Must an HOA or CONDO Board Hold An Annual Meeting?

 I received this question recently (a fairly common one for that matter): “Our HOA did not have an annual meeting last year and does not plan to have one this coming year.  Their reason is they have not updated the CCR’s.  Can this be?  What regulatory should this be reported to?”

 First of all, failure to update documents is not a valid excuse for not calling a meeting, unless there is something in the documents that prevents it, or allows for no meeting in a year where no board members are elected. Second, an HOA or Condo Association Board is bound by its Bylaws to do what they say about meetings.

 All HOA and CONDO Association bylaws that I have seen call for at least one annual membership meeting, the purpose usually being to elect board members for vacant positions. Most HOAs or Condo associations have one year terms or longer “staggered” terms meaning that at least 1 or more of the board positions comes up for election each year. So, if the board is not having annual meetings it is most likely (I say that because I have not seen all HOA and CONDO documents AND because not all HOAs and CONDOs are incorporated) in violation of the association bylaws. 

 And if the bylaws are silent on membership meetings, the Corporations Code in California fills in the blanks requiring a membership meeting at least once each year “in which directors are to be elected ….”  And read on (below) to see what the rights are in Corporations Code Section 7510 to force a meeting:

“(b) A regular meeting of members shall be held on a date
and time, and with the frequency stated in or fixed in
accordance with the bylaws, but in any event in each year
in which directors are to be elected at that meeting for
the purpose of conducting such election, and to transact
any other proper business which may be brought before
the meeting.
    (c) If a corporation with members is required by
subdivision (b) to hold a regular meeting and fails to
hold the regular meeting for a period of 60 days after the
date designated therefor or, if no date has been designated,
for a period of 15 months after the formation of the corporation
or after its last regular meeting, or if the corporation
fails to hold a written ballot for a period of 60 days
after the date designated therefor, then the superior court
of the proper county may summarily order the meeting to be
held or the ballot to be conducted upon the application of a
member or the Attorney General, after notice to the corporation
giving it an opportunity to be heard.”

A couple other things to note: The new 2010 small claims court law allows a small claims court judge to give an injunction in cases where the law calls for it. I know of no case authority yet interpreting the law (without having to pay an attorney to take the association to Superior Court), but it seems to me a small claims court judge may order an HOA or Condo Association to hold a meeting under the above law. So that would be one place to test this theory out. Also, one can report the lack of meetings to the Attorney General of California, whose office has jurisdictions over Non Profit Mutual Benefit Corporations (which includes incorporated HOAs and Condo Associations). But don’t get your hopes up. A common response is that the office is too busy or that you can handle this through a civil attorney. The office is probably short on manpower more than ever these days, and I have seen and been told that this as a common response even in past years

 
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