PURPOSE OF MEETING

Example: There is a special meeting called by the Board of Directors
for the purpose of the membership to vote on the amended bylaws
submitted by the Legal Committee. Prior notice was given
and a copy of the proposed changes to the membership. The vote
of the membership is to be an up or down vote.

QUESTION: If such a meeting was called with the purpose as stated, can
a member motion, at this meeting, for amending or revising any
words, paragraphs, or complete sections? or does the membership
just have to vote up or down and that is it. The bylaws do state
"These bylaws may be amended by majority vote of the members in
attendance at any duly noticed regular or special meeting'.
This is a meeting of the membership.

Sorry, Donna, I can't completely agree with you on this one. I don't think the story is all that simple. Problem is, we don't have enough information.

Your reply may be correct only because we are talking about amendments to bylaws, which normally require notice to all homeowners, so motions to revise the amendments proposed during a special meeting called for that purpose would not meet that requirement and normally could not be voted on and passed.

However, normally during any other special meeting, any motion that is germane to the issue to be voted upon is in order. All other motions are out of order. That is accepted parliamentary practice. I believe if a motion that was germane was made and ruled to be out of order, then there would be a good case for a potential court challenge. If proper procedure is not followed, the vote, and possibly the entire meeting (if it is a special meeting) could be ruled null and void.

Now, in the case of bylaw amendments, the proper notice requirements could still be met as follows:

During the special meeting, motions to amend, add to, delete from, the proposed amendments are in order and can be voted on. Once the "final" revised bylaw amendments have been arrived at, further action is not possible at that time and the meeting would have to be adjourned to be continued at another date. In other words, the revised bylaw amendments cannot be voted on at the same meeting.

The new, revised amendments would have to be sent to all homeowners with the notice of a second special meeting. At that second meeting, assuming there are no further revisions, the revised amendments can be voted on.

Now, unless the bylaws, or some other superceding governing document or law includes some provision that would preclude such a procedure, then I believe it has to be allowed. On the other hand, if such a procedure is precluded, then, as you said, the only recourse would be to vote against the bylaw changes.

Unless we have all of Daniel's documents in front of us to review, it's difficult to give an absolute answer.

Susan wrote-

"-But Bylaw amendments? They are to be presented to the membership in a written state before the meeting - and that's what is voted on, period. Pretty black and white about that. (By the way, YES and NO vote precedure is usually not done. A motion has been presented; the vote is for its approval. If it does not meet the required vote, then it does not get approved (pass) Then it dies.

(I would hope that there were more steps taken by the Board other than presenting this amendment from the Legal Committee directly to the membership for vote. There should have been some informal bylaw reading sessions offered to the members to get imput and to explain the reasoning behind the proposed bylaw BEFORE it was even presented for vote. "

I am adding that To make sure that any amendment is properly worded and legal, amendment proposals are read and approved by our attorney before the final worded amendment is sent out to the membership for the vote. Most associations allow the amendments to be voted on per a paper ballot vote, therefore to have a discussion or revisal done from the membership at a meeting is NOT how this part of the system works. This document IF passed becomes part of the legal documents of the association and gets filed in your County Clerks office.

And, given Louisiana's loose HOA laws, they probably don't require it either.

Sometime's it difficult to remember that we are in different jurisdictions and what may be true for our own HOA, may not be true for someone else. It's hard to give precise answers that fit everybody.

Copies of the amended bylaws will be provided to the membership for any input or changes. The Committee will respond to the submitted changes as to incorporation into the bylaws or not and the reasons why.
An informal meeting is not part of the process. Also, an up or down vote is stipulated. My opinion is that an amendments should ne considered line by line and voted on.

Frankly, I'm surprised the membership would vote on an all-or-nothing set of changes to their documents.

Even when we are changing one section (Signs, for example), if there are subsections we do not want to hold the entire section hostage to one element of the subsection that may not be acceptable to the membership, therefore EACH subsection that is changed/altered/reworded is voted on in and of itself.

So if subsection B is not one homeowners like/want, then the entire section does not get trashed (voted down) because of it.

Judging from the number of posts from Daniel and from their topics, and from his replies, I believe Daniel is one very angry and frustrated individual who feels that homeowners should have more control in his association. By "homeowners", I have come to believe it is Daniel who wants to have more say and control.

While I sympathize with his frustration, there are several points that need to be remembered:

1. Daniel lives in a state where, as much as I can ascertain, does not appear to provide much protection to individual homeowners that live in communities that have restrictive covenants. Many of us are more fortunate in that there are state laws which provide greater protection for homeowners. Some states require open board meetings, and so on.

2. The original documents (Declaration, bylaws, etc.) are generally drawn up by the developer. These may be done by someone with some professional experience, by an attorney, perhaps some by drawing from the statutes themselves, or in some cases, by obtaining legal forms from "Documents-R-Us". Judging from the occasional unclear and poor wording of some bylaws, a few documents may have had no professional input at all. In any event, these documents form the basis for the HOA and prescribe how board membership is determined, how officers are selected, what meetings are required, what powers the board has, how the documents may be amended or changed, and so on. Like it or not, that's where we have to start, and to make changes, we have to work within the prescribed system.

3. No single person can change the system alone. There may be several ways to work within the system to accomplish change, but to do it, one needs the support of other members (homeowners). What Daniel needs to realize is, no matter how passionately he believes in his convictions, if he can't get enough homeowners to support him, it ain't gonna happen, and he would be wasting his time and energy to continue without support.

Perhaps the best thing Daniel can do is to calm down, take a deep breath, and plan a strategy for accomplishing change, realizing that it's not going to happen overnight. Daniel can work toward changing community association law in Louisiana, but the U.S. Constitution forbids states from passing laws that interfere with existing contracts, so it's unclear if that approach will help him. (The Supreme Court has held that states can pass some laws that interfere with contracts in certain cases, but each situation is different.)

Even if Daniel CAN make motions that make revisions to proposed bylaw changes at a meeting, if there are not enough homeowners present to support the revisions, they won't happen. Even if they were allowed and did happen, as I said previously, the revised version of the proposed amendments probably couldn't be voted on at the same meeting because they would have to be sent to all homeowners again. (Why? Because a homeowner may have chosen not to attend the meeting because he/she may have a "don't care" attitude about the proposed amendments as they are currently stated, but may be against the proposed amendments if they are revised at the meeting.)

Perhaps the best thing to do is to drum up support BEFORE the meeting to vote against the proposed amendments (as suggested by Donna, I believe). If Daniel can't get the support BEFORE the meeting, he is probably not going to get it DURING the meeting (in fact, it's less likely).