Annual Election for Board of Directors

[Lawgirl2]

My question involves business law in the state of: Virginia

I am a member of a Association(Incorporated) in VA. President and Secretary of the Current BOD are abusing their powers, maybe additional members of the Board. Current BOD proceeded with mail-in ballots this year, without taking a vote. General membership does not have a voice. We have alway voted from the floor.

Our bylaws state: (re: Voting) Section 1. Each regular member in good standing whose dues are paid for the current fiscal year shall be entitled to one vote on each issue at any meeting at which he/she is present. Proxy voting will not be permitted at any meeting or election.
Section 2. In order to expedite conduct of Association business between annual meetings the Board of Directors may chose to submit propositions to the general membership via mail-in ballots. Such a decision shall require a two thirds vote of the Board members. The Secretary shall mail each regular member in good standing one official ballot not later than ten days before the votes are to be counted.

(re: Nominations) Section 1. No person may be a candidate in an Association election who has not been nominated.
Section 2. Nominations may be made from the floor at the Election of Officers Meeting at the annual Fall Meeting. Each person so nominated must accept the nomination before the voting proceeds.
Section 3. Nominations cannot be made in any manner other than that specified in this article.

(re: Elections) Section 1. Elections shall take place at the annual Fall Barbeque. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. Newly elected Officers and Board of Directors assume office January 1, and will preside at the Annual Meeting in January or February.

The Nominating Committee was never printed in our Assocation newsletter, therefore unknown to members, the Association Secretary sent out a nomination letter requesting nominations with 15 days limit on response(not all members received this letter), the nominees have never been announced to the board or membership. They limited nominees on ballot even though they had access to additional nominees.

Mail in ballot has been sent out giving all members 20 days to respond.

How can we get mail in balloting voided? It should be easy since they did not follow proper procedure by the Board not taking a vote.

Please advise. How do the members proceed? This is OUR club, not the BOD.

[Mr. Knowitall]

You can ask the board to vacate the results due to the improper procedure. If that fails, you can consult a lawyer about filing a lawsuit.

[SChinFChin]

If you said you "voted from the floor", then how many years ago was it?? I suspect it's been an active group at one time, and through time, less so, which may have contributed to the current situation.

I ran across a similar situation because I was involved in a group that ran into a similar situation.

The group I was involved with is a chapter of a parent alumni group, which at one time numbered a thousand. The bylaw calls for annual elections, nominations, and so forth, similar to what you mentioned.

I had a good number of friends I graduated with, whom I know from the group, so from time to time, I participated in their activities, barbecues, annual dinners, Xmas parties and so forth. I went whenever I had the chance.

Some years went by, and I suddenly got a urgent memo in the mail, a large memo in huge font on a 8x11 piece of paper saying "Urgent general meeting, please attend, or the group would be terminated". It just so happened I wasn't busy that week, so I went by for the "general meeting".

Well, all of a dozen people showed up, five current board members, and the rest, another 6 or 7 of us, general members. When the meeting opened, the President of the group said that few people had bothered to attend general meetings anymore , rarely had they received nominations, so the board decided that had it, and whoever showed up at that meeting should elect the new board, and many of the current board members just want to retire.

Of the seven people who showed up, five was elected to the new board, and I was elected president. I asked "is this right, shouldn't we we getting the word out through the nomination committee"?? What did they tell me??

I was told that it'll cost another $400 in postage to do another mailing, and the college would charge us the cost of putting the mailing together, and for another $700, I might get a name or two, and gather another meeting where a dozen people would show up.

I served two separate terms of two years since that first meeting, and I can tell you that members are very apathetic, they come to dinners and barbecues, but don't get involved otherwise. We're supposed to have board meetings through the year, one every other month, but at one point, I was the only one who showed up with everyone calling in with last minute cancellations.

Finally, I thought I found a serious new board member, but he only came to all the meetings after I agreed to take him out to dinner and buy him a free beer, all charged to the group of course.

I have not been that active with the group for 6 to 8 years now, but from what I hear, the same lady served as President of it, and they haven't held a "membership meeting" to select board members for at least half a dozen years that I know of.

What I'm getting to is I don't think what you described is an uncommon situation, and I heard from others with the same problem. But what you might want to do is get a way to convene an "emergency membership meeting" which is what our group did, after some complaints, and prodding from the college.

[Lawgirl2]

I requested a copy of the minutes from the 2009 Annual Meeting. Minutes specifically state that a member made a motion to allow mail in ballots for the election. Vote results were 17-Yea, 35-Nay. That was the last time elections were mentioned in the minutes.

I notified an Officer of the Association regarding this information, that the election would be invalid/illegal. They are still of the opinion that they are allowed to have the election with mail-in ballots, etc. They are disregarding the bylaws, club members, etc.

We have some very active members. The BOD holds meeting during normal weekday working hours for many of our members. They do not want the members to have a voice.

[SChinFChin]

I requested a copy of the minutes from the 2009 Annual Meeting. Minutes specifically state that a member made a motion to allow mail in ballots for the election. Vote results were 17-Yea, 35-Nay. That was the last time elections were mentioned in the minutes.

I notified an Officer of the Association regarding this information, that the election would be invalid/illegal. They are still of the opinion that they are allowed to have the election with mail-in ballots, etc. They are disregarding the bylaws, club members, etc.

We have some very active members. The BOD holds meeting during normal weekday working hours for many of our members. They do not want the members to have a voice.

If you have another "fall barbecue", then it would be an opportunity to meet with all of other members. Did they have a fall barbecue in 2009, or did they have one in 2010 yet??

In the group I headed, most our active members come to our annual dinner, so this is where they bring up issues and suggestions. I've been involved with alumni boards and HOA boards, and normally I find people trying to avoid service on them, rather than trying to prevent others from participating.

As to not following proper procedures electing boards, I am aware that it happens quite often, though it is not normally challenged. Now, you can always get an attorney to look at it, but are you willing to pay for the time and expense of one, assuming you can even find someone to pursue this??