board directors

[Guest cole]

When a husband and wife are on board do they have 1 or 2 votes on a motion. Our covenants says one vote per lot. They own one lot

[David A Foulkes]

When a husband and wife are on board do they have 1 or 2 votes on a motion. Our covenants says one vote per lot. They own one lot

RONR says one man (or woman) one vote. If your rules say "one lot, one vote", then it seems clear what your answer is. As your rules are different, you'll need to determine how to apply them. See RONR (10th Ed.) pages 570-573 for some principles of interpretation that hopefully will help. Stay tuned for more replies.

[hmtcastle]

When a husband and wife are on board do they have 1 or 2 votes on a motion. Our covenants says one vote per lot. They own one lot

Make sure that your "one vote per lot" rule is not just for meetings of the association. In other words, does it also apply to board members at board meetings?

[Guest cole]

Make sure that your "one vote per lot" rule is not just for meetings of the association. In other words, does it also apply to board members at board meetings?

The covenants and by-laws don't differentiate between board and regular meetings on voting .Covenant only says one vote per lot

[David A Foulkes]

The covenants and by-laws don't differentiate between board and regular meetings on voting .Covenant only says one vote per lot

Then I think you have your answer, yes?

[Gary Novosielski]

The covenants and by-laws don't differentiate between board and regular meetings on voting .Covenant only says one vote per lot

Do you mean they say it twice, once in each context?

Or do you mean they say it only with respect to regular meetings, and you (or others) believe that is enough to apply that rule to board meetings?

[Rev Ed]

I would suggest that it's one vote at association (general membership) meetings, and two votes (one for each office) at Board meetings. If the association wants to prevent this issue in the future there are two options: amend the By-laws to state that only one person from a lot may be elected to the Board at a time, or more don't elect a husband and wife at the same time again.

[Gary Novosielski]

I would suggest that it's one vote at association (general membership) meetings, and two votes (one for each office) at Board meetings.

Even if it is two votes at board meetings, it would not be because they hold two offices, but because they are two people. A person who holds multiple offices does not get multiple votes.

Here, the bylaws provision of one vote per lot is the unusual one, in that it violates one-person-one-vote, at least in those contexts for which it is applied. For general membership votes, including voting for the board, this can be seen as equivalent to the weighted voting seen in stock corporations, where those with higher investments have more voting power. RONR decries this practice as undemocratic and prohibits it in ordinary deliberative assemblies, but admits it does make sense, and is valid if so provided in the bylaws.

But unless the bylaws also expressly extend this provision to boards and committees, I'm prepared to argue that it does not apply, and that the rules in RONR do. Members of the board have voting power on the board because they are elected to membership on the board. Their membership derives not from how much land they own, but on how many votes they got. Depending again on bylaws language, it may even be possible to elect non-land-owners to the board.

Presuming that the husband and wife were voted for in their own right, as separate votes, and not as one choice, say, "The Johnsons", then the assembly chose to give each of them a membership on the board, with full knowledge that they resided on the same lot. Absent any explicit restriction they should each have a vote.

[Rev Ed]

Here, the bylaws provision of one vote per lot is the unusual one, in that it violates one-person-one-vote, at least in those contexts for which it is applied. For general membership votes, including voting for the board, this can be seen as equivalent to the weighted voting seen in stock corporations, where those with higher investments have more voting power. RONR decries this practice as undemocratic and prohibits it in ordinary deliberative assemblies, but admits it does make sense, and is valid if so provided in the bylaws.

My experience with condominiums/HOAs is that general membership meetings are on a one vote per unit/suite/lot. This is because each unit is deemed to be one share of the organization regardless of how many people actually own the specific unit.

[Rob Elsman]

My experience with condominiums/HOAs is that general membership meetings are on a one vote per unit/suite/lot. This is because each unit is deemed to be one share of the organization regardless of how many people actually own the specific unit.

For this reason, many (most?) general membership assemblies of home owners' associations are not deliberative assemblies in the fullest sense. See RONR (10th ed.), p. 2, ll. 4-8.

[Gary Novosielski]

For this reason, many (most?) general membership assemblies of home owners' associations are not deliberative assemblies in the fullest sense. See RONR (10th ed.), p. 2, ll. 4-8.

True. But that is not to say that the board should not be a deliberative assembly. Even in stock corporations where members vote according to the number of shares they own, and elect board members according to that proportional power, the board members themselves, once seated, exercise one vote each on the board, not according to how much stock (if any) they own.

So, I still maintain that if the membership elected both a husband and wife to the board, they each vote in their own right at board meetings, regardless of what rules govern membership meetings. In fact, unless prohibited by rule or law, the membership would be free to elect people who owned no land at all, and they would each have one vote on the board.

If the bylaws only mention voting once, then that presumably refers to membership meetings. The interests of major landholders are preserved in this case by their increased voting power, in proportion to their holdings, giving them increased influence over who sits on the board. Further restricting voting power of minor landholders who actually sit on the board is a second bite of the apple.

If the bylaws intend to restrict voting in the board, there would need to be a separate exclusion in the section of the bylaws authorizing and organizing the board, or else the rules in RONR apply.

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As always, our conjectures here are not to be construed as interpretations, which can only be done by the membership of each society for itself, by majority vote.