California Civil Code §§ 4900–4955

Board meetings, and why an election depends on them

Almost every step that sets an election in motion is a board action, and the Open Meeting Act says a board may not take action outside a meeting at all. Adopting the election rules, appointing the inspector, seating candidates by acclamation — each has to happen at a meeting that was noticed, on an agenda that named it.

Why this article is on an election law site

Three provisions elsewhere on this site hand their decisive step to this article and then stop explaining:

• § 4360(b) — a decision on a proposed rule change shall be made at a board meeting, after the board has considered member comments. The election rules are adopted here or they are not adopted.
• § 5103(e) — the board votes to seat candidates by acclamation at a meeting pursuant to Article 2 (commencing with Section 4900), and the agenda item must reflect the name of each candidate to be seated. That is this article, by name.
• § 5105 — the rules must specify how the inspector is selected. The selection itself is a board action, which § 4910 says cannot happen outside a meeting.

The four provisions that actually bite

§ 4910 — no action outside a meeting, and no serial polling

The board may not take action on any item of business outside a board meeting, and it may not conduct a meeting by a series of electronic transmissions — with a narrow exception for email solely to coordinate when a meeting will be held. A board that settles the choice of inspector by group email and then ratifies it later has not appointed an inspector; it has created a defect dated before the ratification.

§ 4920 — notice, and its timing

General notice at least four days before a meeting, or two days where the meeting is held solely in executive session. The notice must state the time and place. An emergency meeting under § 4923 needs no notice at all, but it exists for circumstances requiring immediate attention that could not have been reasonably foreseen — which an election calendar, by definition, could.

§ 4930 — the agenda binds

The board may not discuss or take action on any item at a non-emergency meeting unless that item was placed on the agenda in the notice. The exceptions are narrow and each carries its own finding: brief responses to a member's statement, clarifying questions, referring a matter to staff, scheduling it for a later meeting, and — the one boards reach for — an item that arose after the agenda was posted and requires immediate action, which requires a two-thirds vote, or a unanimous vote if fewer than two-thirds of directors are present.

So an agenda saying "Election" does not authorise seating candidates by acclamation. § 5103(e) requires the item to name each candidate, and § 4930 is the reason that requirement has teeth: an item not on the agenda is an item the board may not act on.

§ 4950 — minutes within 30 days

Draft minutes must be available to members within 30 days of the meeting, and the annual policy statement must say how. For an election, the minutes are where the record shows that the rules were adopted, that the inspector was appointed, and that the acclamation vote happened — which is the part § 5145 asks about a year later.

Executive session is not a place to decide an election

Section 4935 lists what a board may consider in executive session: litigation, contracts with third parties, member discipline, personnel, payment plans, and — on request of the member concerned — a hearing on a disciplinary matter. Election procedure is not on the list. A board that discusses candidate qualification in executive session has taken an item out of the meeting its members were entitled to attend under § 4925.

Related

• Adopting the election rules — the § 4360 procedure that ends at a meeting here.
• § 5103 — acclamation, which requires an agenda item naming each candidate.
• Inspecting association records — including the minutes this article requires.
• § 5145 — the election action, which runs alongside § 4955.