VOTING FOR AMENDMENTS
AND RESTATEMENTS OF DOCUMENTS

Unless your governing documents provide otherwise, voting may done entirely through the mail, with no voting at a meeting. Corp. Code §7513 provides that any action which may be taken at a membership meeting may be taken without a meeting provided:

• the association distributes a written ballot to every member entitled to vote on the matter;

• the ballot sets forth the proposed action;

• the ballot provides an opportunity to specify approval or disapproval of any proposal;

• the ballot provides a reasonable time within which to return the ballot to the corporation [this has been modified by Civil Code §1363.03(e) which requires at least 30-days of balloting)

• the ballot indicates the number of responses needed to meet the quorum requirement;

• the ballot states the percentage of approvals necessary to pass the measure submitted (except for the election of directors); and

• the solicitation specifies the time by which the ballot must be received in order to be counted.

Approval Requirements. Approval by written ballot is valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. Corp. Code §7513(b)

Secret Ballots. As provided for in Civil Code §1363.03(b), ballots must be secret and balloting must be done in accordance with written election rules. In addition, the counting of the ballots still takes place at a properly noticed meeting of the membership or the board. Civil Code §1363.03(f)

Extended Voting. Because of the high approval requirements found in older documents (often 75%), it will be difficult to obtain the necessary number of ballots. The Inspector of Elections may extend balloting one or more times to solicit ballots from apathetic voters. Civil Code §1363.03(c)(3)(f)&(h)

Court Approval. If, despite the board's best efforts, the association cannot reach the required amendment percentages because of apathy, the board can seek court approval.

Updated by ADAMS KESSLER 9/8/2008