Glossary of Terms
Adjournment: Meetings which do not reach quorum may be adjourned to another date and time (within the parameters set by the governing documents of the Association). Adjourned meetings may have a reduced quorum requirement if the governing documents of the Association permits it.
Amendments: Amendments to the governing documents must be voted on by Association members using the secret ballot process. In order for amendments to be approved, the number of affirmative votes much reach the threshold laid out in the governing document(s) being amended.
Articles of Incorporation: Articles of Incorporation are filed with the California Secretary of State upon the Association’s formation
Board of Directors: The Board of Directors is a collection of members, elected by the vote of members, who are responsible for managing the affairs of the Association and enforcing the governing documents. The number and term of Directors is laid out in the Association Bylaws.
Bylaws: The Bylaws lay out the governance and management of the Association and its affairs. The Bylaws include such information as the number, term and duties of the board of directors; quorum; the voting process; and members’ voting rights.
Call for Candidates: The first step in the election process for a board of directors is determining who is interested in running. The “Call for Candidates” is a form mail to Association members that solicits declarations of candidacy.
Candidate qualifications: Pursuant to the Davis-Stirling Act, all candidates and board members must be members of the Association. Associations may choose to impose certain additional qualification criteria on candidates running for the board. These criteria may include:
(1) candidates may not be delinquent in regular or special assessments;
(2) candidates may not be members of the Association for less than 1 year;
(3) candidates may not be co-owners of a unit with a sitting board member or other candidate;
(4) candidates may not be convicted of a crime that would prevent the Association from obtaining or maintaining fidelity bond coverage; and term limits.
CC&Rs: The CC&Rs lay out the rules and restrictions that Association members must adhere to. The CC&Rs are a recorded document that is filed with the County Recorder.
Class A vs. Class B Membership: In certain cases, the governing documents of an Association will describe different classes of members, typically referred to as Class A and Class B. Class A Members are typically regular homeowners who are entitled to one vote per unit owned. Class B Membership typically refers to the Declarant. Upon creation of the board, and until the Declarant’s ownership converts to Class A membership, Class B members typically have greater voting power than Class A members.
Common Interest Development: A common interest development is a real property development where property owners share a common set of financial obligations and property rights established in a set of recorded restrictions (CC&Rs.)
Concurrent Terms: Concurrent terms refers to when board members are all elected in the same election cycle. Concurrent terms are contrasted with staggered terms.
Cumulative Voting: Cumulative voting, when allowed by an Association’s governing documents, means that each owner is awarded a number of votes equal to the number of seats up for election, and the owner may allocate these votes among the candidates as they see fit. For example, if there are 5 seats up for election, the voter may give 5 votes to a single candidate; or 3 votes to one candidate and 2 votes to another candidate; or 1 vote each to five different candidates.
Davis-Stirling Act: Set of laws in California that dictate how homeowners’ associations may be governed and operated. The Davis-Stirling Act can be found in California Civil Code § 5100-5200.
Declarant: The declarant is the initial owner of the homeowner’s association, typically the builder or developer.
Election by Acclamation: An election process that allows the association to forego balloting if the number of candidates is less than or equal to the number of seats up for election. Learn more about Election by Acclamation.
Election Rules: The Election Rules typically contain detailed information regarding the Association’s election process, including the nomination process and candidate qualification criteria.
Floor Nominations: Floor Nominations are an obsolete mechanism for candidates whose names are not printed on the ballot to be nominated at the election meeting. Write-ins are a modern substitute for floor nominations. Write-ins/floor nominations may only be accepted if they are allowed by the Association’s governing documents.
Governing Documents: Governing Documents are the foundational documents of an Association. They include the Articles of Incorporation, the Declaration of Covenants, Conditions and Restrictions (CC&Rs), Bylaws, and Operating Rules such as the Election Rules.
Inspector of Elections: Inspectors of Elections are independent third parties who ensure ballots are counted accurately and impartially. The duties of the Inspector of Elections are governed by California Civil Code 5110.
IRS Revenue Ruling 70-604: Revenue Ruling 70-604 was published by the IRS to allow a homeowners’ association to avoid taxation on its excess membership income. Excess membership income may be refunded to the members or carried over to the following tax year upon a vote of the membership or the board.
Member/Owner: By definition, a member of an Association is the owner of a unit or lot within the Association, whose name appears on the deed or title. Members pay dues and have the right to vote in Association elections.
No Quorum: When quorum is not reached, ballots cannot be counted. Association members may vote to reschedule the election date to allow time for more ballots to come in, or terminate the election process if the Association repeatedly fails to meet quorum.
Officers: Officers are selected by the Board of Directors every year, and include the positions of President, Vice President, Secretary and Treasurer. Officers are typically, but not always, Directors. Directors may hold more than one officer position, if allowed by the Association governing documents.
Overvote: An overvote takes place when a voter casts more votes than he or she is legally eligible to. Overvotes are the leading cause of spoiled ballots.
Pre-Ballot Notice: As required by the David-Stirling Act, a Pre-Ballot Notice is mailed to Association members at least 30 days before the ballot mailing date (i.e. at least 60 days before the election). This notice informs members of the deadline and mailing address for returning ballots; the date, time and location of the meeting at which ballots will be counted; the list of candidates; the deadline for errors and omissions; and an opportunity for the voter to review their individual voter information.
Proxies: Proxies are an obsolete mechanism for homeowners to cast their ballot if they cannot be physically present at the election meeting. Voting by mail using the secret ballot process has replaced the need for proxy voting in board elections.
Quorum: Quorum is the number of ballots required to conduct Association business at a members’ meeting. Quorum can be established by the number of ballots received by the Inspector of Elections rather than the number of members physically present.
Recall Elections: A recall election is triggered when a valid recall petition is submitted to the Board. A single Board member or the entire Board may be subject to recall. Learn more about the recall process.
Restatement: A restatement is a major revision and reorganization of Association governing documents.
Return Envelope: Return envelopes, as mandated by California Law, must have the name, address, and signature of the homeowner to be considered valid and counted towards an election.
Robert’s Rules of Order: Robert’s Rules of Order are a set of rules pertaining to conducting meetings in an orderly manner. They have been widely adopted throughout the world, and is the typical manner of holding homeowner association meetings.
Secret Ballots aka Two-Envelope System
- As mandated by the Davis-Stirling Act, all elections of directors, recalls, special assessments, governing documents, and votes on exclusive use of common area must be conducted by secret ballot.
- The secret ballot voting process utilizes a two-envelope system: the ballot is sealed inside an envelope with no mark indicating who it is from, then that envelope is sealed inside a larger envelope, which is mailed to the Inspector of Elections with the name, unit address, and signature of the homeowner on the outside. This system allows for complete anonymity and confidentiality of every vote.
Spoiled Ballot: A spoiled ballot is a ballot which cannot be counted, typically because the voter has cast more votes than they are entitled to.
Staggered Terms: Staggered terms refers to when board members are elected in different election cycles. For example, 3 board members are elected in odd years and 2 board members are elected in even years. The purpose of staggered terms is to ensure continuity on the board.
Storage of Election Materials: Election Materials must be stored by the Inspector of Elections for one year after the election date. During this time, members may inspect the election materials. After one year, election materials may be returned to the Association or securely disposed of. Election materials include ballots, signed voter envelopes, the voter list, proxies, and the list of candidates.
Tie Votes: When there is a tie vote, the Inspector of Elections refers to the Association governing documents for guidance on how to resolve the tie. Ties may be resolve by a coin toss, random drawing of lots, or a runoff election. Learn more about tie votes in an HOA election.
Trust: Trusts are corporate entities who may own a lot in an association. While not eligible to be elected themselves, they may appoint a trustee to be a candidate in an election in their stead.
Trustee: A trustee is a person appointed by a trust to be their voice. As a trust is not eligible for election, their trustee may be nominated and run for candidacy of the board.
Write-In Candidates: A write-in candidate is someone whose name is not printed on the list of candidates on the ballot, but whose name is written in by hand by a voter. In order for a write-in vote to be counted, the write-in candidate must meet the eligibility requirements in the Association governing documents and write-ins must be allowed by the Association governing documents. Cumulative voting is not allowed for write-in candidates.
Zoom (and other video calls): Zoom (or other video calls) is a technology that allows homeowners, board members, and others to attend Association meetings remotely. The Inspector of Elections may appear by Zoom to count the ballots for an election.