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California Civil Code § 5115 · § 4275

Quorum, and what happens when you miss it

If a board election fails to reach quorum, the association may call a reconvened meeting to be held at least 20 days after the scheduled election, giving notice of it at least 15 days beforehand. At that reconvened meeting 20 percent of the members — voting in person, by proxy or by secret ballot — satisfies the quorum requirement.

Sections Civ. Code § 5115 · § 4275 Amendment § 5115: AB 1170 (2025) · § 4275: AB 805 (2012) In force § 5115 in force 2026-01-01 · § 4275 in force 2013-01-01 Text verified 2026-10-10

Civil Code § 5115 — the text

Election Notices, Ballots, and Quorum Requirements
Amended by Stats. 2025, Ch. 67, Sec. 37. (AB 1170) Effective January 1, 2026.

(a)An association shall provide general notice of the procedure and deadline for submitting a nomination at least 30 days before any deadline for submitting a nomination. Individual notice shall be delivered pursuant to Section 4040 if individual notice is requested by a member. This subdivision shall only apply to elections of directors and to recall elections.
(b)For elections of directors and for recall elections, an association shall provide general notice of all of the following at least 30 days before the ballots are distributed:
(b)(1)The date and time by which, and the physical address where, ballots are to be returned by mail or handed to the inspector or inspectors of elections.
(b)(2)If the association allows for voting in an election by electronic secret ballot as provided for in Section 5105, the date and time by which electronic secret ballots are to be transmitted to the internet-based voting system and preliminary instructions on how to vote by electronic secret ballot upon commencement of the voting period.
(b)(3)The date, time, and location of the meeting at which a quorum will be determined, if the association’s governing documents require a quorum, and at which ballots will be counted.
(b)(4)The list of all candidates’ names that will appear on the ballot.
(b)(5)Individual notice of the above paragraphs shall be delivered pursuant to Section 4040 if individual notice is requested by a member.
(b)(6)(A)If the association’s governing documents require a quorum for an election of directors, a statement that the association may call a reconvened meeting to be held at least 20 days after a scheduled election if the required quorum is not reached, at which time the quorum of the membership to elect directors will be 20 percent of the association’s members, voting in person, by proxy, or by secret ballot.
(b)(6)(B)This paragraph shall not apply if the governing documents of the association provide for a quorum lower than 20 percent.
(c)Ballots and two preaddressed envelopes with instructions on how to return ballots shall be mailed by first-class mail or delivered by the association to every member not less than 30 days prior to the deadline for voting, unless an association conducts an election by electronic secret ballot as provided for in Section 5105, in which case only members who will vote by written secret ballot pursuant to Section 5105 shall be mailed or delivered the ballots and envelopes. In order to preserve confidentiality, a voter may not be identified by name, address, or lot, parcel, or unit number on the ballot. The association shall use as a model those procedures used by California counties for ensuring confidentiality of vote by mail ballots, including both of the following:
(c)(1)The ballot itself is not signed by the voter, but is inserted into an envelope that is sealed. This envelope is inserted into a second envelope that is sealed. In the upper left-hand corner of the second envelope, the voter shall sign the voter’s name, indicate the voter’s name, and indicate the address or separate interest identifier that entitles the voter to vote.
(c)(2)The second envelope is addressed to the inspector or inspectors of elections, who will be tallying the votes. The envelope may be mailed or delivered by hand to a location specified by the inspector or inspectors of elections. The member may request a receipt for delivery.
(d)(1)A quorum shall be required only if so stated in the governing documents or other provisions of law. If a quorum is required by the governing documents, each ballot received by the inspector or inspectors of elections shall be treated as a member present at a meeting for purposes of establishing a quorum.
(d)(2)For an election of directors of an association, and in the absence of meeting a quorum as required by the association’s governing documents or Section 7512 of the Corporations Code, unless a lower quorum for a reconvened meeting is authorized by the association’s governing documents, the association may adjourn the meeting to a date at least 20 days after the adjourned meeting, at which time the quorum required for purposes of a reconvened meeting to elect directors shall be 20 percent of the association’s members, voting in person, by proxy, or by secret ballot.
(d)(3)No less than 15 days prior to the date of the reconvened meeting described in paragraph (2), the association shall provide general notice of the reconvened meeting, which shall include:
(d)(3)(A)The date, time, and location of the meeting.
(d)(3)(B)The list of all candidates.
(d)(3)(C)Unless the association’s governing documents provide for a lower quorum, a statement that 20 percent of the association’s members, voting in person, by proxy, or secret ballot will satisfy the quorum requirements for the election of directors at that reconvened meeting and that the ballots will be counted if a quorum is reached, if the association’s governing documents require a quorum.
(e)An association shall allow for cumulative voting using the secret ballot procedures provided in this section, if cumulative voting is provided for in the governing documents.
(f)Notwithstanding any contrary provision in the governing documents, except for the meeting to count the votes required in subdivision (a) of Section 5120, an election may be conducted entirely by mail, electronic secret ballot, or a combination of mail and electronic secret ballot, pursuant to Section 5105.
(g)(1)Except as provided in paragraph (2), in an election to approve an amendment of the governing documents, the text of the proposed amendment shall be delivered to the members with the ballot.
(g)(2)Notwithstanding paragraph (1), if an association conducts an election to approve an amendment of governing documents by electronic secret ballot, the association may deliver, by electronic means, the text of the proposed amendment to those members who vote by electronic secret ballot, pursuant to Section 5105. The association shall also deliver a written copy of the text of the proposed amendment to those members upon request and without charge. If a member votes by written secret ballot, pursuant to Section 5105, the association shall deliver a written copy of the text of the proposed amendment to the member with the ballot.

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) · 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/5115.json — the same text with its subdivision anchors, dates and sources.

Civil Code § 4275 — the text

Petition to Reduce Percentage of Votes Required to Amend the Declaration
Added by Stats. 2012, Ch. 180, Sec. 2. (AB 805) Effective January 1, 2013. Operative January 1, 2014, by Sec. 3 of Ch. 180.

(a)If in order to amend a declaration, the declaration requires members having more than 50 percent of the votes in the association, in a single class voting structure, or members having more than 50 percent of the votes in more than one class in a voting structure with more than one class, to vote in favor of the amendment, the association, or any member, may petition the superior court of the county in which the common interest development is located for an order reducing the percentage of the affirmative votes necessary for such an amendment. The petition shall describe the effort that has been made to solicit approval of the association members in the manner provided in the declaration, the number of affirmative and negative votes actually received, the number or percentage of affirmative votes required to effect the amendment in accordance with the existing declaration, and other matters the petitioner considers relevant to the court’s determination. The petition shall also contain, as exhibits thereto, copies of all of the following:
(a)(1)The governing documents.
(a)(2)A complete text of the amendment.
(a)(3)Copies of any notice and solicitation materials utilized in the solicitation of member approvals.
(a)(4)A short explanation of the reason for the amendment.
(a)(5)Any other documentation relevant to the court’s determination.
(b)Upon filing the petition, the court shall set the matter for hearing and issue an ex parte order setting forth the manner in which notice shall be given.
(c)The court may, but shall not be required to, grant the petition if it finds all of the following:
(c)(1)The petitioner has given not less than 15 days written notice of the court hearing to all members of the association, to any mortgagee of a mortgage or beneficiary of a deed of trust who is entitled to notice under the terms of the declaration, and to the city, county, or city and county in which the common interest development is located that is entitled to notice under the terms of the declaration.
(c)(2)Balloting on the proposed amendment was conducted in accordance with the governing documents, this act, and any other applicable law.
(c)(3)A reasonably diligent effort was made to permit all eligible members to vote on the proposed amendment.
(c)(4)Members having more than 50 percent of the votes, in a single class voting structure, voted in favor of the amendment. In a voting structure with more than one class, where the declaration requires a majority of more than one class to vote in favor of the amendment, members having more than 50 percent of the votes of each class required by the declaration to vote in favor of the amendment voted in favor of the amendment.
(c)(5)The amendment is reasonable.
(c)(6)Granting the petition is not improper for any reason stated in subdivision (e).
(d)If the court makes the findings required by subdivision (c), any order issued pursuant to this section may confirm the amendment as being validly approved on the basis of the affirmative votes actually received during the balloting period or the order may dispense with any requirement relating to quorums or to the number or percentage of votes needed for approval of the amendment that would otherwise exist under the governing documents.
(e)Subdivisions (a) to (d), inclusive, notwithstanding, the court shall not be empowered by this section to approve any amendment to the declaration that:
(e)(1)Would change provisions in the declaration requiring the approval of members having more than 50 percent of the votes in more than one class to vote in favor of an amendment, unless members having more than 50 percent of the votes in each affected class approved the amendment.
(e)(2)Would eliminate any special rights, preferences, or privileges designated in the declaration as belonging to the declarant, without the consent of the declarant.
(e)(3)Would impair the security interest of a mortgagee of a mortgage or the beneficiary of a deed of trust without the approval of the percentage of the mortgagees and beneficiaries specified in the declaration, if the declaration requires the approval of a specified percentage of the mortgagees and beneficiaries.
(f)An amendment is not effective pursuant to this section until the court order and amendment have been recorded in every county in which a portion of the common interest development is located. The amendment may be acknowledged by, and the court order and amendment may be recorded by, any person designated in the declaration or by the association for that purpose, or if no one is designated for that purpose, by the president of the association. Upon recordation of the amendment and court order, the declaration, as amended in accordance with this section, shall have the same force and effect as if the amendment were adopted in compliance with every requirement imposed by the governing documents.
(g)Within a reasonable time after the amendment is recorded the association shall deliver to each member, by individual delivery, pursuant to Section 4040, a copy of the amendment, together with a statement that the amendment has been recorded.

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) · 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/4275.json — the same text with its subdivision anchors, dates and sources.

Why this page exists

Quorum failure is not an edge case in California community associations — it is the routine condition of many of them. Practitioners report associations that have gone years without seating a board because the annual election cannot assemble enough participation to be valid. The legislature's own behaviour is the clearest evidence: § 4275 exists because amendment votes fail so regularly that associations needed a court route to lower the threshold after the fact.

The reconvened meeting

Two things the text settles that people assume

Quorum is not automatic. A quorum is required only if the governing documents or other law say so. An association whose documents are silent does not acquire a quorum requirement by default — and some of the quorum trouble associations report is self-imposed by documents nobody has revisited.

A returned ballot counts as presence. Where a quorum is required, each ballot the inspector receives is treated as a member present for the purpose of establishing it. This is why quorum has to be computed from the reconciled record across all channels rather than from the room — see hybrid elections.

Amendments: the § 4275 petition

Where a proposed amendment to the governing documents has the support of the members who voted but cannot reach the percentage the documents require, the association may petition the superior court to reduce that percentage. The court examines whether the association gave proper notice, made a reasonable effort to solicit votes, and whether the amendment is reasonable.

This is a remedy of last resort with its own cost and timeline. It is also an admission written into statute that the thresholds in many sets of CC&Rs were set at levels modern participation rates cannot meet.

How quorum is counted

Where the governing documents assign voting power by unit or by interest rather than by head, quorum follows that allocation: it is measured against voting interests, not against the number of people who responded. An association with weighted voting can hold participation from many small owners and still be short of quorum, or the reverse.

Separate the two questions

Quorum asks whether enough voting power participated for the meeting to act. The threshold asks whether enough of those who participated approved the measure. A vote can clear one and fail the other, and the governing documents frequently state them in different units. Confusing them is a common ground of challenge under § 5145.

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