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CA Restatement of CCRs & Bylaws- HOA

Started by JackieB4 • 15 replies • 183 views

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JackieB4 (California)
Posts: 398
Posted:
I realize there is great risk (personally) with attempting change (nature of the beast). We are 140 nice SFH, basic anemities (no pools, clubhouses, etc), with Documents (1986-87) that are outdated and make no sense. New Board is (3) with me (re-elected) + 2 newbies. RESTATEMENT process is on our agenda for next week. My quest here, with HOATALK, is to gather suggestions from experienced "restaters" about what were the "changes/updates" they attempted to simplify, update, clarify....make life more comfortable for owners? Just the FACTs will be a nice start. Yes, LEGAL will be involved 100%, with their $8,000. fee, but this is a precusor. Their UNSIGNED contract seems reasonable, asking for our concerns. They also have limits $$$ on the "back and forth" so let's get this party started. Help!
ElleN (Idaho)
Posts: 1,334
Posted:
Bylaw Restatement Comments
California statute might supplant much of what is in the 1986-1987 Bylaws. From https://www.davis-stirling.com/HOME/B/Bylaw-Amendments, I suggest this checklist, to start:

-- Delete anything about cumulative voting.

-- Delete quorum requirements for the annual owners' meeting. In other words, there shall be no quorum.

-- State that director qualifications shall be pursuant to California statute. Currently these qualifications are ____, ____ and ____. Speak to spouses serving together on the board. Speak to corporat owned homes and who may represent them at meetings.

-- Consider staggering terms. I could go either way on this. From this forum, the nightmares HOAs have with staggered terms should not be taken lightly.

-- Nomination and election procedures are defined and also pursuant to California statute.

-- Due Process requirements are defined for disciplinary actions and also pursuant to California statute.

-- Records inspection rights are defined and also pursuant to California statute.

-- In a conflict with either the Articles of Incorporation, the Declaration, or state statute, the Bylaws are subservient (meaning the bylaws do not control).

-- How to get an item on the agenda and also pursuant to California statute.

Covenant Restatement Comments
The courts say covenant amendments/restatements have to pass a reasonableness test. Many or maybe all of the substantive covenants must remain as is, so as to prevent a court challenge.

I advise sharing at least the draft restated bylaws here on the forum. I think your HOA could benefit greatly from multiple eyes on the old docs and the proposed restatements. I am willing, but I do not want to be the only one. I will miss something on an effort this big.

The logistics of getting restatements passed should perhaps be discussed in another thread. First and foremost it takes a lot of advertising and discussion of why this is important, starting with board meeting announcements.

What does it take, numbers wise, to pass new bylaws and new covenants? A simple majority? A super majority?

Good to read you were re-elected with two fresh board faces. Thank you for your hard work and congratulations.
JackieB4 (California)
Posts: 398
Posted:
ElleN...Wow! You nailed it. Now I think Legal and my Board can dance to the same tune. ????. Time will tell, but BOD service requires a backbone.
Again, THANK YOU doesn't start to cover my appreciation.
JackieB4 (California)
Posts: 398
Posted:
Hi again, it's me...catching my breath! Yes, Elle...I will post the F/U draft but expect a few months of listening, town halls, newsletters, etc...I'm even unsure if the 2 board members will support moving forward with this??? We also have a handful (cult) of screamers that would verbally find fault if we were giving away FREE Money? Yes, logistics are similar to swimming upstream. BUT...on my watch...I can't turn my head on the obvious. We hold meeting every 2 months....so time is VIP. I asked PM about prior restatement experience with our LEGAL? Asked for local HOAs, if possible, within the last few years. Will check references! Hope for answer @ Monday meeting.
ElleN (Idaho)
Posts: 1,334
Posted:
Quote:
Posted By JackieB4 on 07/25/2025 11:37 AM
I asked PM about prior restatement experience with our LEGAL? Asked for local HOAs, if possible, within the last few years.
Perfect.

You are so right about not ignoring the obvious. Even if proposed new bylaws said simply, "See the California HOA statute and nonprofit corp statute," I think this would be an improvement (given all the confusion nearly 40 year old gov docs causes)." Very sharp of you to try to make this happen. Be realistic (if you are not already). Figure two years before this goes to a vote of the owners.
ElleN (Idaho)
Posts: 1,334
Posted:
A 2025 California HOA's proposed restated Bylaws:

https://villageinwestlake.com/wp-content/uploads/2025/06/Amended-and-Restated-Bylaws-6.12.25.pdf
JackieB4 (California)
Posts: 398
Posted:
Quote:
Posted By ElleN on 07/25/2025 2:32 PM
A 2025 California HOA's proposed restated Bylaws:

https://villageinwestlake.com/wp-content/uploads/2025/06/Amended-and-Restated-Bylaws-6.12.25.pdf

ElleN, Again...you've gone beyond expectations with the above link. My anxiety level dropped a few stories reading/understanding how things typically flow.
My only surprise was that they remained with Cummulative voting: so obsolete???? You suggested it takes approximately "2 years" to complete this process.
Is that due to voter apathy? We are an EASY 140 SFHs...and if the new BOD (Monday) agrees to move forward with Restatements process...IT'S FULL STEAM AHEAD.
I'll post the glitches as they occur.
Onward.
ElleN (Idaho)
Posts: 1,334
Posted:
Quote:
Posted By JackieB4 on 07/25/2025 3:20 PM
You suggested it takes approximately "2 years" to complete this process.
Is that due to voter apathy?
Yes. For one HOA and one COA to which I belonged, what the Boards did is let the vote continue for a year or more. They kept extending the deadline to submit ballots.

I believe they had to track owners who moved and chase down new owners?
DeanJ
Posts: 1,786
Posted:
Most HOA declarations can seem rather senseless. Your declaration made sense to at least the person who wrote it. I suggest you take considerable time figuring out what it does say before you proceed with amendments.

$8k / 124 owners + filing fees is about $60 per owner. I doubt going door to door explaining the necessity for this expense would result in many donations. Some of you owners are going to be unhappy you spent $8k amending a document that functioned for 40 years.
JackieB4 (California)
Posts: 398
Posted:
Quote:
Posted By DeanJ on 07/26/2025 9:08 PM
Most HOA declarations can seem rather senseless. Your declaration made sense to at least the person who wrote it. I suggest you take considerable time figuring out what it does say before you proceed with amendments.

$8k / 124 owners + filing fees is about $60 per owner. I doubt going door to door explaining the necessity for this expense would result in many donations. Some of you owners are going to be unhappy you spent $8k amending a document that functioned for 40 years.

Dean, Thanks for your advice. Davis-Stirling is CA law that regulates our HOA. Created in 1985 and regularly updated, it has outpaced our CCRs/Bylaws (1986-87) by, yes, nearly 40 years. Our HOA portal has these extremely outdated documents. It is a PITA but RESTATEMENT is necessary; describing "a document that functioned for 40 years" is laughable and a BIG STRETCH. We are well-funded so there is no "door-to-door donations. This process will be guided by our LEGAL and explained with Townhalls, newsletters, eBlasts, etc. Unfortunately, there usually is a small group of unhappy disrupters at most meetings... and I'm hoping to include a Code of Conduct with the rewrite.
ElleN (Idaho)
Posts: 1,334
Posted:
Quote:
Posted By JackieB4 on 07/26/2025 11:25 PM
describing "a document that functioned for 40 years" is laughable and a BIG STRETCH.
I agree. Especially given how much the California HOA statute has changed.

Quote:
Posted By JackieB4 on 07/26/2025 11:25 PM

We are well-funded so there is no "door-to-door donations. This process will be guided by our LEGAL and explained with Townhalls, newsletters, eBlasts, etc. .
You are so on the ball.

I would de-emphasize the code of conduct aspect, for all the reasons discussed here. The board can pass its own policy on code of conduct, but it can only be guidance; nothing enforceable beyond what the statutes require.
JackieB4 (California)
Posts: 398
Posted:
ElleN, My "plan of action" slipped into high gear; thanks for suggesting Code of Conduct be considered in Rules/Regs. That's what I think you mean??
ElleN (Idaho)
Posts: 1,334
Posted:
Quote:
Posted By JackieB4 on 07/27/2025 12:20 PM
ElleN, My "plan of action" slipped into high gear; thanks for suggesting Code of Conduct be considered in Rules/Regs. That's what I think you mean??
If you think a code of conduct would help, then correct, make it something that only the board votes on.

To say more, I would need to know more about what you are seeking in this "Code of Conduct."

JackieB4 (California)
Posts: 398
Posted:
Quote:
Posted By ElleN on 07/27/2025 12:35 PM
Posted By JackieB4 on 07/27/2025 12:20 PM
ElleN, My "plan of action" slipped into high gear; thanks for suggesting Code of Conduct be considered in Rules/Regs. That's what I think you mean??
If you think a code of conduct would help, then correct, make it something that only the board votes on.

To say more, I would need to know more about what you are seeking in this "Code of Conduct."


Yes, I need to believe it will help. At least it would have a 28 day posting. Enough said...and thanks for keeping my head above water.
ElleN (Idaho)
Posts: 1,334
Posted:
JackieB4, if people are disrupting meetings, I support a simple, board-created rule that says people need to be civil at meetings. No yelling, no interrupting (raise your hand),speak only when the president recognizes you, stick to the agenda, unless it is open forum. Want to violate any of these rules? Then plan on a fine pursuant to a carefully prepared fine schedule.

All will be recorded using the latest technology.
JackieB4 (California)
Posts: 398
Posted:
Quote:
Posted By ElleN on 07/27/2025 4:36 PM
JackieB4, if people are disrupting meetings, I support a simple, board-created rule that says people need to be civil at meetings. No yelling, no interrupting (raise your hand),speak only when the president recognizes you, stick to the agenda, unless it is open forum. Want to violate any of these rules? Then plan on a fine pursuant to a carefully prepared fine schedule.

All will be recorded using the latest technology.

Well said ...and my thoughts exactly. Rather than "a fine" I'd like to allow Zoom connection only, for 3 meetings. That MUTE BUTTON is golden!

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