Write ins and Nominations from the Floor

[Guest Bill]

Our HOA annual Meeting of Members is coming up. At that meeting, thre (3) Association members will be elected to the Board of Directors. The notice of meeting was sent to all members of the association, along with proxy/ballot. The proxy/ballots are either returned to our Management Company for delivery to the meeting or members may bring them to the meeting and present them in person. 

Our Association By Laws allow nominations from the floor at the meeting. If there are nominations from the floor, do members have the right to have their ballots returned if they wish to change their vote to a nomination from the floor.  I am pretty sure the answer is yes, but want to confirm.

Also, our proxy/ballot has a line titled "Write-in_____________________" next to the list of candidates for election to the Board. Some of the returned proxy/ballots contain a write in name. Our Declaration and By Laws  are silent on the issue of write-ins, not specifically referenced anywhere in either of the documents. However, our By Laws state that Nominations for elected members to the Board of Directors shall be made by a nominating committee. Our nominating committee followed this procedure and placed the names of all candidates in nomination and those names appear on the ballot. 

Since it would be impossible for a write-in to be nominated by a nominating committee, is it improper to have a write-in as an election option?

In case it is proper, the write in would be a vote and not a nomination - correct? Thereby, members would not have the opportunity to have their ballots returned and change their vote to the write-in - correct?

Thank You

 

Bill

 

[Atul Kapur]

RONR says that, "voting by proxy should not be permitted unless the state’s corporation law—as applying to nonstock corporations—absolutely requires it." (RONR 11th ed., p. 429, lines 6-9)

It also says that, "An organization should never adopt a bylaw permitting a question to be decided by a voting procedure in which the votes of persons who attend a meeting are counted together with ballots mailed in by absentees [which would include proxies]." (p. 423, lines 25-28) precisely because, "the absentee ballots would in most cases be on a somewhat different question than that on which those present were voting, leading to confusion, unfairness, and inaccuracy in determining the result." p. 423, lines 32-35

So I'm not going to answer the main questions. Your HOA will have to figure out how to sort it out.

19 minutes ago, Guest Bill said:

Since it would be impossible for a write-in to be nominated by a nominating committee, is it improper to have a write-in as an election option?

You tell us that your bylaws provide for nominations from the floor. So I don't see a problem with write-ins, unless there is a specific provision in your bylaws that prohibits them.

Edited June 18, 2020 at 11:08 PM by Atul Kapur

[Richard Brown]

I agree with the response above but Dr. Kapur and would add that there is nothing in RONR which requires that any ballots or proxies be returned in the circumstances you described.