Association Voting

[peytons4]

In a neighborhood association's covenants, the word "may" is used to describe the process by which votes are counted. In legal terms, does the following language allow for the Board to choose another method of voting?

"The Board may decide that voting on any particular election or motion shall be by mail, in which case notice shall include a written resolution setting forth the proposed action."

The word "may" and the phrase "in which case" would allow deviation from the written voting method because the term "shall" or "will" is not used. Is this correct reasoning legally speaking? No other voting options are delineated in the Covenants, but we want to get out of the business of paper ballots for most elections and motions.

 

[army judge]

In a neighborhood association's covenants, the word "may" is used to describe the process by which votes are counted. In legal terms, does the following language allow for the Board to choose another method of voting?

"The Board may decide that voting on any particular election or motion shall be by mail, in which case notice shall include a written resolution setting forth the proposed action."

The word "may" and the phrase "in which case" would allow deviation from the written voting method because the term "shall" or "will" is not used. Is this correct reasoning legally speaking? No other voting options are delineated in the Covenants, but we want to get out of the business of paper ballots for most elections and motions.

In legal parlance the use of the word "may" implies a choice to act, or a promise of a possibility, as compared with "shall" which makes it imperative.

The word "may" must always be read in context to determine if it means an act is optional or mandatory, for it could be an imperative.

Careful analysis must be made of the word "shall", as well.

Lay people tend to see the word "may" and believe they have a choice, or are excused from complying with a statutory requirement, by-law, or regulation.

Therefore, you "may" decide to use paper ballots, ballots by mail, or even electronic email balloting!