Agenda and Notice of Bylaw Amendments

In our CA HOA the Agenda in the posted Notice identified the item "discuss cumulative voting". In fact, the Board voted to amend the Bylaws regarding cumulative voting. Is the action invalid in that the Agenda didn't specify the intent or probability of amending the Bylaws; the Agenda notice was limited to discussion of cumulative voting with no specific purpose included.

Jim:
I think the action is illegal in that I've never heard of any bylaws that allow the board alone to amend bylaws. I agree with Tim in that you need to check your bylaws but I would add check state law as well.

Jeanne

Jim,

Since the board voted to propose a bylaw change to the membership as an action to the discussion on cumulative voting which was part of the agenda, I don't see an issue with it. To me, it's like placing any issue on the agenda and, as part of the discussion, making a decision on how to address it.

Granted the process could be drawn out:

Meeting one - discuss cumulative voting
Meeting two - vote on options that cumulative voting discussion identifed

However, would you want this same drawn out process for every issue? For example:

Meeting one - identify earthquake damage
Meeting two - discuss earthquake damage
Meeting three - vote on options to consider addressing earthquake damage
Meeting four - vote on securing bids to address earthquake damage
Meeting five - discuss bids on earthquake damage repair
Meeting six - vote on awarding contract to repair earthquake damage

Yes, the earthquake damage is an exaggerated example. However, it stresses a point that typically after any discussion a vote to either continue the discussion at a later date or to resolve the issue based on the discussion is taken.

Actually we just receive an Opinion Letter from our attorneys and one of the questions made ref. to "amending articles". In our bylaws it states that we need 2/3 rds votes and the board itself cannot amend. I am in Orlando, Florida so maybe the laws are different in another State.

720.306 Meetings of members; voting and election procedures; amendments.—
(1) QUORUM; AMENDMENTS.—
(a) Unless a lower number is provided in the bylaws, the percentage of voting interests required to constitute a quorum at a meeting of the members shall be 30 percent of the total voting interests. Unless otherwise provided in this chapter or in the articles of incorporation or bylaws, decisions that require a vote of the members must be made by the concurrence of at least a majority of the voting interests present, in person or by proxy, at a meeting at which a quorum has been attained.
(b) Unless otherwise provided in the governing documents or required by law, and other than those matters set forth in paragraph (c), any governing document of an association may be amended by the affirmative vote of two-thirds of the voting interests of the association.
(c) Unless otherwise provided in the governing documents as originally recorded or permitted by this chapter or chapter 617, an amendment may not materially and adversely alter the proportionate voting interest appurtenant to a parcel or increase the proportion or percentage by which a parcel shares in the common expenses of the association unless the record parcel owner and all record owners of liens on the parcels join in the execution of the amendment. For purposes of this section, a change in quorum requirements is not an alteration of voting interests. The merger or consolidation of one or more associations under a plan of merger or consolidation under chapter 607 or chapter 617 shall not be considered a material or adverse alteration of the proportionate voting interest appurtenant to a parcel.