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There is a dispute in our co-op about the results of our annual board elections. The managing agent acts as the exclusive Inspector of our elections and will not release the results - they will only announce the winners. Our bylaws include the following clause about voting:
"Voting by shareholders shall be by voice vote unless any shareholder … demands a vote by written ballot, in which case the voting shall be by ballot, and each ballot shall …"
I would appreciate any thoughts about this kind of situation. Thank you.
Thanks for your feedback.
The entire sentence from the bylaws is below. We have a well-known law firm working with a well-known management company who have declared the voting results may remain confidential at the request of the victorious candidates. Any additional insights would be appreciated.
“Voting by shareholders shall be by voice vote unless any shareholder present at the meeting, in person or by proxy, demands a vote by written ballot, in which case the voting shall be by ballot, and each ballot shall state the name of the shareholder voting and the number of shares owned by him, and in addition, the name of the proxy if such ballot is cast by a proxy.”
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Thanks for the exact bylaws quote. I'm not an attorney so my advice is worth what you paid for it (to quote the long time and knowledgeable contributor Steven). But, I don't see *anywhere* in that entire bylaws exact quote where the voting results may remain confidential at the request of the victorious candidates. It only mentions how the voting can be done - not what happens after the voting is done or how the results are announced.
The bylaws, proprietary lease and the house rules are the co-op's governing documents. You may have to be a pain in the arse and challenge the mgt company and the co-op's attorney (in a nice way, of course) and ask them point blank, "Can you please show me where it says that voting results can remain confidential at the request of the winners? I'm sorry, but I don't see it." (You're being nice, but firm)
It's not easy to challenge the status quo, but you'll need to be if you want the answer to this excellent question. Maybe they do it like this because it makes *their* job easier? In fact, I'd bet the house that's exactly why they do it this way.
But, you're a shareholder in this corporation and you have legal rights. What you're asking for is a reasonable request. It's up to them to support their actions from a legal standpoint. But, be prepared for some double-talk/resistance as they (probably) will try to sidestep/ignore your request. It might help if you could get other shareholders to join you in this request. In strength there are numbers.
Good luck and keep us posted.
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Thanks Marty, this is a developing story.
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"Voting by shareholders shall be by voice vote unless any shareholder … demands a vote by written ballot, in which case the voting shall be by ballot, and each ballot shall …"
Shall what? I wish you hadn't cut that part out. What exactly does it say to complete that sentence? Procedures are determined by the bylaws.
Having said that, have you or anyone asked the co-op attorney for their opinion of the situation? You should. From experience, we always had 3 volunteers to act as voting monitors for our written ballots - we never did a voice vote (you'd obviously know how the votes were distributed in that case).
The volunteers would go with our co-op attorney into a separate room, count the votes and return. I was the Secretary. The attorney would give me the complete breakdown of the votes which I would then read out loud in front of all the shareholders.
I honestly don't know if our specific way of handling the voting was written in the bylaws (I don't think they were), but this way was totally open and honest - which is very important when it came to voting. Voting results should be totally transparent with full vote tallies given. Who could complain about that approach? There's nothing to hide.
Good luck and keep us posted.
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