Does Your Association Have Quorum Requirements?
During last year’s California legislative session Assembly Bill 1458 reduced the HOA meeting quorum requirements (if they are stated in the association’s governing documents or required by statute). 1458 easily passed the Assembly and Senate in 2023 and was signed into law by the governor.
If a quorum is not achieved no vote to elect board members is permitted and the board may not act. Achieving a majority of voting homeowners attending a board meeting in person is typically due most often to member apathy.
No Quorum Means No Action
The subject of establishing a quorum in order to elect new HOA board members has been contentious in the past as meeting quorum requirements and determining exactly who may vote has often been an issue. Unlike municipal elections where a quorum of voters is not required in order to determine who is elected, HOAs may have quorum requirements.
Unfortunately, the language in AB 1458 was so confusing that a “clean up” bill, AB 2460, was introduced. However, even that bill has been amended five times to better define and clarify what determines quorum.
Quorum Quirks
When a sufficient number of association voting members fail to show up or vote, a new board cannot be elected and seated. In those cases the existing board may remain seated until voted out in a subsequent election… either in person or by proxy, or via mail-in voting as determined by the HOA’s governing documents. And, that was the main opposing argument to the bill… namely, board members weren’t replaced by election and so they remained a “tyranny by a few over the many” as it was once characterized. As a result, without the required quorum the meeting would be adjourned.
AB 2460 attempts to fix this situation by allowing another board meeting to be convened to conduct a new election with a lower quorum of only 20% of the voting membership. The date of the subsequent meeting must be at least 20 days after the adjourned proceeding, at which time the quorum required for purposes of a reconvened membership meeting would be 20% of the voting members present in person, by proxy, or by secret written ballot received. (The 20% does not apply if an HOA's governing documents provide for a voting quorum of less than 20% of the association's members...typically in very small associations.)
Even so, as passed to the Governor in late August (who had problems with earlier versions of a related bill, AB 2159), legislative staff has noted “...the continuing flaws in these two bills ...include our belief that they 1) leave the procedure open to challenge, 2) do not provide guidance for the safeguarding of unopened ballots, 3) and fail to address the fundamental problem of a lack of participation” by association members. This portends that another bill may be introduced in 2025 to clean everything up!
Rather than list all these policy changes I will gladly email the bill to you upon your request using the “contact” page herein. 2460 barely got passed by deadline time and has been sent to the Governor for his action. I expect him to sign it into law and if so, it will take effect on January 1, 2025.
HOALAWS will keep you apprised on other important bills, such as the related bill, AB 2159. You may wish to share the information with your neighbors, the HOA Board, attorney and management team, if any.
FLASH NEWS !! The Governor signed this bill into law on September 22.