Annual Meeting Required
Every year, an association is required under its bylaws or CC&Rs to hold an annual meeting of its members for the purpose of electing directors to the association’s board. The association’s bylaws typically contain provisions governing the date, time, location, quorum requirements and the manner in which the annual meeting of the members is to be conducted. In the absence of such language, Corporations Code Section 7510 provides default provisions with respect to annual meetings. Specifically, Section 7510 provides that, when the location for the annual meeting of the members is not stated in the bylaws, the meeting shall be held at the principal executive office of the association, and “in each year in which directors are to be elected.” (Corp. Code § 7510(b).)
Failure to Hold Annual Meeting
If an association fails to meet within sixty (60) days of the date designated for the annual meeting, or, if no date has been designated, within fifteen (15) months after the formation of the association or its last regular meeting, a member may, after notice and opportunity to be heard, petition the superior court for an order establishing a date and time for a meeting. (Corp. Code § 7510(c).)
Directors Continue to Serve
If an annual meeting is not conducted and/or is unable to take place due to a lack of quorum, the directors then in office generally continue to serve on the board until successors have been formally elected and qualified. (Corp. Code § 7220(b).)
“Quorum” is the minimum number of member votes required before the association may engage in business at the annual meeting. With respect to voting, Civil Code Section 5115(b) provides that a “quorum shall be required only if so stated in the governing documents or other provisions of law.” If the governing documents require a quorum but do not state the quorum amount, and unless otherwise provided for by the association’s bylaws or other provisions of law, one-third (1/3) of the voting power of the association, represented in person or by proxy, constitutes a quorum. (Corp. Code § 7512(a); See also “Member Quorum Requirements” and “Failure to Achieve Quorum.”)
Continuation of Annual Meeting
In the event the association does not achieve quorum, “the chair calls the meeting to order, announces the absence of a quorum, and entertains a motion to adjourn” the meeting until a later date. (Robert’s Rules, 11th ed., p. 349.) The time period for adjournment is typically found in the association’s bylaws. Unless stated otherwise in the bylaws, when a meeting is adjourned and continued, notice of the continued meeting need not be given if the date and time of the continued meeting was announced prior to the adjournment. If no date and time was announced, the board must provide notice to the membership. In any event, no meeting may be continued for more than forty-five (45) days. (Corp. Code § 7511(d); See also “Failure to Achieve Quorum.”)
- Corporations Code Section 7512. Quorum at Meeting of Members.
- Corporations Code Section 7511. Notice of Members’ Meeting; Adjournment; Waiver.
- Corporations Code Section 7510. Meetings of Members; Special Meetings.
- Corporations Code Section 7220. Director Terms of Office.
- Civil Code Section 5115. Ballot and Voting Procedure.