Agenda Deadline for Annual Meeting

Started by BettyO1 • 4 replies • 1741 views

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BettyO1 (California)
Posts: 104

Posted:

If the annual meeting was announced as required by our election rules (CA) 30 days before the meeting when ballots were sent, is it required by Davis Stirling or California corporations code to post a meeting agenda 4 days before the meeting, as is typically done with regular monthly meetings? Can the election be deemed invalid if an agenda was not posted?

RichardP13 (California)
Posts: 1,767

Posted:

Below is an excerpt from davis-stirling.com in regards to special meetings, which would also include the Annual Meeting. Please note the requirement for the agenda, as it needs to be 30 days from the date of the meeting.

Meetings of the Membership

Who May Call a Membership Meeting. As provided for in Corp. Code §7510(e), special meetings may be called for any lawful purpose by the following:

Directors. By the board, the chairman of the board, or the president.

Petition. By petition of the membership signed by at least 5% of the members. The right to call a meeting by 5% of the membership cannot be changed or eliminated by contrary provisions in the bylaws. Members are restricted on the purpose of special meeting.

Others. By such other persons as are specified in the bylaws.

Setting the Date. The date of the special meeting is set by the board and may not be less than 35 nor more than 90 days from receipt of request. Corp. Code §7511(c).

Notice of Meeting. The board has 20 days from receipt of the petition to set the date and give notice of the meeting. If the board does not do so, the persons calling the meeting may set the date and give notice. Corp. Code §7511(c). If the board fails to give notice, the petitioners may give notice which is not less than 10 nor more than 90 days before the date of the meeting. Corp. Code §7511(a). However, the 10-day minimum was modified by Civil Code §1363.03(e), which requires at least 30-days of balloting. As a result, notice must be at least 30 days. As provided for in Corp. Code §7511, notice may be given by any of the following means:

first-class, registered, or certified mail,
personal delivery, or
electronically to those members who agreed to this method of notice
Agenda. Notice of meetings must specify those matters that will be presented for action by the membership. Civil Code §1363.03(e). Business at the meeting is limited to noticed items only; no other business may be transacted. Corp. Code §7511(a).

Parliamentary Procedure. Membership meetings must be conducted in accordance with a recognized system of parliamentary procedure or any parliamentary procedures the association may adopt. Civil Code §1363(d).

SusanW1 (Michigan)
Posts: 5,202

Posted:

All members should have been notified that there was going to be an election. This is usually done by providing an agenda where the election is seen as being official business of the meeting.

Apparently the board felt that sending out ballots was 'notice' enough.

You could make an argument that there was not proper 'notice' to the membership. Bo unless someone calls a point of order at the meeting, the election could go on and it would be hard to call invalid.

SusanW1 (Michigan)
Posts: 5,202

Posted:

Sorry = perhaps the order of business for the annual meeting is stated in your bylaws. That would be 'notice' enough, IMHO.

MaryA1 (Arizona)
Posts: 7,043

Posted:

Betty,

If an agenda is required to be provided with the notice of a meeting then it should have been mailed with the annual meeting notice. If it was not then it should be posted w/i 4 days of the meeting.

I believe the meeting would still be valid even if the agenda was not mailed with the notice or posted 4 days b/4 the meeting. However, any action taken on an item not appearing on the agenda could be rendered null and void but that would probably have to take place as a result of a court action.

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