2011 ORS § 94.625¹
Formation of homeowners association
- • adoption of initial bylaws
- • amendment of bylaws
(1) Except as provided in subsection (2) of this section, not later than the date on which the first lot in the planned community is conveyed, the declarant shall:
(a) Organize the homeowners association as a nonprofit corporation under ORS chapter 65;
(b) Adopt, on behalf of the association, the initial bylaws required under ORS 94.635 (Association bylaws) to govern the administration of the planned community; and
(c) Record the bylaws in the office of the recording officer of each county in which the planned community is located.
(2) If the plat contains a conveyance of any property to the homeowners association, the declarant shall organize the homeowners association as a nonprofit corporation under ORS chapter 65 before the plat is recorded.
(3)(a) The board of directors of an association of a planned community created under ORS 94.550 (Definitions for ORS 94.550 to 94.783) to 94.783 (When certain administrative provisions apply) before January 1, 2002, or a planned community described in ORS 94.572 (Applicability of certain provisions of ORS 94.550 to 94.783 to Class I or Class II planned communities) shall cause the bylaws of the association and amendments to the bylaws in effect but not codified in the bylaws to be certified as provided in this subsection and recorded in the office of the recording officer of each county in which the planned community is located within 180 days of receipt of a written request from an owner that the bylaws be recorded.
(b) The president and secretary of the association shall certify and acknowledge, in the manner provided for acknowledgment of deeds, that:
(A) The bylaws are the duly adopted bylaws of the association; and
(B) Each amendment to the bylaws was duly adopted in accordance with the bylaws of the association.
(c) The 180-day period specified in paragraph (a) of this subsection may be extended as necessary if the board of directors is unable to record the bylaws for justifiable reasons.
(d) Failure to record the bylaws or amendments to the bylaws in accordance with this subsection does not render the bylaws or amendments to the bylaws ineffective.
(e) After the bylaws are recorded under this section, all amendments to the bylaws adopted thereafter must be recorded as provided in this section.
(4) Unless otherwise provided in the bylaws, amendments to the bylaws may be proposed by a majority of the board of directors or by at least 30 percent of the owners of the planned community.
(5) Subject to subsection (6) of this section, an amendment is not effective unless the amendment is:
(a) Approved, unless otherwise provided in the bylaws, by a majority of the votes in a planned community present, in person or by proxy, at a duly constituted meeting, by written ballot in lieu of a meeting under ORS 94.647 (Use of written ballot for approving or rejecting matters subject to meeting of association members) or other procedure permitted under the declaration or bylaws;
(b) Certified by the president and secretary of the association as having been adopted in accordance with the bylaws and this section and acknowledged in the manner provided for acknowledgment of deeds if the amendment is required to be recorded under paragraph (c) of this subsection; and
(c) Recorded in the office of the recording officer if the bylaws to which the amendment relates were recorded.
(6) If a provision required to be in the declaration under ORS 94.580 (Declaration) is included in the bylaws, the voting requirements for amending the declaration shall also govern the amendment of the provision in the bylaws.
(7) Notwithstanding a provision in the bylaws, including bylaws adopted prior to July 14, 2003, that requires an amendment to be executed, or executed and acknowledged, by all owners approving the amendment, amendments to the bylaws under this section become effective after approval by the owners if executed and certified on behalf of the association by the president and secretary in accordance with subsection (5)(b) of this section.
(8) An amendment to the bylaws is conclusively presumed to have been regularly adopted in compliance with all applicable procedures relating to the amendment unless an action is brought within one year after the effective date of the amendment or the face of the amendment indicates that the amendment received the approval of fewer votes than required for approval. Nothing in this subsection prevents the further amendment of an amended bylaw.
(9) Failure to comply with subsection (1) of this section does not invalidate a conveyance from the declarant to an owner.
(10) The board of directors, by resolution and without the further approval of the owners, may cause restated bylaws to be prepared and recorded to codify individual amendments that have been adopted in accordance with subsection (5) of this section. Bylaws restated under this subsection must:
(a) Include all previously adopted amendments that are in effect and may not include any other changes except to correct scriveners errors or to conform format and style;
(b) Include a statement that the board of directors has adopted a resolution in accordance with this subsection and is causing the bylaws to be restated and recorded under this subsection;
(c) Include a reference to the recording index numbers and date of recording of the initial bylaws, if recorded, and all previously recorded amendments that are in effect and are being codified;
(d) Include a certification by the president and secretary of the association that the restated bylaws include all previously adopted amendments that are in effect and no other changes except, if applicable, to correct scriveners errors or to conform form and style; and
(e) Be executed and acknowledged by the president and secretary of the association and recorded in the deed records of each county in which the planned community is located. [1981 c.782 §35; 2001 c.756 §12; 2003 c.569 §10; 2007 c.410 §2; 2009 c.641 §5]