Voting by mail in ballots

Our President does not want to have the Annual meeting which was delayed last year and will be delayed again this year due to COVID stating we are preventing those Co-Owners without Computers the opportunity to attend even by Zoom even though I informed her an individual in that situation may call in through the telephone on zoom.

Now the President wants to have mail in balloting with less than 5 weeks from the date we are scheduled to have the meeting per by our bylaws.Even though we will technically have six Directors whose term will end, she only wants to vote on 3 Directors so she and two others who terms will expire can remain on the board for another year. I believe this action is illegal which I previously addressed on this forum.

Has anyone done mail in voting and was it successful? I see so many legal issues in this choice.

1) Proxy - how to allow and how to verify. A proxy can be anyone, not necessarily another Co-Owner or Director. Why would we need a proxy if everyone is either emailing or mailing their vote in?

What to do with mail in ballots which were mailed timely but do not get delivered by our deadline of March 22, 2021 due to the delay of USPS.

2) Quorum - I would think a quorum would have to be determined which is required per our bylaws before ballots are mailed out. How can we do that?
A quorum per our bylaws “Except as may be otherwise provided in these bylaws, a majority of the Co-Owners present in person or by proxy, at any meeting of Co-Owners shall constitute a quorum at all meetings of Co-Owners. I don’t see the term “quorum”addressed anywhere else in the bylaws.

3) Nominations for new Directors - we usually have a meet and greet so Co-Owners can meet the person and get their views. Bios are usually also required. We have a form Co-Owners use, which includes acceptance by the nominee which will take time and then return to the Election committee.

4) Our bylaws state the agenda for an annual meeting which includes the election of officers after determining the quorum.It is my opinion that we can only hold the election if we hold the complete annual meeting. Or do we get a pass due to COVID? We have important business other than election of officers to discuss since no meetings of any kind have been held since March 10, 2020.

5) We don’t even have a plan on how to pull this off. In my response to the President and Directors, I stated it would take the entire 5 weeks of extensive preparation to even pull this off. And I suggested we run a test run first. We have always had non-interested parties assist in the ballot counting which may not be available due to covid.

I currently am the Secretary of the Board. I have served my 3 year term with the President extending the term of myself and two other Directors without a Resolution or vote by Co-Owners and really without our approval. She never elected new Officers so she has basically been President for 2 years and soon to be for 3 years with only one election by Directors. She is getting ready to do the same thing for herself and 2 others whose term will expire next month, extending without their approval.

Thank you for your comments.

Thank you for your in-depth response.

Are you incorporated? If so, this is from the SC Nonprofit Corporation Act.

33-31-708. Action by written or electronic ballot.

Universal Citation: SC Code § 33-31-708 (2013)
(a) Unless prohibited or limited by the articles or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a written or electronic ballot to every member entitled to vote on the matter.

(b) A written or electronic ballot shall:

(1) set forth each proposed action; and

(2) provide an opportunity to vote for or against each proposed action.

(c) Approval by written or electronic ballot pursuant to this section is valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

(d) All solicitations for votes by written or electronic ballot shall:

(1) indicate the number of responses needed to meet the quorum requirements;

(2) state the percentage of approvals necessary to approve each matter other than election of directors; and

(3) specify the time by which a ballot must be received by the corporation in order to be counted.

(e) Except as otherwise provided in the articles or bylaws, a written or electronic ballot may not be revoked.

Unfortunately in determining a quorum, our bylaws state a quorum is determined by Co-Owners present in person or by proxy. I don’t think we could do mail in voting.

We solicited comments from the Co-Owners on what they would want to do for the annual meeting and voting for Directors. The options are :
1)In Person meeting with in person Co-Owners and proxy voters (for Co-Owners not in attendance)
2) zoom meeting with mail in voting which I personally don’t believe we have the authority to do,
3) delay the meeting until July.

Do your bylaws allow for absentee voting?

We have not even had a Zoom meeting for Regular meetings. I feel we need to test the waters with Zoom before having 100 Co-Owners on the screen at once. Then we still have the problem on how to hold the election of Directors if a zoom meeting. I see the advantage of Zoom for regular meetings but not for an annual meeting.

Thank you to all who responded.

I agree with Paula. A Zoom meeting for an Annual Meeting (112 owners here) could well be a "cluster kiss" with nothing getting done and many feeling left out as they do not understand nor want to use the technology.

Our lawyer has advised us that due to Covid, courts would (assuming they are open) pretty much side with an HOA BOD if they were being "fair". WE did not hold a 2019 Annual Meeting in 2020 and we extended the terms of the existing BOD (3 of the 5) another year. We did outline everything in a letter to each owner and as we have no ankle biters no one challenged nor disagreed with our action.

As of now we fully expect to be able to hold an Annual Meeting later this year. At that time all 5 of our BOD Members will be up for election. As we stagger our 2 year terms we plan on getting back on this cycle by having the top 2 vote getters have a two year term and the next 3 vote getters have a one year term.

Again, we have no ankle biters so it is "easy" for our BOD to do what we do. Plus we usually have to go begging owners to be on the BOD so no real conflicts.

Yes you can vote by mail despite your quorum requirement. Here is how it works. The law says that "any action ... may be taken without a meeting if the corporation delivers a written or electronic ballot...". This means that the vote for directors is accomplished without the meeting. You can count the votes in the meeting, but the meeting is not actually part of the process to accomplish the vote. The quorum requirement is handled by the law's statement: "... the number of votes cast by ballot equals or exceeds the quorum...".

works for me, although I think you meant this for someone else.

We had a “special meeting “ for 1 thing on zoom and we never got to vote on the 1 thing. Because, some guy hijacked the meeting with a motion to adjourn and revisit the emergency problem some time in the future. Because they were not sure about the “bids”. Being apples to apples, So the stupid property manager said ok let’s take a vote on revisiting the problem later .... I was so mad , that was months ago , I felt like I was in high school and I did my report on time and studied for the test , but the losers didn’t .

Plus the delay is keeping me from being able to legally sell my property.

Now we got 3 more bids and they are inferior product at a much higher price. So yes , zoom is not good for more than 3 or 4 people for something not important