Overview

Most California HOAs operate on a simple model: each homeowner receives one vote, ballots go directly to the membership, and members vote in elections, recalls, and other major decisions without intermediaries. That is how most homeowners experience HOA governance. Delegate voting works differently.

In a delegate system, the HOA divides the community into districts. Each district selects a representative, called a delegate, who casts votes on behalf of the homeowners in that district. Instead of every member voting directly on every issue, the delegate casts votes according to the structure defined in the governing documents. Delegate systems typically appear in very large associations where hundreds or thousands of members make direct voting logistically difficult.

Delegate systems do not arise by default under the Davis-Stirling Act. They exist only if the CC&Rs or bylaws create them. Corporations Code 7152 permits associations to establish delegates and define their authority. Civil Code 5100(d) clarifies that the secret ballot election procedures required for member elections do not apply when delegates cast votes on behalf of members. That statutory distinction matters because it changes how voting power flows inside the association.

The structure of a delegate system can vary significantly. In some communities, delegates merely transmit votes actually cast by members in their district. In others, delegates cast votes proportionally based on how members voted. In still others, delegates exercise discretion and cast all votes for their district without being bound by member input. The legality of the system depends entirely on what the governing documents authorize and whether the structure conflicts with mandatory election statutes.

This Fact Sheet explains how delegate voting works, what Corporations Code 7152 and Civil Code 5100 require, how delegates are selected and limited, and where governance concerns arise. It also addresses how delegate systems intersect with recall elections and member voting rights.

Key Points

Delegate voting changes who casts votes, but it does not eliminate statutory guardrails. To evaluate whether a delegate system operates lawfully in your HOA, you must look first to the governing documents and then to the Corporations Code and the Davis-Stirling Act.

• Delegate systems exist only if the governing documents create them. The Davis-Stirling Act does not impose delegate voting on HOAs. Corporations Code 7152 allows an HOA to provide in its bylaws for delegates who exercise some or all of the authority of members. If your bylaws do not create a delegate structure, then one does not exist. If they do create one, the documents must define how delegates are selected, their term of office, and how they act.
  • Delegate authority must be grounded in the bylaws and implemented consistently across the governing documents. Corporations Code 7152 permits an HOA to provide in its bylaws for delegates having some or all of the authority of members. If the bylaws do not authorize a delegate structure, the board cannot create one through election rules, operating rules, or informal practices. That said, once the bylaws establish delegate authority, the CC&Rs may describe district structure, and the election rules may govern how delegates are selected, qualified, and removed. The legal foundation must begin in the bylaws, but the operational details often appear across multiple governing documents.
• Delegates are not the same as directors. Delegates function as voting representatives for districts or sections of “communities” within an HOA (typically a very large HOA). They do not automatically become members of the HOA board unless separately elected as directors. Their authority derives from the governing documents, not from the Davis-Stirling Act’s director provisions.
• Secret ballot election procedures do not necessarily apply when delegates cast votes on behalf of members. Civil Code 5100(d) clarifies that the statutory secret ballot requirements govern membership elections where members vote directly. When a properly created delegate casts votes on behalf of a district, those secret ballot rules do not apply to the delegate’s vote itself. That distinction often surprises homeowners who assume all HOA voting must follow the same procedure. [If you’d like to learn more about how elections work in most HOAs (without delegate systems in place), you can read my Fact Sheet, “California HOA Election Rules and Homeowner Rights.”]
  • Delegate systems typically follow one of three structures. Not all delegate systems operate the same way. In fact, for the most part, delegates may vote in one of the following three ways, based solely on how the bylaws are worded:
    • The delegate merely transmits the actual votes cast by members in the district, and the delegate may not diverge from the members voted.
    • The delegate casts votes proportionally based on how members voted.
    • The delegate carries all votes for the district and casts them without being bound by how members voted.
• Each delegate is limited to one vote per matter presented for action. Corporations Code 7152 limits delegates to one vote on each matter. Delegates may not vote by proxy. Even in large associations, delegate authority is not unlimited and must comply with statutory (and governing document) limits.
• Qualifications for delegates must still comply with the eligibility requirements of the Davis-Stirling Act. Election rules must specify qualifications for candidates for the board and for any other elected position. If delegates are elected positions, the association’s election rules must address eligibility requirements consistent with Civil Code 5105.
• Serving as both a director and a delegate is not automatically illegal. The Davis-Stirling Act does not prohibit a director from also serving as a delegate unless the governing documents restrict that dual role. If the bylaws allow it, dual service may be legally permissible. The issue shifts from legality to governance optics only when the structure interferes with statutory voting rights.
• Delegate systems become legally problematic when they interfere with member election or recall rights. Civil Code 5100 through 5145 governs recall elections when members must vote directly. If the governing documents require a direct membership vote to remove directors, the board cannot use a delegate structure to bypass or override the secret ballot and independent inspector requirements. If the governing documents lawfully assign recall authority to delegates, the analysis becomes document-specific and fact-intensive. [For a deeper dive into how recalls work, you can tune into an episode of the HOA HELL podcast, “How to Recall Your HOA Board in California: Legal Process, Signature Rules, and Strategic Tips.” If you prefer, you can read any or all of the Fact Sheets and Articles I’ve written on the subject, including “HOA Recalls in California: The Power to Remove Your HOA Board” or “HOA Recall Petition in California: Signature Rules and Requirements.”]
• Concerns arise when bad HOA boards manipulate delegate structures to insulate themselves from accountability. Problems develop when directors influence delegate selection, repeatedly appoint allies, or structure delegate authority in ways that effectively deprive members of meaningful voting power. At that point, the issue shifts from optics to enforceability under the Corporations Code and the Davis-Stirling Act.
• If your HOA uses delegate voting, start with the governing documents before assuming illegality. Review your CC&Rs, bylaws, and election rules. Identify how delegates are selected, what authority they hold, and how recall provisions operate.

Delegate voting is extremely uncommon in most California HOAs, but it can significantly affect how voting power operates inside very large communities. Whether the system works fairly or becomes abusive depends less on labels and more on how the governing documents allocate authority and whether the structure respects mandatory statutory protections.

If your HOA is abusing the delegate system, or if you question whether your HOA’s delegate structure conflicts with Civil Code 5100 or Corporations Code 7152, then call the top-rated HOA attorneys at MBK Chapman, and we’ll set your HOA straight.

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Homeowners searching for answers online will often come across articles that appear authoritative, but are actually written as search-engine marketing content rather than by an experienced HOA lawyer. These pieces tend to prioritize keyword density over clarity, accuracy, or legal context, which often leaves homeowners more confused than informed.

At MBK Chapman, our Fact Sheets are part of our HOA Law Library and are written by Michael Kushner, an HOA lawyer with decades of hands-on experience representing California homeowners. In fact, Michael Kushner is the HOA lawyer who pioneered the systems and strategies used by some of California’s most successful homeowner-side HOA law firms.

Each Fact Sheet is deliberately concise, statute-based, and designed as a quick-reference guide to help homeowners understand key HOA laws and enforcement rules at a glance.

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