Tag Archives: Annual Meeting

AB-2460 (Ta) Common interest developments: association governance: member election.

Would provide clarification to the reduced quorum requirements for a reconvened membership meeting to elect the board of directors.

Current Status: Chaptered

FindHOALaw Quick Summary:

Existing law prescribes that a quorum is required only if stated in the governing documents or by law. In the absence of a quorum, existing law authorizes an association to adjourn the proceeding to a date at least 20 days after the adjourned proceeding, at which time the quorum required for purposes of a membership meeting is 20% of the voting members present in person, by proxy, or by secret written ballot received. Existing law requires an association to provide general notice of the membership meeting, as specified, no less than 15 days prior to the election of directors.

In the absence of a quorum, this bill would amend Civil Code Section 5115 to instead authorize the board of an association to adjourn the proceeding on behalf of the members to a date at least 20 days after the adjourned proceeding, at which time the quorum required for purposes of a reconvened membership meeting would be 20% of the voting members present in person, by proxy, or by secret written ballot received. The bill would require an association to provide general notice of the reconvened membership meeting, as specified, no later than 15 days prior to the date of the reconvened membership meeting.

Under existing law, for elections of directors and for recall elections, an association is required to provide general notice of specified information about the election at least 30 days before the ballots are distributed, including a statement that the board of directors may call a subsequent meeting at least 20 days after a scheduled election if the quorum is not reached, as specified.

This bill would also amend Civil Code Section 5115 to require an association whose governing documents require a quorum for election of directors to provide general notice of a statement that the board of directors may call a reconvened meeting at least 20 days after a scheduled election if the quorum is not reached.

For a corporation that is a common interest development, existing law imposes notice requirements for special meetings. In the absence of a quorum, existing law authorizes a corporation that is a common interest development to adjourn a membership proceeding to a date at least 20 days after the adjourned proceeding, at which time the quorum required for purposes of a membership meeting is 20% of the voting members present in person, by proxy, or by secret written ballot received.

In the absence of a quorum, this bill would amend Corporations Code Section 7512 to instead authorize the board of the corporation that is a common interest development to adjourn a membership proceeding on behalf of the members to a date at least 20 days after the adjourned proceeding, at which time the quorum required for purposes of a reconvened membership meeting would be 20% of the voting members present in person, by proxy, or by secret written ballot received.

**AB 2460 was signed by the Governor on September 22, 2024, and takes effect January 1, 2025.

View more info on AB 2460
from the California Legislature's website

AB-1458 (Ta) Common interest developments: association governance: member election.

Would reduce the quorum requirement to the number of persons actually present in person, by proxy, or by secret written ballot, for an adjourned annual meeting.

Current Status: Chaptered

FindHOALaw Quick Summary:

The Davis-Stirling Common Interest Development Act regulates member elections. Existing law prescribes that a quorum is required only if stated in the governing documents or by law.

In the absence of a quorum, this bill would amend Civil Code Section 5115 to authorize an association to adjourn the proceeding to a date no less than 5 and no more than 30 days after the adjourned proceeding, at which time the quorum required for purposes of a membership meeting shall be the number of persons present in person, by proxy, or by secret written ballot received.

Existing law authorizes and regulates the formation and operation of various corporations, including a nonprofit mutual benefit corporation. Existing law sets forth the parameters of a quorum at a meeting of members. For a corporation that is a common interest development, existing law imposes notice requirements for special meetings.

In the absence of a quorum, this bill would amend Corporations Code 7512 to authorize a corporation that is a common interest development to adjourn a membership meeting to a date no less than 5 and no more than 30 days after the adjourned proceeding, at which time the quorum required for purposes of a membership meeting shall be the number of persons present in person, by proxy, or by secret written ballot received.

**AB 1458 was signed in to law on October 4, 2023 and takes effect January 1, 2024.

View more info on AB 1458
from the California Legislature's website

AB-769 (Grayson) Corporations: meetings: state of emergency.

Would limit membership meetings that are held completely virtually, due to a state of emergency, to be held before June 30, 2022.

Current Status: Chaptered

FindHOALaw Quick Summary:

Existing law authorizes and regulates the formation and operation of a corporation, nonprofit mutual benefit corporation, or cooperative corporation. Existing law authorizes meetings of shareholders or members to be held at any place as stated or fixed in the bylaws, and provides that shareholders or members not physically present may participate in a meeting, be deemed present, and vote by electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication. Existing law prohibits conducting a meeting of shareholders or members solely by electronic transmission, electronic video screen communication, conference telephone, or other remote communications unless all of the shareholders or members consent or the board determines it is necessary or appropriate because of an emergency, as defined.

This bill would amend Corporations Code 7510 to authorize shareholders or members to also conduct a meeting of shareholders or members solely by electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication if the meeting is conducted on or before June 30, 2022.

This bill would declare that it is to take effect immediately as an urgency statute.

**AB-769 was signed into law on March 25, 2022 and takes effect immediately.

View more info on AB 769
from the California Legislature's website

Uncontested Elections (Elections by Acclamation)

Notwithstanding the Davis-Stirling Act’s secret ballot requirements governing director elections, or any contrary provision in a HOA’s governing documents, in a situation where, as of the deadline for submitting nominations, the number of qualified candidates is not more than the number of vacancies on the board to be elected (where the election is ‘uncontested’), as determined by the inspector(s) of elections, the association may, but is not required to, consider the qualified candidates elected by acclamation if all conditions specified in Civil Code Section 5103 have been met. Those conditions are specified below.

Regular Election within the Last Three (3) Years
The association must have held a regular election for the directors in the last three years. The three-year time period is calculated from the date ballots were due in the last full election to the start of voting for the proposed election. (Civ. Code § 5103(a).)

Notice of Election & Nomination Procedures
The association must have provided individual notice of the election and the procedure for nominating candidates as follows:

Initial Notice – At Least Ninety (90) Days Before the Deadline for Submitting Nominations: at least ninety (90) days before the close of nominations, individual notice must have been provided by the association of the following: (Civ. Code § 5103(b)(1).)

- - The number of board positions that will be filled at the election;
  - The deadline for submitting nominations;
  - The manner in which nominations can be submitted; and
  - A statement informing members that if, at the close of the time period for making nominations, there are the same number or fewer qualified candidates as there are board positions to be filled, then the board of directors may, after voting to do so, seat the qualified candidates by acclamation without balloting.

Reminder Notice – Between Seven (7) and Thirty (30) Days Before the Deadline for Submitting Nominations: between seven (7) days and thirty (30) days before the close of nominations, individual notice must have been provided by the association of the following: (Civ. Code § 5103(b)(2).)

- - The number of board positions that will be filled at the election;
  - The deadline for submitting nominations;
  - The manner in which nominations can be submitted;
  - A list of the names of all of the qualified candidates to fill the board positions as of the date of the reminder notice; and
  - A statement reminding members that if, at the close of the time period for making nominations, there are the same number or fewer qualified candidates as there are board positions to be filled, then the board of directors may, after voting to do so, seat the qualified candidates by acclamation without balloting. This statement is not required if, at the time the reminder notice will be delivered, the number of qualified candidates already exceeds the number of board positions to be filled.

Nomination Communications
The association must have provided the following nomination communications:

Nomination Acknowledgment Communication: within seven (7) business days of receiving a nomination, the association must have provided a written or electronic communication acknowledging the nomination to the member who submitted the nomination (Civ. Code § 5103(c)(1).)

Nominee Qualification Communication: within seven (7) business days of receiving a nomination, the association must have provided a written or electronic communication to the nominee, indicating either that (a) the nominee is a qualified candidate for the board, or (b) the nominee is not a qualified candidate for the board. If the communication specifies that the nominee is not a qualified candidate, it must also include the basis for disqualification and the IDR procedure by which the nominee may appeal the decision. (Civ. Code § 5103(c)(2).)

Combined Communication to Self-Nominees: if the nominee and nominator are the same person (e.g., if it was a “self-nomination”), the association may combine the nomination acknowledgment communication and the nominee qualification communication into a single communication. (Civ. Code § 5103(c)(3).)

All Qualified Candidates Permitted to Run
The association must have permitted all candidates to run if nominated, except for nominees that have been properly disqualified. (Civ. Code § 5103(d)(1); See also “Candidate Qualifications.”)

Board Vote on Acclamation at Board Meeting; Candidates Listed on Meeting Agenda
The association’s board must have voted to consider the qualified candidates elected by acclamation at a board meeting for which the posted agenda of the meeting included the name of each qualified candidate that would be seated by acclamation via the board vote. (Civ. Code § 5103(e).)

Candidate Qualifications

Qualifications for persons wishing to serve on a HOA’s board of directors (aka “candidate qualifications”) are governed by Civil Code § 5105. Persons who do not satisfy the candidate qualifications in effect at the time of nomination are disqualified from nomination. (See “Candidate Nomination”.) The types of candidate qualifications that may or must be adopted under Civil Code § 5105 are discussed below:

Mandatory Candidate Qualification: Must be a Member
An association must disqualify a person from a nomination as a candidate if that person is not a member of the association at the time of nomination. (Civ. Code § 5105(b).) “Member” in this context means the person must be an owner of a separate interest (e.g., an owner of a Lot or Unit) within the association at the time of nomination, regardless of any contrary definition of “member” contained in the association’s governing documents. (Civ. Code § 4160.)

Directors Must Retain Membership Status in order to Serve – A sitting director who ceases to be a member must be disqualified from continuing to serve as a director. (Civ. Code § 5105(b).)

Mandatory Disqualification of “Termed-out” Directors
An association must disqualify a nominee if that person has served the maximum number of terms or sequential terms allowed by the association. (Civ. Code § 5105(b).) (*Note – this is effective as of January 1, 2024.)

Discretionary Candidate Qualifications
Through its election rules or bylaws, an association may adopt the following candidate qualifications: (Civ. Code § 5105(c))

Current in Assessments. An association may require a candidate, and a director during their board tenure, to be current in the payment of regular and special assessments, subject to the following:

Nonpayment of fines, fines renamed as assessments, collection charges, late charges or costs levied by a third party may not be used as a basis for disqualification. (Civ. Code § 5105(d).)

If the person has paid the regular or special assessment under protest, the person may not be disqualified from nomination. (Civ. Code § 5105(d)(1).)

If the person has entered into a payment plan pursuant to Civil Code § 5665, the person may not be disqualified from nomination. (Civ. Code § 5105(d)(2).)

Joint Ownership Interest. An association may disqualify a person from nomination as a candidate if the person, if elected, would be serving on the board at the same time as another person who holds a joint ownership interest in the same separate interest (same Lot or Unit) as the person, and the other person is either a candidate for the current election or is an incumbent director. (Civ. Code § 5105(c)(2).)

Member for Less than One (1) Year. An association may disqualify a person from nomination as a candidate if that person has been a member of the association for less than one (1) year. (Civ. Code § 5105(c)(3).)

Past Criminal Conviction. An association may disqualify a person from nomination if that person discloses, or if the association is aware or becomes aware of, a past criminal conviction that would, if the person was elected, either prevent the association from purchasing fidelity bond coverage required by Civil Code § 5806 or terminate the association’s existing fidelity bond coverage. (Civ. Code § 5105(c)(4); See also “Fidelity Bond Coverage.”)

IDR Offer Before Disqualification
An association may not disqualify a person from nomination if the person has not been provided an opportunity to engage in Internal Dispute Resolution (IDR) with the association. (Civ. Code § 5105(e); See also “Internal Dispute Resolution (IDR)”.)

Candidate Qualifications Must Apply to Sitting Directors
Candidate qualifications govern who is qualified to run for and be elected to the HOA’s board of directors in a director election. Director qualifications, by contrast, govern who remains qualified to continue to serve on a HOA’s board of directors. However, Civil Code Section 5105 requires that any basis used by an association for disqualifying a candidate must also apply equally to sitting directors of the association:

“If an association disqualifies a nominee pursuant to this section, an association in its election rules shall also require a director to comply with the same requirements.” (Civ. Code § 5105(f).)

Proxies

A “proxy” is a written authorization “signed” by a member of an association (or the member’s authorized representative) that “gives another member or members the power to vote on behalf of that member.” (Civ. Code § 5130(a)(1).)

“Signed” – A proxy is “signed” by placing the member’s name on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the member or the member’s authorized representative. (Civ. Code § 5130(a)(2).)

Because elections are conducted via secret ballot, and because ballots received by the association’s inspector(s) of elections are counted in establishing quorum, an association has no legal obligation to allow for proxies unless otherwise stated in its bylaws, nor does an association have an obligation to prepare or distribute proxies. (Civ. Code § 5130(b).) Determining the authenticity, validity and effect of any proxies issued in an association election are duties which must be performed by the association’s inspector(s) of elections. (Civ. Code § 5110(c)(2); See also “Inspectors of Elections.”)

Eligible Proxyholders: Members Only
A proxy may only be given to another member of the association. (Civ. Code § 5130(a)(1).) A person who is not a member of the association is therefore not eligible to serve as a proxyholder.

Form of Proxy
Subject to certain limited exceptions set forth in Corporations Code Section 7514, the issuance of a proxy generally requires the use of two (2) pages. The first page of the proxy contains the written authorization signed by a member or the authorized representative of the member that gives another member (the proxyholder) the power to vote on behalf of that member. (Civ. Code § 5130(a)(1).) The second page contains any instruction given that directs the manner in which the proxyholder is to cast the member’s vote; this second page must be detachable so that it may be retained by the proxyholder. (Civ. Code § 5130(c).) The proxyholder then votes in the election via secret ballot. (Civ. Code § 5130(c).)

Term of Proxies
Proxies automatically expire after eleven (11) months unless stated otherwise in the proxy, but in no event may a proxy have a term of more than three (3) years. (Corp. Code § 7613(b).) Proxies remain in full force and effect until revoked by the person executing the proxy prior to the vote. (Corp. Code § 7613(b).)

Revocation of Proxies
Proxies continue in full force and effect until revoked. (Corp. Code § 7613(b).)

Methods of Revocation
Prior to receipt of the proxyholder’s completed ballot by the inspector of election, a proxy may be revoked by any of the following methods: (Civ. Code § 5130(c); Corp. Code § 7613(b).)

Notice of Revocation – the proxygiver may give written notice to the association’s inspector of election stating that the proxy has been revoked;
Execution of Later-Dated Proxy – the proxygiver may execute a subsequent proxy and deliver it to the inspector of election;
Appearance at the Meeting – the proxygiver may appear at the meeting and request a ballot to vote at the meeting, prior to the distribution of a ballot by the inspector of election to the proxyholder; or
Return of Ballot by Proxygiver – the proxygiver may send a completed ballot to the inspector of election prior the inspector of election distributing a ballot to the proxyholder.

Death or Incapacity of Proxygiver
A proxy is not revoked by the death or incapacity of the proxygiver unless, before the vote is counted, written notice of such death or incapacity is received by the association. (Corp. Code § 7613(c).)

Ballots are Irrevocable
By contrast, ballots are irrevocable once they have been received by the inspector(s) of elections. (Civ. Code § 5120(a).)

Candidate Nomination

Prior to a director election, an association typically distributes a “call for candidates” in order to solicit members to run for the board. There are several issues that pertain to how candidates are and may be nominated, such as ensuring that the candidates are “qualified” to serve on board, whether write-in candidates are allowed, and whether floor nominations are allowed.

Nomination Procedures
An association’s election rules must specify the qualifications for candidates for the board, as well as the procedures for the nomination of candidates, consistent with the association’s governing documents. (Civ. Code § 5105(a)(3); See also “Election Rules.”) General notice of the procedure and deadline for submitting a nomination must be provided at least thirty (30) days before any nomination deadline. (Civ. Code § 5115(a).)

Right to Self-Nominate – Some sets of association bylaws may contain provisions allowing for the creation of “nominating committees” that have the power to screen which people are eligible to run for a seat on the board. However, an association’s election rules may not prohibit any member from nominating himself or herself for election to the board. (Civ. Code § 5105(a)(3).) Therefore, an association (whether through its board or nominating committee) does not have the power to prohibit any member from nominating himself or herself and from running for the board, so long as the member satisfies all of the required qualifications. (See “Candidate Qualifications”; See also Friars Village HOA v. Hansing (2013) 220 Cal.App.4th 405 at 414 (the “right of self-nomination…applies to a ‘qualified’ candidate”).)

Candidate Qualifications – The types of candidate qualifications an association may adopt are limited only to that which is allowed and/or required under Civ. Code § 5105 (b)-(c). (See also “Candidate Qualifications.”)

Floor Nominations
An association is not required to allow for floor nominations unless such a requirement is contained in the provisions of the association’s governing documents or election rules. (Civ. Code § 5105(b).)

Floor Nomination Procedure – Once the required quorum has been established, the chair of the meeting (typically the board president) will at the designated time open the floor for nominations. Members in good standing may nominate any qualified individual as a candidate for election to the board. A member need not be recognized by the chair of the meeting in order to make a nomination and no second is required. (Robert’s Rules, 11th ed., pp. 431-432.) The nomination is valid provided the nominee is qualified for election to the board; the nominee need not be contacted in advance of being placed on the ballot. (Robert’s Rules, 11th ed., p. 434.)

Ballots Previously Cast – If member’s ballot has already been mailed in and received by the association’s inspector of elections, the ballot is irrevocable. (Civ. Code § 5120(a).) That member would thus be prohibited from voting for any person that was nominated from the floor at the meeting.

Write-In Candidates
Civil Code Section 5105 allows for an association’s election rules to permit write-in candidates. (Civ. Code § 5105(b).) Unless the election rules, or other provisions of an association’s governing documents, permit write-in candidates, there is no legal requirement for an association to allow write-ins. However, if an association’s nomination procedures (either contained in the election rules or other provisions of its governing documents) allow for floor nominations, many HOA industry attorneys take the position that write-ins are impliedly valid.

Member Approval Requirements

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.

Failure to Achieve Quorum

A “quorum” of the membership is the minimum number of member votes in person, by proxy and/or by written ballot that is required before the association may conduct business at a membership meeting. (Robert’s Rules, 11th ed., pp. 21, 345.) The quorum requirements are usually contained in provisions of an association’s bylaws or CC&Rs. (See “Member Quorum Requirements.”)

Loss of Quorum
Failure to achieve the required quorum is different from a situation where quorum is first achieved at the beginning of the meeting, but enough members withdraw (leave) from the meeting to leave less than a quorum. In that situation, actions may continue to be taken at the meeting so long as they are approved by at least a majority of members required to constitute a quorum. (Corp. Code § 7512(c); See also “Member Quorum Requirements.”)

Ballots Count Toward Quorum
If a quorum is required by the governing documents, each ballot received by the association’s inspector(s) of elections must be treated as a member present at the meeting for the purposes of establishing quorum. (Civ. Code § 5115(b).)

Adjournment Procedures
If an association fails to achieve quorum, the membership meeting may be adjourned by the vote of a majority of the votes represented either in person or by proxy; however, other than the vote to adjourn the meeting, no other business may be transacted. (Corp. Code § 7512(d).)

Vote to Adjourn – If there is a failure to achieve quorum, the chair of the membership meeting (typically the board president) calls the meeting to order, announces the absence of quorum, and then entertains a motion to adjourn the meeting to a later date. (Robert’s Rules, 11th ed., p. 349.)

Date of Reconvened Meeting – When a meeting is adjourned for a failure to achieve quorum, the time period within which the reconvened meeting must be held is usually dictated in the provisions of the association’s governing documents (typically in the bylaws). Common provisions establish time periods of no less than five (5) and no more than thirty (30) days from the date of the adjourned meeting. No meeting may be adjourned for more than forty-five (45) days. (Corp. Code § 7511(d).)

Notice of Reconvened Meeting – Unless otherwise provided in an association’s bylaws, when a membership meeting is adjourned to another time or place, notice of the reconvened meeting need not be given if the time and place are announced at the meeting at which the adjournment is taken. (Corp. Code § 7511(d).)

Impact on “Record Date” – The record date set for the initial meeting is not modified in connection with the reconvened meeting. (Corp. Code § 7611(b); See also “Record Date for Elections.”)

Special Adjournment Procedures for Board Elections and Recalls
If an association is unable to hold a membership meeting to elect or to recall directors due a failure to achieve quorum, unless a lower quorum is authorized by the association’s governing documents, the association may adjourn the meeting to a later date at which time the quorum required for the meeting will be twenty percent (20%) of the membership voting in person, by proxy, or by secret written ballot received. (Civ. Code § 5115(d)(2); Corp. Code § 7512(e).) The procedural requirements for adjournment are the same as described above, with the following exceptions:

Date of Reconvened Meeting – The reconvened meeting may not be held on a date less than twenty (20) days after the initially adjourned meeting. (Civ. Code § 5115(d)(2); Corp. Code § 7512(e).)

Notice of Reconvened Meeting – Not less than fifteen (15) days prior to the date of the reconvened meeting, the association must provide general notice of the reconvened meeting to the membership that includes:

- The date, time and location of the reconvened meeting. (Civ. Code § 5115(d)(3)(A).)
- The list of all candidates. (Civ. Code § 5115(d)(3)(B).)
- A statement that 20 percent of the members present or voting by proxy or secret ballot will satisfy the quorum requirements for the election of directors and that the ballots will be counted if a quorum is reached. (Civ. Code § 5115(d)(3)(C).)

Quorum Requirement for Reconvened Meeting – Unless a lower quorum is authorized by the governing documents, the quorum required for the reconvened meeting is twenty percent (20%) of the association’s voting members present in person, by proxy, or by secret written ballot received. (Civ. Code § 5115(d)(2); Corp. Code § 7512(e).)

Court Petition to Reduce Quorum
If a meeting cannot be held due to a failure to achieve quorum, the board or any member of the association may file a petition in superior court to either lower the required quorum amount or to dispense with the quorum requirement entirely. (Corp. Code § 7515.)

Directors Continue to Serve
If an annual meeting of the members is not able to be conducted due to a failure to achieve quorum, and thus the election of new directors at the annual meeting is unable to take place, the directors then in office generally continue to serve on the board until successors have been formally elected and qualified (typically at next year’s annual meeting). (Corp. Code § 7220(b).) Any vacancies on the board which were unable to be filled through membership vote at the annual meeting may generally be filled by approval of a majority of the board (by board appointment), subject to certain exceptions. (Corp. Code § 7224; See also “Filling Vacancies on the Board.”)

Member Quorum Requirements

A “quorum” of the membership is the minimum number of member votes in person, by proxy and/or by written ballot that is required before the association may conduct business at a membership meeting. (Robert’s Rules, 11th ed., pp. 21, 345.) The quorum requirements are usually contained in provisions of an association’s bylaws or CC&Rs. Such provisions typically set the applicable quorum as a simple majority of the association’s voting power.

Default Quorum Requirement
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 specify the quorum amount, and unless otherwise provided in 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).)

Failure to Achieve Quorum
Where the required quorum is not achieved, the membership meeting may be adjourned by a vote of a majority of the votes represented at the meeting either in person or by proxy, but no other business may be transacted. (Corp. Code § 7512(d); See also “Failure to Achieve Quorum.”)

Reduced Quorum for Board Elections and Recalls
Effective January 1, 2024, if an association is unable to hold a membership meeting to elect or to recall directors due its failure to achieve quorum, unless a lower quorum is authorized by the association’s governing documents, the association may adjourn the meeting to a date at least twenty (20) days after the adjourned meeting, at which time the quorum required for the meeting will be percent (20%) of the membership voting in person, by proxy, or by secret written ballot received. (Civ. Code § 5115(d)(2); Corp. Code § 7512(e); See also “Failure to Achieve Quorum.”)

Quorum Set by Statute
For particular matters, provisions of the Davis-Stirling Act may specify the applicable quorum requirement, regardless of anything to the contrary contained in the provisions of an association’s governing documents. For example, where a membership vote is required to increase assessments above a certain amount, Civil Code Section 5605(c) sets the applicable quorum requirement as more than fifty percent (50%) of the association’s members, regardless of anything to the contrary in the association’s governing documents. (See “Limitations on Assessment Increases.”)

Loss of Quorum
If the required quorum is achieved at the beginning of a membership meeting, and enough members withdraw (leave) from the meeting to leave less than a quorum, actions may continue to be taken so long as they are approved by at least a majority of the members required to constitute a quorum. (Corp. Code § 7512(c).) For example, assume that the required quorum is fifty (50) members. If sixty (60) members attend the meeting, but then twenty (20) members leave during the meeting, actions may continue to be taken provided that they are approved by at least twenty-six (26) members remaining at the meeting (at least a majority of the members required to constitute a quorum).

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Tag Archives: Annual Meeting

AB-2460 (Ta) Common interest developments: association governance: member election.

Current Status: Chaptered

FindHOALaw Quick Summary:

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AB-1458 (Ta) Common interest developments: association governance: member election.

Current Status: Chaptered

FindHOALaw Quick Summary:

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AB-769 (Grayson) Corporations: meetings: state of emergency.

Current Status: Chaptered

FindHOALaw Quick Summary:

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Uncontested Elections (Elections by Acclamation)

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Candidate Qualifications

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Proxies

Candidate Nomination

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Member Approval Requirements

Failure to Achieve Quorum

Member Quorum Requirements