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Can an HOA Change Bylaws Without Voting?

by Kay Bosworth

Condominium associations are legal entities governed by a master deed, bylaws and a set of rules called covenants, conditions and restrictions, or CC&Rs. The bylaws are established according to state statutes that govern condominiums. Typically, they are set up by the community’s sponsor or developer and enforced by a board of directors elected by the homeowners association.

Bylaws and CC&Rs

The bylaws deal with how the HOA is run, and they cover such subjects as how often meetings are held, the duties of board members, the number of people who serve on the board and voting rights of members. CC&Rs set the rules for the community, establishing such regulations as the size and number of pets allowed, noise, installation of satellite dishes and use of pools and other amenities. They also establish fines for violations.

Updating Bylaws

As time passes, certain bylaws may become irrelevant or obsolete. The board is responsible for periodic review of bylaws and CC&Rs to be sure they continue to reflect the needs of the unit owners as well as practical concerns such as enforceability. Changes in rules and bylaws also can come about in response to requests from unit owners.

Making Changes

The bylaws themselves outline how bylaw changes can be made. If, for example, the HOA board wants to change the number of meetings from monthly to twice a month, the bylaws must be amended to reflect that change. The standard procedure involves putting the amendment out for a vote by all the unit owners. The board may schedule a special meeting to discuss the proposed bylaws change, or unit owners who want more information about the proposal can ask that the board hold a special meeting. Bylaws may vary in the number of votes needed to pass an amendment, typically requiring two-thirds or three-quarters of the HOA membership. The vote can be taken by proxy ballot through the mail. A proposed change that fails to draw the required number of votes is not enacted.

Illegal Alteration

Some HOA bylaws allow the board of directors to change bylaws without a formal vote by the membership. However, as long as the existing bylaws of a homeowners association spell out the rules for voting on bylaws amendments and require a vote by members, any action the board takes to change the bylaws without allowing the homeowners to vote on the change is a violation. The board can't arbitrarily change bylaws without a vote. Such changes are not valid, and the board could be held liable. A board could seek to allow such actions to be taken without unit owner approval, but that amendment itself would have to be put to a vote of the HOA membership.

About the Author

As a long-time newspaper reporter and staff writer, Kay Bosworth covered real estate development and business for publications in northern New Jersey. Her extensive career included serving as editor of a business education magazine for the McGraw-Hill Book Company. The Kentucky native earned a BA from Transylvania University in Lexington.

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