How to make a change when members don't vote

without reading your docs, I must trust they say what you claim. However, i am surprised that they even mention management companies at all. THat's outside what I have seen in my experience.

That said, it sounds like you are stuck. Does Florida allow Proxy voting? If so, create proxy ballots and campaign like heck to get votes. Send letters to all members informing them of how absolutely critical it is to vote. Remind them of why the change needs to take place, use $$$ and hit them in the pocketbook. You must make it important to them (WII-FM) to get them interested.

Barbara,
I think Peter is on the right track here. We have a 2/3rds requirement and have been able to get that.

Not knowing some of Peters specifics or Barbara's let me suggest, education is the way to start. Web sites, Newsletters, community interaction functions, pool parties, yard sales all those kind of things might work. Take a page out of the Walmart book and keep the name of your association in front of the members. Advertise. Advertise.

E-mail blasts help. Get one member to bring one member to a Board meeting.

And while you are trying to get this super majority to elect a Community Management Team, at the same time as that special meeting, call another at the close of the first to change your by-laws to require the Board to hire a Management Co. That is a plain dumb rule anyway. The members elect the Board, the Board is responsible to the members. The Board elects the Officers, the Officers are responsible to the Board. The Board hires the Property Management, how can the owners be responsible for the Management Team, they did not elect or select them. The Board did, therefore, they are responsible.

Ok....I'm going to go out on a limb here. But being in Florida for 30 years, I've never heard of there needing to be a vote (whether it be 2/3 or 75% or anything else) of the ENTIRE association to change management companies. Every association I've ever heard of gives that responsibility (as part of the duties)to the Board of Directors; not every person who lives there.

I've seen such wording when it's still under control of the Developer for certain things....but this?

I could be wrong but I've never heard of the members having a say in such an action. As always, I'm learning.

Barbara,

Like Anna, I have never heard of the members having to vote to change a management company. We really do need to read this part of your documents. Where would this be located? In bylaws or where? The 75% number is very high for such an item. HI ANNA!

All,
I didn't post the bylaw on this thread because I had posted it on a prior one. I wanted this thread to focus on ways to get the votes and what happens if you can't get a vote when it hurts the Association.

Bylaws Article III 3.20 Management
...After the class "B" control period terminates, the Association may not terminate any management contract, or retain a new managing agent, without the approval of Members representing a majority of the Association's total Class "A" votes.

We asked for a legal opinion on this and were told the Association has to vote not the Board members.
Barbara

Barbara,
Just an observation .. nothing more but doesn't your Article specific only a majority is needed?
To clarify for other readers, at this point all you have are Class A members? I would assume this is correct.

You still have the problem of getting rid of this requirement, if it does meet the legal test and you state it is legal under your state laws. So, let's assume it is legal. Then all the advice here still stands. First get fifty one % of the owners to vote to amend your documents to allow for BOD to hire and fire. Do this with a called special meeting. At this meeting make a motion to do the above get the majority and close the meeting. Immediately open another special meeting and add an amendment to give the BOD authority to hire and fire. All should take ten minutes tops. Each special meeting by definition does not allow for discussion of any other subject other than the announced and noticed as directed by you documents. If necessary, call a Open Board meeting or an annual meeting after changes are made and do association business. If you feel your President can't handle these meetings, have him appoint someone that can get this done. Will take some leadership and direction from Board.

This is a general outline to get your problems cleared out and back on track.
Actually the preparation to call the meetings, get the interest up to attend meetings, knocking on doors or innovative methods of calling for votes will be the big part. When it comes time for the meeting, if the road is paved before hand, it should be a snap. Lots of work, no doubt, but doable.

Barbara the BOD needs to decide on what changes they want to make either just the MC or the covenant also and just get out the vote. This might even consist of hiring a couple of people to walk door to door and either get the H/O's proxy or their name on a petition/ballot to change the covenant; they can start weeks before the actual day of the vote.

Barbara,

You posted the bylaws provision that requires the members to vote to change the mgmt co, so it's the bylaws that would need to be amended not the declaration. Please let us know what the amendment requirement is for the bylaws. Oftentimes they can be amended by the BOD w/o a vote of the members.

I belong to an HOA in California. The board just changed Management companies last month without any vote of the homeowners. I plan to run for a BOD position at the annual meeting, but was curious as I saw some posts here say that 2/3 to 75% vote was needed to make such a change. What document would I find the language for changing management companies in particular. All of our documents are date 2000 and 2001.

RichardP,
It is never listed as % of mortgagees. Some owners don't have mortgages.

The 75% figure or any other figure is usually referenced in the Master Deed and/or By-laws. It can be taken from some kind of State statute or it can be dreamed up by a developer that had the CC&r's written.

If, as you state, the Board can terminate the management co., they don't need to members to do anything.

If, you are actually quoting your By-laws or what have you, you need to amend your documents.

I suspect you are playing loose with your post and your documents or anyone's state what you posted.

Your answers are contained in this thread, if you can find the question.

Robert, before you go on the offensive with a newbie and accuse them of making things up, I suggest you re-read the thread:
BarbaraD6: Our governing docs state we need a vote of 75% of members to change management.
PeterB1: We have a 75% requirement as well.
RobertR1: I think Peter is on the right track here. We have a 2/3rds requirement and have been able to get that.

I think it's highly possible that the documents might specify 75% of the "mortgagees".

Some mortgages might require the association to be professionally managed.

The trick will be in finding all homes with mortgages. Like you said, it's possible that many homes don't have mortgages anymore.

So let's say there are 100 homes. Only 50 have mortgages. So all you would need would be 75% of those mortgagees to agree to self-manage? That would be roughly 38 "yeas," right?

Of course, it appears that you wouldn't need those votes at all if you were just CHANGING management companies. Only to terminate and self-manage. Right?

Mary,
I will have to research this.
Thank you
Barbara

Robert,

Barbara posted the requirements to amend the declaration (CCRs); however, the provision in question is contained in the bylaws. Barbara needs to find out what the requirements are to amend the bylaws. In my assn's the bylaws can be amended by a vote of the board w/o member involvement. If this is the case in Barbara's assn, then the requirement that the members vote to hire or fire the mgmt co can be removed from the bylaws by a majority vote of the board.

Each governing document has it's own requirement to amend; whether one governing document overrules another doesn't enter into it.

The bylaws are at the lowest level in the hierarchy of gov docs. The order is: CCRs, Articles of Inc., bylaws, board adopted rules

Mary,
Your: Each governing document has it's own requirement to amend; whether one document overrules another doesn't enter into it.

Below is clipped from my By-Laws.

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.

************************
Doesn't this establish that the requirements of the Master deed to amend the Master deed are going to be the requirements to amend the by-laws?

No! I believe the phrase "in strict accordance with the master deed" is referring to the procedure for calling a special meeting for the purpose of voting on an amendment to the bylaws. There should be no provision in the master deed stating how the bylaws are to be amended, meaning what the vote percentage is and whether the board alone can amend or if a vote of the membership is required. The amendment procedure outlined in the master deed would only refer to amending the master deed, unless it states otherwise. I've never seen, nor heard of, a master deed which outlines the procedure to amend the bylaws or the articles of inc., but of course that doesn't mean there isn't a master deed out there with that provision in it. I don't like to say "never" as it will always come back to bite me!

What Section 2 means is if there is any provision in the bylaws that conflicts with a provision in the master deed, the provision in the master deed prevails.

Barbara,

In reading the provisions you've posted, it could be interpreted that the bylaws are contradictory to the declaration, in which case what is stated in the declaration would prevail. If I were on the board I would ask that a resolution be adopted to interpret those provisions and state that the declaration prevails and a membership vote is not required to terminate and/or retain a mgmt co. However, if the board feels there is no conflict then it would be wise to amend the bylaws in which case a 67% vote of the members is required. I would strongly recommend a written consent, which could be mailed in, in lieu of ballots which may not be allowed to be mailed in. It all depends upon what your bylaws say about casting ballots.

BTW, I can see no good reason why the members should have to vote on this. All that does is impose a hardship on the assn -- we all know how hard it is to get members to vote on anything!!!

Mary and Robert,
I agree with you Mary I'm so glad I found that in the Declaration.
Robert, the Declaration was stamped in 2002 and I think the homeowners took over in 2005 or 2006.
I haven't seen any amendments about this issue.
Barbara

Robert,
I am on the Board and the only changes made were about signs,motor vehicles and towing guidelines. I will look further for the originals filed in court.
Do you agree that the Declaration would supercede what the by-laws said?
Barbara

On the other hand, the intent may have been to force transparency from the board to their fellow association members and reduce the potential for a conflict of interest by any board members.

It probably sounded good in theory, but in execution it's nearly impossible to carry through.

Robert,

It's not uncommon for a developer to include language in any of the gov. docs that will benefit him. However, in this case, the bylaws requirement that the members must vote to hire or fire a management co certainly is not a benefit to the develooer. It's more of a benefit to the members, even though the members really have no idea whether or not the manager is doing a good job. Maybe this was one of those instances where liquor was being served when the developer decided what to put in the docs!

Mary,
Not knowing the history of this particular HOA and agreeing it is not uncommon for the developer to add language for his benefit (why else would he add it), maybe we can't solve the unsolvable. But, I am surprised to see you state this action would benefit the owners. It certainly would not benefit the association as evidenced by the problems they are having. Especially when this mechanics of hiring and firing management has been assigned to the BOD, as evidenced by this discussion in prior threads. Of course what appears to be consensus from one of these threads is just opinions.

Thank you all for your opinions on this issue,
Barbara

Barbara,
You are up early.
If you think you are using good business judgment and you are proven wrong, you pay the penalty........about that simple.

If your board feels you should have an amendment change, they have to do what is necessary to accomplish this......period. That is why they are the Board. BOD don't always make good decisions, nearly all rulings by a board is making a little leap of faith. Nature of the beast and as soon as all the directors accept this, it amounts to jumping into the pool.

Why does most of the Board feel they can vote for directors......now....and didn't feel that way before? You, may be trying to be all things to all people. Play the cards you all hold, turn them all up on the table and lets have a vote.

It may be pertinent that your original question concerned members not being interested enough to vote and the Board seems to have come down with the same disease.

I see I referred to "directors" instead of Managers or management companies.
My mistake.