California Civil Code § 5130

Proxies

A proxy is a written instrument, signed by the member, giving another person authority to act for them at a meeting. It is revocable, it has content the statute prescribes, and whether any particular one is valid is decided by the inspector of elections — not by the board, and not by whatever software collected it.

Section Civ. Code § 5130 Decided by the inspector under § 5110 Related § 5115 · § 5100 Amendment § 5130: AB 805 (2012) In force § 5130 in force 2013-01-01 Text verified 2026-10-10

Civil Code § 5130 — the text

Proxies
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)For purposes of this article, the following definitions shall apply:

(a)(1)“Proxy” means a written authorization signed by a member or the authorized representative of the member that gives another member or members the power to vote on behalf of that member.

(a)(2)“Signed” means the placing of the member’s name on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the member or authorized representative of the member.

(b)Proxies shall not be construed or used in lieu of a ballot. An association may use proxies if permitted or required by the bylaws of the association and if those proxies meet the requirements of this article, other laws, and the governing documents, but the association shall not be required to prepare or distribute proxies pursuant to this article.

(c)Any instruction given in a proxy issued for an election that directs the manner in which the proxyholder is to cast the vote shall be set forth on a separate page of the proxy that can be detached and given to the proxyholder to retain. The proxyholder shall cast the member’s vote by secret ballot. The proxy may be revoked by the member prior to the receipt of the ballot by the inspector of elections as described in Section 7613 of the Corporations Code.

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/5130.json — the same text with its subdivision anchors, dates and sources.

A proxy is an instrument, not a setting

This is the distinction that most product thinking misses. A proxy is a document. It exists independently of any system, it can be produced years later, and it has to carry on its face enough information for someone who was not present to determine who gave authority, to whom, for what, and whether it was still in force when it was used.

A checkbox in a member profile that says "let my neighbour vote for me" produces none of that. It produces a database row. If the election is challenged, that row is not evidence of a proxy — it is evidence that the association's system allowed something the statute does not recognise.

Electronic is fine. A toggle is not.

Nothing requires paper. Under the federal ESIGN Act and California's adoption of UETA, a signature may be electronic and a writing may be a record, so a proxy collected through a web form can be perfectly valid. The question is never the medium — it is whether what was collected is an instrument bearing a signature or an interface affordance. The same web form can produce either, depending on what it generates and retains.

What the inspector has to decide about each one

Section 5110 gives the inspector three determinations to make on every proxy received, and they are distinct questions:

Authenticity. Did this member actually sign this? A platform can make this easy by binding the signature to an authenticated session, or hard by accepting a typed name.
Validity. Does the instrument carry what the statute requires, was it given by someone entitled to give it, and was it still in force? A proxy from a member who sold the unit three weeks ago is authentic and invalid.
Effect. What does it actually authorise? A proxy may direct how the holder is to vote, or leave it to their discretion, or extend only to establishing quorum. Reading that off the instrument is the inspector's job, and ambiguity is resolved against the proxy, not for it.

Revocation, and the problem it creates

A member may revoke a proxy. That is straightforward on its own, and awkward once a ballot has already been cast under it: the authority is withdrawn, but the vote is in the count, and under § 5120 nobody may look inside the ballots to find it before the count.

A member who attends and votes in person has, in substance, revoked the proxy — which is why the roll has to be reconciled before the tally rather than after, and why the record needs to show the order in which things happened. An election that cannot say whether the revocation preceded the ballot has a defect a challenger can work with.

Quorum and substance are different uses

A proxy that counts a member present for the purpose of reaching quorum is doing something less than a proxy that casts that member's vote on a resolution. Governing documents frequently distinguish the two, and an instrument drafted for one does not automatically carry the other.

Practically, this means quorum and the tally are computed from different readings of the same stack — see § 5115 on how quorum is counted across members voting in person, by proxy and by secret ballot together.

Secret ballot does not travel through a proxy

Where the matter is decided by secret ballot, the secrecy requirement still applies. A proxy holder handed a member's ballot does not thereby acquire a right to know, or to disclose, how it was marked. Systems that show a holder the ballots cast under their proxies are creating a problem under § 5110, which requires identifying information to be permanently separated from the ballot.

Chains and limits: the part nobody handles

Two questions come up in every contested association and are answered by almost no system in this market:

Can a proxy holder delegate onward? Usually not, unless the instrument says so. A chain that nobody tracked is a chain nobody can validate.
How many proxies may one person hold? Governing documents sometimes cap it, and the cap exists precisely because concentration of proxies is how small groups take boards. A system that does not count proxies per holder cannot enforce a limit the association has written down.

Both are reasons the proxy has to be modelled as its own object with its own identifier, linked to the ballot it authorises — not as an attribute hanging off a member record.

What a defensible proxy record contains

The instrument itself, retained — the signed document or its electronic equivalent, not a summary.
Who gave it, which unit it speaks for, and the voting power attached at the record date.
Who holds it, and the count of how many they hold.
Its scope: quorum only, directed, or general.
When it was given, when it was revoked if it was, and what the revocation was.
The inspector's determination on it, and the basis — particularly for any rejected.
The ballot it authorised, linked, so neither can orphan the other.

Why this gets litigated

Proxies concentrate. A contested board election is often decided by a few dozen instruments held by two or three people, which makes every defect in them material in the sense § 5145 uses: the association has to show the defect did not affect the outcome, and when the margin is the proxies, it cannot.

It is also the one part of the process where the paperwork is produced by members rather than by the association, which means it arrives inconsistent, late, and occasionally in handwriting nobody can read. That is an operational problem before it is a legal one — and it is why proxy handling is sold as a priced service by the firms that do this work, rather than bundled as a feature.

§ 5110 — the inspector, who determines authenticity, validity and effect.
§ 5115 — quorum across in-person, proxy and secret ballot.
§ 5145 — the member's action, and why proxy defects are rarely harmless.
Hybrid elections — proxy as the third channel that has to reconcile with the other two.