Election Rules

Resolution of Board of Directors
of Park River Oak Estates Homeowners Association

Whereas Civil Code Section 1363.03, effective July 1, 2006, requires all homeowner associations to adopt rules relating to the conduct of association elections of its Board of Directors; and

Whereas legal counsel for the Association has prepared election rules which comply with the new law; and

Whereas the Board has reviewed the proposed election rules and determined that it is in the best interests of the Association to adopt the rules; and

Whereas the proposed new election rules were distributed to all members of the Association at least thirty days before this resolution was considered and members have been given an opportunity to provide comments to the Board at an open meeting concerning the proposed rules.

THEREFORE, IT IS HEREBY:

Resolved that the attached proposed election rules (pages 2-9, including Director Application as Appendix) shall be adopted as part of the governing documents of Park River Oak Estates Homeowners Association, shall be effective immediately, and shall be distributed to all members of the Association within fifteen days of the date of this resolution; and

Resolved Further that this resolution be filed and maintained with the Minutes of the proceedings of the Board of Directors for Park River Oak Estates Homeowners Association.

Certificate of Secretary

I, ___________________________________, Secretary of Park River Oak Estates Homeowners Association hereby certify that the above Resolution was adopted by the Board of Directors in accordance with California law and the governing documents of the Association, at a duly noticed Board meeting at which a quorum was present, on July 31, 2007.

Park River Oak Estates Homeowners Association
FINAL ELECTION   RULES
[Rev 07-06]

These Rules have been adopted pursuant to Civil Code Section 1363.03, and supersede provisions in the Bylaws or CC&Rs regarding elections, except in numerous matters where deference to the Association’s existing governing documents is required by the law.   Where adherence to the Association’s existing Bylaws and CC&Rs is not specified in the new laws, these Rules shall govern.

Definitions and Types of Elections Impacted

1. As used in these Rules, “Ballot” refers to a written document prepared in accordance with these Rules and mailed to the members of the Association who are entitled to vote in a particular election.
2. Any other capitalized terms not otherwise defined shall have the same meaning as in the Bylaws or CC&Rs.
3. Except as otherwise allowed by law, these Rules shall be applicable to, and shall be the only method for conducting all Association elections, including, but not limited to:  Assessments in excess of 20 percent (20%) of current Regular Assessments, Directors, Governing Documents, and the grant of exclusive use of Common Area to a Member.  Annual and Special meetings of the Members may still be called, but votes on any matter requiring Member approval must be conducted pursuant to these Rules.
4. A quorum requirement of thirty-three percent of Members Eligible to Vote is established in the Park River Oak Estates Bylaws, which shall be applicable to these elections according to Civil Code Section 1363.03b.

Qualifications for Voting and the Voting Powers of Members

5. Only Members in Good Standing shall be considered “Members Entitled to Vote,” for purposes of these Rules.  In order to be in good standing, a Member must be current in the payment of all Assessments imposed in accordance with the Governing Documents, and not subject to any suspension of Membership rights.  A person meeting these qualifications shall be considered a “Member Entitled to Vote” for purposes of these Rules.
6. Co-Owners of a Lot (by Grant Deed), if otherwise qualified, shall be considered a single “Member Entitled to Vote” for purposes of these Rules.  In other words, each parcel address in the complex (or Lot) is entitled to only one vote per Lot of an Association Member, regardless of the number of co-owners.
7. Each Member Entitled to Vote shall be entitled to cast one vote for each matter to be decided by the election.  In Director elections, each position to be filled on the Board is considered a separate matter to be decided, so that a Member Entitled to Vote may cast the number of votes equal to the number of positions on the Board to be filled.
8. There is only a single class of membership in the Association.  Each vote by a Member Entitled to Vote is entitled to the same weight in any election.

Nomination of Directors

9. Article of the Bylaws / CC&Rs ([7.2] section 2) sets forth the qualifications for serving on the Board of Directors.  The affairs of this Association shall be managed by a Board of up to five (5) persons, where all Directors a) must be Members of this Association; b) must be Owners of Lots; c) must be in Good Standing with all Assessments current; d) not subject to any suspension of membership rights, and e) must reside within the Park River Oak Estates complex properties.
10. Further, Article of the Bylaws / CC&Rs ([7.4] section 4d) requires that in order to be eligible for nomination and election to the Board, a candidate member must be certified by the Association Secretary that he or she is in Good Standing with the Association and is current in the payment of Assessments both at the time his or her name is placed in nomination, and as of the election date.
11. At least sixty days before the Association sends Ballots to the Members for election of Directors, the Board shall appoint a Nominating Committee whose duties shall include reviewing all Board Applications to determine if a candidate is a Qualified Candidate. The Nominating Committee may also solicit persons to run for the Board, and shall require all such persons to complete a Candidate Application and Media Statement. The Nominating Committee must be composed of independent third party Association members and shall be an odd number of three, only.  The independent third parties may not be Board Members, candidates of the election, or related to any degree or in any form to a Board member or a candidate by blood, relationship, or employment.
12. At least sixty days before the Association sends Ballots to the Members for election of Directors, the Nominating Committee shall send a request for candidate statements to all Members, with a notice of the last date for submitting such statements.  Any Qualified Candidate (see above requirements) may nominate themselves.  Any such person shall complete, sign and return, by the date indicated, to the Nominating Committee a Statement of Interest to be an Association Director.  All person’s candidate applications shall be included with the Ballot for Election of Directors, except where prohibited by Civil Code Section 1363.04b for specified forms of campaigning as defined by the Civil Code.
13. At least thirty days before the Association sends Ballots to the Members for election of Directors, the Nominating Committee shall report to the Board the identity of all persons who are Qualified Candidates and whose names shall appear on the Ballot.  If any person has submitted a Board Application and has been found by the Nominating Committee not to be a Qualified Candidate, the Nominating Committee shall notify such person in writing of its finding and the reasons why such person was found not to be a Qualified Candidate.
14. The Park River Oak Bylaws allow for nominations from the floor of the Annual meeting, therefore nominations from the floor of such meeting shall be permitted, if requested.

Election of Directors

15. The Ballots for Director Elections shall set forth the names and Application Statements of all Qualified Candidates whose names have been placed in nomination at the time the Ballot is issued.  The Ballot shall also provide a space where the Member can designate a vote for another (i.e., write-in) candidate.
16. Article V, 5.5a(ii) of the Bylaws requires “in the case of a membership meeting or written Ballot called or conducted for any purpose, the quorum shall be thirty-three (33%) percent of the Members Eligible to Vote” in order to consider a Director election valid.  If the minimum quorum requirement is not satisfied by the initial meeting date, at a “reconvened meeting the quorum percentage shall be reduced to 15 percent of the voting power of the Members.”

Form of Ballot

17. Elections conducted under these Rules shall be by a written Ballot mailed to each Member of the Association in Good Standing who is entitled to vote.  Such written Ballot shall set forth the proposed action and provide an opportunity to specify approval or disapproval of the proposed action.
18. Ballots shall state the date and time by which the Ballot must be received by the Inspector of Election in order to be counted.  The deadline for return of the Ballots shall be at least thirty days after the date the Association mails the Ballots to the Members, but the Board may authorize a longer time period for Ballot return.  Park River Bylaws Article 4.6, Section 6 requires mailed written Ballots to be distributed to all eligible Members at least 30 days prior to the final date that the Ballots must be received by the Association in order to be counted.
19. The Inspector(s) of the Election must be independent third parties and shall be an odd number of one or three, only.  The independent third party may not be a Board Member, a candidate of the election, or related to any degree or in any form to a Board member or a candidate by blood, relationship, or employment.
20. The Ballot shall not on its face provide any method for identifying the Member who is voting.  The Ballot itself is not signed by the voter.  Instead, a double envelope system shall be used in which the marked Ballot is placed in a sealed envelope, which is then placed in another sealed envelope.  In the upper left-hand corner of the outer envelope containing the Ballot, the Member must: a)  print and sign their name, and b)  indicate the mailing address of their Lot, or their Lot number.

Distribution of Ballots

21. The Board may determine a record date for each election conducted, pursuant to these Rules, and the Owner of record on such record date shall be entitled to receive a Ballot. If no record date is established by the Board, the record date shall be the date the Ballots are mailed to the Members.
22. Ballots shall be mailed by first-class mail to each Member Entitled to Vote at the address for the Member indicated in the Association records.  If a Member wishes to have a Ballot sent to an address different from the address indicated in the Association’s records, such member must notify the Association in writing of the address to which the Ballot is to be sent, prior to distribution of the Ballots.
23. One Ballot will be provided for each Lot.  In the event there are multiple Owners of Lot, the Owners must jointly decide how the Ballot is to be completed.  If a Ballot is misplaced, a duplicate Ballot will be provided upon written request of the Owner.

Proxies

24. “Proxy” means a written authorization signed by a Member or the authorized representative of the Member that gives another Member or Members the power to vote on behalf of the Member.
25. Distribution of proxies is not required by statute, and the Civil Code defers to the Association’s Governing Documents.  Park River Bylaws 4.5, Section 5g and Article IV, Section 6 prohibits all proxy voting by mailed, written Ballot.
26. The first page of a Proxy that is submitted to the Association must identify proxy giver, proxy holder, date proxy was given, and signature of proxy-giver, but the second page with instructions cannot identify the persons giving the proxy rights. 
27. Any instruction given in a Proxy that directs the manner in which the proxy-holder is to cast the vote shall be set forth on a separate page of the proxy that can be detached and given to the proxy holder to retain.  The proxy-holder is obligated to follow the proxy-giver’s designated preferences.
28. As long as permissible by the Governing Documents, the Association may allow a Member to attend a meeting by Proxy for quorum purposes only.  Park River allows this form of Proxy for a term not to exceed eleven months from the date of issuance.
29. Proxies shall not be used in lieu of Ballots.

Inspectors of Election

30. For all elections conducted under these Rules, the Board shall appoint either one or three persons (only) to act as Inspectors of Election at least thirty days before sending Ballots to the Members.  Inspectors may be members of the Association but shall not be a member of the Board or a candidate for the Board or related to a Director or candidate for the Board in any manner.  The Association’s manager, counsel, accountant, or any other person not expressly disqualified under the Rule disqualifying employees may serve as an Inspector for Election.  Inspectors of Election may appoint and oversee additional persons to count and tabulate votes, provided that the persons are also independent third parties.
31. The duties of the Inspectors of Election shall be as follows: a) determine the number of Members Entitled to Vote and the voting power of each; b) determine the authenticity, validity, and effect of proxies (if allowed by Governing Documents); c) receive Ballots and determine their validity (address and signature on envelope, etc.); d) publicly count and tabulate all votes; e) determine when the Balloting period closes; f) determine the results of the election; g) hear and determine all challenges and questions in any way arising out of or in connection with the right to vote; and h) perform any other acts necessary to assure the fairness of the election. The Inspectors of Election may consult with others, including the Board of Directors and the Association’s manager, with respect to performing their duties.
32. The Inspectors of Election shall perform their duties impartially, in good faith, to the best of their ability, and as expeditiously as possible.  If there are three Inspectors of Election, the decision or act of a majority of the inspectors shall be deemed to be the decision of all.
33. The Inspectors of Election may be compensated for their services as inspectors only if deemed appropriate by the Board of Directors.

Completion, Collection, and Tabulation of Ballots

34. Each Member casting a Ballot must complete the Ballot pursuant to the instructions accompanying the Ballot, place the unsigned Ballot in an unmarked envelope and seal it, and place the unmarked envelope in another envelope addressed to the Inspectors of Election. The two envelopes will be provided to each Member with the Ballot. No more than one Ballot shall be placed in the two envelopes. Persons owning multiple Lots must use a separate double envelope for each Lot owned.
35. In the upper left hand corner of the outer envelope containing the Ballot, the Member must print and sign their name, and indicate the mailing address of their Lot or Lot number.  Failure to include this information on the outer envelope may render the Ballot invalid.  The outer envelope shall be sealed and mailed or delivered to the Inspectors of Election at the address provided.  A Ballot is irrevocable once it is received by the Inspectors of Election.  The Inspectors of Election may verify the Member’s information and signature on the outside envelope prior to the election.
36. The Inspectors of Election shall keep the unopened Ballot envelopes in a safe and secure location until the Ballots are opened and tabulated and the final results of the election announced to the Members.
37. Only the Inspectors of Election or their assistants may receive or handle the sealed Ballot envelopes and Ballots until the envelopes are opened, the Ballots are counted, and the results announced to the Members.  The Ballots shall remain unopened in a secure location where the Ballot envelopes may be placed in a Ballot box.   The Inspectors shall have the only access to the Ballots in the box until the election is completed.
38. The Ballots shall be counted and tabulated by the Inspectors of Election in public at a properly noticed meeting of the Board or of the Members, such as the Annual Meeting.  Any candidate or other member of the association may witness the counting and tabulation of the votes.
39. Ballots which are rejected and not counted shall have the reason noted on the outside envelope, such as “duplicate,” “unsigned,” “delinquent,” etc.
40. The Inspectors shall promptly report the vote outcome to the Board and the outcome shall be recorded in the minutes of the next meeting of the Board and shall be available for review by the Members.  Upon tabulation of the Ballots, the Board shall notify the Members of the outcome of the vote within fifteen days following the close of the Balloting process and tabulation of the Ballots.  If the number of Ballots cast is insufficient to satisfy the minimum quorum requirements for valid action, the Board may extend the deadline for return of the Ballots by a reasonable time.
41. The Board may, at its discretion, at a regular or special meeting open to the Members, request and allow the Inspectors of Election to tabulate the votes received to date on a matter for which a Ballot has been distributed to the Members even though the deadline for return of the Ballots has not yet passed. The Board may extend the deadline for return of the Ballots by a reasonable time.
42. The Board may allow Ballots and late assessment to be accepted at the special meeting where the votes will be tabulated, if the tabulation process is not interrupted.  Late dues and assessments will be accepted if paid by cashier’s check or money order.
43. Following tabulation of the votes, the Ballots shall be transferred by the Inspectors of Election to the custody of the Association, which shall keep the Ballots in a secure location for at least one year.
44. In the event of a recount or other challenge to the election process, the Association shall, upon written request, make the Ballots available for inspection and review by Members or their authorized representatives.  Any recount shall be conducted in a manner that shall preserve the confidentiality of the vote.
45. The total number of election Ballots will be applied/added to the quorum count for the Annual meeting where the Ballots are counted.  No property lot number will be counted twice to establish meeting quorum.

SB 61 Election Campaign Requirements

46. There shall be equal access to all board candidates and HOA members to all Association media during an election, for purposes reasonably related to that election, if access is given to anyone.  Monetary restrictions listed below apply.
47. The Association may not redact or edit any content from candidate/member media content.
48. There shall be equal access to common area meeting space, free of charge, to all candidates and all Association members for gatherings and purposes reasonably related to the election.
49. Restrictions are the following:
    1. Association funds shall not be spent for “campaigning” purposes in connection with any Association election.  Association funds shall not be spent in any manner, including mailing “campaigning” statements with the Ballot.
    2. You may mail or distribute your own uncensored candidate statement at your own expense if campaigning exists. 
    3. “Campaigning” is defined as:
       1. Expressly advocating the election or defeat of any Board of Directors’ candidate or Ballot measure;
       2. Including the photograph, or prominently featuring the name of any candidate in any communication from the Association or Board of Directors within 30 days of an election, excepting the Ballots and Ballot materials;
       3. This restriction does not apply to the listing of the name of candidates and including the appropriate permitted media statements with the Ballot and Ballot materials.  No photographs or “campaigning” are permitted as part of “media statements.”

Application for Director on the Park River Oak Estates Board of Directors

If you would like to be a candidate for the Board of Directors, please complete this application and return it to the Park River Oak Nominating Committee at 7788 Park River Oak Circle, Sacramento CA 95831.  Please return this form no later than September 1, 2007.   Ballots will be mailed out soon after, so a deadline extension is most likely not possible.

Name: _____________________________________ Lot number:                               

Mailing address:                                                                                                                              

Telephone (home): _______________________ (cell): _______________________

e-mail address:                                                                                                                          

Members have a right to an informed vote.  Please provide information about your background and interest in being a Board Member, which will be published as is with the Ballots.  Please sign and date your media statement and attach to this form.

SB 61 Election Law Campaign Requirements:

1. There shall be equal access to all board candidates and HOA members to association media during an election, for purposes reasonably related to that election, if access is given to anyone.  Restrictions listed below apply.
2. The Association may not redact or edit any content from candidate/member media content.
3. There shall be equal access to common area meeting space, free of charge, to all candidates and all Association members for purposes reasonably related to the election.
4. Restrictions are the following:
   1. Association funds shall not be spent on “campaigning” purposes in connection with an Association election.  Association funds shall not be spent in any manner, including mailing “campaigning” statements with the Ballot.
   2. You may mail or distribute your own candidate statement at your own expense if “campaigning” exists.  “Campaigning” is defined as:
      1. Expressly advocating the election or defeat of any Board of Directors’ candidate or Ballot measure;
      2. Including the photograph, or prominently featuring the name of any candidate in any communication from the Association or Board of Directors within 30 days of an election, excepting the Ballots and Ballot materials;
      3. This restriction does not apply to the listing of the name of candidates and including the appropriate permitted media statements with the Ballot and Ballot materials.  No photographs are permitted with “media statements.”  You directly present yourself and your beliefs in a statement.