Can an HOA Board Change Its Bylaws without Member Approval
It seems my HOA Board plans to change the Bylaws during a Special Meeting of Directors.
Excerpt from AoI Article XIV Amendment “Amendment of the Corporation Bylaws may be made by the Board of Directors of the Corporation subject to the amendment or repeal by the vote of not less than three fourths (3/4) of each class of members voting at a meeting at which a quorum is present.”
Doesn’t this statement require (or imply) that amendments to the bylaws require approval by the members during a Meeting of Members?
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Ron,
What this says is that the board can amend the bylaws but the members have the right to reject or further amend that provision in the bylaws by vote of the membership. The right to amend the bylaws is always specified in the bylaws themselves. Some say board only others say members only and then again some say either. Yours is a combination.
Dennis
Thanks for the response Dennis. Further research led me down that path. IMO boards shouldn’t be able to change Bylaws w/o Member concurrence. Our Articles have basically the same language as the Bylaws regarding Bylaw amendment. It appears to me that the Members could only take authority/control/power back by amending the Articles to disallow unilateral board bylaw amendments. I’m considering a campaign to get the Members to do so but don’t expect much luck. We just had our Annual Meeting (mostly board elections) where ~67 of 415 participated and 50% of those were absentee ballots. I wish Members cared more or paid more attention.
Ron,
While nothing is easy in these communities the law we got passed last session was specifically designed to make it easier to any homeowner to communicate and organize the other homeowners to take action and to work to persuade other homeowners of a story and position counter to the official line of the board.
Dennis