Action Without Meeting.

I composed a ballot amendment form pursuant to By-Laws Article III SECTION 12. ACTION WITHOUT MEETING - Any action required or permitted to be taken by the OWNERS may be taken without a meeting if the number of the OWNERS required by the DECLARATION, these BY-LAWS or applicable law consent in writing to the adoption of a resolution authorizing such action and the writing or writings are filed with the records of the ASSOCIATION

If 2/3rds of the Homeowners are required to amend the By-Laws, then does that mean 2/3rds of ALL Homeowners in the association, OR does it mean 2/3rds of the votes that would typically be cast at a meeting at which a quorum is present. Our HOA is made up of 126 Homeowners and our quorum is half (63).

Any help or comment is much appreciated, thanks!

Mark,

Expecting that your Association must comply with NY Not-for-profit corporation act (if not, tell which act you would fall under), per section § 614. Action by members without a meeting see: https://www.nysenate.gov/legislation/laws/NPC/614

You need unanimous consent for an action without meeting. It is possible that your Bylaws are in conflict with this law (however, I did not do a whole lot of research into it).

I suspect 2/3rds of all homeowners means the number of homes in the community, aka 75%, aka 95 (I rounded up from 94.5). That works if there’s one vote per unit, but what if you have two or more owners? Do all the owners of that unit get to cast a vote or do they need to decide among themselves how the one vote for the house is cast (that’s how we do it in our community). This is one of several things you'll need come correct with, because if you don’t, someone might sue and the judge rules the amendment YOU wrote is funky and therefore must be tossed.

Backstory might also be useful – what happened to bring this issue up in the first place? It's ok to propose amending the Bylaws, but since we’re talking about how the association is run, this isn’t something you should vote on as casually as deciding what color to paint the new community sign. If changing bylaws is important enough to require 2/3rds approval by the homeowners, it should be important enough to hold a meeting and people show up (no hiding behind proxies, which cause their own drama) to discuss the change and why it’s important so they can make an informed decision. This isn’t the same as a quorum – your quorum is 63 or half of the homeowners. That’s fine for board elections or special homeowner meetings (sometimes held to recall said board members!)