California real estate and deed of trust disputes | courtroom war stories and lessons learned

Court Intervenes to Halt HOA Election Abuse

Under California law, a homeowners association (HOA) is considered a “quasi-government entity” similar to a municipal government.  And, as courts have noted, “with power, of course, comes the potential for abuse.”

In an opinion recently published by California’s Fourth Appellate District — Takiguchi v. Venetian Condominiums Maintenance Corporation — the court addressed one form of abuse: “when incumbent board directors try to perpetuate their own power by failing to hold regular homeowner meetings or elections.”

Facts: incumbents thwart new election

Venetian Condominiums Maintenance Corporation (Venetian) is a 368-unit condominium project in the University Town Center area of San Diego.  It is a nonprofit mutual benefit corporation governed by California’s Nonprofit Mutual Benefit Corporation Law, found at Corporations Code sections 7110 et seq.

Venetian is run by a board of directors with three directors, and the bylaws require annual member meetings to elect directors at which a quorum must be present.  The board’s special election rules require the appointment of an independent, third-party inspector of elections to preside over the elections, receive ballots, count votes, and determine the results.

Ali Ghorbanzadeh, who owns 18 units, was elected to Venetian’s board of directors in 2008.  In 2009, he appointed his adult son to the board.  From 2009 through at least 2021, Ghorbanzadeh and his son controlled the three-member board.  Guy Takiguchi was elected as the third director in 2015.  From 2009 to 2021, the board repeatedly failed to hold annual elections due to either a purported absence of a quorum or other reasons.

Ghorbanzadeh’s seat was up for re-election at the 2020 annual meeting, and there were two other candidates competing for the seat.  A notice advised that the election would be held, and that owners could attend in person (virtually, due to Covid), by return of a ballot, or by proxy.  By the date of the meeting, the third-party election inspector (Ballot Box) had already received 166 ballots — just short of a quorum — and at the meeting several other unit owners attended virtually in numbers sufficient to constitute a quorum.

However, after an “emergency board meeting,” Ghorbanzadeh announced that the meeting had “failed” due to a lack of a quorum.  As such, the written ballots remained uncounted, and Ghorbanzadeh remained in his director role.

Takiguchi — the third director who objected to Ghorbanzadeh’s conduct — filed a petition in the superior court seeking an order under Corporations Code section 7510 compelling the board to hold the meeting to count the ballots and certify the election results.

Trial court: petition granted; HOA ordered to count and certify the votes

The trial court granted Takiguchi’s petition.  The court held the evidence established that a quorum was present at the election meeting, and ordered Venetian to hold a meeting for the purpose of counting the ballots.

Court of Appeal: affirmed

The Court of Appeal affirmed the trial court’s judgment.

The Court of Appeal first ruled that the trial court’s decision was supported by substantial evidence that a quorum was present at the election meeting.  The evidence showed that in addition to the ballots that had been received in advance of the meeting, additional owners were adequately identified as being present virtually or by telephone.  Those additional attendees, when combined with the ballots already submitted, were sufficient to constitute a quorum under the HOA bylaws.

The Court of Appeal also confirmed that the statute — Corporations Code section 7510(c) — empowered the  trial court to render its order.  The statute provides that if a HOA either fails to hold a regular meeting or fails “to hold a written ballot” within specified time frames, the court “may summarily order the meeting to be held or the ballot to be conducted[.]”  The court held that this language inherently also encompassed “ordering that completed ballots be counted.”

The court noted that one purpose of section 7510 “is to provide a quick judicial fix when an existing board is unfairly retaining its own power by prolonging its existence without holding regular member meetings or elections.”  To achieve this purpose, the court held, the trial court’s statutory authority must include not only ordering the ballot to be “conducted,” but also “counting the completed ballots.”  The court concluded: “Counting the ballots is a necessary part of conducting any bona fide election…. directors cannot be elected unless the ballots are counted.”


Under the Takiguchi opinion, a trial court has authority under Corporations Code section 7510 not only to order an HOA to conduct a meeting or an election ballot, but also to order that the ballots be counted.  This provides a useful tool to dislodge entrenched board members who remain in power by thwarting elections.