By laws state Board can change anything with majority without member approval

Started by ReginaV1 • 9 replies • 2005 views

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ReginaV1 (Florida)
Posts: 13

Posted:

Dear Friends,
It came to our attention that in our by-laws, the membership vote
is a waste of time as our Board..that's right has the absolute
power to override a member majority with the Boards' 67% vote.
Archaic...
Any thoughts?

TimB4 (Tennessee)
Posts: 21,062

Posted:

Regina,

I'd have to see the language that authorizes the Board to amend the Bylaws on their own before I comment. Would you please provide it?

Tim

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Quote:

Posted By TimB4 on 11/11/2012 9:03 AM
Regina,

I'd have to see the language that authorizes the Board to amend the Bylaws on their own before I comment. Would you please provide it?

Tim

Our bylaws have language which permit the board to amend the bylaws. Approval of the membership is not required.

JeanneK3 (Maryland)
Posts: 562

Posted:

Regina:
What does Florida State law say? It would trump anything in your bylaws.
Jeanne

LarryB13 (Arizona)
Posts: 4,099

Posted:

In most associations, it works the other way around. That is, the board can amend the bylaws and the members can override board actions.

If you have an association with 100 homes and 3 members on the board, 98 members can vote to go one direction but if the remaining two members are on the board, the member vote fails.

TimB4 (Tennessee)
Posts: 21,062

Posted:

Bruce,

I know that some States allow the Board to amend the Bylaws. Typically when this is the process, the Board informs the membership of the change but does not hold a membership vote on the proposed amendment.

Regina's post indicated (or the way I read it) that the Board solicits a membership vote and then if they don't agree with it, ignores it and makes the amendment the way the Board wanted (because it is authorized to do so). I was wondering what the language was since it's unusual to seek a membership vote and then ignore it.

Tim

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Quote:

Posted By TimB4 on 11/11/2012 3:32 PM
Bruce,

I know that some States allow the Board to amend the Bylaws. Typically when this is the process, the Board informs the membership of the change but does not hold a membership vote on the proposed amendment.

Regina's post indicated (or the way I read it) that the Board solicits a membership vote and then if they don't agree with it, ignores it and makes the amendment the way the Board wanted (because it is authorized to do so). I was wondering what the language was since it's unusual to seek a membership vote and then ignore it.

Tim

In our case the board is required to give notice and allow the homeowners an opportunity to comment at a meeting called for that purpose. But, there is no requirement that the board modify proposed changes based on homeowner comments, and can choose to ignore them and do what it wants anyway. There is no provision for the homeowners to override any changes.

Of course, the homeowners can always vote to remove the directors, or simply not re-elect them when their terms are up.

CarolR11 (Colorado)
Posts: 2,563

Posted:

I, too, would like to see the wording, Regina. An the wording in your covnenents & state law as well.

JohnB26 (South Carolina)
Posts: 1,569

Posted:

By-Laws only regulate the operation of the CORPORATION

they do NOT, repeat NOT, over-ride or 'trump' the Covenants, Conditions, and Restrictions which run with the land itself

many people use the term 'bylaws' when what they actually reference are the CCRs

so what if the BOD decides how to run the corp?
it still must follow:
state law
and
the CCRS

the CCRs may NOT be changed w/o membership vote as they are the contractual obligations of the membership

if your HOA were NOT incorporated then you would NOT have by-laws at all

DOH

DuaneR (Washington)
Posts: 35

Posted:

I don't know your state law's(corparation) but in WA. corporate law the first Board that took over fron the developer wrote the orginal by-laws and should of set the vote needed to amend them for future boards-in your case 67% of the residents. The Board can write rules and policy letters all day long by a majority vote of the Board. When a new Board is elected or the new Board members out-number the present sitting ones then they can change or create new ones that suit them,like when BUSH changes CLINTON's rules and OBAMA changes BUSH's rules. You have to rember that by-laws are the way you operate( like a S.O.P. in your work-place)so maybe you are thinking by-laws when the Board is talking rules and regulations? But in general by-laws don't allow Boards to change anything with-out the requirement listed(67%) as you described. If your law's allow 10% of the residents to call a special meeting then maybe you can hold new elections and remove the majority that think they can good luck!

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