Current Bylaw
In our General Assemblies, Chapter XI establishes (Article 43) that each Member has the right to one vote and that, in the event of a tie, the presiding officer will have a casting vote. It also defines that votes are cast by raising hands and are counted by three designated members for that purpose, in addition to stating that there will be special voting for certain cases.
What problem are we trying to solve?
Today, our bylawsdo not provide for:
- Paper ballots .
- Electronic votingfor those who cannot attend, are out of the country, or prefer a more agile and verifiable mechanism.
This limits participation and, in some sensitive issues, makes it difficult to implement a more modern votingprocess..
The proposal
Add(not replace) two additional modalities, keeping the current option:
In-person votingat the Assembly:
- It can still beby raising handswhen applicable; and
- The possibility ofpaper ballots(secret vote) is added when the Assembly so determines or when the matter warrants it. (voto secreto) cuando la Asamblea así lo determine o cuando el asunto lo amerite.
- Electronic voting prior to the Assembly, throughelectronic signaturefor Members who choose that modality when registering.
Is it legal to vote and sign electronically?
Yes. In Mexico, theCommercial Coderecognizes theElectronic Signatureas electronic data associated with a data message that identifies the signer, expresses their approval andproduces the same legal effects as a handwritten signature, being admissible as evidence in court.
Additionally, the platform we will useOdoo Signdocuments the applicable framework in Mexico and explains how its solution incorporates elements ofsecurity, traceability, and evidence(audit logs, cryptographic integrity, and authentication methods such as SMS) aligned with Mexican regulations and best practices (including NOM-151 as a reference for preservation and integrity, when applicable). (Odoo)
At the international level, Odoo states that documents signed with Odoo Sign are valid undereIDASin Europe andESIGNin the U.S., and that they meet electronic signature requirements in100+ countries. (Odoo)
In the European Union, for example, it is established that an electronic signaturemust not be deniedsolely because it is electronic (eIDAS framework). (European Commission)
Important: as in any process, practical validity depends onproperly executing the procedure(identification, integrity, evidence, preservation), which is why the proposal includes controls and auditing.
How
would electronic voting work in Colonos?
The electronic vote is executed as an individualballot(document) that the Owner completes andsigns electronically.The proposed process:
1) Pre-registration before the Assembly (mandatory for all)
Before the Assembly, each owner/Associate registers (digital or in-person) to:
- Confirmtheir contact information (email and phone).
- Validatetheir status andaccount balance/statusaccording to the applicable internal rules.
Confirm theirvoting method:
- Electronic, or
- In-person..
Registration closing:we suggest a cutoff (for example, 5 business days) to clean up the registry and avoid last-minute changes.
2) Sending electronic ballots (at least 48 hours in advance)
To those who choseelectronic voting,, aRequest a Signaturefrom Odoo Sign with:
- Unique linkper Owner (controls access and prevents duplicates)
- Deadline for receiptbefore the Assembly,, as defined.
3) Content of each ballot (document)
Each ballot will include:
- Identification of the matter: “Item X of the Agenda.”
Mandatory field typeselection / dropdownwith allowed options:
- “In favor” / “Against” / “Abstention” (or the corresponding ones).
- Voter information (name, lot/unit, number of votes).
4) Voter's signature
After choosing their option, the Associate proceeds tosignthe ballot in Odoo Sign.
5) Enhanced authentication via SMS (OTP)
As a final step, the system requests averification via SMS: the signer receives anone-time code(OTP) that must be captured to complete the submission. (Odoo)
This step reduces impersonation risks and strengthens the evidence.
6) Evidence, integrity, and log
Odoo Sign maintains evidence of the process (e.g.log/audit trail, timestamps, IP, and traceability), which facilitates internal auditing and support in case of controversy.
Counting and transparency during the Assembly
To maintain a single “counting act”:
The reception of electronic votes is closed at the approved time (deadline). la recepción de votos electrónicos en el horario aprobado (deadline).
Allreceived electronic ballots areprinted (with their folio/identifier).
In-person votes are received (show of hands or paper ballot, as appropriate).
Three designated associates (scrutineers) perform the consolidated count (printed electronics + in-person), respecting Art. 43 and the mechanics approved in the Assembly.
Additional steps
In order for the process to be orderly and auditable, we suggest adding:
Anti-duplication rule
If someone chooses electronic voting, their electronic ballot counts and in-person votes will not be accepted (or, alternatively, allow changes only with formal cancellation before closing).
Automatic reminders
Invite those who have not completed their ballot.
Safeguarding
Keep ballots and digital evidence for the period determined by the Association (and in a manner consistent with internal policies).
Privacy
Publish a new privacy notice applicable to the use of email/cell phone for authentication.
Draft statutory reform
1) Reform to Article 43 (to incorporate ballot and electronic voting)
ARTÍCULO 43. Derecho de voto y forma de emisión.
2) Addition of Article 43 Bis (operation of electronic voting)
ARTICLE 43 Bis. Electronic voting: registration, issuance, closure, and verification.
To exercise electronic voting, the Associate must:
a)Register in advancefor the Assembly within the timeframe and manner determined by the call, confirming their contact details (email and mobile phone number) and proving their identity and/or representation, if applicable.
b) Explicitly select the mode ofelectronic votingat the time of registration.
c) Cast their vote through theelectronic ballotthat the Association sends them, which will contain the corresponding options and will require: (i) selection of option; (ii) electronic signature; and (iii) validation through an additional authentication factor (for example,one-time code via SMS) or another equivalent mechanism.
d) Acknowledge that the electronic vote will be associated with afolioor a unique identifier and a digital evidence (log/audit trail) that allows for its verification.
The call will establish thedeadlinefor the receipt of electronic votes. Votes cast after this deadline will be considerednot submitted..
Electronic votes received on time must be included in the general counting of the Assembly, printed and counted along with in-person votes, or computed through a verifiable report, as determined by the Assembly, ensuring transparency, traceability, and control of duplications at all times.
3) Addition of Article 43 Ter (no duplication and conflicts)
ARTICLE 43 Ter. Prevention of duplication.
Each voting right may be exercisedonly onceper matter. When the Associate has cast a valid electronic vote within the deadline, that vote will prevail and no subsequent in-person vote for the same right will be allowed (unless a substitution rule expressly approved by the Assembly and applied before the deadline is in place).