1.) ALLOCATION OF VOTING RIGHTS: THE “ONE VOTE PER UNIT” RULE IS MANDATORY AND EXCLUSIVE:

 The restriction of one vote per unit is mandatory, legally sound, and required under New Jersey law:

  • The Cooperative By-Laws: Article IV, Section 8 explicitly states: “Each certificate holder, either in person or by proxy, shall have the right to cast one (1) vote. If a certificate is registered in more than one (1) name, the persons named thereon shall have only one (1) vote between them.”
  • The Planned Real Estate Development Full Disclosure Act (“PREDFDA” / “Radburn Act”): Under N.J.S.A. 45:22A-45.2(c)(9), New Jersey law expressly codifies a strict statutory limitation:

“An association shall not provide for an allocation of votes other than one vote for each unit, or such larger number of equal votes per unit as may be provided in the governing documents…”

  • New Jersey Nonprofit Corporation Act: Under N.J.S.A. 15A:5-10 and N.J.S.A. 15A:5-16 (“Memberships held jointly or as tenants in common”), joint owners are treated as a collective single membership interest and do not possess independent, duplicative voting rights.

Permitting multiple certificate holders of a single cooperative unit to cast separate ballots would directly violate N.J.S.A. 45:22A-45.2(c)(9) by unlawfully weighting and multiplying that unit’s vote over single-owner units. The Cooperative’s Absentee Ballot Instruction providing that “only one ballot may be submitted for each eligible unit or household, not per member” is legally correct and strictly mandatory.

2.)FINANCIAL DELINQUENCY AND VOTER ELIGIBILITY:

Delinquent certificate holders possess no inherent or automatic right to vote under either the By-Laws or New Jersey statutes:

  • The Cooperative By-Laws: Article IV, Section 8 provides without qualification: “No member shall be eligible to vote if the book or management account of the Co-Op indicates such member to be more than thirty (30) days delinquent in payment to the Co-Op.”
  • PREDFDA (“Good Standing” Requirement): Pursuant to N.J.S.A. 45:22A-43 and N.J.S.A. 45:22A-45.2(a), membership voting rights in board elections are expressly limited to members in “good standing.”
  • Department of Community Affairs (DCA) Regulations: N.J.A.C. 5:26-8.8(c) explicitly defines “good standing” as being current in the payment of common assessments/carrying charges, or in compliance with an active payment plan, court judgment, or pending Alternative Dispute Resolution (ADR) proceeding.

The Cooperative’s governing documents and New Jersey statutory law strictly align: a certificate holder delinquent in their carrying charges is disqualified from voting.

3.) Additionally:

  • Binding Contractual Status: Under settled New Jersey jurisprudence, the certificate of incorporation and by-laws of a residential cooperative constitute a binding contract between the corporation and its members (Highland Lakes Country Club & Cmty. Ass’n v. Franzner, 186 N.J. 99, 111 (2006); Papalexiou v. Tower West Condominium, 167 N.J. Super. 516, 527 (Ch. Div. 1979)).
  • Harmonious and Integrated Interpretation: New Jersey law mandates that governing documents must be construed as an integrated whole, giving sensible effect to every clause while ensuring no provision is rendered superfluous or meaningless (Cumberland Farms, Inc. v. N.J. Tpk. Auth., 365 N.J. Super. 238, 252 (App. Div. 2003); Roach v. BM Mot. Lodge Assocs., 84 N.J. 507, 514 (1980)).

Article V, Section 2 directs that Trustees “shall be elected by the membership at a regularly scheduled election”. Article V does not define who constitutes an eligible voting member, nor does it define joint ownership voting rights or general qualifications. Those fundamental definitions are established corporately in Article IV, Section 8. Article V merely supplies election-specific mechanics (such as the number of vacancies, secret balloting, and candidate resumes). Isolating Article IV, Section 8 strictly to floor votes taken during open meetings violates the structural unity of the By-Laws and would render the Cooperative powerless to verify voter qualifications during an election.

4.) The Cooperative’s double-envelope system is lawful, necessary, and designed to preserve the integrity of the vote:

  • Secrecy Mandate: By-Law Article V, Section 2 requires that “Voting shall be by secret ballot.”
  • Administrative Rules: DCA regulations mandate that associations verify the eligibility of each voter (N.J.A.C. 5:26-8.9(h)(1)) while strictly ensuring that “all ballots shall be cast in an anonymous manner” (N.J.A.C. 5:26-8.9(h)(3)).
  • Judicial Endorsement: In CAI-NJ v. DCA, Docket No. A-2241-21 (App. Div. Feb. 23, 2024), the New Jersey Appellate Division affirmed the Department of Community Affairs’ election regulations, recognizing the double-envelope procedure (outer certification envelope/card to verify eligibility; inner blank secrecy envelope to hold the ballot) as the standard, approved mechanism to satisfy both voter verification and absolute ballot anonymity.