A service of:
Community123.com
Professional websites for HOAs & condos, since 2004
🎁 1st year FREE for HOATalk members! →
← Return to Topics List

Association By-Laws

Started by AK • 16 replies • 1843 views

💬 Join us to post & get advice from 50,000 HOA & Condo leaders.

Create Free Account →

⚡ Takes 30 seconds

Already a member? Log in

AK (South Carolina)
Posts: 3
Posted:
Currently, our By-Laws can only be changed or amended by the Board of Directors. We have been having discussions as to whether or not to change it. There is a small group who want the homeowners to have the right to change the By-laws. For example, if 80% of the owners agree to a change in the by-laws it would then take effect.

My question is this, how do other HOA's operate? Are your By-laws controlled only by a Board vote or by a vote of the community?
SusanW1 (Michigan)
Posts: 5,202
Posted:
Please print EXACTLY what your bylaws say about amending the bylaws.

MarianneG (Indiana)
Posts: 170
Posted:
AK,

I'm glad you brought up this subject because I've also been wondering how other HOAs handle the Bylaws. From the beginning of our HOA, the Bylaws have stated that,"The power to make, alter, amend or repeal these Bylaws is vested in the Board of Directors...." In Dec 07, the BOD just completed a Second Amendment to our Bylaws. The HOA attorney reviewed the revision before it was published, and concurred with the Bylaws as revised (which include the amendment statement I quoted above).

Our Bylaws essentially discuss meetings of the corporation including outlining who is a member, purposes of meetings, quorums, voting for BOD members, conduct of meetings. They also outline qualifications of the Directors, terms of office, vacancies and removal, duties of directors, powers of the board, responsibilities in terms of anual accounting to the membership, assessments, signing of contracts, and amending the Bylaws. The last item is an addendum, which is a 3-page Standard of Conduct (of directors), which each new director is asked to sign.

There are those also in our community (including a couple of current board members) who believe the community should be able to vote on any amendments to the Bylaws. Although I see that point and somewhat sit on the fence about it, my leaning is toward leaving the Bylaws as they are; that is, they be amended only by the Board of Directors. My rationale is that the Bylaws refer almost exclusively to the way in which the Board conducts meetings, voting, and their own standards.

Since I was on the panel of five who did the last revision of the Bylaws, I also know how arduous a task it is to re-do the document. I'm not convinced that the general community is greatly concerned about the Bylaws. I think their concerns are more about the Covenants, which affect them more directly.

Anyway, that's my take on it for now. Like you, I would be greatly interested in other opinions.
Marianne
MaryA1 (Arizona)
Posts: 7,043
Posted:
Quote:
Posted By AK on 11/06/2008 5:00 PM
Currently, our By-Laws can only be changed or amended by the Board of Directors. We have been having discussions as to whether or not to change it. There is a small group who want the homeowners to have the right to change the By-laws. For example, if 80% of the owners agree to a change in the by-laws it would then take effect.

My question is this, how do other HOA's operate? Are your By-laws controlled only by a Board vote or by a vote of the community?

AK,

It's not uncommon that the bylaws can only be amended by the BOD. The fact that a small group of h/o's want this provision changed to state the bylaws must be amended by ---% of the members, is a moot point. Only the board can amend the bylaws; it doesn't matter what the h/o's want!!!! IMO, 100% of the owners could agree to the change but it still would not take effect unless the amendment was approved by the BOD.

BTW, the bylaws of my current HOA and also those of my former HOA both require only the vote of the BOD.
SusannaM (Florida)
Posts: 366
Posted:
What Marianne says makes a lot of sense. My By-Laws were filed by Developer/Declarant many years ago and are silent about changes.
SusanW1 (Michigan)
Posts: 5,202
Posted:
The reason I wanted to see the entire quoted bylaw is that "make and amend" MAY not be the same as APPROVAL.

That power to the board MAY be talking about what entity is responsible for starting the procedure to make changes. We can't tell by one sentence. We need to see the entire section under Amending the Bylaws.(hopefully, in the bylaws)

In our HOA, there is a standing Bylaws Committee. That committee develops recommendatins for changes. Members can even make recommendations. It goes to the Board for a double check on legality and compatibility to other byalws and R/R. The Board MAY or MAY NOT give its blessings, but it is the Members who actually APPROVE the new bylaw or amendment.

The devil is in the details.
DonnaS (Tennessee)
Posts: 5,671
Posted:

Susan is right.

Many documents state that the Board is solely responsible for starting the amendment procedure but the membership does the actual vote on the changes. Just for a small hint to the O.P., 80% to change any bylaw per a vote from the membership is extremely high and most all proposals would never pass. More common is 2/3% or 67% or majority of total members but not 80%.
Susan, lets hope that she posts the entire wording on changing Bylaws. The trick is in the actual wording.
MaryA1 (Arizona)
Posts: 7,043
Posted:
Donna & Susan,

The OP, AK, has not given us the exact wording in his/her bylaws, however Marianne has -- "The power to make, alter, amend or repeal these Bylaws is vested in the Board of Directors...." It's clear to me that Marianne's bylaws only require a vote of the BOD to amend.

It can get a bit confusing when another person asks questions about their HOA on the same thread. I'm not saying Marianne shouldn't have done this; only that it can be a little confusing.
AK (South Carolina)
Posts: 3
Posted:
Our current By-Laws read

"These Bylaws may be altered, amended, or repealed by, and new Bylaws may be adopted by a majority of the Board of Directors."
JohnK3 (Pennsylvania)
Posts: 967
Posted:
AK,

Our Board starts the process, but we need a majority of the HOA Membership to approve same. For instance, we changed our ByLaw req. of a mandatory annual audit to make them optional with either Board request or that a a majority of Membership.

Okay. That was obviously an Amendment. However, we also have a Board-only Resolution process that allows the BOD to "interpret" the import of ByLaw language. For instance, setting a new fine schedule for late dues or setting time limits on holiday decorations.
MarianneG (Indiana)
Posts: 170
Posted:
Sorry Mary. I didn't think I was confusing things since I was responding to OP's original request for information from other HOAs. I was trying to answer OP. In doing so, though, I quoted from our bylaws and perhaps that was confusing.

OK. Here I go, exposing myself for criticism. Although the verbiage about amendments/changes/etc to bylaws is certainly what a BOD should follow and I suppose the legal avenue, I think it is also important to assess the intent of the bylaws. In our case, for example, the bylaws clearly perform as Standing Operating Procedures for the BOD. The impact to the community is incidental - important yes - but incidental. So in the case where the bylaws clearly give BOD operational guidance, I think it is perfectly appropriate for the BOD to have the authority to amend/change/etc the bylaws.

BarbaraP3 (Maryland)
Posts: 90
Posted:
Beware! I was on a BOD in MD that wanted to appoint an "outside" person, non-member to the ARC committee. I protested, stating that our members would not take kindly to an outsider telling them what they can and can not do to their property. Besides the outside person has nothing invested in the association, the community or the membes. Our by-laws did not specifically state that committee members had to be assn members in good standing. The board said that if the by-laws didn't state that, then they could appoint anyone they wanted. They proceeded to appoint a friend (non-member) of the president to the ARC committee. I was outraged along with some other homeowners who were in attendance at that meeting. Our by-laws do have a procedure for amending the by-laws...."Section 1. These by-laws may be amended at the Annual meeting after due notice.......by a vote of a majority of quorum of members present in person. Section 2. any member in good standing may propose a by-law amendment to the secretary of the assn within ninety days prior to the annual meeting provided: a) that it is printed or typed and dated, b) include the signature of the originator and at least four other members in good standing, c) that it contained the reason why the amendment is being proposed, and d) that the board will review the propsal and submit their recommendations to the originator"
Well I went to work writng up the proposed amendment...followed the whole procedure and got it submitted 2 days prior to the 90 day deadline. The board reviewed, but did not send out my proposed amendment to the member prior to the meeting nor did they submit their recommendations to the originator...me. They sent out a statement saying that an amendment was proposed regarding committee members. This amendment is not endorsed by the bod, but would be voted on at the annual meeting. I printed over 100 copies of my proposed amendment letter and had it handed out to the members attending the annual meeting. Well guess what, it was overwhelmingly passed at the annual meeting that all committee members MUST be members of the assn. This same board tried to get a husband and wife to run for the board the same year. Another amendment regarding family members serving on te board at the same time was submitted and passed at the next annual meeting.
BY not getting members approval on by-law amendments, gives the board too much power to change procedures to benefit them. I wholeheartedly support members approval on all by-law amendments.
DonnaS (Tennessee)
Posts: 5,671
Posted:

Barbara,
Congratulations on your tenacity and insight into this problem. I whole heartidly agree with you that bylaws ARE members rights to change if they are not right for the community. Boards need checks and balances, just as governments do so allowing the membership to control what bylaws they have to live with is the right thing to have a fair and balanced community.
SusannaM (Florida)
Posts: 366
Posted:
Quote:
Posted By MarianneG on 11/07/2008 4:49 PM
Sorry Mary.
OK. Here I go, exposing myself for criticism. Although the verbiage about amendments/changes/etc to bylaws is certainly what a BOD should follow and I suppose the legal avenue, I think it is also important to assess the intent of the bylaws. In our case, for example, the bylaws clearly perform as Standing Operating Procedures for the BOD. The impact to the community is incidental - important yes - but incidental. So in the case where the bylaws clearly give BOD operational guidance, I think it is perfectly appropriate for the BOD to have the authority to amend/change/etc the bylaws.


I tend to agree with your premise. One size does not fit all though. It depends on the history of a HOA; boards that have failed miserably before you, and the degree of apathy in the community.
SusannaM (Florida)
Posts: 366
Posted:
I thought I'd bring this thread to the front page 'cause in my opinion it has a lot of insight that compliments most recent thread on amending by-laws. I agree with Roger that it boils down to a judgment call.
AK (South Carolina)
Posts: 3
Posted:
I think I need to explain further that our association not only has By-Laws under which the Board operates but we also have covenants registered with our deeds. Association members can vote to change the covenants by an 80% vote.
MaryA1 (Arizona)
Posts: 7,043
Posted:
AK,

Since HOAs are corps (most, if not all, being nonprofit) articles of inc., bylaws and CCRs are standard. The articles and bylaws are required by the state. The CCRs are generated to outline the property restrictions which run with the land and are deed restrictions. Because these CCRs directly affect the member's property a vote of the members is required to amend them. Usually the vote % is quite high, generally 60% or higher. Also, the majority of the CCRs give the board the power to adopt rules and regs, generally w/o member input or vote. These board-adopted rules and regs hold just as much weight as the CCRs.

🎯 You've read this entire discussion

Join the conversation with 50,000 HOA & Condo Leaders:

  • ✓ Ask follow-up questions
  • ✓ Share your experience
  • ✓ Get expert advice
  • ✓ Access 350,000 discussions
Create Free Account →

⚡ Takes 30 seconds

Already a member? Log in here

Terms of Use and Privacy Statement