Introduction to the Proposed Amendments to the Bylaws
Introduction to the Proposed Amendments to the Bylaws
The Basic and Statutory Changes
The Basic and Statutory Changes
Section 4.20(C) - Long Range Planning Committee
Section 4.20(C) - Long Range Planning Committee
Section 4.4 - Three Year Board Term
Section 4.4 - Three Year Board Term
Section 7.11 - Addition of Member Approval of Capital Expenditures
Section 8.1 (B) - Fines
Section 8.1 (B) - Fines
Letters from the President & Board of Directors
Letter from the President - November 17, 2023
Letter from the President - September 22, 2023
Letter from the President - September 22, 2023
Town Halls
Bylaw Redraft Town Hall Video - January 19, 2024
Bylaw Redraft Town Hall Presentation - January 19, 2024
Bylaw Redraft Town Hall Presentation - January 19, 2024
Amended and Restated Bylaws clean version - November 2, 2023
Amended and Restated Bylaws comparison version - November 2, 2023
Amended and Restated Bylaws comparison version - November 2, 2023
What are the Bylaws and how do they fit into the hierarchy of governing documents?
Florida Homeowners Associations (HOAs) are governed by four major documents:
- Chapter 720 of the Florida Statute, which is a chapter of law that governs certain types of homeowners' associations in the State of Florida. Its purpose is to provide procedures for operating HOAs, and to protect the rights of association members without unduly impairing the ability of such associations to perform their functions.
- The Articles of Incorporation are legal documents that establish the HOA as a nonprofit corporation. They contain basic information about PLCA, such as its name, purpose, and registered agent
- The PLCA Declaration and Covenants, which defines membership and voting rights, rights and responsibilities of the association and its Members, details on standards, insurance, assessments and many other important topics.
- The PLCA Bylaws, which more specifically provide the framework by which the Association is managed and operated including board powers and duties, board and Member meetings, fiscal matters, Bylaw amendment procedure and other topics.
When were they created and last updated?
The Bylaws were originally created by the developer (WCI) in the 1980s and last updated in 2016. In their last update, WCI gave little attention to effective governance and largely ignored input from the PLCA Members. WCI then turned over the PLCA governance to the Members and no longer had any involvement in the PLCA.
Why change them?
The way WCI envisioned that we operate the PLCA is not consistent with the way our Members see it. Our Members are looking to have more authority on critical decisions. The Board agrees and is committed to creating a fair balance between Board and Member authorities, including Member approval of capital improvements requiring major spending and/or borrowing where none exists today. We also need to document better methods of operating the Association that have been identified as well as removing references to entities, e.g., WCI, that no longer participate in our governance. Finally, many Florida Statutes have changed and the Bylaws need to reflect those changes.
What is the nature of the changes?
There are three types of changes being proposed:
-
Substantive changes – contained in the Supplemental Amendments
- Reducing turnover on the Board by moving from a two-year to a three-year term
- Adding the Long-Range Planning Committee as a standing committee
- Implementing a new, tiered approval structure for capital improvements requiring major spending and/or borrowing with a requirement for Member approval above ~$2M
- Implementing new fining levels and clarifying suspension of rights to assure compliance with Association governing documents and policies
- Changing the current voting process, where “votes not cast” count as NO votes, to counting only votes cast
-
Statutory changes – contained in the Second Amended and Restated Bylaws
- Updating many sections to include references to the Florida Statutes and improving methods or procedures consistent with them
- Administrative changes – contained in the Second Amended and Restated Bylaws
- Eliminating all references to the Declarant (WCI) and the Unit Owners Committee (who no longer participate in PLCA governance), clarifying resale capital assessments and special assessments language, updating qualifications to serve on the board, along with other smaller changes
Where can I find the current and proposed Bylaws?
The current Bylaws, the proposed Amended and Restated Bylaws and the proposed Supplemental Amendments are on the PLCA website in Bylaws Amendment under the Board Updates section of the PLCA website. A full red-lined version, comparing current versus proposed changes, will be available soon.
How can I get better insight into the proposed changes?
Over the next weeks and months, we will share detailed analysis of all of the individual proposed changes, including the reason for the change, how the Members will benefit and what it means not to approve them.
When will we vote to change them?
Voting will begin in February, 2024, with the results tabulated and presented at the PLCA Members' Annual Meeting in March 2024.
How do we vote to change them?
In early 2024, you will be presented with a ballot where you will be asked to cast an Approve or Reject vote on six items:
- The Statutory and Administrative changes (in full)
- Increasing the board term to three years
- Adding the Long-Range Planning Committee
- Adding tiered approval levels for capital spending and borrowing
- Increasing the fines and clarifying the suspension of rights to PLCA rules violators
- Changing the approval of amendments to only counting votes cast
Why should I vote?
The Bylaws are out of date and the Board would like to give the Members greater authority for major capital decisions. Other changes will improve the way the PLCA is governed. Finally, under the current Bylaws, amending them requires the approval of two-thirds (2/3rds) of ALL Members. So, for example, even if 70% of ALL Members vote, over 95% of them must vote in favor for the amendments to pass. By not voting, you effectively cast a NO vote. It is critical that you vote…our goal is to motivate over 90% of the Members to do so.
What if I have more questions?
Frequently Asked Questions (FAQs) will be added to the Bylaws Amendment section of the website soon. Town Hall and Neighborhood meetings are being scheduled to answer your questions in person. Emails will be coming soon to explain individual sections in more detail. You can ask a question by email by filling out this form. In the end, the Board wants all Members to have all the information on all the amendments to make informed decisions…especially how the changes will benefit you.