Few decisions shape a community's future as decisively as amending governing documents, and a single well-drafted change can settle issues that have divided owners for years. We recently hosted a CEU course featuring Michael Kassower from Frank, Weinberg & Black, P.L., who walked licensed community association managers through how to get an amendment both approved and enforced in Florida.
This essential webinar traced the amendment process from start to finish, covering how a community's governing documents fit together, the protocols for notice and voting, the special amendments that follow their own rules, and the outreach that ultimately gets a measure approved. LCAMs unpacked why even a flawless amendment package means little until the members actually vote it through.
Disclaimer: This video is for educational purposes only. You will not receive credits for watching the recording. Credits were issued only to those that attended the course.
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The landmark Woodside v. Jarin case shows just how far an amendment can reach. An investor had purchased units in a community whose declaration allowed rentals, then watched the members vote to ban rentals entirely through a valid amendment. When the investor argued that the change unfairly stripped away a right relied on at purchase, the Florida Supreme Court disagreed, reasoning that the same declaration also warned that its terms could be changed by a future membership vote.
The lesson for board members is that owners take title subject to the community's ability to amend, and that power is broad. A later change in the law softened the outcome for rentals specifically, but the underlying principle still governs almost every other kind of restriction a community might adopt.
A restriction placed directly in the declaration carries a strong presumption of validity and, unlike a rule or regulation, is not measured against a test of reasonableness. It will be struck down only in narrow circumstances, such as when it is applied arbitrarily or violates a clear public policy. Rules and regulations are held to a stricter standard because they can be adopted without a membership vote, so a board that wants durable authority should generally place it in the declaration itself.
“Amending the governing documents is a very significant move, a very long-term decision, and it's something to think about carefully, but it is incredibly powerful.” - Michael Kassower, Frank, Weinberg & Black, P.L.
Not every governing document is created equal, and the amendment process depends on which one is being changed. The declaration is the constitution of the association, the document owners interact with most directly on questions like leasing, modifications, and use of the common areas, and it can generally be changed only by a vote of the members. Rules and regulations sit lower in the hierarchy, closer to an executive order, and can usually be adopted by the board alone, which is precisely why they must be reasonable and can never conflict with the declaration.
The bylaws and articles of incorporation handle the machinery of the corporation itself, including how officers function and how the association runs its meetings and elections. Since the same subject can appear in more than one document, boards should confirm that a proposed change belongs in the document they are amending and does not create a conflict with another. Sorting out which document controls before drafting begins prevents an amendment that is technically valid but practically unenforceable.
Under Florida Statutes 718.110 for condominiums and 720.306 for homeowners' associations, the default threshold to approve an amendment is two-thirds of the voting interests, but both statutes yield to a lower number if the governing documents provide one. Certain changes demand far more: altering the size or appurtenances of a unit, or a unit's share of the common expenses or voting rights, requires unanimous owner approval and often mortgagee approval as well. A separate concept, the material alteration, can require a supermajority for condominiums and may require a vote for HOAs only when the documents say so, though newly installed EV charging stations are no longer treated as a material alteration.
Proposed changes to the declaration, bylaws, or articles must be shown to owners in a clear format, typically with new language underlined and deleted language struck through, unless the revisions are so extensive that a substantial rewording notice communicates them better. Once the members approve the amendment, the association records a certificate of amendment in the county's official records and provides copies to the owners. That recording step is not a formality, because the amendment does not take legal effect until it is recorded.
“It's critical that things get reported, because the amendment is effective once it is recorded in official records.” - Michael Kassower, Frank, Weinberg & Black, P.L.
Rental amendments are the classic example of a change that cannot simply be imposed on everyone. For condominiums, Section 718.110(13) provides that an amendment altering the duration or frequency of rentals applies only to owners who voted for it and to those who acquire title after the amendment's effective date. In practice, that means a community frustrated by short-term rentals cannot ban them overnight, since the owners most likely to vote no are the very owners running them, who are then grandfathered until they sell.
The rules for amending HOA governing documents give boards more room on short-term activity. Chapter 720 allows an association to prohibit or regulate rentals with terms shorter than six months, or more than three times in a calendar year, and that limitation can bind every owner regardless of how they voted. Longer-term rental bans still grandfather owners who do not consent, and very small associations may fall outside these provisions altogether, so the governing documents and the exact statutory language should be checked before relying on either approach.
While a developer or declarant still holds unsold inventory, it may have limited authority to amend the declaration unilaterally, but never in a way that prejudices other owners' rights to use and enjoy the property. Older documents also frequently require mortgagee consent for amendments, which is notoriously hard to obtain because lenders rarely respond. Florida law now allows a properly noticed request to be treated as deemed consent when a mortgagee stays silent, and outside a narrow set of items such as unit configuration or timeshare rights, consent is required mainly for mortgages predating October 1, 2007 for condominiums and July 1, 2013 for HOAs.
The hardest part of an amendment is rarely drafting it; it is getting owners to vote for it. Before the notice of meeting goes out, the strongest projects gather owner input through workshops, tie each proposed change to a real problem the community is experiencing, and prepare plain-English summaries so owners understand the motive behind the language. Listening also improves the product itself, since broadly drafted language can often be narrowed in response to a legitimate concern, for example by exempting inherited property from a rental restriction, without giving up the board's actual goal.
How the changes are packaged matters as much as their content. A single amended and restated declaration forces owners into one yes-or-no decision, so a single unpopular item can sink the entire package, whereas line-item voting lets owners approve the nine changes they like even if they reject the tenth. Splitting the work into phases is another useful tactic, such as first lowering the amendment threshold, then handling the routine changes, and saving the most controversial item for a separate vote so it cannot drag the rest down.
Publishing the voting materials is the start of the campaign, not the end of it. A committee of owners, which builds more trust than the board doing the asking, can follow up by phone, email, or in person to collect proxies and answer questions. Unlike a board election, voting on amendments is not secret, so owners can hand back completed proxies on the spot or return them by text or email, and that flexibility should be used to make participation as easy as possible.
One of the most effective ways to lift participation is electronic voting, which the statutes authorize for both condominiums, under Section 718.128, and HOAs, under Section 720.317. Adoption starts with a board meeting noticed in advance and mailed to every owner, followed by a resolution establishing the system. The catch is that no owner can actually vote electronically until they submit an individual opt-in consent form, so associations should begin gathering those consents months ahead of any major vote, especially in snowbird communities where the practical voting window runs only from late fall to spring.
Two methods exist for collecting the votes, and the right choice depends on the threshold. The limited proxy method lets an association notice the meeting up to sixty days out and, if quorum is not reached, continue it for up to ninety more, giving a maximum window of roughly five months to gather proxies. The written consent method skips the meeting entirely and runs up to ninety days from the first completed consent, but it assumes full participation when computing the vote, which makes it a strong option when the threshold is a percentage of the total voting interest and a poor one when the threshold is measured against a quorum.
“This is a marketing campaign, and just like any sort of corporation probably would not make a practice of going and telling their customers how wrong they are, you need to sort of do an amendment project that way.” - Michael Kassower, Frank, Weinberg & Black, P.L.
Whether an amendment keeps pace with changes in Florida law can hinge on a single phrase. Documents that adopt the governing statutes as amended from time to time, language commonly called Kaufman language, automatically absorb later statutory changes, while documents without it may remain frozen under the law as it existed when they were written. Stale documents filled with outdated rules and ambiguous language are a frequent source of confusion, and adding this language is often a sensible early amendment for an older community.
The distinction is not absolute. Even without that forward-looking language, a purely procedural change in the law may still apply to a community, because it does not disturb any substantive right an owner bargained for. Substantive changes are the ones that generally require the connecting language to reach an existing community, which is why counsel should confirm how a given statutory update interacts with the specific documents in front of them.
An amendment is as much a conversation with the community as it is a legal instrument, and the associations that treat it that way are the ones that succeed. When a board knows which document it is changing, follows the rules that make the change enforceable, and works as hard to win owner support as it does on the drafting, an amendment stops being a gamble. It becomes a reliable tool for protecting property values and keeping governance current for years to come.
It varies widely because the work is billed hourly. A straightforward package where the board knows exactly what it wants can run a couple thousand dollars, while extensive amendments involving multiple owner workshops can reach the range of ten to twenty thousand, and bundling several changes together lowers the cost per amendment.
There is very little room to do so, since federal law strongly protects an owner's right to a prescribed emotional support animal and an outright ban is not enforceable. Any change touching this area should be approached cautiously and only with guidance from the association's counsel.
For homeowners' associations, recorded covenants can lapse roughly thirty years after they were first recorded under the Marketable Record Title Act. An association nearing that mark should have counsel confirm whether a preservation or revitalization step is needed so the documents remain enforceable.
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Ashley Dietz is the VP of Marketing at Campbell Property Management and has led the company’s educational and marketing initiatives since 2013. A Florida Atlantic University graduate with a bachelor’s degree in communications, Ashley specializes in community association education, digital outreach, and industry engagement for Florida HOAs and condominiums.