Procedures for contested elections and other issues presented for member approval

SUBJECT: PROCEDURES FOR CONTESTED ELECTIONS AND OTHER ISSUES PRESENTED FOR MEMBER APPROVAL POLICY NO. D-8 (b)
EFFECTIVE DATE: JANUARY 1, 2003  
REVISED DATE: AUGUST 12, 2010, April 10, 2014

I. Objective:

  1. To establish a policy that will control voting on issues, other than contested director elections presented for member approval at member meetings.
  2. To supplement Policy D-8, (a), Contested Director Elections, where an independent third party has not been selected to control such election(s).

II. Policy

  1. Authorization of Use of Mail-In Ballots
    At a regular or special meeting of the Board of Directors, held at least 45 days prior to the Meeting of Members, the Board will pass a resolution authorizing or prohibiting the use of mail-in ballots on any issue to be voted on by the Members; provided that the Board may not prohibit mail-in ballots for the election of a Director of the Cooperative. At the same time, the Board will establish a record date for determination of Members eligible to vote on the election issue(s).
  2. Distribution and Collection of Mail-In Ballots
    1. Mail-in ballots will be mailed, not less than 25 days prior to the Meeting of Members, to all members of record as of the established record date together with information on the issue(s) to be decided and the official notice of the Meeting of Members, by direct mail to the address maintained on the books of the Cooperative. The member name, as it appears on the books of the Cooperative will be printed on the return envelope provided with each mail-in ballot. Where a Member Meeting includes both an issue to be decided and a contested director election, mail-in ballots may be combined with the mailing for the contested director election.
    2. Mail-in ballots will be placed in a special envelope provided by the Cooperative to conceal the marking of the ballot. The special envelope will be placed in a return envelope provided by the Cooperative, which must be signed by the voting member. The return envelope will be addressed to the Cooperative's Headquarters. Any mail-in ballots delivered to any other office of the Cooperative will be immediately forwarded to the Headquarters. (See Bylaws Article III Section 4 for quorum requirements.)
    3. All mail-in ballot return envelopes received by the Cooperative will remain unopened in the custody of the Manager of Finance/Office Services until the Meeting of Members, provided, however, the mail-in ballots may be opened and counted at a date and time prior to the Member meeting, but not more than 48 hours prior to the Meeting of the Members. Cooperative staff, under the direction of the Manager of Finance/Office Services will, prior to the Meeting of Members, place the return envelopes in alphabetical order and compare the signature on the envelope with the member name printed on the envelope. Any return envelopes with a discrepancy in the signature will be flagged for review by the Voting Committee.
  3. Appointment and Meeting of Voting Committee
    1. At a regular monthly meeting of the Board of Directors held not more than ninety days prior to the Meeting of Members, the Board will appoint a Voting Committee consisting of at least four members. Each member of the committee will be contacted to determine that they will be available to attend the Meeting of Members, the counting of mail-in ballots and perform their duties on the committee.

      If a contested Director Election is to be held at the same Meeting of the Member meeting, the Voting Committee members will also serve as members of the Election Supervisory Committee appointed pursuant to the Contested Director Election policy.
    2. The Cooperative Attorney will advise the Voting Committee members of their duties and provide them with a copy of this Policy as soon as possible after their appointment.
    3. Before the counting of ballots, the Voting Committee will meet with the Cooperative Attorney and Manager of Finance/Office Services or his/her designee to review responsibilities and select a Chairperson.
  4. Distribution of Floor Ballots at Annual Meeting
    1. The alphabetized mail-in ballots will be located at the registration desks. At least two members of the Voting Committee will supervise the registration process.
    2. If the person registering is a member and voted by mail, a floor ballot will not be given to the member at that time.
      1. a. In the case of a business, church, school membership, etc. only the person who signed the mail-in ballot can vote by
        the mail-in ballot. (One vote per membership.)
      2. In the event of a joint membership, either joint member can vote on the mail-in ballot. (One vote per membership.
      3. If a member has not voted by mail and is present at the meeting, a floor ballot will be given to the member.
      4. Consumers registering who are not members as of the established date of record will not receive a floor ballot.
      5. Registration will cease when the presiding Officer of the Meeting of Members declares voter registration closed, but in no event earlier than ten minutes after the Meeting of Members is called to order. After this time it will be too late to receive floor ballots. At the close of registration, the mail-in ballots and the unused floor ballots will be taken to the Teller Room under the supervision of two members of the Voting Committee.
      6. Floor ballots will be printed on a distinctly different color paper, or with distinctly different color ink, than mail-in ballots.
  5. Collection of Floor Ballots
    1. Depending on the seating arrangements at the Member Meeting, an adequate number of Cooperative employees will be assigned to collect ballots under the supervision of the Voting Committee.
    2. Floor ballots will then be taken into the Teller Room for counting.
  6. Counting of Ballots
    1. The mail-in ballots that have been flagged will be removed from the others and kept separate for review by the Voting Committee. The return envelope on the flagged ballots will not be opened until reviewed by the Voting Committee.
    2. Up to fourteen Cooperative employees will be assigned to open and count mail-in ballots. The Voting Committee will oversee the counting and validate questionable ballots. These employees will be utilized as follows:
      1. Two employees will open the outer mail-in ballot return envelopes. This process may start immediately after flagged ballots have been separated for review. One member of the Voting Committee will supervise the ballot opening process.
      2. The remaining employees will remove the inner envelopes from the ones that have just been opened; the inner envelopes will then be returned to the two employees who are opening envelopes.
      3. Four employees will open the inner envelopes and take the ballots to one of the teams that will count them.
      4. Three teams of two employees (in addition to the floor ballot team) will count the mail-in ballots. Three members of the Voting Committee will oversee the counting (one per team). Any questionable ballots will be flagged and set aside for review by the Voting Committee.
    3. Two teams of two employees will count the floor ballots. Two members of the Voting Committee will oversee this process. Any questionable ballots will be flagged and set aside for review by the Voting Committee.
    4. Tally sheets will be provided for both mail-in and floor ballots. One member of the counting team will read the name receiving the vote and the other person will mark the vote on the tally sheet. Once a tally sheet has been filled the votes on that sheet will be counted and recorded on the tally form. Both the counters and the Voting Committee member will sign and date the form.
    5. Counted ballots will be bundled and initialed by the counting team to avoid duplicate counting.
    6. The Voting Committee will look at all mail-in ballots that have been flagged as questionable (e.g. no signature, wrong signature, cannot read, etc.) and all floor ballots and opened mail-in ballots that have been flagged as questionable (e.g. more than one candidate voted for in a given district).
    7. Questionable ballots that are considered valid will be marked "OK" and initialed by a Voting Committee member, then opened and/or counted in the regular manner.
    8. Questionable ballots that are considered invalid will be stamped "Cancelled", kept in a separate batch, and will not be opened and/or counted.
    9. In the event the Voting Committee cannot reach a decision on a ballot, the issue will be presented to the Board of Directors for resolution. If the questioned ballot(s) would not affect the outcome of the matter presented, the issue need not be presented to the Board of Directors. If the questioned ballot(s) may affect the outcome of the matter presented and the Meeting of Members is not in session, the Board of Directors shall consider the questioned ballot(s) at a special meeting of the Board to he held as soon as practicable following the close of business of the Annual Meeting.
    10. The Voting Committee will total the votes of all the tally sheets, and present this total and the signed tally sheets to the Chairperson of the Committee. The Chairperson will review the tally sheets and the total with the Cooperative Attorney.
    11. After the ballots have been counted, the ballots, empty mail-in ballot return envelopes, and unopened questionable ballots will be placed in boxes and sealed. This process will be observed by the Voting Committee, and those members of the Committee present will sign the seal. Sealed ballots will be kept by the Cooperative not less than 90 days.
    12. Following review by the Cooperative Attorney, the Chairperson of the Voting Committee will report the results of the election to the presiding Officer of the Meeting of Members. If the Meeting of Members is still in session, the Chairperson of the Voting Committee will announce the results to the Members. If the Meeting of Members has adjourned, the Chairperson of the Voting Committee will submit a written report of the election, which report will be posted on the front (main) door of the building where the meeting was conducted as well as the Granby Headquarters, and be printed in the next possible issue of Colorado Country Life.
  7. Tie Votes Or Lack Of Quorum
    On other than Director election matters, a tie vote equals a defeat of the motion. If there is no quorum, the Bylaws govern.
  8. Voice Vote
    In the event an issue presented to the members and providing mail-in balloting has not been authorized pursuant to paragraph II A above, the President or Vice-President in his or her discretion may call for a voice vote.

III. Responsibility

It shall be the responsibility of the Board of Directors to carry out the terms of this policy.

Contested Director Elections

SUBJECT: CONTESTED DIRECTOR ELECTIONS POLICY NO. D-8 (a)
EFFECTIVE DATE: AUGUST 12, 2010  
REVISED DATE: AUGUST 12, 2010, April 10, 2014, November 13, 2014

Objective:

To create general guidelines governing the voting process for the election of Directors as established by Mountain Parks Electric, Inc. Articles of Incorporation and Bylaws. These guidelines are intended to insure the fairness, impartiality, confidentiality, transparency and integrity of the voting process.

Policy:

The Board of Directors of the Cooperative shall not take a position of support or opposition for any individual candidate for a board election. Resources of the Cooperative shall not be used to support or oppose a candidate for election. During the two (2) months prior to an election, board members are prohibited from sending individual newsletters using cooperative resources. Each member of the Cooperative receiving electric service in the District for which a contested director election is scheduled shall be entitled to one vote at which a quorum is present. The election shall be decided by a vote of a majority of the members voting in person and by mail; except as otherwise provided by law, the Articles of Incorporation or Bylaws.

I. Nomination, election and voting requirements

Elections for members of the Board of Directors will be held at the Annual Meeting of the Cooperative. The date, time and location for the Annual Meeting will be posted on the Cooperative’s website no less than six months prior to the meeting.

  1. Any member in good standing of the Cooperative and who meets the qualifications of Bylaw Articles IV, Section 3 (a) and (b) is eligible to submit a nominating petition to become a candidate for the Board of Directors. Nominating petitions must be signed by at least 15 qualified members of the Cooperative and submitted to the Board no less than forty-five (45) days prior to the election.
  2. The deadline for members to mail in ballots shall be two (2) weeks before the election date and that date shall be posted on the Cooperative’s website 105 days prior to the election. Information on how to become a candidate and the schedule of elections shall be mailed to each member at the same time (105 days prior to the election) and posted on the Cooperative’s website. Mailing may be by separate mailing, a bill stuffer or included in CCL. The ballot position of a qualified candidate will be determined on a random basis prior to the publication of the ballot.
  3. The Notice of Annual Meeting shall be mailed to all members of the Cooperative at their billing address approximately 30 days prior to the Annual Meeting. If more than one candidate for a district director election has submitted a qualifying petition pursuant to I. A), ballots shall be mailed to all members of the Cooperative at their billing address with the Notice of Annual Meeting.
  4. All mail ballots shall contain a return envelope which must be signed by the member. Return envelopes must include a privacy sleeve to conceal the markings on the ballot. Members who vote by mail are not allowed to vote at the Annual Meeting.
  5. If the Notice of Annual Meeting is mailed to members with a ballot, the Notice or the ballot shall contain voting instructions and biographical information about each qualified candidate. Candidates will be identified by name, hometown, and length of Membership.
  6. From time to time, a member may request a replacement ballot. The member will be advised that they may vote in person at the Annual Meeting. Should that be unsatisfactory to the member, a ballot and attendant information will be reissued to them, provided it meets the mail in deadline. Should the Cooperative receive more than one ballot from any one member, all ballots from said member will be declared invalid.
  7. The independent third party, if selected, will receive the return envelopes and maintain care, custody and control of the return envelopes until the tabulation process is completed. The tabulation process shall be completed by the independent third party within a reasonable time agreed upon and supervised by the Election Supervisory Committee. Candidates shall be given the opportunity to be present during the ballot tabulation. If the independent third party is not selected, the return envelopes will be addressed to the Cooperative and tabulated in accordance with Board Policy D-8, (b).

II. Director Election Supervision

  1. When practicable, and not less than forty-five (45) days prior to any meeting of members where an election may occur, the Board of Directors shall appoint an independent third party (such as a Certified Public Accounting (CPA) firm, professional electioneering firm, League of Women Voters or other designee) to receive, prepare and secure the return envelopes containing ballots, and at the appropriate time, tabulate ballots and report voting results to the Board.
  2. The Board shall also appoint an Election Supervisory Committee consisting of a representative of the selected independent third party and a member of the Cooperative’s management staff and four members who reside in Director Districts other than the District for which there is a contested election, to oversee the election and voting process. The Committee's responsibilities include, but are not limited to, resolving all issues or questions that may arise with respect to the election and voting process, the validity of members' signatures on nominating petitions and return envelopes, the registration of members, the tabulation of ballots and any challenges to the election and voting process. The Cooperative Attorney shall be present at all stages of the registration and voting to advise the Election Supervisory Committee as needed.
  3. In the event an independent third party is not selected, the Cooperative’s staff shall conduct the election in accordance with Board Policy D-8, (b). Mail-in ballots may be tabulated prior to the commencement of the Annual Meeting.

III. Voting Qualifications

Only members of the Cooperative may sign a nominating petition and only members may vote by mail or at regular and special meetings of Members.

As a practical matter, the Cooperative asks Members to certify their membership by their signature on petition forms and return envelopes containing ballots. The Cooperative verifies membership based upon that member's record and application for service. From time to time, such signatures vary from our records requiring a determination of validity. Using the philosophy of allowing as many members as possible to express their vote, determinations of validity will err on the side of acceptance.

Specific membership types and acceptable signatures for each include, but are not necessarily limited to, the following:

  1. Individual Membership - The member of record's signature. In the case of a joint Membership, one signature from any joint member is acceptable on a return envelope, and one signature is acceptable on a nominating petition.
  2. Corporate Membership - The signature of an officer or assistant officer of the corporation such as President, Vice-President, Secretary or Treasurer.
  3. Unincorporated Entity Membership - The signature of an authorized representative.

The Election Supervisory Committee will determine signature and membership validity including but not limited to clear evidence of a signature by someone other than the member. Unsigned return envelopes will invalidate any ballot contained therein and will remain unopened until after the Annual Meeting.

 

IV. Ballot Procedures

For each election a printed ballot and a special envelope for the concealing of such ballot by each member who votes, together with a return envelope containing a signature line by the voting member shall be mailed to each member. Each member shall be instructed that if he or she wishes to vote, the ballot shall be marked in accordance with instructions to be placed on each ballot, such ballot shall then be placed in the special envelope, and the special envelope containing the ballot shall then be mailed to the to the address shown on the return envelope, which must be signed by the member. Return envelopes not signed by a member shall not be counted.

If an independent third party is selected, the process of receiving, preparing and securing the return envelopes will be in the care, custody and control of the selected independent third party under the supervision of the Election Supervisory Committee. If not selected, Board Policy D-8, (b), Article II E. and F. will be followed in place of A) - F) below.

  1. Return envelopes shall be addressed to the independent third party selected. The independent third party shall keep them unopened and secure until the tabulation process begins at the designated time and location prior to the business portion of the Annual Meeting of Members.
  2. The return envelopes shall have affixed to them a member name and address label generated from the membership records of the Cooperative. The envelopes shall have a signature block for the member's signature, printed name and title. Other appropriate information and directions will also be provided. Any ballots delivered to the Cooperative in person or by mail shall be delivered by secure means to the independent third party prior to the Annual Meeting.
  3. The independent third party, with assistance from the Election Supervisory Committee and Mountain Parks Electric, Inc. staff shall 1) maintain an accounting of the number of return envelopes 2) sort the envelopes into groups after comparing the member label to the signature block. The groups include: i) envelopes signed by the member, officer or authorized representative, ii) envelopes unsigned, iii) envelopes to be reviewed by the Election Supervisory Committee for their determination of validity.
  4. Questions or concerns raised by a candidate regarding the handling of return envelopes should be directed immediately to the Election Supervisory Committee for its immediate review and determination.
  5. The independent third party will transport all return envelopes to the site of the Annual Meeting of Members and maintain custody and control during meeting registration and tabulation. The independent third party will also supervise the in-person voting process.
  6. The independent third party shall supervise the transport and be in control of all ballots cast in person to a secure site to begin the ballot counting process.

V. Registration

An important part of the Annual Meeting of Members is registration of members to determine the presence of a quorum and, if required, to verify membership for voting purposes. The registration process is handled by the Cooperative’s staff and employees prior to the start of the business portion of the meeting.

In the event there is an election of directors or a vote on any other issue, the registration process would continue to be carried out by the Cooperative employees and the voting process for director elections would be supervised by the selected independent third party under the general oversight of the Election Supervisory Committee, or if not selected, by the Cooperative’s staff under the general oversight of the Election Supervisory Committee.

  1. In person balloting will be available to members prior to the business portion of the Annual Meeting of Members for a specific period of time. The Notice of Annual Meeting of Members shall specify the hours of balloting and the specific time when balloting will cease. In person balloting is not allowed for Members who have voted by mail prior to the annual meeting.
  2. A qualified candidate may have a representative observe the registration and voting process. Questions or concerns, raised by the candidate's representative, regarding the registration and/or voting process should be directed immediately to the Election Supervisory Committee for its immediate review and determination.
  3. No person shall be allowed to electioneer, photograph, videotape or tape record any activity in the registration and voting area while an election is in progress. Nor shall unauthorized persons congregate within the registration and voting area.
  4. Any question, concern, dispute or inquiry regarding any election or voting issue that might arise during the registration and voting process must be submitted in writing to the Election Supervisory Committee for their immediate review and determination. Any form of written submittal to any member of the Committee shall be sufficient. The Committee may respond to non-written questions but such shall not be considered a legal form of inquiry or answer.

VI. Tabulation

Once balloting has been closed, the independent third party, if selected, shall supervise the transport and be in control of all return envelopes and any ballots cast in person to a secure site to begin the ballot counting process. The independent third party will supervise the Cooperative’s employees in the opening of the return envelopes, removal and opening of the special ballot envelope, the removal of ballots and the counting of ballots. If an independent third party is not selected, Board Policy D-8 will be followed.

  1. A qualified candidate may have one representative observe the tabulation process. The representative must be presented to the Election Supervisory Committee in advance. The candidate's representative shall not interfere with the counting process or make challenges until the final count is tabulated. Such challenges are to be made to the Election Supervisory Committee in writing.
  2. The independent third party, if selected, shall develop its own methods of counting, cross-checking, recording and reporting the result. Handling questionable or irregular ballots will be determined immediately by the independent third party's representative, in consultation with the Election Supervisory Committee, if necessary.
  3. In the event that an election contest is won by a margin of 1% or less of total votes cast for that Director District position there will be a recount of all ballots appropriate to that Director District position.
  4. In the event of a tie vote for a Director election, the outcome of the election shall be decided by the flip of a coin conducted by the Election Supervisory Committee in the presence of the Board of Directors and the candidates.
  5. Either the independent third party's representative or the Chairperson of the Election Supervisory Committee will certify the results of the election and provide written certification to the Board of Directors as soon as the results are available.
  6. In the event none of the candidates receive a majority of all valid votes cast for a director, the candidate receiving the highest number of votes and the candidate receiving the second highest number of votes shall participate in a second election which may be held solely by mail-in ballots at such time as directed by the Board of Directors at a Special Meeting of the Board to be held as soon as practical following the close of business of the Annual Meeting.
  7. All return envelopes, ballots and any materials used in conducting the count shall be preserved and turned over to the Election Supervisory Committee for safekeeping. These envelopes, ballots and materials will be preserved by the Election Supervisory Committee for a period of not less than ninety (90) days.

VII. Challenges

Except as stated in the following paragraph, any qualified candidate may challenge the correctness of any announced result of a Director election in which he/she was a candidate. Should a challenge be presented, it shall be made in writing stating the grounds(s) and specifically asking for a recount, addressed to the Election Supervisory Committee, and presented within ten (10) calendar days from the close of balloting. The Committee will authorize a recount if the ground(s) reasonably have merit at the requesting candidate's expense, to be performed in the same manner as performed for the original vote count, correcting, if necessary, any objections to the procedure.

Due to the nature of the balloting by mail process as required by State law, any challenge by a qualified candidate of the balloting by mail process, method of handling return envelopes, validation of members signatures, acceptance or rejection of return envelopes and/or other issues relating to balloting by mail must be made prior to the close of balloting at the Annual Meeting of Members. Any challenge so raised must be directed in writing to the Election Supervisory Committee for its immediate review and determination. Once balloting closes, the return envelopes are opened, the special ballot envelope containing the member's ballot will be removed, eliminating any method of identifying any ballot from any other. Once balloting is closed, challenges to the ballot by mail process will be denied.

VIII. Dispute Resolution

The Election Supervisory Committee shall have the authority to rule on all questions that may arise with respect to the validity of nominating petitions, validity of member signatures, the registration of members, counting of ballots cast in any election, determination of the validity of any ballot irregularly marked or cast, rulings upon all other questions that may arise relating to the ballot by mail process, member voting and the election of Directors, and decisions upon any challenge, protest or objection made with respect to any election or conduct that may affect the results of any election. The Committee's decision on all such matters shall be final.

In the event any clause or provision of these guidelines shall be adjudged to be invalid or void, or determined to be in conflict with Mountain Parks Electric, Inc. Articles of Incorporation, Bylaws, existing laws, rules and regulations of the United States of America, State of Colorado, or any governing body having jurisdiction over the Cooperative, then and in that event, such laws, rules, and regulations shall take precedence over the particular guideline and the fact that any such clause or provision may be invalid or void shall not serve to invalidate the remaining guidelines, clauses and provisions contained herein.

Responsibility:

It shall be the responsibility of the Board of Directors to carry out the terms of this policy.