Condo Media - October 2010 - 17

C A I

trust, LLC, partnership, unincorporated association, or any other form of organization authorized by local law. (UCIOA § 3-101) If, for example, the association is formed as an LLC, the act’s requirements for bylaws will apply to the LLC’s operating agreement. As to directors, the document must specify their number, qualifications, powers, duties, responsibilities, election, removal, term of office and delineate what powers directors may delegate. As to officers, the document must describe the qualifications, powers, duties, responsibilities, selection and removal process, and term of office. In addition, the document is required to specify who may prepare, execute, certify and record amendments to the declaration, as well as describe the process for amendment. There must be a process by which the unit owners can amend the bylaws (§ 3-106(a)(6)).

The bylaws can address other matters deemed necessary or appropriate unless the declaration or the act requires that those provisions appear in the declaration (§ 3-106(b)). Based on notions of fairness, every association must hold an annual meeting (§ 3-108(a)(1)). However, when the meeting should be held, how the meeting should be conducted, and similar process issues are left to the bylaws of each association to spell out; § 3-106 requires that the bylaws address these and other subjects. Further, the bylaws must contain “any matter required by” local law other than the act to appear in bylaws of legal entities organized under local law (§ 3-106(a)(8)). If, for example, the association is organized as an LLC, requirements for its operating agreement under the LLC law must be fulfilled in addition to the act’s requirement for an association’s governance documents.

The members must have a method to amend the bylaws. That power can no longer be vested solely in the executive board (§ 3-106(a)(6)). Unless the declaration or the act require otherwise, action by a majority of votes in a member meeting will be required for approval of action, so long as the majority constitutes a majority of the number of votes required for a quorum to exist (§ 3-110(f)). For more information about these and other far reaching changes, mark your calendar and plan to attend the Vermont Condo Forum on Oct. 28. Contact the CAI-NE office for details and to register for the event. CM Carl Lisman, Esq. is a partner in the firm of Lisman, Webster & Leckerling PC. A long-time member of CAI and the New England chapter, he is a frequent chapter speaker and author.

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CONDO MEDIA • OCTOBER 2010

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Condo Media - October 2010

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