Our bylaws currently read in part, “…Upon expiration of the Class ‘B’ Control Period, the Lot Owners will elect three (3) directors, who will then elect a President, Vice President, Secretary and Treasurer. Thereafter, the number of directors on the Board may be increased upon approval of a majority of the members, provided that there shall always be an odd number of directors…”
The secretary of the HOA told me that, given the way that the bylaws are worded, the vote by the homeowners does not require that the bylaws be amended. I say that if the homeowners voted to amend the bylaws, then the bylaws have to be amended since that’s what the homeowners approved. Perhaps, what we need to find out is exactly what was presented to the homeowners for approval, increasing the size of the board or amending the bylaws. Signed, E.A.
The provision you provided looks very similar to those found in countless other condominium and HOA bylaws. It states that increasing the number of directors requires “approval of a majority of the members.” Not an amendment of the bylaws. What would be the point of including such language, if increasing the number of directors required amending the document, itself? If that were the case, the provision would simply say the number of directors, and the owners could then change that number by amending the language of the paragraph. We agree with the secretary of your HOA. The number of board members can be increased to a larger, odd number by a simply vote of a majority of members. Note, however, based on the language you provided, an actual majority of members is required to assent, not just a majority of a quorum present at a meeting. That’s actually a fairly high standard.
The bylaws of our HOA contain a provision that reads, “All agreements, contracts, deeds, leases, checks, and other instruments of the Association shall be executed by at least two (2) officers or by such other person or persons as may be designated by resolution of the Board.”
I say that this means that the Board may designate another person, or other persons, to sign documents, and that the Board may designate only one person to perform the function. A neighbor believes that this provision means that there shall always be two signatures, but that someone other than an officer, e.g. another director who is not an officer, may be designated to perform this function. Am I reading this provision of the bylaws incorrectly? Signed E.A.
On this one, we agree with you. On the basis of the limited language you’ve provided, the “or” provides an alternative to the two required officer signatures. So, contracts may be signed by two officers, or by a person, or more than one person, as the board designates by resolution. If the provision was intended to be as suggested by your neighbor, it would state, instead, that the listed documents “shall be executed by at least two persons, either by two (2) officers, or by such other persons as are designated by resolution of the Board.” Based on the language, we think it was probably intended to be as you surmise. The reason such language is found in documents is to allow a board to authorize a property manager to sign checks and contracts (sometimes necessary in communities made up entirely of transient or investor owners). That said, as a matter of good association practice, we strongly recommend that all of those documents be signed by two corporate officers, especially checks. To do otherwise would invite a far greater risk of fraud and theft of association funds.