Five Essential Parts of Community Association Elections
Elections play a critical role in ensuring that community associations work. Not only do they bring residents together for a common purpose, they also galvanize the community and empower its members. The Georgia Nonprofit Corporate Code and most community governing documents require that the association hold an Annual Meeting. If a quorum is present (as discussed below), the election is an essential element of the Annual Meeting.
The key is to make sure that your elections are fair, inclusive, and consistent with your governing documents. Below are a few simple steps to help you get there.
1. Create an election committee.Establishing an election committee is perhaps the best way for any Board to demonstrate to unit owners that the election process is completely transparent. While not mandatory in Georgia, the appointment of a committee to ensure that elections are not only fair, but also organized can be very helpful in creating an atmosphere of trust between the Board of Directors and the homeowners. Many community bylaws refer to this committee as the nominating committee. The community association’s bylaws may require the appointment of a nominating committee. The first step is to select a chairperson and committee members. Keep in mind, both roles should have limited tenure (generally until the Annual Meeting). Next, be specific about the powers and duties of each role. Current Board members and officers, Board member candidates, and spouses of either group should not be included in the election committee. As with the establishment of any committee, this is a great opportunity to engage homeowners who have not been previously involved with association matters. For guidance on creating an election committee, and to ensure that your procedures are in compliance with your association’s bylaws, speak to your management company.
2. Distribute the meeting notice and call for candidates.Refer to your governing documents for the requirements on calling for candidates and the timeframe for completing the election process. As a Board, you should review your bylaws and discuss the procedures for distributing the official Annual Meeting Notice. It is also good practice to review this with your association attorney and management company. As this is a legal notice, it is highly recommended that this notice be drafted by your attorney and approved by your managing agent to ensure the accuracy of the information of completeness of the document. Once it is complete, it should be distributed by your property manager. Before doing so, make sure to discuss the best delivery method for official documents.
Your Annual Meeting package to all owners should include (1) the official notice, (2) total number of Board seats up for election, (3) a request for candidates and instructions on how to become a candidate, and (4) a general and/or directed proxy (depending on what is required within your bylaws or is preferred by the existing Board of Directors).
It is also good practice to have each candidate submit their credentials for eligibility, and distribute their biographies to all owners prior to the meeting.
Please note that many governing documents include a requirement for a nominating committee but also provide that nominations may be made from the floor at the Annual Meeting. When this happens, those who are nominated before the meeting do have an advantage in that their names and biographies may be sent to owners prior to the meeting and their names may be included in a directed proxy. These advantages, however, do not invalidate the recommendations of the nominating committee or remove the ability to take nominations from the floor of the Annual Meeting.
3. Monitor the election to ensure it is objective and unbiased.Even if your governing documents do not call for the appointment of an individual or group to ensure the election is objective and unbiased, it is good practice to do so. You may decide to have your election committee serve as volunteer inspectors at the meeting. Your association attorney should also be present to supervise the annual election. Plus, if the Board changes after the election, it is important for the attorney to know who he/she now reports to! Your association attorney can also provide valuable technical and legal advice, which you will likely need when it comes to addressing valid ballots, signature forms, valid proxies, etc.
4. Establish your quorum.One of the first actions that must be taken at the Annual Meeting is the determination of whether a quorum is present. Quorum is the minimum number of homeowners who must be present at the meeting, either in person or by proxy, in order to conduct business, including elections, at the meeting. The number that is required to reach quorum is contained in the bylaws of the association. Prior to the meeting, confirm the number of owners needed for quorum with your property manager. If the meeting begins with a quorum but owners leave prior to the election, the meeting and election are still valid even if the number of owners remaining at the time of the election has fallen below the number required to reach quorum.
Before determining what constitutes a quorum for your association, it is paramount that you know who your eligible voters are. Review your governing documents to ensure eligibility requirements. In some cases, members who are more than 30 days past due on their membership dues are not eligible to vote in association matters and do not count towards the quorum.
If a quorum is not reached, an election will not be able to be held and the meeting may only move forward as an “informational” one. If a quorum is not present, the association has the option of adjourning the meeting to a future date. Be sure to discuss this possibility with your attorney and confirm the specifics for your given circumstances.
5. Count your votes and tabulate the results.Regardless of how votes are cast – whether by machine or with paper – make sure that how they are counted complies with tally procedures. It is important that these procedures are clearly communicated to a committee appointed at the meeting to tabulate the votes. If counting the votes by hand, it is good practice for each individual who is tallying to have a tally sheet. Then once each person is done tallying the votes, each person can compare with others counting to make sure they arrived at the same numbers. If they did, then have all individuals who counted the votes sign one copy of the tally sheet and keep that in your election meeting records.
The election committee can tabulate the results and deliver them to management. The tabulation should include total votes cast in person, total number of absentee and proxy votes, and total number of invalid votes. When announcing the results to the membership, we recommend that only the names of the top vote recipients be announced, rather than announcing the number of votes per recipient.
There’s no doubt that community elections are a key part of an association’s growth and welfare. If you follow these rules and rely on the expert advice of your property management company and association attorney, you should have no problem conducting fair and reliable elections for your community.
For more information on quality board elections, contact FirstService Residential or fill out the form below to learn how partnering with a property management company can benefit your community.