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NOTICE OF ANNUAL MEETING

Notice of Annual Meeting. Notice of the annual meeting must be given not less than 10 nor more than 90 days before the date of the meeting. (Corp. Code § 7511(a).) However, the 10-day minimum in the Corporations Code was modified by Civil Code § 5115, which requires at least 30 days of balloting. (Civ. Code § 5115(a).) As a result, notice of the annual meeting must be given at least 30 days in advance of the meeting. (See definition of day.)

Method of Notice. As provided for in Corporations Code § 7511(b), notice must be given by one or more of the following means: (i) personally, (ii) electronically, or (iii) 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 purpose of the notice. Boards can, but are not required to, additionally post notice of annual meetings in the common areas. The requirement to post a notice in the common areas applies to board meetings. Even though posting a notice of membership meetings is not required, it is a good idea (provided it is in addition to one of the other methods described above).

Pre-Ballot Notice Requirements.  For elections of directors and for recall elections, an association shall provide general notice of all of the following at least 30 days before the ballots are distributed (Civ. Code § 5115(b)):

  1. The date and time by which, and the physical address where, ballots are to be returned by mail or handed to the inspector or inspectors of elections.
  2. The date, time, and location of the meeting at which a quorum will be determined, if the association’s governing documents require a quorum, and at which ballots will be counted.
  3. The list of all candidates’ names that will appear on the ballot.
  4. Individual notice of the above paragraphs shall be delivered pursuant to Section 4040 if individual notice is requested by a member.
  5. If the association’s governing documents require a quorum for election of directors, a statement that the board of directors may call a subsequent meeting at least 20 days after a scheduled election if the required quorum is not reached, at which time the quorum of the membership to elect directors will be 20 percent of the association’s members voting in person, by proxy, or by secret ballot. [NOTE: The notice will need to be revised if the association's bylaws establish a percentage lower than 20 percent.]

Recommendation: To avoid the expense related to adjourned meetings, associations should amend their bylaws to eliminate quorum requirements for the election of directors. In addition to eliminating quorum requirements for the election of directors, associations should consider eliminating cumulative voting and proxies.

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