The process of amending governing documents is no easy task. Changes to the CC&Rs typically require between 66%-75% of the owners to approve. Bylaw amendments, on the other hand, are a little easier to modify, usually requiring a majority vote of the owners.
But suppose over the years your governing documents have been amended several times. Numerous amendments can make things complicated. When reading the CC&Rs or Bylaws, the reader must frequently refer to the amendments to confirm which sections have been modified.
“Restating” a governing document means combining the original document with all subsequent amendments. The association prepares a document incorporating all amendments and records a single “restated” version. Now, members can use and refer to a single document instead of an original and multiple separate amendments.
For example, let’s suppose your original Bylaws were adopted in 1995. In 1998 the association (via an amendment) increased the number of directors. Then, in 2000, the members voted to change the date of the annual meeting. Two years later, another amendment was adopted increasing the quorum requirement. Lastly, a recent amendment mandated that the board of directors carry liability insurance. Reading the Bylaws now requires the reader to review each of the amendments to ensure whichever section they are reading hasn’t been modified.
Oregon and Washington both provide procedures for restating. Washington, however, only addresses the process to restate the articles of incorporation. (RCW 24.03.183).
The procedure for Oregon planned communities and condominiums is the same. The board of directors adopts a resolution to prepare, codify, and record individual amendments. This does not require a vote of the owners. At the beginning of the restated document, the board must:
1. Include a statement that the board has adopted a resolution authorizing a restatement;
2. Not include any other changes which have not been properly adopted by the membership (except for scriveners’ error or to conform with format or style);
3. Include a certification by the president and secretary that the restated document includes all previously adopted amendments;
4. Cite to the document recording numbers of the previous amendments; and
5. Record the restatement in the county records where the community is located.
If your association has adopted multiple amendments over the years, talk with a qualified attorney and consider codifying and restating your documents.