Bylaws are intended to establish policies and procedures for governing a homeowner association. They establish qualifications for the election of directors, their number and term of office, their powers and duties, the appointment of officers, when and how meetings are to be held, quorum and voting requirements, the appointment of committees, and often related matters. Bylaws are not recorded, nor are they filed with the Secretary of State. Statements of Information and CC&Rs are filed with the California Secretary of State.

Unsigned Bylaws. Bylaws and articles of incorporation should be signed by the person who incorporates the association which is usually the developer or someone retained by the developer to establish the association. Sometimes, the documents were not signed as required. The lack of a signature does not invalidate the documents, but it can impact HUD/FHA and Fannie Mae's certification of the association for loans. If that happens, the current board of directors can ratify the existing documents as the official documents of the association and sign them. It should be done by board motion recorded in the minutes of the association. Boards should look at the last page of their bylaws and see if they are signed. If not, the board should adopt a resolution authorizing the president and secretary to sign the certification, which is then added to the bylaws.

Voting to amend or restate an association's bylaws requires use of the secret ballot, two envelope process~Homeowner associations commonly amend or restate their bylaws for one or more of the following reasons: (1) To create qualifications for board members, (2) To increase the number of directors, (3) To establish term limits for directors commencing at some future date, (4) To create staggered terms for directors, (5) To reduce the requirement to establish a quorum, (6) To eliminate the use of proxies, and (7) To establish the record date as the date the pre-ballot notices are mailed.

Many homeowner associations that have only 3 directors are amending their corporate bylaws to increase the number to 5. Some associations with 5 directors are increasing the number to 7.

There are several reasons community associations increase the number of board members or directors:

1. A larger number of directors results in a board that more closely represents the majority of the homeowners in the community.

2. When one or more directors are absent from a board meeting, the remaining directors (even if a quorum exists) is less likely to make decisions that reflect the majority of the homeowners.

3. A larger board tends to make more moderate and less extreme decisions.

Unless required by an association's bylaws or CC&Rs, officers are not required by law to be members of the board or members of the association.

It is highly recommended that associations check their governing documents before electing officers in order to determine any qualifications.

If your homeowner association's governing documents permit non-board members and non-owners to serve as officers of your association, you may want to consider an amendment to your governing documents.

 

Declaration of Covenants, Conditions and Restrictions (CC&Rs)

Suspension of Common Area Privileges