Each year, cooperative shareholders and condominium owners meet to elect a board of directors or a board of managers that will be responsible for all aspects of the building for the following year. That election takes place at the community’s annual meeting.
Board elections are a key part of your association’s stability and future growth. Follow these steps to make sure your board member election is fair, inclusive, and consistent with your governing documents.
1. Create an election committee.
Consider implementing a board member election committee to help ensure a fair and organized election is held. Your committee can include a chairperson and several members – all with limited tenure. If such a committee is established, restrictions should be included such as prohibiting candidates, current board members and officers, or the spouses of such so as to maintain unbiased order and proper conduct. Be specific about the powers and duties of members’ roles – this will ensure of a smooth election. Check with your managing agent for guidance and to guarantee that procedures are in compliance with your by-laws.
2. Start the nominations process.
Using the same rules and guidelines, consider creating a nominating committee to assist your board and managing agent in establishing guidelines -- what kinds of nominations to allow, how to treat write-ins, and how to accept nominations from the floor. Be sure to set and clearly communicate the limitations on nominees, requirements for eligibility, and whether any nomination motions need to be seconded. Your governing documents will determine how this process should be executed.
3. Distribute a meeting notice and call for candidates.
Your governing documents will state the requirements for calling for candidates, and dictate a specific timeframe for when this part of the process should be completed. TIP: Work backwards from the election date to ensure that call for candidates, nomination timing and other events take place in within the specified timeline.
As a Board, you should review the official Annual Meeting Notice distribution procedures in your by-laws, and the best method of delivering official documents with your managing agent.
Along with the official notice, your annual meeting package for owners should include the total number of board seats up for election, request for candidates (and instructions on how to become one), a general and/or specific proxy (dependent upon what is required within your by-laws), and’ a ballot for voting procedures. Each candidate should have the opportunity to submit their credentials for eligibility, and for their biographies to be distributed to all owners prior to the meeting.
4. Monitor the Election.
Your governing documents may permit the appointment of an individual or inspectors of election to ensure it is conducted in an objective, unbiased way. In some instances, the judiciary committee or the covenants committee can serve as election inspectors. It’s critical that each member/owner acknowledge the receipt of their ballot or absentee ballot. This registration process ensures of a fair election.
Tip: Creating templates for notice, nominations, candidate information sheets, ballots, etc. makes the annual meeting preparation much simpler and helps to avoid confusion. How will you list the candidates’ names so there is no appearance of favoritism? Alphabetical order is a standard practice, but not necessarily the only method.
5. Establish a quorum.
A quorum is the minimum number of owners who must respond to the ballot initiative – either in person or by proxy – in order to effect a binding election. The percentage of owners needed to reach a quorum is explicitly stated in your by-laws. Without a quorum, your annual meeting cannot officially take place, which means an election will not be able to be held. The meeting may only move forward as an “informational” one.
Be sure to record the baseline quorum requirements and maintain the sign-in sheet and proxies/absentee ballots as documentation that quorum was met. These records are proof the election was handled in a legal and fair manner.
6. Count your votes reliably.
Whether cast by machine or on paper, make sure all ballots are counted in a way that complies with tally procedures – and ensure that these procedures are clearly explained to appointed judges prior to the election.
7. Tabulate and record the results.
Now’s the time for your election committee to tabulate the results and deliver the data to management. You may wish to have legal counsel present for this part of the process. The total tabulation should include total votes cast in person, total number of absentee and proxy votes, and total number of invalid votes.
TIP: If you have a professional property management company, they should create a file for storing the tabulated results, which are required to be retained according to your records retention guidelines reflected in your governing documents.
Preparing for and conducting board member elections at an annual meeting can be a daunting task but, it doesn’t need to be when you have the guidance of an experienced and thorough property management company. With a managing agent as your trusted partner, you can rest easy knowing that you are maintaining compliance with your building’s by-laws during every step of the process and ensuring an efficient and successful outcome. For more information, contact FirstService Residential.
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