AMENDING BYLAWS

Daniel,
Sounds pretty clear to me, but there is a process you have to go through.
First, what constitutes a "duly noticed special meeting"? That's what you are going to probably need in order to change your bylaws (no sense waiting for a regular meeting). So, first you need a duly noticed special meeting for the purpose of amending the bylaws. Next, you need to determine who can call a special meeting. Usually, for a special meeting of the homeowners, a special meeting can be called by the president, a certain percentage of the board members, or a certain percentage of the homeowners. That should also be stated in your bylaws.

From your posts, it appears to me you are not a board member, but a homeowner. So, here's what you have to do:

1. Decide how you want to change the bylaws, either by yourself, or with some other homeowners. Then, once you have decided on the changes (have written them how you want them to read) -
2. Get enough homeowners to support you to meet the required percentage to call a special meeting and petition the secretary to call (provide notice) of a special meeting.
3. The secretary provides the notice of the meeting to all homeowners.
4. During the meeting, the existing president presides, unless the existing bylaws provide otherwise.
5. The proposed bylaw changes are debated by the homeowners who attend.
6. The proposed bylaw changes are voted on by the homeowners who attend. From the wording you provided, if a majority of the members present at the meeting vote in favor of the proposed changes, the new changes go into effect.

Note, however, the following. The bylaw changes cannot be made retroactive. In other words, they will not undo what has already been done. Your present board members/officers will complete their terms. Even if you rewite your bylaws to change how and who can remove board members and officers, you cannot make the changes retroactive, just like the government cannot make a law retroactive. In other words, the government can pass a law that makes something you did yesterday illegal, but, after passing the law, they cannot prosecute you for having done it, because the law cannot be made retroactive. They can prosecute you only if you do the same thing again after the law goes into effect. The same is true with bylaws; new changes cannot undo what was done according to the bylaws before they were changed.

We need more info on WHERE this is seen in your bylaws. Is it under Members' Rights or Board powers?

"These bylaws may be amended by majority vote of the members in attendance at any duly noticed regular or special meeting".

Meeting = Annual Meeting of the Members or regular Board meeting?

Members = general members or Board members?

Yes, if you call a special meeting then I would think the majority would be the people attending the special meeting called.

Here are the results and the new board do not want to recognize the changes as they would have to remove two or three board members.

Wardell,

You said: "Here are the results and the new board do not want to recognize the changes as they would have to remove two or three board members."

I'm not sure what you are referring to, but I am assuming it is a previous case at your own HOA. If you changed your bylaws and it somehow affected your board size, your board is most likely correct in not recognizing the changes immediately. Bylaw changes cannot be made retroactive, and this has been upheld repeatedly in parliamentary law. In other words, assume a bylaw amendment changes the number of board members from 7 to 5. The existing board remains at 7 members until at least 2 members' terms are up. Thereafter, future boards would consist of 5 members.

This is no less true in government. You can reduce the size of your state legislature or congress by appropriate changes to governing documents, but the changes don't go into effect until the actual size is reduced "naturally" by death, resignation, or the completion of terms of existing members.

Yes you are right there must be a quorum.

BruceF1;

I am sorry as I have been told I sometime jump around and don't make it clear that I am changing the subject.....

Here I am just talking about any changes done and not the ones about the adding of the board members I was talking about the one in the newsletters April 2005

ARTICLE IV, SECTION 2:


This was done back in 2005 and I have to find that information.

Sorry for not having everthing to present to make things clear...

Daniel,
Considering the "ambiivalence" of the other residents in your community, then you should be able to see why governing documents are set up the way they are. Trying to find volunteers to manage the community is not always easy.

Your bylaws paragraph is still not clear as to WHO can amend the bylaws, and seems to have mixed a few things together. Normally, the board of directors cannot change their own number or membership requirements, so I would think "members" refers to the homeowners. But then it talks about the Board of Directors approving a vote on any issue at any election, etc. What that's doing in this paragraph is beyond me.

Since it appears proxies are allowed, one way to get support is to collect enough proxies yourself. But then, anyone who wants to keep things the way they are will be doing the same thing. If you can't get the support, there's probably not much you can do.

Donna,
Ridiculously low? How about yes and no?

Our bylaws, for example, can be amended by 4 people. How about that?

Here's how it works: The bylaws can be amended by 2/3 vote of the board after notice and comment to all homeowners. Now, what does that mean? Simply this. The board can propose amendments, and as long as 2/3 of the board is is favor (that's 4 out of 5), then the amendments pass. The notice and comment part? All that requires is that the proposed amendments be sent to all homeowners and that they have a period in which to provide comments to the board on the proposed changes. There's no requirement for the board to accept any of the comments, call a special meeting, or whatever. Done deal. By the way, changing the Declaration is another matter. That's a lot harder to do.

Should it be that way? Some may say yes, others may say no.

Quorum requirements for meetings of homeowners are sometimes set intentionally low in HOAs for a reason. In HOAs, it's not unusual for homeowners to be apathetic. One of the problems with bylaws is that is usually where the quroum requirements are set. If the requirements to amend or change the bylaws are set too high, you could find yourself in a "catch 22" situation. You can't get anything done, including holding elections or getting budgets passed. I'm sure you've already seen that in some postings on this site.

So, is it ridiculously low? Yes. Is it riduculously low to be practical? Probably not.

I'll jump in here with asking if ammending bylaws is the same as amending the decleration on file with the county?

No Charles. The Declaration and the By-laws are separate documents. Each specifies theire requirement for amending. The Declaration is much more difficult to amend; it takes more than 50% of all owners. Whereas, it is usually relatively easy to amend the By-laws. They are usually amended at a duly called meeting of a quorum of the members.

So how does a HOA go about changing the decleration that runs for x amount of years (it's only be a mere fraction of the time alloted) and lets someone in the neighborhood blantly do something not allowed? I think that is called BAD legal advice perhaps.

That's kind of what I thought so Mr. "has a 6' fence" when the decleration states "not to exceed 4'" has a non conforming fence.

In our Declaration section we needed 75% of the owners & 51% of mortgage companies to amend something & sent certified mail. In the By-Laws section we needed 66 2/3% of the owners and 51% of the mortgage companies & could do it in person. I had to literally go door to door of 44 condos with ballots in hand to get the needed votes. Then the amendment was to filed at the County recorder's office. We also had an attorney look it over. It was a lot of work & took some time just to get everyone's correct mortgage co. address. I suggest reading exactly where it's at in the papers.