Special meetings of an association’s members may be called for “any lawful purpose” by: (Corp.Code § 7510(e).)
- The board;
- The president of the association;
- Those designated under the association’s bylaws; or
- A petition of five percent (5%) or more of the association’s members.
Meeting Called by Petition
If a meeting of the members is called by a petition signed by the required minimum number of members (at least 5%), the purpose of the special meeting must be set forth in the petition in order to indicate the basis for the requested special meeting (i.e., if the special meeting is to reverse a recent change to the association’s operating rules), as well as to demonstrate that the meeting is being called for a “lawful purpose” in accordance with Corporations Code Section 7510(e).
Date of the Special Meeting
The date of the special meeting is set by the board and may not be less than thirty-five (35) nor more than ninety (90) days from receipt of the request/petition. (Corp. Code § 7511(c).)
Notice of the Special Meeting
The board has twenty (20) days from receipt of the petition to set the date of the special meeting and to provide notice of the meeting. (Corp. Code § 7511(c).) Corporations Code Section 7511(a) generally requires the notice of meeting to be given to all members no less than ten (10) and no more than ninety (90) days before the date of the meeting. However, this 10-day minimum notice requirement is modified if the purpose of the meeting requires the use of secret ballots in accordance with Civil Code Section 5100 (i.e., if the purpose of the meeting is to conduct a vote to remove (recall) the board). In such cases, because Civil Code Section 5115 requires at least thirty (30) days of balloting, the meeting date must be at least thirty (30) days from the date the notice of meeting is delivered to the members (not 10 days).
Business Constrained by Notice
The notice of meeting must state the place, date and time of the meeting, as well as the “general nature of the business to be transacted” at the meeting. (Corp. Code § 7511(a).) No other business may be transacted at the meeting except for that which was stated in the notice. (Corp. Code § 7511(a).)
Method of Notice
Pursuant to Corporations Code Section 7511(b), notice may be given by any of the following methods:
- electronically, or
- by mail or other means of written communication addressed to a member at the address of the member appearing on the books of the association or given by the member to the association for purpose of notice.
Failure to Provide Notice
If the board fails to provide notice of the special meeting, “the persons entitled to call the meeting may give the notice…after notice to the [association] giving it an opportunity to be heard.” (Corp. Code § 7511(c).) However, there is no law which grants such persons the right to also distribute ballots or select an inspector of elections—actions which are required to legally hold the meeting and conduct the vote. Those actions may only be performed by the board (or the board acting on behalf of the association). (See Civ. Code §§ 5105, 5115; See also “Inspectors of Elections.”)
Court Ordered Notice
If, upon receipt of a valid petition, the board fails to set a date for the meeting and provide notice to the members, the petitioners are permitted to obtain court orders designating the time and place of the meeting, the form of notice, and any other orders “as may be appropriate.” (Corp. Code § 7511(c).)
- Corporations Code Section 7511. Notice of Members’ Meeting; Adjournment; Waiver.
- Corporations Code Section 7510. Meetings of Members; Special Meetings.
- Civil Code Section 5115. Ballot and Voting Procedure.
- Civil Code Section 5110. Inspector of Elections Required.
- Civil Code Section 5105. Election Rules Required.
- Civil Code Section 5100. Elections Held by Secret Ballot.