Lake Lindero HOA v. Barone (2023) 89 Cal.App.5th 834

This case concerned approval requirements for recall elections. Lake Lindero is a 459-lot planned development. The association's bylaws required a majority vote of the entire membership to remove the board, i.e., at least 230 affirmative votes. When quorum was not met in the first meeting, it was adjourned to a second meeting where quorum dropped to 25% (115 members). The Corporations Code only requires a majority vote once a quorum was established, to recall the board. Of the 190 ballots cast, 156 voted to remove the board. The Inspector of Elections declared the Board recalled and new directors were seated. In the litigation that followed, the court ruled that the Corporations Code controlled and the board was properly recalled. Thus, the Courts will look to the clear bylaws, rules and regulations already established in an HOA’s governing documents before the Court makes its own interpretation.

MANAGER TAKEAWAY: This case, too, settles a question that has led to diverse opinions by association attorneys regarding the number of votes necessary to recall an entire Board when a reduce quorum is present by confirming that when a reduced quorum is present, it is the majority vote of the reduced quorum that is all that is needed to recall an entire Board. Managers should keep in mind that if less than the entire Board is being proposed to be recalled, and the bylaws provide for cumulative voting, then the majority vote rule does not apply, and the method that must be used is the often-misunderstood method of reverse cumulative voting must be used. Because this method of voting is often misunderstood, The Judge Law Firm will be publishing a separate article on this subject after the first of the year, simplifying the process and providing an easy to use calculation to determine whether the recall of less than the entire Board is successful.