Default Approval Requirement
Where the required quorum is present at a membership meeting, the affirmative vote of a majority of the voting power represented at the meeting, entitled to vote, and voting on any matter constitute an act of the members unless the vote of a greater number or voting by classes is required by law, or by the association’s articles or bylaws. (Corp. Code § 7512(a).) Governing documents of associations may use varying terminology and language setting forth the applicable member approval requirements for actions that must be taken by a vote of the membership.

“Approval by/of a Majority of All Members”
“Approval by (or approval of) a majority of all members” means approval by an affirmative vote of a majority of the votes “entitled to be cast.” (Corp. Code § 5033.) The number of members entitled to vote may be reduced to the extent of any members whose voting rights have been validly suspended.

Illustration – if 100 members are entitled to vote, 51 must vote to approve the proposed action. If an association has 100 members, but 10 of those members have had their voting rights validly suspended, then 46 must vote to approve the proposed action (a majority of votes “entitled to be cast”).

“Approval by/of the Members”
“Approval by (or approval of) the members” means approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which quorum is present. (Corp. Code § 5034.)

Illustration – if an association has 100 members, and the applicable quorum requirement is a majority of the members, at least 51 members must be present (in person, by written ballot and/or by proxy) in order to achieve quorum and allow for the vote to be taken on the proposed action. At least a majority of those present must vote to then approve the proposed action. If 51 members are present, 26 must vote to approve the proposed action. If 90 are present, 46 must to approve the proposed action. This could provide a lower approval threshold than situations where “approval by/of a majority of all members” or “approval by/of the voting power” is required.

“Approval by/of the Voting Power”
“Approval by (or approval of) the voting power” generally means the approval of a majority of all members eligible to vote (i.e., similar to “approval by/of a majority of all members”). (Corp. Code § 5078.)

Illustration – if 100 members are eligible to vote, 51 must vote to approve the proposed action.

“Approval by/of an Authorized Number”
“Approval by (or approval of) an authorized number” means five percent (5%) of the voting power. (Corp. Code § 5036(a).)

Illustration – in an association with a voting power of 100 members (100 members eligible to vote), at least five (5) members vote to approve the proposed action.

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