Amending/Re-writing Bylaws

I'm a Board Director in charge of a committee to review, re-write and amend our 10 year old by laws. I am holding my first meeting next week. I have had about 14 residents sign up for this committee. How do I break this project into smaller, manageable task? I wanted at least 3 groups and assigned group leaders to each that will report back to me. -- any suggestions?

Barbara: Be careful. Below is an alert from the Maryland Homeowners'Association website. Jeanne

Predatory By-law Revision Alert!

Posted: 12/12/2009 12:00:00 AM, revised 5/14/2011

If you live in an association that is working to revise or amend HOA/Condo governing documents, here are some important tips to keep in mind as you review and prepare to vote on those changes. Homeowners, or a committee of homeowners, should review the new wording thoroughly, comparing existing wording to new wording line-by-line. This works best by having old text and new text in different fonts or colors while reviewing the documents.

1. Beware of boiler plate documents that completely replace old documents with new, and perhaps inappropriate, by-laws. MHA recommends that you never vote for totally new by-laws unless every line is explained to you.

2. Beware of language that states the homeowners should pay "all attorney fees actually incurred by the Board of Directors." This wording obligates homeowners to pay for the Board's attorney's fees, as well as their own attorney's fees. Such wording sets up a "no-win" situation for homeowners and could lead to bankruptcy and/or foreclosure. California has addressed this issue with Civil Code 1354 which states "in an action to enforce the governing documents, the prevailing party shall be awarded reasonable attorney's fees and costs."

3.Beware of wording that gives the Board the ability to file a lien for unpaid fines and then foreclose on the property. Wording such as: "the Board shall have the power to impose reasonable fines which shall constitute a lien upon the property and shall be collected in the same manner as any other assessment levied” or “in the event fines are not paid, such fines shall be collectible in the same manner as assessments” should be avoided. Recently, California and Florida have passed legislation to prohibit associations from including fines in a lien and fines may not be characterized, nor treated in the governing documents, as an assessment which becomes a lien. Arizona has passed legislation that an association can file a lien for unpaid fines, but the lien cannot be collected until the property changes ownership.

MHA recommends that before voting for any amendments to governing documents, homeowners carefully examine changes. If you do not understand the implications of the new wording, vote no.

One more thing - regarding language that states homeowners should pay attorney fees incurred by the Board of Directors. I personally think that's appropropriate if the Association had to sue for unpaid assessments or to compel compliance with the CCRs. If people fall behind, they should be contacting the Association to explain the situation and set up a payment plan - if they do nothing until they receive a nastygram from the Attorney, then why shouldn't they reimburse the association for those expenses? Attorneys don't work for free.

As for CCR compliance, I prefer low cost arbitration where both sides would split the costs or the loser pays all expenses - perhaps that would compel everyone to read the CCRs and work out differences in a constructive manner instead of yelling "I'll sue you bastards!"

We had a committee reword and rewrite certain parts of our bylaws. It then went to the board for a review. Then we held 3 evening "readings" of the Proposed bylaws and read them aloud, line by line, with those attending. Questions asked and answered. Some small changes. Back to the board for their "blessing."

At the annual meeting,the bylaw amendments were motioned, one by one, for approval by the members. Everything went very smoothly and they passed.

There were at least 10 committee meetings. At the meetings with the homeowners, the bylaws were presented in printed form, with the documents laid out in two colums, the old one on the left, the amended one on the right. It was easy to see the changes.

Thanks for all the tips. I guess my question is... for those of you who have attempted this task. How did you go about it? How did you break it down into smaller more manageable tasks. I have already solicited volunteers and we are meeting soon to talk about the task. At that meeting, I would like to be able to give them an idea of what needs to be done and etc... Should I have one group review a certain section and one group review another. Then come together and discuss possible laws that should be changed. What is a good agenda?

Just how were you able to skip that special meeting? My HOA (of which I'm a Board member) wants to try to get 'teeth' in our c&r's by introducing fines. Eliminating the special meeting would be a great help.

Thanks,
Steve