- Secret ballots must be utilized on any issue where twenty percent (20%) of the owners, present in person or by proxy at the meeting of the members, request use of a secret ballot on an issue.
- Secret ballots must be utilized for contested positions on your board of directors. The requirement does not apply if your governing documents provide for the election of directors through delegates who cast votes on behalf of a segment of the membership.
- Secret ballots may be used at the discretion of the board of directors.
Ballots must be counted by a neutral 3rd party or a committee of volunteers. If a committee of volunteers is utilized, the president of the board (or the individual presiding over the membership meeting) during the meeting should select members of the HOA to serve on the committee of volunteers. The volunteers cannot be members of the board or a candidate in a contested election for a position on the board.
Proxies - Generally
Unless otherwise provided in the declaration, bylaws, or rules of the association, proxies may be appointed pursuant to the requirements of section 7-127-203 of The Colorado Revised Nonprofit Corporation Act, which allows for great latitude in the appointment of proxies and provides that an individual may appoint a proxy by: signing an appointment form; transmitting or authorizing the transmission of a telegram, teletype, or other electronic transmission providing a written statement of the appointment which shall include or be transmitted with written evidence from which it can be determined that the individual transmitted or authorized the transmission of the appointment. This is most commonly done in the form of an email appointment.
Proxies can be “general” or “directed.” General proxies simply appoint an individual to vote on an owner’s behalf and authorize such individual to vote as they deem appropriate on all issues. A directed proxy specifies and directs the proxy holder how they must vote on each issue
Proxies - Board Meetings
With respect to the use of proxies by directors in board meetings, section 7-127-205 of The Colorado Revised Nonprofit Corporation Act (“CRNCA”) provides that in the context of board meetings, for purposes of establishing a quorum and for voting, a proxy may only be used if: the use of proxies for director meetings is specifically authorized in the association’s bylaws; and the director has granted a signed written proxy to another director who is present at the director meeting; and the proxy provides instruction regarding how to vote on specific items. If the association’s bylaws are silent on the issue of the use of proxies by directors then proxies cannot be used at director meetings. In addition, if the proxy form does not indicate how the vote is to be cast on each specific matter (for or against) then the proxy cannot be used for purposes of voting on that specific issue.