Bylaws Article IV
ARTICLE IV
Membership Voting
[4.1] Section 1. Single Class of Membership.
The Association shall have one class of voting membership.
[4.2] Section 2. Member Voting Rights.
On each matter submitted to a vote of the Members, whether at a meeting of the membership called and held pursuant to the provisions of these Bylaws or otherwise, each Member shall be entitled to cast one vote for each Lot owned by such Member. Single memberships in which two or more persons have an indivisible interest shall be voted as provided in Article III, Section 3 of these Bylaws.
[4.3] Section 3. Eligibility To Vote.
Only Members in good standing shall be entitled to vote on any issue or matter presented to the Members for approval. In order to be in good standing, a Member must be current in the payment of all assessments levied against the Member’s Lot and not be subject to any suspension of voting privileges as a result of any disciplinary proceeding conducted in accordance with the Declaration App C Article 14, Section 6). A Member’s good standing shall be determined as of the record date established in accordance with Article V. Section 8. The Association shall not be obligated to conduct a hearing in order to suspend a Member’s voting privileges on the basis of the nonpayment of assessments, although a delinquent Member shall be entitled to request such a hearing in accordance with the Declaration.
A Member who owns more than one Lot shall be ineligible to vote if that Member is delinquent with respect to any such Lots.
[4.4] Section 4. Manner of Casting Votes.
(a) Voting at Membership Meetings.
Due to the size of the Association’s membership and the number of nonresident Members, all Member voting shall be conducted by written ballot (see Article IV, Section 6). Voting at any membership meetings shall be limited to
(i) the receipt of written ballots previously mailed to the Members;
(ii) the conduct of informational, nonbinding votes to poll the Members in attendance with respect to a matter or of interest to the Association or the common interest development;
(iii) to approve a motion for the submission of a matter or proposal to the members for a vote by written ballot in accordance with Article IV, Section 6; or (iv) votes on procedural matters relating to the conduct of the meeting, such as a vote to adjourn. Any motion pursuant to subparagraph (iii) of the preceding sentence must be approved by the affirmative vote of at least 5 percent of the voting power of the Members (see subparagraph (h) of Article 4, Section 6, below).
The vote on any other issue properly before a meeting of the Members shall be conducted by secret ballot when determined by the chairman of the meeting, in his or her discretion, or when requested by 10 percent of the voting power present at the meeting.
Except for the limited membership voting permitted at meetings (see subparagraph (a), above), Members’ votes shall be solicited by written ballot with respect to any issue requiring membership approval under the Governing Documents or by law. Written ballot voting shall be conducted in accordance with Article IV, Section 6.
Members otherwise eligible to vote at a meeting may do so in person or by proxy issued as provided in Article IV, Section 5.
Each Member entitled to vote at any election of directors where more than two positions are to be filled shall have the right to cumulate his or her votes by giving one candidate a number of votes equal to the number of directors to be elected, multiplied by the number of votes to which the Member is entitled, or by distributing his or her votes on the same principle among as many candidates as he or she desires. No Member shall be entitled to cumulate votes unless
(i) the candidate’s name or candidates’ names have been placed in nomination before the voting, and
(ii) a Member has given notice at the meeting, and before the voting, of the Member’s intention to cumulate the Member’s votes. If any one Member has given such notice, all Members may cumulate their votes for candidates in nomination.
Any Member entitled to vote may do so either in person or by one or more agents authorized by a written proxy signed by the Member and filed with the Secretary of the Association. Anyproxy shall be for a term not to exceed 11 months from the date of issuance, unless otherwise provided in the proxy, except that the maximum term of any proxy shall be three years from the date of execution. Proxy forms shall be dated to assist in verifying their validity.
Every proxy continues in full force and effect until revoked by the issuing member prior to the vote pursuant thereto subject to the maximum term of a proxy set forth in subparagraph (a), above. Any proxy issued hereunder shall be revocable by the person executing such proxy at any time prior to the vote pursuant thereto, by
(i) delivery to the secretary of a written notice of revocation,
(ii) a subsequent proxy executed by the Member executing the prior proxy and presented to the meeting, or
(iii) as to any meeting, by attendance at such meeting and voting in person by the Member executing the proxy. The dates shown on the forms of proxy presumptively determine the order of execution, regardless of the postmarks shown on the envelopes in which they are mailed. A proxy shall be deemed revoked when the secretary shall receive actual notice of the death or judicially declared incompetence of the Member issuing the proxy, or upon termination of such Member’s status as an Owner of a Lot as provided in Article Ill, Section 1.
(c) Validity of Proxies With Respect to Certain Material Transactions.
Any proxy given with respect to any of the matters described in this subparagraph (c) shall be valid only if the proxy form sets forth a general description of the nature of the matter to be voted on. The matters subject to this requirement are:
(i) Removal of directors without cause;
(ii) Filling of vacancies on the Board;
(iii) Approval of contracts or transactions between the Association and one or more of its directors, or between the Association and a corporation, firm or association in which one or more of its directors has a material financial interest;
(iv) Amendment of the Articles of Incorporation, these Bylaws, or the Declaration;
(v) Action to change any Association assessments in a manner requiring membership approval under the Declaration;
(vi) Sale, lease, exchange, transfer or other disposition of all or substantially all of the Association’s assets otherwise than in the regular course of the Association’s activities;
(vii) Merger of the Association or an amendment to an agreement of merger; and
(viii) Voluntary dissolution of the Association.
(i) If the form of proxy lists one or more matters to be acted upon and the issuer of die proxy has specified a choice with respect to any such matter (including a preference in voting for candidates for election to the Board), the proxy holder shall be obligated to cast the vote represented by the proxy in accordance with the issuer’s designated preference.
(ii) If a proxy form issued in connection with the election of directors lists the candidates’ names and the proxy is marked by a Member “withhold” or otherwise marked in a manner indicating that the authority to vote for the election of directors is withheld, the proxy holder shall not vote the proxy either for or against the election of a director. If any proxy issued in connection with the election of directors is marked so as to direct the proxy holder to vote the proxy for a specified candidate or candidates, the proxy holder shall vote in accordance with the direction of the proxy issuer.
(e) Restriction or Elimination of Proxy Rights: Limitation on Authority.
No amendment of the Articles or Bylaws repealing, restricting, or expanding proxy rights may be adopted without approval by the affirmative vote of a majority of the voting power of each class of Member represented and voting at a duly held meeting at which a quorum is present, or the affirmative vote of a majority of the voting power of Members by written ballot as provided in Article IV, Section 6.
(f) Proxy Rules for Memberships Held by More Than One Person.
Where two or more persons constitute a Member, any proxy with respect to the vote of such Member shall be signed by all such persons. All such persons may attend meetings, but no vote of such Member shall be cast without the unanimous consent of all persons present at such meeting constituting each Member.
(g) No Proxy Voting in Connection With Written Ballots.
Proxy voting shall not be allowed when Members’ votes are solicited by written ballot in accordance with Article IV, Section 6.
Any proxy issued hereunder shall be revocable by the Member executing such proxy at any time prior to the vote pursuant thereto, by
(i) delivery to the secretary of a written notice of revocation; or
(ii) as to any meeting, by attendance at such meeting and voting in person by the Member executing the proxy. A proxy shall be deemed revoked when the secretary receives actual notice of the death or judicially declared incompetence of the issuing Member, or upon termination of such Member’s status as an Owner of a Lot as provided in Article III, Section 2.
[4.6] Section 6. Action by Written Ballot Without a Meeting.
(a) Definition of Written Ballot.
A “written ballot” is a ballot that is mailed or otherwise distributed to every Member entitled to vote on the matter and that complies with the requirements of this Section 6. The term “written ballot” does not include a ballot distributed to Members at a meeting for purposes of conducting a vote of the Members at such meeting.
(b) Written Ballots Generally.
Any matter or issue requiring the vote of the Members, other than the election of directors, may be submitted for vote by written ballot without the necessity of calling a meeting of the Members, so long as the requirements for action by written ballot set forth in this Section 6 are met. The determination to seek Member approval for Association actions in this fashion shall be made by a majority vote of the Board.
Once the determination is made to seek Member approval by written ballot, the Board shall establish a record date (see Article V, Section 8(a)(iii)) and distribute a written ballot to every Member entitled to vote on the matter. This distribution shall be made consistent with the time requirements specified in subparagraph (d) below.
(c) Content of Written Ballots.
Any written ballot distributed to the Members to vote on any issue other than the election of directors shall set forth the proposed action and provide an opportunity to specify approval or disapproval of the proposal.
(d) Balloting Time Requirements.
Written ballots shall be distributed to all eligible Members at least 30 days prior to the final date the written ballots must be received by the Association in order to be counted.
All written ballots shall provide a reasonable time within which to return the written ballot to the Association and shall state on the face of the ballot or in an accompanying notice the date by which the written ballot must be returned in order to be counted.
The time fixed for the return of written ballots may be extended only if the Board so notifies the Members in the balloting solicitation materials originally sent to Members and then for no more than two successive periods of 45days each.
(e) Requirements for Valid Member Action by Written Ballot.
Membership approval by written ballot shall be valid only if
(i) the number of votes cast by ballot within the time established for return of the ballots equals or exceeds the quorum (as specified in Article V, Section 5)that would have been required to be present at a membership meeting if such a meeting had been convened to vote on the proposal; and
(ii) the number of affirmative votes equals or exceeds the number of affirmative votes that would have been required to approve the action at such a meeting.
Written ballots shall be solicited in a manner consistent with the requirements of Article V, Section 4, pertaining to issuance of notices of Members’ meetings. All solicitations of written ballots shall indicate
(i) the number of responses needed to meet the quorum requirement for valid action,
(ii) the time by which the written ballot must be received by the Association in order to be counted, and
(iii) the percentage of affirmative votes necessary to approve the measure. If the period for the return of written ballots is extended under subparagraph (d), the Board shall be entitled to announce to the Members the aggregate votes for or against the proposal received as of the extension date.
(g) Additional Balloting Procedures.
If deemed necessary by the Board, the written ballot shall be conducted in accordance with such additional procedures, not inconsistent with the provisions of this section, as may be prescribed by a firm of public accountants of good repute who may also be retained to supervise the secrecy and conduct of the balloting process.
(h) Notification of Results of Balloting Process.
Upon tabulation of the written ballots, the Board shall notify the Members of the outcome of the vote within 30 days following the close of the balloting process and tabulation of the ballots. If the number of written ballots cast with respect to any matter is insufficient to satisfy the minimum quorum requirements, the Board shall so notify the Members.
(i) Prohibition of Revocation.
Once exercised, a written ballot may not be revoked.
(j) Conduct of Informational Meetings.
Use of the written ballot procedures provided herein shall not preclude the Association from also conducting informational meetings of the Members or from scheduling a meeting to coincide with the culmination of the balloting period.