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PETITION TO REMOVE DIRECTORS

Petition Percentage. Members may request a special meeting of the membership for the purpose of removing the entire board or individual directors and the election of new directors in the event the recall is successful. The petition must be signed by 5% or more of the membership (Corp. Code § 7510(e)). The low percentage can lead to abusive recall petitions, which associations can take steps to limit.

Stock Cooperatives. For stock cooperatives, the petition requirement is 10%. (Corp. Code § 600(d).)

Delivery of Petition. Delivery of the properly signed petition to the board is generally addressed in the bylaws. If not, personal delivery to any officer, director or managing agent is sufficient to put the board on notice and start the clock running on the board's duty to set a date for the meeting. The petition may also be sent by certified mail to any officer, director or managing agent.

Setting Meeting Date. Once a proper petition has been submitted to the board, the board must set a date for the meeting and send notice to the membership. The board must also prepare and send ballots as provided for in Civil Code § 5115(a).

Meeting Agenda. The only business that may be conducted at the special meeting is the recall of the directors and the election of new directors in the event the recall is successful. The notice of meeting shall specify those matters the board intends to present for action by the membership.

Limiting Abusive Recalls. There are dysfunctional elements in some associations that launch recall after recall to torment boards. They hover over each ballot count with another recall petition in hand in case the board survives the recall. Abusive petitioners will serve three or four recalls in a row to wear down directors and pressure them to quit. Such behavior need not be tolerated. Associations can adopt election rules to deal with serial recalls. Because neither the Davis-Stirling Act nor the Corporations Code address excessive recalls, we can turn to California's Elections Code for guidance. California puts the following restrictions on its recall elections:

Recalls may not be started against an officer of a city, county, special district, school district, community college district, or county board of education if: (a) the officer has not held office during the current term for more than 90 days; (b) a recall election has been determined in the officer's favor within the last six months; (c) the officer's term ends within six months or less. (Elections Code § 11007.)

Accordingly, it would be reasonable for associations to adopt similar restrictions. Associations should seek legal counsel on amend their election rules and/or bylaws to add a provision addressing serial recall elections.

More Information. For more information, see Recall Menu.

ASSISTANCE: For boards needing legal assistance, contact us. Because our law firm serves only as corporate counsel, we cannot assist individual owners with recall issues. To stay current with issues affecting community associations, subscribe to the Davis-Stirling Newsletter.

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