Changes in Voting For Board/Governor

Hello.
Our HOA is asking for residents to vote on our prevailing election process at our annual meeting .. Many residents are questioning the reason, and why several changes are contemplated. No one was informed as to why they are being considered.
Any tsoughts appreciated. Attached are the documents with the proposed changes.An attorney has drafted these, and its being challenged by a residents attorney.
Thanks for any thoughts or input.

Thanks for your reply, Sheila. For rome reason I couldn't attach the files.
To Summarize:
1: Board election annual meetings, as provided by the governing documents , have always been held on the second Tuesday of February. The proposed Amendment states that "The Annual Members Meeting shall be held on a date, and place and time determined by The Board Of directors from time to time, provided there shall be an annual meeting every calendar year, and to the extent possible, no later than 13 months after the last annual meeting."

2: There shall be NO nominating Committee, No Nominations From The Floor,and No write in candidates permitted. Any eligible member who indicates an interest in running MUST be placed on the ballot. Elections and Balloting are not requirerd unless more candidates file notices of intent to run than there are vacancies on the Board.

3: The Bylaws may provide for a method of determining the number of directors from time to time. The Board Shall consist of 3 Directors.Directors are required to be members of the ASSOCIATION (Changed from are NOT Required, to be members of the ASSOCIATION. (which is ok.)

And no one asked until a resident inquired and was told "To incorporate items into amore legible manner"

Our restated Bylaws are out with voters and include the very same changes of 2 & 3 that Fred's HOA's attorney advises. Our own attorney advised the same changes as do the HOA attorneys who write a website for CA HOAs.

With mail-in voting in CA HOAs and no requirement to be physically present, we always make quorum. Our current Bylaws say noms form the floor ae OK, write-ins are OK. No one has been nominated from the floor in 16 years; no one writes in a name except as an occasional joke.

I don't see how the election date change could bother anyone and it's in our restated Bylaws too. In CA now, directors must be owners of record.

My sense is the proposed changes are reasonable. Why is an owner so p.o.'d that they hired an attorney? What are the objections?

(I can see in HOAs that usually don't have enough candidates, like JohnC's, that nominations from the floor would be good. But, instead he new board at its first meeting can appoint whomever they wish to the Board.)

Kerry,

Here are the Florida By-Laws:, Im including letter from residents Attorney

 ANNUAL MEETING.—The association shall hold a meeting of its members annually for the transaction of any and all proper business at a time, date, and place stated in, or fixed in accordance with, the bylaws. The election of directors, if one is required to be held, must be held at, or in conjunction with, the annual meeting or as provided in the governing documents.

PROXY VOTING.—The members have the right, unless otherwise provided in this subsection or in the governing documents, to vote in person or by proxy.
(a) To be valid, a proxy must be dated, must state the date, time, and place of the meeting for which it was given, and must be signed by the authorized person who executed the proxy. A proxy is effective only for the specific meeting for which it was originally given, as the meeting may lawfully be adjourned and reconvened from time to time, and automatically expires 90 days after the date of the meeting for which it was originally given. A proxy is revocable at any time at the pleasure of the person who executes it. If the proxy form expressly so provides, any proxy holder may appoint, in writing, a substitute to act in his or her place.

From Attorney Opinion:
I read through these proposed Amendments, and, knowing nothing more than what I read, I don't see why these changes would be necessary. What legitimate reason are they advancing for changing the manner of electing Directors from what it has been until now (and still is at the moment)? What is bad about it that warrants an overhaul? Maybe there are good reasons for reassessing the existing procedure but no one appears to be expressing them. Wouldn't it be appropriate in one context or another to require those who propose and sponsor the amendments to articulate why they're deemed necessary? I really think it is incumbent on the Board to provide that information if they have not already done so in some form. (THEY HAVE NOT! FW.)

Thanks for your input.
Part of the problem is the lack of communication. There still is no explanation as to the reason for the amendments, so hopefully it will be discussed at the meeting.

Drat, I replied incorrectly. Everything I wrote about 2 & 3 should have been about 1 & 2. I don't think I understand the wording of 3 re: number of directors. We've seen on this forum many bylaws that say something like the board shall consist of 3 to five directors.

I don't know why Fred included the "proxy voting section" and calls it "FL Bylaws.' I don't know what that means. Fl statutes of some kind?

I would add that there be added a specified notification requirement to ask for candidates each year. Intrenched boards often claim noone else runs for the board. But they actually do everything possible to avoid having anyone else run.

I don't like the vague 13 months from the last election. Why not just set a date and add an allowance for altering the data if need arises. Outside of a declared emergency, any change of the annual election must be announced to the members of the association at least 30 days before the original date.

Again, I'm biased for sure , I'm dealing with a rogue board who are using every trick in the book to suppress owner participation in the annaul election.

You said someone asked why the board was proposing these changes and was told "to incorporate items in a more legible manner," which makes no sense to me . If they're referring to the agenda, the annual meetings tend to be a recap of the last year, discussing plans for the upcoming year and board elections. What's so difficult about that? If agenda items are an issue, save it for another board meeting or perhaps schedule a special home meeting, depending on the topic and how time sensitive it is.

You don't need to change the date of the meeting - our documents require the annual meeting be held in February, so it's a matter of picking a date that will provide enough time to get the notices out so people can return the proxies ( another conversation in itself).

I'm not sure the third item is necessary either, although I would require the number to be an odd one, so you don't have issues with ties. You could also say there must be at least three board members with a maximum of nine or seven. When I joined the board, there were 9, but as people moved away and apathy started to setvin, we dropped it to 7, and now we only have three.

Again, This isn't complicated - if the homeowners don't want this, they should make that clear, or at least demand a straight explanation - if the board wantsvthis, they need to do their homework and make their argument. Don't vote for It until they do - or vote them out if all of this is a prelude to some sort of power grab.

Bottom line:
No one voted for the changes.