Bylaws LEGAL if not signed by Directors & certified by Secretary?

On March 3, 2013, the President, VP and Sec-Treasurer, the legal and initial Directors elected by the members after the Developer turned over the HOA, voted to adopt the Bylaws written. The Developer never wrote Bylaws. Our HOA Attorney confirmed that the Bylaws may but don’t have to be recorded in our county records.

I served as a Director appointed by the Declarant on his Board to make the Turnover happen, elected as an initial Director on Oct. 4, 2012 and resigned on June 10, 2013. The VP resigned on Aug.15, 2013 so the President also resigned. They will appoint new Directors. The Annual Meeting is October 13, 2013.

The Bylaws were never signed, certified by all three initial Directors nor was the Corporate Seal was applied. No signed copy exists. So, before you ask why I didn’t get this done, two votes to one vote is democracy and politics only got worse.

Are the Bylaws legal if not signed or certified?

I feel the three initial Directors should sign the Bylaws and the Secretary certify on March 3, 2013 to certify the Bylaws and apply the Corporate Seal before or at the Annual Meeting October 13 and publish.

Do you agree?

We did successfully accomplish the Special Assessment amount levied by the Board and every Member complied because we all agreed upon the exterior maintenance of dwellings, liabilities and other items must be completed for a new Association.

Your time to respond is appreciated.

That's a legal question which needs to be asked of an attorney or, as Glen pointed out, your States Corporation Commission.

Obviously, it would have been better had they been signed. However, if there is documentation in the minutes that they were adopted and said Bylaws were attached to those minutes, the Association could likely provide a good defense that they are valid. Additionally, if those Bylaws were published to the membership as being adopted, then that would help prove that those were the adopted bylaws (signed or not).

If the minutes don't exist or a copy of the Bylaws weren't attached, then it would be harder to prove that those were the Bylaws adopted.


I agree that they should be signed.
However, if the date of the signature is after the resignation date, it may cause more problems. Therefore, this sounds like another question for the Attorney.

The two Directors advised they are resigning at the Annual Meeting.

If the Bylaws are signed before the meeting is adjourned, I believe it is okay to sign and the Secretary certify on October 13, 2013.

Attorney Advice: these two won't pay for attorney advice. They already refused the Attorney's legal advice because she ruled what they wanted was NOT LEGAL per the Declaration so they did it anyway, they know it all. So, this HOA is a disaster approaching our first anniversary.

Tim, I don’t log in very often; I have to learn how to not start a new thread to ask a few questions on Bylaws.

I sent you a separate email to ask some questions and would appreciate your valuable expertise.

Another new Board in town is just starting the process where the Developer turned over the HOA to the members. I sent them the email link to hoatalk.com to ask questions from the professionals that have valuable expertise over the years. It gives new HOAs hope to have a professional and experience to ask questions.

Thanks,