Quote:
Posted By MaryB36 on 01/25/2020 6:42 PM
Our prior Board amended our Bylaws which contradicts our Charter. Our Charter says we can change the Bylaws of the corporation with a Majority vote of the members. However, our Bylaws say they can be amended or altered by 2/3 majority of the entire membership. It does not specify if the entire membership includes those who have not paid. It does say in our Bylaws under voting rights : each member in good standing that is a deeded property owner. My question is: which is right and can you vote if you haven’t paid your dues. We amended our Bylaws but did not allow homeowners who had not paid vote. Is this correct?
You can google this question and receive clear answer but, in summary,
Your Charter demands all HOA members be given a voice in changing the HOA bylaws.
Your By-Laws do NOT supercede the Charter.
If you want your by-laws to direct the constitutional matters of your HOA, then your community needs to change the Charter/Articles of Incorporation to match the by-laws.
Your community, in good faith, violated the charter by changing the by-laws and not allowing 100% participation. Ultimately, this is conflict that must be resolved (but can be rather common within non-profit organizations). It's a legal matter that is worth correcting using legal experts OR by changing your by-laws to meet the charter's standards (easier and much cheaper as a local HOA initiative).
https://www.avvo.com/legal-answers/inconsistency-between-articles-of-incorporation-an-2975329.html