Percentage requirement to modify By-laws?

Started by GeorgeS21 • 26 replies • 844 views

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GeorgeS21 (Florida)
Posts: 3,808

Posted:

Hi All,

Same voluntary association I've written about previously ...

Getting close to final on our By-laws rewrite.

Given what our current - and potentially future - By-laws say, regarding Board responsibilities "(f) follow these Bylaws for the Association and recommend to the membership amendments as circumstances require;"

AND

that our Annual Meeting quorum requirements are: "Section 4. Quorum. A quorum is said to have been reached by the Members present and entitled to vote, or of proxies entitled to vote, at any properly convened meeting announced in accordance with Section 3, above. No business may be conducted, except for a call of adjournment, if a meeting has not been called in accordance with Section 3, above."

What voting percentage of membership would be required to pass modifications to the By-laws? Majority, I'm guessing, unless noted otherwise?

Given all this, should we simply keep modifications at the Board level?

I kinda like it to be harder to change ... so, perhaps membership with 2/3 vote of those attending (definition of quorum in our case) annual meeting?

As soon I get this through the Board I will be recording the By-laws ....

Thoughts?

RichardP13 (California)
Posts: 3,868

Posted:

Depends on what they say currently. The norm is a majority of the voting power.

GeorgeS21 (Florida)
Posts: 3,808

Posted:

Doesn’t provide percentage, just that Board will presen to the Membership.

RichardP13 (California)
Posts: 3,868

Posted:

If it were me I would write into the new Bylaws a percentage of a majority of Members and create a Board Resolution beforehand stating what the the required percentage for this change would be.

GeorgeS21 (Florida)
Posts: 3,808

Posted:

Wouldn't a percentage of a majority of members be unwieldy in a voluntary organization?

Hmmm ... let's say we get 30 (out of 189) owners who show for the Annual Meeting (we usually have around 20 including proxies) ... that constitutes a quroum. 16 is a majority, 20 would be a 2/3 super majority.

Board Resolution would provide the percentage in the interim period, between now and when the new By-laws are accepted (and they already have that same percentage)?

RichardP13 (California)
Posts: 3,868

Posted:

What I meant to say is the percentage should be the majority of whoever you allow to vote. If it is 100, then 51 votes needed to amend.

GeorgeS21 (Florida)
Posts: 3,808

Posted:

Yep - got it, thanks.

TimM11
Posts: 354

Posted:

Ours is two-thirds of ALL membership, with voting either in person or by mail after notification of a proposed bylaw change by mail. This makes it hard to change the bylaws, but that's the whole point.

GeorgeS21 (Florida)
Posts: 3,808

Posted:

Tim,

I hear ya ... kinda my thoughts ... our "membership" changes daily based on who has paid dues and who hasn't ... BUT, that would certainly keep the number of modification attempts down ... circular back to your point!

GeorgeS21 (Florida)
Posts: 3,808

Posted:

So, here are some options:

"Changes to these By-laws must be approved by a majority vote of the Directors of the Board." (easiest to meet)

"Changes to these By-laws must be approved by a majority vote of the Members at any Annual or Special Meeting called in accordance with the requirements of Article III, Section 4 of these Bylaws." (next to the hardest to meet)

"Changes to these By-laws must be approved by a 2/3 vote of all Members of the Association." (a lot harder to meet)

"Changes to these By-laws must be approved by a 2/3 vote of the Directors of the Board of the Association." (next easiest to meet)

Reminder - this is a voluntary HOA, with 189 single home properties, elderly population with significant apathy

Thoughts?

KerryL1 (California)
Posts: 14,550

Posted:

I think this one is best, George. We know that Members are only those who pay dues in your HOA

"Changes to these By-laws must be approved by a majority vote of the Members at any Annual or Special Meeting called in accordance with the requirements of Article III, Section 4 of these Bylaws."

Though TimM11's to change the bylaws is 2/3, I think that's unusual for bylaws and much more typical for covenants.

I wouldn't like the board having complete power to change bylaws as boards' membership changes and sometimes HOAs end up with ignorant and/or arrogant directors whom we should never trust to amend the bylaws.

Nowadays, the word is "bylaws" and isn't hyphenated though I guess FL could be different than CA.

GeorgeS21 (Florida)
Posts: 3,808

Posted:

Thanks - yeah, I've kept the original "By-laws" from the previous version. Will think about modifying it if I can find a definitive FL reference.

GeorgeS21 (Florida)
Posts: 3,808

Posted:

Kerry,

Whoops - I had pasted in the one component on the Bylaws where I still had "By-laws" ... had already fixed in the rest of the document. Original was "By-laws."

Florida statute 617 and 720 all use "Bylaws."

JohnC46 (South Carolina)
Posts: 14,265

Posted:

George

How about throwing in % of dues paying members. Give then some incentive to become a dues paying member.

Under no circumstances allow only the BOD to make Covenant nor Bylaw changes, BOD vote or not.

GeorgeS21 (Florida)
Posts: 3,808

Posted:

John,

So, like this one?

"Changes to these By-laws must be approved by a 2/3 vote of all Members of the Association."

A high bar, indeed.

JenniferG11 (Texas)
Posts: 667

Posted:

Quote:

Posted By GeorgeS21 on 08/27/2018 1:04 PM
John,

So, like this one?

"Changes to these By-laws must be approved by a 2/3 vote of all Members of the Association."

A high bar, indeed.

Make it 51%? I think it should be a high bar. 51% or even 2/3, any % of *just the people who show up* seems too easy for someone to press an agenda that affects everyone.

Ours is 51% of all members and yes, that is really hard but I don't think that is a bad thing. Thinking of some shenanigans in our past, I wouldn't want it to be easy to get 2/3 of the small number of people who would show, and maybe not even be given correct information on the change, to have the ability to.

KerryL1 (California)
Posts: 14,550

Posted:

I think 51% of members is just fine, George.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

George

I was looking for reasons to get all/most of the owners paying dues in an dues optional association such as yours.

Something along the lines of:

"Changes to these By-laws must be approved by a 2/3 vote of all Dues Paying Members of the Association."

Give them reasons to become Dues Paying Members.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By JohnC46 on 08/27/2018 3:41 PM
George

I was looking for reasons to get all/most of the owners paying dues in an dues optional association such as yours.

Something along the lines of:

"Changes to these By-laws must be approved by a 2/3 vote of all Dues Paying Members of the Association."

Give them reasons to become Dues Paying Members.

ADD ON

51% would work.

"Changes to these By-laws must be approved by 51% or more of all Dues Paying Members of the Association."

JohnC46 (South Carolina)
Posts: 14,265

Posted:

I was a member of a member owned golf club. All members paid yearly dues but to be a voting member, one had to pay $250.00 more per year. Those paying such controlled the club.

This is not an uncommon practice.

GeorgeS21 (Florida)
Posts: 3,808

Posted:

John,

My bad for not saying .... a Member is defined as a property owner who pays dues.

RichardP13 (California)
Posts: 3,868

Posted:

So, who is entitled to vote?

GeorgeS21 (Florida)
Posts: 3,808

Posted:

Members of the HOA - by definition a Member has paid dues for that year.

RichardP13 (California)
Posts: 3,868

Posted:

Good Luck!

GeorgeS21 (Florida)
Posts: 3,808

Posted:

We’re up to 113 Members out of 189 property owners! A record!!

KerryL1 (California)
Posts: 14,550

Posted:

I know you've been working hard on increasing membership, George. Atta boy!

GeorgeS21 (Florida)
Posts: 3,808

Posted:

:-)

Can I post a website or is that verboten?

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