agenda

is a notice in advance to the members of what actions can potentially be taken at an annual members meeting or board meeting. It is a requirement of the Open Meetings Act. Agendas allow members and directors to determine which meetings will feature an issue of concern to them. Once an item is placed on the agenda, it may be considered at that meeting or, as “old business”, at a future meeting. To ensure that association business is conducted transparently, actions which are not listed in the agenda (other than certain emergency situations) cannot be taken at the meeting. “Actions” do not include matters which are merely reported or discussed, for instance during open form or public comment period. If the board is conducting a closed or executive meeting, an agenda must still be posted, but the nature of the issue will be stated in general terms.

annual members meeting

is the (usually) yearly opportunity for the members to gather to consider the affairs of the association. Often includes a members election meeting. An agenda and advance notice of the date, time and location of the meeting is required. Since the board of directors and manager actually run the association, the actions of the members at the meeting are generally limited. At a typical meeting, the votes for directors and propositions will be counted (the “election meeting”), a report on the association’s affairs may be presented, and during open forum the members can speak their minds (which they can also do at a board meeting) and perhaps connect with other members who share their concerns and would like to do something about them. Other than the requirement in the Davis-Stirling Act that the association conduct an election of directors at least every four years, how often the members actually meet is set by the governing documents – it can be more or less often than annually. Additional “special meetings” of the members can be called by the board of directors or by petition of the members. The right of the members to formally meet can be enforced by them if the board of directors refuses to cooperate.

assessment increase approval

is the right of the members to vote on whether the association’s regular assessment can be increased more than 20%, or whether a special assessment of more than 5% of the annual budget can be imposed. One of the rare matters on which the members can directly overrule decisions of the board of directors. See also recall vote and veto of rule change.

association

is the legal entity which owns the common area and governs the rest of the property in the condominium. Although generally called an association, it has most of the legal features of a corporation, in which the members correspond to the shareholders of a business corporation. It is often referred to as the HOA.

board meeting

is the gathering of the directors to make decisions affecting the association. The directors can only act while meeting, with an agenda posted where it can be viewed in advance by the members, and with the members having an absolute right to attend and observe. The only exceptions are when the directors meet, in what is called a “closed” or “executive session”, to discuss legal issues, personnel matters, matters involving violations by or financial issues of a member, among others, which members do not have a right to observe. Except in emergencies, the directors can only make binding decisions on issues which have been announced in advance in a posted agenda; this ensures that the affairs of the association a conducted openly under the requirements of the Open Meeting Act, and the directors cannot generally act on the affairs of the association outside of a meeting.

board of directors

are selected members who as a group, have the full authority to supervise the operations and affairs of the association, except for the very limited kinds of decisions which by the governing documents or the Davis-Stirling Act have to be made by the members. The board usually meets monthly or bimonthly. The directors elect from among themselves the officers of the association (president, chief financial officer, etc) to supervise the day to day affairs of the association, but as a practical matter the association is run by a professional manager who is an employee of the association, or of a management company hired by the association, always subject to the direction of the board of directors. The members have no direct authority to run the association or make decisions for it, and cannot generally directly overrule decisions of the board. For exceptions, see veto of rules, recall vote, and assessment increase approval.

campaigning

by members during an election or other vote of the members is a carefully protected activity under the Davis-Stirling Act and the election rules, and perhaps the governing documents as well. In connection with the election of directors and other votes of the members, members have the right to, among other things, meet in the common area, post signs of limited sizes, and include information in newsletters, websites and other media that the association may provide. There are severe limits on campaigning by the officers, directors and the association in their official capacity.

Civil Code

is the catch-all portion of the California statutes, covering, according to its table of contents, “Persons”, “Property”, “Obligations” and “General”. The Davis-Stirling Act, governing most associations, condominiums and other common interest developments, lives in the General part.

common area

is the portion of the condominium which is generally accessible to all of the members of the association, as distinguished from the units or separate interests, which are exclusive to the member who owns it. May include lawns, streets, parking lots, a meeting hall, or amenities like tennis courts and other facilities. Becomes important during elections or other votes by the members because the Davis-Stirling Act and election rules, and possibly the governing documents, require it to be available for free and otherwise on reasonable terms to the members to meet and discuss association issues and for campaigning generally.

common interest development

is the blanket term for various kinds of shared ownership of real property which feature, to some degree, the shared right to use some portions of the property (the “common area”). In addition to condominiums, it also includes co-operative apartment complexes (”co-ops”), commercial associations, and several others. The law governing them is largely found in the Davis-Stirling Act, found in Civil Code, and the portions of the Corporations Code governing Nonprofit Mutual Benefit Corporations

condominium

is a form of group ownership of real property. The member owners each individually own a part of the property (usually, their homes, which are referred to as their “separate interest” or “unit”), and the association owns the rest of the property (the “common area”), which is typically accessible to all the members. The members control the common area by their right to elect the association’s board of directors. The association’s governing documents place some limits on what the members can and can’t do in the common area, prohibit some activities inside the member’s units, and state the obligations of the members to the association and other members and residents. “Association”, “HOA” and “condominium” are often used interchangeably, but condominium refers to the property, and association and HOA refer to the organization that owns and manages it.

Corporations Code

is the location of California statutes affecting the different forms of corporations and other organizations. For many years, condominium associations, being organizations which are supposed to be operated for the mutual benefit of their members, and not for profit, were governed by the provisions for non-profit mutual benefit corporations. After the Davis-Stirling Act was passed, many of the laws concerning condominium associations were moved into the Civil Code, but quite a few were left in the Corporations Code, to the enduring confusion of lawyers and civilians alike.

cumulative voting

is a voting procedure designed the protect the interests of members who, while not a majority, are still a substantial proportion of the membership. If members coordinate their votes carefully, it allows a minority of members to ensure that at least one candidate of their choosing is elected to the board of directors. It works by allowing members to group their votes. For instance, if the board consists of three directors, and all three are to be elected, each member would get three votes. In ordinary voting, the member gives one of those votes to each of up to three candidates. In cumulative voting, the member can give some or all of those three votes to just one candidate. With cumulative voting and a three member board of directors, 1/3 of the members can ensure one candidate of their choice is elected.

Davis-Stirling Act

is the primary source of California law governing condominiums, associations, HOAs, and other common interest developments. It was enacted in 1985, and extensively revised in 2014, as part of the Civil Code. Since condominiums and other common interest developments are usually nonprofit mutual benefit corporations (even if they are called “associations”), they are also subject to provisions in the Corporation Code and other codes. Stirling, by the way, refers to Lawrence Stirling, now a senior partner of a prominent law firm which represents HOAs, and Davis is Gray Davis, who readers of a certain age will remember as being the governor of California until he was recalled by the voters and replaced by Arnold Schwarzenegger, largely for reasons other than the Davis-Stirling Act.

director

is a member who has become one of the association’s board of directors through an election of directors.

double-envelope voting system

is a procedure for voting by mail, ensuring that only authorized members can vote, while keeping how they voted secret. The members place their marked paper ballot (which does not show whose ballot it was) into a sealed envelope (which also does not show whose ballot it contains), and then placing that envelope inside another sealed envelope, on which the member’s name, unit number, and signature are placed. The “outside” envelope is then mailed to the election inspector, or placed in a ballot box before the the election meeting begins. The outside envelope, unopened, is used to identify the voter. The outside envelope is opened and, after the “inside” envelope is removed, set aside and preserved in the association’s records. The inside envelope, mixed with all of the others, is then opened, the ballot is removed, and the ballots are counted.

election by acclamation

is a procedure for simplifying and reducing the cost of elections of directors, at least in theory, when the number of candidates is less than or equal to the number of directors to be elected. Requires additional steps in the pre-ballot part of the election process. It is an option required by the Davis-Stirling Act to be available to the association. If, after the deadline for members to nominate candidates for election to the board of directors, the number of nominees is no more than the number of directors to be elected, the board of directors has the option to declare that those nominees will be automatically elected at the time of the election meeting, and therefore no ballots will be sent to the members. Eliminates the need to get a quorum of members for voting. Since the cost savings are mostly due to not having to print, stuff and mail the preballot notice and ballots, election by acclamation will likely be less important if the association decides to use electronic online voting.

election inspector

is an independent third party who the board of directors is required by the Davis-Stirling Act to hire to conduct elections of directors and other votes by the members. Due to some very egregious examples of shenanigans by directors or members trying to maintain control of an association they otherwise didn’t have the votes to keep, the legislature has been for the past dozen years tightening up the laws governing associations to ensure that members have their proper say in how their association is run. The election inspector is one of those safeguards. The board of directors may choose to engage either one or three elections inspectors, who must not be directors, officers, managers, candidates, someone who provides services to the association under contract, or close relatives of any of those.

election meeting

is a gathering of the members to conduct the association’s election of directors, or other matter on which the members are entitled to vote (such as changes to the governing documents, rejection of operating rules adopted by the directors, approval of some regular or special assessments from the members, recall of some or all of the directors, and other propositions). At the meeting, the election inspector will determine if a quorum of members has voted or attended the meeting, consider comments or objections involving the election, resolve issues that arise, determine whether the meeting should be delayed and the voting reopened, count the votes on ballots received, and often announce the results. Other matters may be considered by the members if included on the posted agenda for the meeting.

election of directors

the the process by which the members decide, directly or indirectly, who they wish to supervise the association for them by putting them on the board of directors. Someone can become a director by:

• getting the most votes in the association’s annual election;

• when the number of members who were nominated are no more than the number of vacant positions on the board, by the board voting to declare the nominees “elected by acclamation”; or

• when a vacancy exists between elections, by being appointed by the vote of the other directors to the board until the next election.

The election of directors is the primary way members participate in running the association, rather than by running it directly themselves.

election rules

are written procedures adopted by the board of directors which set out, within the limits of the Davis-Stirling Act and other California laws, how the election of directors and other matters on which the members may vote are conducted. The association is required to have election rules. The Davis-Stirling Act lists some matters which have to be included, and the remainder are as determined by the directors as long as the rules are “reasonable”. The rules generally include how candidates are nominated, when and where the election meeting will be held, how the vote will be conducted, campaigning rules, and the appointment and powers of the election inspector; requirements for quorum , proxies, qualifications of directors and other matters may also be covered.

electronic online election

is a vote of the members conducted through the internet instead of using paper ballots sent in the US mail using the double envelope voting system. Generally, a member receives notices by email about the election, and a link to the electronic secret ballot allowing the member to vote. The ballot generally looks similar to, or may actually be, a website. Elections or other votes on any other subject may be conducted online except for votes concerning regular or special assessments, which must still be conducted with paper ballots using the double envelope voting system.

electronic secret ballot

is what a member will receive (usually by email) to cast the member’s vote in an electronic election. There are statutory safeguards to make sure that members entitled to vote receive their ballots, that their ballot is securely received, that the member gets a receipt for their ballot, that only members vote, and that the ballot cannot afterwards be linked to the member so as to reveal how the member voted.

executive meeting

(sometimes called a “closed meeting”) is a portion of a board meeting which is not open to the other members to attend. It allows the directors to consider matters which by law have to be kept confidential. The matters which may be considered are limited to:

• legal and litigation

• personnel

• hearings on rule violations

• assessment and other collections and payment plans

• disability accommodation requests

• entering into, modifying or terminating contracts

• censuring a board member

An agenda for the executive meeting must still be posted, but the description of the matters to be acted on will not be any more detailed than the list above. After the executive portion of the board meeting is concluded, a public announcement must be made describing, in general terms, what actions were taken.

floor nomination

is another way to nominate a candidate for director, by making a motion “from the floor of the election meeting” (ie, by one of the members attending the election meeting). May or may not be allowed under the association’s governing documents, and prohibited by the Davis-Stirling Act in electronic online elections. An important procedure when elections were conducted in one meeting session (nominations, voting by public showing of hands, counting votes) at the annual members meeting, it is now rare, and almost futile when it is used, since almost all votes will have been irrevocably cast by mailed ballots or secret electronic ballots long before the election meeting.

governing documents

are the documents which specify how the association and the condominium are operated. They include the association’s articles of incorporation or association, its bylaws, and its declaration of covenants, conditions and restrictions (often called just the “declaration” or the “CCRs”), and possibly other documents. Generally, the articles establish the legal existence of the association, the bylaws determine how the association is run, and the CCRs set the rights and responsibilities of the members as owners of units in the condominium, users of the common area, and as members of the association. Particular provisions may be found in any of those documents, depending on who wrote them and when. The governing documents are legally binding, and may be changed only by the vote of the members, generally by a super majority. The governing documents should be distinguished from the association’s operating and other rules, which are made and can be changed by the board of directors to cover day to day issues involving the association, its members, and their units.

HOA

stands for “homeowners association”, and refers to the association and, less correctly, to the condominium.

individual notice

is a notice which the governing documents or the Davis-Stirling Act (or other California law) requires to be sent directly to each member by the association, rather than just posted on the association’s bulletin board or website (”posted notice”). Ballots and the association’s annual disclosures are examples of documents for which individual notice must be given.

majority

or “majority of the vote” is the usual standard under which candidates are elected or propositions approved. All that is required is a plurality, unless the governing documents require a greater vote (such as a super majority).

manager

is a professional person who runs the association and the condominium for the benefit of the members, always under the supervision of the board of directors, and may be either an employee of the association, or of a company hired by the directors for the association. The manager is responsible for collecting assessments, paying bills, supervising the upkeep and repairs of the association’s buildings and other property, and enforcing the governing documents and operating rules of the association. The manager advises the board, but does not have the ultimate legal decision-making authority the Davis-Stirling Act gives to the board of directors.

member (of the association)

is someone who, by owning a unit in the condominium or other common interest development, has the right, among other benefits, to vote for the association’s board of directors and other matters requiring the members’ consent. Members generally have the same relation to the association as shareholders have to a business corporation. Members can be natural persons, the trustee of a trust, or a legal entity such as a corporation, partnership or limited liability company. The words “member” and “owner” are often used interchangeably. One source of frequent confusion is that the statutes, governing documents, and operating rules often refer to a “member” without making it clear that although a unit may have several owners, and all of those owners have the rights of a member of the association, all of those co-owners only count, for voting purposes, as a single member. In other words, no matter how many owners a unit may have, all of them together only get one vote, and it is up to them to decide how to cast it.

nomination

is designating someone as a candidate for election to the association’s board of directors. An election process begins with a request that members of the association nominate themselves or another member by a written notice to the association. Depending of the association’s rules and decisions by the board, it may also be possible to nominate someone later by writing their name in on the ballot (”write-in nomination”) or as late as during the election meeting (”floor nomination”). Only members of the association may be nominated. The association may have additional qualifications for directors, which are limited by the Davis Stirling Act. A member, such as a corporation, partnership or limited liability company, which is not a natural person, may designate a natural person as the member’s candidate even if the person is not a member themselves.

Nonprofit Mutual Benefit Corporation

are business and other entities which are essentially owned by their customers, and operated for the customers’ benefit. Examples are most credit unions, many insurance companies, co-op grocery and other stores and, of course, HOAs and other common interest development associations. Many of those entities share statutes governing them, and those shared statutes are found in the Corporations Code; those specific to HOAs are found in the Davis-Stirling Act.

notice

is any document or other information which is required by the governing documents or the Davis-Stirling Act (or other California law) to be given to the members by the association. Depending on what the notice contains, it can be either posted on a bulletin board or the association’s website (also called general or posted notice), or given to each member directly by individual notice.

officer (chief executive officer (president), vice president, secretary, chief financial officer (treasurer))

are the officials required by statute (Corporations Code) to, in theory, manage the day to day affairs of the association under the overall supervision of the board of directors. The members elect the directors, and the directors elect the officers. Under the Davis-Stirling Act, the officers have to be directors and directors have to be members). In practice, since the directors and officers are unpaid part time volunteers, the affairs of the association are really conducted by the association’s manager, and the role of the officers are limited to attending board meetings, getting information from and supervising the manager, and signing documents on behalf of the association.

open meeting

of the board of directors is a portion of the meeting which the members have a right to attend and observe. All business of the association conducted by the board must be at an open meeting, except for the very limited confidential matters which have to be considered at a closed or executive meeting.

Open Meeting Act

is a California law in the Civil Code (and expanded in other provisions of the Davis-Stirling Act and the Corporations Code) which requires that board meetings and decisions of the directors be conducted openly, with prior public notice of the time and place, an agenda, and minutes recording the actions taken. Actions taken in violation of the Open Meeting Act are invalid. Some emergency situations are exempt from these requirements.

open forum

(or public comment period) is a portion of a board meeting or annual members meeting in which members may speak directly to the board and members present about issues involving the association. Meetings must include an open forum. Unless the issue under discussion is included on the agenda, however, the board or members may not take action on it, other than to briefly answer a question or acknowledge the statement. Reasonable time limits on a member’s or director’s statements, and decorum, may be enforced.

paper ballot

is the document used by a member to vote who has opted out of voting by electronic secret ballot, or in an election in which electronic voting is not offered or permitted. It is cast and returned to the election inspector using the double envelope voting system.

parliamentary procedure

is any method of conducting a board meeting or members meeting in an orderly fashion, in which those in attendance have a reasonable opportunity to speak and to participate in decisions, arrived at openly and fairly. The Davis-Stirling Act requires that all members and directors meetings must be conducted according to “a recognized system of parliamentary procedure”. Typically, although not necessarily, the procedure used is based on Robert’s Rules of Order.

plurality

is a simple majority of the votes cast, if there are only two choices (yes / no, or two candidates for a single position), or the greatest number of votes (if there are three or more choices or candidates)

In an election by a plurality, it does not matter how few or many votes are cast. See also supermajority.

proxy

is a document in which a member (the “granting member”), who is unable or unwilling to vote directly, gives another member (the “proxy holder”) the right and power to cast the granting member’s vote in an election or other vote of the members. There are strict statutory requirements for proxies. The proxy is ineffective unless it is delivered to the election inspector before the voting closes. The proxy is not the vote itself; on receiving the proxy, the election inspector will give the proxy holder access to the electronic online voting system, or a paper ballot and the envelopes needed in the double envelope voting system, to cast the actual vote secretly.

posted notice

(or general notice) is one method by which documents or other information is given to the members by the association, by publicly posting it on a community bulletin board or the association’s website. Notices of board meetings and the agenda for the meeting, for example, usually need only be posted. As a courtesy, associations may also send the notice to the members individually by, for instance, email. See also individual notice.

quorum

is the minimum number of directors who must attend a board meeting for actions taken to be legally binding; or the minimum number of members who have to participate in an election of directors or other vote for the vote or meeting to be considered legally held and binding.

Quorums are set by the association’s governing documents, or the Davis-Stirling Act (or other California law), to ensure that actions affecting the association are not taken by a small and possibly non-representative group of directors or members.

recall vote

is one of only three ways (the others are assessment increase approval and veto of rule change) the members can override the authority of the board of directors, by removing one or more elected directors from office. Recall is initiated by members presenting a petition to the board. An election of directors to replace directors who lose the recall vote is usually conducted at the same time. Difficult to bring off successfully and apt to create deep and lasting divisions among the members, but the right of recall can be an important moderating effect on the directors.

is a book on parliamentary procedure originally written by an American army officer named Henry Robert in 1876. Robert saw a need for some kind of guide on how public meetings should be conducted, and drawing from both the rules used by the US Congress and those of the British Parliament, formalized familiar concepts such as a presiding officer, motions and voting, and who has the right to speak. It has become the de facto standard for how formal meetings are run in the US. Unfortunately or not, the original book is now in its eleventh edition, and due to the copyrights in the first four editions having expired, at least 19 other authors have published their own editions of Robert’s Rules (including, inevitably, “Robert’s Rules for Dummies”). Generally no one bothers to specify which book is supposed to be used.

special meeting

is a board meeting or meeting of the members held after a shorter notice than is required for a regular meeting, usually on specific and urgent matters which can’t wait for a regularly scheduled meeting. It still requires that the members be informed of the time and location of the meeting and an agenda by a posted notice.

super majority

is a requirement of the governing documents or the Davis-Stirling Act (or other California law) that some action can be taken by an association only if a certain minimum number of the members approve, such as two thirds. It may be a percentage of just the members actually voting, or it may be percentage of all of the members. The second kind can be especially hard for an association to achieve – not only would the association have to get, for instance, two thirds of its members to vote, but they would all have to vote Yes for the proposition they’re voting on to pass.

veto of rule change

is the right of the members to reject an election rule or other operating rule adopted by the board of directors. A vote is held in which the members are asked to accept or reject the rule. A petition signed by at least 5% of the members must be presented to the association. There are strict time limits under the Nonprofit Mutual Benefit Corporation law on how soon the petition must be presented and the vote must be held. See also recall vote and approval of assessment increase.

write-in nomination

is another method of nominating a candidate for election to be a director, by writing the candidate’s name on the ballot. The governing documents and election rules may or may not permit write-in nominations.