Can POASI Board Change By-Laws?

Should LoveSuissevale members hire a lawyer to review the By-Laws. Turns out that two of our fellow members have already done that. Here’s the story.

Back in November 2014, the Board voted to change the By-Laws so that the Board could secure a 1.2 million dollar loan (which has not been closed to our knowledge) to develop a new water system.

Under the current By-Laws only a 2/3 vote of all home and land owner members would allow the mortgage of real estate:

Current:

Thirty Percent (30%) of the total number of members entitled to vote at any meeting shall constitute a quorum for all purposes and a majority of those present and voting shall be necessary for undertaking any action except that the sale, mortgage, or transfer of any real estate owned by the corporation shall require an affirmative vote in person or by proxy, of two-thirds (2/3) of the total number of members entitled to vote.

Proposed amendment in 2014:

Thirty Percent (30%) of the total number of members entitled to vote at any time at any meeting shall constitute a quorum for any purpose.

The Board voted for this by unanimous vote. However, in March 2015, the Board RESCINDED the vote, as it was pointed out to them by a board member that only the membership could change the By-Laws for the sale, mortgage, or transfer of any POASI real estate.

Concerned with the Board spending on an unapproved water project and taking it upon themselves to change governing documents without membership approval, Deborah Canty & Michael Howlett hired a law firm and sent the referenced letter to Suissevale: Click here. A previous lawsuit, initiated by John Sullivan which addresses the authority of the BOD, is also posted on this page.

Key fact: New Hampshire Courts interpret Declarations and By-Laws as contracts which must be followed like any other contracts.