When an association’s election requires the use of secret ballots in accordance with Civil Code Section 5100, an association is required to “select an independent third party or parties as an inspector of elections.” (Civ. Code § 5110(a).) The number of inspector(s) must either be one (1) or three (3). (Civ. Code § 5110(a).)
“Independent Third Party” Defined
An independent third party allowed to serve as an association’s inspector of elections includes, but is not limited to, the following: (Civ. Code § 5110(b))
- A volunteer poll worker with the county registrar of voters;
- A licensee of the California Board of Accountancy (CBA);
- A notary public; or
- A member of the association, provided that the member is not a director, a candidate for director, or related to a director or to a candidate for director.
Professionals – an independent third party allowed to serve as an association’s inspector of election may not include any “person, business entity, or subdivision of a business entity who is currently employed or under contract to the association for any compensable service other than serving as inspector of elections.” (Civ. Code § 5110(b).)
Prohibited Persons – as referenced above, an association’s inspector of elections may not include any person who is a member of the board, a candidate for the board, or related to a member of the board or a candidate for the board, nor may it include any person or business entity that is employed or under contract with the association for any service other than serving as inspector of elections. (Civ. Code § 5110(b).)
Selection Methods
The association’s election rules must specify a method for selecting one (1) or three (3) independent third parties as inspector(s) of elections utilizing one of the following methods:
- Appointment of the inspector(s) by the board; (Civ. Code § 5105(a)(5)(A))
- Election of the inspector(s) by the members of the association; (Civ. Code § 5105(a)(5)(B)) or
- Any other method for selecting the inspector(s). (Civ. Code § 5105(a)(5)(C).)
Most associations utilize the first method (appointment by board) for the selection of its inspector(s) of elections.
Additional Persons Assisting Inspector(s) – The association’s election rules must also allow the inspector(s) to appoint and oversee additional persons to verify signatures and to count and tabulate votes as the inspector(s) deem appropriate, provided that the persons are also independent third parties in accordance with the above. (Civ. Code § 5105(a)(6).)
Duties of Inspectors
An association’s inspector(s) of elections are required to do all of the following: (Civ. Code § 5110(c))
- Determine the number of memberships entitled to vote and the voting power of each;
- Determine the authenticity, validity, and effect of proxies, if any;
- Receive ballots;
- Hear and determine all challenges and questions in any way arising out of or in connection with the right to vote;
- Count and tabulate all votes;
- Determine when the polls shall close, consistent with the governing documents;
- Determine the tabulated results of the election;
- Perform any acts as may be proper to conduct the election with fairness to all members in accordance with the required secret balloting procedures, the Corporations Code, and all applicable election rules of the association.
All of the above must be performed “impartially, in good faith, to the best of the inspector of election’s ability, as expeditiously as practical, and in a manner that protects the interests of all members of the association.” (Civ. Code § 5110(d).)
Correction of Errors on Candidate List and Voter List
If a member or the association reports an error on the voter list or candidate list to the inspector of elections, the inspector must make the corrections within two (2) business days. (Civ. Code § 5105(a)(7).)
Decisions & Reports
If there are three (3) inspectors of elections, the decision or act of a majority of the inspectors is effective “in all respects” as the decision or act of all the inspectors. (Civ. Code § 5110(d).) Any report made by the inspector(s) is prima facie evidence of the facts stated in the report. (Civ. Code § 5110(d).)
Custody of Ballots, Envelopes, Voter List & Candidate List
The sealed ballots, signed voter envelopes, voter list, and candidate list must at all times be in the custody of the association’s inspector(s) of election or at a location designated by the inspector(s) of elections until after the tabulation of the vote, and until the time allowed by Civil Code Section 5145 for challenging the election has expired (one year). (Civ. Code § 5125; See also “Legal Challenge to Election.”) Once that time has expired, the custody of the ballots must be transferred from the inspector(s) of elections to the association. (Civ. Code § 5125.) If there is a recount or other challenge to the election process, the inspector(s) of elections must, upon written request, make the ballots available for inspection and review by any member of the association or the member’s authorized representative. (Civ. Code § 5125; See also “Inspection of Ballots.”)
Related Links
The New State of HOA Election Laws – Article published by Tinnelly Law Group
Election Entirely by Mail
Unless otherwise specified in an association’s governing documents, an election may be conducted entirely by mail. (Civ. Code § 5115(d).) Corporations Code Section 7513 allows for any action which may be taken at a membership meeting to be taken without a meeting provided that:
- Written Ballots are Distributed – the association distributes a written ballot to every member entitled to vote on the matter; (Corp. Code § 7513(a).)
- Proposed Action Specified – the ballot sets forth the proposed action to be voted on; (Corp. Code § 7513(a).)
- Opportunity to Specify Approval or Disapproval – the ballot provides an opportunity for the voter to specify the voter’s approval or disapproval of any proposed action; (Corp. Code § 7513(a).)
- Reasonable Time to Return Ballot – the ballot provides a reasonable time within which to return the ballot to the association; (Corp. Code § 7513(a).) (Note* – at least thirty (30) days of balloting must be provided pursuant to Civil Code Section 5115(a).)
- Number of Responses Needed to Meet Quorum – the ballot must indicate the number of responses needed to meet the applicable quorum requirement; (Corp. Code § 7513(c).)
- Percentage of Approval Needed to Pass the Measure – except for elections of directors, the ballot must state percentage of approvals necessary to pass the measure being voted on; (Corp. Code § 7513(c).) and
- Deadline to Return Ballot – the ballot must specify the time by which the ballot must be received in order to be counted. (Corp. Code § 7513(c).)
Quorum & Approval Requirements
Approval by written ballot is valid only when the number of votes cast by ballot within the required time period equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals must equal or exceed the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. (Corp. Code § 7513(b).)
Additional Balloting & Election Requirements
There are also other procedures and requirements which must be satisfied in connection with the election (i.e., the use of secret ballots with two (2) sealed envelopes, conducting the election in accordance with written election rules, etc.) and, even where an election may be conducted entirely by mail, a noticed meeting of the members or the board must still be held in order to count the ballots and tabulate the votes. (See “Balloting Requirements & Procedures.”)
Balloting Requirements & Procedures
Where a matter to be voted on by the association’s members requires the use of a secret ballot, the following balloting procedures must be utilized in order to preserve the confidentiality of the vote and to comply with other legal requirements contained in the Davis-Stirling Act:
Ballot with 2 Preaddressed Envelopes
Ballots and two (2) preaddressed envelopes must be mailed by first class mail or delivered by the association to every member not less than thirty (30) days prior to the deadline for voting. Instructions on how a member may return his/her ballot must also be included. (Civ. Code § 5115(a).)
- First Sealed Envelope – The ballot itself is not signed by the voter, but is inserted into the first envelope that is sealed. (Civ. Code § 5115(a)(1).)
- Second Signed & Sealed Envelope – the first sealed envelope is inserted into a second envelope that is sealed. In the upper left hand corner of the second envelope, the voter must sign and indicate the voter’s name, as well as indicate the address or separate interest identifier that entitles the voter to vote. (Civ. Code § 5115(a)(1).) The second envelope is addressed to the association’s inspector(s) of elections who ultimately tabulates the votes. (Civ. Code § 5115(a)(2).) The envelope may be mailed or delivered by hand to a location specified by the inspector(s) of elections, and the member may request a receipt for delivery. (Civ. Code § 5115(a)(2).)
Proposed Governing Document Amendment
If the vote is being conducted to approve amendments of the association’s governing documents (i.e., a CC&R amendment), the text of the proposed amendments must be delivered to the members with the ballot. (Civ. Code § 5115(g).)
Quorum
If a quorum is required by the governing documents, each ballot received by the inspector(s) of elections must be treated as a member present at a meeting for purposes of establishing quorum. (Civ. Code § 5115(b).)
Counting Ballots & Tabulating Votes
Meeting Required – Even if the election is being conducted entirely by mail, all ballots must be counted and tabulated by the association’s inspector(s) of elections, or by the designee of the inspector(s) of elections, in public at a properly noticed open board meeting or membership meeting. (Civ. Code § 5120(a).) No person, member of the association, or employee of the association’s management company may open or otherwise review any ballot prior to the time and place where the ballots are being counted and tabulated. (Civ. Code § 5120(a).) The inspector(s) of elections, or the designee of the inspector(s) of elections, may verify the member’s information and signature on the outer envelope prior to the meeting where the ballots will be counted. (Civ. Code § 5120(a).)
Observing the Counting – Any candidate or member of the association may witness the counting of the ballots and tabulation of the votes. (Civ. Code § 5120(a).)
Ballots are Irrevocable
Once a secret ballot is received by the association’s inspector(s) of election, the ballot is irrevocable. (Civ. Code § 5120(a).)
Reporting Results
Once the votes are counted, the tabulated results must: (Civ. Code § 5120(b).)
- Be promptly reported to the board;
- Recorded in the minutes of the next board meeting; and
- Be available for review by the association’s members.
Within fifteen (15) days of the election, the board must also give general notice of the tabulated results. (Civ. Code § 5120(b).)
Custody of Ballots
The sealed ballots must at all times be in the custody of the association’s inspector(s) of election or at a location designated by the inspector(s) of elections until after the tabulation of the vote, and until the time allowed by Civil Code Section 5145 for challenging the election has expired (one year). (Civ. Code § 5125; See also “Legal Challenge to Election.”) Once that time has expired, the custody of the ballots must be transferred from the inspector(s) of elections to the association. (Civ. Code § 5125.) If there is a recount or other challenge to the election process, the inspector(s) of elections must, upon written request, make the ballots available for inspection and review by any member of the association or the member’s authorized representative. (Civ. Code § 5125; See also “Inspection of Ballots.”)
Related Links
The New State of HOA Election Laws – Article published by Tinnelly Law Group
Elections Requiring Secret Ballots
Notwithstanding any other law or provisions in an association’s governing documents, the following matters must be voted on by secret ballot in accordance with the procedures set forth in Civil Code Section 5100 et. seq.:
-
- Elections Regarding Assessments Legally Requiring a Membership Vote – this would include actions to increase regular assessments over twenty percent (20%) or to levy a special assessment over five percent (5%) of the association’s annual budget. (Civ. Code § 5100(a); See also “Limitations on Assessment Increases.”)
- Election and Removal of Directors – a membership vote to either elect directors or to remove (recall) them from the board. (Civ. Code § 5100(a); See also “Removal & Recall of Directors.”)
Uncontested Elections (Elections by Acclamation) – Avoiding the use of secret ballots is possible in an uncontested director election. (Civ. Code § 5103(g); See also “Uncontested Elections (Elections by Acclamation)“.)
- Amendments to the Governing Documents – this would include a membership vote to approve a proposed amendment to the association’s governing documents (i.e., to amend the CC&Rs), as well as to reverse (veto) a recent rule change. (Civ. Code § 5100(a).)
- Grant of Exclusive Use of Common Area – this would include actions where membership approval is required to grant any member the exclusive use of any portion of the association’s common area. (Civ. Code § 5100(a); See also “Granting Exclusive Use of Common Area.”)
Where the use of secret ballots is required, Civil Code Sections 5105 through 5145 set forth numerous procedural requirements governing the balloting and voting process which must be utilized. For more information, see “Balloting Requirements & Procedures.”
Special Meetings of Members
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 one hundred and fifty (150) 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, along with the solicitation and publication of a candidate list for at least thirty (30) days prior to balloting, the meeting date must take place several months from the date the notice of meeting is delivered to the members (not 10 days). (See “Balloting Requirements & Procedures.”)
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:
- personally,
- 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).)
Related Links
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-Published on HOA Lawyer Blog (July, 2023)
Annual Meetings of Members
Annual Meeting Required
Every year, an association is required under its bylaws or CC&Rs to hold an annual meeting of its members for the purpose of electing directors to the association’s board. The association’s bylaws typically contain provisions governing the date, time, location, quorum requirements and the manner in which the annual meeting of the members is to be conducted. In the absence of such language, Corporations Code Section 7510 provides default provisions with respect to annual meetings. Specifically, Section 7510 provides that, when the location for the annual meeting of the members is not stated in the bylaws, the meeting shall be held at the principal executive office of the association, and “in each year in which directors are to be elected.” (Corp. Code § 7510(b).)
Failure to Hold Annual Meeting
If an association fails to meet within sixty (60) days of the date designated for the annual meeting, or, if no date has been designated, within fifteen (15) months after the formation of the association or its last regular meeting, a member may, after notice and opportunity to be heard, petition the superior court for an order establishing a date and time for a meeting. (Corp. Code § 7510(c).)
Directors Continue to Serve
If an annual meeting is not conducted and/or is unable to take place due to a lack of quorum, the directors then in office generally continue to serve on the board until successors have been formally elected and qualified. (Corp. Code § 7220(b).)
Quorum Requirements
“Quorum” is the minimum number of member votes required before the association may engage in business at the annual meeting. With respect to voting, 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 state the quorum amount, and unless otherwise provided for by 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); See also “Member Quorum Requirements” and “Failure to Achieve Quorum.”)
Continuation of Annual Meeting
In the event the association does not achieve quorum, “the chair calls the meeting to order, announces the absence of a quorum, and entertains a motion to adjourn” the meeting until a later date. (Robert’s Rules, 11th ed., p. 349.) The time period for adjournment is typically found in the association’s bylaws. Unless stated otherwise in the bylaws, when a meeting is adjourned and continued, notice of the continued meeting need not be given if the date and time of the continued meeting was announced prior to the adjournment. If no date and time was announced, the board must provide notice to the membership. In any event, no meeting may be continued for more than forty-five (45) days. (Corp. Code § 7511(d); See also “Failure to Achieve Quorum.”)
Corporations Code Section 7510. Meetings of Members; Special Meetings.
(a) Meetings of members may be held at a place within or without this state as may be stated in or fixed in accordance with the bylaws. If no other place is stated or so fixed, meetings of members shall be held at the principal executive office of the corporation. Subject to any limitations in the articles or bylaws of the corporation, if authorized by the board of directors in its sole discretion, and subject to those guidelines and procedures as the board of directors may adopt, members not physically present in person (or, if proxies are allowed, by proxy) at a meeting of members may, by electronic transmission by and to the corporation (Sections 20 and 21), electronic video screen communication, conference telephone, or other means of remote communication, participate in a meeting of members, be deemed present in person (or, if proxies are allowed, by proxy), and vote at a meeting of members, subject to subdivision (f).
(b) A regular meeting of members shall be held on a date and time, and with the frequency stated in or fixed in accordance with the bylaws, but in any event in each year in which directors are to be elected at that meeting for the purpose of conducting such election, and to transact any other proper business which may be brought before the meeting.
(c) If a corporation with members is required by subdivision (b) to hold a regular meeting and fails to hold the regular meeting for a period of 60 days after the date designated therefor or, if no date has been designated, for a period of 15 months after the formation of the corporation or after its last regular meeting, or if the corporation fails to hold a written ballot for a period of 60 days after the date designated therefor, then the superior court of the proper county may summarily order the meeting to be held or the ballot to be conducted upon the application of a member or the Attorney General, after notice to the corporation giving it an opportunity to be heard.
(d) The votes represented, either in person (or, if proxies are allowed, by proxy), at a meeting called or by written ballot ordered pursuant to subdivision (c), and entitled to be cast on the business to be transacted shall constitute a quorum, notwithstanding any provision of the articles or bylaws or in this part to the contrary. The court may issue such orders as may be appropriate including, without limitation, orders designating the time and place of the meeting, the record date for determination of members entitled to vote, and the form of notice of the meeting.
(e) Special meetings of members for any lawful purpose may be called by the board, the chair of the board, the president, or such other persons, if any, as are specified in the bylaws. In addition, special meetings of members for any lawful purpose may be called by 5 percent or more of the members.
(f) A meeting of the members may be conducted, in whole or in part, by electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication if the corporation implements reasonable measures: (1) to provide members and proxyholders, if proxies are allowed, a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with those proceedings, (2) if any member or proxyholder, if proxies are allowed, votes or takes other action at the meeting by means of electronic transmission to the corporation, electronic video screen communication, conference telephone, or other means of remote communication, to maintain a record of that vote or action in its books and records, and (3) to verify that each person participating remotely is a member or proxyholder, if proxies are allowed. A corporation shall not conduct a meeting of members solely by electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication unless: (A) all of the members consent; or (B) the board determines it is necessary or appropriate because of an emergency, as defined in paragraph (5) of subdivision (m) of Section 7140.
Corporations Code Section 601. Notice of Membership Meeting; Adjournment.
(a) Whenever shareholders are required or permitted to take any action at a meeting a written notice of the meeting shall be given not less than 10 (or, if sent by third-class mail, 30) nor more than 60 days before the date of the meeting to each shareholder entitled to vote thereat. That notice shall state the place, date and hour of the meeting, the means of electronic transmission by and to the corporation (Sections 20 and 21), electronic video screen communication, conference telephone, or other means of remote communication, if any, by which shareholders may participate in that meeting, and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of the annual meeting, those matters that the board, at the time of the mailing of the notice, intends to present for action by the shareholders, but subject to the provisions of subdivision (f) any proper matter may be presented at the meeting for that action. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by the board for election.
(b)
(1) Notice of a shareholders’ meeting or any report shall be given personally, by electronic transmission by the corporation, or by first-class mail, or, in the case of a corporation with outstanding shares held of record by 500 or more persons (determined as provided in Section 605) on the record date for the shareholders’ meeting, notice may also be sent third-class mail, or other means of written communication, addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice, or if no address appears or is given, at the place where the principal executive office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. The notice or report shall be deemed to have been given at the time when delivered personally, sent by electronic transmission by the corporation, deposited in the mail, or sent by other means of written communication. Notwithstanding the foregoing, the notice of a shareholder’s meeting or any report may be sent by electronic communication or other means of remote communication if the board determines it is necessary or appropriate because of an emergency, as defined in paragraph (5) of subdivision (i) of Section 207. An affidavit of mailing or electronic transmission by the corporation, or electronic communication or other means of remote communication as permitted because of an emergency, of any notice or report in accordance with the provisions of this division, executed by the secretary, assistant secretary, or any transfer agent, shall be prima facie evidence of the giving of the notice or report.
(2) If any notice or report addressed to the shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available for the shareholder upon written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice or report to all other shareholders.
(3)
(A) Notice given by electronic transmission by the corporation under this subdivision shall be valid only if it complies with Section 20. Notwithstanding the foregoing, notice shall not be given by electronic transmission by the corporation under this subdivision after either of the following:
(i) The corporation is unable to deliver two consecutive notices to the shareholder by that means.
(ii) The inability to so deliver the notices to the shareholder becomes known to the secretary, any assistant secretary, the transfer agent, or other person responsible for the giving of the notice.
(B) This paragraph shall not apply if notices are provided by electronic communication or other means of remote communication as permitted because of an emergency.
(c) Upon request in writing to the corporation addressed to the attention of the chairperson of the board, president, vice president or secretary by any person (other than the board) entitled to call a special meeting of shareholders, the officer forthwith shall cause notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than 35 nor more than 60 days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the persons entitled to call the meeting may give the notice or the superior court of the proper county shall summarily order the giving of the notice, after notice to the corporation giving it an opportunity to be heard. The procedure provided in subdivision (c) of Section 305 shall apply to that application. The court may issue orders as may be appropriate, including, without limitation, orders designating the time and place of the meeting, the record date for determination of shareholders entitled to vote, and the form of notice.
(d) When a shareholders’ meeting is adjourned to another time or place, unless the bylaws otherwise require and except as provided in this subdivision, notice need not be given of the adjourned meeting if the time and place thereof (or the means of electronic transmission by and to the corporation or, electronic video screen communication, conference telephone, or other means of remote communication, if any, by which the shareholders may participate) are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 45 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.
(e) The transactions of any meeting of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, provides a waiver of notice or consent to the holding of the meeting or an approval of the minutes thereof in writing. All those waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of and presence at the meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by this division to be included in the notice but not so included, if the objection is expressly made at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need be specified in any written waiver of notice, consent to the holding of the meeting or approval of the minutes thereof, unless otherwise provided in the articles or bylaws, except as provided in subdivision (f).
(f) Any shareholder approval at a meeting, other than unanimous approval by those entitled to vote, pursuant to Section 310, 902, 1152, 1201, 1900, or 2007 shall be valid only if the general nature of the proposal so approved was stated in the notice of meeting or in any written waiver of notice.
Corporations Code Section 600. Annual Meeting; Failure to Meet; Petitions.
(a) Meetings of shareholders may be held at any place within or without this state as may be stated in or fixed in accordance with the bylaws. If no other place is stated or so fixed, shareholder meetings shall be held at the principal executive office of the corporation. Subject to any limitations in the articles or bylaws of the corporation, if authorized by the board of directors in its sole discretion, and subject to those guidelines and procedures as the board of directors may adopt, shareholders not physically present in person or by proxy at a meeting of shareholders may, by electronic transmission by and to the corporation (Sections 20 and 21), electronic video screen communication, conference telephone, or other means of remote communication, participate in a meeting of shareholders, be deemed present in person or by proxy, and vote at a meeting of shareholders, subject to subdivision (e).
(b) An annual meeting of shareholders shall be held for the election of directors on a date and at a time stated in or fixed in accordance with the bylaws. However, if the corporation is a regulated management company, a meeting of shareholders shall be held as required by the Federal Investment Company Act of 1940 (15 U.S.C. Sec. 80a-1, et seq.). Any other proper business may be transacted at the annual meeting. For purposes of this subdivision, “regulated management company” means a regulated investment company as defined in Section 851 of the federal Internal Revenue Code.
(c) If there is a failure to hold the annual meeting for a period of 60 days after the date designated therefor or, if no date has been designated, for a period of 15 months after the organization of the corporation or after its last annual meeting, the superior court of the proper county may summarily order a meeting to be held upon the application of any shareholder after notice to the corporation giving it an opportunity to be heard. The shares represented at the meeting, either in person or by proxy, and entitled to vote thereat shall constitute a quorum for the purpose of the meeting, notwithstanding any provision of the articles or bylaws or in this division to the contrary. The court may issue any orders as may be appropriate, including, without limitation, orders designating the time and place of the meeting, the record date for determination of shareholders entitled to vote, and the form of notice of the meeting.
(d) Special meetings of the shareholders may be called by the board, the chairperson of the board, the president, the holders of shares entitled to cast not less than 10 percent of the votes at the meeting, or any additional persons as may be provided in the articles or bylaws.
(e) A meeting of the shareholders may be conducted, in whole or in part, by electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication if the corporation implements reasonable measures: (1) to provide shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting concurrently with those proceedings, (2) if any shareholder or proxyholder votes or takes other action at the meeting by means of electronic transmission to the corporation, electronic video screen communication, conference telephone, or other means of remote communication, to maintain a record of that vote or action in its books and records, and (3) to verify that each person participating remotely is a shareholder or proxyholder. A corporation shall not conduct a meeting of shareholders solely by electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication unless either: (A) all of the shareholders consent; or (B) the board determines it is necessary or appropriate because of an emergency, as defined in paragraph (5) of subdivision (i) of Section 207.