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MichaelT21 (Arkansas)
Posts: 462
Posted:
Looking at our by-laws, they are hard to read. They are a scanned document from 2006, which is not searchable, say "unofficial" all over them, and also make numerous references to the Class B member which is no longer relevant as all lots have been sold and there no longer is a class B member.

Thus, I would like to go through and do a major administrative cleanup to make them searchable and easier to read.

Is there any way we can do this without going through a CC&R modification process? The new CC&Rs wouldn't need to be recorded as we aren't changing anything except deleting a few provisions that no longer apply.

Before I get blasted for this idea, I did get the CC&Rs for our neighboring community and they did this. I am not sure what it is called or whom to ask to do it for us.
TimB4 (Tennessee)
Posts: 21,059
Posted:
Really?
You wouldn't be changing anything?

If you are deleting, you are changing.
If you are changing the words to make it more understandable, you are changing.

You say that you got the CC&Rs and they did what you want to do.
Who are they???
AugustinD
Posts: 1,027
Posted:
Quote:
Posted By MichaelT21 on 11/07/2022 11:28 AM
Is there any way we can do this without going through a CC&R modification process? The new CC&Rs wouldn't need to be recorded as we aren't changing anything except deleting a few provisions that no longer apply.
By my reading, Washington statutes do not have a provision that will help here. For the CC&Rs to be revised as you describe and legally enforceable would require at least an owners' vote and recording with the county.

However, AFAIC you can still type up an unofficial copy of the CC&Rs with the revisions you described, for your use and the use of anyone who asks. I would mark it "Unofficial" everywhere and note that the reader should double check xyz with the official copy of the CC&Rs. In the unofficial copy, I advise keeping the page numbers the same and leaving large blank areas where no longer applicable Declarant sections exist.
CathyA3 (Ohio)
Posts: 6,299
Posted:
There is no way I would trust anyone other than an attorney to "clean up" the CC&Rs, even if it's only a "few provisions that no longer apply".

I also believe that any change would need a homeowner vote - I would not trust anyone, even an experienced board member, to say "oh, that no longer applies". The goal is to protect the association from losing a lawsuit because someone removed a comma or two, thus changing the meaning of the sentences. Yes, that happens. That's why attorneys make the big bucks, they can be held accountable for their work. It's legalese, it's not supposed to read like ordinary prose.

Also, in many places it's illegal to practice law without a license. This may flirt with it.

(A few years back, someone posted that his board had commissioned the board president's wife to re-write their CC&Rs to make them easier to understand - because the wife had majored in English or something and could write well. The person who posted thought this was a great idea. OMG...)
AugustinD
Posts: 1,027
Posted:
Quote:
Posted By CathyA3 on 11/07/2022 12:00 PM
Also, in many places it's illegal to practice law without a license.
"Practice" meaning one is taking money for one's legal work. If one is not taking money for one's legal work, then one is not violating any law relating to the unlawful practice of law. Hence HOATalk, where nearly every question is a legal question, and all who post here do so as volunteers and without pay, is violating no laws pertaining to the unlawful practice of law.
MaxB4
Posts: 3,513
Posted:
Quote:
Posted By AugustinD on 11/07/2022 12:23 PM
Posted By CathyA3 on 11/07/2022 12:00 PM
Also, in many places it's illegal to practice law without a license.
"Practice" meaning one is taking money for one's legal work. If one is not taking money for one's legal work, then one is not violating any law relating to the unlawful practice of law. Hence HOATalk, where nearly every question is a legal question, and all who post here do so as volunteers and without pay, is violating no laws pertaining to the unlawful practice of law.

BS!
DavidG45 (Delaware)
Posts: 994
Posted:
Quote:
Posted By MichaelT21 on 11/07/2022 11:28 AM
Looking at our by-laws, they are hard to read. They are a scanned document from 2006, which is not searchable, say "unofficial" all over them, and also make numerous references to the Class B member which is no longer relevant as all lots have been sold and there no longer is a class B member.

Thus, I would like to go through and do a major administrative cleanup to make them searchable and easier to read.

Is there any way we can do this without going through a CC&R modification process? The new CC&Rs wouldn't need to be recorded as we aren't changing anything except deleting a few provisions that no longer apply.

Before I get blasted for this idea, I did get the CC&Rs for our neighboring community and they did this. I am not sure what it is called or whom to ask to do it for us.

Regarding the search feature, we had the same problem, which I resolved by running the docs through OCR software, carefully tweaking what the software got wrong, and saving as a PDF with a disclaimer.

JohnT38 (South Carolina)
Posts: 1,631
Posted:
Quote:
Posted By DavidG45 on 11/07/2022 1:15 PM
Posted By MichaelT21 on 11/07/2022 11:28 AM
Looking at our by-laws, they are hard to read. They are a scanned document from 2006, which is not searchable, say "unofficial" all over them, and also make numerous references to the Class B member which is no longer relevant as all lots have been sold and there no longer is a class B member.

Thus, I would like to go through and do a major administrative cleanup to make them searchable and easier to read.

Is there any way we can do this without going through a CC&R modification process? The new CC&Rs wouldn't need to be recorded as we aren't changing anything except deleting a few provisions that no longer apply.

Before I get blasted for this idea, I did get the CC&Rs for our neighboring community and they did this. I am not sure what it is called or whom to ask to do it for us.


Regarding the search feature, we had the same problem, which I resolved by running the docs through OCR software, carefully tweaking what the software got wrong, and saving as a PDF with a disclaimer.


I did the same thing with our old docs. I put the disclaimer on every page and made the document read only.
MaxB4
Posts: 3,513
Posted:
In California, the Board can update their governing documents without membership approval if they are updating them with new laws or statutes. The CCRs or Articles of Incorporation still must be properly notorized and recorded with the county because legal changes have been made.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Michael

Changes made to your docs must be, like amendments, approved by the owners. I have seen quote for attorneys to "cleanup" docs to cost abut $5K and more. My BOD looked at it and ended up saying: people need to learn to read better..LOL
KerryL1 (California)
Posts: 14,550
Posted:
With Cathy, wouldn't even consider it without legal advice. There, of course, obvious items that need to be deleted. But there are newer statutes since '06 that apply to your HOA.

Our complicated 110 page CC&Rs that include our commercial owner and 3 "special benefit areas" cost $3,500 to rewrite. I suspect Michael's is far less complicated and can't imagine why JohnC's quote in SC was so high.

Oh, but MichaelT's Bylaws are included in the entire package
CathyA3 (Ohio)
Posts: 6,299
Posted:
Quote:
Posted By AugustinD on 11/07/2022 12:23 PM
Posted By CathyA3 on 11/07/2022 12:00 PM
Also, in many places it's illegal to practice law without a license.
"Practice" meaning one is taking money for one's legal work. If one is not taking money for one's legal work, then one is not violating any law relating to the unlawful practice of law. Hence HOATalk, where nearly every question is a legal question, and all who post here do so as volunteers and without pay, is violating no laws pertaining to the unlawful practice of law.

Not so sure about that. Lawyers do pro bono work, and that's certainly "practicing law". In fact, I know of one lawyer who is currently trying to arrange his life so that he can provide all of his legal services pro bono to under-served populations.

I think what the laws refer to is falsely passing oneself off as qualified to provide legal services and establishing what the customers believe is a lawyer-client relationship with all of the benefits of that (eg. privileged communications and the ability to take action for legal malpractice). We often see disclaimers on this website saying that we're not lawyers but are experienced current and former board members and community managers, and our answers often send people to a licensed attorney for advice. That's a lot different from attempting to re-write a legal document that is subject to various laws, even if the person doing it isn't explicitly claiming to be a lawyer.
AugustinD
Posts: 1,027
Posted:
Quote:
Posted By CathyA3 on 11/08/2022 6:54 AM
Posted By AugustinD on 11/07/2022 12:23 PM
Posted By CathyA3 on 11/07/2022 12:00 PM
Also, in many places it's illegal to practice law without a license.
"Practice" meaning one is taking money for one's legal work. If one is not taking money for one's legal work, then one is not violating any law relating to the unlawful practice of law. Hence HOATalk, where nearly every question is a legal question, and all who post here do so as volunteers and without pay, is violating no laws pertaining to the unlawful practice of law.
Not so sure about that. Lawyers do pro bono work, and that's certainly "practicing law".
Fair point. But I think you insinuated that unpaid HOA/COA directors might be breaking the law when preparing a proposed amendment to the covenants. Not so.

Let's put it this way: If one has no law license, one can lawfully dispense legal advice to one's heart's desire as long as one does not take money in exchange for this legal advice.

Back to the OP's points: It seems several in the thread are assuming the OP is going to do more than delete the Declarant references. But what I took the problem to be is that the print on the original governing documents is faded and hard to read. That is, it's not a legalese problem. It's a repeated copying of an old document problem.

As for (unpaid) directors wishing to prepare a draft of a proposed amendment to say, the Declaration, with said draft then going to a HOA/COA attorney for editing: Have at it. These (unpaid) directors are not breaking any law.
MichaelT21 (Arkansas)
Posts: 462
Posted:
To be perfectly clear:

The old CC&Rs, as recorded by the county, would be the governing and authority CC&R. This is what the attorneys would reference when pursuing legal matters.

My revised document would be an easy to read reference. It would be a word for word copy except the verbiage regarding the declarant would be eliminated, and the text would be searchable and easy to read with modern fonts.

I think it's doable, but would take a lot of time. Probably something we'd want to hire an administrative person to do for us.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
I converted a copy of our Covenants, Bylaws, and Rules & Regulation from a PDF file to a MS Word file. I also added/noted the five amendments we had made. I put a disclaimer on the first page of each doc saying this is a converted/modified version and to be used for reference only and the original PDF documents should be used if an issue arises.

The conversion went well with just a few errors but easily correctable. Now it is easy to search for specific topics such as "fines".
TimB4 (Tennessee)
Posts: 21,059
Posted:
Quote:
Posted By MichaelT21 on 11/08/2022 8:09 AM
To be perfectly clear:

The old CC&Rs, as recorded by the county, would be the governing and authority CC&R. This is what the attorneys would reference when pursuing legal matters.

My revised document would be an easy to read reference. It would be a word for word copy except the verbiage regarding the declarant would be eliminated, and the text would be searchable and easy to read with modern fonts.

I think it's doable, but would take a lot of time. Probably something we'd want to hire an administrative person to do for us.

To be perfectly clear, that is amending the documents.

Follow proper procedure!
DavidG45 (Delaware)
Posts: 994
Posted:
Quote:
Posted By MichaelT21 on 11/08/2022 8:09 AM
To be perfectly clear:

The old CC&Rs, as recorded by the county, would be the governing and authority CC&R. This is what the attorneys would reference when pursuing legal matters.

My revised document would be an easy to read reference. It would be a word for word copy except the verbiage regarding the declarant would be eliminated, and the text would be searchable and easy to read with modern fonts.

I think it's doable, but would take a lot of time. Probably something we'd want to hire an administrative person to do for us.


A couple of us have mentioned, it would not take that much time if you use OCR software.

What you are saying is that you do not intend to update your governing documents, you just want to create a searchable document, removing outdated references to the developer. I think that isn't bad, so long as there is a disclaimer on every page, referring people to the copy of the document that is on file. However, it would probably be even better if you don't remove the outdated language. Any reader who can't understand that those references no longer apply probably isn't going to read the documents with much comprehension, anyway; and removing it does risk altering the meaning accidentally.

CathyA3 (Ohio)
Posts: 6,299
Posted:
More thoughts:

* It can't hurt to try OCR software. However, my community's CC&Rs are poor quality scans - good enough to read but I'm sure that OCR software would have trouble.

* As far as "cleaning up" the CC&Rs go, you're not saving the association's lawyer any time by doing this - in fact you're probably making more work. It's much easier if a board can provide a wish list of items that they believe are no longer needed and changes that the community supports and would like to have. If you provide a doctored version, the lawyer has to discard it entirely and ask for the list of proposed changes. The lawyer's name is on the finished product and they'd be liable if something was done improperly - a responsible attorney would not trust or put their name on work done by amateurs. (If anyone has spent time as a computer programmer, this is a similar situation. If your users decided to "help" by fixing a program, you have to assume the end result is garbage and start from scratch with what you know is a working version of the program.)

* As I mentioned previously, changing the punctuation can change the meaning of a sentence. Punctuation is a job for a lawyer - it's why they make the big bucks. :-)

* I personally would never tackle our CC&Rs for fear of getting myself sued if I make a mistake and the community relies on that error. A disclaimer might help, but why go though all that work if nobody can trust the end result? Yes, you have D&O insurance but it can have limitations - not sure what would happen if a board member is going outside his lane.
TristaJ (Texas)
Posts: 96
Posted:
Which OCR program did you use?
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Quote:
Posted By TimB4 on 11/08/2022 10:39 AM
Posted By MichaelT21 on 11/08/2022 8:09 AM
To be perfectly clear:

The old CC&Rs, as recorded by the county, would be the governing and authority CC&R. This is what the attorneys would reference when pursuing legal matters.

My revised document would be an easy to read reference. It would be a word for word copy except the verbiage regarding the declarant would be eliminated, and the text would be searchable and easy to read with modern fonts.

I think it's doable, but would take a lot of time. Probably something we'd want to hire an administrative person to do for us.


To be perfectly clear, that is amending the documents.

Follow proper procedure!

I agree.
CathyA3 (Ohio)
Posts: 6,299
Posted:
People who are consulting the CC&Rs are usually doing so because they want to know why things are being done the way they are or to decide if the board is not following their governing documents. Or a director says "I know I've seen something that says thus and such" and they need the actual text to make sure they remember correctly. Or a homeowner challenges the board about something and the board wants to provide the exact wording to prove that the homeowner is wrong.

So aside from the folks who are just curious about something - and I'm sure there are some - I believe that many have what's basically a legal question and they need to consult the recorded documents. This is particularly true in condo communities where it can be confusing as to who actually owns what and who is responsible for what (and where newbie owners sometimes think that condos are glorified apartments and the association is responsible for everything).

KerryL1 (California)
Posts: 14,550
Posted:
Cathy wrote: * "As far as "cleaning up" the CC&Rs go, you're not saving the association's lawyer any time by doing this - in fact you're probably making more work. It's much easier if a board can provide a wish list of items that they believe are no longer needed and changes that the community supports and would like to have. If you provide a doctored version, the lawyer has to discard it entirely and ask for the list of proposed changes." This is sound advice for anyone in any association.

Not only would your attorney discard your "revisions," you'd spend $$ on the time it takes their team to to read through your suggestions. This is exactly the advice anyone will receive if they read the online resources about amending or restating their CC&Rs. Take the "wish list" approach. At the top of the list you'd write, "delete developer language," or similar. Another is delete or revise any sections that conflict with current statutes.
MichaelT21 (Arkansas)
Posts: 462
Posted:
Quote:
Posted By KerryL1 on 11/09/2022 2:03 PM
Cathy wrote: * "As far as "cleaning up" the CC&Rs go, you're not saving the association's lawyer any time by doing this - in fact you're probably making more work. It's much easier if a board can provide a wish list of items that they believe are no longer needed and changes that the community supports and would like to have. If you provide a doctored version, the lawyer has to discard it entirely and ask for the list of proposed changes." This is sound advice for anyone in any association.

Not only would your attorney discard your "revisions," you'd spend $$ on the time it takes their team to to read through your suggestions. This is exactly the advice anyone will receive if they read the online resources about amending or restating their CC&Rs. Take the "wish list" approach. At the top of the list you'd write, "delete developer language," or similar. Another is delete or revise any sections that conflict with current statutes.

Nobody in my community will go to the efforts required in the CC&Rs to revise them. It requires an affirmative vote of 2/3 of all homeowners. By affirmative I mean that we would have to have 2/3 of all homeowners sign a piece of paper stating they are in favor of the revised change to the CC&Rs. That is a huge barrier to cross and thus will not happen. Ring doorbells have made it that much harder to collect signatures. We never, ever will get enough signatures to revise the CC&Rs in my opinion.
JohnT38 (South Carolina)
Posts: 1,631
Posted:
Quote:
Posted By MichaelT21 on 11/09/2022 2:13 PM
Posted By KerryL1 on 11/09/2022 2:03 PM
Cathy wrote: * "As far as "cleaning up" the CC&Rs go, you're not saving the association's lawyer any time by doing this - in fact you're probably making more work. It's much easier if a board can provide a wish list of items that they believe are no longer needed and changes that the community supports and would like to have. If you provide a doctored version, the lawyer has to discard it entirely and ask for the list of proposed changes." This is sound advice for anyone in any association.

Not only would your attorney discard your "revisions," you'd spend $$ on the time it takes their team to to read through your suggestions. This is exactly the advice anyone will receive if they read the online resources about amending or restating their CC&Rs. Take the "wish list" approach. At the top of the list you'd write, "delete developer language," or similar. Another is delete or revise any sections that conflict with current statutes.


Nobody in my community will go to the efforts required in the CC&Rs to revise them. It requires an affirmative vote of 2/3 of all homeowners. By affirmative I mean that we would have to have 2/3 of all homeowners sign a piece of paper stating they are in favor of the revised change to the CC&Rs. That is a huge barrier to cross and thus will not happen. Ring doorbells have made it that much harder to collect signatures. We never, ever will get enough signatures to revise the CC&Rs in my opinion.

Under your Board I agree. In the future if you have a top notch President that knows how to mobilize people, educate homeowners slowly and sell the finished product then I believe it can happen.
TimB4 (Tennessee)
Posts: 21,059
Posted:
Quote:
Posted By MichaelT21 on 11/09/2022 2:13 PM

Nobody in my community will go to the efforts required in the CC&Rs to revise them. It requires an affirmative vote of 2/3 of all homeowners. By affirmative I mean that we would have to have 2/3 of all homeowners sign a piece of paper stating they are in favor of the revised change to the CC&Rs. That is a huge barrier to cross and thus will not happen. Ring doorbells have made it that much harder to collect signatures. We never, ever will get enough signatures to revise the CC&Rs in my opinion.

Other Associations have put in the work and got it done.

As you posted, that is your community. However, that doesn't give you the authority (regardless of what you think your position is) to do what you are suggesting.
Just because some other Association chose to do things the wrong way doesn't mean you should.

WendyM5 (North Carolina)
Posts: 1,522
Posted:
Quote:
Posted By KerryL1 on 11/09/2022 2:03 PM
Cathy wrote: * "As far as "cleaning up" the CC&Rs go, you're not saving the association's lawyer any time by doing this - in fact you're probably making more work. It's much easier if a board can provide a wish list of items that they believe are no longer needed and changes that the community supports and would like to have. If you provide a doctored version, the lawyer has to discard it entirely and ask for the list of proposed changes." This is sound advice for anyone in any association.

Not only would your attorney discard your "revisions," you'd spend $$ on the time it takes their team to to read through your suggestions. This is exactly the advice anyone will receive if they read the online resources about amending or restating their CC&Rs. Take the "wish list" approach. At the top of the list you'd write, "delete developer language," or similar. Another is delete or revise any sections that conflict with current statutes.

There is an editing group function in many word processors where cross out line out parts of documents they want deleted or modified I can guarantee if you use that feature you will save your Association money paralegals to do that type of work are usually $150 per hour

vis ta vie
CathyA3 (Ohio)
Posts: 6,299
Posted:
Quote:
Posted By MichaelT21 on 11/09/2022 2:13 PM
Posted By KerryL1 on 11/09/2022 2:03 PM
Cathy wrote: * "As far as "cleaning up" the CC&Rs go, you're not saving the association's lawyer any time by doing this - in fact you're probably making more work. It's much easier if a board can provide a wish list of items that they believe are no longer needed and changes that the community supports and would like to have. If you provide a doctored version, the lawyer has to discard it entirely and ask for the list of proposed changes." This is sound advice for anyone in any association.

Not only would your attorney discard your "revisions," you'd spend $$ on the time it takes their team to to read through your suggestions. This is exactly the advice anyone will receive if they read the online resources about amending or restating their CC&Rs. Take the "wish list" approach. At the top of the list you'd write, "delete developer language," or similar. Another is delete or revise any sections that conflict with current statutes.


Nobody in my community will go to the efforts required in the CC&Rs to revise them. It requires an affirmative vote of 2/3 of all homeowners. By affirmative I mean that we would have to have 2/3 of all homeowners sign a piece of paper stating they are in favor of the revised change to the CC&Rs. That is a huge barrier to cross and thus will not happen. Ring doorbells have made it that much harder to collect signatures. We never, ever will get enough signatures to revise the CC&Rs in my opinion.

We conducted our amendment campaigns and voting entirely by snail mail. Our lawyer provided the text of the amendments, a "plain English" version so that people understood what the amendments were saying, and the ballots to be returned to our PM's office. The PM kept track of which units returned their ballots, and we did a second mailing to those who hadn't voted. There was some additional admin work, such as dealing with a few units that were sold while this was going on (the voting period remained open until everyone had voted).

There was no door-to-door anything, no issues with scheduling meetings, etc. In fact, the board had to keep their hands off the returned ballots, same as with any other voting that goes on. The process went well - and we need a super-majority of 75% to approve an amendment, so our barrier is pretty high.

So Ring door bells aren't the problem. In fact, if they do have a negative impact, maybe it's a sign that your procedure needs revision...?

My only regret is that I didn't campaign openly for the revised rental restriction. Obviously the board supported it, and I didn't want to appear to be trying to influence the vote. On the other hand, I think most owners don't fully understand the impacts on the community as the number of landlords go up or the fact that investor groups were targeting condo communities in my area. This is important information that can affect people's decisions, and most of them aren't aware of it. I think special newsletter editions and flyers spelling this all out would have been appropriate.
MichaelT21 (Arkansas)
Posts: 462
Posted:
75% of your community responded to 2 mailings? You have a very different community than mine. We are about 270 units, and we are lucky to get 30% to respond to an online vote after multiple mailings, e-mails, and Facebook posts. It'd take a lot of work to get 75% to respond.
CathyA3 (Ohio)
Posts: 6,299
Posted:
Quote:
Posted By MichaelT21 on 11/10/2022 8:44 AM
75% of your community responded to 2 mailings? You have a very different community than mine. We are about 270 units, and we are lucky to get 30% to respond to an online vote after multiple mailings, e-mails, and Facebook posts. It'd take a lot of work to get 75% to respond.

Nearly all responded. On the other hand, we often have to beg and twist arms to get volunteers to serve on the board, so we're not all that unusual.

I think the response was so high because the cover letter was written by our attorney on his firm's letterhead, so people would assume that it's important. The whole thing looked "official". In contrast, we use email and newsletters for routine, day-to-day stuff. Also, two of the amendments had wide support (one was approved unanimously) - people were motivated.

And much of the work was done by our energetic PM, who handled the returned ballots, compiled the results, and such.

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