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MEMBERSHIP 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 Stirlihng 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 is 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 thee 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 or the Attorney General, after notice to the corporation giving it an opportunity to be heard.  (Corp. Code § 7510Samii v La Villa Grande.)

No Quorum. If an association cannot achieve quorum, there are options for addressing the problem.

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).)

ASSISTANCE: Associations needing legal assistance can contact us. To stay current with issues affecting community associations, subscribe to the Davis-Stirling Newsletter.

Adams Stirling PLC