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RosalieP1 (Florida)
Posts: 13
Posted:
Are By Laws legal documents that need to be filed with the state? All of a sudden our BOD is filing Bylaws with amendments made at a Special Meeting in 2021 and approved, but added many changes on their own that were not voted on! Our President and Secretary both signed these documents with the bogus changes. The president claims the attorney just filed these documents in 2024 without her knowledge. The management Company says the president told her all of these changes were made at the Special Meeting in 2021 and had her file the documents in 2024. It has been proven that none of the extra changes were on the agenda , proxy or even documented in the minutes as the legitimate changes were. Plus the legitimate changes were dated 2021, the bogus changes were not and just appeared. Many are claiming that Bylaws do not need to be filed so this is no big deal, while some say the BoD has committed fraud changing and signing these documents. Your thoughts?
Governed by Florida statute 720
KerryL1 (California)
Posts: 14,550
Posted:
What do your Bylaws that were amended in 2021 say about HOW they may be amended? Owner vote? Board may amend?
RosalieP1 (Florida)
Posts: 13
Posted:
We are a 2/3 owner vote community.
ElleN (Idaho)
Posts: 1,335
Posted:
Quote:
Posted By RosalieP1 on 03/07/2025 8:29 AM
Are By Laws legal documents that need to be filed with the state? All of a sudden our BOD is filing Bylaws with amendments ... Many are claiming that Bylaws do not need to be filed so this is no big deal
First, you are cool for providing the controlling statute (FS 720).

Second, for an amendment to the bylaws to be effective, the amendments to bylaws must be filed with the county. See FS 720.306 (1) (e), last sentence.

If you think the bylaw amendments that are now on file are fraudulent, submit a polite, just-the-facts letter to the board providing your evidence and a request to file the correct amendments. Ask the Board to please respond within two calendar weeks. Report back here.
KerryL1 (California)
Posts: 14,550
Posted:
Us fully less than 2/3 is. required to amend Bylaws. What do your Bylaws say?
RosalieP1 (Florida)
Posts: 13
Posted:
I am sorry, the 2/3 resident vote is for the Covenants, for the Bylaws we need to establish a quorum (30% of the residents) then a simple majority of that quorum to approve an amendment, but it is definitely a resident vote.
Anyway after enough residents caught this , an announcement just came out that there will be a Special Board Meeting Monday. Guess what is on the agenda? IV. Voting on correction of the Bylaws that were filed by the attorney’s office in error. If you remember our CAM said she was told by the board president to file the Docs, now the blame lays with the attorney. What a tangled web we weave! Thanks for the advice and listening.
KerryL1 (California)
Posts: 14,550
Posted:
So....if owners are supposed to vote, how can they at a Board meeting??? There needs to be a meeting of the Members, etc.

I wouldn't worry about "blame," but make sure it's done this time in compliance with your Bylaws.
RosalieP1 (Florida)
Posts: 13
Posted:
I wish it were that easy. This Bod has been doing things like this for a few years. Comments at meetings go from sit your fat a$$ down to if you can't afford to paint your home you should just move. This Bod needs to be held accountable! So sorry to be so bitter, but the homeowners have no recourse to those BoD that bully the residents at every chance and do whatever they please because, well they can!
JackieB4 (California)
Posts: 398
Posted:
Rosalie, You have done an excellent job describing what seems to be a CHRONIC problem in many HOAs, COAs,, etc. The PUSHBACK is exhausting, often futile and always expensive. My suggestion is to become a Board member with a quorum of supporters. Yes, convincing neighbors to run for the BOD will feel like deep dental work without anesthesia...BUT????
TimB4 (Tennessee)
Posts: 21,059
Posted:
At this point, based on what you provided, you could legally challenge the changes in court.

Talk to an attorney about your options and the process.
RosalieP1 (Florida)
Posts: 13
Posted:
Thanks for all your comments and advice. Seems our BoD has been caught with their hand in the cookie jar this time. A notice went out yesterday announcing a "Special Board Meeting" The agenda : IV. Voting on correction of the Bylaws that were filed by the attorney’s office in error. What the actual outcome is remains to be seem.
As far as suggestions to run for the board, I would run in a minute, full disclosure we are the dreaded snowbirds! This BoD will not even accept us on a committee. Their motto is "Boots on the Ground" and they do not miss an opportunity to tell us that. In 2021 there was a great BoD. My husband was appointed to the board when a director resigned. He attended 7 meeting in person (came back twice at out own expense) and never missed a Zoom meeting, that's more than I can say for some of the other directors. They knew he would be there if necessary. That was still not good enough This new BoD has been in place 3 years, had 3 directors resign and right now is considering a vote on discontinuation of Zoom meetings that are included in our management contract so they do not have to deal with the snowbirds. Just another day in Paradise! Thanks again for all your suggestions and knowledge. Will post the outcome of this special meeting!
ElleN (Idaho)
Posts: 1,335
Posted:
Quote:
Posted By RosalieP1 on 03/07/2025 2:14 PM
Anyway after enough residents caught this , an announcement just came out that there will be a Special Board Meeting Monday. Guess what is on the agenda? IV. Voting on correction of the Bylaws that were filed by the attorney’s office in error.
That's great. The Board so far does seem responsive to owners' concerns.

Regarding not being able to attend because you are snowbirds: This was disclosed when you bought into the HOA. Also disclosed was that owners can vote to amend the bylaws. This includes voting for an amendment that requires that the board allow owners to attend by phone or other electronic means. See if enough other owners want to amend the bylaws thusly and go for it.
KerryL1 (California)
Posts: 14,550
Posted:
To repeat, how can owners vote at a board meeting./??? That can only occur at a meeting of the the members (owners).

With Jackie, get like-mended owners to get some of you on the Board at the next election.

It doesn't matter what ANYONE thinks of "snowbirds." You are owners and have the same full rights as described in your governing documents as ANY owner.

Either in your documents or state statutes, I'll bet there's something that say owners who cannot attend board meetings in person MUST be able to attend by phone or electronically. The y must be. able to hear all said at the meeting and the board must be a be able to hear them. Very inconvenient compared to Zoom.

By, cancelling Zoom, which I believe the Board CAN do without owner votes, the Board would be trying to silence all absentee owners' voices.
DeanJ
Posts: 1,786
Posted:
Quote:
Posted By RosalieP1 on 03/07/2025 8:29 AM
Are By Laws legal documents that need to be filed with the state? All of a sudden our BOD is filing Bylaws with amendments made at a Special Meeting in 2021 and approved, but added many changes on their own that were not voted on! Our President and Secretary both signed these documents with the bogus changes. The president claims the attorney just filed these documents in 2024 without her knowledge. The management Company says the president told her all of these changes were made at the Special Meeting in 2021 and had her file the documents in 2024. It has been proven that none of the extra changes were on the agenda , proxy or even documented in the minutes as the legitimate changes were. Plus the legitimate changes were dated 2021, the bogus changes were not and just appeared. Many are claiming that Bylaws do not need to be filed so this is no big deal, while some say the BoD has committed fraud changing and signing these documents. Your thoughts?
Governed by Florida statute 720

I think calling a special meeting in the middle of a pandemic to amend bylaws and not taking action on those changes for 3 years says a lot about your board.

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