Gateview Election Rules

GATEVIEW HOMEOWNERS’ ASSOCIATION, INC.

Secret Ballot Election and Voting Rules (Adopted on September 22, 2022)

These Secret Ballot Election and Voting Rules (these “Election Rules”) have been prepared for Gateview Homeowners’ Association, Inc. (the “Association”) pursuant to California Civil Code section 5105.

1. Defined Terms

When used in these Election Rules, the following capitalized terms shall have the meanings given to them below.

Election Rules; unless the context otherwise clearly indicates in these Election Rules, the singular “Inspector of Elections” shall include the plural

 “Member” shall mean a member of the Association.

California Civil Code section 5100(a)(1) requires that certain types of Member votes be held by a secret ballot procedure, including elections relating to the following topics: (1) regular assessment increases legally requiring a vote and the levy of special assessments legally requiring a vote; (2) the election and removal of Directors; (3) amendments to the Governing Documents; and (4) the grant of exclusive use of a portion of the common area of the Development to a Member. Additionally, California Civil Code section 4365(b) requires that a vote of the Members on whether to reverse a rule change adopted by the Board be conducted by that same secret ballot procedure.

California Civil Code section 5105 requires that the Association adopt operating rules which include specific provisions and information relating to the Association’s secret ballot voting procedure. These Election Rules were drafted to comply with that statutory requirement.

If any Candidate or Member advocating a point of view is provided access to Association media, newsletters, or internet websites during a campaign, for purposes that are reasonably related to that election, equal access shall be provided to all Candidates and Members advocating a point of view (including those not endorsed by the Board) for purposes that are reasonably related to that election. The Association shall not edit or redact any content from these communications, but may include a statement specifying that the Candidate or Member – and not the Association – is responsible for that content. The foregoing requirements shall not be interpreted as obligating the Association to automatically provide Candidates or Members with access to Association media, newsletters, or internet websites during a campaign, and whether to do so will be decided by the Board in its sole discretion with respect to each individual election.

The Association shall ensure access to common area meeting space, if any exists, during a campaign, at no cost, to all Candidates (including those who are not incumbents) and to all Members advocating a point of view (including those not endorsed by the Board) for purposes reasonably related to that election. The foregoing requirement shall not be interpreted as obligating the Association to provide access to any common area meeting space at times when the space is normally and customarily utilized for other Association or community purposes. The use of any common area meeting space relating to an election shall be subject to provisions of

the Governing Documents regarding the use of such space; provided, however, a Candidate or Member shall not be required to pay a fee, make a deposit, obtain liability insurance, or pay the premium or deductible on the Association’s insurance policy in order to use the common area meeting space.

5. Qualifications for Candidates for the Board

Candidate Qualifications. The Association shall hold an election for a seat on the Board at the expiration of the corresponding Director’s term. The following qualifications apply for a person to be nominated as a Candidate for the Board:

Any other Candidate qualifications set forth in the Bylaws or other Governing Documents are not applicable or enforceable, except to the extent provided by law. Each Director shall be required to comply with the foregoing requirements during their term of office in order to remain seated on the Board.

Conditions to Candidate Disqualification. The Association shall disqualify a person from nomination as a Candidate if they do not meet the foregoing qualifications, subject to the following conditions:

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assessments if either of the following circumstances is true: (i) the person has paid the regular or special assessment under protest pursuant to California Civil Code section 5658; or (ii) the person has entered into and is in compliance with a payment plan for the regular or special assessment pursuant to California Civil Code section 5665.

The Association shall not disqualify a person from nomination to the Board if the person has not first been provided the opportunity to engage in internal dispute resolution with the Association pursuant to California Civil Code section 5900 et seq.

6. Procedures for the Nomination of Candidates

Election Cycle. The Board is comprised of seven Directors who serve two-year staggered terms of office. Three Directors are elected in even-numbered calendar years, and four Directors are elected in odd-numbered calendar years.

Notice of the Procedure and Deadline for Nominations. The Association shall provide the Members general notice of the procedure and deadline for submitting a nomination at least 30 days before any deadline for submitting a nomination. Individual notice of that procedure and deadline shall be delivered to a Member if individual notice is requested by the Member. If, at the close of nominations, the number of qualified Candidates is equal to or less than the number of Directors to be elected, the Board may extend the nominations period to encourage greater participation in the electoral process. This paragraph applies to elections of Directors and recall elections.

Member Self-Nomination.

Any Member may “self-nominate” themself for election to the Board.

A Member desiring to nominate themself as a Candidate must: (1) satisfy the qualifications for

Candidates in effect at the time the Member’s candidacy is proposed; and (2) present written

notice to the Board of their desire to self-nominate for a Board election on or before the

nomination deadline established by the Association for that election and in accordance with such

procedures that the Association may have adopted for the election.

Nominations from the Floor. Nominations from the floor are not permitted at any Director election meeting.

Write-In Candidates Prohibited.

Write-in Candidates are not permitted in any Director election.

Nominating Committee. As all Members have a statutory right to “self-nominate” for election to the Board, there is no need for the Association to appoint the nominating committee described in Section 6.5 of the Bylaws for the nomination of Candidates for the Board.

Candidate Communication. For each Director election, the Board shall provide a reasonable opportunity for Candidates to communicate their qualifications and reasons for candidacy to the

Members and to solicit votes. Such opportunity shall include, at a minimum, the option for each Candidate in an election to submit a maximum 300-word typewritten candidacy statement.

On each matter submitted to a vote of the Members, each Member is entitled to cast one vote for each unit in the Development that the Member owns; when more than one person owns an interest in a single unit, only one vote may be cast for that unit. Notwithstanding the foregoing, with respect to Director elections, the Member(s) representing each unit shall have one vote to cast for each Director position to be filled. No fractional votes are permitted.

Ballots shall be distributed to all Members not less than 30 days prior to the deadline for voting. The times at which polls will open and close will be noted on the Ballots and/or on materials enclosed with the Ballots.

Appointment. The Board shall select and appoint one or three independent third parties as an Inspector(s) of Elections.

Duties. The Inspector of Elections shall do all of the following: (1) determine the number of memberships entitled to vote and the voting power of each; (2) receive Ballots; (3) hear and determine all challenges and questions in any way arising out of or in connection with the right to vote; (4) count and tabulate all votes; (5) determine when the polls shall close, consistent with the Governing Documents; (6) determine the tabulated results of the election; and (7) perform

any acts as may be proper to conduct the election with fairness to all Members in accordance with California Civil Code section 5100 et seq., the California Corporations Code, and these Election Rules.

Performance of Duties. An Inspector of Elections shall perform all of their duties impartially, in good faith, to the best of their ability, as expeditiously as is practical, and in a manner that protects the interest of all Members. If there are three Inspectors of Elections, the decision or act of a majority of the Inspectors of Elections shall be effective in all respects as the decision or act of all. Any report made by Inspector of Elections is prima facie evidence of the facts stated in the report; in other words, the determinations made by an Inspector of Elections are accepted as correct until proved otherwise.

Assistants. The Inspector of Elections may appoint and oversee additional persons to verify signatures and to count and tabulate votes as they deem appropriate, provided that such additional persons are independent third parties who meet the requirements to serve as an Inspector of Elections.

The Association shall require retention of, as Association election materials, both a Candidate registration list and a voter list.

The Association shall permit Members to verify the accuracy of their individual information on both lists at least 30 days before the Ballots are distributed. The Association or Member shall report any errors or omissions to either list to the Inspector of Elections who shall make the corrections within two business days.

Notice of Ballot Information for Elections and Recall Elections.

For elections of Directors and for

recall elections, the Association shall provide general notice of all of the following at least 30 days

before Ballots are distributed for an election: (1) the date and time by which, and the physical

address where, Ballots are to be returned by mail or handed to the Inspector of Elections; (2) the

date, time, and location of the meeting at which the Ballots will be counted; and (3) the list of all

Candidates’ names that will appear on the Ballot. Individual notice of the foregoing information shall be delivered to a Member if individual notice is requested by the Member.

Delivery of Ballot and Election Rules. The Inspector of Elections shall deliver, or cause to be delivered, at least 30 days before an election to each Member both of the following documents: (1) the Ballot or Ballots; and (2) a copy of these Election Rules. Delivery of these Election Rules may be accomplished by either of the following methods: (i) posting these Election Rules to an internet website and including the corresponding internet website address on the Ballot together with the following phrase, in at least 12-point font: “The rules governing this election may be found here:”; or by (ii) individual delivery. The Ballot solicitation must specify the time by which the Ballot must be received in order to be counted.

Listing of Candidate Names on Ballot. For Director elections, Candidates’ names shall be listed on the Ballot alphabetically by last name, and note if the Candidate is an incumbent.

Content of Ballot. The Ballot shall: (1) set forth the proposed action; (2) provide an opportunity to specify approval or disapproval of any proposal; (3) indicate the number of responses needed to meet the quorum requirement; and (4) with respect to Ballots other than for the election of Directors, state the percentage of approvals necessary to pass the measure submitted.

Denial of a Ballot. A ballot shall not be denied to a Member for any reason other than not being a Member at the time when Ballots are distributed.

Power of Attorney for a Member. A ballot shall not be denied to a person with general power of attorney for a Member. The ballot of a person with general power of attorney for a Member shall be counted if returned in a timely manner.

13. Secret Ballot Procedures

Voting Procedures. Following are the procedures to be used for secret ballot voting conducted pursuant to these Election Rules:

Quorum. A quorum shall be required only if so stated in the Governing Documents or provisions of law. If a quorum is required, each Ballot received by the Inspector of Elections shall be treated as a Member present at a meeting for purposes of establishing a quorum.

Cumulative Voting. Cumulative voting is not permitted in any Director election.

Conduct of Election by Mail. Except for the meeting to count the votes, an election may be conducted entirely by mail unless otherwise specified in the Governing Documents.

Governing Document Amendments. In an election to approve an amendment of the Governing Documents, the text of the proposed amendment shall be delivered to the Members with the Ballot.

election may be reasonably extended by the Board (or, to the extent required by law, the

Inspector of Elections) to achieve greater Member participation in reaching any applicable

quorum and/or approval requirements for that election.

14. Receipt and Counting of Ballots
Ballots Irrevocable. Once a Ballot is received by the Inspector of Elections, it shall be irrevocable.

Vote Count and Tabulation. All votes shall be counted and tabulated by the Inspector of Elections, or the designee of the Inspector of Elections, in public at a properly noticed open meeting of the Board or Members. Any Candidate or other Member of the Association may witness the counting and tabulation of the votes.

Review of Ballots. No person, including a Member or an employee of the Association’s management company, shall open or otherwise review any Ballot prior to the time and place at which the Ballots are counted and tabulated; however, the Inspector of Elections, or the designee of the Inspector of Elections, may verify a Member’s information and signature on the Outer Envelope prior to the meeting at which Ballots are tabulated.

Announcement of Results. The tabulated results of the election shall be promptly reported to the Board and shall be recorded in the minutes of the next meeting of the Board, and shall be available for review by the Members. Within 15 days of the election, the Board shall give the Members general notice of the tabulated results of the election.

15. Determination of Director Election Results; Succession to Office

Elected Candidates. The Candidates receiving the highest number of votes, up to the number of vacancies to be filled in a Director election, shall be elected as Directors and shall take office immediately following their election.

Tied Votes. Except to the extent applicable law requires that a run-off election be conducted in the event there is a tie vote between Candidates for a position on the Board, the tie shall be broken by an immediate random drawing of lots/straws or coin toss conducted by the Inspector of Elections and the winner shall be elected as a Director and take office immediately following the occurrence of the tie-breaker. Notwithstanding the foregoing, if all but one of the tied Candidates elects to withdraw their candidacy for the Board prior to the occurrence of the tie- breaker, the remaining Candidate shall be elected as a Director and shall take office immediately following the withdrawal of the other Candidate(s).

Withdrawal of Candidates. If a Candidate withdraws their candidacy from an election after Ballots have been distributed to the Members for an election, such withdrawal shall not be cause for cancellation of the election, even though one or more Members may have already mailed their completed Ballot to the Inspector of Elections. If such a former Candidate receives enough votes such that they would have been elected to the Board, that former Candidate shall not be elected to the Board and the Candidate receiving the next highest number of votes shall be elected to the Board instead.

Election by Acclamation. Election by acclamation is when, as of the deadline for submitting nominations for Candidates for the Board, the number of qualified Candidates is not more than the number of vacancies to be elected and the qualified Candidates are considered elected to the Board without a Member vote. The use of election by acclamation by the Association shall be subject to the provisions of California Civil Code section 5103.

Pursuant to California Corporations Code section 7510(c), special meetings of Members for any lawful purpose may be called by 5 percent or more of the Members. Upon written request for such a special meeting of Members addressed to the attention of the chair of the Board or to the president, vice president or secretary of the Association, the officer forthwith shall cause notice to be given to the Members that a meeting will be held at a time fixed by the Board not less than 35 days nor more than 150 days after receipt of the request. That notice shall be given within 20 days after the Association’s receipt of the request.

The sealed Ballots, signed voter envelopes, voter list, and Candidate registration list shall at all times be in the custody of the Inspector of Elections or at a location designated by the Inspector of Elections until after the tabulation of the vote, for one year after the date of the election or until the time allowed by California Civil Code section 5145 for challenging the election has expired (if longer), at which time custody shall be transferred to the Association. If there is a recount or other challenge to the election process, the Inspector of Elections shall, upon written request, make the Ballots available for inspection and review by a Member or the Member's authorized representative. Any recount shall be conducted in a manner that preserves the confidentiality of the vote.

Association funds shall not be used for campaign purposes in connection with any Board election. In addition, funds of the Association shall not be used for campaign purposes in connection with any other Association election except to the extent necessary to comply with duties of the Association imposed by law.

These Election Rules are intended to conform to and comply with the provisions of California Civil Code section 5100 et seq. To the extent of any conflict between the provisions of these Election Rules and the provisions set forth in the Bylaws or other Governing Documents, the provisions of these Election Rules shall control to the extent the provisions of these Election Rules were adopted to comply with requirements under the law.

These Election Rules shall supersede all previously adopted election rules of the Association. These Election Rules shall not be amended less than 90 days prior to an election.