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California Corporations Code §§ 7513 & 7615

Written ballots without a meeting

Most community associations are also nonprofit mutual benefit corporations, which means a second body of law governs how their members act. It permits a vote conducted entirely by written ballot, with no meeting at all — subject to arithmetic that catches associations out, and one flat prohibition.

Sections Corp. Code § 7513 · § 7615 Applies to associations incorporated as nonprofit mutual benefit corporations In force § 7513 from 2005-01-01 · § 7615 not stated in source Text verified 2026-10-10

Corporations Code § 7513 — the text

Action by Written Ballot Without a Meeting
Amended by Stats. 2004, Ch. 254, Sec. 26. Effective January 1, 2005.

(a)Subject to subdivision (e), and unless prohibited in the articles or bylaws, any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to every member entitled to vote on the matter. Unless otherwise provided by the articles or bylaws and if approved by the board of directors, that ballot and any related material may be sent by electronic transmission by the corporation (Section 20) and responses may be returned to the corporation by electronic transmission to the corporation (Section 21). That ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the ballot to the corporation.
(b)Approval by written ballot pursuant to this section shall be 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.
(c)Ballots shall be solicited in a manner consistent with the requirements of subdivision (b) of Section 7511 and Section 7514. All such solicitations shall indicate the number of responses needed to meet the quorum requirement and, with respect to ballots other than for the election of directors, shall state the percentage of approvals necessary to pass the measure submitted. The solicitation must specify the time by which the ballot must be received in order to be counted.
(d)Unless otherwise provided in the articles or bylaws, a written ballot may not be revoked.
(e)Directors may be elected by written ballot under this section, where authorized by the articles or bylaws, except that election by written ballot may not be authorized where the directors are elected by cumulative voting pursuant to Section 7615.
(f)When directors are to be elected by written ballot and the articles or bylaws prescribe a nomination procedure, the procedure may provide for a date for the close of nominations prior to the printing and distributing of the written ballots.

Reproduced verbatim from the California Legislative Counsel's published text and verified word-for-word against a second source (leginfo (Legislative Counsel official bulk code database, LAW_SECTION_TBL, lawCode=CORP) · California Public Law (Public.Law)). California statutes are government edicts and carry no copyright. This is an unofficial reproduction — the official version is published by the Legislative Counsel at leginfo.legislature.ca.gov, and that version governs.
Machine-readable: /data/7513.json — the same text with its subdivision anchors, dates and sources.

Corporations Code § 7615 — the text

Cumulative Voting in the Election of Directors
Amended by Stats. 1984, Ch. 812, Sec. 10.

(a)If the articles or bylaws authorize cumulative voting, but not otherwise, every member entitled to vote at any election of directors may cumulate the member’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the member is entitled, or distribute the member’s votes on the same principle among as many candidates as the member thinks fit. An article or bylaw provision authorizing cumulative voting may be repealed or amended only by approval of the members (Section 5034), except that the governing article or bylaw provision may require the vote of a greater proportion of the members, or of the members of any class, for its repeal.
(b)No member shall be entitled to cumulate votes for a candidate or candidates unless the candidate’s name or candidates’ names have been placed in nomination prior to the voting and the member has given notice at the meeting prior to the voting of the member’s intention to cumulate votes. If any one member has given this notice, all members may cumulate their votes for candidates in nomination.
(c)In any election of directors by cumulative voting, the candidates receiving the highest number of votes are elected, subject to any lawful provision specifying election by classes.
(d)In any election of directors not governed by subdivision (c), unless otherwise provided in the articles or bylaws, the candidates receiving the highest number of votes are elected.
(e)Elections for directors need not be by ballot unless a member demands election by ballot at the meeting and before the voting begins or unless the bylaws so require.

Reproduced verbatim from the California Legislative Counsel's published text and verified word-for-word against a second source (leginfo (Legislative Counsel official bulk code database, LAW_SECTION_TBL, lawCode=CORP) · California Public Law (Public.Law)). California statutes are government edicts and carry no copyright. This is an unofficial reproduction — the official version is published by the Legislative Counsel at leginfo.legislature.ca.gov, and that version governs.
Machine-readable: /data/7615.json — the same text with its subdivision anchors, dates and sources.

Two bodies of law, one election

An association formed as a common interest development is governed by the Davis-Stirling Act. If it is also incorporated — and most are — the Nonprofit Mutual Benefit Corporation Law applies to it as a corporation. The two overlap rather than compete: Davis-Stirling sets the election procedure for directors and the matters it reaches, while the Corporations Code supplies the corporate machinery for member action generally.

The two were last touched a generation apart: § 7513 has stood unchanged since 2005 and § 7615 since 1984, while Davis-Stirling's election articles were rewritten as recently as 2025. That gap is part of why the specific prevails over the general here — the corporate machinery was not written with modern association elections in mind.

Where both speak, the specific governs the general — Davis-Stirling's secret ballot, inspector and retention rules are not displaced by the corporate statute. Where Davis-Stirling is silent, the corporate statute may still be doing work, and the written-ballot mechanism is the clearest example.

The quorum arithmetic that catches people

A written-ballot vote has no meeting, so there is no room full of people to establish a quorum. Section 7513 solves that by requiring the ballots themselves to carry it, and the test has two limbs that have to be satisfied together:

  1. Returns must reach the quorum the meeting would have needed. The number of members casting ballots has to equal or exceed the quorum that would have been required at a meeting on the same question.
  2. Approvals must reach the threshold the meeting would have needed. The number voting in favour has to be at least the number of affirmative votes that would have been required at that meeting.

The first limb is the one associations miss. A measure can be approved overwhelmingly by everyone who returned a ballot and still fail, because not enough members returned one at all — which is the same participation problem that produces failed quorums at meetings, arriving by a different route.

No reconvened meeting to fall back on

§ 5115 gives a director election that fails quorum a second chance at a reconvened meeting, where 20 percent suffices. A written-ballot vote under § 7513 has no equivalent: there is no meeting to reconvene. If the returns fall short, the action simply did not happen. That asymmetry is worth knowing before choosing the mechanism.

Revocability and the solicitation

A written ballot may be revoked before the deadline, and the solicitation has to tell the member so, along with the time by which the ballot must be returned and the number of responses needed to meet the quorum. The point is that a member deciding whether to return a ballot is entitled to know what their return does — including that it counts toward quorum regardless of how they mark it.

Electronic transmission

The Corporations Code permits written ballots to be distributed and returned by electronic transmission where the corporation has the member's consent and the articles or bylaws do not forbid it. That is a separate permission from the one AB 2159 created in Davis-Stirling, and an association relying on the corporate route for a non-Davis-Stirling question should not assume the election rules it adopted under § 5105 carry across.

The prohibition: no written ballot where cumulative voting applies

Section 7615 governs cumulative voting — the method that lets a member concentrate all their votes on one candidate, giving minorities a route onto a board. Where it applies, the written-ballot mechanism is not available for electing directors.

This matters more than its obscurity suggests, because cumulative voting appears in association bylaws often and is frequently forgotten. An association that runs a director election by written ballot without checking whether its own bylaws provide for cumulative voting has created a defect that is both plain on the documents and hard to characterise as harmless.

What to check before using it

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