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Subject: Bylaws question
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Author Messages
NolaL
(Washington)

Posts:2


02/11/2020 12:31 PM  
We have a small HOA in WA St with 32 lots. The original owners are now selling to new owners causing all kinds of questions (which is all good and shows how boards can be lulled into a sense of ‘don’t rock the boat’ and forget we have stay current).

Past board members decided to file the Bylaws with the county as they did the CCRs. They filed the Bylaws three times, each time stating they had a ‘majority’ of votes needed. Where the CCR amendments say they have the requisite 65% vote of lot owners.

When I asked members what the majority meant, the presiding board president at the time said they couldn’t get a 65 % majority of lot owners to approve so they counted the spouses votes at the meetings to approve the bylaws.

I have a few questions on our Bylaws. (Not covered in our CCRs)

1. Do bylaws need a 65 % vote to be enforceable/valid?

2. May bylaws be kept at the HOA without registering with the county?

3. How do you delete documents not filed legally? (Didn’t have the requisite majority vote of 65%) shouldn’t be there to confuse lot owners.

Thanks!
KerryL1
(California)

Posts:7052


02/11/2020 1:02 PM  
Usually bylaws state, often near the end, what must happen to amend them. Often it's an vote of owners with a simple majority of owners approving the amendments. But we've seen some at this site which may be amended only by a board vote.

What do you bylaws say?

Usually bylaws don't need to be recorded.
KerryL1
(California)

Posts:7052


02/11/2020 1:02 PM  
Usually bylaws state, often near the end, what must happen to amend them. Often it's an vote of owners with a simple majority of owners approving the amendments. But we've seen some at this site which may be amended only by a board vote.

What do you bylaws say?

Usually bylaws don't need to be recorded.
MarkW18
(Florida)

Posts:748


02/11/2020 1:25 PM  
Bylaws are not required to be recorded in Washington. They can, be not necessary.

You have an issue as, based on your post, those Bylaws are not valid. You can file a document referencing the Bylaw documents that they are not valid.
MarkW18
(Florida)

Posts:748


02/11/2020 1:27 PM  
BTW, the last set of Bylaws that either were properly voted on or the original are now your Bylaws. Any actions taken using the incorrect Bylaws are invalidated.
JohnC46
(South Carolina)

Posts:9323


02/11/2020 1:53 PM  
Nola

Typically Bylaws take 50% of all owners (I repeat, all owners) to change. Typically Covenants take 2/3rds of all owners (I repeat, all owners) to change. Typically Bylaws do not have to be filed as a deed restriction but Covenants have to be. Our Bylaws are filed.
AugustinD


Posts:2948


02/11/2020 3:35 PM  
Posted By NolaL on 02/11/2020 12:31 PM
When I asked members what the majority meant, the presiding board president at the time said they couldn’t get a 65 % majority of lot owners to approve so they counted the spouses votes at the meetings to approve the bylaws.
I love it.

Seriously though, like Kerry asked, what do your Bylaws say about what percentage of owners it takes to pass an amendment; who is an owner; and how many votes per lot are allowed?
NolaL
(Washington)

Posts:2


02/11/2020 6:20 PM  
Each version of the Bylaws say:

9.1 These Bylaws may be adopted, altered, amended or repealed, or new Bylaws may be adopted from time to time by a majority of the members of the Association at an annual meeting or special meeting called for that purpose.

All three also have a notarized signed letter attached saying ‘ We the undersigned, president and secretary of ABC HOA representing a majority of the lot owners, do hereby adopt the foregoing Bylaws of the ABC HOA.’
AugustinD


Posts:2948


02/11/2020 6:39 PM  
Posted By NolaL on 02/11/2020 12:31 PM
1. Do bylaws need a 65 % vote to be enforceable/valid?
From what you quoted subsequently, no.
Posted By NolaL on 02/11/2020 12:31 PM
2. May bylaws be kept at the HOA without registering with the county?
From looking at Washington's HOA statute and Washington's Secretary of State-Corporations site, I think yes. See
https://app.leg.wa.gov/rcw/default.aspx?cite=64.38
and
https://www.sos.wa.gov/corps/faq---how-do-i-get-copies-.aspx

Posted By NolaL on 02/11/2020 12:31 PM
3. How do you delete documents not filed legally?
If you are talking about not having the required majority vote (including counting spouses such that some lots had more than one vote per lot), your board could do it. Else if you cannot get your board to do it, then you could maybe (1) call the county clerk and see if they have any thoughts; or (2) consult an attorney. This really is a big deal, as owners new to the HOA are operating on the assumption that certain Bylaws are valid when in fact it appears they may not be.
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