Covenant Changes; % Vote to Approve

What percentage vote of your HOA membership do you require to make a change to your Covenants? Does this percentage change for your other governing documents?

Have you read the documents you plan to change? If you have, then the answer is in them. They vary for each HOA and each document. CC&R's can sometimes take up to 100%. By-laws are internal HOA documents (typically don't have to be filed) can take less votes to change. Articles of Incorporation usually match the percentage in the By-laws.

I should have been more clear. Thanks for your inputs. We are part of a committee to improve governance in our HOA. Our Covenants require 80% of all lot owners to effect any change. We are updating all our governance documents and wanted to tap your experience and knowledge to help us determine if we should leave it as is or change it from 80%; higher or lower. Again we look forward to learning what % you all use for your Covenants; and just as importantly, why.

Until 2011 my HOA required a 2/3 majority vote of all members to amend the Articles of Incorporation, the Bylaws and the Declaration of Covenants (CC&Rs). In 2009 our attorneys recommended that we amend the Master Insurance provisions of the CC&Rs to bring them into compliance with the changing Florida insurance laws and regulations. In 2010 and 2011 the amendment did not receive the necessary 67 votes to pass. The majority of votes cast was in favor of the change, but there weren't enough of them.

Later in 2011 the attorneys recommended we reduce the threshold of homeowner approval to amend each of our documents. At a special meeting of the members the 3 amendment proposals to reduce the approval threshold actually passed with the 2/3 majority required. Since then, amending the AOI, the CC&Rs and/or the Bylaws requires only that a majority of members voting at a meeting (with quorum) is necessary for approval.

I think we're on the low side of what's typically required to amend the governing documents. Homeowner apathy here is extra-strength. I'm still amazed that the threshold-reduction amendments passed in 2011. I'm not sure, but I think a letter from the attorney to the board, which was then shared with the homeowners, painted a dire picture for the future if even important amendments were unable to meet the 2/3 majority requirement.

Our quorum is 30% of all homeowners, i.e. 30. In theory an amendment already approved by the board and placed before the members for a vote could be passed by a vote of 16 to 14. 16 owners out of 100 could theoretically amend any and all of our governing documents. It's almost scary.

Same in my HOA.

75% of the membership to amend the CCRs. Quorum for the annual meeting is only 20% - however, the membership doesn't have to approve the budget, so aside from approving the minutes from the previous annual meeting and hearing the reports from the officers, very little business takes place at this meeting.

DITTO

A 'unilateral' change of a contract by a MINORITY will NEVER 'hold up in court'.

Even a 2/3 plurality is 'dicey' depending upon the actual change.

Declarations of Covenants are accorded a very strong presumption of validity in Florida. There's nothing in any statute that precludes amendment approval by a minority, if that's what the covenants say.

Plurality = a number of votes cast for a candidate in a contest of more than two candidates that is greater than the number cast for any other candidate but not more than half the total votes cast.

Therefore 2/3 plurality would be the same as 2/3 of the number of votes cast.

100 members, 20 votes received.

2/3 membership = 67 (rounded up)
2/3 plurality = 14 required for measure to pass.

Our docs call for 2/3rds of all members (74 of 112) voting YEA to change a Covenant and 51% of all members (57 of 112) voting YEA to change a Bylaw.

Personally, I am comfortable with those amounts. I would hate to see less and never ever less then 51% of all members to approve.

Is the 100% in the voluntary HOA, paying members only?

IMPOSING CCRs requires ALL owners to agree, not just those who are paying members of the HOA.

I just reviewed our By-Laws and Covenants. The By-Laws state 2/3 of members to change the By-Laws, but nothing about the Covenants. I read the Covenants and only found 51% majority when a vote is taken at a meeting of members.

We are having a big issue with one homeowner who thinks an amendment we made to the Covenants in 2014 is not valid due to the number of votes. But, it is, either way.

In Florida there's a 5-year statute of limitations on amendment challenges. If we had that problem here we'd probably do as Tim suggests and remind the owner that the clock was ticking. Perhaps there's a similar provision in South Carolina's laws.