Document Revisions
The Declaration and Bylaws are obsolete. Twice, the Board has authorized creation of an ad hoc committee to work with legal counsel to rewrite our documents. Anticipated cost, overall, will exceed $20,000.
Members Approve Proposed DCCR Amendment
In a Membership meeting that lasted less than 20 minutes, an amendment to the HOA Declaration (DCCR) was quickly approved, mostly by proxy votes. Some forty homeowners attended the meeting held Wednesday (11/29). After those who had not yet submitted votes were given a chance to do so, the results were announced—187 “for” and 49 “against.”
Under new provisions approved last spring, changes to the DCCR require approval by 2/3 of those represented in a meeting at which a quorum (30% of total membership) is present, either in person or by proxy. The 236 votes cast amount to almost 35% of the membership, thus constituting a quorum, and the proposed amendment carried almost 80% of the votes.
While the amendment introduces new terms such as "Dwelling Types" and "Landscape Assessments," it does not actually result in any changes from past practice. It's purpose is to maintain the assessment structure that existed before recent revisions to the Declaration created unanticipated chaos.
Following the Membership meeting, the Board convened in a “Budget Meeting” to confirm the results as they apply to the 2018 Budget. Landscaping assessments will be distributed unevenly, as they have been in the past.
Posted 11/30/17
In a Membership meeting that lasted less than 20 minutes, an amendment to the HOA Declaration (DCCR) was quickly approved, mostly by proxy votes. Some forty homeowners attended the meeting held Wednesday (11/29). After those who had not yet submitted votes were given a chance to do so, the results were announced—187 “for” and 49 “against.”
Under new provisions approved last spring, changes to the DCCR require approval by 2/3 of those represented in a meeting at which a quorum (30% of total membership) is present, either in person or by proxy. The 236 votes cast amount to almost 35% of the membership, thus constituting a quorum, and the proposed amendment carried almost 80% of the votes.
While the amendment introduces new terms such as "Dwelling Types" and "Landscape Assessments," it does not actually result in any changes from past practice. It's purpose is to maintain the assessment structure that existed before recent revisions to the Declaration created unanticipated chaos.
Following the Membership meeting, the Board convened in a “Budget Meeting” to confirm the results as they apply to the 2018 Budget. Landscaping assessments will be distributed unevenly, as they have been in the past.
Posted 11/30/17
About the new amendment
The Board of Directors met Tuesday, November 7, to approve and recommend to the Membership for its vote an amendment to the DCCR that will allow uneven assessments for Home Landscaping to be re-instituted. After the Board approved its October minutes (see report below), the podium was turned over to legal counsel Kevin Wells to explain the amendments. In a nod to Roberts Rules of Order, Wells asked if the Board would first like to introduce a motion, but President Keys said, “No, we prefer to discuss it first; then we'll make a motion.”
A four-page handout entitled “Proposed Amendments” was available to the forty or more homeowners attending. It contained changes to Articles I, VI, VII, and VIII of the Declaration. The entire thing is aimed at providing a path to retaining the same division of Home Landscaping costs (line item 7110 in the Budget) as has been practiced for the history of the Isles. If approved, the level quarterly assessments of $750 per home attached to the 2018 Budget will not apply, but will be different for six separate sets of homes, varying from $674 to $821 [our calculations]. The level assessments became necessary after new governing documents were approved last March at the annual Members' Meeting. Wells said that the proposed amendment will correct errors "made by the developer", and will “place the burden of suing the HOA” on whomever might object. He noted that objectors would risk paying all legal costs (as much as $20,000 on each side) if their suit fails, suggesting that any viable opposition is unlikely.
Effectively, the proposed amendment revives the concept of “Neighborhoods” which was discarded when the documents were revised earlier this year. However, rather than use that term, they are now called “Dwelling Types,” a term newly created and defined in Article VI. Another new term is "Landscape Assessment." The six Dwelling Types (some of which contain more than one style of home) are the same as the categories used previously, through 2017, to designate how Home Landscaping costs (Line Item 7110) are apportioned. The proposed amendment does not proscribe a specific cost distribution schedule--percentages of the Home Landscape Contract as currently used--but places responsibility for determining how much should apply to each Dwelling Type on the landscape contractor at time of bidding.
Wells said, “We don't know how the developer came up with these percentages,” and added that asking the landscape contractor to tell us what specific costs apply to each group of houses will ensure fairness. These costs, to be called the "Landscape Assessment," will then be distributed pro rata within each Dwelling Type as part of the quarterly assessment.
Wells and HOA Manager Will Crosley were quick to add that no changes would be implemented unless and until a new contract is negotiated, and they are in no hurry to see this event happen. The Home Landscaping contract for 2018 is the same as for 2017, Crosley said. Meantime, the percentages for each Dwelling Type will not change.
There is urgency in getting the amendments passed by the Membership to prevent the level assessment required by current documents taking effect in 2018. Approval by two-thirds of a quorum (a minimum of 136 Members) will be required. [Ed. note: Membership approval was obtained on November 29, 2017; see article above.]
After a unanimous approval of the motion to accept the amendments, the Chair asked for a motion to adjourn, and then seconded the one offered. It, too, was unanimous. The meeting lasted a bit over one hour.
Posted 11/08/17
The Board of Directors met Tuesday, November 7, to approve and recommend to the Membership for its vote an amendment to the DCCR that will allow uneven assessments for Home Landscaping to be re-instituted. After the Board approved its October minutes (see report below), the podium was turned over to legal counsel Kevin Wells to explain the amendments. In a nod to Roberts Rules of Order, Wells asked if the Board would first like to introduce a motion, but President Keys said, “No, we prefer to discuss it first; then we'll make a motion.”
A four-page handout entitled “Proposed Amendments” was available to the forty or more homeowners attending. It contained changes to Articles I, VI, VII, and VIII of the Declaration. The entire thing is aimed at providing a path to retaining the same division of Home Landscaping costs (line item 7110 in the Budget) as has been practiced for the history of the Isles. If approved, the level quarterly assessments of $750 per home attached to the 2018 Budget will not apply, but will be different for six separate sets of homes, varying from $674 to $821 [our calculations]. The level assessments became necessary after new governing documents were approved last March at the annual Members' Meeting. Wells said that the proposed amendment will correct errors "made by the developer", and will “place the burden of suing the HOA” on whomever might object. He noted that objectors would risk paying all legal costs (as much as $20,000 on each side) if their suit fails, suggesting that any viable opposition is unlikely.
Effectively, the proposed amendment revives the concept of “Neighborhoods” which was discarded when the documents were revised earlier this year. However, rather than use that term, they are now called “Dwelling Types,” a term newly created and defined in Article VI. Another new term is "Landscape Assessment." The six Dwelling Types (some of which contain more than one style of home) are the same as the categories used previously, through 2017, to designate how Home Landscaping costs (Line Item 7110) are apportioned. The proposed amendment does not proscribe a specific cost distribution schedule--percentages of the Home Landscape Contract as currently used--but places responsibility for determining how much should apply to each Dwelling Type on the landscape contractor at time of bidding.
Wells said, “We don't know how the developer came up with these percentages,” and added that asking the landscape contractor to tell us what specific costs apply to each group of houses will ensure fairness. These costs, to be called the "Landscape Assessment," will then be distributed pro rata within each Dwelling Type as part of the quarterly assessment.
Wells and HOA Manager Will Crosley were quick to add that no changes would be implemented unless and until a new contract is negotiated, and they are in no hurry to see this event happen. The Home Landscaping contract for 2018 is the same as for 2017, Crosley said. Meantime, the percentages for each Dwelling Type will not change.
There is urgency in getting the amendments passed by the Membership to prevent the level assessment required by current documents taking effect in 2018. Approval by two-thirds of a quorum (a minimum of 136 Members) will be required. [Ed. note: Membership approval was obtained on November 29, 2017; see article above.]
After a unanimous approval of the motion to accept the amendments, the Chair asked for a motion to adjourn, and then seconded the one offered. It, too, was unanimous. The meeting lasted a bit over one hour.
Posted 11/08/17
Questions the lawyer asked:
In
October,
2013,
the board of directors authorized a review of the existing
controlling documents by legal counsel. This review produced
dozens of questions set forth in a letter dated January 29, 2014,
addressed to the Association. President Hersey forwarded the letter
to directors, asking them to submit their comments to the Isles
Manager. After the Board authorized formation of an ad hoc committee
in April, David Jones was appointed as chair. After a meeting with two directors the
matter was turned over to counsel who is charged with preparing a
first draft of revised documents.
Residents may wonder what questions the lawyer asked about how to proceed with this task. If those questions have been answered on our behalf, it remains unclear what the answers were, and by whom. Here are some them:
DECLARATION OF COVENANTS:
BYLAWS:
There are many other changes to our documents recommended by counsel as necessary to clarify certain issues, to establish consistency between various applicable documents, or to bring documents into compliance with state law.
Presumably, this will all become clearer when the Board holds its quarterly meeting on January 29, one year after the lawyer asked his questions. At least we now know what some of the questions are.
The biggest question is whether residents will have opportunity for input, or will this all be settled behind closed doors?
Residents may wonder what questions the lawyer asked about how to proceed with this task. If those questions have been answered on our behalf, it remains unclear what the answers were, and by whom. Here are some them:
DECLARATION OF COVENANTS:
- Does the association intend to use
“Neighborhood Assessments?”
(Variations in assessment for home landscaping might require this structure.)
- Should a “Street Light Reserve”
be established?
A
(Streetlights are mostly owned by the County because we are not gated.)
- Does The Isles include any
“zero-lot-line single family homes?
- Does The Isles include any “single
family attached homes?”
(Obviously, more than 300 homes are attached)
- Would the Association like to
increase or decrease the requirement to obtain 2/3 owner approval to
borrow money?
- Should the Board be given liberty
to levy special assessments, limited or unlimited, without a
membership vote?
- Should a “working fund
contribution” be assessed each time a home changes hands?
(A contribution has already been collected on each original sale.)
- Should the Association retain 1%
of budget (currently about $21,000) as the limit that the Board can
spend for unbudgeted projects, or should it be increased to 5% or
10%?
- What should be the responsibility
of lot owners regarding maintenance, repair, and replacement?
- What Use Restrictions should
apply?
- What should be the total aggregate
fine cap?
(currently it is $1,000; counsel is recommending $5,000 or more.)
- Should provision setting a minimum
rental period (4 months) be changed?
- Should the Declaration be modified
to give the Association power to approve the sale or lease of homes?
- Should the requirement that all
officers be members or immediate family of members be retained?
- Should the Board retain “veto
power” over any membership vote to amend the Articles of
Incorporation?
BYLAWS:
- What percent of membership should
be required to call a special membership meeting? (Currently,
this is set at 10%; counsel is suggesting a higher level, up to 20%,
because of the cost of calling a meeting.)
- What should be a “quorum” for
membership meetings? Currently, it is set at the legal maximum of
30%.
- Currently, notice of a meeting
must be given to Board Members at least 3 days prior.
Counsel is suggesting that this be reduced to 48 hours—the minimum
allowed under state law.
- What is procedure for directors to
place items on the agenda?
(No guidance is given by Article 4.)
- Should the President retain
authority to appoint committees at his discretion, or should this
authority be transferred to the Board of Directors?
- Should the Association have a
corporate seal (mostly considered “out of fashion”)?
- Should the Secretary and Treasurer
be authorized to delegate certain functions to the manager?
- Should Bylaws be amended to allow
the Association to accept payment of assessments on a monthly or
semi-annual basis?
- Currently, Bylaws can be amended
by affirmative vote of a majority (three) of the directors, without
any membership approval. Should this be changed?
There are many other changes to our documents recommended by counsel as necessary to clarify certain issues, to establish consistency between various applicable documents, or to bring documents into compliance with state law.
Presumably, this will all become clearer when the Board holds its quarterly meeting on January 29, one year after the lawyer asked his questions. At least we now know what some of the questions are.
The biggest question is whether residents will have opportunity for input, or will this all be settled behind closed doors?
“It's in the hands of our lawyer"
Some history: The first motion, approved by the Board of Directors, to create an ad hoc committee for “Isles Homeowner Document Update” was made on September 3, 2013, according to minutes of that meeting. Subsequently, Tamela Eady, the lawyer handling all Isles issues, proposed to conduct an initial review of our current documents for the amount of $600, this amount to be credited against any subsequent revision done by the Kevin Wells firms where she was then employed. This proposal was made to President Paul Hersey and property manager Will Crosley. It was never brought to the attention of anyone else on the Board, but came out in correspondence between Ms. Eady and a member of the Board. Seven weeks later, at a Board meeting on October 24, 2013 attended by Ms. Eady, a motion to fund an initial review of current documents by counsel was authorized.
Ms. Eady and the Wells firm subsequently parted company, and the review, apparently done by Mr. Wells himself, resulted in a 12-page letter dated January 29, 2014, which raised almost one hundred questions.
The Board minutes of April 24, 2014, document a motion unanimously approved to create (once again) “an ad hoc committee for assisting with the document review and rewrite.”
(End of history) So what then happened?
A Chair for the committee was appointed by the President. Specifically, it was David Jones, appointed in the spring of 2014, shortly before he returned to Buffalo, NY. He said “the committee will commence its work in October."
A recent “driveway interview” with the Chair of the ad hoc committee for Document Revision brought forth new information about the status of this important project. David Jones informed us that “it is all in the hands of the attorney.” On further inquiry, he explained that there had been a meeting of himself with “Paul” and “that fellow from Wisconsin” presumably speaking of board member Don Hildewig, and the matter was given to the attorney who will produce a first draft.
What happened at that meeting remains in the dark, but it possibly involved formulating answers to the numerous question raised by attorney Kevin Wells after his initial review of our documents. Keeping in mind that the revised Declaration, when approved by the membership, will dictate the powers of the Board and of the officers and will become the basis for everything done by the HOA, it's tempting to ask, “Who is answering, and what did they say”?
The two approved motions by the Board to create an ad hoc committee have resulted in only one appointment. This so-called "committee" has spoken with nobody but the President and one director before turning the matter over to an attorney who also speaks to no one but the President or the property manager.
BACKGROUND:
The most important HOA document is the “Declaration.” It, along with the Bylaws, sets the rules of the Association. Every homeowner has a copy, but few have read and digested it. It is subsidiary to the Florida law governing homeowners associations, Statute 720, known as the “HOA Law,” and to the Declaration of the master association, rules which apply to all communities within Palmer Ranch.
When a developer, such as Pulte/DiVosta, begins a development intended to be “deed restricted,” they will set up a homeowners association before the first shovel is turned. The Declaration of Covenants, Conditions, and Restrictions for the Isles of Sarasota was written in a law office on the east coast of Florida in 2004. Its main purpose, other than establishing the HOA, was to protect the developer. Long before turnover of the HOA to the residents it was recognized that this Declaration, the “rule book” of the Association, is badly out of sync with the reality of our community. The developer could care less. Revising this document is our problem, not theirs. One of the obstructions to this is Section 6 of Article III, a few paragraphs that preserve certain prerogatives of the developer until they have finished and sold all their properties. That time is now.
The first concern in revising our documents is the removal of all references to the “Declarant” (the developer), especially dozens of clauses granting them special deference. Additionally, provisions that under Florida law are illegal must be revised or deleted. Provisions which were based on the assumption that this would be a gated community need to be fixed, and there is much more.
In October, 2013, the board of directors authorized a review of the existing document by legal counsel, a study that produced nearly a hundred questions. In the spring of 2014, an ad hoc committee was established to work with counsel in revising the documents, and a chairman was designated. To date, there has been no indication of progress; no meeting schedule has been announced, committee members are unknown. This committee is not included on the forms (appearing in the Inside Edition) seeking committee volunteers. While legal costs may be $5,000, the total cost, according to our Treasurer, will exceed $20,000 after reproduction and distribution expenses are counted. It's money well spent because our current documents are so lacking that there is no other choice.
For example, it is stated that “all homes shall be located in a Neighborhood.” Oh, what's a Neighborhood, you may ask? For the answer to this, you might check out the definitions section (Article I). It was the responsibility of the Declarant to “denominate” neighborhoods for every home, but aside from the condominiums, this was never done. The result is that we have a Declaration that gives powers to Neighborhoods, such as handling voting and assessing "Neighborhood Expenses" but we don't have any Neighborhoods.
Some homes are assessed more than others. This reflects the fact that some lots require more landscaping work than others. It is perfectly logical, but a basis for this distinction should appear in the documents. It does not. The 2015 Budget has arbitrarily changed landscape charges to some homes and not to others. As things stand, there is no legal basis for some homeowners to pay more. In fact, the Declaration states that all community expenses should be assessed pro rata. The variable costs for home landscaping could be considered “Neighborhood expenses,” but only if there were actually some recognized Neighborhoods.
The Declaration says that “a Neighborhood shall be responsible for paying...the costs of maintenance of certain Association Property within or adjacent to such Neighborhood.” If homes served by “private streets” were defined as Neighborhoods, these streets might become the financial responsibility of the those Neighborhoods. As it stands, these expenses are shared by all. Should the expense of fountains, found only in Phase 3, fall on all owners?
And then, there is the question of “attached homes.” Unquestionably, this applies to the 72 condominiums of Lakeside (our only designated “neighborhood”), but if you live in a Capri or a Carrington or a Cayman or a Dublin, as more than 300 of us do, are you subject to the rules regarding attached homes? What rules, you say? Better read the Declaration. There is no definition of an “attached home” in Article I, but when you come to Article VIII, F., you will find this: “The Association may...paint the exterior surface of the walls, doors, and window frames of the Homes with attached buildings...” and paragraph K. speaks to “attached Homes” as well. Section 13 of Article II is entitled “Covenants Regarding Attached Homes.” It's hard to tell to whom this may apply. If you live in an attached home, who is responsible to fix the roof, the dividing wall, a cracked slab?
Many questions raised by counsel about changes to the documents can be answered only by those who live here. The answers will affect homeowners for years to come. Do we want to establish Neighborhoods? These are issues that demand great transparency and wide involvement by residents of the Isles. The answers should come from those affected, not from a small (one person) committee appointed by a small board.
Note: The documents can not be changed without approval by the membership. A vote must be taken, either at the annual meeting, or at a special meeting called for the purpose of considering this matter. A change in the Declaration requires approval of a majority of homeowners and a majority of the Board of Directors. Some issues may require approval by the Master Association. Bylaws can be changed by either a majority of a quorum at a Membership meeting, or by a majority of the Board. However the Board may not override a bylaw passed by the members.
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Some history: The first motion, approved by the Board of Directors, to create an ad hoc committee for “Isles Homeowner Document Update” was made on September 3, 2013, according to minutes of that meeting. Subsequently, Tamela Eady, the lawyer handling all Isles issues, proposed to conduct an initial review of our current documents for the amount of $600, this amount to be credited against any subsequent revision done by the Kevin Wells firms where she was then employed. This proposal was made to President Paul Hersey and property manager Will Crosley. It was never brought to the attention of anyone else on the Board, but came out in correspondence between Ms. Eady and a member of the Board. Seven weeks later, at a Board meeting on October 24, 2013 attended by Ms. Eady, a motion to fund an initial review of current documents by counsel was authorized.
Ms. Eady and the Wells firm subsequently parted company, and the review, apparently done by Mr. Wells himself, resulted in a 12-page letter dated January 29, 2014, which raised almost one hundred questions.
The Board minutes of April 24, 2014, document a motion unanimously approved to create (once again) “an ad hoc committee for assisting with the document review and rewrite.”
(End of history) So what then happened?
A Chair for the committee was appointed by the President. Specifically, it was David Jones, appointed in the spring of 2014, shortly before he returned to Buffalo, NY. He said “the committee will commence its work in October."
A recent “driveway interview” with the Chair of the ad hoc committee for Document Revision brought forth new information about the status of this important project. David Jones informed us that “it is all in the hands of the attorney.” On further inquiry, he explained that there had been a meeting of himself with “Paul” and “that fellow from Wisconsin” presumably speaking of board member Don Hildewig, and the matter was given to the attorney who will produce a first draft.
What happened at that meeting remains in the dark, but it possibly involved formulating answers to the numerous question raised by attorney Kevin Wells after his initial review of our documents. Keeping in mind that the revised Declaration, when approved by the membership, will dictate the powers of the Board and of the officers and will become the basis for everything done by the HOA, it's tempting to ask, “Who is answering, and what did they say”?
The two approved motions by the Board to create an ad hoc committee have resulted in only one appointment. This so-called "committee" has spoken with nobody but the President and one director before turning the matter over to an attorney who also speaks to no one but the President or the property manager.
BACKGROUND:
The most important HOA document is the “Declaration.” It, along with the Bylaws, sets the rules of the Association. Every homeowner has a copy, but few have read and digested it. It is subsidiary to the Florida law governing homeowners associations, Statute 720, known as the “HOA Law,” and to the Declaration of the master association, rules which apply to all communities within Palmer Ranch.
When a developer, such as Pulte/DiVosta, begins a development intended to be “deed restricted,” they will set up a homeowners association before the first shovel is turned. The Declaration of Covenants, Conditions, and Restrictions for the Isles of Sarasota was written in a law office on the east coast of Florida in 2004. Its main purpose, other than establishing the HOA, was to protect the developer. Long before turnover of the HOA to the residents it was recognized that this Declaration, the “rule book” of the Association, is badly out of sync with the reality of our community. The developer could care less. Revising this document is our problem, not theirs. One of the obstructions to this is Section 6 of Article III, a few paragraphs that preserve certain prerogatives of the developer until they have finished and sold all their properties. That time is now.
The first concern in revising our documents is the removal of all references to the “Declarant” (the developer), especially dozens of clauses granting them special deference. Additionally, provisions that under Florida law are illegal must be revised or deleted. Provisions which were based on the assumption that this would be a gated community need to be fixed, and there is much more.
In October, 2013, the board of directors authorized a review of the existing document by legal counsel, a study that produced nearly a hundred questions. In the spring of 2014, an ad hoc committee was established to work with counsel in revising the documents, and a chairman was designated. To date, there has been no indication of progress; no meeting schedule has been announced, committee members are unknown. This committee is not included on the forms (appearing in the Inside Edition) seeking committee volunteers. While legal costs may be $5,000, the total cost, according to our Treasurer, will exceed $20,000 after reproduction and distribution expenses are counted. It's money well spent because our current documents are so lacking that there is no other choice.
For example, it is stated that “all homes shall be located in a Neighborhood.” Oh, what's a Neighborhood, you may ask? For the answer to this, you might check out the definitions section (Article I). It was the responsibility of the Declarant to “denominate” neighborhoods for every home, but aside from the condominiums, this was never done. The result is that we have a Declaration that gives powers to Neighborhoods, such as handling voting and assessing "Neighborhood Expenses" but we don't have any Neighborhoods.
Some homes are assessed more than others. This reflects the fact that some lots require more landscaping work than others. It is perfectly logical, but a basis for this distinction should appear in the documents. It does not. The 2015 Budget has arbitrarily changed landscape charges to some homes and not to others. As things stand, there is no legal basis for some homeowners to pay more. In fact, the Declaration states that all community expenses should be assessed pro rata. The variable costs for home landscaping could be considered “Neighborhood expenses,” but only if there were actually some recognized Neighborhoods.
The Declaration says that “a Neighborhood shall be responsible for paying...the costs of maintenance of certain Association Property within or adjacent to such Neighborhood.” If homes served by “private streets” were defined as Neighborhoods, these streets might become the financial responsibility of the those Neighborhoods. As it stands, these expenses are shared by all. Should the expense of fountains, found only in Phase 3, fall on all owners?
And then, there is the question of “attached homes.” Unquestionably, this applies to the 72 condominiums of Lakeside (our only designated “neighborhood”), but if you live in a Capri or a Carrington or a Cayman or a Dublin, as more than 300 of us do, are you subject to the rules regarding attached homes? What rules, you say? Better read the Declaration. There is no definition of an “attached home” in Article I, but when you come to Article VIII, F., you will find this: “The Association may...paint the exterior surface of the walls, doors, and window frames of the Homes with attached buildings...” and paragraph K. speaks to “attached Homes” as well. Section 13 of Article II is entitled “Covenants Regarding Attached Homes.” It's hard to tell to whom this may apply. If you live in an attached home, who is responsible to fix the roof, the dividing wall, a cracked slab?
Many questions raised by counsel about changes to the documents can be answered only by those who live here. The answers will affect homeowners for years to come. Do we want to establish Neighborhoods? These are issues that demand great transparency and wide involvement by residents of the Isles. The answers should come from those affected, not from a small (one person) committee appointed by a small board.
Note: The documents can not be changed without approval by the membership. A vote must be taken, either at the annual meeting, or at a special meeting called for the purpose of considering this matter. A change in the Declaration requires approval of a majority of homeowners and a majority of the Board of Directors. Some issues may require approval by the Master Association. Bylaws can be changed by either a majority of a quorum at a Membership meeting, or by a majority of the Board. However the Board may not override a bylaw passed by the members.
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