Bylaws and Amendments

Started by JohnK40 • 8 replies • 713 views

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JohnK40 (West Virginia)
Posts: 59

Posted:

I have Googled the issue without any luck.

Association is a 400-acre recreational-vehicle private gated community resort with seasonal activities for members, their family, and guests (unique nature with members owning their lots) located in West Virginia open April through October.

Issue: Received a 'mail-out' ballot (30 pages both sides) of by-laws both new/amendments, a new pass policy, and 4 resolutions. At a Board meeting three days after receipt the Board admitted no director read the proposed by-laws, did not discuss the contents, did not vote whether to bring the contents before membership for a vote, no legal assistance in preparation ... no legal review. At the Board Meeting it was the very first time the Directors discussed pro/con and necessity of the resolutions.

Should the 'mail-out ballot' be declared null and void?

SheliaH (Indiana)
Posts: 6,964

Posted:

This is why it's a good idea to work with an attorney in rewriting bylaws and amendments. By the way, are we talking about amendments to the bylaws, the CCRs or both (and yes, there's a difference between the two.) You can't put all this on the board - all homeowners, including you, are responsible for reading these things so you can make an informed decision on voting to approve it or not. You didn't say if the mail-in vote to approve all this was successful, but even if it was, the homeowners could vote to set aside the vote and reschedule another one in order to give the board time to review the proposed changes with the association attorney to ensure this is being done properly and the changes will be compatible with state and local law.

In some cases, the vote for smaller issues, such as the resolutions, might be able to stand. Depending on what your documents say, some of this stuff might not require a homeowner vote at all - usually, the board approves resolutions, as they are usually made to enact policy that fleshes out the CCRs (of course, rules passed by the board can't supersede the documents). I suspect no one read your documents at all to find out how changes should be made or the difference between Bylaws, CCRs and community rules set by the board. You need to know all of that so you'll know what changes can be made by the board and what needs to be approved by a certain percentage of homeowners.

I think you know what needs to happen next, but in case you need to hear it out loud - someone (like you) should express his/her concerns to the board about all this, saying this process appears rushed. Suggest that the vote be set aside, so the association attorney can review them to see if there are problems. In addition, the board should schedule a series of meetings where specific changes can be discussed in detail and people can ask questions and make suggestions. Some of those suggestions could be incorporated into the proposals and then another vote can be scheduled. Some of this work could be done by a committee chartered by the board to make recommendations - if you make that suggestion, you should also consider volunteering for a spot.

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

AugustinD
Posts: 5,144

Posted:

Quote:

Posted By JohnK40 on 08/12/2019 9:25 AM
At a Board meeting three days after receipt the Board admitted no director read the proposed by-laws, did not discuss the contents, did not vote whether to bring the contents before membership for a vote

Who gave the order to send out the ballot?

JohnK40 (West Virginia)
Posts: 59

Posted:

The Board.

JohnK40 (West Virginia)
Posts: 59

Posted:

Bylaws and amendments to Bylaws.

Appreciate the reply.

Another thought comes to mind. In 2017 11 plus new By-Laws and Amendments were passes at a Special Meeting to do so (called by the same Board), while I am certain ... those ... as the By-Laws on the table this year were not read by, reviewed by, voted to be presented to the membership and did not have any legal review what-so-ever.

If possible I need assistance in a 'diplomatic' approach to ... for a lack of words ... to Null and Void the 2017 additional/changed By-laws and revert back to the 2016 By-laws (that were blessed by an attorney) read by a Board, voted to be presented to the members.

AugustinD
Posts: 5,144

Posted:

Who wrote the proposed new bylaws and proposed amendments?

Did the members vote to approve these new bylaws and amendments?

So far, you have not pointed out violations of specific Bylaws. You do seem to have identified poor judgment by the board, which could translate to a violation of their fiduciary duty, and which might be actionable were you to ask a court to declare the new bylaws and amendments null and void. Are you harmed in some way by the proposed new bylaws and proposed amendments?

SheliaH (Indiana)
Posts: 6,964

Posted:

First of all, have you read your documents (the original ones) to find out exactly how amendments are to be made - you need to start there so when you go talk to the board, you won't making stuff up on the fly.

And while we're on the topic - how long has the board been talking about amending the documents? Were you at that 2017 meeting - doesn't sound like it if you say "you're certain" those were also passed without proper vetting. If that's the case, why didn't you speak up at that time? Seems to me if this is happened before, you should have been staying on top of things and attended a few meetings to hear the conversations. Oh, well, better late than never.

You will have to do some work here and some people may not be receptive to your ideas, but such is life - if you don't want to take the necessary steps to speak truth to power, you'll need to find someone who will or sit down and be quiet. So... make a list of your concerns and bring them to the board. Yes, this may cause some commotion, but that's not necessarily a bad thing. It shows you care. I read somewhere that "courage arises not when we suppress our fears, but when we find something so worthwhile, we temporarily forget them." If you're really concerned about this, it may be that this will sail through unless and until you speak up.

I'm sure you're quite capable of being professional, but firm in what you say. Don't get personal, but stick to the facts and ask for what you want. Try something like "I'm really concerned that these amendments were rushed through without having an attorney look at them to make sure they were done according to the 2016 documents and have been reviewed by an attorney. These documents will dictate how our community is run and how the common area is used, and it's important they are in order so they'll stand up in court."

The board may listen or they may not - if you think the latter may occur, it wouldn't hurt to first talk to a few of your neighbors and see what they think. If others are equally concerned, they should attend the next board meeting with you and say what they think.

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

JohnC46 (South Carolina)
Posts: 14,265

Posted:

JohnK

If the 2017 changes were properly done, you cannot just revert back to 2016. Working to stop new changes is fine but if they are done properly, they are in force.

NpS (Pennsylvania)
Posts: 4,216

Posted:

We have a rule on our books that, if a change isn't challenged within 12 months, it stands - even if the change was made improperly. So yes, it's important to put the HOA on notice of an improper action.

Sikubali jukumu. Read all posts at your own risk.

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