Notary Required HELP!

[Guest Michelle]

 

I am at a loss on where else to turn.  Our community is having our annual election soon.  In addition we are also voting on having a bylaw changed.  Our legal team is telling us that the ballots will required to be notarized & witnessed because our governing documents state “the instrument signed by”. I have argued because the verbiage the instrument signed by means "an instrument (legal document) signed (signature) by the owners (homeowner)  No where in our governing documents does it state notarized.  Legal is stating this verbiage means ALL the homeowners need to have it witnessed / notarized.  She is stating  “the instrument signed by” is the amendment.  In order to be recorded, the signatures on the recorded document must be witnessed and notarized. This is a different procedure than a vote that is attested to via a Certificate of Amendment.  I know the Certificate of Amendment is the more common mechanism.” Our management company is saying " I agree with your break down of wording, "an instrument (legal document) signed (signature) by the owners (homeowner). The way I read that though is that each owner signs the amendment and therefore all their signatures need to be notarized to be properly recorded. If your docs were more of the norm where a Certificate of Amendment is all that is required, then the board can sign on behalf of all whom voted in favor of it and a single notary for the board’s signature on the Certificate would satisfy the recording. The difference is that we are not conducting a membership vote during a properly notified Members’ meeting to determine if we should amend the docs. Instead the owners are taking it upon themselves to amend the docs. Each of their notarized signatures will be counted and recorded as such.  I am keep getting resistance from my management company regarding this. I have contact 4 other legal professionals regarding this and they all state the same as I have.  However my management company is STILL saying per our Legal / our governing documents require a notary, which they do not because they do NOT state it in the documents.  I have explained the ONLY notarization/witness that will be required is ONCE it passes the President / Secretary will have to sign, have witnessed & notarized and then filed.  I am at a loss right now.  I know with out a doubt at least 98% of our community will NOT have it notarized.   Management is saying if they are not notarized then their vote will not count.  We have been working on this amendment for over a year and half and I am beyond angry that what our community wants as a whole will not happen because of misinterpretation by our legal team/management company.  Any words of advice?

[Josh Martin]

21 minutes ago, Guest Michelle said:

I am at a loss on where else to turn.  Our community is having our annual election soon.  In addition we are also voting on having a bylaw changed.  Our legal team is telling us that the ballots will required to be notarized & witnessed because our governing documents state “the instrument signed by”. I have argued because the verbiage the instrument signed by means "an instrument (legal document) signed (signature) by the owners (homeowner)  No where in our governing documents does it state notarized.  Legal is stating this verbiage means ALL the homeowners need to have it witnessed / notarized.  She is stating  “the instrument signed by” is the amendment.  In order to be recorded, the signatures on the recorded document must be witnessed and notarized. This is a different procedure than a vote that is attested to via a Certificate of Amendment.  I know the Certificate of Amendment is the more common mechanism.” Our management company is saying " I agree with your break down of wording, "an instrument (legal document) signed (signature) by the owners (homeowner). The way I read that though is that each owner signs the amendment and therefore all their signatures need to be notarized to be properly recorded. If your docs were more of the norm where a Certificate of Amendment is all that is required, then the board can sign on behalf of all whom voted in favor of it and a single notary for the board’s signature on the Certificate would satisfy the recording. The difference is that we are not conducting a membership vote during a properly notified Members’ meeting to determine if we should amend the docs. Instead the owners are taking it upon themselves to amend the docs. Each of their notarized signatures will be counted and recorded as such.  I am keep getting resistance from my management company regarding this. I have contact 4 other legal professionals regarding this and they all state the same as I have.  However my management company is STILL saying per our Legal / our governing documents require a notary, which they do not because they do NOT state it in the documents.  I have explained the ONLY notarization/witness that will be required is ONCE it passes the President / Secretary will have to sign, have witnessed & notarized and then filed.  I am at a loss right now.  I know with out a doubt at least 98% of our community will NOT have it notarized.   Management is saying if they are not notarized then their vote will not count.  We have been working on this amendment for over a year and half and I am beyond angry that what our community wants as a whole will not happen because of misinterpretation by our legal team/management company.  Any words of advice?

No, I don't think we can provide any advice on this matter. The question here involves interpreting your organization's governing documents (and possibly also applicable law), not RONR.

All I will say on this matter is that 1) no rule in RONR requires anything to be notarized, and 2) so far as RONR and the parliamentary law is concerned, the membership is the ultimate judge of the meaning of the society's bylaws.

Edited October 2, 2020 at 01:58 PM by Josh Martin