Repealing The Bylaws

HOA Bylaws are generally undergirded by any given state's corporations codes. Your 67% is higher than our simple majority, which is needed to approve.

The language, I think, is amend for a few changes, or "rewrite" for a fundamental change. Ours too, are boilerplate and i imagine that's common.

We tried to rewrite ours but only reached about 40% and my board was too impatient to try to extend the approval period and send out targeted pleas to those who hadn't voted. i recall it cost us maybe $12-1,500 in attorney's fees and the ballots mailer.

What is is that you want to change Edward? It sounds like you;re trying to do many things at once in your HOA.

HOA attorneys make sure that the rewritten bylaws comply with and do not conflict with with state and federal laws and sometimes municipal laws.

In addition, bylaws may not contradict or conflict with "higher level" documents such as your CC&Rs and Articles of Incorporation.

What about your bylaws bothers you, Edward?

Oops! The URL got trashed. It's www.hoa-usa.com/statelaws/nj.aspx

I asked for experiences, not admonitions.

Edited to add the following: We had our new law firm write the amendment and our MC sent out a mailer to the homeowners for comments. We scheduled 2 information meetings (attended by the lawyer to answer questions). We served refreshments at each meeting to encourage attendance. As for voting, we needed 67% of 118 homes for it to pass. I believe we ended up with 69% approval. We had online voting (matched to their HOA account) and actual ballots. The board members also knocked on neighbor's doors and explained the issues. After approval, the HOA membership was notified. By state law, homeowners apparently have a full year to contest the changes to our by-laws but would have to file a lawsuit (highly unlikely).

A total, our costs were:

$1500 for the law firm to write the amendment and attend 2 informational meetings
$750 in MC administrative costs such as their time to process mailers, verifying membership votes, etc
$200 in refreshment costs

I am missing some of the misc costs but I think our total expenses were $2700 or so. Time from the amendment being written and the final approval vote was 4 months.

I withdraw my comment.

Yes, so to speak.

In 1993, we amended our CC&Rs and Bylaws. It was a huge effort but we effectively replaced the whole document with a new one. The votes were to accept the new set as written.

When Ohio passed an update of its Condo statutes in 2004, it contained a clause to allow COA's to update their By-laws to conform with the new law without a homeowner vote. While the law governs, whether or not the By-laws are updated, this removed any ambiguities between the old and the new.

You asked for experiences – we didn’t repeal all of our Bylaws, but tweaked them a few years ago. A draft copy was sent to everyone and they were given a deadline in which they could send comments. The Board would have reviewed suggestions with the Association attorney to see what made sense then prepared another draft, incorporating some and then explaining why others were rejected. In our case, we didn’t receive any comments, so the final draft was approved by the board and sent to homeowners for their review, along with the date and time of a meeting where a vote would be taken. If you couldn’t come to the meeting, you had to sign and return a form indicating whether you approved the changes or not.

At our meeting, we also discussed proposed updates to the CCRs, and more time was spent on that because people didn’t like the rental cap proposal (needless to say, that didn’t pass and now our CCRs are horribly outdated, but that’s another story).
As for the Bylaws, we only need 10% of the homeowners to approve them – we had far more than that at the meeting, a motion was made, seconded and passed by a show of hands and that was that.

You said your Bylaws are full of ambiguities, errors and such. I believe the Bylaws dictate how the Association is to be run, covering things like voting rights for homeowners, terms of board members, etc. To make sure you do this right, have your association attorney take a look to see what’s going on. You can give the attorney a list of areas that are most problematic, and perhaps pass along some ideas of what you’d like to have in it. From there, he or she can come up with some proposals – you may not need to toss the entire thing (maybe the real problem is everyone’s misinterpreting what’s written), but change the language in some areas, drop others and add a few more.

Since the Board already has a lot to do, you might want to charter a committee to look at the bylaws and come up with some ideas to tighten them up. They can then send their recommendations to the board and attorney.

Send a draft to the homeowners and get their comments, explaining why certain things should be changed. Review the comments with the Attorney to see what makes sense, adapt those suggestions to a new draft, send it out for review and THEN call your meeting to take a vote.

You might also want to take a close look at how proxies are to be used for this. When we tried to update our CCRs, we thought we could do it with a simple vote, as with the Bylaws, but later found the current batch contain language requiring ballots or letters used to amend the CCRs had to be notarized. That’s another reason our efforts failed – people sent it in without getting it notarized and we didn’t get the percentage needed anyway (75%).

(Say, that’s one issue your updated Bylaws might address - do you keep proxies or add language that would allow for electronic voting?) Good luck!