Q&A: Amending Our Bylaws and Board

By Charles A. Ryan

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Q Our board used to be nine members in the beginning but we made an amendment to reduce the size to seven members. Now we want to increase it to nine again because seven is not enough. Do we have to make another amendment?

—A Numbers Game

A “Some associations may amend their bylaws without unit owner approval while others require unit owner approval. This response assumes unit owner approval is required,” says attorney Charles A. Ryan, Esq of Franklin G. Pilicy. P.C. in Watertown, CT. “In order to legally change the number of board member positions for your association, the bylaws will need to be amended by an affirmative vote of the unit owners. Once the previous amendment to reduce the number of board members from nine (9) to seven (7) was adopted by the unit owners it became effective. The board of directors may not unilaterally return to nine (9) board members even though the bylaws originally required nine (9) board members. This applies to all amendments to association documents. The board of directors should first adopt the proposed amendment at a board meeting. The board would then submit the proposed bylaw amendment to the unit owners for their approval. The board of directors may also wish to include a statement as to why additional board members are needed.

“This will be particularly important if the individual board of directors are allowed to receive compensation from the association for acting as such. Some states, such as Connecticut (which substantially follows the Uniform Common Interest Ownership Act) allow for associations to conduct votes by ballot in lieu of a formal meeting. Such a voting process requires strict adherence to the statute that allows for it. However, depending on the size of the association, this may be an easy and inexpensive way to amend the bylaws and achieve the required nine (9) board members. In any event, it is clear that the association, through its unit owners, will need to adopt a formal amendment to the bylaws in order to have a nine (9) member board of directors instead of seven (7). The board of directors should refer to both state law and the bylaws in order to confirm the required number of votes needed and the procedures available to conduct a meeting and effect the requested amendment.”

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