Amending Bylaws

We are in the process of removing the Board after a very bad voting block. We want to amend the Bylaws to reduce quorum, limit the number of proxies a Unit can enact, and increase the number of Directors. All of these are within the Bylaws.

Up to this point the HOA has only had resolutions made by the Board. What format is followed when making an amendment to the Bylaws (specifically in Colorado)?

The trickiest part is getting this all ready to vote on when we call the special meeting to remove the Board. While we have everyone there we want to get this other business done as well. But since we don't have the ability to utilize the HOA attorney, we are kind of stuck on the content.

Thank for the help and suggestions.

Adam

Adam check your CC&R’s and state law but most require a Special Meeting to be about one specific thing such as the recall and election of the new Board. Although there is nothing I know of that would prevent you from having back to back special meetings each with a different purpose as long as they were properly called.

Adam,

As Glen says, you may only be able to attend to one action at a special meeting. Instead of amending the bylaws at this time, IMO, I think that should be left for the new board to take care of. Do your bylaws require a vote of the members to amend, many only require a vote of the board.

Regarding the changes you want to make to your bylaws, I must ask:

1) Why limit the number of proxies a unit owner can hold? I'm thinking you've had an election where perhaps a board member collected a large number of proxies enabling him to decide the election. Any member has the right to collect as many proxies as he wishes so no one should be upset when someone does this. If proxies are allowed there should be no limit on how many any one member can collect.
2) Be careful when changing the quorum requirements. Oftentimes the requirement is so high that it's almost impossible to hold a meeting. However when the quorum is set too low it allows actions to be taken with a very small number of members voting. IMO no action should be taken without a majority vote of the members required.
3) Why do you want to increase the size of the board? Frankly I believe this is something that the board should decide, not the members. It's the board members who are doing the work and only they know how many it takes to do the job. If the recall is successful, the new board may feel the number of board members that are now required may be sufficient.

Since the BOD is the governing body of the assn, it's not unusual that resolutions are only made by them. The members may propose an amendment to the bylaws, but the BOD should put the document together and if passed it would be signed either by the Board Pres or Sec. Most states do not require the bylaws to be recorded; only the CCRs, but you may want to check that out. Actually if the current bylaws were not recorded (there should be a recording number on them) then chances are it is not required.

Have you checked your gov docs for the process to recall the board members? Also have you check to see if there is a state law addressing this? A petition may be required. At any rate, it will be up to the BOD to call the special meeting even though it will be for the purpose of recalling them. Could you explain more fulling why you want to recall the board -- "after a very bad voting block" makes no sense to me. Just curious!

One other question for you all...

Can we utilize a regular member meeting to bring this new business to the floor rather than demanding a special meeting? The fear is that the Board will continue to disregard our communications and not honor our request for a special meeting.

Is it highly irregular to call for these big changes in new business not outlined in an agenda? Our docs say that meeting agendas need to be mailed to the membership in advance, but it does not mention anything about new business and how it is handled.

Thanks again,
Adam

Adam,
Do your Bylaws state the process for amending the Bylaws and for removal of Board members? Good Bylaws will address these items. If they don't they need to be amended to include these as well as changing the quorum to a lower percentage (10% or less). Removal of Board members also should follow the procedures outlined in the Colorado Nonprofit Act. Bylaws amendments and removal of Board members require a vote by the members after notification to all members that they are on the agenda for a duly called meeting. There are three ways to bring about such a meeting- 1) petition by members which is presented to the Secretary; 2) called by President; or 3) called by 2 or more Board members. Any number of items may be placed on the meeting agenda. It can be a Special or Annual members meeting; the members must be duly notified; and a quorum must be present.

Based on my experience it would be best to petition to hold a Special meeting to vote on removal of specific (or all) Board members; and to elect replacements for any Board members removed for the remainder of their term. The Board can establish a Bylaws review committee. Your posted items and others can be considered, approved by the Board, and be presented to the members for a vote as proposed amendments to the Bylaws.

If you need help give me a call.