BOARD’S attempt to UNILATERALLY AMEND BYLAWS
Based on association records, on April 6, 2023, the board voted to unilaterally lower the quorum requirements for meetings. It appears the board had interpreted an Idaho statue as giving them the authority to take this action.
On April 10, 2023, Mike was told, by a board member, the board had voted to lower the quorum and the board intended to record an amendment to the bylaws prior to the upcoming annual meeting.
Mike reminded the board member that according to the bylaws, only the members, could amend the bylaws, by approving the proposed change with a 65% approval vote. The board member disagreed, citing an Idaho statute. In the email exchange the board member highlighted parts of the statute in yellow, however they omitted one key part (“unless prohibited by the bylaws”).
Mike asked the board member if the board has sought advice regarding the interpretation of the bylaws.
While Mike agrees, due to historic turnout/participation from members, the quorum should be lowered some, he strongly feels it needs to be done the correct way.
On April 28, 2023, Mike was informed by the board that the board was no longer intending on recording the quorum change amendment and that the members would be voting on a proposed quorum amendment at the annual meeting. The board member did not say why the original plans of the board had changed.
Mike is grateful the board did ultimately leave the proposed amendment up to the members to vote on.
Read the full email string to the right. To read the conversation in its full context and in chronological order, start from the bottom of the document and move up.
To protect the privacy of the board member(s) and/or third parties involved in the discussion, their identities have been redacted. The record of the votes has not been redacted as the members are entitled to know how their board members voted.