Please your opinion on changing bylaws

Started by RobertM17 • 10 replies • 1886 views

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RobertM17 (Oklahoma)
Posts: 13

Posted:

In our HOA, Rock Knoll in Oklahoma City, the bylaws can be changed by the members or by the board acting alone and the board is NOT required to give any prior notice to the members before making a change.

This means that since a quorum for a board meeting is 3 members present a majority vote in the affirmative by JUST two board members could change our bylaws.

I am drafting a proposed resolution to eliminate the ability of our board, not just the present board but also any future board, to make changes by itself

Please list your hoa name and location and whether you would be in favor of allowing your board to make changes by itself as ours presently has.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

RobertM17,
I can't answer your question unless I have enough information.
What does state law say?

If there is not declaration in state law and you have no other guiding laws, then, your documents as written rules.

If you have no restrictions in your documents you (members) can change your covenants.

I think your proposal should be made first as a motion to call Special Meeting for a vote to change the documents..I think it makes sense and would support the motion.
I see no reason to post my Hoa name or any other Hoa name, and yours would be included.

SusanW1 (Michigan)
Posts: 5,202

Posted:

Robert - could you post your bylaws where it give the power to amend the bylaws?

SusanW1 (Michigan)
Posts: 5,202

Posted:

I am wondering if it would take 2/3 vote or even unanimous vote of the board to amend or add a bylaw.

MaryA1 (Arizona)
Posts: 7,043

Posted:

Robert M,

I would be curious to read the exact wording since an amendment can be undertaken by the members OR the BOD. It's not uncommon for the BOD to have the ability to amend the bylaws w/o a vote of the members. The Articles of Inc. generally require a vote of the members and the CCRs always require a vote of the members.

I see nothing wrong with the board amending the bylaws. The bylaws usually ony address management of the assn. The restrictions are contained in the CCRs and that is why they require a vote of the members.

If the board agrees with you, an amendment -- not a resolution -- would be the proper method for changing this requirement. A resolution would not be legal because what you want to resolve would be in direct conflict with your bylaws. An amendment is the only way to make this change.

RobertM17 (Oklahoma)
Posts: 13

Posted:

The Oklahoma State Law says that a corporation may, but is not required to, allow either the members or board to change the bylaws but it is up to the HOA to allow both to be able to change them.

The "resolution" method is being used as the resolution states the proposed bylaw amendment, it's inclusion on our annual April HOA Meeting and the publication of the proposed amendment to be mailed to every member in the March dues letter.

Also as to the "Resolution" method available within our bylaws it provides a method for any member to propose a change where every member could be notified of the call for and publication of the proposed amendment.

Any proposed amendment requires notification to every member and since our annual meeting is in mid April the March dues letter is used by the board as the method to notify every member, as required in our CCR's, on the agenda and the publication of any special items (assessments, bylaw changes, etc.) to be presented at our annual April Meeting.

As to including my name and HOA it is simply to let anyone, including one of our HOA Members if they are in this internet site,
that I stand 100% behind everything I have stated.

If anyone does not want their name or HOA used that is their right I asked "Please" and did not suggest it was to be taken as a requirement.

RobertM17 (Oklahoma)
Posts: 13

Posted:

Our bylaw allows for a simple majority vote of the members present for a legally notified meeting OR for a simple majority of a legal board meeting which in our bylaws is only 3 members as that constitutes a quorum for our board of 5 members.

The board CANNOT change any bylaw that would affect their powers, responsibilities, elevtion requirements, term of office, ect.

RobertM17 (Oklahoma)
Posts: 13

Posted:

It would take just a simple majority ofm the board members present at a legal board meeting.

A legal board meeting per our bylaws is a simple quorum of 3 members of the 5 member board which is why I state that it would take only two members at a 3 member legal board meeting to change our bylaws.

RobertM17 (Oklahoma)
Posts: 13

Posted:

The exact wording of changing, amending or deleting our bylaws is equal in requirements for a simple majority of the members present for a legally called meeting or a simple majority of a quorum of 3 board members for a change at one of their meetings (this is not in our bylaws but we are never priveledged to preview an agenda of or the voluntary minutes of any board meeting).

The difference in bylaw changes is that the board cannot change any bylaw that affects their requirements to serve, terms of service, requirements to be elected or the right to be removed by a vote of the mebers at any time.

The reason for submitting a "Resolution" on the proposed amendment is that in our bylaws any member can submit a resolution that states the resolution, reason for the resolution and the proposed time for the resolution to be acted upon by the members at our April Annual General Meeting.The resolution would be the proposed amendment/change to the bylaws and would be published in our newsletter AND included in its entirity in the March dues mailing to the entire membership as this is the method the Board uses for notification of the agenda for the April Annual General Meeting and any special issues such as assessments as required in our CCR's.

You mentioned that you didn't see any reason for the board to not be able to make changes by theirselves so I am going to explain my position.

Our board considered changing the bylaws to restrict proxies to a form that is ONLY signed by our president and when I challenged this they where considering changing the bylaws to include thsat requirement and the association Attorney told them he would advise
against doing that as it would open them to civil suites.

Our April 2009 Annual Meeting which was one week after both statements above were made at his house he denied they were considering the bylaw change and making it retroactive to previously
obtained proxies and then with a smile he said he couldn't remember what the Attorney had said and it was only a week after he had made both statments

RobertR1 (South Carolina)
Posts: 5,164

Posted:

SusanW,
Here you go:

ARTICLE X - AMENDMENTS AND CONFLICT

Section 1. Bylaws. These Bylaws may be amended by a vote of not less than seventy-five percent (75%) of the Percentage Interests of the Council at a duly constituted meeting only for such purpose, in strict accordance with the Master Deed. Any amendments shall be set forth in proper form and duly recorded. Each and every Owner of a Condominium Unit by accepting a deed therefore thereby agrees to be bound by and benefit from any such amendment hereto.

Section 2. Conflicts. In the event of any conflict between the provisions of the Master Deed and the provision of these Bylaws, the provisions of the Master Deed shall control.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

In case the word "Council" is confusing. "Council" is defined as the "Membership holding a vote. We have 65 units, 65 votes.

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