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.