Annual Meetings
Frequency of 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 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 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.
Setting the Date. Sometimes, bylaws will set a date for when annual meetings must be held. Some will state that members must meet annually from the first meeting set by the declarant. The corporation's code provides some flexibility since circumstances can cause meetings to be delayed. 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.)
Failure to Meet. If the board fails or refuses to timely hold an annual membership meeting, 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).)
Election Rules Required
Beginning July 1, 2006, all associations are required to adopt election rules. (Civ Code § 5105(a).) Beginning January 1, 2020, significant changes were made to the Davis-Stirling Act related to director elections. The changes require all homeowner association election rules in California to be amended. Election rules should contain the following:
Secret Ballots Required
As required by Civil Code § 5100(a), the following matters must be voted by secret ballot, regardless of any provision to the contrary in an association's governing documents:
Member surveys do not require a secret ballot.
Amending Election Rules
Election rules can be amended, but associations must follow the rule amendment process required by the Davis-Stirling Act. Election rules cannot be amended less than 90 days before an election. (Civ. Code § 5105(h).) With the separate mandatory 28-day notice period for membership review of proposed rule changes (Civ. Code § 4360(a)), the waiting period for updating election rules is extended to 118 days (4 months) since the board cannot approve the change until the end of the 28 days. Accordingly, the process to amend election rules should begin at least 120-130 days before an election. Unfortunately, the statute does not define the starting point for an election, which has created disagreement regarding the 90-day period. Boards should consult legal counsel on this issue.
Record Date for Elections
The Corporations Code allows the board to fix a "record date" by which one must be a member to be entitled to vote at a meeting. The record date cannot be more than 60 days before the date of the meeting. If no record date is fixed, members on the day of the meeting are entitled to vote at the meeting. (Corp. Code § 7611.) If the board fails to set a record date, it defaults to the date the first ballot is distributed to the members. (Corp. Code § 7611(c).) Typically, the record date is set a few days to a week in advance of the distributing the ballots. This allows time to prepare election materials, put labels on ballot envelopes, and print a voter list for the Inspector of Elections to use at the election meeting. Anyone who becomes a member after that date may attend the membership meeting but is not eligible to vote.
Election Timelines
WRITTEN BALLOTS
(No Acclamation) |
ELECTRONIC BALLOTS
(No Acclamation) |
ACCLAMATION
(If used, combine it with written or electronic balloting.) |
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Per Civil Code § 5100(a), beginning July 1, 2006, associations are required to use a secret balloting sysem for the election and removal of directors.
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Beginning January 1, 2025, associations can conduct director elections by electronic secret ballots.
If an association wants to use electronic balloting, it must first amend its election rules. Civ. Code § 5105(i).
If an association plans to use electronic balloting, it must include information in its annual statement on the procedures to either opt out of or opt into voting by electronic secret ballot. Civ. Code § 5105(i)(1)(D).
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Beginning January 1, 2022, associations can declare the outcome of uncontested elections without the need for balloting. It applies to the election of directors only.
Associations do not need to amend their bylaws or election rules to take advantage of elections by acclamation. They can us it regardless of anything to the contrary in their governing documents. (Civ. Code § 5103.)
It can only be used if the association holds a director election at least once every four years. Civ. Code § 5100(a)(2) and it held a written or electronic ballot election for directors in the last three years. Civ. Code § 5103(a).
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| Set Meeting Date and Hire Inspector |
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Four months before voting deadline, select a date for the annual meeting and hire an inspector of elections.
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Five months before voting deadline, select a date for the annual meeting and hire an inspector of elections.
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Six months before voting deadline, select a date for the annual meeting and hire an inspector of elections
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| Notice of Nomination Procedure |
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At least 30 days prior to the deadline for nominations and at least 120 days prior to the voting deadline, give notice
• Nomination procedure and deadline. Civ. Code § 5115(a)
• Candidate qualifications. Civ. Code § 5105(c)&(d)
• Number of board seats to fill.
• Statement regarding IDR. Civ. Code § 5105(e)
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At least 90 days prior to the deadline for nominations and at least 150 days prior to the voting deadline, give general notice (or individual notice, if requested by a member) of:
• Nomination procedure and deadline. Civ. Code § 5115(a)
• Candidate qualifications. Civ. Code § 5105(c)&(d)
• Number of board seats to fill.
• Statement regarding IDR. Civ. Code § 5105(e)
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5 to 6 months before the election, send:
• Nomination procedure and deadline. Civ. Code § 5115(a)
• Candidate qualifications. Civ. Code § 5105(c)&(d)
• Statement regarding IDR. Civ. Code § 5105(e)
• Number of board positions to be filled. Civ. Code § 5103(b)(1)(A)
• A statement that if number of candidates is equal to or less than positions to be filled, then board may vote to seat candidates without a membership vote. Civ. Code § 5103(b)(1)(D)
A reminder notice is sent between 7 and 30 days before the deadline for submitting nominations. Civ. Code § 5103(b)(2)
Within 7 business days of receiving nomination, acknowledge receipt and whether nominee is a qualified candidate. If not qualified, provide basis for disqualification and IDR procedure to appeal disqualification Civ. Code § 5103(c)
If all acclamation requirements are met and the Inspector of Elections determines the election is uncontested (Civ. Code § 5103(a)), general notice is given to the community of an open meeting of the board. The board meeting agenda must include the name of each candidate to be declared "elected" by acclamation. Civ. Code § 5103(d).
Inspectors announce election results and post them within 15 days.
New directors take office on date the of the annual meeting when current director terms would expire. Board holds an organizational meeting to elect officers.
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| Candidate Registration & Voter Lists |
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If any nominee does not meet the qualifications that are set forth in the Bylaws and/or Election Rules, consistent with California law, and the association intends to disqualify such nominee, we recommend giving at least 10 days’ individual notice to the nominee setting forth the basis for the disqualification and providing an opportunity to participate in Internal Dispute Resolution.
After receipt of nominations (Civ. Code § 5105(a)(7)) prepare:
• A candidate registration list containing the names and addresses of nominees, including any candidate subject to an unresolved challenge to qualification.
• A voter list containing the name, voting power and either: physical address of the voter’s separate interest OR the parcel number OR both. The voter list shall also contain the mailing address for the ballot, if it differs from the physical address of the voter’s separate interest or if only the parcel number is used.
At least 30 days before the ballots are distributed, allow members to verify the accuracy of their information on the candidate and voter lists.
Notification of errors in either list should be reported at least 40 days prior to the voting deadline, meaning at least 10 days before ballots are distributed, in order to allow time for corrections to be made before the ballots are distributed.
The inspector of elections must correct lists within two (2) business days of any error or omission being reported. Civ. Code § 5105(a)(7).
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If any nominee does not meet the qualifications that are set forth in the Bylaws and/or Election Rules, consistent with California law, and the association intends to disqualify such nominee, we recommend giving at least 10 days’ individual notice to the nominee setting forth the basis for the disqualification and providing an opportunity to participate in Internal Dispute Resolution.
After receipt of nominations (Civ. Code § 5105(a)(7)) prepare:
• A candidate registration list containing the names and addresses of nominees, including any candidate subject to an unresolved challenge to qualification.
• A voter list containing the name, voting power and either: physical address of the voter’s separate interest OR the parcel number OR both. The voter list shall also contain the mailing address for the ballot, if it differs from the physical address of the voter’s separate interest or if only the parcel number is used.
• A voter list identifying which members will vote by electronic secret ballot and which members will vote by written secret ballot. Civ. Code § 5105(i)(1)(D)
At least 30 days before the ballots are distributed, allow members to verify the accuracy of their information on the candidate and voter lists.
Notification of errors in either list should be reported at least 40 days prior to the voting deadline, meaning at least 10 days before ballots are distributed, in order to allow time for corrections to be made before the ballots are distributed.
The inspector of elections must correct lists within two (2) business days of any error or omission being reported. Civ. Code § 5105(a)(7).
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| Notice of Voting Method |
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At least 120 days before the voting deadline, give notice that electronic voting will be used. Include the current voting method, email address on file for electronic voting, explanation of opt-in/opt-out process as applicable, and the deadline to opt-in/opt-out as applicable. Civ. Code § 5105(i)(4).
The deadline for owners to indicate their preferred balloting method (electronic or written ballot) must be at least 90 days prior to the voting deadline. Civ. Code § 5105(i)(1)(A). To opt into electronic voting, owners must provide a valid email address. Civ. Code § 5105(i)(1)(E).
If using the “opt-out” option, (Civ. Code § 5105(i)(1)) the notice must be sent by individual notice and must include (i) the member’s current voting method; (ii) the email address that will be used; (iii) an explanation of how to opt out of electronic voting; and (iv) the deadline for opting out.
Associations must maintain a voting list identifying which members will vote by electronic secret ballot and which members will vote by written ballot. (Civ. Code § 5105(i)(1)(D).)
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| Pre-Ballot Notice |
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At least 30 days before distributing ballots, and at least 5 days after the nomination deadline, give general notice (individual if requested by a member) of the following (Civ. Code § 5115(b)):
• Date, time, and address to mail or deliver ballots to inspectors.
• Date, time, and location of the ballot counting meeting.
• List of candidates to appear on the ballots.
• If the quorum requirement is more than 20%, a statement that the association may call a reconvened meeting to be held at least 20 days after the scheduled election if the required quorum is not reached, at which time the quorum will drop to 20%. Recommendation: Amend bylaws to eliminate quorum requirements for the election of directors.
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At least 30 days before the deadline to opt out of voting by electronic secret ballot (Civ. Code § 5105(i)(4)), associations must provide members with notice of the following:
• The member’s current voting method.
• The email address of the member that will be used for voting by electronic secret ballot.
• Instructions on how to vote electronically.
• The date and time by which electronic ballots must be transmitted.
• An explanation of how to opt out of voting electronically and the deadline for opting out.
• If the quorum requirement is more than 20%, a statement that the association may call a reconvened meeting to be held at least 20 days after the scheduled election if the required quorum is not reached, at which time the quorum drops to 20%. Recommendation: Amend bylaws to eliminate quorum requirements for the election of directors.
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Distribute Ballot Materials
and Election Rules |
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At least 30 days before the deadline for voting and at least 30 days after the preballot notice was sent, the inspector of elections or the association must mail by first-class mail or otherwise deliver:
• ballots and pre-addressed envelopes with instructions on how to return them. Civ. Code § 5115(c).
• election rules. (rules can be posted on a website in lieu of distributing them if the website address is included with the ballot). Civ. Code § 5105(h)(4).
The annual meeting agenda should also be included. An excess income resolution should be added to the ballot or to the agenda.
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Deliver individual notice of the electronic secret ballot to each member 30 days before the election, along with instructions on (i) how to obtain access to that internet-based voting system and (ii) how to vote by electronic secret ballot. (Civ. Code § 5105(i)(3).)
Paper ballots must be delivered to members who choose to vote by paper and to those members who do not provide a working email address to the association. (Civ. Code § 5105(i)(1)(C).)
If the association does not have a member’s email address required to vote by electronic secret ballot by the time at which ballots are to be distributed, the association shall send the member a written secret ballot. (Civ. Code § 5105(i)(7).)
The annual meeting agenda should also be included. An excess income resolution should be added to the ballot or to the agenda.
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| Votes Are Irrevocable |
| Once the Inspector receives a ballot, it is irrevocable. Civ. Code § 5120(a). |
A vote cast electronically is irrevocable. Civ. Code § 5105(i)(6). |
| Annual Meeting |
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Chair of the Meeting. The president chairs the meeting unless the president or the board decides otherwise.
Business Limited by the Agenda. Notice of meetings must specify those matters that will be presented for action by the membership. (Civ. Code § 5115.) Business at the meeting is limited to noticed items only; no other business may be transacted. (Corp. Code § 7511(a).) The same applies to electronic voting. Once the quorum is established, a substantive vote of the members may not be taken on any issue other than those specifically identified in the electronic vote. (Civ. Code § 5105(i)(8).)
Who May Attend. Associations can restrict attendance at membership meetings to members only. Members may not send non-members by making them proxyholders. They can designate only members to attend in their place. (Civ. Code § 5130(a)(1).)
Meeting Minutes Required. Corporations Code § 8320(a)(2) requires "Each corporation shall keep . . . minutes of the proceedings of its members, board, and committees of the board . . . ."
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| Conducting the Meeting |
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1. Meeting called to order.
2. Establish quorum.
3. Floor nominations (if permitted). Civ. Code § 5105(g).
4. Call for any additional casting of ballots.
5. Close the polls.
6. Inspectors open ballots and tally votes. Members can observe the counting of votes.
7. Announce election results and post them within 15 days.
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1. Meeting called to order.
2. Establish quorum.
3. Floor nominations are prohibited. Civ. Code § 5105(i)(1)(F).
4. Announce election results and post them within 15 days.
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After the Election
Select Officers. The Board meets in open session to select officers.
Signature Cards. Directors sign new bank signature cards.
Secretary of State. The manager or Secretary files new Statements of Information with the Secretary of State.
Storing Election Materials. Election materials remain in the custody of the inspector of elections or at a location designated by the inspector until after the time allowed by Section 5145 for challenging the election has expired (one year), at which time custody of the records may be transferred to the association. (Civ. Code § 5125.) Starting January 1, 2020, members are allowed to inspect election materials. (Civ. Code § 5200(c).) Election materials include:
- candidate registration list
- voter list
- ballots
- signed voter envelopes (may be inspected but not copied)
- proxies
Approving Annual Meeting Minutes
Under Robert's Rules of Order, the board may approve minutes that do not come up for review quarterly. Since annual meetings are once a year, the board can approve the minutes. "Minutes of one annual meeting should not be held for action until the next one a year later." (RONR 12th ed.) 9:22. They can be approved by the board of directors. RONR (12th ed.) 48:12. The best way to accomplish this is to have the board of directors approve the minutes of the annual membership meeting at the first regular board meeting that follows the annual membership meeting (or if that first board meeting is the same day as the annual membership meeting, then the regular board meeting after that first board meeting). This is consistent with the Corporations Code, allowing the minutes to be approved promptly and without needing a quorum at the following year's membership meeting. An added benefit is that what occurred at the meeting will be fresh in the directors' minds, which ensures more accurate minutes.
For more information, see "Election Menu." See 
How to Simplify Elections
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