Board-Approved Amendments. Both the board of directors and the membership have the authority to amend the Bylaws. The Davis-Stirling Act gives boards the power to unilaterally amend the bylaws (as well as the CC&Rs) without a membership vote to eliminate discriminatory language and revise references to outdated statutory references in the Davis-Stirling Act. (Civ. Code § 4225 and Civ. Code § 4235.)
In addition, in the absence of any provision in the bylaws limiting amendment powers solely to the membership (Corp. Code § 7150(c)), boards have discretion to amend bylaws without a vote of the membership (Corp. Code § 7150(a)) unless the amendment would:
- Materially and adversely affect the rights of members as to voting, dissolution, redemption, or transfer;
- Increase or decrease the number of members authorized in total or for any class;
- Effect an exchange, reclassification or cancellation of all or part of the memberships; or
- Authorize a new class of membership.
- (or would make other types of changes as specified in Corp. Code § 7150(a).)
Membership-Approved Amendments. The voting requirements for membership approval of bylaw amendments and restatements are normally found in an association's bylaws. In the event the bylaws fail to include an amendment provision, they may be amended by a majority of those members voting once a quorum has been established. (Corp. Code § 7150(b).)
1. Initiated by the Board. Amendments to the governing documents are almost always initiated by the board of directors.
2. Secret Ballot. Voting must be done by secret ballot (Civ. Code § 5100(a).) in accordance with written election rules. (Civ. Code § 5105(a).) Unless an association's governing documents provide otherwise, balloting may be done entirely through the mail, with no voting at a meeting. However, counting the ballots is still done at an open meeting so members can observe the counting process. Because voter turnout is a problem, boards can extend the voting period one or more times as needed.
3. Effective Upon Notice. Bylaw amendments and restatements are effective upon notice to the membership. Unlike CC&R amendments, bylaw amendments do not need to be recorded to be effective, nor do they need to be filed with the secretary of state.
Court-Approved Amendments. To seek court approval of bylaw amendments/restatements, a petition needs to be filed under Corporations Code § 7515.
Amending CC&Rs. For more information, see Amending CC&Rs and see Amendments & Restatements.
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