Veto of Rule Change by Members

An association’s operating rules are adopted and amended at the discretion of board pursuant to the procedural requirements under Civil Code Section 4360.  However, Civil Code Section 4365 grants the association’s members with a limited right to reverse (veto) a recently enacted rule change as follows:

  1. Special Meeting of the Members. Members owning five percent (5%) or more of the separate interests may call a special meeting of the members to reverse a rule change. (Civ. Code § 4365(a).)
  2. Written Request Delivered to Association. The special meeting of the members to reverse a rule change may be called by delivering a written request to the association. The written request must be delivered to the association within thirty (30) days after the association gives general notice of the rule change. The association must hold the special meeting not less than thirty-five (35) and no more than ninety (90) days after receipt of a proper request. (Civ. Code § 4365(b).)
  3.  Voting & Balloting Requirements. The vote at the special meeting must be conducted in accordance with the secret balloting requirements under Article 4 (commencing with Civil Code Section 5100) of Chapter 6. (Civ. Code § 4365(b).) The rule change may be reversed by the affirmative vote of a majority of a the members at the special meeting where quorum is present, or by a greater percentage if required under the association’s CC&Rs or bylaws. (Civ. Code § 4365(d).)
  4. Notice of Voting Results. As soon as possible after the close of voting, but not more than fifteen (15) days after the close of voting, the board must provide general notice of the results of the member vote. (Civ. Code § 4365(g).)

Impact of Rule Reversal
Where a rule is successfully reversed by the members, that rule may not be re-adopted by the board for at least one (1) year. The board may, however, adopt a different rule on the same subject as the rule which was reversed. (Civ. Code § 4365(f).)

Not Applicable to Emergency Rule Changes
This reversal power does not apply to an “emergency rule change” made by the board pursuant to Civil Code Section 4360(d). (Civ. Code § 4365(h); see also “Adopting & Amending Operating Rules.”)