Cumulative voting pertains to director elections. It provides every member with a number of votes equal to the director seats which are up for election, and further allows each member to distribute those votes amongst the candidates as they so choose provided that the total number of votes cast by the member does not exceed the number of seats up for election. For example, if there are five (5) seats up for election, every member is given five (5) votes. A member may cast all five (5) of his/her votes for a particular candidate, or three (3) votes for one candidate and two (2) votes for another, or one (1) vote for each of the five candidates, etc. so long as the total number of votes cast by the member does not exceed the number of seats up for election.
If an association’s governing documents provide for cumulative voting, the association is required to allow cumulative voting utilizing the required secret balloting procedures. (Civ. Code § 5115(c).)
Provisions that allow for cumulative voting are automatically included in the bylaws of newly built associations in order to bolster the strength of the new homebuyers while the association is under developer control. Those provisions are included to satisfy the requirements imposed upon developers under 10 CCR § 2792.19 which mandate the use of cumulative voting for all director elections in which more than two (2) director positions are open for election by the association’s membership. (10 CCR § 2792.19(b)(1).) For master planned communities, developers may use a certain “class” of voting membership that grants the developer the right to elect a majority of the directors for an extended period of time. (10 CCR § 2792.32(f); See also “Developer Voting Rights & Classes of Membership.”)
Once the developer is no longer involved in the association, the association’s membership may vote to amend the bylaws in order to remove provisions that call for cumulative voting. The authority to do so is explicitly provided for under Corporations Code Section 7615(a).
- 10 CCR Section 2792.19. Reasonable Arrangements – Election of Governing Body.
- 10 CCR Section 2792.32. Alternative Arrangements for Master Planned Communities.
- Corporations Code Section 7615. Cumulative Voting.
- Civil Code Section 5115. Ballot and Voting Procedure.
- Civil Code Section 5100. Elections Held by Secret Ballot.