Who Approves ByLaws?

We are the first Board of Directors of our HOA, which was just turned over to us in July, and are in the process of drafting ByLaws. My question is, does the HOA membership need to approve the ByLaws? I have found references in several sets of ByLaws saying the membership has to approve amendments, so to me that implies they approved the original document---but I don't want to just assume that is so. I checked out 2 different books on HOA'S and neither answered this question.

Thank you,
Ethel

I agree with Donna.

Your CCRs (Declarations) probably mention that your ByLaws will act as your governing document, and typically, the ByLaws require at least a majority of Membership to amend them. It would be unusual, however, to have CCRs on file without at least skeleton ByLaws. Are you sure they don't exist already? Check with your builder or Property Manager (if you have one).

Ethel,

Our ByLaws are 17 pages long.

If you've located templates on line, why not start with the longer set and winnow out what doesn't suit your needs as you see them. Then send them to Membership, call a meeting and see if you can get approval.

You can always amend them later when things start sorting out.

Good luck, and good for you and your new Board.

Ethel, if your HOA is incorporated you can go to the North Carolina Non Profit Act for assistance. Your HOA must have Bylaws in order to have a Board of Directors. Without Bylaws there is no Board, no HOA, and you can not be incorporated. If this is the case, start by holding an initial meeting of owners to form an HOA. Elect temporary officers and a Bylaws committee to draft the Bylaws. At a second meeting of owners you can approve the Bylaws and then elect Board members in accordance with the approved Bylaws. Once this is done the Board can elect officers and file to become incorporated.

ETHEL,

What documents do you have --if any-- from the Developer? There has to be something given to you in the beginning. This would help us greatly.

Ethel,

Different states have different laws! In AZ the bylaws do not have to be filed with the articles of inc.but state law requires the BOD to adopt a set of bylaws. AZ has state statutes outlining what info should be contained in the articles of inc and the bylaws. I would suggest checking out your state laws. Also check with the dept that is resp. for incorporation to find out if sample bylaws are available. In many instances the BOD had sole authority to amend the bylaws but I have heard of some bylaws which require a vote of the members. I believe that is a determination that can be made by the originator of the bylaws. Although I do find it unusual that the developer did not prepare a set of bylaws, I'm thinking perhaps he felt it should be left up to the BOD once the members took control of the assn. Your state, like AZ, may not require the bylaws be filed with the articles of inc.

Thanks, all of you, for your thoughtful replies. I can see opinions vary according to what your experiences have been and perhaps the states you live in. We are located in North Carolina, and the attorney who conducted our turnover meeting stated that there is no legal requirement for bylaws to be filed, even during the incorporation process. I do think to amend the Covenants here would require an Act of God and is hardly a task a novice Board would undertake. This discussion has made it very clear to me that (a) we do need ByLaws ASAP and (b) while we can probably produce them ourselves, we should have an attorney to not only review them, but guide us through the approval process. I appreciate your taking the time to respond to my question.