revisiting topic: Qty of Directors, hierarchy of governing documents?

AdamL1 (UnitedStates)
Posts: 559

Posted:

Previously, I've posted and asked some questions about interpreting the governing documents. I just read a line in our documents that adds to the conversation and would like to revisit this conversation.

Here's all the information I know, including the new line I just read:

CCR's (new observation):
The Board of the Master Association shall be elected in accordance with the provisions set forth in the Master Association Bylaws.

Articles of Incorp:
The affairs of this Corporation shall be managed by a Board of three (3) Directors,...The number of Directors may be changed by amendment of the Bylaws of the Corporation, but in no event shall the number be less than three (3).

Bylaws:
The Property, business and affairs of the Corporation shall be governed and managed by a Board of Directors composed of at least three (3) persons, who need not be Members of the Corporation.

=========================================

OK, so as we know, there's the hierarchy of what statements supersede other statements. Previously, we all generally agreed that because the AoI said exactly 3 Directors, and there was a conflict with the Bylaws, the AoI reigned, and technically, there can only be 3 Directors until its amended to read "...shall be managed by at least three..."

I recently found this one line buried in the CCR's that says that Board shall be elected in accordance with the Bylaws. Does this just mean things like "terms, elections at annual meeting, qualifications, etc? Or does this overrule the AoI and allow for more than three, as it stands now?

SteveH35 (Washington)
Posts: 339

Posted:

Quote:

Posted By AdamL1 on 05/13/2022 9:14 AM
Previously, I've posted and asked some questions about interpreting the governing documents. I just read a line in our documents that adds to the conversation and would like to revisit this conversation.

Here's all the information I know, including the new line I just read:

CCR's (new observation):
The Board of the Master Association shall be elected in accordance with the provisions set forth in the Master Association Bylaws.

Articles of Incorp:
The affairs of this Corporation shall be managed by a Board of three (3) Directors,...The number of Directors may be changed by amendment of the Bylaws of the Corporation, but in no event shall the number be less than three (3).

Bylaws:
The Property, business and affairs of the Corporation shall be governed and managed by a Board of Directors composed of at least three (3) persons, who need not be Members of the Corporation.

=========================================

OK, so as we know, there's the hierarchy of what statements supersede other statements. Previously, we all generally agreed that because the AoI said exactly 3 Directors, and there was a conflict with the Bylaws, the AoI reigned, and technically, there can only be 3 Directors until its amended to read "...shall be managed by at least three..."

I recently found this one line buried in the CCR's that says that Board shall be elected in accordance with the Bylaws. Does this just mean things like "terms, elections at annual meeting, qualifications, etc? Or does this overrule the AoI and allow for more than three, as it stands now?

Adam, your bylaws clearly state Board of Directors composed of at least three (3) persons. Given no other language in your governing documents and nothing in your state statutes that supersedes this, your Board could be 5 members, 7 members, 10 members, etc.

Regards,
Steve

AdamL1 (UnitedStates)
Posts: 559

Posted:

Quote:

Posted By SteveH35 on 05/13/2022 9:37 AM

Posted By AdamL1 on 05/13/2022 9:14 AM
Previously, I've posted and asked some questions about interpreting the governing documents. I just read a line in our documents that adds to the conversation and would like to revisit this conversation.

Here's all the information I know, including the new line I just read:

CCR's (new observation):
The Board of the Master Association shall be elected in accordance with the provisions set forth in the Master Association Bylaws.

Articles of Incorp:
The affairs of this Corporation shall be managed by a Board of three (3) Directors,...The number of Directors may be changed by amendment of the Bylaws of the Corporation, but in no event shall the number be less than three (3).

Bylaws:
The Property, business and affairs of the Corporation shall be governed and managed by a Board of Directors composed of at least three (3) persons, who need not be Members of the Corporation.

=========================================

OK, so as we know, there's the hierarchy of what statements supersede other statements. Previously, we all generally agreed that because the AoI said exactly 3 Directors, and there was a conflict with the Bylaws, the AoI reigned, and technically, there can only be 3 Directors until its amended to read "...shall be managed by at least three..."

I recently found this one line buried in the CCR's that says that Board shall be elected in accordance with the Bylaws. Does this just mean things like "terms, elections at annual meeting, qualifications, etc? Or does this overrule the AoI and allow for more than three, as it stands now?

how do you square that with the articles saying only 3?

Adam, your bylaws clearly state Board of Directors composed of at least three (3) persons. Given no other language in your governing documents and nothing in your state statutes that supersedes this, your Board could be 5 members, 7 members, 10 members, etc.

Regards,
Steve

AdamL1 (UnitedStates)
Posts: 559

Posted:

Quote:

Posted By SteveH35 on 05/13/2022 9:37 AM

Posted By AdamL1 on 05/13/2022 9:14 AM
Previously, I've posted and asked some questions about interpreting the governing documents. I just read a line in our documents that adds to the conversation and would like to revisit this conversation.

Here's all the information I know, including the new line I just read:

CCR's (new observation):
The Board of the Master Association shall be elected in accordance with the provisions set forth in the Master Association Bylaws.

Articles of Incorp:
The affairs of this Corporation shall be managed by a Board of three (3) Directors,...The number of Directors may be changed by amendment of the Bylaws of the Corporation, but in no event shall the number be less than three (3).

Bylaws:
The Property, business and affairs of the Corporation shall be governed and managed by a Board of Directors composed of at least three (3) persons, who need not be Members of the Corporation.

=========================================

OK, so as we know, there's the hierarchy of what statements supersede other statements. Previously, we all generally agreed that because the AoI said exactly 3 Directors, and there was a conflict with the Bylaws, the AoI reigned, and technically, there can only be 3 Directors until its amended to read "...shall be managed by at least three..."

I recently found this one line buried in the CCR's that says that Board shall be elected in accordance with the Bylaws. Does this just mean things like "terms, elections at annual meeting, qualifications, etc? Or does this overrule the AoI and allow for more than three, as it stands now?

Adam, your bylaws clearly state Board of Directors composed of at least three (3) persons. Given no other language in your governing documents and nothing in your state statutes that supersedes this, your Board could be 5 members, 7 members, 10 members, etc.

Regards,
Steve

crap, lets try again.

how do you square that with the Articles saying exactly 3. Yes, it seems the intention is to have more than 3, but Articles override Bylaws and bylaws say 3.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Adam

To me it is clear. Your BOD will consist of 3 Directors. No more, no less. The number could be more then 3 but it would require a Bylaw change as in a change that owners get to vote on.

AugustinD
Posts: 3,698

Posted:

Quote:

Posted By AdamL1 on 05/13/2022 9:14 AM
I recently found this one line buried in the CCR's that says that Board shall be elected in accordance with the Bylaws. Does this just mean things like "terms, elections at annual meeting, qualifications, etc? Or does this overrule the AoI and allow for more than three, as it stands now?

Quoting the full CC&R section (bolding is Augustin's):
Board of Directors and Officers. The affairs of the Master Association shall be conducted and managed by a Board of Directors (the “Board”) and such officers as the Board may elect or appoint, in accordance with the Articles and Bylaws, as the same may be amended from time to time. The Board of the Master Association shall be elected in accordance with the provisions set forth in the Master Association Bylaws.

Quoting the Bylaw on conflicts:
In case any of these Bylaws conflict with any provisions of the laws of the State of Idaho,
such conflicting Bylaws shall be null and void upon final court determination to such effect, but
all other Bylaws shall remain in full force and effect. In case of any conflict between the Articles of Incorporation and these Bylaws the Articles shall control; and in the case of any conflict between the Master Declaration and these Bylaws, the Master Declaration shall control.

Bylaws Section #.X addresses the number of directors.

Bylaws Section #.Y addresses the election of directors.

Aug's Opinion
First, the CC&R line says "shall be elected in accordance with the provisions set forth in the Master Association Bylaws." The Bylaws say that, in a conflict between the Bylaws and Articles, the Articles control. When a conflict between the Bylaws is resolved per the directions in the Bylaws, IMO the HOA is still complying with the Bylaws.

Second, IMO the "shall be elected" CC&R provision is referring to Bylaw Section #.Y

IMO the Articles still control. The number of directors the HOA should have is three.

MaxB4
Posts: 3,513

Posted:

The issue I see is none of the directors need ne members of the association(s). You are too fixated on the number of directors. If you have management, the most you need is three, as the rest is excess baggage.

AdamL1 (UnitedStates)
Posts: 559

Posted:

@Augustin...

Yep, that's what I interpret as well. The AoI control in that is says exactly 3.

I think this logic still exceeds the cranial capacity of our leadership....as last year they restricted down to three, quoting the AoI (which I pointed out to them), and used that as a reason to exclude the numerous 'newcomers' trying to get onto the board.

Now this year, they are proposing a Bylaws amendment, saying this will fix the entire issue, and ignoring the AoI topic....

SteveH35 (Washington)
Posts: 339

Posted:

Quote:

Posted By AdamL1 on 05/13/2022 10:21 AM
@Augustin...

Yep, that's what I interpret as well. The AoI control in that is says exactly 3.

I think this logic still exceeds the cranial capacity of our leadership....as last year they restricted down to three, quoting the AoI (which I pointed out to them), and used that as a reason to exclude the numerous 'newcomers' trying to get onto the board.

Now this year, they are proposing a Bylaws amendment, saying this will fix the entire issue, and ignoring the AoI topic....

Adam, from what you've posted, your articles of incorporation clearly defer to your Bylaws with regard to the composition of your Board and your Bylaws clearly list a minimum (not a fixed) number of directors. Perhaps your attorney has other advice?

The slices of information folks provide on online forums (often absent an identifying state, and always devoid of a full copy of the governing documents, makes it *impossible* to provide precise answers. No reasonable attorney would stick their neck out to answer this question without having ALL the relevant material.

Regards,
Steve

AugustinD
Posts: 3,698

Posted:

Quote:

Posted By AdamL1 on 05/13/2022 10:21 AM

Now this year, they are proposing a Bylaws amendment, saying this will fix the entire issue, and ignoring the AoI topic....

FWIW, I agree this is a mistake.

SteveH35, I have a full copy of the OP's governing documents. AdamL1 has been around for approaching a year. He refers often to his state of residence.

SteveH35 (Washington)
Posts: 339

Posted:

Quote:

Posted By AugustinD on 05/13/2022 11:23 AM

Posted By AdamL1 on 05/13/2022 10:21 AM

Now this year, they are proposing a Bylaws amendment, saying this will fix the entire issue, and ignoring the AoI topic....

FWIW, I agree this is a mistake.

SteveH35, I have a full copy of the OP's governing documents. AdamL1 has been around for approaching a year. He refers often to his state of residence.

Augustin, I think that's awesome for you. I'm not exactly sure why some folks here have a state listed and others, like yourself, have none and others, like Adam, have "United States", but if we're all going to play on the same field, it would help to have the same identifiers and the same information.

Given what Adam posted, the articles of incorporation hand off control of board member composition to the bylaws which sets a minimum number only. Also check the Idaho (is that the correct state?) Nonprofit Corporations Act: https://legislature.idaho.gov/statutesrules/idstat/Title30/T30CH30/

Regards,
Steve

MaxB4
Posts: 3,513

Posted:

Unless the Bylaws are changed, the answer is three. Period

AugustinD
Posts: 3,698

Posted:

Quote:

Posted By SteveH35 on 05/13/2022 2:27 PM
Given what Adam posted, the articles of incorporation hand off control of board member composition to the bylaws which sets a minimum number only.

No amendment of the bylaws occurred. The Articles trump the Bylaws. The number of directors is three.

AugustinD
Posts: 3,698

Posted:

Quote:

Posted By SteveH35 on 05/13/2022 2:27 PM
I'm not exactly sure why some folks here have a state listed and others, like yourself, have none and others, like Adam, have "United States"

People omit their states because they fear being identified and subsequently, possible retaliation.

SteveH35 (Washington)
Posts: 339

Posted:

Quote:

Posted By AugustinD on 05/13/2022 4:06 PM

Posted By SteveH35 on 05/13/2022 2:27 PM
Given what Adam posted, the articles of incorporation hand off control of board member composition to the bylaws which sets a minimum number only.

No amendment of the bylaws occurred. The Articles trump the Bylaws. The number of directors is three.

No amendment needed. So long as the CIC is incorporated as a nonprofit corporation, the bylaws are in control.

TITLE 30 - CORPORATIONS | CHAPTER 30 - IDAHO NONPROFIT CORPORATION ACT | PART 6 - DIRECTORS AND OFFICERS (https://legislature.idaho.gov/statutesrules/idstat/Title30/T30CH30/SECT30-30-603/)
30-30-603. NUMBER OF DIRECTORS.
(1) The board of directors must consist of three (3) or more individuals, with the number specified in or fixed in accordance with the articles or bylaws. Notwithstanding the foregoing, the board of directors of a religious corporation must consist of at least one (1) individual, with the number specified in or fixed in accordance with the articles or bylaws.
(2) The number of directors may be increased or decreased within the limitations contained in subsection (1) of this section from time to time by amendment to or in the manner prescribed in the articles or bylaws.

Have a great night,
Steve

AdamL1 (UnitedStates)
Posts: 559

Posted:

Quote:

Posted By SteveH35 on 05/13/2022 8:24 PM

Posted By AugustinD on 05/13/2022 4:06 PM

Posted By SteveH35 on 05/13/2022 2:27 PM
Given what Adam posted, the articles of incorporation hand off control of board member composition to the bylaws which sets a minimum number only.

No amendment of the bylaws occurred. The Articles trump the Bylaws. The number of directors is three.

No amendment needed. So long as the CIC is incorporated as a nonprofit corporation, the bylaws are in control.

TITLE 30 - CORPORATIONS | CHAPTER 30 - IDAHO NONPROFIT CORPORATION ACT | PART 6 - DIRECTORS AND OFFICERS (https://legislature.idaho.gov/statutesrules/idstat/Title30/T30CH30/SECT30-30-603/)
30-30-603. NUMBER OF DIRECTORS.
(1) The board of directors must consist of three (3) or more individuals, with the number specified in or fixed in accordance with the articles or bylaws. Notwithstanding the foregoing, the board of directors of a religious corporation must consist of at least one (1) individual, with the number specified in or fixed in accordance with the articles or bylaws.
(2) The number of directors may be increased or decreased within the limitations contained in subsection (1) of this section from time to time by amendment to or in the manner prescribed in the articles or bylaws.

Have a great night,
Steve

the Articles says exactly 3. Articles are higher in authority than Bylaws.

Have a great night too.

AdamL1 (UnitedStates)
Posts: 559

Posted:

Quote:

Posted By SteveH35 on 05/13/2022 8:24 PM

Posted By AugustinD on 05/13/2022 4:06 PM

Posted By SteveH35 on 05/13/2022 2:27 PM
Given what Adam posted, the articles of incorporation hand off control of board member composition to the bylaws which sets a minimum number only.

No amendment of the bylaws occurred. The Articles trump the Bylaws. The number of directors is three.

No amendment needed. So long as the CIC is incorporated as a nonprofit corporation, the bylaws are in control.

TITLE 30 - CORPORATIONS | CHAPTER 30 - IDAHO NONPROFIT CORPORATION ACT | PART 6 - DIRECTORS AND OFFICERS (https://legislature.idaho.gov/statutesrules/idstat/Title30/T30CH30/SECT30-30-603/)
30-30-603. NUMBER OF DIRECTORS.
(1) The board of directors must consist of three (3) or more individuals, with the number specified in or fixed in accordance with the articles or bylaws. Notwithstanding the foregoing, the board of directors of a religious corporation must consist of at least one (1) individual, with the number specified in or fixed in accordance with the articles or bylaws.
(2) The number of directors may be increased or decreased within the limitations contained in subsection (1) of this section from time to time by amendment to or in the manner prescribed in the articles or bylaws.

Have a great night,
Steve

the Articles says exactly 3. Articles are higher in authority than Bylaws.

Have a great night too.

AdamL1 (UnitedStates)
Posts: 559

Posted:

Quote:

Posted By SteveH35 on 05/13/2022 8:24 PM

Posted By AugustinD on 05/13/2022 4:06 PM

Posted By SteveH35 on 05/13/2022 2:27 PM
Given what Adam posted, the articles of incorporation hand off control of board member composition to the bylaws which sets a minimum number only.

No amendment of the bylaws occurred. The Articles trump the Bylaws. The number of directors is three.

No amendment needed. So long as the CIC is incorporated as a nonprofit corporation, the bylaws are in control.

TITLE 30 - CORPORATIONS | CHAPTER 30 - IDAHO NONPROFIT CORPORATION ACT | PART 6 - DIRECTORS AND OFFICERS (https://legislature.idaho.gov/statutesrules/idstat/Title30/T30CH30/SECT30-30-603/)
30-30-603. NUMBER OF DIRECTORS.
(1) The board of directors must consist of three (3) or more individuals, with the number specified in or fixed in accordance with the articles or bylaws. Notwithstanding the foregoing, the board of directors of a religious corporation must consist of at least one (1) individual, with the number specified in or fixed in accordance with the articles or bylaws.
(2) The number of directors may be increased or decreased within the limitations contained in subsection (1) of this section from time to time by amendment to or in the manner prescribed in the articles or bylaws.

Have a great night,
Steve

the Articles says exactly 3. Articles are higher in authority than Bylaws.

Have a great night too.

MaxB4
Posts: 3,513

Posted:

This was a no brainer, why all the disagreements?

AugustinD
Posts: 3,698

Posted:

Quote:

Posted By SteveH35 on 05/13/2022 8:24 PM

Posted By AugustinD on 05/13/2022 4:06 PM

Posted By SteveH35 on 05/13/2022 2:27 PM
Given what Adam posted, the articles of incorporation hand off control of board member composition to the bylaws which sets a minimum number only.

No amendment of the bylaws occurred. The Articles trump the Bylaws. The number of directors is three.

No amendment needed. So long as the CIC is incorporated as a nonprofit corporation, the bylaws are in control.

TITLE 30 - CORPORATIONS | CHAPTER 30 - IDAHO NONPROFIT CORPORATION ACT | PART 6 - DIRECTORS AND OFFICERS (https://legislature.idaho.gov/statutesrules/idstat/Title30/T30CH30/SECT30-30-603/)
30-30-603. NUMBER OF DIRECTORS.
(1) The board of directors must consist of three (3) or more individuals, with the number specified in or fixed in accordance with the articles or bylaws. Notwithstanding the foregoing, the board of directors of a religious corporation must consist of at least one (1) individual, with the number specified in or fixed in accordance with the articles or bylaws.
(2) The number of directors may be increased or decreased within the limitations contained in subsection (1) of this section from time to time by amendment to or in the manner prescribed in the articles or bylaws.

SteveH35,

First, the Idaho Nonprofit Corporation Act states that the Articles of Incorporation trump the Bylaws as follows:

30-30-206. BYLAWS.
...
(2) The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
(3) The patrons of a cooperative corporation, by dealing with the corporation, acknowledge that the terms and provisions of the articles of incorporation and bylaws, as well as policies, rules and regulations, shall constitute and be a contract between the corporation and each patron, and both the corporation and the patrons are bound by such contract, as fully as though each patron had individually signed a separate instrument containing such terms and provisions.

30-30-302. GENERAL POWERS.
Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs including, without limitation, power:
...
(3) To make and amend bylaws not inconsistent with its articles of incorporation or with the laws of this state, for regulating and managing the affairs of the corporation;

The Bylaw on the number of directors is inconsistent with the Articles of Incorporation. Hence per the Idaho Nonprofit Corporation Statute, the Bylaw on the number of directors is invalid. (

Second, from the Bylaws, as quoted in my post yesterday, for all to see:

In case of any conflict between the Articles of Incorporation and these Bylaws the Articles shall control;

SteveH35 (Washington)
Posts: 339

Posted:

Quote:

Posted By AugustinD on 05/14/2022 6:12 AM

Posted By SteveH35 on 05/13/2022 8:24 PM

Posted By AugustinD on 05/13/2022 4:06 PM

Posted By SteveH35 on 05/13/2022 2:27 PM
Given what Adam posted, the articles of incorporation hand off control of board member composition to the bylaws which sets a minimum number only.

No amendment of the bylaws occurred. The Articles trump the Bylaws. The number of directors is three.

No amendment needed. So long as the CIC is incorporated as a nonprofit corporation, the bylaws are in control.

TITLE 30 - CORPORATIONS | CHAPTER 30 - IDAHO NONPROFIT CORPORATION ACT | PART 6 - DIRECTORS AND OFFICERS (https://legislature.idaho.gov/statutesrules/idstat/Title30/T30CH30/SECT30-30-603/)
30-30-603. NUMBER OF DIRECTORS.
(1) The board of directors must consist of three (3) or more individuals, with the number specified in or fixed in accordance with the articles or bylaws. Notwithstanding the foregoing, the board of directors of a religious corporation must consist of at least one (1) individual, with the number specified in or fixed in accordance with the articles or bylaws.
(2) The number of directors may be increased or decreased within the limitations contained in subsection (1) of this section from time to time by amendment to or in the manner prescribed in the articles or bylaws.

SteveH35,

First, the Idaho Nonprofit Corporation Act states that the Articles of Incorporation trump the Bylaws as follows:

30-30-206. BYLAWS.
...
(2) The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
(3) The patrons of a cooperative corporation, by dealing with the corporation, acknowledge that the terms and provisions of the articles of incorporation and bylaws, as well as policies, rules and regulations, shall constitute and be a contract between the corporation and each patron, and both the corporation and the patrons are bound by such contract, as fully as though each patron had individually signed a separate instrument containing such terms and provisions.

30-30-302. GENERAL POWERS.
Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs including, without limitation, power:
...
(3) To make and amend bylaws not inconsistent with its articles of incorporation or with the laws of this state, for regulating and managing the affairs of the corporation;

The Bylaw on the number of directors is inconsistent with the Articles of Incorporation. Hence per the Idaho Nonprofit Corporation Statute, the Bylaw on the number of directors is invalid. (

Second, from the Bylaws, as quoted in my post yesterday, for all to see:

In case of any conflict between the Articles of Incorporation and these Bylaws the Articles shall control;

Except there is no discrepancy or conflict. The bylaws use *EXACTLY* the same language as the nonprofit corporations statute and the articles of incorporation defer to the bylaws in this regard. The statute calls for a "fixed" number, so if the bylaws adopt a fixed number, instead of a "floating number" that's it. Done. End of story.

Regards,
Steve

AdamL1 (UnitedStates)
Posts: 559

Posted:

Quote:

Posted By SteveH35 on 05/14/2022 9:15 AM

Except there is no discrepancy or conflict. The bylaws use *EXACTLY* the same language as the nonprofit corporations statute and the articles of incorporation defer to the bylaws in this regard. The statute calls for a "fixed" number, so if the bylaws adopt a fixed number, instead of a "floating number" that's it. Done. End of story.

Regards,
Steve

I think you're missing the actual reading of the AoI:

Articles of Incorp:
"The affairs of this Corporation shall be managed by a Board of three (3) Directors"

SteveH35 (Washington)
Posts: 339

Posted:

Quote:

Posted By AdamL1 on 05/14/2022 9:49 AM

I think you're missing the actual reading of the AoI:

Articles of Incorp:
"The affairs of this Corporation shall be managed by a Board of three (3) Directors"

Adam, as the OP, you posted:
Articles of Incorp:
The affairs of this Corporation shall be managed by a Board of three (3) Directors,...The number of Directors may be changed by amendment of the Bylaws of the Corporation, but in no event shall the number be less than three (3).

In the end, the bylaws control, because the statutes and the articles of incorporation have given such control to the bylaws. Is this all somewhat confusing? Yes absolutely.

ID nonprofit statutes point to the bylaws and articles of incorporation for a specific ("fixed") number of directors. The bylaws also generally defer to the articles of incorporation if there's a conflict. The articles of incorporation in turn specifically grant power to the bylaws to control the number of directors (with an amendment). The articles of incorporation do not require an update. The bylaws can simply be amended to fix a number of directors greater than 3.

Regards,
Steve

AugustinD
Posts: 3,698

Posted:

Quote:

Posted By SteveH35 on 05/14/2022 10:18 AM
The articles of incorporation in turn specifically grant power to the bylaws to control the number of directors (with an amendment). The articles of incorporation do not require an update. The bylaws can simply be amended to fix a number of directors greater than 3.

How come you do not understand that no amendment has occurred?

"Simply" here requires a majority vote of the owners.

MaxB4
Posts: 3,513

Posted:

The problem is that lawyers throw boilerplate documents in place that many times don't match the association other governing docs. The minimum number for any association is going to be three, so the Articles have three. The Bylaws have three, but can be changed without touching the Articles.