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POLICY RESOLUTION 2017-1
(Electronic Voting Procedures)
WHEREAS, Article X of the Bylaws permits Owners to vote by Proxy; and
WHEREAS, Section 55-515.3 of the Virginia Property Owners’ Association
Act (“Act”) permits the use of electronic means for the purposes of
voting, sending notices, obtaining consents and other items delineated
therein, unless the declaration and bylaws expressly provide otherwise; and
WHEREAS, Section 55-515.3(D) of the Act states that the Association may
conduct voting via electronic transmission provided that a record is
created as evidence thereof and maintained as long as such record would
be required to be maintained in non-electronic form; and
WHEREAS, Section 55-515.3(F) of the Act states that if any person does
not have the capability or desire to conduct business using electronic
transmission, the Association is required to make a reasonable
accommodation to such person, at the Association’s expense; and
WHEREAS, Section 55-515.3(D) of the Act states that to the extent the
governing documents or rules adopted thereto expressly so provide, a
vote or proxy may be submitted by electronic transmission, provided that
any such electronic transmission shall either set forth or be submitted
with information from which it can be determined that the electronic
transmission was authorized by the owner or the owner’s proxy; and
WHEREAS, the Uniform Electronic Transactions Act has been adopted in
Virginia and Section 59.1-486 of the Virginia code requires an
electronic signature that is unique to the signer, capable of
verification, under the signer’s sole control, linked to the record in
such a manner that it can be determined if any date contained in the
record was changed subsequent to the electronic signature being affixed
to the record and created by a method appropriately reliable for the
purpose for which the electronic signature was used; and
WHEREAS, the Board has determined that the governing documents of the
Association do not otherwise prohibit the Association from adopting
electronic voting procedures and the Board deems it to be in the best
interest of the Association to do adopt such procedures.
NOW THEREFORE, BE IT RESOLVED THAT the following electronic voting
procedures are hereby established and adopted by the Board of Directors:
A. Notice of meetings of the Association shall be sent to the
membership in accordance with the provisions of Article X of the
Bylaws. The notice will provide the date, time and location of the
meeting and the procedures for conducting voting, including electronic
voting. The notice will also contain instructions to vote via a paper
proxy for those owners who chose to do so.
B. In order to be eligible to vote electronically, owners must
register the email address they intend to vote from with the Association
at least 7 days prior to the meeting at which the vote is to take place
and certify that communications sent from that email address meet the
signature requirements of Virginia Code Section 59.1-486. Votes sent
electronically that do not originate from an email address previously
registered with the Association be deemed invalid.
C. Witness signatures required for valid proxies may be signed
electronically provided that the electronic witness signature complies
in all respects with the signature requirements of Virginia Code Section
59.1-486. Witness signatures need not be signed by an owner. However,
owners who are submitting proxies by electronic means must retain an
original of their witness signature for verification purposes, which may
be demanded by the inspector of election and Secretary in order to
validate any proxy or ballot. All proxies must include witness
addresses whether submitted electronically or in writing.
D. The Board reserves the right to retain and use a 3rd party vendor
to conduct the electronic voting on behalf of the Association. In the
event that such a vendor is used to facilitate electronic voting, that
vendor must have procedures in place to ensure that votes cast
electronically originated from a registered owner of a lot within the
Association. If such a vendor is not retained by the Board, the Board
may proceed with allowing electronic voting pursuant to this policy.
E. Electronic votes may be cast until the voting deadline detailed on
the official notice of meeting. Votes by paper proxy must be mailed to
the address listed on the proxy form, with all required information
filled out properly, and received by the deadline contained therein.
Any proxy forms or electronic votes received after their deadlines shall
not be counted. There will also be paper ballots issued at the semi –
annual meeting or specially called meeting for in-person attendees. In
other words, owners may cast their votes electronically via the
proxy/ballot form received from a registered email address, in writing
using the proxy/ballot form, or in person at the annual meeting,
whenever the Board determines to use electronic voting. A quorum of a
one tenth (1/10th) of the votes of the membership is required to be
present at the meeting in person or by proxy in order to conduct the
meeting, except as otherwise provided in the Declaration. Owners
voting electronically or via written proxy form (filled out correctly)
will be counted as present at the meeting.
F. All electronic votes shall be kept or stored electronically in a
secure manner until the ballots and/or preliminary electronic vote tally
have been released to the inspectors of election and Secretary for
counting or verification. All proxy forms shall be kept in a secure
location until the voting deadline as well.
G. Proxy forms and electronic proxy/ballots may be counted and
recorded using an electronic preliminary tally. Vote counters shall
present all voidable ballots or proxies to the [inspectors of election
and[ Secretary for a ruling on the validity of the ballot/vote(s) in
question. The vote counters shall certify the preliminary tally once
they have verified the accuracy of the votes cast for each candidate.
H. Results of votes will be announced by the Board President (or
designated chair) at the meeting.
I. When electronic voting is used, all ballots and electronic voting
data shall be retained for 1 year after the vote after which time the
Association may dispose of the ballots and records as it deems
appropriate or in accordance with a duly adopted records retention policy.
RESOLUTION ACTION RECORD
Duly adopted at a meeting of the Board of Directors held on December 13.
Motion by: _Watts_____________________
Seconded by: _Yanick________________
Resolution effective: _December 13 2017.