Bylaws may be amended according to the procedures and voting requirements contained within the bylaws. When the bylaws do not contain provisions for their amendment, they may be amended by approval of a majority of the members at a meeting where quorum is present. (Corp. Code § 5034; See Corp. Code § 7150(b); See also Corp. Code § 7512(a) (subject to limitation, “[o]ne-third of the voting power, represented in person or by proxy, shall constitute a quorum at a meeting of members”).)
“(1) Materially and adversely affect the rights of members as to voting, dissolution, redemption, or transfer;
(2) Increase or decrease the number of members authorized in total or for any class;
(3) Effect an exchange, reclassification or cancellation of all or part of the memberships; or
(4) Authorize a new class of membership.” (Corp. Code § 7150(a).)
Additionally, the bylaws may restrict or eliminate the board’s ability to adopt, amend, or repeal any or all portions of the bylaws. (Corp. Code § 7150(c).)
Amendment by Membership
Where a proposed bylaw amendment will require approval from the association’s membership, voting to approve the proposed amendment must be conducted by secret ballot. (Civ. Code § 5100(a); See also “Balloting Requirements & Procedures.”)
- Corporations Code Section 7512. Quorum at Meeting of Members.
- Corporations Code Section 7150. Bylaw Amendment, Adoption or Repeal.
- Corporations Code Section 5034. “Approval by Members” Defined.
- Civil Code Section 5115. Ballot and Voting Procedure.
- Civil Code Section 5100. Elections Held by Secret Ballot.
Related Case Law
- Cobb v. Ironwood Country Club
(2015) 233 Cal.App.4th 960
[ADR; Bylaws Amendment] An amendment to the Bylaws by the HOA incorporating an arbitration provision does not bind ongoing disputes and accrued claims.