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:
Elections That Require Secret Ballots
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" Defined. 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).) Unfortunately, the statute does not define when an election occurs. However, it is indirectly defined in Civil Code § 5105(h)(4), which states, “Require the inspector or inspectors of elections to deliver, or cause to be delivered, at least 30 days before an election, to each member both of the following documents: (A) The ballot or ballots.…” There’s similar language for electronic ballots. (Civil Code § 5105(i)(3)(A).) That can only be interpreted as defining the election as the due date for returning the ballots (Civ. Code § 5115 (c)), which isn’t necessarily the date the ballots are opened and votes tallied.
Non-Director Elections. 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 since the board cannot approve the change until the end of the 28 days. Accordingly, the process to amend election rules for electronic voting in non-director elections should begin at least 120-130 days before the deadline date for returning ballots.
Electronic Voting in Director Elections. If an association wants to amend its election rules to allow for electronic balloting for the election of directors, it must do so at least 120 days before the voting deadline, since it must give the membership notice that electronic voting will be used (see electronic balloting timeline below). Add a 28-day member review before the board can adopt rule changes, and the deadline becomes 148 days. To be safe, boards should amend their election rules six months before their next annual meeting.
Important Amendments. When amending documents, boards should eliminate write-ins, floor nominations, quorum requirements, proxies, and cumulative voting.
"Record Date" for Voting
The Corporations Code allows the board to fix a "record date" by which one must be a member to be entitled to vote in an election. Typically, the record date is set a few days to a week in advance of the distributing of 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. 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).)
Election Timelines
WRITTEN BALLOTS
(No Acclamation) |
ELECTRONIC BALLOTS
(No Acclamation) |
ACCLAMATION
(If used, combine it with written or electronic balloting.) |
Beginning July 1, 2006, associations must adopt election rules that use secret balloting for the election and removal of directors. (Civ. Code § 5100(a).)
Our timeline calculator can be used with written ballot elections only. It has not yet been configured for electronic elections.
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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).) As noted above, boards should amend their election rules at least six months before their next annual meeting.
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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 use 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 |
Four months before voting deadline, select a date for the annual meeting and hire an inspector of elections. Locking in an inspector early ensures they will be available to oversee your election.
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Five months before the voting deadline, select a date for the annual meeting and hire an inspector of elections.
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Six months before the voting deadline, select a date for the annual meeting and hire an inspector of elections
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Notice of Nomination Procedure |
At least 120 days before the voting deadline (at least 30 days before the deadline for nominations (Civ. Code § 5115(a)), give general notice (or individual notice if requested by a member) of (Civ. Code § 5105(a)):
• Nomination procedure and deadline.
• Candidate qualifications.
• Number of board seats to fill.
• Statement regarding IDR.
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At least 150 days before the voting deadline (at least 30 days before the deadline for nominations (Civ. Code § 5115(a)), give general notice (or individual notice if requested by a member) of (Civ. Code § 5105(a)):
• Nomination procedure and nomination deadline.
• Candidate qualifications.
• Number of board seats to fill.
• Statement regarding IDR.
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5 to 6 months before the election, send:
• Nomination procedure and deadline.
• Candidate qualifications.
• Statement regarding IDR.
• Number of board positions to be filled. (Civ. Code § 5103(b)(1)(A).)
• A statement that if the number of candidates is equal to or less than the positions to be filled, then the 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 the nomination, acknowledge receipt and whether the nominee is a qualified candidate. If not qualified, provide the 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 the date of the annual meeting when current director terms expire. The board holds an organizational meeting to elect officers.
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Notice of Voting Method |
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At least 130 days before the voting deadline, give general notice (or individual notice if requested by a member) that electronic voting will be used. Include the current voting method, email address on file for electronic voting, explanation of the opt-in/opt-out process as applicable, and the deadline to opt-in/opt-out as applicable. (Civ. Code § 5105(i)(4).)
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Nomination Deadline
Offer IDR to Non-Qualifying Nominees |
90 days before the voting deadline. Nominations close. If a nominee does not meet candidate qualifications, immediately give individual notice to the person with the reason for disqualification and an opportunity to participate in Internal Dispute Resolution. (Civ. Code § 5105(e).) |
120 days before the voting deadline. Nominations close. If a nominee does not meet candidate qualifications, immediately give individual notice to the person with the reason for disqualification and an opportunity to participate in Internal Dispute Resolution. (Civ. Code § 5105(e).)
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Deadline to Indicate Preferred Balloting |
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90 days before the voting deadline. The deadline for owners to indicate their preferred balloting method (electronic or written ballot). (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.
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Prepare List of Candidates and a Voter List |
75 days before the voting deadline. After receipt of nominations prepare a list of candidates with their names and addresses. (Civ. Code § 5105(a)(7).) Prepare a voter list with:
• The name, voting power, and either the physical address of the voter’s separate interest OR the parcel number OR both.
• 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. |
75 days before the voting deadline, prepare a list of candidates with their names and addresses. (Civ. Code § 5105(a)(7).) Prepare a voter list with:
• The name, voting power, and either the physical address of the voter’s separate interest or the parcel number or both.
• 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.
• Identify which members will vote by electronic secret ballot and which members will vote by written secret ballot.
• The email address that will be used for electronic voting. (Civ. Code § 5105(i)(1)(D).)
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Pre-Ballot Notice |
60 days before the voting deadline, give notice that the association prepared a voter list and members have 10 days to verify their individual information. (Civ. Code § 5105(a)(7).)
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%.
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60 days before the voting deadline, give notice that the association prepared a voter list and members have 10 days to verify their individual information. (Civ. Code § 5105(a)(7).)
Give general notice (individual if requested by a member) of the following (Civ. Code § 5105(i)(4)):
• 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%.
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Deadline to Report Errors |
50 days before the voting deadline. Deadline for members to report errors in the voter list. The inspector of elections must correct the voter list within two (2) business days of any error being reported. (Civ. Code § 5105(a)(7).)
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Prepare Ballots |
Ballots used in any election of directors shall set forth the names of the candidates whose names have been placed in nomination at the time the ballot is issued. Unless authorized by the Bylaws or Election Rules, a space for write-in candidates should NOT be included.
Ballots must state the applicable quorum(s) for the matters to be voted on. All ballots must state the time by which the ballot must be received in order to be counted and should specify if the time may be extended for purposes of achieving a quorum or allowing additional participation by the members.
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Distribute Ballot Materials
and Election Rules |
At least 30 days before the deadline for voting and at least 30 days after the pre-ballot notice was sent, the inspector of elections or the association must mail (first-class) or otherwise deliver ballots and pre-addressed envelopes with instructions on how to return them. (Civ. Code § 5115(c).)
Deliver Election Rules to members or post them on an internet website and include the website address on the ballot together with the phrase, in at least 12-point type: “The rules governing this election may be found here:” (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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At least 30 days before the deadline for voting, deliver individual notice of the electronic secret ballot to members, 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 or failed to provide a working email address. (Civ. Code § 5105(i)(1)(C), § 5105(i)(7).)
Deliver Election Rules to members or post them on an internet website and include the website address on the ballot together with the phrase, in at least 12-point type: “The rules governing this election may be found here:” (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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Votes Are Irrevocable |
All votes must be counted and tabulated by the inspector of elections (or designees of the inspector) in public at a properly noticed open meeting of the board or members. Any candidate or other member of the association may witness the tabulation of votes. Ballots may not be opened before the time and place at which they are publicly tabulated. The inspector or designees may verify the member’s information and signature on the outer envelope before the meeting at which ballots are tabulated. Once a ballot is received by the inspector, it shall be irrevocable. (Civ. Code § 5120(a).)
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A vote cast electronically is irrevocable. (Civ. Code § 5105(i)(6).)
No person shall open or otherwise review any tally sheet of votes cast by electronic secret ballots before the time and place at which the ballots are counted and tabulated. (Civ. Code § 5120(c).)
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Membership Meeting |
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 |
1. Meeting called to order.
2. Establish a quorum.
3. Floor nominations (if permitted). (Civ. Code § 5105(g).)
4. Unless voting was closed at an earlier date, call for any additional ballots, then close the polls.
5. Inspectors open ballots and tally votes. Members can observe the counting of votes. See Ballot Irregularities.
6. Announce election results and post within 15 days.
NOTE: If there is a tie vote, see recounts and runoff elections.
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1. Meeting called to order.
2. Establish a quorum.
3. Floor nominations are prohibited. (Civ. Code § 5105(i)(1)(F).)
4. Announce election results and post within 15 days.
NOTE: If there is a tie vote, see recounts and runoff elections.
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After the Election
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), and proxies
Approve 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.
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