A Member’s Guide to Amending Governing Documents
There comes a time when every condo association is faced with amending its governing documents. The process can often be a lengthy one, with board members becoming frustrated and stressed out. Mitigating that stress can be as simple as understanding the procedures involved in making changes.
Governing Documents for Condo Associations
The governing documents for a condo association set out the rules, regulations, and other contractual obligations board members are bound by. In Florida, the governing documents are made up by the following documents:
- Declaration of Covenants
- Articles of Incorporation
- Rules and Regulations
When changes are necessary, instead of rewriting and/or replacing the governing documents completely, a condo association board should select a few key issues that must be updated and that they feel they can get support from the community. After all, the members’ vote is required.
The Amendment Process
The board members of a condo association should first determine the sections they wish to amend and determine the key points they wish to add. We recommend that a committee be established to help the Board identify outdated sections in the governing documents and help write basic ideas as to the changes they wish to see happen. The committee should only make recommendations to the Board and should have at least one (1) board member chair the committee. It is important to note that committees must hold their meetings under the same protocols for board meetings and minutes of the discussion should be kept.
If a committee cannot be established, then the board members themselves should act as a committee for this purpose. The goal of the discussions, at least initially, should be to write down the key ideas. Neither the committee or board members should attempt to write the actual language. That must be left to the Association’s attorney.
Once the Board has approved the basic principles they wish to amend, they should present it to the Association’s attorney so that he/she can draft the actual language and review the governing documents. There are several considerations that the association’s attorney should make. Such as:
- The proper procedures for amending the documents
- Which document needs to be amended and the voting requirement
- The notices required in accordance with the governing documents and Florida Statutes
- The manner in which the voting process will take place, i.e. written or electronic
Each governing document may have provisions that are vastly different from the others, including the required number of votes to make the amendment binding. In addition, the rules and regulations that govern one South Florida association may be substantially different than another’s, including those in the same neighborhood.
Getting Amendments Approved
Amendments to the condo association governing documents use legal language that can often be hard to understand by its members, most of whom are likely not attorneys themselves. To help ensure the successful passage of an amendment, the condo, and its attorney prepare correspondence to explain the amendments that is as easy as possible to understand.
Once drafted, the board’s attorney will let you know which areas of the governing documents need to be amended, how many votes are needed to pass it, and so on. Sometimes they’ll write a detailed summary of the amendment for members. They’ll also help you prepare a notice to condo members announcing the meeting to be held to vote on the amendments.
Then the hard work begins. In order to successfully pass an amendment, the board members must put forth time and energy to acquire the necessary votes. Owners generally ignore these notices or are too busy to submit their votes. As a result, Board members should knock on doors, make phone calls, and enlist owners’ help to get the necessary votes. Without the Board members’ active participation, the amendments will not pass.
For a condominium association, effective governing documents are essential for its successful management and financial well-being. A regular review of the governing documents helps ensure their timeliness and continued functionality by eliminating provisions that have become outdated or contrary to current law.
While the process for amending governing documents can be difficult and time-consuming, wise associations understand that ignoring outdated provisions or avoiding implementing important changes are not in the condo’s best interests. Following these steps should help you get the votes you need to see these vital amendments passed.