minimum number to change By-Laws

Started by MarkB28 • 7 replies • 161 views

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MarkB28 (New York)
Posts: 40

Posted:

Greetings, all. The Board of Directors and several homeowners are looking to alter, change, or modify the By-Laws. There is disagreement in regard to how many Homeowners it takes to do that.

Some members believe it is 2/3rds of all Homeowners, yet I believe the section states it is just 2/3rds of Homeowners at which a quorum is present.

For example; Our total homeowners is 126. It takes a fifty percent quorum for a Homeowner-wide Association meeting. That means 63 to make the quorum. 2/3rds of 63 would be 42. In my estimation it would only take 42 to alter, change or modify the by-laws. I reprinted the relevant By-law section below.

SECTION 3. LIMITATIONS ON EXERCISE OF POWER AND DUTIES.

(A) The ability of the BOARD OF DIRECTORS to exercise the foregoing
powers is subject to the following requirements:

(1) 2/3rds of the votes cast by each of the two classes of MEMBERS
at a meeting at which a quorum is present shall be required for the
BOARD OF DIRECTORS to:

(a) mortgage, pledge, deed in trust, or hypothecate any or
all of the real or personal property or security for money borrowed or
debts incurred;

(b) exercise the powers set forth in Paragraphs 2(C), 2(0),
2(E), 2(F), 2(H), 2(K), 2(L), 2(N) and 2(0).

(2) 2/3rds of the votes cast by each of the two classes of MEMBERS
voting at a meeting at which a quorum is present shall be required to
alter, modify or eliminate any of the provisions of the DECLARATION.

(3) A majority of the votes cast by both classes of MEMBERS shall
be required for the adoption of modifications or amendments to the RULES
AND REGULATIONS.

ElleN (Idaho)
Posts: 1,338

Posted:

Quote:

Posted By MarkB28 on 05/09/2025 7:13 AM
Greetings, all. The Board of Directors and several homeowners are looking to alter, change, or modify the By-Laws.

-- What you quoted refers to amendment of the Declaration. Bylaws are different. If you do not understand, ask me to elaborate. There is disagreement in regard to how many Homeowners it takes to do that.

-- I think "cast by" is the key phrase.

-- Otherwise, and assuming you are taking into account the two different classes, I agree with you: As few as 42 owners have the power to amend the Declaration.

KerryL1 (California)
Posts: 14,550

Posted:

Does one of these Paragraphs refer to the Bylaws? "(b) exercise the powers set forth in Paragraphs 2(C), 2(0),
2(E), 2(F), 2(H), 2(K), 2(L), 2(N) and 2(0)."

With 2/3 of members voting (i.e. cati.ng a ballot) at a meeting being required to amend the declaration, it might be the same for amending the Bylaws. But it's not possible to determine without a citation about the Bylaws.

TimB4 (Tennessee)
Posts: 21,061

Posted:

Do the Bylaws specify how they shall be amended (or is what you are citing all there is regarding amendments)?

TimB4 (Tennessee)
Posts: 21,061

Posted:

Expecting you are incorporated as a non-for-profit:

NPC § 613. Vote of members

(a) Except as otherwise required by this chapter or by the certificate of incorporation or the by-laws as permitted by this chapter, directors shall be elected by a plurality of the votes cast at a meeting of members by the members entitled to vote in the election.

(b) Whenever any corporate action, other than the election of directors, is to be taken under this chapter by vote of the members, it shall, except as otherwise required by this chapter or by the certificate of incorporation or by by-laws as permitted by this chapter, be authorized by a majority of the votes cast at a meeting of members by the members entitled to vote thereon.

(c) Except as provided in paragraph (b), any reference in this chapter to corporate action at a meeting of members by “majority vote” or “two-thirds vote” shall require the action to be taken by such proportion of the votes cast at such meeting, provided that the affirmative votes cast in favor of any such action shall be at least equal to the quorum. Blank votes or abstentions shall not be counted in the number of votes cast.

And since we are talking about Bylaws, see NPC § 602. By-laws

MarkB28 (New York)
Posts: 40

Posted:

It looks like the only relevant citations are to the Declaration and the Rules and Regulations. I can't find anything related to amending the By-Laws.

(H) the power to adopt and amend the RULES AND REGULATIONS.

(O) the power to modify or amend but not terminate, the
DECLARATION as provided therein;

Unless there is a default provision to amend the By-Laws through state non-for profit law then it looks like the By-Laws cannot be amended, which would be odd.

The original intent to amend the By-Laws is to lower the quorum percentage so that it won't require 63 members by person or by proxy to show up to the annual meeting to elect Board Members. This past year the Association attempted 4 times to get a quorum, and luckily getting a quorum on the fourth time. In order to avoid that Homeowners think it is a good idea to lower the percentage from fifty percent to twenty-five percent.

ElleN (Idaho)
Posts: 1,338

Posted:

Quote:

Posted By MarkB28 on 05/09/2025 6:12 PM
It looks like the only relevant citations are to the Declaration and the Rules and Regulations. I can't find anything related to amending the By-Laws.

The procedure for amending Bylaws is normally in the bylaws themselves and possibly state statute.

What you quoted from the Declaration in your first post is not applicable.

Quote:

Posted By MarkB28 on 05/09/2025 6:12 PM
Unless there is a default provision to amend the By-Laws through state non-for profit law then it looks like the By-Laws cannot be amended, which would be odd.

If your bylaws are silent as to how to amend, then you want to read TimB4's state statute citation at https://codes.findlaw.com/ny/notforprofit-corporation-law/npc-sect-602.html

DeanJ
Posts: 1,786

Posted:

Quote:

Posted By MarkB28 on 05/09/2025 7:13 AM
Greetings, all. The Board of Directors and several homeowners are looking to alter, change, or modify the By-Laws. There is disagreement in regard to how many Homeowners it takes to do that.

Some members believe it is 2/3rds of all Homeowners, yet I believe the section states it is just 2/3rds of Homeowners at which a quorum is present.

For example; Our total homeowners is 126. It takes a fifty percent quorum for a Homeowner-wide Association meeting. That means 63 to make the quorum. 2/3rds of 63 would be 42. In my estimation it would only take 42 to alter, change or modify the by-laws. I reprinted the relevant By-law section below.

SECTION 3. LIMITATIONS ON EXERCISE OF POWER AND DUTIES.

(A) The ability of the BOARD OF DIRECTORS to exercise the foregoing
powers is subject to the following requirements:

(1) 2/3rds of the votes cast by each of the two classes of MEMBERS
at a meeting at which a quorum is present shall be required for the
BOARD OF DIRECTORS to:

(a) mortgage, pledge, deed in trust, or hypothecate any or
all of the real or personal property or security for money borrowed or
debts incurred;

(b) exercise the powers set forth in Paragraphs 2(C), 2(0),
2(E), 2(F), 2(H), 2(K), 2(L), 2(N) and 2(0).

(2) 2/3rds of the votes cast by each of the two classes of MEMBERS
voting at a meeting at which a quorum is present shall be required to
alter, modify or eliminate any of the provisions of the DECLARATION.

(3) A majority of the votes cast by both classes of MEMBERS shall
be required for the adoption of modifications or amendments to the RULES
AND REGULATIONS.

While only 50% maybe required for a quorum, you need 2/3rds of the owners at the meeting voting for a bylaw change. Simple majority then prevails.

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