Latest election of Board members not valid, according to GIL By-Laws

According to the GIL By-Laws (as amended, 2003), the latest election held to fill the number of vacant Board positions at the Annual Meeting was not valid as it violated several provisions governing elections set forth in section 4.07 'Procedure for Election' (Section 4.07 in its entirety included with this post, below).  Specifically, the recent election violated the By-Laws as follows:


1.  The By-Laws do not accommodate voting in advance of the meeting.  Accordingly, any ballots that were mailed to Maggie at CMA prior to the Annual Meeting are not valid.

"Election of Board of Directors shall be by secret written ballot, unless dispensed by unanimous consent, and at such election, members or their proxies may cast..."

Notice the By-Laws do not accommodate voting prior to such election. The votes for Board positions sent prior to the meeting to Maggie at CMA are invalid as they were not voted at the election.


In fact, advance voting is not possible under the current By-Laws as those casting votes are required to list the names of those for whom they wish to vote after the completion of the nomination process, which takes place, according to the By-Laws, at the annual meeting itself.  See issue two, below. (Continued...)


2.  The By-Laws require that homeowners casting ballots list the names of those for whom they are voting.  The By-Laws make no provision for the completion of nominees names on the ballot in advance of the election - a practice many homeowners have long believed makes the election of anyone other than nominees selected by the Board nearly impossible.  The By-Laws do permit the Board to recommend nominees, but nowhere is there a provision that permits the Board to complete - in whole or in part - the names of any nominee for a Board vacancy on the ballot itself.  In fact, the By-Laws require that those who are casting ballots list the names of those for whom they are voting themselves (or via proxy) at the Annual Meeting itself.

"at the meeting of the Association at which Directors are to be elected, nominations shall be accepted for not less than the number of positions to be filled by the Board of Directors; upon the closing of such nominations, each Owner entitled to vote shall cast the ballot with respect to his condominium unit by listing thereon the names of nominees only for the number of positions to be filled..."

3. Given the specific requirement clearly stated in the By-Laws that owners must list the names of those for whom they are voting - not place a 'check mark' next to a box where someone else has listed the names of nominated candidates on their behalf, all votes received for the full slate of Board recommended candidates that were cast merely by way of a 'check mark' (i.e. the owner did not list any names themselves) are invalid, per the GIL By-Laws.


4.  The By-Laws clearly state (Sec. 3.05 Order of Business) that the first order of business at the meeting whereby Directors are elected shall be a "roll call and certification of proxies".  Certainly the 'sign-in sheet' would likely suffice for a 'roll call' in the minds of most, but where was the certification of proxies?  There wasn't one.  And, without certification, the proxies were not valid.  And without valid proxies, the meeting lacked a quorum - or sufficient attendance - to officially conduct the business of the meeting - specifically, the election of Board members.

Fellow homeowners, don't let them deny you of your rights and don't let them decide which of the By-Laws they will follow and which they will not.  The provisions of the By-Laws are there to protect you and what is likely the most valuable asset you own - your home. Speak up - to any and all who will listen and demand that the election be voided and a new election scheduled.

 

 

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