California HOA Online Voting: The Davis-Stirling Rules for Electronic Ballots

California boards ask a shorter question than Florida boards: not “are we required to?” but “can we finally run the annual meeting by email?” Under the Davis-Stirling Act, the answer is yes for most member votes — Civil Code § 5115(f) says elections of directors and other Article 4 elections “may be conducted entirely by mail, electronic secret ballot, or a combination of mail and electronic secret ballot.” But California’s electronic-ballot procedure is more prescriptive than most boards expect, and it comes with one absolute exception that surprises nearly everyone.

This guide walks through the procedure in the order a board actually meets it: adopting the rule, what the rule must contain, how quorum works when ballots go electronic, and how the count has to happen. It reflects the Civil Code as amended by AB 2159, effective January 1, 2025, and is not legal advice — for a contested recall or an assessment election, association counsel should make the final call.

First, the Vocabulary: “Electronic Secret Ballot”

Older articles and vendor pages sometimes cite Civil Code § 5106 or § 5116 for electronic voting. Those sections are vacant — they contain no law. The operative term is “electronic secret ballot,” defined in § 5105(i)(9) as “a ballot conducted by an electronic voting system that ensures the secrecy and integrity of a ballot pursuant to the requirements of this article.” That definition is doing a lot of work: it is the statute’s entire spec for the software itself, and it inherits every procedural rule in Article 4.

“Integrity” here is not just marketing language. What the code makes explicit: a member’s electronic vote is effective the moment it is transmitted and may not be revoked(§ 5105(i)(5)–(6)), and nobody may open or review a tally sheet of electronic ballots before the public count (§ 5120(c)).

Step 1: The Board Adopts an Election Operating Rule

Unlike Florida, California does not require a member-by-member consent campaign or a standalone board resolution. § 5105(i) opens: “Notwithstanding an association’s governing documents, the association may adopt an election operating rule that allows an association to utilize an inspector or inspectors of elections… to conduct an election by electronic secret ballot.” The board adopts that rule through the ordinary operating-rule process (§§ 4340, 4360) — no member vote is required.

Now the exception. The same sentence ends with: “except for an election regarding regular or special assessments, as provided for in Chapter 8 (commencing with Section 5600).” Electronic ballots are prohibited for regular and special assessment elections. An association can e-vote its board election, its bylaw amendment and its exclusive-use grant — but the assessment increase that usually fills the meeting room must run on paper or in person. Boards that discover this after announcing e-voting for the dues vote have to unwind the notice.

Step 2: What the Rule Must Contain

§ 5105(i)(1) lists what the election operating rule has to specify. This is the compliance checklist for going electronic:

• Freedom to switch methods. A member may change from written to electronic ballot, or the reverse, no later than 90 days before the election. Locking people into one channel is not allowed.
• Identical ballot contents. The electronic ballot must contain the same candidates and measures as the paper ballot — same election, same choices.
• Opt-in and opt-out mailing rules. How members get into (and out of) the electronic-voting pool, and what the association mails them when they do.
• A voting list, and disclosure of it. The association must keep a list of who is voting electronically versus on paper, and that list is disclosed in the annual statement under § 5310.
• A valid email address on file. A member who wants to vote electronically must give the association a working email address. Members without one on file get a paper ballot (§ 5105(i)(7)).
• No floor nominations. Nominations from the floor are prohibited in electronic elections — the candidate slate closes with the notice.

On top of the rule, the timing requirements still apply in full: each member must receive individual notice of the electronic ballot at least 30 days before the election, with instructions on how to access the internet-based voting system (§ 5105(i)(3)); the ballots themselves must be mailed or delivered not less than 30 days before the voting deadline (§ 5115(c)).

Step 3: Quorum Works Differently for Elections and Everything Else

This is where California boards most often get bad advice, because there are two separate quorum answers.

Director elections: there may be no quorum at all. § 5115(d)(1), as rewritten by AB 502 (effective January 1, 2022): “A quorum shall be required only if so stated in the governing documents or other provisions of law.” Unless your bylaws impose one, a director election can be decided purely by ballots received. And if the bylaws dorequire a quorum, every ballot the inspector receives is treated as a member present — so an electronic-voting campaign is still the most reliable way to hit it. If the required quorum fails, AB 1458 (effective January 1, 2024) added a floor for the reconvened meeting: after an adjournment of at least 20 days, the quorum is 20 percent of the members (§ 5115(d)(2)).

Other member votes: the default is one-third, not a majority.For amendments, rule ratifications and other non-election votes, Davis-Stirling itself sets no quorum — the default comes from Corporations Code § 7512(a): one-third of the voting power constitutes a quorum, and the majority of the voting power represented and voting decides, unless your bylaws set different numbers. (A caution for anyone reading old summaries: the quorum bill from 2023 is AB 1458, not AB 1459 — the latter concerns construction work.)

Either way, the electronic ballot counts toward it. § 5105(i)(8): a member voting electronically “shall be counted as a member in attendance at the meeting.” The same subdivision adds one discipline: once quorum is established, no substantive vote may be taken on any issue other than the ones specifically identified in the electronic ballot.

Step 4: Independent Inspectors and the Public Count

Electronic voting in California does not change who runs the count. Every Article 4 election is conducted by an independent third-party inspector or inspectors of elections (§§ 5105(a)(5), 5110) — not by a board member, not by the management company that answers to the board. All ballots, electronic ones included, are “counted and tabulated by the inspector or inspectors of elections… in public at a properly noticed open meeting of the board or members” (§ 5120(a)).

AB 2159 added the electronic-ballot version of that secrecy: § 5120(c) now provides that no person may open or otherwise review any tally sheet of votes cast by electronic secret ballot before the time and place of the public count. Results go to the board, into the minutes, and out by general notice within 15 days (§ 5120(b)).

The statute does not certify vendors, and no state agency approves platforms. What a board should be able to show if a result is challenged: a system that kept the ballot secret and intact (§ 5105(i)(9)), a voting list matching each electronic voter to one membership, an independent inspector who alone could see the tally, and a public tabulation that anyone could attend.

Which Votes Need a Secret Ballot — and a Timeline for Your Next Election

Secret ballots are mandatory (§ 5100(a)(1)) for four member matters: assessment votes that legally require a vote, election and removal of directors, amendments to the governing documents, and grants of exclusive use of common area (§ 4600) — plus any topic the operating rules expressly put under Article 4. Operating-rule changes and budgets are not member secret-ballot matters, and directors must stand for election at least every four years for each seat (§ 5100(a)(2)).

• ✓Board adopts the election operating rule authorizing electronic secret ballots (§ 5105(i)) — assessment elections excluded
• ✓Notice of the election procedure and deadline at least 30 days before ballots go out (§ 5115(b))
• ✓Members confirm their method, switch, or submit a valid email address — changes close 90 days before the election
• ✓Individual e-ballot notice with access instructions, and ballots delivered, at least 30 days before the voting deadline
• ✓Independent inspectors of elections engaged; voting list (electronic vs. paper) maintained for § 5310 disclosure
• ✓Voting window opens: electronic votes effective on transmission and irrevocable (§ 5105(i)(5)–(6))
• ✓Ballots tabulated in public at a noticed open meeting; no e-ballot tally sheet reviewed before that moment (§ 5120(c))
• ✓E-voters counted toward quorum (§ 5105(i)(8)); results noticed within 15 days (§ 5120(b))

California’s rules are more detailed than most states’, but they reward exactly the behavior good boards already want: notice far in advance, an independent count, and a paper trail. A board that follows the operating-rule, notice and inspector requirements in § 5105(i) gets a legally recognized electronic election, a quorum count that no longer depends on who can drive to the clubhouse, and records that stand up to the losing side’s attorney. For how electronic voting fits into the broader rule set, see our guide on whether an HOA can vote electronically, and for thresholds outside California, the state-by-state quorum table.

Related reading: Can an HOA Vote Electronically? · HOA Election Quorum Requirements by State · Florida HOA Online Voting (s. 720.317) · Quorvum for HOA online voting