Get 2 months of free community web site hosting from Community123.com!
Sunday, December 08, 2019
Get 2 months of free community web site hosting from Community123.com!
Only members have access to all features.
Click here to join HOATalk for Free! Members click here to login and access all features.
Subject: Bylaws and Amendments
Prev Next
Please login to post a reply (click Member Login on the menu).
Author Messages
JohnK40
(West Virginia)

Posts:13


08/12/2019 9:25 AM  
I have Googled the issue without any luck.

Association is a 400-acre recreational-vehicle private gated community resort with seasonal activities for members, their family, and guests (unique nature with members owning their lots) located in West Virginia open April through October.

Issue: Received a 'mail-out' ballot (30 pages both sides) of by-laws both new/amendments, a new pass policy, and 4 resolutions. At a Board meeting three days after receipt the Board admitted no director read the proposed by-laws, did not discuss the contents, did not vote whether to bring the contents before membership for a vote, no legal assistance in preparation ... no legal review. At the Board Meeting it was the very first time the Directors discussed pro/con and necessity of the resolutions.

Should the 'mail-out ballot' be declared null and void?

SheliaH
(Indiana)

Posts:2763


08/12/2019 10:30 AM  
This is why it's a good idea to work with an attorney in rewriting bylaws and amendments. By the way, are we talking about amendments to the bylaws, the CCRs or both (and yes, there's a difference between the two.) You can't put all this on the board - all homeowners, including you, are responsible for reading these things so you can make an informed decision on voting to approve it or not. You didn't say if the mail-in vote to approve all this was successful, but even if it was, the homeowners could vote to set aside the vote and reschedule another one in order to give the board time to review the proposed changes with the association attorney to ensure this is being done properly and the changes will be compatible with state and local law.

In some cases, the vote for smaller issues, such as the resolutions, might be able to stand. Depending on what your documents say, some of this stuff might not require a homeowner vote at all - usually, the board approves resolutions, as they are usually made to enact policy that fleshes out the CCRs (of course, rules passed by the board can't supersede the documents). I suspect no one read your documents at all to find out how changes should be made or the difference between Bylaws, CCRs and community rules set by the board. You need to know all of that so you'll know what changes can be made by the board and what needs to be approved by a certain percentage of homeowners.

I think you know what needs to happen next, but in case you need to hear it out loud - someone (like you) should express his/her concerns to the board about all this, saying this process appears rushed. Suggest that the vote be set aside, so the association attorney can review them to see if there are problems. In addition, the board should schedule a series of meetings where specific changes can be discussed in detail and people can ask questions and make suggestions. Some of those suggestions could be incorporated into the proposals and then another vote can be scheduled. Some of this work could be done by a committee chartered by the board to make recommendations - if you make that suggestion, you should also consider volunteering for a spot.
AugustinD


Posts:2049


08/12/2019 10:44 AM  
Posted By JohnK40 on 08/12/2019 9:25 AM
At a Board meeting three days after receipt the Board admitted no director read the proposed by-laws, did not discuss the contents, did not vote whether to bring the contents before membership for a vote




Who gave the order to send out the ballot?
JohnK40
(West Virginia)

Posts:13


08/12/2019 1:05 PM  
The Board.
JohnK40
(West Virginia)

Posts:13


08/12/2019 1:18 PM  
Bylaws and amendments to Bylaws.

Appreciate the reply.

Another thought comes to mind. In 2017 11 plus new By-Laws and Amendments were passes at a Special Meeting to do so (called by the same Board), while I am certain ... those ... as the By-Laws on the table this year were not read by, reviewed by, voted to be presented to the membership and did not have any legal review what-so-ever.

If possible I need assistance in a 'diplomatic' approach to ... for a lack of words ... to Null and Void the 2017 additional/changed By-laws and revert back to the 2016 By-laws (that were blessed by an attorney) read by a Board, voted to be presented to the members.
AugustinD


Posts:2049


08/12/2019 3:55 PM  
Who wrote the proposed new bylaws and proposed amendments?

Did the members vote to approve these new bylaws and amendments?

So far, you have not pointed out violations of specific Bylaws. You do seem to have identified poor judgment by the board, which could translate to a violation of their fiduciary duty, and which might be actionable were you to ask a court to declare the new bylaws and amendments null and void. Are you harmed in some way by the proposed new bylaws and proposed amendments?
SheliaH
(Indiana)

Posts:2763


08/12/2019 4:07 PM  
First of all, have you read your documents (the original ones) to find out exactly how amendments are to be made - you need to start there so when you go talk to the board, you won't making stuff up on the fly.

And while we're on the topic - how long has the board been talking about amending the documents? Were you at that 2017 meeting - doesn't sound like it if you say "you're certain" those were also passed without proper vetting. If that's the case, why didn't you speak up at that time? Seems to me if this is happened before, you should have been staying on top of things and attended a few meetings to hear the conversations. Oh, well, better late than never.

You will have to do some work here and some people may not be receptive to your ideas, but such is life - if you don't want to take the necessary steps to speak truth to power, you'll need to find someone who will or sit down and be quiet. So... make a list of your concerns and bring them to the board. Yes, this may cause some commotion, but that's not necessarily a bad thing. It shows you care. I read somewhere that "courage arises not when we suppress our fears, but when we find something so worthwhile, we temporarily forget them." If you're really concerned about this, it may be that this will sail through unless and until you speak up.

I'm sure you're quite capable of being professional, but firm in what you say. Don't get personal, but stick to the facts and ask for what you want. Try something like "I'm really concerned that these amendments were rushed through without having an attorney look at them to make sure they were done according to the 2016 documents and have been reviewed by an attorney. These documents will dictate how our community is run and how the common area is used, and it's important they are in order so they'll stand up in court."

The board may listen or they may not - if you think the latter may occur, it wouldn't hurt to first talk to a few of your neighbors and see what they think. If others are equally concerned, they should attend the next board meeting with you and say what they think.

JohnC46
(South Carolina)

Posts:8877


08/13/2019 8:48 AM  
JohnK

If the 2017 changes were properly done, you cannot just revert back to 2016. Working to stop new changes is fine but if they are done properly, they are in force.
NpS
(Pennsylvania)

Posts:3913


08/13/2019 9:07 AM  
We have a rule on our books that, if a change isn't challenged within 12 months, it stands - even if the change was made improperly. So yes, it's important to put the HOA on notice of an improper action.

Sikubali jukumu. Read all posts at your own risk.
Please login to post a reply (click Member Login on the menu).
Forums > Homeowner Association > HOA Discussions > Bylaws and Amendments



Get 2 months of free community web site hosting from Community123.com!



News Articles Provided by: Community Associations Network
News, articles and blogs about condos/HOA's

Only members have access to all features.
Click here to join HOATalk for Free! Members click here to login and access all features.







General Legal Notice:  The content of forum messages are from the posting member and have not been reviewed nor endorsed by HOATalk.com.  Messages posted by HOATalk or other members are for informational purposes only, are not legal or professional advice and do not constitute an attorney-client relationship.  Readers should not act upon this information without seeking professional counsel.  HOATalk is not a licensed attorney, CPA, tax advisor, financial advisor or any other licensed professional.  HOATalk accepts ads from sponsors but does not verify sponsor qualifications nor endorse/guarantee any sponsor's product or service.
HindmanSanchez Legal Notice:  (For messages posted by HindmanSanchez) This message has been prepared by HindmanSanchez for informational purposes only and does not constitute legal advice. This information is not intended to create, and receipt of it does not constitute an attorney-client relationship. Members of HOATalk.com should not act on this information without seeking professional counsel. Please do not send us confidential information unless you speak with one of our attorneys and get authorization to send that information to us. If you wish to initiate possible representation, please contact an attorney in our firm. Our attorneys are licensed to practice law in the state of Colorado only.

Legal Notice For Messages Posted by Sponsoring Attorneys: This message has been prepared by the sponsoring attorney for informational purposes only and does not constitute legal advice. This information is not intended to create, and receipt of it does not constitute an attorney-client relationship. Readers of HOATalk.com should not act on this information without seeking professional counsel. Please do not send any sponsoring attorney confidential information unless you speak with the sponsoring attorney or an attorney from the sponsoring attorney’s firm and get authorization to send that information to them. If you wish to initiate possible representation, please contact an attorney in the firm of the sponsoring attorney. Sponsoring attorneys that post messages here are licensed to practice law in a specific state or states as indicated in their message signature or sponsor’s profile page. (NOTE: A ‘sponsoring attorney’ is an attorney that is a HOATalk.com official sponsor and is identified as such in the posted message or on our sponsor page.)

Copyright HOA Talk.com, A Service of Community123 LLC ( Homeowners Association Discussions )   Terms Of Use  Privacy Statement