Last updated: October 2026
California gives homeowners real enforcement rights against a board that will not follow the rules. Your association cannot decide association business outside a properly noticed open meeting, cannot use executive session for general business, cannot refuse records you are entitled to inspect, and cannot run an election outside the statutory procedure. Where it breaches the open meeting requirements, a member who prevails can recover attorney fees and a civil penalty of up to $500 per violation. Bay Legal, P.C. advises California homeowners challenging board conduct.
Definition: Board misconduct means action outside the authority or procedure the Davis-Stirling Act and the governing documents require, whether or not anyone acted in bad faith.
What are your rights, and what are they worth?
| Your right | What it requires of the board | Authority |
|---|---|---|
| Open meetings | No action on association business outside a noticed meeting, and no decision by email chain | Civ. Code § 4910 |
| Notice and agenda | Four days for a regular meeting, two for executive session, with the agenda | Civ. Code § 4920 |
| Agenda discipline | No discussion or action on items not on the agenda at a non-emergency meeting | Civ. Code § 4930 |
| Attendance and comment | You may attend open sessions and speak within reasonable time limits | Civ. Code § 4925 |
| Minutes | Available to members within 30 days of the meeting | Civ. Code § 4950 |
| Executive session limits | Only five permitted subjects — see below | Civ. Code § 4935 |
| Record inspection | Production within statutory timeframes, with limited redactions | Civ. Code § 5200 et seq. |
| Elections | Secret ballot with an independent inspector of elections | Civ. Code §§ 5100–5145 |
The enforcement provision is what makes these rights worth asserting. Under Civil Code section 4955, a member may bring an action to enforce the open meeting requirements, and a prevailing member is entitled to reasonable attorney fees and a civil penalty of up to $500 for each violation. A board that has conducted business improperly over a period of months may be exposed on each occasion rather than once.
Can the board meet in private?
Only in executive session, and only on five subjects. Civil Code section 4935 limits it to litigation, contracts with third parties, member discipline, personnel matters, and meeting with an individual member about an assessment payment plan at their request under section 5665.
Two points owners frequently miss. The board must actually adjourn to executive session rather than simply keeping a sensitive item off the open agenda — the second is a breach even if the subject would have qualified. And matters discussed in executive session must generally be noted in the minutes of the next open meeting, so the minutes themselves are evidence of what happened.
A board that routinely resolves general business behind closed doors leaves a documentary trail in its own records, and those records are inspectable.
What if they will not give you records?
Request them in writing, and be specific. Civil Code section 5200 and following entitle members to inspect a broad range of association records — financial statements, budgets, meeting minutes, membership lists, contracts, insurance policies, and the governing documents — subject to defined timeframes and limited permitted redactions.
A refusal without a statutory basis is not the end of the matter. Members can seek a court order compelling production, and the association’s exposure includes the member’s costs. In practice a properly framed written request citing the section resolves most refusals, because the association’s own counsel will advise them the position is not defensible.
Records are also how most other challenges are built. Minutes establish what was decided and where; the budget report establishes whether an assessment increase was properly disclosed; enforcement correspondence establishes selective enforcement. Request the records first and decide what to do second.
Can you challenge an election?
Yes, where the statutory procedure was not followed. Civil Code section 5100 and following require elections for directors, assessment increases requiring member approval, amendments to governing documents, and grants of exclusive use common area to be held by secret ballot, with an independent inspector of elections who is not a director, candidate, or someone related to one.
Common grounds for challenge are a defective ballot procedure, an inspector who was not independent, failure to give the required notice, ballots counted outside an open meeting, or candidates improperly excluded from nomination. An election conducted outside the procedure can be set aside and rerun.
Timing matters. Election challenges are subject to short deadlines, and a member who waits for the next annual meeting to raise a concern has usually waited too long.
What if a director is acting in their own interest?
Directors are fiduciaries. In Frances T. v. Village Green Owners Assn. (1986) 42 Cal.3d 490 the California Supreme Court confirmed that association directors are required to exercise their powers with due care and undivided loyalty, and those duties arise under both the Corporations Code, which governs the association as a nonprofit mutual benefit corporation, and the Davis-Stirling Act.
The duty of loyalty is breached by a director who steers contracts to a business they are connected with, uses association funds for personal benefit, or retaliates against a member who challenged a board decision. The duty of care is breached by decisions taken without reasonable investigation — though directors may rely on managing agents and professional advisers, and a good-faith informed decision is protected even if it turns out badly.
Interested-director transactions are separately constrained by Civil Code section 5350, which requires disclosure and recusal on defined categories of decision. A contract awarded without that disclosure is vulnerable, and the minutes will show whether the recusal happened.
Remedies include an action to compel an accounting, to recover misappropriated funds, or to remove a director. Removal generally proceeds by member petition and vote under the governing documents and the Corporations Code, rather than by court order, and the procedure is exacting — a recall that does not follow it fails and entrenches the board it was meant to replace.
What should you do first?
- Put the request in writing and cite the section. Verbal requests leave no record and are easy to deflect.
- Request the records before deciding what to challenge. Minutes, budgets, and correspondence are where the evidence is.
- Check the deadline. Election challenges in particular carry short limitation periods.
- Use internal dispute resolution. Free to you, and the association must participate when you invoke it under Civil Code section 5900 and following.
- Then alternative dispute resolution, under sections 5925 to 5965, before most litigation. A party who unreasonably refuses can be denied attorney fees even if they later win.
- Take advice before filing. Fee-shifting under Civil Code section 5975 runs both ways in actions to enforce the governing documents — if you lose, you may pay the association’s costs.
Who advises homeowners at Bay Legal?
Managing attorney Jayson R. Elliott leads the firm’s HOA practice. Lead litigation attorney Evan Livingstone heads the litigation group. Clarence Olson practises in real estate law.
Scope. Bay Legal, P.C. represents both homeowners and association boards, though never both sides of the same dispute. Acting for boards means the firm knows how a board documents its decisions and where the gaps usually are, which is useful when challenging one.
Bay Legal, P.C. serves homeowners statewide from offices in Palo Alto and Los Angeles.
Frequently Asked Questions
My HOA will not give me records. What can I do?
Request them in writing citing Civil Code section 5200, which entitles members to inspect financial statements, budgets, minutes, membership lists, contracts, and governing documents within statutory timeframes. A refusal without a statutory basis can be met with a court order compelling production, and the association may bear your costs. Most refusals resolve once a properly framed request arrives.
Can my HOA board make decisions by email?
No. Civil Code section 4910 prohibits the board from taking action on association business outside a board meeting, including through a series of electronic transmissions, except in narrowly defined emergencies with unanimous written director consent. A decision taken by email chain is open to challenge.
What can the board discuss in executive session?
Five subjects only, under Civil Code section 4935: litigation, contracts with third parties, member discipline, personnel matters, and meeting with an individual member about an assessment payment plan at their request. The board must adjourn to executive session rather than simply omitting the item from the open agenda.
What do I get if the board breaks the open meeting rules?
Under Civil Code section 4955 a member may sue to enforce the open meeting requirements, and a prevailing member is entitled to reasonable attorney fees and a civil penalty of up to $500 per violation. A board that has conducted business improperly over months may be exposed on each occasion rather than once.
Can I challenge an HOA election?
Yes, where the statutory procedure under Civil Code section 5100 and following was not followed — a defective ballot procedure, an inspector who was not independent, inadequate notice, ballots counted outside an open meeting, or candidates improperly excluded. An election conducted outside the procedure can be set aside. Deadlines are short, so act promptly.
How do I remove a board member?
Generally by member petition and vote under the governing documents and the Corporations Code, rather than by court order. The procedure is exacting and a recall that does not follow it fails, which entrenches the board it was meant to replace. Confirm the petition and quorum requirements before circulating anything.
Related Questions
Can the board retaliate for challenging them?
Retaliation against a member for exercising a legal right is a breach of the duty of loyalty and can support a claim in its own right. Document the sequence of events.
Who can be the inspector of elections?
Someone independent — not a director, candidate, or a person related to one, and not someone under contract to the association in a way that compromises independence.
Are board members personally liable?
Usually limited by volunteer immunity and the business judgment rule, but not for self-dealing, intentional misconduct, or gross negligence. Insurance covers good-faith decisions.
Do I have to go through IDR before suing?
In most cases yes, and it costs you nothing. Alternative dispute resolution follows, and refusing it unreasonably can cost you attorney fees even if you eventually win.
Talk to a California HOA attorney
Records are where most challenges are built, and election deadlines are short. To discuss board conduct in your association, call the office nearest you or email intake.
Bay Legal, P.C. — serving California statewide
Northern California office
667 Lytton Ave Ste 3, Palo Alto, CA 94301
(650) 668-8000
Southern California office
3211 Cahuenga Blvd W Ste 212, Los Angeles, CA 90068
(213) 668-8000
Intake: intake@baylegal.com
Fax: (650) 963-0041
Website: https://baylegal.com
This page is general information about California law and does not constitute legal advice or create an attorney-client relationship. For advice on your specific situation, contact a licensed California attorney.