Changing Condo Documents

Here in NC we have a conflict in some of our Documents. We have a set of 4 documents, 1)Declaration, 2)Articles of Inc. 3)Bylaws and 4)Rules and Regs.
The conflict arises between the Declaration and the Articles. The Declaration states that the Board shall consist of a minimum of 3 members, of which a majority shall be members of the Association. The Articles state that Board members are not required to be members of the Association.

To make any changes to the Declaration or Articles requires a positive majority of 2/3 of members. My question is: since the Declaration is the senior document and the Articles must agree, could a BOD just delete that sentence from the Articles and inform members that it was done to bring the Articles in line with the other documents? Basically a pen change correcting an error. Thanks

Barbara, your Bylaws should state how they can be amended. Comply with them and the members can make whatever changes are needed at a duly called members meeting. The Bylaws define the organizational structure of the MEMBERS HOA. The Declaration of CC&Rs defines the community and the OWNERS responsibilities.

I'm not an attorney but my gut reaction is NO! It is a legal document filed with the State and doing so could open the HOA to a legal nightmare. Not that most homeowners even know what the AIC is, let alone read it. It is typical for the AIC not to require residency as the first Board members are typically family members or employees of the Declarant. You should speak to the HOA's attorney as to how best to handle it.

Richard:

I think the others are spot on...I would never, ever, ever (did I mention ever) just make an editorial change to a legal document. Those things sometimes can come back to haunt you big time.

Thanks to all that have responded.
For Tim, a little background. We are an 86 unit single family homes, over 55, condo ass'n.
We are almost 9 years old and the developer has departed and no longer has any unsold units, nor are they a factor in our operations.
My question was about the legality of 2 documents that were in conflict. Excerpts from each are as follows:

Declaration: Not later than the termination of any period of Declarant control, the Unit Home Owners shall elect an Executive Board of at least three (3) members, at least a majority of whom shall be Unit Home Owners. The Executive Board shall elect the officers.

Articles of Incorporation: The business of the corporation shall be conducted by its Executive Board of Directors, which shall be five (5) in number. The Directors shall be elected by the members after the period of Declarant control, as more fully provided in the Declaration and By-Laws of the Association. Directors need not be members of the Association.

My contention is that the Declaration plainly states that at least(a majority of 3)or (2) members "SHALL" be Unit Home Owners, and that is in direct conflict with the Articles, which states that Directors are not required to be members of the Association.

We are currently in the process of trying to change the Articles to eliminate that last sentence and bring them into harmony with the Declaration. Because of apathy, etc, we probably cannot get the needed 57 votes to make the change and that is my reason for being here and seeking help to find another way of changing this document. Seems to me that a glaring discrepancy like this could be changed without a vote of the entire ass'n. Of course this document is on file at the Court House, and the change would have to be recorded.

Thanks to all. This is a great site.

I have a high degree of respect for all the opinions offered on this subject. I agree with Tim that we probably ought to form a committee to basically rewrite the documents now that the declarant is gone. There are other conflicts besides the one I have questioned on this thread. Semper Fi to all.