Another by-laws revision update

Thanks to those who submitted questions about the by-laws revision. We are posting the answers below. Most importantly, however, we have an update on the revision process after discovering a line item in the amended by-laws and declarations for the CCRs filed in 1990 states that the by-laws must be amended by 2/3 of the members (not necessarily those present). We were previously focused on Article VIII of the current by-laws which states that we only need a two-thirds majority of those voting in person or by proxy. The amendment to the CCRs in the merger document further restricts any updates to all members consenting.

Section 3: The membership shall have the right to adopt, amend or repeal by-laws of the Association, for the purpose of directing and managing the affairs of the Association. The adoption, amendment or repeal of by-laws shall require the consent of two-thirds (2/3) of the members.

Our legal advisor, Mr. Isaac Anderson, has commented that this is extremely unusual that the CCRs would control the by-laws, especially through an amendment, but it is permitted and therefore supersedes the by-laws. This is yet another reason that the officers feel the documents should be cleaned up into one process!

In addition, the original by-laws state that the membership has to be provided the amendment in writing (which we did) and that any agenda must be posted at least one week ahead (which we did) but that the amendment must be submitted at a general membership meeting. This significantly slows down any process to require us to wait three more months to approve any changes.

What does this mean? First, consent is not the same as a vote. However, in order to be completely above board in this effort, Mr. Anderson has advised that we do the following:

• Provide the proposed by-law amendment to the membership at today’s meeting (digital copy is appropriate, we do not plan to provide printed copies).
• Plan to vote on the proposed by-laws at the next general membership meeting, which is October 17th.
• Allow for proxy votes in advance of this meeting so that we have a better chance of receiving the required two-thirds of members. Include the words “I consent” in the voting form so there is no objection regarding consent. (Proxy votes and consent forms can be digital.)

So, we need your help! We’ll take questions at the meeting today, and then vote officially between now and October 17th. The officers will have Mr. Anderson review the digital proxy voting form so everything is legal and correct, and then distribute it digitally and send reminders until we have a majority of homes who have voted!

Q&A from the previous by-law review form:

Question 1 – New by-laws article 3, item 4: Why does it take 1/2 of the members to call for a special meeting, when it only takes 1/8 to form a quorum to vote on business?

Reply: When the members call a special membership meeting instead of the board, that usually means the members are dissatisfied with the board’s performance and want them fired immediately.  Requiring a majority of the members to sign a petition will ensure that a minority of the members cannot usurp control over a board they disagree with.

Question 2 – New by-laws article 4, item 1: Speaks to “articles of incorporation” and “the declaration,” what are these and where can they be found?

Reply: Articles of Incorporation are filed with the State of Washington. We have located a digital copy of ours, which you can view here. The Declaration is the document filed with Kitsap County. It is referenced in the merger document as “A Declaration of Covenants, Conditions and Restrictions for Strawberry Hill, P.U.D. dated October 17, 1978 has been recorded in the Kitsap County Auditors Office, No. 7810310109” and we believe it to be this one that we have in our files. The document is too old to have an image available in the Kitsap County public records search (although it appears in the search with the correct information), so we have requested a paper copy to ensure it’s the correct one.

Question 3 – Is there a link or RCW# governing the establishment of the non-profit Association?

Reply: The statute controlling nonprofit corporation is RCW 24.03A. There are also additional laws regarding HOAs scattered throughout Washington State regulations, but this is the main section.

We hope to see many of you at today’s HOA sponsored barbecue in the park! We will have a much shorter agenda. 😉