Gov Docs
Draft Description of Amending Gov Docs
There is a hierarchy of authority that tells us what rule must be followed. The declaration has a higher authority than the bylaws.
The declaration describes the property, defines terms, and says it will be controlled by Missouri’s Uniform Condominium Act — “The Act.”
The bylaws describe how the owners of the property, the association, will operate. They are a separate section found in Exhibit D of the declaration.
Declaration ARTICLE I, DEFINITIONS Section 5. "Bylaws" means the Bylaws of the Association, attached hereto as Exhibit "D ", and incorporated herein by this reference.
Our declaration, revised in 2007, says that we must satisfy section 448.2-117 of the Act which says we need 67% of owners' votes to amend the declaration and bylaws. That section of the Act was current as of 1983 when The Act was revised.
DECLARATION ARTICLE XI, AMENDMENTS
Section 1. Amendments. The Unit Owners may modify and amend this Declaration and Bylaws by satisfying Section 448.2-117 of the Act. The consent of Owners of Units to which at least sixty-seven percent (67%) of the votes in the Association are allocated shall be required to amend any provisions of this Declaration, the Association's By-laws and other equivalent documents of the Condominium. An amendment to the Declaration shall be effective only after recordation of the same in the St. Louis County Recorder of Deeds' office.
The Act - Effective - 28 Aug 1983
448.2-117. Amendment of declaration. — 1. Except in cases of amendments that may be executed by a declarant under subsection 6 of section 448.2-109, or section 448.2-110; the association, under section 448.1-107, subsection 4 of section 448.2-106, subsection 3 of section 448.2-108, or subsection 1 of section 448.2-112, or section 448.2-113; or certain unit owners under subsection 2 of section 448.2-108, subsection 1 of section 448.2-112, subsection 2 of section 448.2-113, or subsection 2 of section 448.2-118, and except as limited by subsection 4 of this section, the declaration, including the plats and plans, may be amended only by vote or agreement of unit owners of units to which at least sixty-seven percent of the votes in the association are allocated, or any larger majority the declaration specifies. The declaration may specify a smaller number only if all of the units are restricted exclusively to nonresidential use.
2. No action to challenge the validity of an amendment adopted by the association pursuant to this section may be brought more than one year after the amendment is recorded.
3. Every amendment to the declaration shall be recorded in every county in which any portion of the condominium is located, and is effective only upon recordation. Every amendment shall be indexed in the name of the condominium, the association, and the parties executing the amendment.
4. Except to the extent expressly permitted or required by other provisions of sections 448.1-101 to 448.4-120, no amendment may create or increase special declarant rights, increase the number of units, or change the boundaries of any unit, the allocated interests of a unit, or the uses to which any unit is restricted, in the absence of unanimous consent of the unit owners.
5. Amendments to the declaration required by sections 448.1-101 to 448.4-120 to be recorded by the association shall be prepared, executed, recorded, and certified on behalf of the association by any officer of the association designated for that purpose or, in the absence of designation, by the president of the association.
However, a section was added to The Act in 2001 and requires only a majority to amend bylaws.
The Act - Effective - 28 Aug 2001
448.3-106. Bylaws. — 1. The bylaws of the association shall provide for:
(1) The number of members of the executive board and the titles of the officers of the association;
(2) Election by the executive board of a president, treasurer, secretary, and any other officers of the association the bylaws specify;
(3) The qualifications, powers and duties, terms of office, and manner of electing and removing executive board members and officers and filling vacancies;
(4) Which, if any, of its powers the executive board or officers may delegate to other persons or to a managing agent;
(5) Which of its officers may prepare, execute, certify, and record amendments to the declaration on behalf of the association; and
(6) The method of amending the bylaws subject to the following:
(a) Unless the declarant otherwise agrees in writing to permit an amendment to the bylaws in accordance with paragraph (b) of this subdivision, for so long as a declarant is the owner of units representing an aggregate of ten percent or more of the units in which votes in the association are allocated, the bylaws may only be amended with the affirmative vote of at least sixty-seven percent of the unit owners of units to which votes in the association are allocated; and
(b) After the declarant ceases to own ten percent or more of the units to which votes in the association are allocated, the bylaws may only be amended with the affirmative vote of a majority of the unit owners of units to which the votes in the association are allocated.
2. Subject to the provisions of the declaration, the bylaws may provide for any other matters the association deems necessary and appropriate.
So, since The Act is a higher authority than our declaration and bylaws, we need only a majority of owners to amend our bylaws but 67% to amend the declaration.