AB 1458: Stop, Adjourn, then Proceed.


New Reduced Quorum Requirements Help Make Every Vote Count


Racheal E. Solomon, Esq. and Daniel Heaton, Esq., Nordberg | DeNichilo, LLP


Recent legislation has provided various tools to remedy the difficulties that many associations face due to the lack of member participation in director elections. AB 502 went into effect in 2022, permitting elections by acclamation when the number of qualified candidates running for a board of directors is less than or equal to the number of positions to be filled (subject to several procedural requirements). Recently, AB 1458 was also enacted to address the inability of many associations to reach quorum due to lack of voter participation. This article describes the framework of AB 1458, including its limitations, and details how to comply with the new law so associations can take advantage of reduced quorum requirements and achieve a successful election of directors.


California legislators have attempted to address the


common frustrations and unique pitfalls many homeowners associations face when it comes to corporate governance and director elections. Specifically, many governing documents require an association to reach a requisite quorum of the membership before an election may proceed and the ballots opened. Oftentimes, associations are unable to reach quorum due to voter apathy. The result is wasted time and financial resources and lost hope as some elections never conclude.


The Scope and Limitations of AB 1458


AB 1458 went into effect at the start of this year and amends Civil Code § 5115 and Corporations Code § 7512. Presuming the requisite notices have been provided, if quorum is not reached at a meeting called to count ballots for a director election, the association can adjourn the meeting for at least 20 days, and then resume with a reduced quorum of twenty percent. The ability to reduce quorum at an adjourned meeting does not apply to all elections. For example, AB 1458 does not apply to membership votes required to authorize assessments or amend the CC&Rs, or arguably, a vote to recall the board. Rather, it only serves to reduce quorum exclusively at an adjourned meeting involving director elections.


10 March | April 2024


Initially, associations should review their governing documents to determine whether a quorum is even required. If an association’s bylaws have eliminated the quorum requirement, or if there are already provisions setting quorum below twenty percent, then the new statutory provisions do not apply.


Notably, some attorneys have suggested that this provision is ambiguous and should instead be interpreted as a default provision in that if an association’s bylaws already provide for a reduced quorum process, that controls even if the percentage is greater than twenty percent. Given this potential ambiguity, boards should consult their own legal counsel on this issue, particularly if their bylaws provide for a reduced quorum at an adjourned meeting that is more than twenty percent.


Complying with AB 1458 to Qualify for Reduced Quorum


Before an association may take advantage of a reduced quorum percentage at an adjourned election meeting, Civil Code § 5115 requires the addition of several new statements in the notices provided to the members:


First, a new statement must be added to the general notice that is already required to be provided at least 30 days before the distribution of ballots. In addition to all the information required previously, this notice must now also include the following statement:


[T]he board of directors may call a subsequent meeting 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. (Civ. Code § 5115(b)(5).)


Second, if the quorum set forth in the association’s governing documents is not met at the initial meeting, the members may


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