HOA lost all copies of its Bylaws

Welcome, Jack.

How big is the HOA? Leave no stone unturned while asking around if anyone has a copy of the bylaws from any time in the past. We're 29 years old and there are some 1st and 2nd generation owners here. Most of them have copies of the governing documents (conscientious 1st generation owners left their docs for the new owners when they sold) from way back when. Even old bylaws with or without any subsequent amendments would probably help.

If there are truly none to be found you could draw up "revised and restated" bylaws that would totally supersede the existing ones, wherever they are. Do you have CC&Rs. The biggest concern would be that the (new) bylaws couldn't conflict with the CC&Rs. As long as the new bylaws didn't contradict anything there, I think you'd be good to go.

Of course, and this was probably already thought of, Contact all initial owners and ask if they have a copy.

Thanks, that's a great idea, Tim. I never thought about contacting the developer's attorney. Although I have gone through ever corporate file back to 1992... I don't recall any attorney invoices of other docs way back in 1992, but I'm going to look again and I'll also contact the developer and see if he will divulge who his attorney was.

It sounds like you're doing your due diligence trying to sort matters out, Jack. Kudos for that. If you've got CC&Rs in hand then that's great. FWIW we're looking to amend our Articles of Incorporation and we plan to leave in the part where the original incorporators are named along with the names of the initial directors. Here, too, most of them are long gone but there are guidelines on the state's website that seem to require they be left in as they originally appeared regardless when amendments are drawn up.

Florida, as Tim mentioned, is one of those states that require the initial bylaws be recorded in the county's official records and, even if that wasn't necessary, our bylaws have always had a section that calls for any amendments of the bylaws to also be recorded with the county. It sounds like Idaho does things differently, which is too bad, otherwise you wouldn't be spending hours searching for something you're never going to find. I think, in general, judges look favorably on community associations who are acting in good faith and doing the best they can when faced with difficult circumstances and that have the goal of bettering the lives of their members. Usually. I'm not a lawyer but I doubt any legal challenge to new bylaws, when the old ones cannot be located despite a herculean effort to find them, would hold up.

-- JackP5, do the CC&Rs indicate that a HOA was created? CC&Rs can legally exist without the creation of a HOA.

-- Do you have a copy of the Articles of Incorporation? If so, do they indicate a HOA was created?

-- Without Bylaws for all these years, your "HOA" has likely not had properly elected directors; meetings; officers; and more. I think the bigger issue here may be that the covenants have not been enforced for many years. If this "HOA" tries to start enforcing the covenants now, then it may lead to "members" arguing that the covenants have been legally abandoned.

-- JackP5, is your intent to have the "Board" go after the few homes that are not being maintained properly?

Keep in mind that By-laws are different than CC&R's. They are more internal to the HOA. The CC&R's are like an "outline" and the By-laws "the book". You can recreate the book by using the CC&R's as reference. So may just need to get a lawyer to assist to create a new set of by-laws to file/keep.

Thank you to everyone that has chimed in with ideas and questions regarding the situation that I am enmeshed in... you guys are awesome! This is probably going to be long so if you lose interest before I stop writing I’ll understand. #grin

There’s a really long story here because the subdivision was developed in three phases between the years of 1992-93. I don’t want to write a book that no one wants to read, but I’ll address a few of the issues and questions that have been raised so far.

Yes, our HOA was incorporated as a nonprofit corporation in Idaho in 1992 following the recordation of CC&Rs with the county recorder’s office. The CC&Rs have always been included in the closing documents for anyone purchasing property in our subdivision, both original and subsequent owners. The Articles of Incorporation are readily available from the Secretary of State and always have been... and in the new millennium we can access and download a copy from their website. The problem is that bylaws are not required to be filed or recorded with any government entity, which is unfortunate because if they were we wouldn't have a problem. Please remember that I live in part of the wild west called Idaho.

The transition from the developer to the property owners occurred in July of 1993 at a meeting of the members who also elected three initial directors (the minimum number stated in the Articles) and presumably there was a hand-off of important corporate documents and other records. Unfortunately, none of these three directors have lived in or owned property in our subdivision for many years now. On the other hand, I did receive three boxes of HOA records organized in file folders dating back to the beginning in 1992. I have taken the time to painfully peruse the contents of each of these annual folders and sadly, there are no bylaws to be found.

As far as a binder containing important documents such as copies of the Articles, Declaration, and Bylaws or resolutions and minutes of meetings there is not one to be found for the early years. What’s available in the file folders for the first 20 years is sparse, although it appears as though the record keeping improved progressively over that period. The “volunteers” that attempted to re-organize the HOA beginning in 2011, however, did keep far better records including a binder for minutes, resolutions, etc. But again... no copies of the original bylaws were found by these members and they still haven't been found.

At Tim’s excellent recommendation, I’ve been doing some research this morning but haven’t had any luck so far in tracking down an attorney of record when this subdivision was developed. I did, however, track down a former property owner that happens to be an Idaho District Judge and spoke with his staff attorney this morning in hopes that as an original property owner (who was also a practicing attorney while he lived in the subdivision) that he might have a copy of the bylaws or know where I can acquire a copy of them.

Sorry this is so long... I’ll give us all a break for now and resume addressing some of the other questions and issues that were raised as time permits.

One other thing, though. I want to share my objective for immersing myself in this mess, which is summarized in the following vision statement that was recently created by myself and the other two board members that I appointed. (yeah, there’s a story here).

“We envision a community united by common ideals, empowered by knowledge, guided by thoughtfulness, and self-governed by judicious edicts, policies, and procedures that are voluntarily complied with in exchange for preserving, protecting, and enhancing the desirability, attractiveness, and value of our properties, for providing a favorable environment for recreation, and for promoting friendliness, cooperation, safety, and the overall well-being of its residents.”

Thanks again for your excellent comments... it is sincerely appreciated. #smile

Need to be able to EDIT, community123!

Also, need to be able to see the previous posts, community123!!

You all have inspired me to Leave No Stone Unturned (right Geno?) So in addition to a few other things, I sent a Public Information Request to our county office this morning and asked if they retained hard copy files as far back as 1992 and if so, whether it's possible that there are bylaws and other info that didn't get microfilmed or scanned and digitized.

And this afternoon I received an email from the P&Z Administrator and he said: "I located several files at our warehouse that may contain a copy of the W***** Estates Bylaws. It may take more than 3 days to collect the files so I will let you know once the files have been retrieved and are ready for your review. Should be by the end of next week, if not sooner."

How cool is that?

Excellently cool!

Hello Jack!

Your situation is identical to the nightmare we just went thru in our HOA. One person remained president for 20 years, no elections, no board, no meetings, President for Life. Said all records were lost. I managed to wrangle an original copy of the Bylaws from a few very very old original homeowners and we formed a special committee to oust his regime. It was not without its pitchforks and lit torches.

We were lucky in that a few 80 year old residents were fastidious in their record hoarding. I have empathy for your situation. I dont know how it worked out for you but hopefully your HOA managed a solution. I dont see why you couldnt have counsel prepare new Bylaws in absence of anything on record and then have the membership adopt them. It would be quite a process but you seemed to have had little option left.

Cliff