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Amending By-Laws

Started by SharonH9 • 25 replies • 1535 views

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SharonH9 (Virginia)
Posts: 216
Posted:
Our bylaws state that members must be notified of a special meeting to amend the by-laws and 2/3 majority are needed to make changes to the bylaws. Does this mean that 2/3 majority in attendance at the meeting or a 2/3 vote of the entire membership. I interpret it as 2/3 majority in attendance at the meeting. What does anyone else think? Thanks.
MelissaP1 (Alabama)
Posts: 13,836
Posted:
It is 2/3 of the membership. Which if you have a good attorney you can skip the special meeting requirement. The member would just have to give up their right to vote at a special meeting. This way you can gather the votes door to door. Just 2 documents. 1 for the vote and the other for giving up the meeting.

This is how we changed our rules. It just took 2 Years or more to do it.
Former HOA President
CarolR11 (Colorado)
Posts: 2,563
Posted:
Do your bylaws state the number of those attending that's required to reach a quorum? If you're incorporated and the details in your bylaws are as sketchy as you describe, you probably should like at your state's corporation codes.

In Iowa, are there other ways to vote to amend the bylaws? By proxy, for example, or via a mail in ballot?
CarolR11 (Colorado)
Posts: 2,563
Posted:
Do your bylaws state the number of those attending that's required to reach a quorum? If you're incorporated and the details in your bylaws are as sketchy as you describe, you probably should like at your state's corporation codes.

In Iowa, are there other ways to vote to amend the bylaws? By proxy, for example, or via a mail in ballot?
MelissaP1 (Alabama)
Posts: 13,836
Posted:
I should add that we could change our by-laws by simply approving the rules in our meeting notes. Of course all the membership had to be informed of the change. It is the CC&R's that are more stringent and require membership vote. By-laws are more "In-house" documents. CC&R's are deed restrictions and require more votes.
Former HOA President
SharonH9 (Virginia)
Posts: 216
Posted:
My original post was from memory as I misplaced the bylaws but have now located them. This is the exact verbage:

These bylaws may be amended by a two thirds vote at any annual or special meeting of the membership, provided written notice has been mailed to all members at least thirty days prior to the meeting.
CarolR11 (Colorado)
Posts: 2,563
Posted:
Sharon, I still have a feeling that your state's corporation code (if you're incorporated) might be helpful. How old are your bylaws? If old, there may be state legislation that makes it easier to amend your bylaws.

State statutes, for instance, may permit mail in ballots and/or proxies. Or they may establish a quorum--say 25% of the membership votes and 2/3 of that could amend your bylaws. It's very, very difficult--let's say impossible??-- to get 2/3 of the membership to attend a meeting!!

I also think it's puzzling that your bylaws don't state that your HOA must mail the recommended restated bylaws to the members xx days in advance so that they'd be well-informed when they come to a meeting to vote. Are members just supposed to show up at the meeting, get a copy (how many pages?), sit there and read it and then vote?

If you're not comfortable cruising Iowa's relevant statutes, I think you could get a quick & cheap answer from your HOA attorney.
BonnieG1 (Nebraska)
Posts: 1,186
Posted:
Quote:
Posted By MelissaP1 on 05/17/2013 6:19 PM
I should add that we could change our by-laws by simply approving the rules in our meeting notes. Of course all the membership had to be informed of the change. It is the CC&R's that are more stringent and require membership vote. By-laws are more "In-house" documents. CC&R's are deed restrictions and require more votes.

I wish out By-Laws were so eacy to amend. I don't think they are, but maybe I will review them again. I think our by-law require a 2/3 majority to amend.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
As Sharon said:

These bylaws may be amended by a two thirds vote at any annual or special meeting of the membership, provided written notice has been mailed to all members at least thirty days prior to the meeting.

Based on this, I say the Bylaws can be amended by 2/3rds of those showing up at the meeting assuming all were notified such what going to happen. This is regardless of the amount of the members that showed up.

Example: 200 (all) owners are property notified. 10 show up (proxies aside, keep it simple). 4 agree to the amendment(s). 2/3rds (4 of the 10) of those that showup agree. The amendment(s) pass by 4 out of 200 agreeing? Two percent? I doubt it.

Sharon, sorry but I think it could be/is trickier. My former docs said 2/3rd must showup (what our docs defined as a quorum) and then 2/3rd approval needed. In my above exampe 2/3rd have to showup (132 of 200) then 2/3rd of the 132 (88) have to vote to approve. Even then it is only 44% of all owners. Even if a majortiy of the 2/3rd it would be 67. Even then it is a bit over 33% of all owners.

As I said, it can get tricky. It is rarely as simple as the one sentence that Sharon posted.

Hope this helps.

SharonH9 (Virginia)
Posts: 216
Posted:
Quote:
Posted By JohnC46 on 05/18/2013 3:46 PM
As Sharon said:

These bylaws may be amended by a two thirds vote at any annual or special meeting of the membership, provided written notice has been mailed to all members at least thirty days prior to the meeting.

Based on this, I say the Bylaws can be amended by 2/3rds of those showing up at the meeting assuming all were notified such what going to happen. This is regardless of the amount of the members that showed up.

Example: 200 (all) owners are property notified. 10 show up (proxies aside, keep it simple). 4 agree to the amendment(s). 2/3rds (4 of the 10) of those that showup agree. The amendment(s) pass by 4 out of 200 agreeing? Two percent? I doubt it.

Sharon, sorry but I think it could be/is trickier. My former docs said 2/3rd must showup (what our docs defined as a quorum) and then 2/3rd approval needed. In my above exampe 2/3rd have to showup (132 of 200) then 2/3rd of the 132 (88) have to vote to approve. Even then it is only 44% of all owners. Even if a majortiy of the 2/3rd it would be 67. Even then it is a bit over 33% of all owners.

As I said, it can get tricky. It is rarely as simple as the one sentence that Sharon posted.

Hope this helps.


There are only 25 homes in the development and multiple vacant lots but many of the lots are owned by the homeowners so I am pretty certain its 2/3 majority who show up to the meeting. The annual meeting is not well attended so I do not see that 2/3 of the membership would ever ever show up to a special meeting. A quorum is 9 members including the BOD. A quorum was not even made at last year's annual meeting and there are 8 directors. There were 8 people in all last year with 3 members and 5 BOD in attendance. The treasurer didn't even come and there was no financial report.

I really want to see the bylaws amended for a number of reasons. They have not been changed since 2000, I don't believe they are in compliance with Iowa law (I'm not a lawyer so don't know for sure), the BOD picks and chooses what bylaws they want to enforce and which ones they don't. I believe simplifying them is the key. For one thing as small a development as we are 8 directors is too many. They have established a fee structure that is not proportional and fair to all homeowners.

I am currently running for the board and have asked that discussion of the bylaws be added to the agenda. Thanks for the input.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Sharon

With only 25 owners and many vacant lots, this begs the question of are under Declarant or owner control?

Also 8 BOD members is to many and with an even amount, it could make for tie votes thus noting gets done. I say 3 to 7 members are plenty. Our HOA calls for 5 to 7. We have 113 homes and I say 5 are plenty.

Hope this helps.

JohnC46 (South Carolina)
Posts: 14,265
Posted:
EDIT

You say 25 lots occupied but some owners own other lots. Some owners might could get one vote per owned lot so some of the 25 might have more then one vote each as in one per lot owned. Under the right situation, if one of the 25 owns 10 other lots it is possible that one owner gets 11 of 35 (25 plus 10) votes.

This "stuff" is not as simple as like to think/believe.

SharonH9 (Virginia)
Posts: 216
Posted:
Quote:
Posted By JohnC46 on 05/18/2013 6:19 PM
EDIT

You say 25 lots occupied but some owners own other lots. Some owners might could get one vote per owned lot so some of the 25 might have more then one vote each as in one per lot owned. Under the right situation, if one of the 25 owns 10 other lots it is possible that one owner gets 11 of 35 (25 plus 10) votes.

This "stuff" is not as simple as like to think/believe.


Members get one vote no matter the number of lots owned. The one thing I am certain of is that it is not simple. And getting these bylaws changed will be a challenge and may take a long time if I can ever get it accomplished. But I have to give it a try because I believe that all members should be treated equally and fairly.

Since my property is owned by my husband and myself, if we pay an extra membership fee of $75 we can each have a vote. Otherwise its one vote per member.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Sharon

You say:

Since my property is owned by my husband and myself, if we pay an extra membership fee of $75 we can each have a vote. Otherwise its one vote per member.

That in itself I have never heard of. I consider it stranger then one vote per owned lot as I cited in my might be example.

SharonH9 (Virginia)
Posts: 216
Posted:
Quote:
Posted By JohnC46 on 05/18/2013 6:44 PM
Sharon

You say:

Since my property is owned by my husband and myself, if we pay an extra membership fee of $75 we can each have a vote. Otherwise its one vote per member.

That in itself I have never heard of. I consider it stranger then one vote per owned lot as I cited in my might be example.


Well this is the only home we have ever lived in with a HOA so I really don't know what is "strange" and what is normal HOA procedure. To be sure some of this stuff does seem strange to me too. I can assure you that what I have posted is true. I have the bylaws right in front of me as I type these posts.
TimB4 (Tennessee)
Posts: 21,059
Posted:
Quote:
Posted By SharonH9 on 05/18/2013 7:07 PM

Well this is the only home we have ever lived in with a HOA so I really don't know what is "strange" and what is normal HOA procedure. To be sure some of this stuff does seem strange to me too. I can assure you that what I have posted is true. I have the bylaws right in front of me as I type these posts.

Typically it's one vote per lot/unit.
Since members are defined as owners, if the lot/unit is owned by more than one individual it is up to those individuals to decide amongst themselves how to cast their one vote.

Since most, if not all, of us have never read such language that allows multiple owners to purchase additional votes, is you are willing, it be nice if you could cite that exact language.

Tim
SharonH9 (Virginia)
Posts: 216
Posted:
Quote:
Posted By TimB4 on 05/19/2013 6:58 AM
Posted By SharonH9 on 05/18/2013 7:07 PM

Well this is the only home we have ever lived in with a HOA so I really don't know what is "strange" and what is normal HOA procedure. To be sure some of this stuff does seem strange to me too. I can assure you that what I have posted is true. I have the bylaws right in front of me as I type these posts.


Typically it's one vote per lot/unit.
Since members are defined as owners, if the lot/unit is owned by more than one individual it is up to those individuals to decide amongst themselves how to cast their one vote.

Since most, if not all, of us have never read such language that allows multiple owners to purchase additional votes, is you are willing, it be nice if you could cite that exact language.

Tim

Tim,

This is what the bylaws state:

Section 5. Voting Rights. Members shall have one vote regardless of the number of lots owned. When more than one name is listed on the membership there shall be one designated member for voting. Members shall be entitled to vote on each matter providing membership dues have been paid and providing home owners have paid sewer fees. If a separate membership is purchased for each person listed as owner of a property, each member is entitled to vote. Proxy voting is prohibited.

JeffT2 (Iowa)
Posts: 880
Posted:
Are your bylaws set up under Iowa code 504 (nonprofit corporations)? There is usually a statement near the beginning of the bylaws referencing the law (504).
TimB4 (Tennessee)
Posts: 21,059
Posted:
Sharon,

Thank you for that language.

It's the first I've seen that had it.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Sharon

Thanks for posting.

As I read it, it seems to me that an owner of additional lots could pay the $75.00 membership fee for each additional lot they own and be able to have a vote for each lot they own.

Also as I read it, it says that if 10 people owned one lot and they each pay the $75.00 memebership, then there could be 10 votes from that one lot.

Typically in an association there is one vote per lot and only one vote per lot no matter how many own the lot. In the case of multi person ownership (be it husband and wife or 10 people) one and one only will be designated as the voter.

Hope this helps.

SharonH9 (Virginia)
Posts: 216
Posted:
Quote:
Posted By JeffT2 on 05/19/2013 7:55 AM
Are your bylaws set up under Iowa code 504 (nonprofit corporations)? There is usually a statement near the beginning of the bylaws referencing the law (504).

Jeff,

Well that is an interesting question. The nonprofit corporation was formed under under Iowa Code 504. Do I believe that the bylaws are in complete compliance with the Iowa Code? No. I believe that the BOD has had some assertive, aggressive personalities now and in the past. We all know that the more assertive types can take over and the more mild, easygoing personalities just sit back and don't say much. And it is complicated. Knowing the laws and interpreting them is not an easy task. They often fly by the seat of their pants which I believe will someday come back to bite them. IMO the BOD has developed an attitude of keeping the status quo and if no one challenges them on things, it will be okay.

With that being said Iowa Code 504 has its limitations in that it references many times, (not an exact quote) unless the bylaws state otherwise, then the code goes on to list the particulars of that section.

Well Jeff, this is my lengthy answer to your simple question. lol

SteveM9 (Massachusetts)
Posts: 3,699
Posted:
Quote:
I interpret it as 2/3 majority in attendance at the meeting.


No. Wrong. It typically means 2/3 of all homeowners. Otherwise you could have a meeting, not tell anyone and change the bylaws.
SharonH9 (Virginia)
Posts: 216
Posted:
Quote:
Posted By SteveM9 on 05/19/2013 9:37 AM
I interpret it as 2/3 majority in attendance at the meeting.


No. Wrong. It typically means 2/3 of all homeowners. Otherwise you could have a meeting, not tell anyone and change the bylaws.

Steve,

I respect your opinion but the bylaws state:

These bylaws may be amended by a two thirds vote at any annual or special meeting of the membership, provided written notice has been mailed to all members at least thirty days prior to the meeting.

It does provide for notification.

SteveM9 (Massachusetts)
Posts: 3,699
Posted:
Quote:

I respect your opinion but the bylaws state:


I believe the spirit in which the ccr was written means 2/3 of all homeowners and would be easily challenged in court. Your setting yourself up for a legal nightmare if you think it only means 2/3 of people showing up to the meeting.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Quote:
Posted By SteveM9 on 05/19/2013 12:32 PM

I respect your opinion but the bylaws state:


I believe the spirit in which the ccr was written means 2/3 of all homeowners and would be easily challenged in court. Your setting yourself up for a legal nightmare if you think it only means 2/3 of people showing up to the meeting.

I agree.
SharonH9 (Virginia)
Posts: 216
Posted:
Quote:
Posted By SteveM9 on 05/19/2013 12:32 PM

I respect your opinion but the bylaws state:


I believe the spirit in which the ccr was written means 2/3 of all homeowners and would be easily challenged in court. Your setting yourself up for a legal nightmare if you think it only means 2/3 of people showing up to the meeting.

The CC&R's have expired and hold no authority. But I certainly agree with you that the 2/3 issue could set up a legal nightmare. I just posed the question because I believe the BOD would interpret it as I do, 2/3 of the members showing up. Personally I don't believe that it is in the spirit of community governance and it should be changed and/or clarified.

There are a number of issues in the bylaws that I believe should be changed for clarity and fairness. I was just saying that the current bylaws do provide for the notification part.

Thanks for your input. I appreciate it.

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