Q: Our developer never created bylaw(code of regulations) with our Declaration of Restrictions for our HOA dating back to
2003. We are a self managed HOA having 19 homes and for 19 years maintained the common area, provided yearly financial reports, filed our taxes, collected all dues every year, paid all expenses, kept yearly due amounts the same for over 5 years, communicated to homeowners on issues, even filed a lien on a property for nonpayment of dues, all being done without bylaws. Recently a couple of the members are asking if our HOA is legitimate without bylaws? It was said there are no voting rights without bylaws. Should we go back to the developer to create these bylaws? Is this an unusual situation bylaws were not created with the Restrictions? We checked at the county recorder's office and the only document filed are the restrictions for our HOA. As a member I do not want to pay to have such a document created, what should we do?
A: The HOA should have been incorporated as a non-profit corporation with the Ohio Secretary of State to implement the HOA covenants recorded in the real estate records. Without that, the HOA has been operating as an "unincorporated nonprofit association," which still has legal status as a legal entity in Ohio and apparently has not encountered any issues with maintaining the HOA for 19 years under the HOA covenants. Review the provisions of Ohio law which provide the framework, operating rules (bylaws), legal authority, members, voting rights, and obligations of an unincorporated nonprofit association at this link: https://codes.ohio.gov/ohio-revised-code/chapter-1745 If you have questions, the HOA can use the Find a Lawyer tab to retain a local real estate attorney to review the HOA operations and answer any questions about its current operations, rules for unincorporated nonprofit associations, and whether there is any reason to incorporate the association, enact bylaws, or take other actions.
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