April 5, 2024

Lessons from Habitat’s Legal Talk Series: Bylaw Amendments for Co-ops and Condos

Home / Lessons from Habitat’s Legal Talk Series: Bylaw Amendments for Co-ops and Condos
If you want to understand how a co-op or a condo conducts its business, take a read of its bylaws. This document outlines how the board of directors must run the building — and like everything else in life, occasionally it needs a tune-up. The process of amending the bylaws varies slightly depending on whether it is a co-op, condo or homeowner’s association.


  • The amendment process. Most amendments to the bylaws require a vote of the homeowners, unit owners or shareholders, but some co-op bylaws may grant the board the authority to make certain amendments, though not all of them. Where the co-op board is able to amend a provision, it is typically done at a board meeting, and there are notice requirements for the board meeting. In other situations, amendments are put forth at a special meeting where a vote is taken. The bylaws will specify what percentage vote of shareholders and unit-owners is required, which is typically between 66 2⁄3% and 80%. The latter is common in condos — and a particularly tall order that requires a lot of effort and a lot of work by the board.
  • Reasons for bylaw changes. The decision to amend bylaws often stems from governance issues within the community. For example, to ensure responsible operations and financial management, the bylaws on election practices and policies are commonly updated regarding the qualifications for directors. If an individual is in arrears, the bylaws may be amended to say that person may no longer qualify to serve on a board or run as a candidate. In a condo, a common amendment occurs if the building wants to fund a project with a loan. Pursuant to the real property law, there has to be a power in the bylaws for the board to actually be able to take out that loan. And if that provision isn’t there, you have to amend the bylaws to get that power. (cont. below)
  • Strategic planning. Rather than attempting to overhaul an entire document, it’s better to focus specifically on the community’s pressing issues. This targeted approach increases the likelihood of success and community buy-in. For example, a community might amend their governing documents to include the right to collect legal fees when it is going after someone for a default, or when someone sues the community and doesn’t prevail. A broader overhaul of the bylaws is too cumbersome. If people don’t like one detail, they will vote it down, and if the document is 50 pages long, they aren’t going to read it. Conducting informational meetings and seeking community input before you notice an actual meeting to amend the bylaws can provide valuable insights and garner support. For example, an amendment on leasing restrictions to deter investor purchases might have more support if there’s transparency about why the amendment is being sought.
  • Bylaws and state laws. It is worth consulting with a specialized community association attorney to ensure compliance and avoid legal challenges when changing the bylaws. For example, there are some instances where bylaw changes might conflict with state laws. If you have a staggered board, and a board member resigns and the bylaws say the board has the right to fill that vacancy for the balance of the term, that would actually violate the law. Under the law, any new board member must be put up for election at the next annual meeting, and is allowed to fill the remainder of the term. Ensuring bylaw compliance with state laws helps the community avoid potential legal challenges.

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