Adopting Bylaws

That's nice. And it's nice that the Board asked for owner input. But at the end of the day, it's also wholly irrelevant. As you noted FS 617 requires the board to adopt bylaws, not the owners. As I think you are aware, the board by itself does not have the power to amend the Declaration such that the Declaration incorporates the bylaws into its body. Do keep all of the latter in mind as you read the following.

My response below is based on over a decade of experience reading Declarations, Articles of Incorporation, Bylaws and case law for HOAs and observing court cases about the same.

To be blunt, what you describe sounds more like the thoughts of a group of busybodies with a poor foundation in the legal structure of HOAs and corporations. For example, can you please have your owners explain exactly what "outlined" means? Exactly what does your HOA's Declaration say that some might argue is really a "bylaw"?

The reasons for bylaws to be adopted as a separate document are good. More below.

Go to FS 720 at http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0700-0799/0720/0720.html. It's not quite up to date, but it will do for the moment. Search FS 720 for every mention of "bylaws." Do the same for FS 617 here: http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0617/0617.html Write down everything that FS 720 indicates the bylaws are supposed to accomplish. Repeat for FS 617. Take note of how FS 720 and FS 617 address how bylaws speak to the procedural aspects of running the HOA, from how many directors there are, to how elections are run, to how board and owners' meetings are called and so on.

Declarations are also known as "Covenants, Conditions and Restrictions," ("CC&Rs" for short). The law sees these as contractual terms for how the property is used. This is different from the procedural aspects of running the HOA.

According to your Declaration, what percentage does it currently take to amend your HOA's Declaration?

As you seem to be aware: Do the owners there really want to include the Bylaws within the Declaration, and so the percentage for amending the Declaration and the Bylaws will be the same?

Post back if you want to know what some typical numbers are for amending HOA bylaws in Florida.

If per chance in the future you want to be as persuasive as possible, then the correct citation is "617.1601(5)(b)".

Yes, for the reasons given above. Notably: FS 617 says the board adopts the bylaws, period. Go ahead and take input. Encourage owners to look at other HOA's bylaws and not speak (what will undoubtedly be ego-driven and bullsh-t) off the top of their heads. Have a town hall meeting where owners comment on the bylaws the board is proposed. But remind the owners that by law (FS 617) the Board has the final say.

I have seen CC&R's that contained the procedural aspects of running the HOA thus no need for a separate Bylaw document.

I would agree with Ellen. You need seperate bylaws document. Make sure you give input to the board that allows the membership to EASILY or automatically fire any director that does not follow bylaws. Most bylaws contain something to the effect that if any director missees 2 consecutive meetings their seat becomes vacant. But I am surprised to never see the same type of language apply to directors that fail to hold elections or do other mandatory things like mail an annual budget or mail a list of all members as required by some state laws for non profits.

Given the number of crazy hoa stories coming out of Florida, the state seems to be unable to protect membership from rogue boards, do your best to make the documents work for the hoa membership, not just the directors.

Here is a sample rewritten bylaws to protect owner rights
https://www.dropbox.com/scl/fo/sexnsc7ufdu7pvq8x4xze/h/Draft%20Rewritten%20Bylaws?dl=0&subfolder_nav_tracking=1

Typically when they Bylaws have verbiage about missed meetings they say non-excused missed meetings. Just give an excuse for missing the meeting and you are good.

ours don't say that and I've never come across any that do, maybe it varies from state to state and lawyer to lawyer.

Here is ours:

Any director elected by the Voting Members who has three (3) consecutive unexcused absences from Board meetings or who is delinquent in the payment of any assessment or other charge due the Association for more than thirty (30) days may be removed by a majority of the directors present at a regular or special meeting at which a quorum is present, and a successor may be appointed by the Board to fill the vacancy for the remainder of the term. In the event of the death, disability, or resignation of a director, a vacancy may be declared by the Board, and it may appoint a successor. Any director appointed by the Board shall be selected from the Voting Members of the Association and shall serve for the remainder of the term of such director.

Our hoa only has 4 board meetings a year. allowing anyone to miss 3 would be basically saying hey, have fun while everyone else works.
Im going to petition to reduce it to 2 meetings and I"m also gonna motion to make several changes where board members would have thier seat automatically revoked, no need to have to go through a vote. Like embezzlement, failure to pay insurance, hiring relatives, etc.

When I asked other members how exactly bylaws are already "outlined" in the CC&R, the answer is always "the definition for Covenants is essentially bylaws. So hence, our Covenants are our bylaws and we don't need a third governing document, everything is in the Covenants." I believe they just don't know what they are talking about and agree with you they have a poor foundation in the legal structure of HOA and corporations. I have done research, and you (along with others here) have helped me confirm that bylaws should be a separate document. Bylaws are easier to make changes than the CC&R, they are the procedural document for day-to-day management. I don't have a vote this year, but hopefully next year will get back on the Board and adopt bylaws as we should have done last year. Thanks again for your input and greatly appreciated.