Running as a slate thwarts democratic process

Question: For more than a decade, a faction of about 15 homeowners at our Oceanside association has rotated positions on the board, dominating all the other owners.

One board member admitted that the association attorney advised them to “run as a slate� and gave them a preprinted card to read when they run. At each annual meeting the newly nominated group reads aloud: “This board of directors is running as a slate. While you are free to vote for any or all of us, this board stands for certain prospects. If we are elected [or reelected], it is assumed that among other things you are agreeing with our mandate. You either vote for all of us or none of us.�

Each slate has a predetermined agenda. The rest of us have no alternative but to vote for it because there are no other nominees.

The boards then make their own rules. One rule allowed homeowners to cut the centers out of their front doors and replace them with custom-made glass panes. But the glass inlays can be obtained only from a glass company owned by a board member.

Even though the buildings didn’t need painting, a board member contracted with his friend to paint. The paint was substandard, the price exorbitant and the color awful.

With each slate, owner choices diminish and monthly fees rise. How can we stop proxy voting for slates and prevent slates from running?

Answer: When attorneys advise boards to run as a slate, they exclude every homeowner not on that slate from the democratic process in their association.

Homeowners cannot prevent slates from running, but boards do not have a “mandate� when they are elected. Most governing documents permit nominations from the floor at an annual meeting and, if not, the Corporations Code does.

Nothing prevents a homeowner from placing alternate names in nomination for all board positions, even though a slate has been offered.

The law requires that proxies include an option to abstain from voting, but that only helps reelect the slate.

To avoid any misunderstanding about voting preferences, proxies can state, “Do not vote this proxy for a slate.� On the occasion when the slate does not get any votes because of proxy instructions, nominations must be made from the floor, and voting continues until a board is elected.

Getting elected to the board is not about furthering personal agendas, nor is being on the board a personal insurance policy for individual board members that their agendas will be realized.

Given the public outcry regarding corporate misconduct, board membership carries with it an obligation to adhere to a code of ethics against self-dealing. This is a duty boards, as fiduciaries of trust, owe to all titleholders.

Any time a board is nominated as a slate, it is a warning to all homeowners that in order to preserve their rights, they should vote against the slate.

Stephen Glassman and Donie Vanitzian are the authors of “Villa Appalling! Destroying the Myth of Affordable Community Livingâ€� (Villa Appalling Publishing Inc., 2002). Please send questions to: P.O. Box 451278, Los Angeles, CA 90045 or e-mail your queries to NoE[email protected].