Recently, the board and, curiously the plaintiff suing them, have accused me of trying to stop voting. This is flatly untrue — we have procedures and the Board needs to follow them. This is particularly true for the most significant vote of the history of our Association, the vote to dissolve it.
Our Articles of Incorporation, which are our highest document in the Association, state the following:
Article VIII – Dissolution: “The association may be dissolved with the assent given in writing and signed by not less than two-thirds (2/3) of the members.”
This is therefore a special vote, not secret, because the members need to sign. It also needs to be inclusive of all members, not just those who show up at a meeting or send a proxy. No provision is made for non-returned ballots because the only thing that counts is the signature of 2/3 or more of the members (lots).
I find it interesting that the Board appears studiously disinterested in discussing how they will call the dissolution vote and how voting will be done properly after campaigning on HOA voting policies.
The Board appears to be trying to pull a fast one by using a much weaker requirement from the state law’s “default”, which is to have a 2/3 vote in a meeting that can include proxies. They say that they want open voting, but it looks like they really want to see if they can get a lucky win in a meeting.
This is not legal, as NM Statute 53-8-95 (2024) states:
“Whenever, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation or bylaws require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by the Nonprofit Corporation Act, the provisions of the articles of incorporation or bylaws shall control.“
They need to follow the law — that includes our governing documents! … and they need to clear about this!
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