Q&A: Are my board's nomination/voting practices legal?

Q. At our annual meeting, four of five board officers' terms were expiring. Nominations for reelection of these same four officers came from presiding officers. I researched Robert’s Rules, as well as our bylaws, and I did not see anything regarding this matter. My second question refers to how votes are being recorded and counted and if a conflict of interest exists in this area. In our building, the votes were counted by only one person from the management company. Can you advise me regarding whether or not either of these issues are allowable? Is this legal?

                        —One Man, One Vote

A. According to attorney Justine M. Martin, an associate at the law firm of Montgomery McCracken Walker & Rhoads, LLP in Manhattan, “The answer to the question depends on the bylaws. With respect to the nomination process (and we assume the questioner is referring to the nomination of board members, as opposed to officers, who are elected by the board), unless otherwise stated in the bylaws, any shareholder (in a co-op) or unit owner (in a condo) can nominate any eligible candidate. Moreover, unless the bylaws contain term limits that would be violated if a particular candidate were to be elected, there is no limit on the number of terms of office, successive or otherwise that a member of the board may serve. Therefore, unless the bylaws expressly provide otherwise, the nominations for reelection would appear to be proper.

“Regarding the vote count, unless the bylaws require the appointment of one or more inspectors of election, no legal requirement exists for a co-op or condo to designate an inspector of election to count the vote. In practice, the vote count is often conducted by one or more representatives of the building’s managing agent, unless an independent election tabulation firm has been hired for that purpose. Therefore, absent a contrary provision in the bylaws, a vote count by just one person from the management company would also appear to be proper.”

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2 Comments

  • Thank you, I find your site so helpful. I am the Pres. at a coop in Yonkers, NY. My question for you is where can I find a PROXY form to copy. The one we have is in legal lingo and I find most shareholders have no idea what the word actually mean. Thank you & looking fwd to hearing from you.
  • We have an upcoming election for the Board of Directors of our Condo Association in Tennessee, I have several questions. Can you help with some answers?????