Membership Meetings Checklist
Nomination and Election Procedures
Associations must adopt election rules [CC §5105(a)], but the requirements of §§5100-5145 do not apply if the governing documents provide that one member from each separate interest is a director. [§5100(f)] Every corporation must have reasonable nomination and election procedures given the nature, size and operations of the corporation. Certain specific requirements apply in corporations with 500 or more members and in corporations with 5000 or more members. [Corp. Code §7520-7525] Association funds may not be used for campaign purposes in board elections or in other membership votes. [CC §5135(a)] There are a multitude of additional requirements for election rules, requirements for independent inspectors of election and other detailed requirements that are stricter or different from the requirements set forth in the Corporations Code. Consult the relevant statutes and your community association counsel for those requirements. [CC §§5100-5145]
Parliamentary Procedure Adoption
Adopt a recognized system of parliamentary procedure, and/or other parliamentary rules for conducting membership meetings. It’s a good idea, but not mandatory for board meetings. [CC §5000] Some governing documents require use of a specific system of parliamentary procedure (like Robert’s Rules of Order) for member meetings, but most do not specify the system of procedure. Even if Robert’s Rules is specified, there are numerous books entitled Robert’s Rules of Order, so if Robert’s Rules is specified, it is best to identify which title, publisher and date you are using.
Election Inspectors
Appoint 1 or 3 election inspectors in advance of the annual meeting and any membership vote by secret ballot to perform the duties specified in the statute. Bylaws or election rules may set the number of inspectors at 1 or 3 and specify additional qualifications for the inspector(s) beyond those set forth in Civil Code Section 5110. Civil Code controls over Corporations Code in the event of conflict. [CC §5100(e)]
IRS Revenue Ruling Needed?
Consult with the association’s accountant regarding the appropriate resolution, if needed, to adopt at the annual meeting for the treatment of any surplus income over expenses from the current fiscal year. [IRS Revenue Rulings]
Secret Ballots
Use a secret ballot and a double envelope system mailed to all owners at least 30 days in advance for all elections and recall votes of the board, membership votes regarding assessments, votes on amending the governing documents or the grant of exclusive use of common area under CC §4600. Associations can also amend their election rules to allow for voting by electronic secret ballot, except for a vote regarding regular or special assessments. [CC §5105(i)] There are a multitude of additional requirements for election rules, electronic secret balloting, requirements for independent inspectors of election and other detailed requirements that are stricter or different from the requirements in the Corporations Code. Consult the relevant statutes and your community association counsel for requirements. [CC §§5100-5145] There is a maximum of one year to file a civil action for a violation of the election procedures or statutes. [CC §5145;]
Written Ballots in Lieu of Meeting (not Secret Ballots)
Written ballots to members (used in place of a meeting) must meet many specific requirements to be valid. [Corp. Code §7513] Written Ballots are signed and dated by the voter and cannot be used when the Davis-Stirling Act requires a secret ballot.
Timing of Member Meeting Notices
Give written notice of membership meetings at least 10 and not more than 90 days before the meeting date. [Corp. Code §7511] If notice is given by mail, and the notice is not mailed by first-class, registered, or certified mail, notice must be given at least 20 days before the meeting. Notice of meetings at which directors are to be elected must be provided at least 30 days in advance and include the names of all those who are nominees at the time notice is given to members. [CC §5115(b)]
Topics Specified in Notice
Specify matters intended to be presented at the meeting in the notice of the meeting. [Corp. Code §7511(a)]
Special Meeting Petition
When a special meeting is called by a petition signed by the specified percentage of the members [Corp. Code §7510(e)], the Board must set the date, time and place of the meeting not less than 35 nor more than 150 days after receipt of the request and send notice within 20 days after receipt of the request, or the persons signing the request may give the notice. [Corp. Code §7511(c)]
Maximum Adjournment
No membership meeting may be adjourned for more than 45 days. [Corp. Code §7511(d)]
Proxies
An association is not required to prepare or distribute proxies. [CC §5130] Any proxy distributed to 10 or more members in a corporation with 100 or more members must include the chance to specify a choice between approval or disapproval of each matter or group of related matters intended to be presented at the meeting. [Corp. Code §7514] Proxies may not be used in lieu of a secret ballot. Any proxy holder must complete a secret ballot. Any instruction in a proxy that directs the manner of voting must be set forth on a separate page of the proxy that can be detached.
Proxy Validity
Consult the statutes for details on proxy validity. [Corp. Code §§7517 and 7613]. IMPORTANT: Under Corp. Code §7613(g) a proxy cannot be used for certain types of votes, including recalls, unless it mentions the general nature of the matter to be voted on. Many associations do not use proxies any longer after the secret ballot, double envelope system took effect. Under Corp. Code §7613(f), proxies can be prohibited only if the members amend the Bylaws or Articles to do so.
Cumulative Voting
Check the association’s Bylaws to determine whether cumulative voting is authorized.
Election Results
The results of any election (not just for the board), must be reported to the board, recorded in the minutes and published within 15 days to all members. [CC §5120(b)] Election materials must be kept for a minimum of one year. [CC §§5125 & 5145(a)]
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