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BYLAWS DEFINED

Purpose. Bylaws establish policies and procedures for the governing of an association. They set qualifications for the election of directors, their number and term of office, their powers and duties, the appointment of officers, when and how meetings are held, quorum and voting requirements, appointment of committees, etc.

Unrecorded. Bylaws are not recorded nor are they filed with the Secretary of State. However, "Statements of Information" are filed with the State.

Unsigned. Bylaws and articles of incorporation are supposed to be signed by the person who incorporates the association (normally the developer or someone retained by the developer to set up the association). Sometimes the documents do not get signed. The lack of a signature does not invalidate the documents but it can impact HUD/FHA and Fannie Mae certification of the association for loans. If that happens, the current board of directors can "ratify" the existing documents as the official documents of the association and sign them. It should be done by board motion recorded in the minutes of the association.

Recommendation: Boards should look at the last page of their bylaws and see if they are signed. If not, call your legal counsel and ask him/her to prepare a certification. Then, adopt a resolution authorizing the president and secretary to sign the certification. Staple that certification to your bylaws. You don't need to record your bylaws nor do you need to redistribute them to everyone in the association. 

ASSISTANCE: Associations needing legal assistance can contact us. To stay current with issues affecting community associations, subscribe to the Davis-Stirling Newsletter.

Adams Stirling PLC