resolution vs amend

Barbara,
Not much to explain, IMHO. Boards use resolutions for exactly the reasons you describe. Most continue this practice until someone questions their authority. If a resolution contradicts a by-law, then it is not a resolution.

This may help: http://managementhelp.org/boards/boards.htm

Got this by Googling Board Resolutions.

Anytime a board votes on anything it should be noted in the minutes and I doubt it would be improper to preface this word with something like: By vote of 4 to 1 the board resolves to change the Pool rule hours from 8 AM to 4PM. The new hours will be from 5 AM to 3AM, beginning 24 May 2009. Whatever.

The Board can not change the document or the provisions of the documents. I am sure there may be specific unusual conditions provided in some documents.......so in general.

Intent has a lot to do with this also. If the Board does anything to ignore, or avoid the conditions as written in the documents, they are on shaky ground. Some documents have a catch all clause that actually gives the Board the right to do whatever they decide......if it is in the best interests of the association. Routine business would not be considered enough justification, in other words, they must have a compelling reason.

Now, what happens if they do. Certainly many many Board operate this way to some degree and I would guess the majority of them, if challenged could slip by a judge if suit were filed. But, surprisingly, the evil is not in a particular act, the evil is in the practice of doing it, and it will eventually lead to BIG problems, depending on what is done and who is pressing the suit.

If your Board makes this a practice, get some references (such as I included) and show them the differences between a Resolution and an amendment, and I am sure you will run across the penalties of wrongdoing. Those may well be in your documents and certainly in the Florida statute or state non-profit regulations.

Robert and Mary,
Thanks for explaining this issue. I see how a board can use this to do whatever it is that they want to do.
Barbara

Hi John,
We can't alter or add new bylaws without a vote of 67% of owners. Their has been "community standards" for a couple of years.
- Flowers must be put in pots
- you may display 1 decorative flag in good condition
- enclosed porch must use black screening and white alum
etc
I think these might be considered resolutions.
Barbara

Barbara,

I hope your board isn't doing what other boards do! You know what your bylaws say; however, you don't know what the bylaws of other boards say, so they may be doing something they have the authority to do. But, since you say your bylaws require a vote of the members to amend, the board CANNOT pass a resolution to get around amending the bylaws. This would be in violation of the bylaws!! A resolution is the same as a rule, so if the board has the authority to adopt rules then they can do that. However that resolution/rule cannot be in violation of any of your gov docs. That resolution/rule can only clarify an issue that is already in the bylaws or CCRs -- it cannot CHANGE, EXPAND or ALTER a bylaws or CCRs provision. Your board may have no other recourse but to ask for an amendment to the bylaws. That's the way it is and that's the way the board has to live with it!!

Dorothy,

First of all if your CCRs give the BOD or the A/C committee the authority to adopt rules by which the committee operates, then the board or the A/C committee can add these provisions to those rules. The ARC Appeal process and covenant violation and enforcement appeal can be a board-adopted rule or a resolution. I don't think it's necessary to amend the Bylaws or CCRs to add these provisions. However, if the board feels there should be an amendment, I believe the amendment would be to the CCRs for both provisions, since the bylaws only reference the CCRs.

I am new to the HOA world as well as this forum so I hope I'm not out of line when I pose my situation and ask for opinions. It is of the same subject matter.

We have a Master HOA and 17 Sub HOA in our development. Regarding street parking, our Master bylaws reflects NO OVERNIGHT STREET PARKING (MIDNIGHT - 6 A.M.). Our Sub HOA changed their bylaws in 2011 to reflect NO STREET PARKING DAY OR NIGHT, with no proposed amendment, no mention of any kind in the minutes. Finally, I was provided with a resolution.

I asked the following; "why is this one sub association different than the other 16, in that we now have NO PARKING DAY OR NIGHT while the other sub associations chose not to make the same change? And how is it that our sub association was permitted to change our bylaws without regard for it's members? And, as it is my understanding that sub associations cannot adopt rules that conflict with a master associations' Declaration and Bylaws was the new restriction even enforceable?"

This is the answer I received, "You mention minutes of 2011. HOAs are only required to keep minutes for 7 years. I have always advocated all rules imposed by HOA Boards should be in resolution form and held separate from minutes for future reference beyond the 7 years. For a few years, rules were mandated to be recorded with the county. Now HOAs are back making rules without recording. I don't see where you are going to be able to dispute the parking rules with the County, City, and Deed Restrictions backing up your local HOA."

Am I misinterpreting Section 720.306(1)(e) of the Florida Homeowners’ Association Act?

With a whole lot of reading and researching and studying I'm starting to notice inconsistencies and am becoming uncomfortable with the whole situation.

Any thoughts on this would be greatly appreciated.

Sure, but why?

Resolutions are board actions. They are used where the board has authority to take some action. The board cannot pass a resolution that changes the CC&Rs or circumvents the 67% rule.

The issue with getting enough votes to change the CC&Rs is widespread. CC&Rs are not meant to be easily changed which is why it often requires a super majority.

Thank you Ben.