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Mad River Glen Cooperative

Trustee Election Procedures


Original procedures approved - Feb. 10, 1999

Revised and approved September 14, 2002

Revised November 2004



This document is intended to provide an outline of procedures and policies regarding trustee elections, within the framework of the Cooperative bylaws. This will serve as a working guide for the Board and the Election Committee to help ensure consistency and fairness in the election process.


Election Committee


An election chairperson will be appointed by the President and confirmed by the Board of Trustees to oversee the nominating committee and election processes. Typically this committee has consisted of 3 trustees, but the Chair can designate any number of trustees and owners to be on the committee. It is strongly recommended that there be owner shareholders on the committee. The Election Committee should be appointed by the Chair and approved by the Board on or before the October board meeting to ensure adequate time for this lengthy process.


Responsibilities of the Committee:


1. Solicit candidates for seats that are up for election.

·         Publicize the deadline for owners to express their interest in running for the board. Start publicizing in the fall issues of the official shareholder publication, on the list serve and with posters on the Coop bulletin boards and in the base box.

2. Recommend a slate of candidates to be put on the ballot.

·         The Board must approve the slate of candidates.

·         Candidates for the Board must be owners in good standing, with all financial obligations satisfied.

·         For each seat, it is recommended that no less than two candidates should be on the ballot. The Bylaws specify that “the number of candidates sufficiently exceed the number of positions to be filled so as to present a meaningful choice to owners.”

·         There is no maximum number of candidates that can be on the ballot.

3. Review and approve the ballot and candidate statements prior to mailing.

·         Ensure that the ballot proofs are correct and that the candidate statements do not include typographical errors or inappropriate/inaccurate remarks.

·         Arrange for candidate photos to be taken by the office for inclusion with the candidate bios.

4. Review and approve ballot handling and counting procedures.

·         Ensure that appropriate procedures are followed for handling of absentee ballots.

·         Verify the hiring of impartial ballot counters.

·         Note Section 3.8 of the bylaws: “Integrity of the voting process. The Board shall take reasonable precautions to ensure the integrity of the voting and balloting process. At the request of any owner or trustee, the Board shall appoint one or more election inspectors. Election inspectors shall be so constituted and shall perform such duties as may be determined by the Board.”


5. Schedule and moderate “Candidate Forum(s)” so those owners can have an opportunity to get to know the candidates in person. (See separate Candidate Forum Procedures)


6.       Certify election results for cooperative records. Prepare accurate accounting and have signed by all election committee members within 7 days of the election.


7.       Periodic review of election page on the web site for accuracy.




Candidates not nominated by the Board


If any owner wants to run for the Board, but is not nominated by the Election Committee or the Board, there are two options:


1.       The bylaws specify that an owner can be placed on the ballot by submitting a petition of at least 20 owners to the election committee. There should be a 1-week period after the Board nominates its slate when “other” candidates can have an opportunity to submit petitions. Any owner that had expressed desire to be on the ballot, but was not nominated by the Board, should be immediately notified that they need to submit a petition if they still want to be on the ballot.


2.       A candidate can run a write-in campaign.



Letter to Potential Candidates from Election Committee


When an owner expresses interest in running for the board, they should be provided a letter that describes the specifics of the election process, as well as the duties and responsibilities of being on the Board. (See attached example.)


Additional Campaign Letters from Candidates


The Coop bylaws Section 3.7 specify that “The Cooperative shall provide all candidates a reasonable and equal opportunity to communicate to owners their qualifications and reasons for candidacy.” Any additional mailing is at the discretion of the candidate and at their own cost.


This does not preclude an additional mailing at the Co-op expense if the board feels it is appropriate and the board approves the mailing.


Candidate Biographies


Biographies should be limited to two typewritten pages using 11 pitch characters (as on this page), with one inch margins all around. They must include candidate’s full name, address, and e-mail address, phone number(s) and photograph taken by the MR office.


Candidate Position Questions


At the candidate forum, candidates will be asked to state their positions on specific important issues based on questions pre-solicited from shareholders. The answers from each candidate will be available to shareholders along with the ballot and resume. Since only a small percentage of shareholders attend the “candidate forums”, such questions and answers would provide a means for all shareholders to review the candidates’ positions.


Election ballot mailing

·         The election mailing will include the following:

·         Candidate Resume/statement with photograph of candidate

·         Ballot instructions (see attached)

·         Ballot


Copies of the transcripts for the candidate forum will be available to shareholders on the web site, posted on the bulletin board or extra copies will be available in the office, they can be mailed after appropriate postage payment is made. The election committee will post a reminder of the availability of this document periodically on the list serve.




Assuming that the Annual Meeting is to be held during the first week of April, the following approximate schedule should apply (see sample calendar attached):


·         October 1: Appoint Election Committee. Begin to solicit candidates during G & G.

·         February 1 Deadline for candidates to express interest in running for the board

Election Committee recommends a slate of candidates for Board approval.

·         Feb: Candidate forum is held. (on a Saturday after skiing)

·         Mid February: Deadline for candidates to submit campaign statements for the ballot.

Deadlines for “petition” candidates to submit petitions and resume to get on ballot.

·         March 1: Ballots are sent out to all owners.

·         Annual Meeting: Election held. Results announced.


Annual Meeting - there will be no nominations from the floor per bylaw 4.3. The President will introduce the candidates; no comments from the candidates will be permitted.


Ballot Handling and Counting Procedures


·         Ballots should be kept sealed and safe from the time they are received by the Cooperative until the ballot counting procedure begins on the day of the Annual Meeting.

·         The bylaws specify that sealed absentee ballots must be received no later than the day prior to the Annual Meeting. However, we have always allowed ballots that were received on the day of the meeting. We will continue to allow absentee ballots that are received up until the closing of the polls at the Annual Meeting.

·         Since the bylaws do not allow fax ballots and because they could undermine the integrity of the election process, fax ballots are not accepted.

·         Changing your vote has been allowed at any time up to the end of balloting at the meeting. When this is done, a new ballot should be submitted with individuals name and date on the ballot and the old ballot will be destroyed.

·         Voting polls will close 15 minutes after the end of the meeting.


Ballot Counting


·         Impartial ballot counters should be contracted and trained by Co-op counsel. Typically, 6 individuals are used as counters. Corporate Counsel will arrange for individuals, typically from a local school or college.

·         Ballot counting room – who is permitted in the counting room: independent ballot counters, legal council, election committee and independent observers as appointed by election committee. No MRG staff will be allowed to remain in the room unless assisting with shareholder verification or needs of the counters. No shareholders will be allowed in the ballot counting room unless otherwise specified.

·         All observers, committee members and counters once approved, should expect to be present, without alcohol for 5+ hours on meeting day. These individuals are to have no contact or conversations with anyone concerning the election. The process begins at 2 PM on the day of the Annual Meeting.

·         On the day of the Annual Meeting the ballots will be sorted alphabetically by shareholder name as it appears on the ballot. The names from ballots are then checked off a master shareholder list.

·         After the ballots have been put into alphabetical order and checked off the master the ballots will then be tabulated. Counters work in teams of two in which one reads the votes cast and the other records the votes on tabulation sheets. They then switch and do the same in reverse to validate their count. This counting process will begin during the day of the Annual Meeting and continue until completed.

·         During the day of the Annual Meeting if duplicate ballots from one shareholder are received ballots need to be sorted by date and the oldest one(s) are discarded.

·         The Cooperative counsel speaks to the counters regarding issues of confidentiality and the process they are to follow.

·         After the polls close, all ballots are tabulated using the method detailed above.

·         Spoiled ballots, envelopes with illegible signatures or names, will be reviewed by the Committee to determine disposition, sometimes with the assistance of MR Staff. Ballots from shareholders in arrears on Election Day will not be counted. Owners of less than 60 days are not eligible to vote.

·         The Cooperative counsel and the Election Committee review the results and announce them to those people remaining after the meeting, post them on the bulletin board and the list serve within 24 hours.

·         Results when posted should reflect total votes cast for candidates as listed on the ballot and the total number of ballots received.


Ballot Destruction – ballots will be destroyed 45 days after the elections unless the election is contested. Anyone contesting an election must do so within 30 days of the election.





Notification – dates for the forum will be published on the web site along with the entire election schedule in November preceding the elections.


Preparation –

·         The moderator will be appointed in November-January time frame by the Election Committee Chair. (the chair can serve as moderator.)

·         The moderator will solicit questions in advance, at least one month prior to the forum, from the shareholder population using the list serve or any other means deemed appropriate.

·         The forum moderator will keep all questions completely confidential. They are not shared with the election committee or the board or the candidates. They are not published. The moderator will take suggested questions and modify them to be appropriate for the public forum and worded in a positive fashion.

·         Notice of the forum(s) should be posted on bulletin boards, list serve and all other appropriate means, in January.


Forum Organization

·         All questions must be typed and numbered in preparation for the forum

·         Put numbers in a container corresponding to the numbers on the questions

·         Have a shareholder volunteer pull the question numbers, the moderator will ask the questions in that order

·         Record the question number and the first speaker for every question for the transcriber

·         Rotate the first speaker so everyone answers a question first

·         Limit answers to a maximum of 2 minutes


Needed at the Forum

·         Recorder, with fresh battery

·         Sound system, MR office has the system



·         One shareholder volunteer to monitor recorder

·         Two shareholder volunteers to control noise

·         One shareholder volunteer to select question numbers and to record their order


Time Frame – 2 hours

·         Moderator will introduce self and review procedures with candidates and audience

·         Introduce candidates (names only) and whether in-state or out-of-state

·         90 minutes dedicated to pre-formatted questions

·         30 minutes open questions from the audience


Post Forum

·         Tapes of the forum must be delivered to transcription service within 24 hours.

·         Transcriber will return written narrative to moderator.

·         Moderator does a quick review to check for accuracy of names associated with answers.

·         Moderator sends transcript to candidates within 12 hours.

·         Candidates have 24 hours to notify moderator of any errors. Candidates cannot change content of answers.

·         Moderator submits transcript to MR office for posting on the web and for shareholders to pick up or have mailed if appropriate payment for mailing is made.

·         Set the dates for the following year’s elections.

·         Reserve the third floor of the base box for the following years forum.


Particulars – in 2002 and 2003 we used Amicus Sten-Tel transcription services, 5197 Main Street, Suite 8D, Waitsfield, VT05673, 888-600-8505 or 496-4321, contact person was Heidi Geiser.




Saturday board meeting, October, 2003 – President to nominate the election committee chair


Fall issue Echo – Request candidates and post election information and calendar


Web Site/October 2003– post election procedures, candidate forum procedures and election calendar.


Nov 1, Dec 1, Jan 1, Feb 1, and Mar 1 - List Serve – Request candidates to come forward and post election information and election calendar on the 1st of every month from November through March. Delete old deadlines every month.


December 1 – February 1 – declaration to run must be sent to the chair of the election committee


December 1 – February 1 – the Election Committee Chair sends the potential candidate “letter to candidates”. Include election procedures and duties and responsibilities of being on the board.


January 2 – chair selects the forum moderator


January 20 – 31 – Forum moderator solicits questions from shareholders via the list serve and bulletin board.


February 1-7 – candidate petitions to be on the ballot submitted to election chair


February 7 – resume/bio statements due to the Chair


February 7, 2004 - Board meeting where slate is approved; slate is posted immediately on list serve


Election Committee Chair notifies any potential candidates not nominated that they have one week to submit a petition to be on the printed ballot and to submit a bio. Nominated candidates have one week to drop our if they choose and not be on the ballot.


February 28, 2004 Candidate forum held


March 1-7 – forum transcripts prepared and proofed by election chair and candidates.


March 7 - transcripts printed for shareholders and available in the office, post them to the web and make availability known on the list serve.


March 1, – ballots mailed, to include candidate bio, election instructions, ballot, and ballot envelope.


April 3, 2004 – Annual Meeting and finalize elections.


April 10, 2004 – Board Meeting 8 AM for election of officers.


May board meeting – next years election calendar submitted to board by outgoing election committee.





Annual Meeting, April ,200




A member may vote by mail for the annual elections. There shall be no voting by proxy. Members are encouraged to attend the Annual Meeting. A member may choose to vote either by mail or at the Annual Meeting. Members who choose to vote by mail are also encouraged to attend the Annual Meeting to participate in other important activities to take place.




1.       Vote-by-mail MUST be returned by mail in the special return envelope provided. Do not enclose other MRG business in this envelope, as these envelopes will not be opened until the annual meeting.

2.       The return envelope with your ballots signed and dated by a shareholder member must be received at the MRG office before the annual meeting in order to be counted. Your signature must match the name on the Mad River mailing label with which the ballot was sent, no nicknames or name changes will be accepted for voting.

3.       If your ballot cannot be mailed to arrive before the annual meeting, ballots will be accepted when completed properly up to 15 minutes after the end of the annual meeting.




WHO MAY VOTE: Only a member may vote – one vote per member.


READ carefully the material concerning director candidates and the proposed Bylaw amendments. Mark your ballots carefully.


ENCLOSE your ballots in the return envelope provided and seal it carefully. The signature of a shareholder in good standing is required or the ballot will not be counted.


The date is required in case two ballots are received from the same individual; the oldest will be discarded.