Amendments to Bylaws

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”).)

Amendment by Board
Certain provisions of the bylaws may be amended by the board without membership approval. (Corp. Code § 7150(a).) Such amendments are valid unless they would:

“(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.”)

No Recording Requirement; Effective Upon Notice
Unlike amendments to the declaration, bylaw amendments are not required to be recorded and are effective upon notice to the membership.