Adams Stirling PLC


Approval Requirement. 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).)

Boards can amend bylaws to correct typographical errors in the text and amend specific provisions pursuant to other statutory authority, such as:

Notwithstanding any other provision of law or provision of the governing documents, if the governing documents include a reference to a provision of the Davis-Stirling Common Interest Development Act that was repealed and continued in a new provision by the act that added this section, the board may amend the governing documents, solely to correct the cross-reference, by adopting a board resolution that shows the correction. Member approval is not required in order to adopt a resolution pursuant to this section. (Civ. Code §4235(a).)

Unless restricted by the bylaws (Corp. Code §7150(c)), certain elements of the bylaws can also be amended by the board, unless the amendments (i) materially and adversely affect the rights of members as to voting, dissolution, redemption, or transfer; (ii) increase or decrease the number of members authorized in total or for any class; (iii) effect an exchange, reclassification or cancellation of all or part of the memberships; or (iv) authorize a new class of membership. (Corp. Code §7150(a).)

Initiated by the Board. Amendments to the governing documents must be initiated by the board of directors.

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 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.

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.

Information. For more information about amending governing documents, see Amendments & Restatements.

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