Walnut House Cooperative

WHC Elections Policy

ELECTION RULES AND PROCEDURES OF WALNUT HOUSE COOPERATIVE FOR ELECTIONS

– adopted by the Board on 10/18/2020 after requisite 30-day comment period –

In compliance with Civil Code § 5105(a), as of this 18th day of October 2020, the Walnut House Cooperative the “Cooperative”) Board of Directors hereby adopts the following rules and procedures (the “Rules”) governing Walnut House Cooperative elections and member voting. These Rules implement new requirements of California law and are therefore intended to supplant any conflicting election procedure stated in the Cooperative’s Bylaws.  These Rules shall not be amended less than 90 days prior to an election.

  1. Elections Inspector. The Board of Directors shall, by majority vote, appoint an Elections Inspector who shall be an independent third party. The Elections Inspector may be, but is not required to be, a poll worker with the county registrar of voters, a licensee of the California Board of Accountancy or a notary public. The Elections Inspector may also be a member of the Cooperative but shall not be a member of the Board of Directors, a candidate for the Board of Directors, related to a member of the Board of Directors or related to a candidate for the Board of Directors. The Elections Inspector may not be a person, business or subdivision of a business that is currently employed by or under contract with the Cooperative or management company for a purpose other than to serve as the Elections Inspector.

    The Elections Inspector shall do all of the following:
    (a) Determine the number of memberships entitled to vote and the voting power of each;
    (b) Determine the authenticity, validity and effect of proxies, if any;
    (c) Receive ballots;
    (d) Hear and determine all challenges and question in any way arising out of or in connection with the right to vote;
    (e) Count and tabulate all votes;
    (f) Determine when the polls shall close, consistent with the Bylaws of the Cooperative;
    (g) Determine the tabulated result of the election;
    (h) Perform any acts as may be proper to conduct the election with fairness to all members in accordance with these Rules, the Cooperative Bylaws, and California law.

    The Elections Inspector shall perform his or her duties impartially, in good faith, to the best of his or her ability, as expeditiously as practical, and in a manner that protects the interest of all Members of the Cooperative. Any report made by the Elections Inspector shall be prima facie evidence of the facts stated in the report. The Elections Inspector may appoint and oversee additional persons to verify signatures and to count and tabulate votes as the Elections Inspector deems appropriate, provided that such additional persons are independent third parties.

  2. Ballots. Notwithstanding any conflicting provision in the governing documents, elections regarding assessments legally requiring a vote, election or removal of members of the Board of Directors, amendments to the governing documents or the grant of exclusive use of a common area property pursuant to Section 5100 of the California Civil Code shall be held by secret ballot in accordance with the procedures set forth in this Section 2. A quorum shall be required only if so stated in the governing documents or other provisions of law. If a quorum is required by the governing documents, each ballot received by the Elections Inspector shall be treated as a member present at a meeting for purposes of establishing a quorum. Ballots for voting shall be mailed by first class mail or personally delivered to each member at the member’s address as it appears on the membership book or if no such address appears at the member’s last known place of address.

    Ballots shall be mailed or delivered not fewer than thirty (30) days prior to the deadline for voting. The ballots shall be mailed or delivered by the Cooperative with two pre-addressed envelopes and instructions as to how to return the ballots. In order to preserve confidentiality, a voter may not be identified by name, address or unit number on the ballot. The ballot itself is not to be signed by the voter. The ballot itself is to be inserted into an envelope that is sealed. That envelope is to be inserted into a second envelope that is sealed. In the upper left-hand corner of the second envelope, the voter must sign his or her name, indicate his or her name, and indicate the address or separate interest identifier that entitles him or her to vote. The second envelope is to be addressed to the Elections Inspector. The envelope may be mailed or delivered by hand to a location specified by the Elections Inspector. The voting member may request a receipt for delivery.

  3. Voting and Tabulation of Votes. Pursuant to Section 1, the Elections Inspector shall determine when the polls open and close for voting. However, at a minimum, polls shall open upon delivery of the ballots pursuant to Paragraph 2 above and close 30 days thereafter. If the polls close at a membership meeting, the polls shall close and voting shall terminate no sooner than one hour following commencement of such membership meeting. Voting may also be conducted by mail (unless otherwise prohibited by the Bylaws). The Elections Inspector shall ensure a process, in compliance with these Rules, that allows members to vote by mail or in person. The time and place for voting, by mail and in person, as established by the Elections Inspector shall be provided to members by notice from the Secretary of the Board of Directors.

    All votes shall be counted and tabulated by the Elections Inspector in public at a properly noticed open meeting of the Board of Directors or the members. If the polls close at a meeting, the votes may be counted at the close of the polls. If the polls do not close at a meeting, the votes may be counted at a subsequent duly noticed and open meeting of the Board of Directors or members. Any member of the Cooperative may witness the counting and tabulation of the votes. However, no person, including a member of the Cooperative or an employee of the management company, may open or otherwise review any ballot prior to the time and place at which the ballots are collected and tabulated. The Elections Inspector or his or her designee may verify the member’s information and signature on the outer envelope prior to the meeting at which ballots are tabulated. Once a secret ballot is received by the Elections Inspector it shall be irrevocable. The results of the election shall be promptly reported to the Board of Directors of the Cooperative and shall be recorded in the minutes of the next meeting of the Board of Directors and shall be available for review by the members of the Cooperative.

    Within fifteen (15) days of the election, the Board of Directors shall publicize the results of the election in a communication directed to all members. The sealed ballots at all times shall be, and remain, in the custody of the Elections Inspector or at such location designated by the Elections Inspector until after tabulation of the vote, and until the time allowed by Section 5145 of the California Civil Code for challenging the election has expired, at which time custody shall be transferred to the Cooperative. If there is a recount or other challenge to the election process, the Elections Inspector shall, upon written request, make the ballots available for inspection and review by a Cooperative member or his or her authorized representative. Any recount shall be conducted in a manner that preserves the confidentiality of the vote. After transfer of the ballots to the Cooperative, the ballots shall be stored by the Cooperative in a secure place for no less than one (1) year after the date of the election. In the event of a recount or other challenge, the Board of Directors shall, upon written request, make the ballots available for inspection and review by Cooperative members or their authorized representatives. Any recount shall be conducted in a manner that shall preserve the confidentiality of the vote.

  4. Qualifications for Voting. Each membership interest shall have the right to vote on each matter submitted to the membership.

  5. Candidate Registration List and Voter List.  The Cooperative shall retain a candidate registration list and a voter list.  The voter list shall include name, voting power, and the physical address of the voter’s separate interest.  The mailing address for the ballot shall be listed on the voter list if it differs from the physical address of the voter’s separate interest.  The Cooperative shall permit Members to verify the accuracy of their individual information on both lists at least 30 days before the ballots are distributed.  The Cooperative or Member shall report any errors or omissions to either list to the Election Inspector who shall make the correction within two business days.

  6. Candidate Access to Cooperative Funds, Media, Newsletters, Website. Cooperative funds shall not be used for campaign purposes, except to the extent necessary for the Cooperative to comply with the duties imposed on it by law. Cooperative funds shall not be used to advocate the election or defeat of any candidate. If the Cooperative provides any access to Cooperative media, newsletters, or Internet websites during a campaign, the Cooperative must provide equal access to all candidates or Members advocating for a point of view. In the event that the statements or actions of an incumbent director, who is also a candidate for reelection to the Board of Directors, are reported in any Cooperative media solely in the context of that director’s performance of their duties, those reports or statements shall not constitute provision by the Cooperative of access to its media for campaign purposes.  The posting of campaign signs must be in compliance with current Cooperative rules and state law.  The Cooperative shall not edit or redact any content from these communications.  The Cooperative may include a statement specifying that the candidate or Member, and not the Cooperative, is responsible for that content.

  7. Candidate Access to Common Area. All candidates for election and all Members advocating a point of view reasonably related to the election, including points of view not endorsed by the Board of Directors, shall have reasonable access to the Cooperative’s common area meeting space during a campaign for election. Such access shall be at no cost to the candidate or Member seeking such access. This requirement shall not be interpreted as obligating the Cooperative to provide access to such meeting spaces at times when the space is normally and customarily utilized for other Cooperative purposes. The Cooperative retains its authority and responsibility to ensure that the common facilities are managed, operated, and accessed for the common benefit and enjoyment of all Cooperative Members.

  8. Qualifications for Candidates.  The nominee must be a Member at the time of nomination to qualify for candidacy. No Member may be nominated for election to the Board of Directors who jointly owns a Membership with another sitting director.  If the Cooperative is aware that a Member has a criminal conviction that, if elected, would prevent the association from purchasing a fidelity bond required under Civil Code section 5806 or would terminate the Cooperative’s existing fidelity bond coverage, the Cooperative may disqualify the Member from nomination for election to the Board of Directors.   The Cooperative shall not disqualify a Member from nomination if the person has not been provided the opportunity to engage in internal dispute resolution, if applicable.

  9. Nomination of Candidates.  Nominations may be made by written request or at any meeting of the membership or Board of Directors.  At least 30 days before the deadline to submit a nomination, the Cooperative shall properly notify Members of the deadline and procedure for submitting a nomination.  For written nominations, the Election Inspector shall post a nomination sheet, voting procedures, and voting schedule in the main communications area at least 30 days before the deadline to submit a nomination.  After the deadline to submit nominations, the nominees have 5 days to accept or reject their nominations, in writing, on the posted nomination sheet.  Nominated members who do not do so will not be included on the ballot.

    The deadline for nomination shall be at least 30 days prior to the distribution of ballots for the election of Directors and other elected positions.  Any Member of the Cooperative may nominate a qualified candidate for election to the Board of Directors or any other elected position, including themself.  The Secretary of the Board of Directors shall forward to each Member a list of the nominated candidates no less than 30 days before ballots are distributed. 

  10. Instant Runoff Voting (IRV).  Prior to the distribution of ballots, the Board of Directors, by majority vote, can opt to use the following IRV procedures.  Members will rank the candidates they wish to elect. 
  • To count the IRV ballots, the Elections Inspector shall follow the procedure pursuant to Section 3 of these Rules in addition to the following procedure:
    • a) Place labels on the table for each candidate and for “no candidate.”  During the counting, sorted ballots will be placed next to the labels.
    • b) Count and record the number of all ballots.
    • c) Compute the “no candidate” quota by subtracting the number of valid ballots required to meet the quota from the number of submitted ballots. If the number of ballots in the “no candidate” pile exceed the “no candidate” quota, it would be impossible for a candidate to meet the quota and win a seat.
    • d) For a contest with a single seat to be elected, proceed according to the following steps:
      • i) First, sort each ballot according to the following rules: An invalid or blank ballot goes into the “no candidate” pile, even if there are other marks on the ballot. A ballot with a single choice ranking (even if this ranking is a number higher than numeral “1”) goes on the pile next to the name of the ranked candidate. A ballot with multiple first choice rankings goes into the “no candidate” pile. This will yield a pile of ballots for each candidate, and a pile of “no candidate” ballots.
      • ii) Check to see if the number of ballots in the “no candidate” pile exceeds the “no candidate” quota. If so, then none of the candidates can reach the quota, there will be no winner and the count is over.
      • iii) If the “no candidate” pile count does not exceed the “no candidate” quota, determine if the candidate with the most votes has reached a sufficient number of affirmative votes to be elected. If so, that candidate is elected and the count for that contest is over.
      • iv) If neither criteria ii) nor iii) is met, then the candidate with the fewest number of ballots in her/his pile is eliminated from consideration and proceed to step “v)”. However, if two or more candidates are tied as the weakest candidate:
        • (1) Eliminate all such tied candidates who are ranked by fewer voters than would be necessary to achieve a sufficient number of affirmative votes because they could never win, and proceed to step “v)”. If there are no such candidates, proceed to step “(2)”.
        • (2) Separate versions of the count shall continue until one of the tied candidates is eliminated. Proceed to step “v)”.
      • v) Take the pile of ballots for the eliminated candidate (the one with the fewest votes) and redistribute each ballot to the next-choice candidate on that ballot who is still in the race, skipping previously eliminated candidates, if necessary. If a ballot does not rank any more candidates still in the race or ranks more than one candidate equally for the next ranking, the ballot is added to the “No Candidate” pile.  In a tie pursuant to step iv) above, this process will be completed twice, using the second choice rankings of each of the ballots that ranked the tied candidates first until one of the candidates is eliminated
      • vi) Go back to step ii) above. Proceed with this process until the election is determined under either ii) or iii) above.
    • e) For a multi-seat contest, use the following steps:
      • i) Use the procedure described above in section (d) to select the first elected candidate.
      • ii) If there is an elected candidate, recount the ballots as described above, except that rankings for the previously elected candidate(s) are ignored – that is, they are skipped over when processing the ballots, but the lower rankings of those ballots are counted until the rankings are exhausted.
      • iii) Repeat step ii) until winners have been elected for all seats or until no additional candidate reaches the sufficient number of affirmative votes.