VOTING AND ELECTIONS

QUORUM
Following up on the prior question, if the vote can be conducted by written ballot, “secret ballot,” or electronically, what would be the applicable quorum and approval requirements?

The applicable quorum and approval requirements are the same as would generally apply to other association votes. If the documents are silent regarding quorum requirements for member votes, the quorum is 1/3 of the members (or less upon making proper notices). (Corps. Code § 7512(a)) On the question of approval, the matter carries if, upon achieving quorum, a majority of votes cast approve the action.

Section 1363.03(b) states that if a quorum is required by the governing documents of the association, each ballot received by the inspector of elections shall be treated as a member present at the meeting for purposes of establishing a quorum. Does this clause establish a quorum only for the four issues that are required to be voted upon by secret ballot, such as director elections and assessment increases, or is it a more general authorization?

Generally, the secret ballots required by Civil Code 1363.03 can establish quorum for purposes other than the election or removal of directors, amendment of governing documents, assessment increases, or conveyances of exclusive use easements; however, the quorum requirements for other actions might vary depending on the action proposed. For example, having a quorum for one purpose like a large special assessment might not be adequate to establish a quorum for the approval of a capital expenditure. This is the kind of question that requires an analysis of the association's governing documents by experienced counsel.

If the election of directors by secret ballot under Civil Code §1363.03 terminates in a membership meeting, do the ballots cast count towards a quorum for issues not on the ballot? An example might be the I.R.S. 70-604 rollover resolution that is not on the ballot but is to be voted at the meeting where the ballots are tabulated.

Yes. Section 1363.03(b), provides: “If a quorum is required by the governing documents, each ballot received by the inspector of elections shall be treated as a member present at a meeting for purposes of establishing a quorum.” This, however, does not relieve the Association of its notice and agenda obligations., if the quorum is less than one-third, the action to be voted on at the meeting where the ballots are tabulated must have been properly noticed in the notice to members (as required by Corps. Code §7512).