Elections
Q: Elections are coming up in our self managed association. From some of our discussions it seems that everyone doesn’t agree on how to use proxies. What suggestions can you give us to have a smooth and successful election process? Who can hold a proxy for a member? Does it have to be a board member or an officer of the association? What can we do if we don't have a quorum of members? Can you count the proxies toward a quorum?
A: These are important and frequent questions and a good understanding of the process and proxies is important.
First, to have an election you need candidates. Often that is a problem for associations and one reason that some are putting in limits on the number of units that can be rented. Generally absentee owners are not particularly active in the association's affairs. You should start "recruiting" candidates for board positions months in advance of elections. You need to let your members know that the board is looking for interested homeowners to serve on the Board or as committee members. Ask members who may be interested to come to a board meeting and, after the meeting, familiarize them with board or committee participation requirements.
Second, appoint a nominating committee to seek out qualified candidates and meet with them about the needs and expectations of board service. The nominating committee is tasked with coming up with at least the number of candidates necessary to full the seats being vacated....hopefully more. The names selected by the nominating committee are presented to the Board as a slate of possible board members to be placed on the ballot. Preferably a person intending to run for office should not serve on the nominating committee.
Third, make sure the owners are informed about the candidates both by a written description of them mailed out well in advance of the election meeting and by giving them the opportunity to speak to the members at the meeting at which the election is held. The nominating committee or President should let all candidates know that they will be expected to say something about their qualifications and reason for running for the board.
Fourth, one of the most important aspects of the election process is to have neutral persons administering the election. Many documents call for the appointment of "election inspectors", but even where they don't, it is the prerogative of the president to do so. These persons should be members of the association who have no relationships with the candidates and no other stake in the election. The goal is to have impartiality and balance in the group of inspectors. Generally, four inspectors should be sufficient. The purpose of the inspectors is to validate the proxies, count the ballots, and declare the successful candidates.
You asked several questions about proxies. Proxies are frequently a source of difficulty and confusion. First of all, unless the bylaws say otherwise, you may give your proxy to anyone, even a non-member; although if you are giving an "uninstructed proxy", where the holder can vote as he or she sees fit, you may want to give it to another owner who generally views the association business as you do and knows the candidates. You should not use a proxy form that has the member giving a proxy to “the board of directors” or cast with the majority – it must be given to an individual who is going to be present at the meeting. Many associations use instructed proxies for elections in which case the candidates are listed on the proxy and the grantor of the proxy checks off the names for whom he instructs his appointee to vote. While this may sound similar to an absentee ballot, it is technically different - absentee ballots are not permitted unless the bylaws permit them, and they rarely do because personal active attendance at important association events like elections is critical to the successful operation of the association. In condominiums, the statutory law (as well as bylaws) prescribes all the necessary ingredients for proxies and failure to adhere to the requirements will result in the proxy being declared void. Proxies are required to be presented prior to the opening of the meeting (sometimes even earlier according to some bylaws) and should be examined by the officers. Those which do not comply with all the requirements must be rejected. Proxies absolutely do count toward a quorum and in many associations are the only way that quorum can be achieved. Due to the importance of proxies we urge you to have your proxies prepared by legal counsel familiar with association operations so as to assure their proper preparation and validity. This applies to proxies for annual meetings where elections are held and other members meetings where important votes are to be taken, such as an amendment to the governing documents. Due to certain statutory requirements in the Virginia Condominium Act, condominium association proxies have more technical requirements than homeowner association proxies.
Finally, if you do not have a quorum, look at your bylaws for guidance. Some will allow a continuation for a week or two and then a reconvening with a lower quorum requirement. If you do not have such a provision, then you must call another meeting and send the directors out to obtain the necessary proxies to insure you have a quorum at the next meeting.
Utilizing these guidelines should help you achieve a problem-free election this year.