Origin of Amendments

Given the scenario below as way of background I've an opinion/story to share regarding what I believe to be the appropriate origin of amendments. This is a detailed and long post, hope you at the very least enjoy the read. I welcome, and encourage your input and beliefs.

1) Governing documents require 25% of the members to petition the President to call a Special Mtg. of owners.
2) 2/3rd’s of the members must vote to approve an amendment to the Declaration, Master Deed, CC&R’s, responsibility for maintenance of items.
3) Quorum of the association is 25% of the members by person or proxy.
4) Definition of member is an owner.
5) Board conceived amendment pertaining to snow removal responsibilities, which failed to achieve 2/3rd’s vote over the course of 7 months.
6) Board placed on its priority list a goal to change the Board membership rules so that non-owners spouses, significant others, or bloodline could be on the Board, and vote.
Appeared on recent agenda, as “Old Business Household Board member amendment”
7) Board placed on its priority list a goal to amend so that one Board member cannot sit on 2 Boards (HOA Board for single-family and townhouse, COA Board for townhouse).
Appeared on recent agenda, as “Old Business Board member cannot sit on 2 Boards Amendment”.
8) Board had attorney draft resolutions to accomplish the last two amendment topics.
9) Items 6 & 7 were never placed upon an open meeting agenda as Business, or New Business.

At last night’s Open Meeting (OPM) for our master HOA, the Board members present decided and stated they would not continue to pursue items 6 & 7. The reasons stated were something to the effect that the attorneys drafted the resolutions way too complex, extended the eligibility to vote to include bloodline, and the amendments would open a Pandora’s box. Additionally the Board President stated that a great deal of time, energy, and effort went into discussions and drafts with the attorney on the amendments. Given the amendments were essentially stricken I decided not to intentionally belabor the subject, however I did make an attempt during the owner forum portion to voice my belief. So I respectfully told the Board that what I don’t understand, and what I would like someone to explain to me is, how does an amendment travel from concept, to a Board priority, to attorney draft resolution, never appearing as Business or New Business on an OPM agenda, to “Old Business” on an OPM agenda. One Board member’s response was to go into the specifics of the amendment items and basically reiterate the process that I stated the amendments traveled. So I stated I’m not interested in the specific amendments themselves, rather the Board philosophy or mindset on how the vet concepts for amendments that come before the Board. The reason I would like to know, I stated, is that an amendment takes 2/3rd's of the association to amend, and the failure of the previous snow amendment is proof of the importance of community input. If you need 2/3rd’s of a horse to pull the cart, why would you put the cart before the horse without knowing you’ve got the horsepower. Meaning, why not send out a survey to the owners of their feelings on the amendment items and a variety of topics, this to serve as a gauge to the Board of community priority. And here’s what probably stunned me the most out of the entire dog and pony show. The PM with Board reiteration stated something to the effect, “So what you are proposing is that we send out a community survey. But we have a hard time getting owners to attend open meetings, etc. And after all, who are we to put the items we think are important on a survey”. My internal reaction was you’ve got to be kidding me. You’re worried about putting an item on a survey to gauge community priority, yet you went ahead and spent time, energy, and association resources (with little to no duly processed notification) on amendment items? My public reaction was, yes I believe a community survey would be very beneficial, who better than the Board or a committee to create it, and you never know until you try. If the community doesn’t return the survey, that in and of itself should help you gauge if you’ll get the necessary 2/3rd’s to amend.

So my moral of the scenario and story is that the origin of amendments should not come from the front of the table unless there’s some real compelling reason to propose them. The compelling reason according to the governing documents is that 25% of the membership petition, and that 2/3rd’s are necessary to amend. If neither 25% nor 2/3rd’s are the origin, than the elected few at the front of the table should not make amendment proposals. However they definitely should provide adequate written notice of each step along the way, and be as inclusive of owner input during the process. That said how do you feel?

GeraldT4: Though the post is quite lengthy with a lot of background, it sounds like nothing was accomplished by the Board but to 'decide' among themselves (with the attorney's input) NOT to pursue the amendment.

Your question on how can "an amendment travel from concept, to a Board priority, to attorney draft resolution, never appearing as Business or New Business on an OPM agenda, IMO, was valuable. I would have anticipated that the background on WHY it was ever presented to begin with would have been
reiterated, and how much interest from members, if any, was evident. Obviously, not enough to take it to vote.

This scenario would alert me to review the process your association has in place for submitting a proposal for an amendment, and actually, if there isn't one, maybe you would want to present that idea. I might also want to review the minutes recorded against this particular situation. Keep on plugging,
Gerald!!!

SusanW1 - Had a Legal committee that drafted by-law amendments for Board review several years ago. Didn't go anywhere, and would not really be representative or relevant of the current membership due to occupancy and sales of homes (new development). The most the Board should have done with the committee recommendations was to re-draft the concepts into a survey.

Follow-up to the this Board's decision was to not pursue the amendment matters on a Board level rather let the owners decide to pursue through petition to amend, or by the method of voting how they wish. In essence, leave it alone. The operative thought was that regardless as to what the By-laws do not prohibit, the vote of owners is where the power should reside. By-laws are never a catch all for every scenario that presents itself, or is hatched by those with an agenda to control.

GeraldT4: Your statement, "The operative thought was that regardless as to what the By-laws do not prohibit, the vote of owners is where the power should reside." Yes, I agree, and the power DOES reside with the owners in that Bylaws and Declaration can be amended by owner vote to allow a process for bringing a proposed amendment to discussion/vote by members.

If your documents presently do not state a process to include member review, vote, or discussion, then that is what the "members" need to address. If this is a concern of majority of members, then it is your/their cause to bring to the table, whether by petition or otherwise. If this is of significant concern to you and you are in the minority here, you may need to be more proactive in your efforts.