California HOA Board Elections

Section 1: Overview — How board elections are governed in California

California runs the most prescriptive board-election procedure in the country. The state requires a secret ballot, and it requires an independent inspector of elections — and the governing documents generally cannot waive either one. The Davis-Stirling Common Interest Development Act, codified at Cal. Civ. Code § 4000 et seq.,¹ is the single body of law that governs common interest developments in California. The detailed election machinery sits at Cal. Civ. Code §§ 5100 to 5145. Those sections require associations to elect directors by secret ballot (§ 5100)² and to put the count in the hands of one or three independent inspectors of elections (§ 5110).³ When seats go uncontested, an association may seat qualified candidates by acclamation under § 5103 — but only if it meets the statute's notice and timing conditions.⁴ Where Davis-Stirling says nothing, the Nonprofit Mutual Benefit Corporation Law (Cal. Corp. Code § 7110 et seq.) fills the gap on director qualification, term, removal, and vacancy, because most California associations incorporate as nonprofit mutual benefit corporations.⁵ California is the model prescriptive-procedure state. UCIOA states and CC&R-primary states leave the election mechanics to the bylaws; California writes the core mechanics into statute and makes them mandatory.² The sections that follow lay out the framework, the working mechanics, and the recent moves in the legislature and the courts.

Section 2: The election framework

2A. The Davis-Stirling election statutes

The Davis-Stirling Act (Cal. Civ. Code § 4000 et seq.) is the single statutory framework for condominium projects, planned developments, stock cooperatives, and community apartment projects. California does not split election law between condominiums and planned communities.¹ The election-procedure sections run from § 5100 to § 5145. Section 5100 requires a secret ballot for electing and removing directors, amending the governing documents, granting exclusive use of common area, and approving assessments that need a member vote — and it says so "notwithstanding any other law or provision of the governing documents." It also requires an association to hold an election for a board seat at least once every four years.² Section 5100 reaches both incorporated and unincorporated associations, and when it conflicts with the Nonprofit Mutual Benefit Corporation Law on elections, Davis-Stirling wins.² Section 5105 requires every association to adopt election operating rules through the rule-adoption procedure. Those rules govern equal access to association media, access to common-area meeting space, candidate qualifications, nomination procedures, voter and candidate lists, and the choice of inspector — and the association cannot amend them within 90 days of an election.⁶ The statute then layers the notice. Under § 5115, the association gives general notice of the nomination procedure and deadline at least 30 days before that deadline, general notice of the election details at least 30 days before it distributes ballots, and the ballots themselves at least 30 days before the voting deadline.⁷ The civil remedy sits at § 5145: a court may void an election when the association fails to follow the election procedures or its own adopted rules, a prevailing member collects attorney's fees and costs plus a civil penalty of up to $500 per violation, and the member must sue within one year.⁸ This mandatory machinery sets California apart from the UCIOA and CC&R-primary states, where the declaration and bylaws supply most of the election mechanics.

2B. The inspector of elections and ballot procedure

Section 5110 requires the association to select one or three independent third parties to serve as inspector or inspectors of elections.³ The statute lets the association pick a volunteer poll worker, a licensee of the California Board of Accountancy, or a notary public, among others. An inspector may be a member, but may not be a director, a candidate, a relative of a director or candidate, or anyone the association already pays for other services.³ The inspector decides who may vote and how much voting power each member holds, rules on proxies, receives and tabulates the ballots, and determines the result. Section 5115 sets the double-envelope secret-ballot procedure: the voter seals the ballot inside an unsigned inner envelope, then places that envelope inside a second envelope, signs it, and addresses it to the inspector.⁷ The inspector counts the ballots in public at a properly noticed open meeting (§ 5120),⁹ and keeps the sealed ballots through the one-year challenge period (§ 5125).¹⁰ For uncontested elections, § 5103 — added by Assembly Bill 502 (Davies), "Common interest developments: election requirements," Chapter 517, Statutes of 2021 (approved October 5, 2021; effective January 1, 2022) — lets an association seat qualified candidates by acclamation. But the association must have held a regular election in the prior three years, must give individual notice at least 90 days before the nomination deadline and a reminder 7 to 30 days before it, and the board must vote to seat the candidates at an open meeting.⁴ AB 502 deleted the old requirement that an association hold 6,000 or more units to use acclamation, opening the procedure to every association.¹¹ These requirements are mandatory; the declaration and bylaws cannot waive them.

2C. Director qualifications, corporate law, and the limited role of the bylaws

Davis-Stirling fixes the election procedure but leaves a few structural choices to the governing documents. The bylaws set board size under the Nonprofit Mutual Benefit Corporation Law (Cal. Corp. Code § 7151),¹² and the articles or bylaws set the director term, subject to a statutory cap of four years; absent any provision, the term runs one year (Cal. Corp. Code § 7220).¹³ Section 5105 requires the association to disqualify a nominee who is not a member, and it lets the association add qualifications — such as staying current on assessments — through the bylaws or election rules, as long as it applies any disqualification equally to sitting directors.⁶ The Nonprofit Mutual Benefit Corporation Law (Cal. Corp. Code § 7110 et seq.) fills the corporate gaps on director qualification, term, removal, and vacancy wherever Davis-Stirling is silent.⁵ The order of precedence runs in this sequence: the mandatory Davis-Stirling election provisions first, then the declaration and bylaws within the statutory limits, then the Corporations Code gap-fillers, then the operating rules. The practical point is plain — in California the statute, not the bylaws, controls the core election procedure. The state has no dedicated HOA regulator, and it does not require community association managers to hold a state license.

Section 3: Election mechanics

A. Eligibility and nominations

A nominee must be a member of the association at the time of nomination, and Cal. Civ. Code § 5105 makes that disqualification mandatory.⁶ An association may add candidate qualifications — for example, requiring a candidate to stay current on regular and special assessments — but only through its bylaws or election rules, and it must apply any such qualification equally to sitting directors (§ 5105). The election rules must spell out the nomination procedures, and a procedure is unreasonable if it stops a member from nominating themselves (§ 5105). That requirement is mandatory.

B. Notice, annual meeting, and quorum

Section 5115 sets a mandatory notice sequence: general notice of the nomination procedure and deadline at least 30 days before that deadline, general notice of the election details at least 30 days before the association distributes ballots, and ballot delivery at least 30 days before the voting deadline.⁷ The association must hold a regular meeting to elect directors in any year directors are up for election under Cal. Corp. Code § 7510,¹⁵ and it must hold an election at least once every four years under § 5100. A quorum is required only if the governing documents or the law impose one. When a director election misses quorum, § 5115 lets the association reconvene at least 20 days later, where the quorum drops to 20 percent of the members unless the governing documents set it lower.¹⁷

C. Voting methods, proxies, and ballots

The secret ballot is mandatory for director elections and recalls under Cal. Civ. Code § 5100, and the association runs it through the double-envelope procedure of § 5115.⁷ Since January 1, 2025, an association may conduct elections by electronic secret ballot if it adopts a conforming election rule — though votes on regular or special assessments stay on paper (§§ 5105, 5110).¹⁶ Cumulative voting is available only if the governing documents provide for it (§ 5115). The inspector counts the ballots in public at an open meeting (§ 5120) and holds them through the one-year challenge period (§ 5125).¹⁰ These provisions are mandatory.

D. Terms, vacancies, removal, and recall

The articles or bylaws fix director terms, the statute caps them at four years, and the term defaults to one year when no provision sets it (Cal. Corp. Code § 7220); a holdover director stays until a successor is elected.¹³ Members may remove directors with or without cause. The threshold turns on the association's size under Cal. Corp. Code § 7222 — a majority of all members in associations under 50 members, and a majority of a quorum in associations of 50 or more — subject to the cumulative-voting protection that can shield an individual director.¹⁸ A removal or recall vote is an election of directors, so it must follow the secret-ballot procedures of § 5100 et seq.² The association fills mid-term vacancies as the Corporations Code and the governing documents provide (§ 7224).¹⁹

Section 4: Recent legislative and judicial activity

A. Recent bills

B. Recent appellate rulings

C. Active legislative debates

California's two-year legislative cycle keeps producing proposals that touch director elections, quorum, candidate qualifications, and electronic voting. Boards and counsel should track the pending Davis-Stirling bills on leginfo.legislature.ca.gov, watching for any measure that would amend the §§ 5100 to 5145 range.

Section 5: National positioning and related coverage

California is the model prescriptive-procedure state, and it is also the largest market. The Foundation for Community Association Research reports that California leads the nation with roughly 51,250 associations serving more than 14 million residents.²⁴ The Davis-Stirling Act sets mandatory secret-ballot, inspector-of-elections, and election-rule requirements that the governing documents cannot waive, which makes the core of a board election a matter of statute rather than private contract. That puts California at one end of a national spectrum. UCIOA states such as Alaska, Colorado, Connecticut, Delaware, Vermont, and Washington set a statutory framework but leave more of the election detail to the bylaws, while CC&R-primary states such as Alabama, Arkansas, and Mississippi treat elections as largely contractual matters that the declaration governs. For a multi-state operator entering California, the implication is direct: the statute, not the bylaws, controls the core election procedure, and a defective election carries a statutory remedy that can void the result and shift the fees.

Federal frameworks — the Fair Housing Act, the Americans with Disabilities Act, the Fair Debt Collection Practices Act, the Servicemembers Civil Relief Act, and the OTARD rule — also reach California associations regardless of the state framework.

1. Cal. Civ. Code § 4000 (Davis-Stirling Common Interest Development Act, short title) ↩
2. Cal. Civ. Code § 5100 (director elections and removals held by secret ballot; election for a board seat at least once every four years; Davis-Stirling prevails over the Nonprofit Mutual Benefit Corporation Law on elections) ↩
3. Cal. Civ. Code § 5110 (independent inspector or inspectors of elections required; one or three; eligibility and duties) ↩
4. Cal. Civ. Code § 5103 (election by acclamation; prior regular election within three years; 90-day initial notice; 7-to-30-day reminder; board vote at an open meeting) ↩
5. Cal. Corp. Code § 7110 et seq. (Nonprofit Mutual Benefit Corporation Law; gap-filler for director qualification, term, removal, and vacancy) ↩
6. Cal. Civ. Code § 5105 (election operating rules required; equal access to association media; candidate qualifications; self-nomination; no amendment within 90 days of an election) ↩
7. Cal. Civ. Code § 5115 (ballot and voting procedure; double-envelope secret ballot; 30-day nomination notice; 30-day pre-ballot notice; ballots delivered at least 30 days before the voting deadline; reduced reconvened-meeting quorum) ↩
8. Cal. Civ. Code § 5145 (enforcement; court may void the election; attorney's fees and costs; civil penalty up to $500 per violation; one-year limitations period) ↩
9. Cal. Civ. Code § 5120 (ballots counted in public at a properly noticed open meeting) ↩
10. Cal. Civ. Code § 5125 (inspector retains custody of the ballots through the one-year challenge period) ↩
11. AB 502 (Davies), Common interest developments: election requirements, Chapter 517, Statutes of 2021 (approved Oct. 5, 2021; extended acclamation to all associations) ↩
12. Cal. Corp. Code § 7151 (bylaws set the number of directors, or a stated minimum and maximum) ↩
13. Cal. Corp. Code § 7220 (director term not longer than four years; one-year default; staggered terms; holdover until a successor is elected) ↩
14. California Department of Real Estate (subdivision public reports; declarant-control termination) ↩
15. Cal. Corp. Code § 7510 (regular meeting of members held in any year directors are to be elected) ↩
16. AB 2159 (Maienschein), Common interest developments: association governance: elections, Chapter 383, Statutes of 2024 (electronic secret ballot authorized except for assessment votes; amends Civ. Code §§ 5105, 5110, 5115, 5120, 5125, 5200, 5260; effective Jan. 1, 2025) ↩
17. Cal. Corp. Code § 7512 (quorum at a meeting of members; reconvened-meeting quorum) ↩
18. Cal. Corp. Code § 7222 (removal of directors with or without cause; thresholds by association size; cumulative-voting protection) ↩
19. Cal. Corp. Code § 7224 (filling vacancies on the board; resignation of a director) ↩
20. AB 2460 (Ta), Common interest developments: association governance: member election (amends Civ. Code § 5115 and Corp. Code § 7512; effective Jan. 1, 2025) ↩
21. AB 1458 (Ta), Common interest developments: association governance: elections, Chapter 303, Statutes of 2023 (reduced 20 percent quorum for reconvened director-election meetings) ↩
22. Arroyo v. Pacific Ridge Neighborhood Homeowners Assn., No. D084293 (Cal. Ct. App., 4th Dist., Div. One, filed Nov. 4, 2025) (unpublished) ↩
23. Lake Lindero Homeowners Assn., Inc. v. Barone (2023) 89 Cal.App.5th 834 (Cal. Ct. App., 2d Dist., Div. Three) ↩
24. Foundation for Community Association Research, 2024 Statistical Review (California: roughly 51,250 associations; more than 14 million residents) ↩