VOTING, P.2

Accordingly, the name of the shareholder must be inserted on the ballot even if the shareholder is voting in person rather than by proxy. That effectively means that a shareholder has no practical entitlement to separate his identity from his vote and thereby to avoid the use and disclosure of that information, much less any practical way of avoiding any breach of his confidentiality.

The only exception to this is a voice vote, which is almost never used except in response to an election of board members by acclamation, where the identity of who votes for whom is largely irrelevant. Moreover, a voice vote is far from confidential to the extent those present are able to quickly observe how some shareholders voted.

What You Can Do

This issue of confidentiality arises most frequently in contested board elections, particularly in which a dissident slate threatens to unseat a prevailing majority. In this case, shareholders are acutely aware that that majority may exact retribution on those voting against them. Likewise, confidentiality concerns can arise when a controversial proposition, such as the adoption of a flip tax, is under consideration. In such cases, one side or the other might demand voter confidentiality, and the other side is often left with no choice but to go along.

The board may, for example, designate the management-company staff as sole custodian and tabulator of the vote. But dissident shareholders realize that the management company might be biased in favor of those who control the existing board. One alternative, then, may be an independent voting tabulator, such as the Honest Ballot Association. This costs money, of course, and most boards have no obligation to go that far, but some are hard-pressed to resist if the dissidents apply sufficient pressure or, in the extreme, secure a court order directing retention of an independent agency to count votes and even to preserve confidentiality.

Some co-ops have taken steps to allow shareholders to vote with anonymous ballots. A shareholder signs in at the beginning of the shareholders’ meeting and is given a ballot upon which he or she can vote without inserting a name or an apartment number. The sign-in procedure is intended to assure one ballot per apartment.

To avoid stuffing of the ballot box, some co-ops print proxies on some distinguishing type or color of paper, and monitor the production and storage of the blank proxies. Otherwise, with the names and apartment numbers removed, it is essentially impossible, to tell whether multiple ballots are being submitted for the same apartments or for apartments whose shareholders are not voting. But this is not fail-safe, and for proxies the safeguards are more complicated.

Adapted from Habitat, November 2007. For the complete article and more, join our Archive >>