Re-Writing Covenants & Bylaws-Help

Hi all,
I am new to this forum, and would like to know if anyone has found a Firm
that has 'Boilerplate' Covenants & Bylaws, for sale that can be modified within NC State Law.
Our HOA Board wants to try and update some of the obsolete Terms and Conditions included in ours, they are approx 20 years old.
Any help is most appreciated.
Thanks
Pete

Peter:

CCR's within the state of NC must coincide with the NCPCA. If you want to update your out-of-date CCR's, I would advise getting a committee together to comb through the CCR's and come up with amendments to suit your HOA. Then pass it through any HOA attorney (if you contact me I can give you the one I use)so that he can write the veribage for you.

Once this is done you can send it out to membership to vote on the amendments, if passed, you would have to record it within the County to have them become effective.

Robert, I can assure you that "boilerplate" CC&Rs exist. That's pretty much what developers in our area use, "boilerplates" of CC&Rs from older projects and they just sort of mush them all up.

We have 9 sections in our development, which were opened and built up over a period of about 10 years, in total. Each section has slightly different wording because he boilerplated from other developments and other sections throughout the years, each time he would modify to accommodate size of lots and section of town he was building in.

We even had one section accidentally contain the name of the subdivision he boilerplated from! He changed it before he turned the HOA over to us.

But to get to the "boilerplates" one would probably have to contact a developer in the area and ask to use whatever they use.

Peter

Hi. I am a director in an HOA and a member of the National Association of Parliamentarians. For the moment, I will address Bylaws. I have been writing and working with Bylaws and Robert's Rules for 20 years. If you can email me a set of your Bylaws at [email protected], I can give you an idea of what condition they are in generally. IN fact, if you can send me your covenants, I might be of some use with those. I have written several bylaws from scratch, for several different kinds of organizations, and updated several. I have taught classes in them. I also am fluent in Robert's Rules. I have also worked with covenants for several years.

I would strongly recommend finding a Professional Registered Parliamentarian (PRP) in your area to help you make sure your bylaws are in good format and in good language. A PRP is a nationally certified expert in Bylaws and Robert's Rules. A PRP can write legal opinions, just like an attorney, on bylaws and Robert's Rules.

I would not call your attorneys about your bylaws until you consult with a parliamentarian. The attorney should be the LAST to review your bylaws, for the sake of weeding out illegal provisions. Call the National Association of Parliamentarians for names of local ones. They will do a far better job at reviewing your bylaws and suggesting changes than most attorneys. Very few attorneys know enough about them, or Robert's Rules, or care, to do a good job with yours or with your meetings. In fact, I have caught more than one attorney from very large law firms deliberately giving me false information about bylaws, Robert's Rules, and Covenants, and fired them on the spot.

There are in fact, boilerplates for bylaws. Robert's Rules has a simplified one for bylaws. The boilerplates you often get from attorneys are their custom made version. Ours were and they are atrocious. They are hard to follow, and have been full of conflicts and ambiguous language for years. It has forced us to call our attorneys many times to make them clarify what they wrote that should have been written in clear language from the beginning. This is standard procedure for some attorneys, though. I have seen lawyers deliberately approve bylaws full of outdated provisions and conflicts. We are still suffering from the mess our bylaws and covenants have been in for years.

Covenants are similar in some ways. Where bylaws dictate the structure of your organization. Covenants dictate how the land is used. You decide what rules you want to live with. You may then have to check with the city or county ordinances and possibly with state law to make sure you don't have a conflict with them. Then, you need to check for any ambiguities in your covenants.

Send me a message if interested.

Art

I'd like to see your current bylaws. Can you post them here? (attachment)

Susan,

You don't want to see our Bylaws because everything I mentioned ISN'T in them!

Our Bylaws were just rewritten in their entirety (after 22 years) by a Board that will no longer permit residents to even attend their monthly meetings (which is why you need a Sunshine Law) much less let them have a say in how things are done. Of course they kept the provision in the Bylaws where the Board gets to change them at their whim.

They've redefined a Quorum to be 10% of the membership. That's a little less than the number that actually attend the annual meetings so it's almost the same as "whoever is there constitutes a quorum".

They just imposed mandatory dues (we were voluntary) on the entire neighborhood after an 18 month signature campaign which only netted them a 51% approval to pass them. I support mandatory dues, I just don't support the method they used which was, "we're going to vote, and vote, and keep voting until it passes!"

They'll pass revisions to the Covenants with 50.1% of the vote but it takes 2/3rds of the neighborhood to call a "Special Meeting" which is the only way you can do a recall.

We found out that they've been secretly negotiating with the YMCA to turn over our recreation area to them on a 30-year lease. All the residents will get out of it is the YMCA will take over the capital and operating expenses, we get zero dollars from the YMCA for the lease itself.

Their plan (which we've now exposed) was to vote at the annual meeting (this Saturday) on giving them the authority to negotiate and sign the lease with the YMCA. Remember, usually only ~10% of the the neighborhood shows up for these things and they constitute the quorum. (Allowing the Board to sign leases and contracts was another thing that was specifically added to the Bylaws)

They included a Board proxy in the information packet they sent out to residents that asks for, "the authority to vote on other matters that may come before the annual meeting".

Yes, I have definitely learned from example by watching this Board. I've learned how things should not be done in a HomeOwners Association.

We've launched our own proxy initiative in hopes of killing this YMCA thing once and for all. Hopefully we can put four new members on the Board that will be able to better manage the affairs of the Association in an open and honest manner!

Randall,
What part of Tenn are you in? I have property in Tenn and as we discussed, there are NO laws or Statutes to protect owners/membership of an association from the developer or a nutso Board. I am willing to get some work done to shake Nashville up a little.

Peter

You have probably my posting already. I am a property manager and parliamentarian. I have been writing bylaws and teaching them and Robert's Rules for 20 yrs .

I strongly suggest you do you yourself a favor. If you want to rewrite bylaws, first call the National Association of Parliamentarians and find a chapter in your area with them. They will write you bylaws in proper format and with proper language to do what you want. That are nationally certified experts in bylaws. They also charge very little to review your bylaws, far far less than an attorney who never studied bylaws in school, and never got certified for them. Then you go to your attorneys to make certain your bylaws conform to the state law. That's all.

I have read hundreds of bylaws, and very very few attorneys know how to write proper bylaws. Very few attorneys will write good bylaws anyway. They will charge you thousands and often they write bylaws that are horribly written and wont hold up in court. There have several court cases where the judge threw the bylaws, the Board, and the Board attorney out of court for their incompetence. Ours have been re-written more than once by attorneys, and they are still a disaster, full of bad language. You have to call them every time you need something explained, the bylaws are written so poorly. I have a set written at least two by our attorneys that is such a mess they want $7,000 now to fix them. I have fired attorneys for their incompetence with my bylaws and covenants.

Art

RandalR,
I am sure Art can be very specific about your post. But, in case he don't get back to you in time, here's what I would do.

At the start of the Annual meeting I would stand up and call for, "A point of order". I would question the validity of this kind of proxy. Tell me it is not possible to solicit some one votes to vote on something they know nothing about. Therefore you are making a motion that all proxies be disregarded, as they are incorrect in their instructions. You consider the matter of electing a Board by this manner to be null and void, in addition to the above.

If you have any reasonable people there, someone will second it. If not get a supporter to do it. If after discussion, you still lose the vote and they end up deciding to use the proxies as written. Request that the motion and vote be part of the minutes and you objection to the order of business be noted. Inform the Board that you intend to seek a formal ruling on the Boards action by submitting the information to a Licensed Parlimantarian ASAP and consider the matter not closed.

Peter, Robert: First, Robert’s Rules does not approve of proxies or doing business at a meeting when people are missing, especially at an annual membership meeting. If anything comes up for a vote there, it s not fair to people who aren’t there and can’t hear the debate and vote themselves. However, condos and HOAs allow it. My state law leaves i tup to your association. It is usually stated in the bylaws if it is allowed. Also, there was a legal decision in Florida that says mail-in ballots aren’t allowed unless your bylaws say so. Its been done anyway.. Also, if something comes up for a vote, it must be allowed to come up, for a vote. Any changes to documents cannot unless you have been warned.

As for parliamentarians, they are usually a lot cheaper and far more knowledge at this than a lawyer. Some, like my group will sometimes review them for free and make comments. They consider it good practice. If you ask them to come to a meeting or talk to your Board, they still usually charge a lot less than an attorney.

To give you an idea of the difference. Last year our Board attorney charged us $4,000 for 5 hours of the annual meeting, including 2 hours of secret session with the property manager and the president, plus the attorney’s travel time, and 4 hours sitting at the meeting doing nothing. An outside parliamentarian I talked to charges $250 for an annual meeting, including a meeting with the Board before the meeting.

As for the parliamentarians, they see much of this as good practice for them. I do when I review bylaws and rules. If they charge, it will likely be a fraction of what an attorney will charge. And please understand, to my knowledge, attorneys do not train in bylaws in law school. In fact, many parliamentarians literally spend years training and testing and re-training in bylaws and Robert’s. They dedicate themselves to the study of Robert’s Rules and bylaws so that they can pass a grueling test and uphold the image of a parliamentarian as one of the most professional groups in the country. They have a long proud history of serving the public through their work. They study for months and sometimes years, before they feel confident enough to take the registration exam. It is rough. One medical doctor I know studied night and day for over 6 months for her exam, and scored a perfect score. She is now sought nationwide for her services. That means that while attorneys often know very little about bylaws, parliamentarians are, through the standards of study and dedication, the nationally recognized experts in that field.

Professional Parliamentarians can, and have been, called to render opinions on bylaws and Robert’s in court and to any organization. It carries the weight of an attorney’s opinion. But bear in mind, they are not acting as attorneys. Many are attorneys, with this specialty.

You need the attorneys, however, to go through your bylaws after you consult with your homeowners and parliamentarian for the content and format. The attorney keeps bylaws from running afoul with the state law or court decisions. Often the parliamentarian knows a lot about the state laws as well. They take great pride in their knowledge of and ability to use what they learn.

What this also means is that some attorneys are not happy with groups turning to parliamentarians. There are attorney groups that are now trying to demand that parliamentarians not be allowed to do anything with bylaws. Too many attorneys are losing money while groups turn to the parliamentarians, because of foolish their poor and ambiguous language looks, how much trouble it has meant for the association, and if they had to go to court, how foolish they all look,, because they trusted their attorney.

That’s not good for us as homeowners. If they succeed, we will not have the services of the specialists in the field. It will amount then to attorneys passing themselves off as professionals in parliamentary law and bylaws. However, the amount of money in Florida alone that is being bled from organizations that hire attorneys for their bylaws and running meetings is astronomical, and much of their advice is either wrong or biased by whoever pays them. If you get taken to court for faulty documents, you take the chance that your Board and the attorney will be thrown out of court and told not to come back until their documents are in good order. For those of you who know of Deep Creek Section 20, they went through a massive arbitration battle with their elections in 2005. It was a mess. The property manager was completely incompetent in running the meeting, as well the attorney, and the arbitrator made it a point to make it public what a mess it was.. He said the following in his ruling:

“Cursory knowledge of Robert’s Rules Of Order and the presence of the Board attorney are clearly not enough. “

A slap in the face for the entire Board and the attorney. He further said their election procedures were a disaster, and that they desperately needed either a professional management company or some outside experts to come do their elections, it was such a mess.

As for telling the parliamentarian what you want, of course! Be prepared, though, that if he or she thinks it not a good idea, that is from their special knowledge of it. They study bylaws in precise detail, and can prevent some disasters in your group. They will have suggestions on what will work and not work. But they should be willing to put what you want in there as long as it reasonable.

I mentioned proxies. Robert’s doesn’t like mail-in ballots either. But they are allowed. In fact, there was a legal ruling that mail-in ballots should not be allowed unless the bylaws allow them.

You can make a point of order at a meeting over many things. And if you have a quorum there, and get a majority to go with you. If not, the election can be challenged later. Also, if you don’t like your Board, you can get rid of them.

Hope that helps. Anything else, let me know. I usually check the msgs once a day.

Art

JoeW2,

This post should have gone under a new subject.

On the discussion topic page here you will find a search feature, type in Voting or voting members of members.

First you are making this much too complicated, unless you have special considerations.

Normally it is one vote /plat in an HOA. If you own two it is two votes, etc., etc.

Each plat owner/owners, are members, if you have six owners you have six members, that is, anyone having an ownership share of the property.

Each unit is required to sumit to the association office, one name for each unit that is assigned the vote. The vote can not be split or changed without a new submission of a name to the Board. Name on record has the vote.

Now, any member may have input to the board, can serve of committees but just can not vote.

In reality, the names on the deed are of no importance to the organization, other than for record keeping and notices if the Board desires. The Law normally considers any notification to the Vote holder is notification to all owners or whatever. That is an ownership responsibility, not a Board responsibility. To try and split vote, e.g. husband has 1/2 vote, wife 1/2 vote is not necessary or desired. That would mean if a unit was owned by ten families, then that vote would have to be cut twenty ways.....and also you would never be able to reach that kind of cooperation with a membership. If you have 200 units, you have 200 votes.........no more.....no less. If a unit does not vote on an issue it is usually considered a "No" vote, but there should be provisions specific to this in the By-laws.

When you rewrite, shoot for simplicity and cover any special stuff with provisions.

There is really no concern for the Board to worry about individuals feeling left out. The board has business to run, not mediate owners problems of ownership. All owners have to sign the same papers when they take ownership, any changes in ownership has to sent to the board and if any new ownership is contracted, new owners have to sign also.

In most states your signature demonstrates that the association has placed a lien on your property, no matter who owns it.

BobS, Whoever told you that, the next time you see them tell them bull.
They don't have to discuss names to talk about delinquies, or even mention names. My board is just like yours and they are just as full of it as your board.

Personal matters, legal matter and damn little else should be done in executive session. Evan then you should notify the membership of the reason to go into executive session and you should inform the memberships if any decisions were made.

Thousands of HOA hold open meetings, It is not possible to have closed board meetings and serve the membership.

Shame on them.