SteveW22 (Nevada)
Posts: 1
Posts: 1
Posted:
Hello,
I am on the board of a small Nevada HOA, and I am trying to better understand how board elections should be handled when our bylaws appear to allow nominations from the floor, but our management company is taking the position that no floor nominations are permitted because the number of nomination forms received by the deadline equals the number of open seats.
I am not looking to argue for a specific person or outcome. My goal is to make sure our association follows Nevada law and our governing documents correctly.
Here is the situation:
Our AGM is next week.
Our annual meeting is coming up soon. There are three board seats available. Our management company sent out nomination forms with a deadline. Three nomination forms were received by the deadline. A fourth person, who is currently on the board and wanted to continue serving, submitted their nomination form after the deadline.
The management company is saying that because there are three timely nomination forms for three open seats, those three candidates are considered duly elected and no ballot election is required.
The management company is also saying that nominations from the floor would only apply if there were vacant seats remaining to be filled.
The issue is that our bylaws appear to say something different. Article V, Section 1 of our bylaws states:
"Nominations for election of the Board of Directors shall be made by a nominating committee. Nominations may also be made from the floor at the annual meeting."
I have reviewed the bylaws and I do not see anything that says nominations from the floor are prohibited if the number of nomination forms received before the meeting equals the number of open seats. I also do not see a nomination deadline in the bylaws, although I understand there may be deadlines or procedures under Nevada law or election rules.
Our management company has cited NRS 116 generally, but so far has not provided and will not provide the specific section or subsection that says the bylaw provision allowing floor nominations is superseded or no longer applies.
My questions are:
In Nevada, does NRS 116 supersede an older bylaw provision that allows nominations from the floor at the annual meeting?
If so, what specific section of NRS 116 says that floor nominations are no longer allowed when the number of timely nomination forms equals the number of open board seats?
If the bylaws say nominations may be made from the floor, can management declare candidates "duly elected" before the annual meeting takes place?
Where does the nomination deadline usually come from if it is not stated in the bylaws? Would it come from NRS 116, adopted election rules, a board resolution, or the management company's standard procedure?
If an association's bylaws allow floor nominations but current Nevada law does not, is the bylaw provision simply unenforceable, or does the association need to formally amend its bylaws?
If floor nominations are allowed and someone is nominated from the floor, would the association then need to conduct a ballot election at the annual meeting?
I understand that nobody here can provide formal legal advice, and we may need to consult an HOA attorney. I am mainly hoping to hear from others who have dealt with Nevada HOA elections or similar situations where older bylaws allow floor nominations but the management company says current law or election procedures do not.
Thank you for any guidance or references to the specific Nevada statute or regulation that applies.
I am on the board of a small Nevada HOA, and I am trying to better understand how board elections should be handled when our bylaws appear to allow nominations from the floor, but our management company is taking the position that no floor nominations are permitted because the number of nomination forms received by the deadline equals the number of open seats.
I am not looking to argue for a specific person or outcome. My goal is to make sure our association follows Nevada law and our governing documents correctly.
Here is the situation:
Our AGM is next week.
Our annual meeting is coming up soon. There are three board seats available. Our management company sent out nomination forms with a deadline. Three nomination forms were received by the deadline. A fourth person, who is currently on the board and wanted to continue serving, submitted their nomination form after the deadline.
The management company is saying that because there are three timely nomination forms for three open seats, those three candidates are considered duly elected and no ballot election is required.
The management company is also saying that nominations from the floor would only apply if there were vacant seats remaining to be filled.
The issue is that our bylaws appear to say something different. Article V, Section 1 of our bylaws states:
"Nominations for election of the Board of Directors shall be made by a nominating committee. Nominations may also be made from the floor at the annual meeting."
I have reviewed the bylaws and I do not see anything that says nominations from the floor are prohibited if the number of nomination forms received before the meeting equals the number of open seats. I also do not see a nomination deadline in the bylaws, although I understand there may be deadlines or procedures under Nevada law or election rules.
Our management company has cited NRS 116 generally, but so far has not provided and will not provide the specific section or subsection that says the bylaw provision allowing floor nominations is superseded or no longer applies.
My questions are:
In Nevada, does NRS 116 supersede an older bylaw provision that allows nominations from the floor at the annual meeting?
If so, what specific section of NRS 116 says that floor nominations are no longer allowed when the number of timely nomination forms equals the number of open board seats?
If the bylaws say nominations may be made from the floor, can management declare candidates "duly elected" before the annual meeting takes place?
Where does the nomination deadline usually come from if it is not stated in the bylaws? Would it come from NRS 116, adopted election rules, a board resolution, or the management company's standard procedure?
If an association's bylaws allow floor nominations but current Nevada law does not, is the bylaw provision simply unenforceable, or does the association need to formally amend its bylaws?
If floor nominations are allowed and someone is nominated from the floor, would the association then need to conduct a ballot election at the annual meeting?
I understand that nobody here can provide formal legal advice, and we may need to consult an HOA attorney. I am mainly hoping to hear from others who have dealt with Nevada HOA elections or similar situations where older bylaws allow floor nominations but the management company says current law or election procedures do not.
Thank you for any guidance or references to the specific Nevada statute or regulation that applies.