REASONS for Amending Bylaws???

Our Board approved revising our CC&Rs and Bylaws, which were written in ’01, and the cost is in our '12 operating budget. We’re doing the Bylaws first and I’m Board Liaison to our HOA attorney on this project and our Property Mgr. is involved too.

Our Board of seven has become lukewarm to the revisions. So I need advice about how to get them interested again and also, ultimately, to interest our Membership. A simple majority of all units is needed to approve the revisions to the Bylaws.

My sales pitch, so far, is that we need to get rid of confusing developer (declarant) language, come into compliance with the many changes to CA Civil Code and other new statutes since ’01, make the doc more readable, and establish qualifications for directors to seek the position and to retain it. Right now, the only qualification is ownership in our HOA. I’ve also read that lenders view updated docs favorably.

(Our Bylaws contain no Rules & Regs; they’re in a separate governing doc.)

What other arguments can I make to get this done?? Thank you!

I agree the CC&R's need change first and foremost. By-laws aren't required to be filed at any level. It's a courtesy to be filed with the CC&R's but NOT required. By-laws can be changed by meeting notes or general adopted rules. They are more of a "live" document than the others.

I would get rid of the high requirements to change the documents for the future. Remove the references to the developer/builder if homeowner ran. Remove the old 2 voting system that existed with the developer. Make sure HOA members have to be owners. I would also upgrade references to technology like satellite dishes or green energy devices.

It's an expensive process and NOT easy. It took us over 2 years to make 5 to 7 changes. We got lucky that our lawyer drafted us a document that allowed us to skip the special meeting requirement. THat way we could go door to door to gather the required votes. An option to look into to help make the voting requirements. Persons will just have to sign two documents when casting their votes. One giving up their right to vote at a special meeting and the other the actual vote. This will help you speed up the process and information....

Melissa while CA law may not require bylaws to be filed, other states do require it and the covenants themselves may require it, ours does.

Carol the threshold for removing the Declarant from your documents is actually lower. http://www.davis-stirling.com/MainMenu/Statutes/CivilCode13555/tabid/859/Default.aspx#axzz1pBIqZ2tG

My suggestion is that if you're going to do it, do it all at once, even though you do not have to modify your documents - you do have to follow the law. My selling point both for the Board and your fellow homeowners is that bringing them up to date will avoid confusion between conflicting statements.

Thanks to all of you for your replies!

Coincidentally, our HOA attorney sent his first draft of the restated Bylaws to the PM & me today. Our PM & I made many suggestions, asked many questions, etc. before he started his work. His preference was to do the Bylaws first--he's been a very helpful attorney to us for over 4 years, so I didn't question his preference.

I'm very aware of the hierarchy of documents and that our Bylaws must not conflict with our CC&Rs. Our existing Bylaws don't conflict with CA Corps. Code and I see that the proposed restatement doesn't either. The main changes needed have to do with CA Civil Code, which our attorney has revised in the Bylaws draft. Developer language is gone--what a treat!

Some time ago, we updated our Rules & Regs to deal with satellite dishes, though they're rarely used here. There are 2 & we have 211 residential units in 2 high rises.

There's no requirement to file or record the Bylaws in Cali.

Thanks much, Glen, for your response to my original question about "selling" the restatement of the Bylaws: to avoid confusion between conflicting statements. I like your wording.

I'll appreciate any additional ideas!!

Thanks for your advice, Glen.

One issue re: asking Owners to vote on the two docs in the same mailing is that amending the Bylaws only requires approval by a simple majority of all eligible voters. there's nothing controversial in the Restatement and qualifications for directors might be appealing to some.

To amend the CC&Rs requires 67% approval of all eligible voters.

I also believe that Owners will find it really overwhelming to get both at once, two ballots, etc. They might just sigh & chuck the whole package. The PM & I agree with our attorney that a Owner getting a ballot for restating the 20-page Bylaws first will help ease the path toward getting approval of the much lengthier CC&Rs (now 90 pages) a couple of months later. But I'm going to pass your suggestion on to the board and see what they think.

Like everyone else, I've heard horror stories about how difficult it is to get enough votes. About 35% of our units are rented out, so those Owners might be less motivated to vote unless we can persuade them that updated docs really do appeal to lenders. About 20% of Owners have a condo here as a 2nd home; some rarely are here.

The plus side is that Owners may vote by mail in Calif. and don't have to attend a meeting. Because of that we never have a problem getting a quorum for our annual elections, and for electing directors and a few other matters, only 25% of eligible Owners makes a quorum. In the case of amending docs, though, we'll certainly provide stamped self-addressed return envelopes.

Carol, I recommend doing the Bylaws first. They are usually easy to amend as most Bylaws only require the vote of 2/3 of the MEMBERS present and voting at a duly called members meeting. Whereas, amending the Declaration of CC&Rs is difficult due to HOMEOWNER apathy. It usually requires from a simple majority to 3/4 or more of ALL HOMEOWNERs to amend the CCRs.

IMO approval of amendments to the CC&Rs should never be combined with approval of Bylaws. That's "too big of a bite of the apple". Don't confuse the homeowners.

Hi Carol:

I agree with Roger in that doing both at the same time most likely will confuse the owners. After all how many owners have really read their documents, much less the State laws which also affect an HOA. Because your attorney started with the Bylaws then that is what you should potentially continue with because of the costs involved.

However, potentially I would have started with the CCR’s because that is the “meat and potatoes” whereas the bylaws are the “gravy” of an association. Once you get the meat and potatoes served everyone is ready for the gravy. LOL … the best bet is to potentially tackle the hardest task first in the long run. Once you get most past the difficult part the rest is much easier.

Say, Roger, I like your advice to send targeted mailings to non responders. It also reminds me that early and mid summer are best for door-knocking here as most of our part time owner occupants are physically here more often in the summer. (Their primary or vacay homes tend to be in the desert and we're in a coastal setting.)

I'm sure I'll be seeking more advice further down the road.

Thanks to everyone.

Hi Melissa,

Your statement about bylaws not having to be filed. Are you speaking only for your state or does this apply to the bylaws of all states?
Thank you.