Grand Landings Member Meeting

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At the last annual membership meeting, the incoming Board candidates claimed the proposed bylaws were not ready for a vote. This was despite several important facts:

• A bylaws committee, which included a sitting board member, had already completed the draft.  This process is common. 

• The community had reached quorum and was prepared to discuss, amend, and potentially ratify a version written with professional legal guidance.
   
• No specific flaws were identified during the meeting. Instead, we heard only vague comments suggesting the bylaws "weren’t ready."
   

Instead of working with the membership at that time:

• The incoming Board hired a new attorney. To our knowledge, this decision was not made during a publicly noticed meeting, and no formal vote was recorded in any meeting minutes.
   
• Months passed, and with them came delays and procedural issues.
   

In the end, the proposed changes were mostly minor, and some introduced unnecessary complexity and risk:

• Membership lost the right to vote on changes to board size.
   
• Officer roles were restricted in ways that could limit flexibility if volunteer participation drops.
   
• Provisions already covered in Florida law were copied into the bylaws, creating future conflict if the law changes.
   

These changes prompt a few fair questions:

• Why was a new attorney hired, and what did that accomplish?
   
• What improvements were made that justify the delay, the additional legal fees, and the lost momentum?
   
• Why weren't these minor changes addressed earlier, when quorum was already established and participation was strong?
   

By delaying the vote and restarting the process:

• We lost several months of progress.
   
• We incurred unnecessary legal expenses.
   
• We now face a set of bylaws that are not significantly better than the original and, in some areas, create new complications.
   
• Most importantly, the updated version lacks community consensus and was not developed through a transparent process.
   

We had a strong, community-driven draft ready to go. Instead of finalizing it with membership input, we are now left with avoidable confusion and ongoing concerns about governance.

Change in Management Company Address

The proposed version updates the management company’s address to:
Property Advisors Management
12724 Gran Bay Parkway W, Suite 410, Jacksonville, FL 32258
This is a minor administrative edit.

 Board Composition Control

• 2024-06-12 Version: The number of directors (between 3 and 7) could only be changed by a majority vote of the membership at a meeting with quorum.
   
• 2025-03-06 Version: The board can now increase or decrease the number of directors at any board meeting, without a vote of the membership, as long as the number remains odd.
   

• 2024 Version: Vacancies created by increasing board size were to be filled by the membership at the next meeting.
   
• 2025 Version: The board now has the authority to fill these seats by appointment, bypassing an election.
   

• 2024 Version: Resignations followed general language, deferring to state law.
   
• 2025 Version: Resignations are explicitly allowed via email and become effective on receipt or at a specified future date. They cannot be rescinded. This language duplicates Florida Statute 720.303 and adds redundancy that may lead to future conflict if laws change.
   

• 2024 Version: The President could also serve as Treasurer but not as Vice President or Secretary.
   
• 2025 Version: The President may not hold more than one officer position. This limits flexibility in case the association ever needs to compensate officers or if volunteer availability becomes limited. The prior structure allowed the President to take on additional administrative duties when needed.
   

• 2024 Version: Committees were mentioned with less detail.
   
• 2025 Version: Adds language preventing committees from spending funds without board approval. It also repeats Florida law regarding which committees must hold open meetings. Again, this mirrors state law and may cause issues if legal definitions change.
   

• 2025 Version Only: Adds new text allowing the board to suspend amenity use rights (excluding utilities and ingress/egress) for owners who are more than 90 days delinquent. While this adds clarity, this power already exists under state law. Including it in the bylaws could create unnecessary conflict if statutes are amended.

Under the proposed bylaws, the Board has the authority to increase its own size (for example, from five to seven members) and appoint individuals to the newly created positions without a vote by the membership.  Such a structure could allow the Board to maintain or extend its influence, particularly if there is community disagreement or pressure for change.

If an election is approaching and the Board anticipates losing influence, it could expand the Board preemptively and appoint like-minded individuals to fill the added seats. These appointees would then hold full voting rights, potentially preserving a majority voting bloc regardless of future election outcomes. While this scenario may not reflect current practice, it illustrates the type of imbalance that can result from unchecked appointment authority.

This structure reduces the membership’s role in shaping the leadership of the community, particularly during critical periods such as budget planning, assessments, or governance disputes. Homeowners may expect to elect their directors, and appointments made without open vetting or a vote could be viewed as diminishing the principle of representative governance.

Frequent or strategic changes to Board size, paired with immediate appointments, could cause instability or create confusion in leadership. Without additional checks, such as member ratification, this mechanism might be used to secure a preferred outcome or voting majority. Although the bylaws require an odd number of directors, that alone does not prevent perceived or actual concentration of power.

Appointed directors may not go through the same public nomination or vetting process as elected candidates. In a community where directors manage budgets, approve contracts, and enforce policies, lack of transparency in appointments could raise concerns about qualifications, potential favoritism, or conflicts of interest.

While these appointment powers appear to be permitted under Florida law and the current bylaws, the manner in which they are exercised could still give rise to claims of procedural unfairness. If used in a way that homeowners perceive as manipulative or exclusionary, it may erode trust and raise questions about whether the Board is fulfilling its fiduciary duty to act in the best interests of the community.

To illustrate potential consequences, here are examples of how such a structure could be used in ways that raise concerns. These are hypothetical and do not reflect accusations of current misconduct:

• Developer Influence Extension: After Declarant rights expire, a Board aligned with the developer expands its size and appoints developer-friendly directors, effectively extending influence beyond the intended transition period.
   
• Member Opposition Dilution: Following controversy or widespread member dissent (such as after a fee increase), the Board adds new seats and appoints supporters to outvote opposition at future meetings.
   
• Preferential Contract Approvals: A Board expands itself and uses its increased numbers to pass contracts favoring personal associates or preferred vendors, potentially without broader scrutiny.
   
• Proxy Voting Leverage: Combined with limits or inconsistencies in proxy voting, a Board could use appointments to change rules or voting structures in ways that reinforce its position.
   

This structural change reduces the community’s voice in determining the leadership of the HOA and increases the risk of governance outcomes that may not reflect the broader membership’s interests. While it may function effectively under a transparent and principled Board, HOA governing documents must account for potential misuse, not just current behavior. Governance rules should encourage balance, fairness, and community participation — especially where power can be self-expanded without direct member approval.

The proposed bylaws incorporate direct language from Florida Statute 720.303(2)(a), which governs committee transparency and authority. While this may seem beneficial, it creates a long-term risk if that statute is later amended. Florida laws can and do change. Embedding statutory language in bylaws can result in:

• Internal contradictions between the bylaws and current state law
   
• Confusion over which authority controls procedural decisions
   
• Delays in updating governing documents, which require formal amendment
   

For example, if state law is later amended to require more open committee meetings, but the bylaws reflect older, narrower language, the HOA could unknowingly act out of compliance. Alternatively, if the law becomes more permissive, the HOA may be unnecessarily constrained by its bylaws, leading to inefficiencies.

Bylaws should not rigidly codify language from active statutes. If the law changes, the Association may need to revise the bylaws to avoid conflicts. This creates a maintenance burden and legal uncertainty in the interim.

The bylaws should include a flexible reference clause such as:

“The establishment, powers, and meeting requirements of committees shall comply with applicable Florida law, as it may be amended from time to time.”

This approach ensures automatic alignment with current law and avoids the need for frequent bylaw amendments.

A blanket prohibition on one person holding multiple officer roles, such as the President also serving as Treasurer or Secretary, may create unnecessary constraints in small or less active communities. This could hinder the Board’s ability to fill required positions and lead to:

• Delays in fulfilling administrative duties
   
• Increased costs if the HOA must pay for services due to lack of volunteers
   
• Operational gaps, such as incomplete filings or recordkeeping
   

Unlike corporations or financial institutions, HOA officers often have limited direct authority. In Grand Landings, financial controls are managed by a third-party management company. Officers do not have check-writing privileges or unilateral power to spend Association funds. Major financial decisions should be discussed and voted on in public meetings, ensuring transparency.

To maintain flexibility while preserving oversight, a modified provision could be:

“No officer shall hold more than one office unless the Board determines by majority vote that the needs of the Association require otherwise.”
 

This approach allows the Board to adapt when needed without weakening governance integrity.

These proposed bylaw changes, while legally permissible in some cases, raise valid concerns about governance concentration, transparency, and procedural alignment with state law. The risks described are not guaranteed outcomes, but they are possibilities that prudent associations should proactively safeguard against. Governing documents must be designed not only for current leadership but also to protect the community from future misuse or misinterpretation.

Your vote matters more than you think.

In communities like ours, every single vote counts, especially when it comes to achieving quorum. Without quorum, nothing can change. No updated bylaws.  No improved governance. That is why we need your participation — not someday, but now.

We are at a turning point. The proposed version of the bylaws gives the Board the power to increase or decrease its own size and appoint new directors without a membership vote. That is a fundamental shift away from member control. If we want the community to remain in the hands of its residents, not just a few board members , we must pass a revised set of bylaws that puts those decisions back where they belong: with the membership.

Bylaw updates don’t happen often, usually every 3 to 4 years.  While we’re focused on the bylaws today, we should also be preparing to revisit our outdated Covenants, ARC guidelines, and other rules and regulations. These documents shape everything from home improvements to enforcement procedures. Now is the time to get active.

If there’s something in the proposed bylaws you disagree with — for example, the provision allowing the board to change its own size without a membership vote — you can speak up.

Attend the membership meeting, raise your hand, and make a motion to change it.
For instance:

“I move to amend the proposed bylaws to require that any change to the number of board members be approved by a majority vote of the membership, not just the board.”
 

That is how real change happens — not from silence, but from engagement.

Get to the meeting. Help us reach quorum. Bring a neighbor if you can.
And let’s have an honest conversation — as a community — about what kind of HOA we want to be.

Your vote matters. Your voice matters. Together, we can protect our community’s future.