VOTING AND ELECTIONS

ELECTIONS
Our documents and election rules allow for write-in candidates. Two people are running and there are 3 vacancies. Ballots are mailed out with the two candidates and room for write-ins. When the ballots are returned only one of them has a write-in candidate. Is this person then elected?

Yes, as long as the member, who is named as a write-in candidate, meets the qualifications to be a director, as specified in the bylaws and/or the voting and election rules.

There are three vacancies in an upcoming election on a five member board. None of the incumbents are running for re-election and no one has returned a self-nomination form. The board chooses not to send out a ballot and at their annual meeting they declare that there are three vacancies and that the seats will be appointed by the remaining two directors. Is this legal?

Maybe. The legality of this is very dependent on the facts involved. The procedure described in the question would more likely be acceptable in a community with apathy or where the board multiple attempts to solicit candidates. The Civil Code and the Corporations Code encourage the solicitation of candidates and reasonable nomination procedures (which could include sponsoring meetings, encouraging membership communication and not simply distributing notices, and also, the role of nominating committees and their procedures should be considered). Last, in the question posed, it sounds as if the two directors would vote to fill all three seats. The Corporations Code requires that the two appoint a third, and the three then appoint a fourth, etc.

Can directors be “elected” at a board meeting?

Yes, directors are elected via secret written ballot and the ballots can be counted either at a board or a membership meeting.The bylaws must be checked to determine applicable “annual meeting” requirements.

When can the manager be the election inspector?

If authorized in the election rules. The election inspector must be an “independent third party or parties” (one or three). Neither the manager, the attorney nor anyone else who receives fees for services rendered the Association may be an election inspector unless, under Civil Code 1363.03 (c)(2), expressly authorized by the election rules.