Amendment to Association Bylaws, October 18, 2018

PROPOSED CHANGES TO THE FOUNTAINS AT RAINTREE LAKE ASSOCIATION BYLAWS
OCTOBER 18, 2018

 

Strikethrough indicates text REMOVED from the original document.
Italics indicates text ADDED to the original.

ARTICLE III
MEETING OF MEMBERS

ORIGINAL TEXT:
Section 4
. Quorum. The presence at the meeting of Members or proxies entitled to cast one-tenth of the votes of the Membership shall constitute a quorum for any action except as otherwise provided in the Declaration or these Bylaws. If, however, such quorum shall not be present or represented at any meeting, the Members entitled to vote at that meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented.

REVISED TEXT:
Section 4.
Quorum. The presence at the meeting of Members entitled to cast one-tenth of the votes of the Membership shall constitute a quorum for any action except as otherwise provided in the Declaration or these Bylaws. The number of valid mailed written ballots or electronic ballots may be used to determine quorum ONLY for action on the issues presented on those mailed or electronic ballots. If, however, such quorum shall not be present or represented at any meeting, the Members entitled to vote at that meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented.

EXPLANATION:
The proxy process is being removed, so the words ‘or proxies’ is removed from the quorum determination process. The added sentence allows mailed/electronic ballots to be counted towards a quorum determination in a limited fashion. If members representing one-tenth of the votes are present in person, then a quorum can be declared for any business that might be decided at the meeting. If less than one-tenth of members are present in person, then the number of mailed or electronics ballots could be used to determine if a quorum of members are voting, but only for issues presented on those mailed or electronic ballots. Other business could not be brought before the meeting and voted upon.

 

ORIGINAL TEXT:
Section 5. Proxies. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his lot.

REVISED TEXT:
Section 5
. Voting. At all meetings of Members, each Member may vote in person, by an official written ballot properly submitted by mail or courier, or by a secure electronic ballot.

EXPLANATION:
The original Section 5 defined the proxy process. Since the proxy process is being removed, the entire text is replaced with a description of the voting process. The new process allows a member to vote:

  • In person by attending a meeting of members
  • By completing and mailing an official written ballot
  • By going online and completing an electronic ballot

There are no plans to use electronics ballots today, but it may be considered in the future.

 

Article V
NOMINATION AND ELECTION OF DIRECTORS

ORIGINAL TEXT:
Section 2. Election.
Election to the Board of Directors shall be by written ballot. At the election the Members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provision of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

REVISED TEXT:
Section 2. Election. Election to the Board of Directors shall be by written or electronic ballot. At the election the Members may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provision of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

EXPLANATION:
The proxy process is being removed, so the words ‘or their proxies’ are removed. To allow electronic balloting in the future the words ‘or electronic’ are added.

 

ARTICLE XII
AMENDMENTS

ORIGINAL TEXT:
Section 1.
These Bylaws may be amended, at a regular or special meeting of the Members, upon the affirmative vote of at least 67 percent of the Members of the Association present in person or by proxy at the meeting at which the vote is taken.

REVISED TEXT:
Section 1.
These Bylaws may be amended, at a regular or special meeting of the Members, upon the affirmative vote of at least 67 percent of the Members of the Association voting in person at the meeting at which the vote is taken, voting by an official written ballot properly submitted by mail or courier, or voting by a secure electronic ballot.

EXPLANATION:
The proxy process is being removed, so the words ‘or by proxy’ are removed. The option to vote via a mailed ballot or electronic ballot is added.