Voting Percentage to Change Bylaws

Are your bylaws really that bad?

In North Carolina, it looks to me like the nonprofit corporation act says that the Act's requirements will trump a majority requirement. (Majority means 50% of the vote + one more vote. See 55A-10-21. (a) (2) at https://www.ncleg.net/enactedlegislation/statutes/pdf/bychapter/chapter_55a.pdf.

Consider two of the big HOA and condo states, Florida and California, whose HOA and condo statutes are amended often:

In Florida, if the Bylaws are silent, for both HOAs and condos, Florida statutes say the number to amend bylaws is 2/3rds of the voting interests.

In California, where an owners' vote is required and the bylaws are silent, California statutes says a majority of those members voting is sufficient to amend the bylaws. See Corp. Code § 7150(b).

Some bylaw sections should not be amended unless a super majority approves.

Indicate whether the Massachusetts property is a condo, and I might have more to post.

In our association it is 51% of all owners voting yes to change a Bylaw. 2/3rds of a all owners voting yes to change a Covenant. Notice I said OFF ALL OWNERS.

That is NOT what California Corporation states!

As I have read a few more California governing docs than you have, I have NEVER come across any Bylaws that were silent on amending the Bylaws, the CCRs, or the Articles of Incorporation in that manner.

Thank you to everyone who responded to my question. A related question. Why is a 67% vote the defacto standard for most HOA to change an amendment. Is there some significance it is 67%.

To amend //covenants//, the reason a super-majority (typically 67%, 75% or 100%) is usual is to make amending hard. This promotes consistency. Much of the law is about having //consistency//, meaning something people can count on.

Our original, ca. 2000, and now our restated bylaws require a simple majority for Bylaws. It seems to me this usually is not difficult since there's very little in Bylaws that is controversial.

Our original CC&Rs required 67%. We were able to get 63% approval during a 4-5 month balloting period. In CA, if an HOA can get over 50% approval to amend the covenants, and shows the judge how hard they tried to get that %, the judge will approve the amendments or restatement, which he did in our case.

Serious query:

What do you think the number should be? Simple majority of all owners for most or all covenants? Simple majority of those who appear in person or by proxy at the annual meeting (where quorum is reached)? No quorum requirement?

Just from the math, to me the lower the threshold, the more likely a simple majority can impose a "tyranny of the majority" and cause mischief that lands in court.

I am observing a Single Family Home HOA in a certain state in a mess of trouble as we speak. It has been in the habit of "amending" its covenants and bylaws very casually for decades now, in violation of the covenants and bylaws procedures for amendin. It's such a long tradition that I believe a real question exists about whether the amending process has been amended "by acquiescence" over the years (as the courts put it). It's a mess. (Fortunately the HOA is now having to face some familial status Fair Housing threats and all hell has officially broken loose. This includes the express involvement of a leading, local Fair Housing nonprofit and a leading Fair Housing specialized attorney who has a reputation for winning settlements and lawsuits. This HOA had better start printing money.

I do not like developers.* But I profane owners who do not understand covenants even more. The uber rich get what they deserve when they buy into a hoighty toighty HOA and do not understand what covenants are.

*I know I am being a hypocrite. All three of the homes I owned would not exist but for aggressive developers.

Personally, I like 51%, but we can go with 55%.

I understand your concern about the tyranny of the majority, but that's all the more reason people need to wake up, pay attention, and make up their minds, one way or another, and vote accordingly. Many of the questions on this website come down to what people are willing to do to effect change. It doesn't mean it'll be easy or happen overnight - I've said over and over that it's never easy to speak truth to power. You can win or lose, you might not be around to see the end result and it may be a while before people realize this was a dumb idea - or it worked out better than expected. That doesn't mean you don't try and the older I get, the more I see that we all find out what we really care about and what we're willing to do. I, for one, am not interested in leaving the big decisions to folks I barely know or the ones with an agenda that doesn't jibe with my interests. For the people who want or don't want something, this also gives them motivation to go out and talk to their neighbors about casting a vote.

You said it yourself - you don't like owners who don't understand covenants or greedy developers. Neither do I, and you're seeing the consequence of people doing whatever the hell they want and thumbing their noses at the Fair Housing rules. All those people who signed off on these CCR changes - how many do you think actually read them and understood what they were getting into?

I know it's a big ask for some people to read the documents, do some comparisons, ask questions (lots of them), debate, read the revisions, maybe debate some more, and then make a decision. Such is life in an HOA because people are messy. These aren't the 10 commandments - if the CCR(s) you amended created another set of problems, you might have to take another look and make adjustments. To me, these should be living documents and one should expect they will change and change again as the community changes. You can't always hide behind "This doesn't affect me, so I don't care what happens." Sooner or later, stuff can and does come to your door and depending on what it is, you may be sorry you didn't take a stand.

It would be nice if it did, but I know that probably won't happen either. Generally I say the documents should be reviewed every 7 - 10 years to see if there have been significant changes to local, state and federal that have a major impact on the documents and so a change may be warranted.

There's a difference between amending documents for a 100 home community vs. these United States. Over 200 million people spread out over 50 states and a few territories screams for a 75% majority to change the constitution because that will affect you wherever you go. Whereas if you move out of hellsapoppin HOA your problems or may not end (because people are messy every dzmned place), but at least you won't live IN THAT community!

Our 2022 restated Bylaws and our restated CC&Rs can be amended with a simple majority and we no longer have quorum requirements for those activities per our HOA attorney's advice. Our old Bylaws also only required a simple majority. That was easily achieved because our Bylaws, and most, don't contain much that directly affects individual Owners. They're about elections, the structure of board positions, officers, etc. Ours is 16 pages and contains nothing controversial since almost all is limited by CA Corporations Code or Civil Code.

We've seen here that some states or bylaws permits boards to amend them without Owner votes.

What I'd call really serious changes to our CC&Rs still require a 67% approval in our CC&Rs: "By act or omission abandon, partition, subdivide, encumber, sell or transfer any property or improvements owned, directly or indirectly, by the Association for the benefit of the Condominiums and the Owners..." ("d) By act or omission change the method of determining the obligations, assessments, dues or other charges that may be levied against an Owner; (e) Partition or subdivide a Condominium..." Plus several similar.

So, in our campaign to get 67% approval, six directors and I, recently off the Board, found very few who wanted to vote "no" or abstained. knowing it meant a "no" vote. A handful didn't want smog king banned everywhere on our condo high rise premises, even in residents' Units. Other objections were random; one didn't like the current method of calculating the sq. ft. variance. The was no group who had a different philosophy or wanted a particular change or resisted a particular addition, etc. There was, in other words, no "minority," except for separate individuals with discrete opinions. Tocqueville's "tyranny of the majority" doesn't apply.

The largest hurdle for those of us campaigning to get 67% approval was the length of the declaration. Our original, ca. 2000, was about 100 pages, and the restatement, 77 pages plus some easy-t0-read exhibits. still some voters were very concerned about voting for something they hasn't carefully read and understood. We supplied a redlined version. We is supplied a 2 page summary of every change that mattered. We held a TownHall. But, still, some worried that old sections still in it might not be good for them. Some expressed to me worry they'd read it "wrong," and misunderstand something important. I have to say, that my fellow campaigners & I did not encounter the usual explanation for difficulty getting out the vote --"apathy."

I see no logical reason to make it so difficult to amend either set of documents, especially with such rapid changes in our local settings, in technology, in our demographics and in our economy. HOAs need more flexibility than in the old days. Calif. courts clearly agree so have for many years no-- at least 20?-- permitted the approval of CC&Rs when a simply majority voted to approve AND the HOA provides documentation to the courts of diligent efforts to amend them.

That a simple majority of owners may approve CC&Rs amendments in CA is a fact and means that the legislature that gave the courts such authority agrees that requiring, 67, 75 or even 100% simply is not necessary and is burdensome. That action does agree with my personal opinion. That “some” courts have termed “some” amendments a “tyranny of the majority” does nothing to negate the overall purpose of this legislation.

"Reasonableness" is but one criterion among many hoops/criteria that boards/HOA attorneys must jump through re: individual amendments. I did not "leave out" that one word. Instead, I avoid spitting up the whole list of requirements & materials, which any interested reader may review by going to the website ElleN cited.