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 must hold membership meetings as often as the bylaws specify, but no less often than required by director elections. (Corp. Code § 7510(b))
The Davis-Stirling Act states that director elections are held at the expiration of terms and at least once every 4 years. (Civ. Code § 5100(a)(2)) The only mandatory criteria are holding a membership meeting as often as the association holds elections and meeting 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 3 years if all directors served concurrent 3-year terms and the bylaws permitted it.
Setting the Date. Sometimes, bylaws set a date for annual meetings. Some will state that members must meet annually, starting with the first meeting set by the declarant. The corporation's code provides some flexibility because circumstances can delay meetings. Meetings can be held 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 specified), (Corp. Code § 7510)
Notice of Annual Meeting. See "Notice of Annual Meeting."
Failure to Meet. If the board fails or refuses to hold an annual membership meeting in a timely manner, the superior court 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, allowing it to be heard. (Corp. Code § 7510; Samii v La Villa Grande)
Board Continues. Until a new election is held, directors remain on the board until successors have been elected and qualified. (Corp. Code § 7220(b))
Annual Meeting Minutes. See "Approving Annual Meeting Minutes."
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 other persons as specified in the bylaws.
Restrictions on Business. Members may conduct any legal and proper business at membership meetings. However, not all business matters are appropriate because of the limited power of the membership. Membership votes are limited to the following:
Setting the Date. If the board calls a membership meeting, the notice may not be less than 10 nor more than 90 days (Corp. Code § 7511(a)), which was modified by the Davis-Stirling Act to require at least 30 days of balloting. The same is true for membership meetings called by petitions from members; the board sets the date, which may not be less than 35 or more than 90 days from receipt of the request. (Corp. Code § 7511(c))
Recall Elections. The timeline differs if the purpose of the meeting is to recall board members. The date of the special meeting may be no earlier than 35 days nor later 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 10 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 allowing it 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 provide that the association alone is charged with these tasks:
- The association shall select an independent third party as an election inspector. The number of election inspectors shall be one or three.
- Ballots and two pre-addressed envelopes with instructions on returning ballots shall be mailed by first-class mail or delivered by the association to every member not less than 30 days before the voting deadline.
Moreover, 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 complied with all applicable requirements.
Court-Ordered Notice. If a lawful petition is properly submitted to the board and the board fails to set a date and provide notice to the membership, the petitioners may seek a court order requiring the meeting notice to 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, allowing it 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 the 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.
Voting. Issues may be voted on entirely through the mail without a membership meeting. A special ballot form must be used if balloting is done without a meeting. An open board or membership meeting is still required to open and publicly count ballots.
Failure to Make Quorum. See reduced quorum for adjourned meetings.
Town Hall Meetings
No Quorum Required. Unlike annual and special membership meetings, there are no quorum requirements, and no business may be conducted. Town hall meetings are informal and allow boards or members to meet and discuss topics of interest or specific upcoming votes on CC&R amendments or board elections.
No Notice Requirements. Since the meetings are informational only, there are no notice requirements, unlike board and membership meetings. Notice might be given via flyers, email, or mail. It could be given 2, 5, or 10 days in advance, or any other period that might be convenient.
Who May Call a Meeting. Town hall meetings can be called by the board or by members. If members call the meeting, 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 to discuss something of "public interest," members have the right to use common area facilities if available. (Civ. Code § 4515)
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