Board Election Results

[emmanuil54]

I am a member of a 501c(3) organization in Colorado with over 1000 members.  We recently had our board elections to replace an outgoing board member.  The board has opted(by tradition) not to publish the voting numbers which support the election results.  It has been suggested that Colorado non-profits must publish these results and all board minutes and make them available to the membership.  Is this correct?

[Somer]

I am not a Colorado attorney and do not deal with the laws of the States in this forum(I do deal with Federal law), but you can read from the link below that the State of Colorado, as of January 1, 1998 specified that, absent contrary indication in bylaws, that non profits that have voting membership have the same procedures as for profits as to publishing results of voting.http://www.state.co.us/gov_dir/leg_dir/olls/digest1997/CORPORATIONSANDASSOCIATIO...

Also see the Colorado Corporations and Association Law 7-127-201 and the sections following:http://198.187.128.12/colorado/lpext.dll?f=templates&fn=fs-main.htm&2.0

The bylaws may provide for such publishing of results, as:

"The Election Committee shall administer the electronic voting system, conduct the election, publish the election results..." corp.sbay.org/bylaws-20021116.html It is standard corporate procedure that is recommended by the International Corporate Governance Network:

4.15 Disclosing Voting Results. Equal effect should be given to votes whether cast in person or in absentia and meeting procedures should ensure that votes are properly counted and recorded. Corporations should make a timely announcement of the outcome of a vote and to implement this recommendation, corporations should publish voting levels for each resolution forthwith following the meeting.http://www.icgn.org/organisation/documents/cgp/revised_principles_jul2005.php

However, as you can see at the start of page 4:http://www.ccgg.ca/web/ccgg.nsf/web/CCGG_SEC/$FILE/SEC_Release_34-48626_Security...

"listed companies can avoid an obligation to publish voting results to shareholders"  

Thank you.

Harvey Mechanic

Attorney at Law