Entire Board. Removing the the entire board is fairly clear-cut because cumulative voting is not factored into the analysis. It is a straight up or down vote. The only technical issues to consider are the size of the association and how many members are entitled to vote. However, there is one caveat; a director appointed to the board by the board or by the court may removed only by or with the approval of the appointing party (see Corp. Code §7222(a)&(f)).

Individual Directors. If an association's CC&Rs or bylaws provide for cumulative voting, removing less than the entire board requires a two step process. Once a petition for removal has been submitted to the board, the membership must vote by secret ballot to remove the director. However, a minority of the membership can block the removal. The process is confusing, the statute is badly written and authorities disagree on how it should work. Following is one interpretation:

Step #1: APPROVING REMOVAL. The first step is for the membership to vote by secret ballot to remove the director. As provided for in Corp. Code §7222(a), if an association has fewer than 50 members, the removal is approved by the affirmative vote of a majority of all members entitled to vote. If the association has 50 or more members, removal is approved by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present, with the affirmative votes also constituting a majority of the required quorum. Corp. Code §7222(a).

Step #2: BLOCKING REMOVAL. Once the membership votes to recall a director, the recall can be blocked. As provided for in Corp. Code §7222(b), no director may be removed when the votes cast against removal would be sufficient to elect the director if voted cumulatively at an election where all memberships entitled to vote were voted. The following formula will provide the number of votes needed to block the recall:

M = total number of members eligible to vote
D = total number of directors authorized in the bylaws
X = number of votes needed to block recall

Example. Assume the following: (i) the association has 100 members eligible to vote, (ii) quorum requirements were met, and (iii) there is a five-member board with all five directors standing for election each year.


Instead of rounding, the fraction is "truncated" to 17. That means that 17 "no" votes can block the recall.

Replacement. Once a director has been removed by the membership, a replacement must be elected by the membership, not appointed by directors. Corp. Code §7224(a).

RECOMMENDATION: Associations should amend their governing documents to eliminate cumulative voting. This will not only make elections easier to conduct, it also makes it easier to replace dysfunctional directors.