Outdated Governance

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Outdated Bylaws and Covenants: Why They Matter and Why Your Voice Matters.

Background

The Grand Landings HOA Bylaws and Covenants were established in 2007, during a time when the community was managed by the original developer. In 2014, control transitioned to a new developer, yet the governing documents were never reviewed or updated to reflect this leadership change, the matured community, or the evolving legal requirements set forth by Florida Statutes.

This lack of attention indicates either oversight or poor planning, leaving us with documents that no longer meet the needs of a homeowner-led community. To exacerbate the issue, the version of the Bylaws currently available to members is incomplete, with an entire page (Page 2) missing from the recorded version. This raises concerns that crucial provisions governing the Board’s powers, membership rights, and procedural rules may be omitted or misapplied.

Purpose of the Governing Documents

The Bylaws, Covenants, Conditions, and Restrictions (CC&Rs), along with the Rules & Regulations, provide the legal framework for how our community is governed.

These documents:

• Define the powers and limitations of the Board of Directors.
• Set homeowner rights and responsibilities.
• Establish rules for meetings, elections, and financial accountability.
• Guide property maintenance standards and architectural controls.

Without regular updates, these Bylaws and Covenants lose relevance, leaving the community vulnerable to legal noncompliance, mismanagement, and unnecessary disputes.

Current Conflicts with Florida Law

Since 2007, Florida Statutes (Chapter 720) have evolved, yet our Bylaws have not kept pace.

Some known conflicts include:

• Board Meeting Notices: The Bylaws only require posting a notice 48 hours in advance. Florida law now mandates additional notice methods, such as email, if the member consents (720.303(2)(c)).
• Director Removal: The Bylaws outline a removal process that does not fully comply with the streamlined procedures detailed in Statute 720.303(10).
• Electronic Communication & Records Access: The Bylaws predate digital communication. Florida law now ensures that owners have the right to access HOA records digitally upon request, yet our Bylaws are silent on this matter.

These inconsistencies create governance risks, diminish transparency, and may undermine homeowner confidence in the Board’s actions.

Why We Must Update the Documents

Our governing documents should:

• Reflect current Florida laws.
• Incorporate modern standards for transparency, accountability, and homeowner rights.
• Ensure the HOA functions efficiently in today’s digital age.
• Protect all homeowners by minimizing legal exposure caused by outdated provisions.
• Restore missing content and eliminate any ambiguity introduced by the incomplete Bylaws.

Operating under a flawed and incomplete set of documents jeopardizes our HOA and, by extension, our property values. By updating the Bylaws and Covenants, we ensure that every homeowner has access to a complete, compliant, and transparent governance framework.

The Role of the Membership

Changes to our governing documents cannot occur without homeowner involvement:

• Amending the Bylaws requires approval from 30% of the entire membership.
• Amending the CC&Rs requires approval from two-thirds (2/3) of all homeowners.

These thresholds are established to ensure that no significant changes are made without substantial community support. It is every homeowner’s right and responsibility to:

• Stay informed about proposed changes.
• Ask questions and seek clarity.
• Engage in discussions and community meetings.
• Exercise your vote when changes are proposed.

 Why Member Involvement Is Critical

Updating our documents without full membership engagement would only replicate past mistakes. Member participation guarantees that:

• The community’s best interests are represented.
• The governance model reflects current and future needs.
• Decisions are transparent and democratically supported.

How You Can Help?

• Review the current Bylaws, CC&Rs, and Florida Statutes to understand your rights.
• Attend HOA meetings and stay engaged in discussions about governance.
• Vote when changes are proposed to modernize our documents.
• Ask for transparency from the Board on all governance matters.

By participating, you are not only protecting your property investment but also contributing to a stronger, more unified community. While it is your right to remain silent or disengaged, your involvement helps ensure that Grand Landings is governed in a way that is fair, transparent, and legally compliant.

An informed and engaged membership is the foundation for accountability and lasting community integrity.

Why the Attorney Opted for a Complete Re-write Instead of a Typical Redline:

The decision to re-write the Grand Landings HOA bylaws and covenants in their entirety rather than perform a typical redline was likely driven by the following key factors:

Outdated Structure and Content:

The original bylaws were outdated and contained numerous provisions that no longer aligned with current Florida Statutes (especially Chapter 720). Many sections conflicted with current legal standards or were vague, unclear, or structurally inconsistent.

 
Legal Conflicts with Statutes:

Some provisions were either unenforceable under the current law or missing entirely from what is now required under Florida’s HOA statute. Attempting to redline these into compliance would likely have resulted in a confusing, patchwork document with contradictory language.

 
Clarity and Compliance:

A full rewrite enabled the attorney to provide a modernized, cohesive set of bylaws aligned with governing statutes, rather than trying to shoehorn modern law into an outdated format.

Impracticality of Redlining:

Due to the scope and scale of changes, a redline would have been unreadable and impractical for members to follow. The rewritten bylaws fundamentally reorganized and rewrote nearly every section, making a tracked version incoherent for side-by-side comparison.

What Members Should Look for in the Proposed Bylaws to Ensure Integrity:

To ensure the proposed bylaws and covenants uphold transparency, accountability, and homeowner rights, members should closely evaluate the following areas:

Board Authority Limits and Transparency:

• Are board powers clearly defined and constrained by membership rights?
•  Are spending policies, meeting notices, and contract approvals clearly documented and subject to oversight?

 
Voting Rights and Protections:

• Are voting rights clearly tied to ownership and protected from improper suspension?
• Is proxy use appropriately limited and regulated to ensure fair representation?

 
Election Integrity:

• Are candidacy rules inclusive and fair?
• Is the election process transparent, with clear notice, ballot handling procedures, and safeguards against manipulation?

 
Member Participation and Oversight:

• Do members have the right to speak at meetings?
• Are minutes, financial records, and governing documents accessible for review?

 
Checks on Amendments and Board Expansion:

• Are bylaw amendments subject to member vote (not just board action)?
• Is there a requirement for membership approval before changing the number of board members?

 
Fines and Enforcement:

• Are fine policies consistent with Florida law, including the right to a hearing before a neutral committee?
•  Are limits clearly defined to prevent abuse? 
•  Are the limits enough to ensure the HOA can recoup attorney fees if necessary?

 
Conflict of Interest Clauses:

• Are there strong provisions requiring disclosure and limitations on board members contracting with the association?

 
What This Means for a Re-write:

A complete rewrite is permissible under Florida law as long as:

•  The process complies with the Articles of Incorporation and current bylaws.
• Proper notice and member approval thresholds (a vote of the membership) are followed.
• The revised document is clearly labeled as a restatement and preserved with past versions.