Post by Poor Richard on Nov 5, 2023 13:24:21 GMT -7
GLA Annual Election Results Could Produce a Legal Quagmire
and Make Annual Elections Obsolete
The Glastonbury Landowner's Association (GLA) recently completed its Annual Election voting. All ballots were sent by US Post to landowners. This year ballots could only be cast by mail, email, or hand-carrying to Accounting and Tax Solutions in Livingston. Voting in person at the Annual Election meeting is no longer allowed; per the 2023 Bylaws Amendments. The voting results are expected to be announced at the GLA Annual Election meeting at Emigrant Hall on November 11, 2023. But an abrupt edict regarding how landowner votes are tallied may toss the election into court.
On September 14th, one day before the established deadline for candidate nominations, the GLA board passed a motion, the 20 Vote Edict, that allowed them to cancel the votes of landowners who voted for minority candidates. The 20 Vote Edict stated that if any candidate received fewer than 20 votes those votes would be discarded. Previously, any candidate who received a plurality of votes, more than the other candidates, would earn a seat on the board. If there were five candidates and three openings then the three candidates with the highest vote totals would win. If there were three candidates and three open positions, then all three candidates would win if they each received at least one vote. The 20 Vote Edict requires that a candidate must have a minimum of 20 votes in order to be considered for a seat on the GLA board. Thus if there were three open seats and three candidates ONLY the candidates with more than 20 votes would win a board position. In a sparsely attended election, it may be possible that no candidate would meet the threshold and landowners would be denied the representation they voted for. The 20 Vote edict violates a basic tenet of democracy and most likely would bring the GLA to court if they decided to enforce it.
Democracy is a dynamic, vibrant system where people are allowed to freely choose their representatives by voting. Every vote must be counted and considered for a democracy to function effectively. In a fully functioning democracy minority representation is critical. All opinions, beliefs, and facts are vigorously debated before a course of action is agreed upon. Minority candidates can offer facts and opinions that status quo directors may not be aware of. Minority views can foster deeper debate, and greater understanding and ultimately enrich the community. Conversely, the Orwellian 20 Vote Edict seeks to preserve the status quo by placing a 20-vote minimum hurdle in front of minority candidates. One of the effects of the 20 Vote Edict would be to foster groupthink and promote harmony by eliminating candidates who do not adhere to the status quo beliefs. In the future, if the 20-vote minimum were raised it is possible that only a few candidates, if any, would win a seat on the board.
On September 14th, one day before the established deadline for candidate nominations, the GLA board passed a motion, the 20 Vote Edict, that allowed them to cancel the votes of landowners who voted for minority candidates. The 20 Vote Edict stated that if any candidate received fewer than 20 votes those votes would be discarded. Previously, any candidate who received a plurality of votes, more than the other candidates, would earn a seat on the board. If there were five candidates and three openings then the three candidates with the highest vote totals would win. If there were three candidates and three open positions, then all three candidates would win if they each received at least one vote. The 20 Vote Edict requires that a candidate must have a minimum of 20 votes in order to be considered for a seat on the GLA board. Thus if there were three open seats and three candidates ONLY the candidates with more than 20 votes would win a board position. In a sparsely attended election, it may be possible that no candidate would meet the threshold and landowners would be denied the representation they voted for. The 20 Vote edict violates a basic tenet of democracy and most likely would bring the GLA to court if they decided to enforce it.
Democracy is a dynamic, vibrant system where people are allowed to freely choose their representatives by voting. Every vote must be counted and considered for a democracy to function effectively. In a fully functioning democracy minority representation is critical. All opinions, beliefs, and facts are vigorously debated before a course of action is agreed upon. Minority candidates can offer facts and opinions that status quo directors may not be aware of. Minority views can foster deeper debate, and greater understanding and ultimately enrich the community. Conversely, the Orwellian 20 Vote Edict seeks to preserve the status quo by placing a 20-vote minimum hurdle in front of minority candidates. One of the effects of the 20 Vote Edict would be to foster groupthink and promote harmony by eliminating candidates who do not adhere to the status quo beliefs. In the future, if the 20-vote minimum were raised it is possible that only a few candidates, if any, would win a seat on the board.
The Forum researched minimum voting thresholds for candidates and could not find a single application anywhere. We discovered that there are many ways of voting in corporate elections and each has benefits and shortcomings. But no corporation set a minimum vote threshold for board elections. In all of the corporate election examples we studied every vote cast was counted and considered; votes were never canceled.
The 20 Vote Edict may violate Montana contract law. When the GLA sent out Nomination Forms in August they were asking members to consider running for the board. When members returned completed Nomination forms they were accepting the GLA board's offer. A signed, binding contract was completed between two parties; the GLA and landowner candidates. On September 14th, before the nomination period ended, the GLA abruptly changed the terms of the contract by approving the 20 Vote Edict. They did not notify nor seek the permission of the landowners who already accepted their offer to run for elected office under the EXISTING rules. The court may rule that the GLA violated the rights of landowners by changing a contract mid-stream and without the candidate's permission.
Montana Annotated Code 35-2-533 Action by written ballot specifically exempts the election of directors from the "percentage of approvals necessary to approve" process. For example, changes to our Covenants require that 50% + 1 person vote yes for the matter to be approved. Montana legislators disapproved of any numerical minimum vote requirements for the election of corporate directors. It is not known if the GLA consulted a competent attorney to review their 20 Vote Edict before they voted to approve it. Forum emails to the GLA have gone unanswered.
The 20 Vote Edict also affects every landowner who is eligible to vote or run as a candidate. As such the GLA is obligated to seek landowner input via a mailing and 30-day comment period. That courtesy was never extended to landowners.
The 20 Vote Edict may violate Montana contract law. When the GLA sent out Nomination Forms in August they were asking members to consider running for the board. When members returned completed Nomination forms they were accepting the GLA board's offer. A signed, binding contract was completed between two parties; the GLA and landowner candidates. On September 14th, before the nomination period ended, the GLA abruptly changed the terms of the contract by approving the 20 Vote Edict. They did not notify nor seek the permission of the landowners who already accepted their offer to run for elected office under the EXISTING rules. The court may rule that the GLA violated the rights of landowners by changing a contract mid-stream and without the candidate's permission.
Montana Annotated Code 35-2-533 Action by written ballot specifically exempts the election of directors from the "percentage of approvals necessary to approve" process. For example, changes to our Covenants require that 50% + 1 person vote yes for the matter to be approved. Montana legislators disapproved of any numerical minimum vote requirements for the election of corporate directors. It is not known if the GLA consulted a competent attorney to review their 20 Vote Edict before they voted to approve it. Forum emails to the GLA have gone unanswered.
The 20 Vote Edict also affects every landowner who is eligible to vote or run as a candidate. As such the GLA is obligated to seek landowner input via a mailing and 30-day comment period. That courtesy was never extended to landowners.
Although the GLA has the authority to establish procedures for the Annual Election they do not have the power to arbitrarily change candidate qualifications as set forth in the Bylaws. If the board wanted to make modifications to candidate qualifications they must change the Bylaws which require a separate landowner vote. For example, the Bylaws state that a person must be in "good standing" to run for the board or vote. "Good Standing" is defined as a person who is up to date with their assessments and does not have any Covenant violations. To modify that the Bylaws must be changed. But the board could pass a rule that seeks to further define whether a person who owns several parcels can vote for just the ones that assessments are paid on. The rule would act as guidance for a procedure codified in the Bylaws.
The Bylaws allow the board to fill vacancies by appointment. A simple board majority vote is all that is required. The 20 Vote Edict removes the power of voting for minority candidates from landowners. The current Bylaws transfer that power directly to the board. One-half or six members of the 12-person board are usually up for election every year. Landowners in principle have the ability to elect fresh faces every year. The 20 Vote Edict could eliminate annual elections entirely by simply raising the minimum votes required threshold. Then the status quo board would have complete power over who serves with them because they control appointments. In essence, the 20 Vote Edict transfers the power of voting for representation to the GLA Board.
Proponents of the 20 Vote Edict may look to the concept of Quorum to invalidate votes. Quorum is the minimum number of votes needed for the GLA board or a committee to conduct corporate business. A quorum of 25% of all eligible voters is needed for any GLA election to be valid. If less than 25% of the eligible voters in Glastonbury fail to cast a ballot then the Annual Election would effectively become null and void. But are voters disenfranchised? Are votes counted and then discarded? No. A quorum is there to protect voters and the election process. If a quorum is not met then it is deemed that not enough of the landowners have responded, broad representation is not possible, and therefore, the GLA is prohibited from proceeding with the election. Votes may not be counted or discarded. A quorum prevents a small number of landowners from imposing their will upon all landowners.
The 20 Vote Edict seeks to preserve the status quo and eliminate minority views from the GLA Board of Directors. It contains the seeds that could eventually destroy our democracy and make the election process obsolete. It violates Montana State law, GLA Bylaws, and basic precepts of democracy. The 20 Vote Edict also increases landowner apathy and disgust with the GLA board. The 2023 Annual Election is the first GLA election where there are more open seats than candidates willing to fill them. Ironically the GLA has placed itself in the position of possibly preventing reform-minded candidates from invigorating a dying board that desperately needs fresh faces and committed directors.
When the ballots are tallied and the totals released at the GLA Annual Meeting on November 11th, we will know more. The Annual Meeting will be the first chance landowners will have to publicly question board members regarding Rule 20. It should be an interesting and revealing discussion. The Forum will attend the meeting and publish election results as soon as they are released.
UPDATE: The GLA has rescheduled the Annual Meeting to Saturday, December 9, 2023. It will take place at Emigrant Hall from 11-2pm. Landowners are invited to attend and bring their questions with them.
When the ballots are tallied and the totals released at the GLA Annual Meeting on November 11th, we will know more. The Annual Meeting will be the first chance landowners will have to publicly question board members regarding Rule 20. It should be an interesting and revealing discussion. The Forum will attend the meeting and publish election results as soon as they are released.
UPDATE: The GLA has rescheduled the Annual Meeting to Saturday, December 9, 2023. It will take place at Emigrant Hall from 11-2pm. Landowners are invited to attend and bring their questions with them.