Corporate Policy: Voting and Elections

Voting and Elections
Policy Number: 4.6
Effective Date: November 18, 2015
Revised Dates: January 20, 2016

OBJECTIVE

1.1

To create general rules and guidelines governing the voting process primarily for the election of Directors and for other matters as established by Holy Cross Electric Association, Inc., a/k/a Holy Cross Energy’s (“Holy Cross”) Articles of Incorporation and Bylaws. These rules and guidelines are intended to insure the fairness, impartiality, confidentiality and integrity of the voting process.

POLICY

2.1

Each member of Holy Cross shall be entitled to one vote upon each matter submitted to a vote at any Annual Meeting of the Members (“Annual Meeting”). At all Annual Meetings at which a quorum is present, all questions shall be decided by a vote of a majority of the members voting in person and, for the election of Directors and where authorized by resolution of the Board of Directors (“Board”), by mail; except as otherwise provided by law, the Articles of Incorporation or Bylaws. The candidate who receives the greatest number of votes shall be elected to the District position for which the candidate was nominated (“plurality vote”).

2.1.1

As necessary, and not less than 90 days prior to any Annual Meeting at which an election may occur, the Board shall appoint a Certified Public Accounting firm (“CPA firm”) to receive, prepare and secure the return envelopes containing ballots, and at the appropriate time, tabulate ballots and report voting results to the Board. The Board shall also appoint an Election Supervisory Committee (”Committee”) consisting of three members: Holy Cross’s General Legal Counsel, a representative of the CPA firm, and a member of Holy Cross’s management staff to oversee the election and voting process. The Committee’s responsibilities include, without limitation, resolving all issues or questions that may arise with respect to the election and voting process, the validity of member’s signature on nominating petitions and return envelopes, the registration of members, the tabulation of ballots and any challenges to the election and voting process. The Committee shall have the authority to pass 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.

2.1.2

A Notice of Right to Nominate Directors is published three to four months prior to the Annual Meeting, and it shall contain information including: that qualified Director candidates must file a valid nominating petition signed by 15 or more members 45 days prior to the Annual Meeting; that ballots are mailed to all members with the Notice of Annual Meeting 20-30 days prior to the Annual Meeting; that return envelopes containing ballots, signed by members, must be received prior to the Annual Meeting; that members may vote in person at the Annual Meeting and that ballots will be tabulated with results available as soon as practicable. The “Record Date” for determination of the members who are entitled to vote in the election shall be 45 days prior to the Annual Meeting of Members.

The ballot position of a qualified Director candidate will be determined by lot by the Committee.

Within the Notice of Annual Meeting that is mailed to members with the ballot are voting instructions and biographical information about each qualified Director candidate. Candidates will be identified by name, hometown and length of membership. A candidate may submit up to a 250-word summary of the candidate’s qualifications and views for inclusion in the Notice of Annual Meeting.

From time to time, a member may request a replacement ballot. The member will be advised that the member may vote in person at the Annual Meeting or that a replacement ballot and attendant information will be reissued to the member. If Holy Cross receives more than one ballot from any one member, all ballots received from said member shall be invalid and shall not be counted.

2.1.3

Only a member of Holy Cross may sign a nominating petition and only a member may vote at regular and special meetings of members. The date of determination of whether a member’s signature on a nominating petition is valid shall be the date that the petition is received by Holy Cross.

Holy Cross requires all members who sign a nominating petition to certify the member’s membership on petition forms and on return envelopes containing ballots. Holy Cross’s staff will verify the status of membership of a person signing a petition based upon Holy Cross’s records and on the member’s application for service. From time to time, the member’s signature may vary from Holy Cross’s records and, in the event of any variance, then Holy Cross may require further evidence of the validity of the signature. Holy Cross will use traditional methods of determination of signature validity and will exercise discretion to ensure that the voting process is upheld considering the intent of the member who signed the petition.

Specific membership types and acceptable signatures for each include, without limitation, the following:

2.1.3.1

Individual Membership. Only the signature of the member of record is accepted. In the case of a joint membership, one signature of a joint member is acceptable on a return envelope.

2.1.3.2

Corporate / LLC / Partnership / Trust Membership. The signature of an officer or assistant officer of the corporation such as President, Vice-President, Secretary or Treasurer, Manager of an LLC or General Partner of a Partnership; and a Trustee of the Trust.

2.1.3.3

Unincorporated Entity Membership. The signature of an authorized representative.

The 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 shall invalidate any ballot contained therein and shall remain unopened until after the Annual Meeting. More than one return envelope from any member shall invalidate all ballots from that member.

2.1.4

Each member shall be instructed that if the member wishes to vote, then (1) the ballot shall be marked in accordance with instructions placed on each ballot, (2) such ballot shall then be placed in the special envelope, and (3) the special envelope containing the ballot shall then be mailed to Holy Cross in the return envelope, which envelope must be signed by the member.

Generally, the process of receiving, preparing and securing the return envelopes will be in the care, custody and control of the CPA firm under the supervision of the Committee.

2.1.4.1

Return envelopes shall be pre-addressed to the CPA firm. The CPA firm shall retrieve the envelopes from the post office box, keep them unopened and secure until the tabulation process begins. The final tabulation process will begin after member registration to receive a ballot has been closed prior to the business portion of the Annual Meeting.

2.1.4.2

The return envelopes shall have affixed the member’s name and address label generated from the membership records of Holy Cross. 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.

2.1.4.3

The CPA firm, with assistance from the Committee, and with assistance of the Holy Cross staff, while under the supervision of the CPA firm, shall (1) maintain an accounting of the number of return envelopes retrieved from the post office box, and (2) sort the envelopes into groups after comparing the member label to the signature block. The groups include: (a) envelopes signed by the member, officer or authorized representative, (b) envelopes unsigned, and (c) envelopes to be reviewed by the Committee for a determination of validity.

2.1.4.4

A qualified Director candidate or the candidate’s designated representative may view the return envelopes at the CPA firm’s office with reasonable advance notice to the Committee. The candidate’s representative shall not interfere with the counting process or make challenges until the final count is tabulated. Questions or concerns raised by the candidate, regarding the handling of return envelopes, should be directed immediately to the Committee for its immediate review and determination.

2.1.4.5

The CPA firm will transport all return envelopes to the site of the Annual Meeting and maintain custody and control during meeting registration and tabulation. The CPA firm will also supervise the in-person voting process.

In person balloting is not allowed for members who have voted by mail prior to the Annual Meeting.

2.1.4.6

Once balloting has been closed, the CPA firm shall supervise the transport of all of the ballots, and the CPA firm shall be in control of all return envelopes and any ballots cast in person to a secure site chosen by the CPA firm. The CPA firm shall be responsible for seeing that the envelopes and ballots are transported to the tabulation area to the ballot counting process.

2.1.5

An important part of the Annual Meeting 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 Holy Cross’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 will continue to be carried out by Holy Cross employees, and the voting process will be supervised by the CPA firm under the general oversight of the Committee.

2.1.5.1

In-person balloting will be available to members prior to the business portion of the Annual Meeting 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.

2.1.5.2

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. Such area shall include the interior of the building where registration and voting is taking place.

2.1.5.3

Any question, concern, dispute or inquiry regarding any election or voting issue that might arise during the registration and voting process will be submitted in writing to the Committee for its 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 a verbal question or verbal objection shall not be considered a legal form of inquiry.

2.1.6

The CPA firm will supervise Holy Cross’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.

2.1.6.1

Any challenges to the election of any kind shall be made to the Committee in writing at Holy Cross’s headquarters not later than the close of business on the day that is 10 days after the Annual Meeting of Members.

2.1.6.2

The CPA firm shall develop its own method of counting, cross-checking, recording and reporting the election results. Determination of the handling of any questionable or irregular ballots will be completed immediately by the Committee.

2.1.6.3

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 or that particular question, the CPA firm shall automatically count all ballots appropriate to that Director District position or particular question.

In the event two or more candidates receive the highest number of votes for the Director District position and the number of votes is identical, then the winner of the election shall be decided by a game of chance chosen by and conducted by the Committee in the presence of the Board and the candidates. In the event any other issue that is voted on by the members at the Annual Meeting receives a tie vote, the proposition or issue shall fail.

2.1.6.4

The CPA firm shall certify the results of the election and provide its written certification to the Board as soon as the results are available.

2.1.6.5

All return envelopes, ballots and any materials used in conducting the count shall be preserved and turned over to the Committee for safekeeping. The envelopes, ballots and materials shall be preserved by the Committee for a period of not less than 90 days after the date of the election and then such documents will be destroyed.

2.1.7

Any Director candidate who was unsuccessful in the election may challenge the correctness of the ballot count in the announced result of a Director election in which the person was a candidate. Should a challenge be presented, it shall be made in writing at Holy Cross’s headquarters, specifically asking for a recount, addressed to the Committee and presented not later than the close of business on the day that is 10 calendar days after the Annual Meeting of Members. The Committee may authorize a recount at the requesting candidate’s expense; and the recount shall be performed within a reasonable time in the same manner as, and by the same CPA firm that performed the original vote count.

In regard to balloting complaints other than the election of a Director, if 25 or more members who voted in the election submit a signed, written request at Holy Cross’s headquarters for a recount to the Committee not later than the close of business on the day that is 10 calendar days after the Annual Meeting of Members, the Committee may authorize a recount at the requesting members’ expense; and the recount shall be performed within a reasonable time in the same manner as, and by the same CPA firm, that performed the original vote count.

2.1.8

Any challenge by a Director candidate who was unsuccessful in the election to the balloting by mail process, to the method of handling return envelopes, to the validation of members’ signatures, to acceptance or rejection of return envelopes or to any other issue directly relating to balloting by mail, shall be made prior to the close of balloting at the Annual Meeting. Any such challenge shall be made in writing to the Committee for its immediate review and determination. Once balloting has been closed, then any such challenges to the ballot by mail process will be untimely and shall be forthwith denied.

2.1.9

In the event any clause or provision of this Policy shall be finally adjudged to be invalid or void, or finally determined to be in conflict with Holy Cross’s 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 Holy Cross, then and in that event such laws, rules and regulations shall take precedence over the particular Policy provision. If any such clause or provision is finally adjudged to be invalid or void, then such final order shall not invalidate the remaining guidelines, clauses and provisions contained in this Policy.

RESPONSIBILITY

3.1

It shall be the responsibility of the Board and the Committee to carry out the terms of this Policy.

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