1. ANNUAL MEETINGS
Frequency of Membership Meetings. Most membership meetings are held annually. However, the frequency of their meetings can be changed by amending the bylaws. Per the Corporations Code, associations are required to hold membership meetings as often as the bylaws specify, but no less often than director elections are required. (Corp. Code § 7510(b).) The Davis Stirling Act states that director elections are held at the expiration of terms and at least once every four years. (Civ. Code § 5100(a)(2).) The only mandatory criteria are having a membership meeting as often as the association has elections and, otherwise whatever the bylaws require. For example, if the bylaws require director elections every two years (everyone serving concurrent two-year terms), the association can hold its membership meetings biennially. They could also be done every three years if all directors served concurrent three-year terms and the bylaws allowed it. (Contact us if you would like to amend your bylaws.)
Notice & Agenda. As with any meeting, whether board or membership meetings, the association must publish a notice of the meeting along with an agenda describing the business that will be conducted at the meeting. Included in every meeting must be an Open Forum, so members have an opportunity to speak on matters of interest to the members.
Failure to Meet. If the board fails or refuses to hold an annual membership meeting within 60 days after the date designated in the governing documents or within 15 months of the association's last regular meeting (if no date is designated), the court can order a meeting.
(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 to the Attorney General, after notice to the corporation giving it an opportunity to be heard. (Corp. Code § 7510; Samii v La Villa Grande.)
No Quorum. If an association cannot achieve quorum, there are options for making quorum.
Board Continues. Until such time as a new election is held, directors remain on the board until successors have been elected and qualified. (Corp. Code § 7220(b).)
2. SPECIAL MEETINGS
Who May Call a Meeting? As provided for in Corporations Code § 7510(e), special meetings of the membership may be called for any lawful purpose by the following:
- Directors: by the board, the chairman of the board, or the president.
- Petition: by petition of the membership signed by at least 5% of the members.
- Others: by such other persons as may be specified in the bylaws.
Setting the Date. If the membership meeting is called by the board, notice to the membership may not be less than 10 nor more than 90 days (Corp. Code § 7511(a)) which was modified by the Davis-Stirling Act to not less than 30 days to allow at least 30 days of balloting. The same is true for membership meetings called by petition of the members, the date is set by the board and may not be less than 35 nor more than 90 days from receipt of the request. (Corp. Code § 7511(c).)
Recall Elections. The timeline is different if the purpose of the meeting is to recall members of the board. The date for the special meeting may not be less than 35 nor more than 150 days from receipt of the request. (Corp. Code § 7511(c).)
Notice of Meeting. The board has 20 days from receipt of the petition to set the date and give notice of the meeting.
Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given not less than 10 nor more than 90 days before the date of the meeting to each member who, on the record date for notice of the meeting, is entitled to vote thereat; provided, however, that if notice is given by mail, and the notice is not mailed by first-class, registered, or certified mail, that notice shall be given not less than 20 days before the meeting. (Corp. Code § 7511(a).)
However, the 10-day meeting notice minimum was modified by Civil Code § 5115, which requires at least 30 days of balloting. As a result, the meeting date must be at least 30 days from the date the notice is sent out, not ten days.
Failure to Give Notice. If the board fails to give notice of the meeting, the Corporations Code provides that "the persons entitled to call the meeting may give the notice...after notice to the corporation giving it an opportunity to be heard." (Corp. Code § 7511(c).) Although the Corporations Code provides that members can give notice of a meeting date, it does not give them the right to issue ballots, select an inspector of elections, or adopt amendments. Civil Code § 5105 and Civil Code § 5115(a), which govern the election process, specifically provides that the association alone is charged with these tasks:
(c) (1) The association shall select an independent third party or parties as an inspector of election. The number of inspectors of election shall be one or three.
(e) Ballots and two preaddressed envelopes with instructions on how to return ballots shall be mailed by first-class mail or delivered by the association to every member not less than 30 days prior to the deadline for voting.
Moreover, in order for bylaw and CC&R amendments to become official, most governing documents require that the board of directors sign the amendment certifying that the election was properly handled in accordance with all applicable requirements.
Court Ordered Notice. If a lawful petition is properly submitted to the board and it fails to set a date and give notice to the membership, the petitioners can go into court for an order that the meeting notice be given.
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 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. (Corp. Code § 7511(c).)
Method of Notice. As provided for in Corporations Code § 7511(b), notice may be given by any of the following means:
- 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 purposes of notice.
Limited Agenda. Business at the meeting is limited to noticed items only; no other business may be transacted. (Corp. Code § 7511(a).)
Chair of Meeting. The president of the association chairs all membership meetings unless the president or the board decides otherwise. Until a board is replaced, it continues to carry out its duties as a board of directors. This means the board continues to pay bills, hold meetings, and make decisions affecting the association. It also means the board appoints an inspector of elections, sends out ballots, and conducts the special meeting for the recall. The meeting itself is chaired by the president. By statute, the only authority given to petitioners is to call a meeting, not name who runs the meeting. (Corp. Code § 7510(e).) Accordingly, the president of the association chairs the meeting or someone other than the president as may be determined by the board.
Parliamentary Procedure. Membership meetings must be conducted using a recognized system of parliamentary procedure or any parliamentary procedures the association may adopt. (Civ. Code § 5000.)
Voting. Voting on issues may be done entirely through the mail without a meeting of the membership. If balloting is done without a meeting, a special ballot form must be used. A board or membership meeting is still required to publicly open and count ballots.
Failure to Make Quorum. See reduced quorum for adjourned meetings.
3. TOWN HALL MEETINGS
Town hall meetings can be called by the board or by members. These meetings are more informal and provide a way for boards or members to meet and discuss topics of interest or to discuss specific upcoming votes on CC&R amendments or board elections. No business is conducted. Since the meetings are informational, there are no notice requirements as with board and membership meetings. Notice might be given via flyers, email, or mail. It could be given 2 days in advance, 5, days, 10 days or any other period that might be convenient.
If the meeting is called by members, they can advertise the meeting through (i) mailings, (ii) postings on bulletin boards (provided the bulletin board postings stay within the association's published guidelines), and (iii) distribution of flyers. (Civ. Code § 4515.) If the meeting is for the purpose of discussing something of "public interest," members have the right to use common area facilities if they are available. (Civ. Code § 4515.)
ASSISTANCE: Associations needing legal assistance can contact us. To stay current with issues affecting community associations, subscribe to the Davis-Stirling Newsletter.