ByLaw Amendment approval in Virginia

I would like to verify our Board is on the right page in adopting changes to the Amendments.

Our Articles of Incorporation say it formed a "stock" corporation under provisions of Chapter 10 of Title 13.1
There has never been stock issued and the assumption has been we are a non-stock Corporation. Am I missing something here? (BTW, I have lived here 22 years and never have seen the Articles of Incorporation....should all members have a copy of this?

My main question though being a Board Member and approval of Amendments. Upon checking the Articles there is no mention of Board Authority to amend, only states the affairs of the Corp shall be managed by the BOD.

We are in the approval stages of updating Bylaws and it was brought to our attention by our association attorney a vote is not required by the membership for approval. (our Bylaws currently do not address this area) Under duties of the Board of Directors (same as acting Officers in our amendments) states "cause to be kept a complete record of all its acts and corporate affairs and present a statement to the members, etc." Nothing really definitive about the approval process to change.

Nothing is mentioned in our Declaration of Covenants on this subject either.

Are we then to follow under Title 13.1-892. Finally, if the board approves may it still be put before the membership for approval? Our changes are pretty standard and should not present approval problems so we're thinking that to maintain the unity of our association that all members should have a voice and a vote.

I will say in our changes we did not include any changes to voting procedures.

Thank you.

Your changing the wrong document in a way...You all need to be looking at your CC&Rs than by-laws. The reason your lawyer may say not membership approval on the by-laws is because they don't have to be filed anywhere in most states. They are more internal HOA documents that fill in the blanks of the CC&R's. They may be filed together at the county but not necessarily need to be. By laws are a more fluid document and in some cases meeting notes/memos are enough to modify the by laws. However, most do have a percentage of the owners required to approve. Usually 51 to 75% of the owners. CC&R's takes the most votes upwards to 90% of the membership.

The CC&R's are the more binding documents. They run with the deed and provide the real restrictions. Incorporation documents could use an update along with the CC&R's but are state level documents. Both of these documents should reference the voting rights of members on how to modify the documents.

I always suggest every 5 to 7 years all HOA's should review and update their docs. It's good to keep up with the economy, modifications, technologies, and other issues of change. Otherwise your HOA could be living on some old rules that can strangle it.