Sample Articles of Incorporation & Bylaws

I've been tasked with the job of improving our Articles of Association & Bylaws so that we have an election procedure that is fair and more appropriate for our members who live a long way away in the main. There is nothing whatsoever in our HOA Documents in relation to elections and there are also other problems which can make it very easy for the sitting Directors to stay on beyond their terms if they want to.

We're also looking at introducing staggered terms for Directors (the terms for all 5 seats end at the same time) and there are also one or two other problems with the definition & process of achieving a quorum.

Our Articles can be amended if two thirds of the BOD agree which I'm told is very unusual and useful in this instance but one of the things that needs changing in my opinion.

I am to make proposals to the BOD and they will then review and if they agree have an attorney check the proposals for any potential problems.

I was wondering if anybody could point me in the direction of Articles/Bylaws which have detailed election procedures in them? I'm thinking along the lines of either postal ballots or the mandatory use of a limited proxy.

Any help would be greatly appreciated.

I've looked for similar wording and haven't found any yet. Thanks for your sample, Tim.

In my opinion relatively short and clear wording will suffice 99% of the time, but it's the other 1% of the time - the edge cases - that will bite you. The initial start dates and term lengths are easy enough to figure out. Complications arise, however, when dealing with vacancies due to resignations.

Our documents are silent on much of the election process, too. The bylaws say the board shall consist of a minimum of 3 people. And that's it! No maximum number, no staggered terms, no nothing. Everyone, including myself, thinks a past board must have passed a resolution to extend the number of directors to 7 and stagger their terms, but nobody can find it.

Interesting Bylaws anecdote: I recently started taking notice of another HOA a couple of miles from here. Similar to ours, but bigger, newer, homes a little more expensive. Google Maps and Bing show it's a nice looking commmunity. So for no other reason than curiosity I set out to find their HOA documents, which is really easy to do in my county. Before long I had a PDF of their Bylaws. I started looking them over and became disoriented because all of a sudden I was reading my own Bylaws! Did I mistakenly download from an old bookmark perhaps? NO. As it turns out, they either coppied 80% of the wording from our bylaws or there was some developer overlap 15 or 20 years ago and both sets were derived from the same boilerplate language the developer had on hand. It was a very strange experience. Many of the paragraphs are word-for-word identical, including the above referenced vagueness about the election process and number of directors.

So common language between HOAs does exist, I know that for a fact. It's just a matter of finding what you're looking for or, if you've got money to spend, ask an attorney to get it for you. Either way you'll want an attorney to look over and approve the language of any amendments you want to propose.

John,

I have incorporated two businesses in AZ over the last 20 years. When I write my own Articles of Incorporation, they run just a little over one page yet I have seen Articles written by attorneys that run seven or eight pages. My corporations are just as legal as those whose AI's were written by attorneys. The reason they differ so drastically is that the attorneys insist on including a lot of material that the state just does not care about. BTW, I have never once considered amending either of my AI's because there is nothing I need to change.

Among the things that one can include in his AI are: the number of directors; the length of their terms; the qualification for being a director; the qualification for being a member. You can put all that and other crap in AI but the state does not care.

My suggestion is to remove all the extraneous nonsense from your AI. Make this the last time anyone has reason to amend it. Your bylaws should cover the topics of who may be a director and how long the term of office is. Your AI should have no reference whatsoever to elections; that belongs in your bylaws.

Florida statute 617.0202(1) sets forth what you need to include at a minimum. Should you choose to amend your AI, include nothing beyond what is required and remove all that is not required.

John,

Instead of saying limited proxies try using the term directed proxies. They both do the same thing but one is clearer.

Like limited proxies, Directed proxies identifies someone as a proxy representative but "directs" them to cast your vote a specific way.

OK, thanks.

I've just quickly read quite a few (5 or 6) samples of Articles/Bylaws that have been sent to me. They are all different but all completely clear. Not one of them allows the BOD to amend the articles. This must be a mistake with our documents. To amend the Bylaws we need a majority of a quorum of members, yet to amend the Articles , just two thirds of the BOD.

One of the sets of documents allows for postal ballots with the member qualifying as part of the quorum. That might be the way to go.

John, also have a look at the 5th bullet point on the first page of this pdf http://www.myfloridahouse.gov/Sections/Bills/billsdetail.aspx?BillId=53889. The new law which takes effect July 1st allows "electronic voting" for HOAs, condos and co-ops. This is not as simple as "vote by email". Eventually CAMs and PMs will probably be able to run elections where members may vote using the internet from anywhere in the world if they so choose. One important bit: the online voting method must conform with the association's bylaws. If you're amending your bylaws then maybe you should take that into account. Furthermore, a board must adopt a resolution to authorize online voting and, from my reading, that can be done on an election-by-election basis. You can do it next year, for instance, but you don't have to do it the year after that. Et cetera.

I think this new wrinkle in the law is going to make it much easier for associations with far-flung members to hold elections (and other votes, such as approval of amendments) and get meaningful participation. This is an interesting development.

wow : a huge tool for Florida consumers & potential buyers from anywhere. Thanks