By-Laws & Filing

Hello All!
I am new to this message board and am hoping anyone could offer some assistance. So here's a long story short....a few days ago, we were informed that the by-laws our developer presented to the appointed new board(two years ago), were never 'filed'. The convenants in fact were with the county, not the by-laws. However, as we reside in Illinois, we paid and filed for a not-for-profit status. In order to be granted this status, a copy of the by-laws had to be submitted. So at our meeting Saturday, the board and officers were dissolved because the by-laws, which outline the governing bodies of the HOA and etc. were never filed.

The question is, to whom are the by-laws to be filed with? The county? State? What makes the by-laws legal, valid, and enforceable? Oddly enough, our HOA has an attorney but has not made this clear to us.

This has been an utter and complete mess for us as each homeowner has been deemed a 'board' member. We are desperately trying to avoid chaos, as maybe some can imagine.

I really appreciate any input at all.
Thank you!

Dory

Thank you Melissa!

My husband was part of the original BOD and has served again, and we have been trying to obtain information from the state whether or not by-laws are to be filed with the county. We had contacted the county over a year ago, and they indicated they did not require it.

It is our understanding that the developer, who was the sole governing body at the time, accepted the by-laws from another subdivision he developed and now resides in, and submitted the by-laws as such upon incorporating the HOA as not-for-profit status. Now whether or not it matters if the by-laws have a different sub-division name on it, I don't know. I hate to assume, but I will assume that if the developer, again, as the acting board, adopted these by-laws as is for our sub-division, and submitted them with another name on it but acknowledged they were for this new subdivision as well..I would think they are valid. But again, we need to verify that on the state level, which according to the Illinois General Assembly it appears only state level but we need to call.

Again, thank you Melissa. I spent several hours searching on this board for any information in regards to this, and there is quite a bit, but hard to narrow down. We both appreciate you taking the time to respond so quickly!

Dory

I agree with Nancy. You NEED a BOD in order to get the business done. Atleast a President to represent the HOA. I am not sure how the HOA can do business otherwise. The general members can't just represent themselves individually and still represent a group. A HOA is a Group of homeowners. The BOD is elected to represent the majority of the general HOA members.

You can also find some additional forms at an Office supply store. They have some forms near the "Sell your own home" forms. Some come with CD's. Usually under $20. I will warn you the actual filing fees for this can be several hundred dollars in court filing fees. It cost us about $700 just to file the CC&R's. That's NOT counting the legal fees of the attorney. Altogether it was about $2K in expenses.

Dory, in IL if your CC&R's were filed the By-Laws go behind them. They are requested but not a requirement for the state. It seems they have to be filed for the HOA because of certain language that applies to running your HOA. This may be very easy for your HOA to accomplish with an attorney.

You do need a BOD. If not, the state will take over the management of your HOA. YOU DO NOT WANT THIS TO HAPPEN!! A lot of money for incompetent work.

Dory, don't you have By-laws which were used to elect the Board members? Those, or else By-laws which have been amended by the members of the association, can be attached to your Articles of Incorporation.

Also, Board meeting minutes are not official until approved at the next Board meeting. So you still have a Board. At their next meeting they can 'correct the minutes' by deleting the 'improper motion and vote to disband the Board' from the past meetings minutes. Thus the Board can stay intact.

Dory,
From your statement it appears that when the Developer turned over control of the HOA to the owners that Board members were appointed. These Board members would complete the term of the Developer's Board members upon their resignation. If that is the case then the attorney may not have understood the process. Perhaps that is why they stated "it appears". I believe you do have a Board of Directors and those Board members can recind their resignation based on the confusion caused by that attorney.

Also, your association was incorporated by the Developer's Board. Thus you already have an incorporated HOA and only need to pay any required annual fee to keep it active. No new Articles of Incorporation are needed; they already exist.