When Required. Cumulative voting only applies (i) to the election of directors when more than one seat is open and (ii) when provided for by an association's governing documents. Corp. Code §7615(a). Although optional under the Corporations Code, the Davis-Stirling Act makes cumulative voting mandatory if it is called for in an association's governing documents. Civil Code §1363.03(b). Accordingly, notice must be given to the membership of their right to cumulate their votes so all members may exercise that right. Corp. Code §7615(b). To satisfy the requirement, notice to cumulate votes must be given in the voting instructions when ballots are mailed to the membership.

How It Works. If there are 5 directors who serve 1-year terms, then all 5 come up for election each year. Under cumulative voting, members have 5 votes which may be distributed in any manner they choose (as long as no more than 5 votes are cast):

5 votes for one candidate, or

4 votes for one candidate and 1 for another, or

3 votes for one candidate and 2 for another, or

2 votes for one candidate, 2 for another, and 1 for a 3rd, or

1 vote each for 5 candidates.

Unnecessary. There are no true benefits to cumulative voting. There is not a single municipal, county, state, or federal election that uses it. This kind of voting was intended for stock corporations so small shareholders would have a voice. Otherwise, companies would be completely dominated by large shareholders. Cumulative voting is automatically included in a new homeowners association's bylaws so as to give owners a voice when the association is controlled by the developer. Once the developer is out of the picture, there is no need for cumulative voting.

Problems. The problems with cumulative voting far outweigh any theoretical benefit related to minority interests. Cumulative voting makes it easy for disruptive, fringe, and single-issue candidates to get on the board. Moreover, once a bad director has been elected, cumulative voting makes it almost impossible to remove that director from the board. With conventional voting, i.e., casting one vote for each candidate, candidates must seek a broader base of support thereby increasing the likelihood that more moderate, business-like candidates are elected. If a director is dysfunctional out of control, a conventional (non-cumulative) voting system allows the membership to more easily remove and replace that director.

Amendment. Because cumulative voting only applies if it is authorized in an association's governing documents, associations can amend their documents to remove it. Members can also petition the board to eliminate cumulative voting.

RECOMMENDATION: To simplify elections and reduce costs, associations should also consider eliminating quorum requirements for the election of directors and eliminating proxy voting.