How my HOA wound up wasting $100,000.00 on three unnecessary uncontested election . . . and will continue to cost HOAs more in the future:
(This is another example of how Third Lawyer Sandra Gottlieb has cost us a ton of money … and will continue to cost us even more in the future. It will take some time to fully explain. But I promise, if wasteful spending concerns you, this will be eye-opening!)
As I indicated, I am a practicing lawyer, one who made his name by successfully convincing federal judges throughout the country to radically alter their interpretation of the remedies sections of the Lanham Act, the United States Trademark Act. So you might say that statutory interpretation – convincing judges of what a legislature intended when they passed a statute – is a specialty of mine. That experience informs how I dealt with Third’s by-law that addressed uncontested board elections.
Our board elects 3 or 4 directors every year on a rotating basis, each director having a 3-year term. I was appointed to the Third board in or around February, 2017, so my first run-in with a board election took place in September of that year, when four seats had to be filled. As it turned out, there were only 4 candidates, the same four directors whose terms were about to expire. Inquiring, I was told that we nevertheless had to conduct a full, formal, secret election, requiring that we retain an inspector of elections, mail formal ballots (with pre-stamped return envelopes) to all 6,102 members, sit for a formal meeting, and wait, with baited breath, to learn of the results. OK, folks often do silly things, just to comply with applicable rules . . . but complying with this silly procedure would cost us, I now understand, between $30-50,000. But following that absurd procedure also violated Third’s By-Law §8.4.2 (titled, “Equal or Fewer Candidates”) which provides:
* If after the close of nominations, the number of nominees is equal to or less than the vacancies, those nominated and qualified shall be declared elected. [Emphasis added]
Got it? Our by-laws mandated that we simply declare the candidates elected. But when I pointed that out, Third’s lawyer Sandra Gottlieb insisted that a state statute required that we follow the formal procedure.
By that time, it was too late: an elections inspector had been hired and the ballots were in the process of being mailed out. But I would be ready for next year . . . if we had another uncontested election.
And the following year we did: when the original slate of 5 candidates whittled down to 3. This time I prepared and distributed a 9-page “white paper,” arguing in detail how a subsection of the same statute Gottlieb cited actually allowed HOAs to completely avoid formal balloting for uncontested elections, so long as their by-laws authorized election by acclamation … and our by-law already did. But Gottlieb flatly rejected my argument, saying simply that the statute required a formal election.
But what about my 9 page white paper, a copy of which I sent her? Good question! So at the following board meeting, I asked her specifically, “What did you think of my argument?” Her response left me speechless: “I was instructed not to read it,” she responded. Do you believe her? Well, a lawyer who intentionally disregards an opposition argument is either fibbing (they really did read it), or must be a complete nitwit (not even interested in what the other side has to say). I don’t know what’s worse!
Oh, and the board had recently promulgated a rule that only the board president could directly contact our lawyer (a rule intended to cut legal fees because our former lawyer had been regularly pelted with questions from many directors). So clearly the instruction not to read my brief must have come from then-president Rosemarie diLorenzo. (Think that one over for a minute or two!)
In explaining her position, Gottlieb cited the first section of the statute, that did require secret balloting as a general proposition . . . but she completely ignored a follow-up section that specifically excluded uncontested elections. (Maybe she has an attention-deficit disorder!)
[For anyone desperate to read 9 single-spaced pages of thick legal argument, a copy of my “white paper” – which proffers four separate reasons why a formal election was unnecessary – can be found at the foot of this post. But be forewarned: it’s a pretty dense argument! For everyone else, trust me, the argument is a slam-dunk. Want further proof? Governor Brown’s legal department agreed, as you will learn if you keep reading.]
The question that hangs out there is: why on earth would Third’s attorney, holding a well-reasoned brief that excused an unnecessary (and expensive) election, not at least spend a moment considering that argument? Perhaps because she would have had to admit that her simple analysis ignored the section of the statute that relieved us of a formal election? Perhaps because she would have had to admit that my argument was valid?
Whatever her motive, she held firm . . . and spent a lot of energy supporting a lobbying effort to change the California statute to specifically allow for election by acclamation. And Laguna Woods joined in, sending Brad Hudson up to Sacramento several times to lobby for the amendment. You can only imagine how much that cost us … not only in sending Brad up to Sacramento numerous times, and the time it took from his day job; but how much Sandra may have charged us for pressing for the amendment, asubject about which I have no information.
And she was successful: the California legislature did indeed pass a bill to amend the statute. Bully for her!
But guess what? Governor Brown then vetoed the bill, on the grounds that it was unnecessary. Here is his veto message:
California has over 50,000 common interest developments varying in purpose and size. Each one has governing documents that are tailored specifically for that individual community. This bill takes a once-size-fits-all approach, but not all homeowner associations are alike. If changes to an election process are needed, they should be resolved by the members of that specific community. [Emphasis added]
Got it? Individual communities, the Governor says, should resolve their election processes as they see fit. Under current law. No amendment is even needed. So if an HOA like Third Mutual decides to recognize acclamation for uncontested elections, they are free to do just that.
But waidaminute! Third Mutual already did decide to recognize election by acclamation for uncontested elections. It had been in our by-laws all this time! Exactly as I said, at least $100,000.00 ago. So we didn’t have to conduct a formal election . . . three years in a row . . . and waste all that money! Governor Brown (and his legal department) agreed with me. And his veto message flatly repudiated Gottlieb’s argument, the argument that only considered the first sentence of a rather detailed statute (that never applied anyway). Great thinking, Sandra! How much have you charged us for all your work on that completely unnecessary lobbying effort? Maybe the real question should be asked of the Third board: Does any director have the courage to examine Sandra’s billings and see how much she has charged us for all that needless work? Well, elect me after the recall … and see how quickly I intend to do just that!
Well, at least we finally obtained finality of this pesky issue: communities are – and have always been – free to dispense with formal elections when seats are uncontested. No doubt about it. None other than the state’s governor said so in a formal veto message.
But was our stalwart lawyer ready to take “yes” for an answer? NO! Not content with a ruling from on high that we needn’t spend a single moment – or a single hour of billable time – worrying about a non-issue, this dogged defender of doggerel continued to waste time — and perhaps Third’s money — lobbying anew for a statutory amendment that we now knew was wholly unnecessary. There is a word for that sort of conduct! Why on earth would any sane person insist on changing a statute that the Governor’s legal department felt was not even relevant to the issue?
And the bad joke is that the amendment passed on the second try, adding new restrictions that will only hamper HOAs that have uncontested elections. Candidates can no longer simply be declared elected without additional – and silly – new procedures. And that new statute is so complicated that it recently became the subject of a 90 minute lecture. By none other than Sandra Gottlieb!
I actually suffered through Gottlieb’s “Voting by Acclamation” lecture a couple months ago. The most appropriate statement in the lecture came from Sandra, herself, grieving the fact that the legislation brutalized “what should have been a very simple procedure,” (or words to that effect). That was the understatement of the year (but then again, it was only February).
Watching that infomercial was instructive: It took well over an hour, just to get through all the steps you must go through to avoid a formal secret ballot election. 50 (slide) pages of rules! Two lawyers almost speed-reading as a tag-team, just to run through it. The U.S. Constitution probably occupies less space than her outline (and that’s just an outline!) of that mountain of rules.
Every board member should sit through that presentation. And then compare it to the procedure that existed under California law before the legislature began tampering with Civil Code §5100. Let me remind you of what we had to do back in 2018, when faced with an uncontested election: NOTHING! That’s right. Until the legislature adopted that monstrous piece of unnecessary legislation, all we had to do, when the number of candidates was equal to or less than the open seats, was to declare the candidates elected.
Who said the legislation was unnecessary? I did! And I backed it up with a 9-page single-spaced white paper (essentially a legal brief) showing that, for 4 separate reasons, no judge in their right mind would ever invalidate our election by acclamation. Yet, our board president Rosemarie diLorenzo threatened to have me thrown off the board if I took the matter to court (on my own). Just think of it: if I had the temerity of bringing an action seeking a court ruling that we didn’t have to waste up to $40,000.00 each year on a silly unnecessary formal election, she would “get” me! The only reason I did not do it anyway was that the board refused to agree not to seek legal fees if I lost. (I was willing to possibly “waste” my time seeking a judicial declaration, but I was not willing to risk my wife’s nest egg!)
Who else agreed with me? Then-governor Jerry Brown, who vetoed the first bill ; and – I subsequently learned – so did another lawyer, Larry Stirling, who just happens to have co-authored the Davis-Stirling Act. So who would you believe: Larry Stirling, Jerry Brown and Me (and my 9-page brief)? (…. or Sandra Gottlieb?)
But credit should also go to the entire Third board, which – having received my October 1, 2018 email proving that the issue no longer existed (and never did) – nevertheless thereafter agreed to subsidize this laughable flushing of even more money down the drain. This compels a visit to Blog Post # 4, which criticizes board members who do not invest the time or the energy to evaluate in depth every issue that comes before them . . . but simply “go along to get along.” The only two individuals (of the 44 who received my email) to publicly agree that nothing further needed to be done were the late Bert Muldow and since-retired CEO Brad Hudson. My hat’s off to them both! (Cush Bhada also agreed . . . sans a public announcement.)
So the next time we have a slate of uncontested board candidates, we should observe a moment of silence, to remember the time when uncontested elections should have been totally cost-free. And we should also recognize the person most responsible for forcing us to spend our assessment money on a procedure that benefits only HOA lawyers. So now we will either have to pay an HOA lawyer to micro-manage a complicated acclamation procedure, or pay for a formal election (costing 50 grand?). But one thing is absolutely certain: Every HOA in California is going to pay at least something – either to an election inspector or to their lawyer every time a director’s term is up for a vote. And we should never forget who we have to thank for that!
This is just one more reason why firing Sandra Gottlieb should be a priority of a reconstituted Third’s board.
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The following“white paper” was distributed to all Third Mutual Directors as well as to Sandra Gottlieb - - - - - - - - - - - - - - - - - - - - - - - Avoiding a Useless Election
An effort is afoot to amend Civil Code §5100 to allow for election by acclamation in uncontested HOA elections . . . and if it is successful, we will avoid a possible recurrence of last year’s fiasco, when we spent over [updated: 30] thousand dollars conducting an election that was completely unnecessary. . . and in fact violated our own by-laws.
But even without the proposed amendment, we can – and should – follow our by-laws in the event of another uncontested election, for there is no obligation to conduct an election when the number of nominees does not exceed the number of vacancies.
TLHM By-Laws Save us From Wasting Money on Unnecessary Elections
Our by-laws dictate the procedures for electing directors, procedures we must follow. So in the normal situation – when there are more candidates than open seats – the by-laws mandate a traditional membership vote:
TLHM By-Law §6.3 (“Election ... of Directors”) provides: * Directors of a sufficient number to fill vacancies ... shall be elected by ballot which shall he distributed by mail ....
However in drafting our by-laws, our forebears anticipated the situation we faced last year, when the number of candidates did not exceed the number of open seats:
TLHM By-Law §8.4.2 (“Equal of Fewer Candidates”) provides:
“If after the close of nominations, the number of nominees is equal to or less than the vacancies, those nominated and qualified shall be declared elected.” [Emphasis added]
These by-laws cannot be ignored. Unless invalidated by controlling authority (a state statute, our CC&Rs), we must follow these rules. But we didn’t last year … and our failure to do so cost us a ton of money.
In the circumstance we faced last year (4 candidates for 4 open seats), there was no need for an election. By-law §8.4.2 directed (in that circumstance) that the 4 candidates be declared elected. Therefore, there should have been no votes cast by the membership, a phrase of crucial importance.
California Election Laws
California has a statute that controls direct membership elections: Civil Code §5100(a). But there is no conflict between that statute and §8.4.2 of our by-laws: we can pay respect to the statute and still avoid spending a dime on a useless election.
Civil Code §5100(a) provides: "Notwithstanding any other law or provision of the governing documents, ... election and removal of directors ... shall be held by secret ballot in accordance with the procedures set forth in this article."
But §5100 only applies to direct membership elections:
“(d) The procedures set forth in this article shall apply to votes cast directly by the membership, but do not apply to votes cast by delegates or other elected representatives. [Emphasis added]
By specifying the elections to which the statute applies, it also tells us to which elections it does not apply: elections in which the membership does not vote directly. That necessarily follows from an age-old canon of statutory interpretation, the rules judges use to interpret ambiguous statutes. With apologies for sounding like a lawyer, this basic interpretive rule – which judges uniformly follow – is, Expressio unius est exclusio alterius (“the express mention of one thing excludes all others”). In our circumstance, the express mention of one thing (“votes cast directly by the membership”) necessarily excludes all others (including election by declaration).
This interpretation also honors another basic rule of statutory interpretation, requiring courts to avoid surplusage,“[giving] meaning to every word and phrase in the statute.” [Heller v. Norcal Mut. Ins. Co., 8 Cal 4th 30, 39 (1994)] “A cardinal rule of construction is that every word in a statute is presumably intended to have some meaning and that a construction making some words surplusage is to be avoided.” [Watkins v. Real Estate Comm’r, 6 Cal. Rptr. 191, 193 (Ct. App. 1960) To hold that §5100(a) applies to all board “elections” would logically render the phrase, “votes cast directly by the membership” meaningless, since those “direct membership votes” would necessarily be encompassed by the more general provision (in subsection (a)).
Put another way, if the phrase “election … in accordance with the procedures set forth in this article” in subsection (a) were interpreted to require a secret ballot every time that a director was to be seated on a board, the first 16 words of subsection (d) would serve no independent purpose; they would be completely meaningless, and thus violate the rule against surplusage. However, if “in accordance with the procedures set forth in this article” (in subsection (a)) referred solely to votes cast directly by the membership” (in subsection (d)), then all the words in subsection (d) would contribute something to the statute’s meaning, and none would be considered “surplusage.”
So while §5100 controls votes cast directly by the membership, it has no relevance in uncontested elections. And since §8.4.2 required us – last year – to declare those 4 candidates elected at the close of nominations, we not only violated our by-laws but then spent more than ten thousand dollars on an improper and meaningless election.
We Also Violated Civ. Code §3532
By ignoring our by-laws we not only financially shot ourselves in the foot, we also violated yet another California statute, CA Civ.Code §3532, which provides that:
The law does not require the performance of idle acts.
Given the clear mandate of our by-laws, it adds insult to injury to conduct an election that could not legitimately have had an outcome different from the declaration.
Other Reasons §5100 Does Not Apply to Uncontested Elections
The statute does not mandate that an HOA must conduct membership elections. It merely says that if they conduct a membership election, it must be by secret ballot.
California Code §5100 is on its face nothing more than a secret ballot initiative; a simple reminder that HOAs are required to enforce the secret ballot mandate of Article 2, Section 7 of California’s Constitution: “Voting shall be secret.” The fact that this statute treats election and removal of directors exactly the same way proves that it concerns just one thing: the protection of an individual’s right to vote in private; to protect a sacred right of all citizens, the secret ballot.
How do we know that the statute only comes into effect IF an HOA conducts a membership election? Because it treats elections of directors and removal of directors exactly the same:
“election and removal of directors... shall be held . . . .”
So if §5100 requires elections, by the same token it must also require removals, which is absurd: Our membership is obligated to remove directors? Which ones? Why? Clearly that could not have been the intention of the law. Logically the Legislature must have had something else in mind.
And their purpose could not be clearer: there must be a secret ballot only if there is a membership vote to elect or to remove a director. In fact, as we have seen above, that is precisely what subsection (d) provides.
Our by-laws provide a careful procedure for removal of directors. But §5100 only comes into effect if the membership votes to remove a director.
By the same token, the by-laws provide a careful procedure for election of directors. So §5100 only comes into effect if the membership votes to elect a director.
And under the circumstances that existed last year, the membership was not even entitled to vote to elect directors. §8.4.2 completely obviated that exercise.
Thus in order to argue that a secret ballot is required even in uncontested elections, one must also illogically argue that the Legislature meant two different things when it said that, “election and removal of directors … shall be held by secret ballot ….” But there is no basis for assuming that the Legislature had such a contortionist intent.
Since §5100 applies only to “votes cast directly by the membership” – and since §8.4.2 mandated a simple declaration – that statute should not have come into play last year. In such circumstances, the need for a secret ballot went out the window. (In contrast, the statutory language, “votes cast by delegates or other elected representatives” epitomizes the openness that underlies our form of government.)
But what is the downside risk of following this procedure? The statute provides for injunctive relief, an award of attorneys’ fees and a possible fine of $500.00. I submit such a lawsuit is extremely unlikely. The complainant would have to show damage in order to “prevail.” But how would this trouble-maker be damaged, a crucial element in any lawsuit? Anyone bringing that action would be labeled a trouble-maker and probably just be shunned.
According to ProTec Building Services, “As of the beginning of 2009, there were 47,082 HOA’s in California.” Assuming that figure has not changed (and I believe the statute came into effect in 2006), there must have been 11 annual elections in each HOA: a total of 517,902 HOA elections … yet I have not found a single reported case (in Westlaw) in which anyone has argued that the HOA must conduct a formal election when the number of candidates is equal to or less than the number of seats to be filled. Of course, not all “elections” were likely determined by acclamation, but if even just 5% of them were, we are still talking about more than 25,000 elections, still quite an impressive number, considering that not a single case found its way into even an unpublished report.
So the risk that we face by avoiding a completely useless waste of time and money is as close to absolute zero as one can imagine. Just think of all the things we could have done with the money we wasted last year! And then think about what we are threatened with having to spend again this year if we follow the crowd and burn all that money once more.
Our Safe Harbor
But even the theoretical possibility of someone objecting to such an election declaration (and claiming that there are 3 – or 4 – vacancies on the board) totally disappears, because our by-laws allow the board itself to fill any vacancies:
* A vacancy or vacancies on the Board of Directors shall exist on the occurrence of . . . the failure of the Mutual Members to elect the number of Directors to be elected. [§§6.4.1; 188.8.131.52]
Since the mutual members clearly will not have elected anyone (in the hypothetical we are discussing), one could claim a “failure … to elect the number of Directors to be elected.” But the next succeeding section of our by-laws provides the remedy:
* In filling a vacancy or vacancies on the Board of Directors, the Board shall, at an open meeting: (a) elect an individual with the expertise needed, or (b) elect any one of the candidates at the preceding election whose special qualification may be needed on the Board .... [§184.108.40.206 ]
So to head off even the theoretical possibility that some mischief-maker might object to seating the “new” directors by acclamation, the old directors (alone) should formally “elect” those new directors pursuant to by-law §220.127.116.11, a procedure specifically recognized by §5100(d):
* (d) The procedures set forth in this article . . . do not apply to votes cast by delegates or other elected representatives.
Directors are “elected representatives.” And filling those “vacancies” perfectly fits within the parameters of §5100(d). So we have just elected these candidates two different ways . . . and each procedure should easily pass muster.
And one thing is absolutely certain about this stratagem: No sentient judge would ever find it improper. Because to do so would require a finding that (1) §5100 was violated (when it clearly wasn’t); and (2) that the vacancy by-law was unenforceable (when there is no statute that says so). But there is yet a third reason: (3) because the remedy for any theoretical violation would compel the same result: the election of the very same individuals, meaning that the judge would be performing an idle act, in violation of CA Civ. Code §3532 (“The law does not require the performance of idle acts.”)
There is no conflict between our by-laws and California’s secret ballot initiative. Since we had to declare – last year – those 4 candidates elected at the close of the nominating window, we not only violated our by-laws but then spent tens of thousands of dollars conducting an improper – and clearly useless – election. So we wasted both our effort and our money, and violated CA Civ.Code §3532.
Moreover, our own by-laws provide insurance by allowing the hold-over directors to “elect” the candidates themselves. And, given these two legitimate bases for seating those uncontested candidates, no judge would ever order a formal secret-ballot election.
Hopefully we will have a surfeit of competent candidates for our board election this year. But if we once again have a limited field, at least we should avoid throwing away money while we violate by-laws drafted by an earlier board, folks who wanted to save us from doing useless – and frankly silly – things.
[Below is a list of traditional canons of statutory interpretation, every one of which favors this argument]
* * * Relevant Canons of Statutory Interpretation
In interpreting a statute, judges follow a hierarchy of interpretive rules, the most obvious of which is that:
Where the language of a statute is plain and unambiguous, courts give effect to the statute as written, without engaging in statutory construction. It is only where the language is ambiguous will a court look to rules of construction for guidance and consider the reasonableness of proposed interpretations. (Citations on request)
I believe the statute is pretty clear, since (as noted above) §5100 applies solely to direct membership elections. However even if there was some claimed ambiguity, a plethora of interpretive rules (canons) strongly favors avoidance of a useless election.
* * *
Noscitur a sociis (it is known by its associates):
A word is known by the company it keeps. The goal is to avoid ascribing to one word a meaning so broad that it is inconsistent with its accompanying words. Applying this method of construction, only those commonly understood meanings, which are consistent with the context given, are to be considered in determining the meaning of a term undefined by statute.
By insisting that all elections follow the secret ballot procedures described in 5100, it necessarily differentiates “election” from “removal” in a critical sentence of subsection (a) when there is no rational basis for claiming that the words should be treated differently.
Canon Against Surplusage:
As noted above, courts give meaning to every word and phrase in the statute to accomplish a result consistent with the legislative purpose: “The surplusage canon holds that it is no more the court’s function to revise by subtraction than by addition.” [Scalia & Garner, Reading Law…. at 174 (2012)]; “Courts often recite the canon of construction that prevents them from reading statutory or contractual language in a way that renders part of it surplusage.” [ Garner: A Dictionary of Modern Legal Usage at 860 (2d ed. 1995)]
To hold that §5100 applies whenever a director is seated would render meaningless the phrase, “votes cast directly by the membership” in subsection (d), because all votes (according to that argument) necessarily includes “votes cast directly by the membership.” Why would the Legislature go out of its way to say – in no uncertain terms – that 5100 “shall apply to votes cast directly by the membership” if the general provisions of subsection (a) already mandated secret ballot for all elections?
Expressio unius est exclusio alterius:
“The express mention of one thing excludes all others.” The doctrine as applied to statutory interpretation creates a presumption that when a statute designates certain persons, things, or manners of operation, all omissions should be understood as exclusions.
This statute specifically identifies its target audience: votes cast directly by the membership. Logically, then, seating directors via a totally different mechanism (declaration pursuant to a by-law mandate) must be excluded.
The Last Antecedent Rule:
“A limiting clause is to be confined to the last antecedent, unless the context or evident meaning requires a different construction.” Anderson v. State Farm Mutual Automobile Insurance Co., 75 Cal. Rept. 739, 741 (2nd Dist. 1969)
Following this well-recognized principle, the phrase, “In accordance with ... this article” modifies only the immediately preceding term: “secret ballot.” It does not modify “election and removal of directors.” And a secret ballot is not only senseless in our hypothetical; it is only required for a vote cast by the membership, as provided in subparagraph (d).
The Reasonable and Practical Standard:
“Enactments of the legislature are to be interpreted to accord with common sense and reason.” [Smith v. Dep’t of Employment, 100 Idaho at 522, 602 P.2d at 20.] “Constructions that would lead to absurd or unreasonably harsh results are disfavored.”46 [Friends of Farm to Mkt. v. Valley Cty., 137 Idaho 192, 197, 46 P.3d 9, 14 (2002).] If ambiguity exists, Courts must consider the social and economic results which would be effectuated by a decision on the meaning of the statute.
Does it make sense to compel an HOA to unnecessarily spend up to $20,000.00 to conduct an election whose outcome is 100% certain?
The Presumption Against Change in Common Law:
A statute will be construed to alter the common law only when that disposition is clear. While this alteration of common law must be clear, it need not be express.[Scalia & Garner, Reading Law, at 318 (2012).]
Under common law principles, HOAs would be entitled to declare directors elected in our hypothetical. Given that our HOA meticulously follows the statute for membership election of directors, there is certainly neither logic nor reason to limit our discretion when the outcome is certain.
The Rule Against Absurdity:
This “familiar canon [directs courts to] avoid statutory constructions that lead to illogical or absurd results.” [Mountain Lion Foundation v. Fish & Game Com., 16 Cal.4th 105, 142 (1997)]
It is absurd to believe that the Legislature intended to compel HOAs to conduct time-consuming, expensive secret ballot elections when the outcome was 100% certain, and no benefit can even be conceived.
The Common Sense Rule:
Similar to the immediately preceding rule, this rule prescribes a common sense construction of statutes so as to avoid absurd results. (See, e.g., People v. Ranger Ins. Co. , 9 Cal.App.4th 1302, 1307, (1sst Dist, Div. 4, 1992) It thus compels a court to determine (a) the purpose of the statute, and (b) whether the claimed interpretation is consistent with that purpose.
On the surface the statute’s purpose is pretty clear: to assure a secret ballot. But that explanation does not go far enough. The obvious reason for a secret ballot is to protect the members from having to disclose how they voted. There can be no other reason for a secret ballot. Declaring candidates in an uncontested election as being elected is fully consistent with that goal, since the candidates would be seated without the members having to disclose their preference. This rule is nothing but another way of recognizing the basic idea underlying our entire legal system: that the law follows logic.
In contrast, the mandatory election cohort can point to not a single statutory interpretation canon that supports their opposition; not a single logical argument why we should want to bend over backwards to waste our money.