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giving notice


Guest Norm Mikalac

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Guest Norm Mikalac

Last year, our Board did not want to change our condo bylaws, which I did, so I gave notice at the last owner meeting that at the next owner meeting I would move to revise the bylaws. That next owner meeting will be held in September. There are 310 owners. Since I gave the notice and will make the motion, is it my responsibility to see that all 310 owners have a copy of the current bylaws and my revised bylaws before the meeting? [There is nothing in our bylaws on this subject.]

 

Assuming that the anwer to my last question is "yes", can I send the current and revised bylaws as attachments to an email to the owners so that I will not incur too much duplicating and postal mail expense? (A few owners have no email, so I presume that I would have to mail those.) [There is nothing in our bylaws on this subject.]

 

Thanks for your responses.

 

Norm

 

 

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Well, what DO your bylaws say about amending? (Not that we'll interpret it here for you, but it might help to know)  And bear in mind a "revision" is just a large-scale version of amending, typically covering many Articles/Sections as opposed to a singular amendment of one small section.  As for what RONR says:

 

"The bylaws should always prescribe the procedure for their amendment, and such provision should always require at least that advance notice be given in a specified manner, and that the amendment be approved by a two thirds vote. If the bylaws contain no provision for their amendment, they can be amended by a two-thirds vote if previous notice (in the sense defined on page 121) has been given, or they can be amended by the vote of a majority of the entire membership." (RONR 11th Ed, p. 580 ll. 25 - p. 581 l. 7)

"A requirement of previous notice means that announcement that the motion will be introduced—indicating its exact content as described below—must be included in the call of the meeting (p. 4) at which the motion will be brought up, or, as a permissible alternative, if no more than a quarterly time interval (see pp. 89–90) will have elapsed since the preceding meeting, the announcement must be made at the preceding meeting. The call of a meeting is generally sent to all members a reasonable time in advance, which may be prescribed in the bylaws." (RONR, 11th ed., p. 121, ll 23-32)"


RONR does not specify what constitutes a "reasonable time in advance.

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Guest Norm Mikalac

There is nothing in our bylaws about bylaws revision specifically, except that a quorum for that purpose is 51% of the owners and it takes 51% of those to approve the bylaws.

 

I was afraid that I would have to incur a lot of expense for this revision. I could attempt to finesse the mailing requirement on the unsophisticated owners by emailing the current and revised bylaws, and see what success I have using this subterfuge. OTOH, I probably will not make the motion after all, leaving my revisions as amendments to the bylaws for another day when the Board decides to revise them.

 

Norm

 

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Guest Norm Mikalac

"According to RONR pg. 596, if your bylaws specify that notice is to be sent with the call of the meeting, it is the organization that is responsible for the cost of sending it, not the individual member."

 

I don't see this provision in the bylaws. Below is an exact quote of what is said about the subject in the bylaws.

 

Norm

 

AMENDMENTS

          13.1. Procedure for Amending. These By-Laws may be altered or repealed, or new By-Laws may be made at any meeting of the Association duly held for such purpose, and previous to which written notice to Owners of the exact language of the amendment or of the repeal  shall have been sent, a quorum being present, by an affirmative vote of fifty one (51%) percent of all the Members in good standing and entitle to vote at a duly called meeting at which a quorum is present. A quorum for the purpose of amending the Bylaws shall be fifty-one (51%) percent ofl all the Members in good standing and entitled to vote; provided, however, that mail votes may be required or permitted pursuant to Sec. 3.9, in which case those Members submitting mail votes shall be counted in determining the existence of a quorum. AS AN ALTERNATIVE, the Board in its wisdom may order a "Mail Ballot" vote to alter or repeal an amendment(s). A majority (51%) percent of all the Members in the Condominium Association is required to approve or repeal an amendment.

or omission.

 

 

 

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Because your bylaws are silent on this matter, you will unfortunately have to mail the current and proposed revised bylaws to the members in the call of the next meeting; use of e-mail must be specifically authorized in the bylaws.

 

Ron, why would the current bylaws need to be sent with the notice of a revision since the current bylaws are never pending?

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Guest Norm Mikalac

Here is another question that I have on this subject. From the bylaws (see previous post): "These By-Laws may be altered or repealed, or new By-Laws may be made at any meeting of the Association duly held for such purpose, and previous to which written notice to Owners of the exact language of the amendment or of the repeal  shall have been sent,  ..." .

 

When I gave notice at last year's annual owner's meeting, I said, "I give notice that I will move to amend the bylaws at the next owner's meeting". (I also gave 2 hard copies to the Secretary, one to be kept with the minutes and one to be kept in the management office for perusal and/or copy by any owner. I also emailed my revised bylaws to the owners right after the meeting so that they would know what I was up to.) I worded my notice this way thinking that this meeting would be a special meeting that the Board might convene in the meantime for that purpose, or if not, at the next annual owner's meeting, at the latest. (Convincing 25% of the owners (per bylaws) to insist on a special owner meeting would be equivalent to herding 80 cats.) However, the highlighted phrase in the above quote worries me. Could those words be interpreted to mean that the bylaws must be revised ONLY at a special meeting "duly held for such purpose" and CANNOT be at the annual meeting?

 

Thanks again for your help.

 

Norm

 

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I'm afraid the interpretation of that bolded phrase in your bylaws is going to be up to your organization. To me, it's sufficiently ambiguous to allow more than one interpretation. It certainly could refer to a special meeting only at which the bylaws amendments are a properly noticed item of business, but I think it could also be read to mean that any properly called regular, including your annual meeting, for which the required prior notice of the proposed amendment was given could be considered " any meeting of the Association duly held for such purpose".

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Guest Norm Mikalac

"George, because the proper layout is to show the current bylaw(s), the portion to be struck out or added, and then how the end result would look."

 

Assuming for the time being that I go ahead with my revision, this would be a good place to get experienced recommendations on how to present the current and revised bylaws to make it easier for the owners to understand them. (BTW, the entire 49 pages (double-spaced lines) of the bylaws must be changed because much of the verbiage is about the condo developer who has finished his work. I also want to change Board powers. The Board is not interested in my revision. They inherited extraordinary powers under the current bylaws because the developer wanted it that way when he controlled the Board; he didn't want any interference from pesky owners as he went about his work. Now that the developer is gone, I want to give some of the Board powers to the owners.)

 

Anyway, this is my presentation plan that I need critiqued:

 

I provide the owners with 3 hard copy documents:

 

1. hard copy of the current hard copy bylaws (no digital version can be found). Color is black.

2. hard copy of an MS Word copy of the current bylaws with the unchanged verbiage in black, redlining of the excised verbiage, blue bold additions, followed by {bold explanatory comments in purple in braces}.

3. hard copy of the proposed revised bylaws in black (from MS Word version).

 

Comments?

 

Norm

 

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Looks to me that that is about as informative, and member friendly, as you can get.

 

Good luck. 

 

I trust the chair realizes that, since this is a "General Revision", ANY portion of the "new" bylaws is subject to amendment without any previous notice required, not just the colored strike and insert portions. P. 593.

 

I trust, with 49 pages of original  bylaws (really?), there are far more strikeouts than insertions in your proposed document. ;)

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Guest Norm Mikalac

"I trust the chair realizes that, since this is a "General Revision", ANY portion of the "new" bylaws is subject to amendment without any previous notice required, not just the colored strike and insert portions. P. 593."

 

When I gave notice, I made it clear to the owners that any part of my revision can be amended by any one of them during the process and I would  say so again before beginning the process. I definitely want to relieve them of any apprehensions that they had to "take it or leave it". Per Robert, sections would be read, discussed and voted upon seriatim and then open to further amendments after section voting.

 

"I trust, with 49 pages of original  bylaws (really?), there are far more strikeouts than insertions in your proposed document."

 

The original (#1) 49 pages is double-spaced and heavily indented.

If I single-space my revisions (#2), which includes all of the old and all of the new, and reduce the indentation, that should be about 49 pages too.

If I single-single the new bylaws (#3)  (no old verbiage) and reduce the indentation that should be about 30 pages.

 

Norm

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Them's a LOT of bylaws  --  but I have seen worse....

 

Obviously drawn up by the developer's lawyer with lots of verbiage on insurance, financials, references to NJ laws, etc. And plenty of obscure legalese like "affectuate the collection of" instead of "collect", so it's a mess.

 

Thanks, everyone, for your astute and helpful comments.

 

Norm

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