Bill Text

Bill Information

PDF |Add To My Favorites |Track Bill | print page

SB-754 Common interest developments: board members: election by acclamation.(2019-2020)

SHARE THIS:share this bill in Facebookshare this bill in Twitter
Date Published: 03/27/2019 09:00 PM
SB754:v98#DOCUMENT

Amended  IN  Senate  March 27, 2019

CALIFORNIA LEGISLATURE— 2019–2020 REGULAR SESSION

Senate Bill No. 754


Introduced by Senator Moorlach

February 22, 2019


An act to amend Section 4230 5100 of the Civil Code, and to amend Section 7522 of the Corporations Code, relating to common interest developments.


LEGISLATIVE COUNSEL'S DIGEST


SB 754, as amended, Moorlach. Common interest developments. developments: board members: election by acclamation.
Existing law, the Davis-Stirling Common Interest Development Act, governs the formation and operation of common interest developments. The act authorizes the board of a common interest development, after the developer has completed construction of the development and has terminated construction and marketing activities related to the disposition of separate interests within the development, to adopt an amendment deleting from the common interest development’s governing documents any provision intended to facilitate the developer in completing construction or marketing of the development. The act requires the board, at least 30 days before taking action, to deliver to all members a copy of the proposed amendments to the governing documents and a notice of the time, date, and place the board will consider adoption of the amendments. The act requires the election of directors to serve on the board of directors of the association to be held by secret ballot, and requires an association to adopt rules that specify the procedures for nomination of candidates consistent with the governing documents. The act also authorizes those rules to provide for the nomination of candidates from the floor of membership meetings or nomination by any other manner.
This bill would authorize the board to also delete from the governing documents any provision intended to facilitate the developer in planning the development, and would require the board to send to all members the copy and notice specified above at least 60 days before taking action. require, when the number of director nominees at the close of the nomination period is not more than the number of vacant director positions on the board, that the director nominees be considered elected by acclamation, subject to board’s satisfaction of specified notice requirements.
Vote: MAJORITY   Appropriation: NO   Fiscal Committee: NO   Local Program: NO  

The people of the State of California do enact as follows:


SECTION 1.

 Section 5100 of the Civil Code is amended to read:

5100.
 (a) Notwithstanding any other law or provision of the governing documents, elections regarding assessments legally requiring a vote, election and removal of directors, amendments to the governing documents, or the grant of exclusive use of common area pursuant to Section 4600 shall be held by secret ballot in accordance with the procedures set forth in this article.
(b) This article also governs an election on any topic that is expressly identified in the operating rules as being governed by this article.
(c) The provisions of this article apply to both incorporated and unincorporated associations, notwithstanding any contrary provision of the governing documents.
(d) The procedures set forth in this article shall apply to votes cast directly by the membership, but do not apply to votes cast by delegates or other elected representatives.
(e) In the event of a conflict between this article and the provisions of the Nonprofit Mutual Benefit Corporation Law (Part 3 (commencing with Section 7110) of Division 2 of Title 1 of the Corporations Code) relating to elections, the provisions of this article shall prevail.
(f) Directors shall not be required to be elected pursuant to this article if the governing documents provide that one member from each separate interest is a director.
(g) When, as of the close of nominations for directors on the board, the number of director nominees is not more than the number of vacancies to be elected, as determined by the inspector or inspectors of the elections, the director nominees shall be considered elected by acclamation if the association provided individual notice of the election and the procedure for nominating candidates at least 30 days before the close of nominations.

SEC. 2.

 Section 7522 of the Corporations Code is amended to read:

7522.
 A corporation with 5,000 or more members may provide that, in any election of a director or directors by members of the corporation except for an election authorized by Section 7152 or 7153:
(a) The corporation’s articles or bylaws shall set a date for the close of nominations for the board. The date shall not be less than 50 nor more than 120 days before the day directors are to be elected. No nominations for the board can be made after the date set for the close of nominations.
(b) If more people are nominated for the board than can be elected, the election shall take place by means of a procedure which allows all nominees a reasonable opportunity to solicit votes and all members a reasonable opportunity to choose among the nominees.
(c) A nominee shall have a reasonable opportunity to communicate to the members the nominee’s qualifications and the reasons for the nominee’s candidacy.
(d) If after the close of nominations the number of people nominated for the board is not more than the number of directors to be elected, the corporation may without further action declare that those nominated and qualified to be elected have been elected.
(e) (1) Notwithstanding subdivision (d), for a common interest development subject to this part, if, after the close of nominations of directors for the board of directors of the common interest development, the number of director nominees is not more than the number of vacancies to be elected, as determined by the inspector or inspectors of elections selected pursuant to Section 5110 of the Civil Code, the director nominees shall be considered elected by acclamation if the association provided individual notice of the election and the procedure for nominating candidates at least 30 days before the close of nominations.
(2) For purposes of this subdivision:
(A) “Common interest development” has the same meaning as that term is defined in Section 4100 of the Civil Code.
(B) “Individual notice” has the same meaning as that term is defined in Section 4153 of the Civil Code.

SECTION 1.Section 4230 of the Civil Code is amended to read:
4230.

(a)Notwithstanding any provision of the governing documents to the contrary, the board may, after the developer has completed construction of the development, has terminated construction activities, and has terminated marketing activities for the sale, lease, or other disposition of separate interests within the development, adopt an amendment deleting from any of the governing documents any provision that is unequivocally designed and intended, or which by its nature can only have been designed or intended, to facilitate the developer in completing the planning, construction, or marketing of the development. However, provisions of the governing documents relative to a particular construction or marketing phase of the development may not be deleted under the authorization of this subdivision until that construction or marketing phase has been completed.

(b)The provisions which may be deleted by action of the board shall be limited to those which provide for access by the developer over or across the common area for the purposes of (1) completion of construction of the development, and (2) the erection, construction, or maintenance of structures or other facilities designed to facilitate the completion of construction or marketing of separate interests.

(c)At least 60 days before taking action pursuant to subdivision (a), the board shall deliver to all members, by individual delivery, pursuant to Section 4040, (1) a copy of all amendments to the governing documents proposed to be adopted under subdivision (a), and (2) a notice of the time, date, and place the board will consider adoption of the amendments. The board may consider adoption of amendments to the governing documents pursuant to subdivision (a) only at a meeting that is open to all members, who shall be given opportunity to make comments thereon. All deliberations of the board on any action proposed under subdivision (a) shall only be conducted in an open meeting.

(d)The board may not amend the governing documents pursuant to this section without the approval of a majority of a quorum of the members, pursuant to Section 4070. For the purposes of this section, “quorum” means more than 50 percent of the members who own no more than two separate interests in the development.