Re: Question about using addendums
From: Sharon Villines (sharonsharonvillines.com)
Date: Tue, 16 Apr 2019 11:36:34 -0700 (PDT)
> On Apr 16, 2019, at 1:16 AM, Chris Terbrueggen <christopher402 [at] 
> gmail.com> wrote:
> "An addendum is something added to a previously existing written document –
> usually a contract. Typically, it is either a more detailed explanation of 
> something already
> noted in a contract or a proposed change to the contract. 

Note that addenda are usually used in relation to contracts. Contracts outline 
very specific agreements related to services rendered and monies paid. 
Contracts can be enforced by law between 2 or more parties. The transaction is 
between them. Contracts don’t create communities. Contract law is a whole area 
of the law unto itself.

Bylaws, policies, and guidelines are not contracts in the same sense. Yes, they 
can be enforced — someone plants a tree without permission, the Association can 
remove the tree. If someone uses facilities against the rules, the board can 
levy a fine (if the Bylaws allow). That isn’t really the same as having a 
contract negotiated between the Association and an individual. Associations 
negotiate contracts with trash haulers and electricians. Contracts have time 
and service limitations. Bylaws and Policies usually govern all future actions 
until the documents are changed or no longer apply. And then there is state law 
on top of that.

1. State and local laws define and govern legally registered entities. What 
they can or must do. The DC law has lots of "unless otherwise stated in the 
bylaws” that set defaults if you don’t define your own.

2. Bylaws state how the Association will function within the state laws. Noise, 
parking, storage, rights to appeal, decision-making processes and criteria.

3. Policies are more temporal and subject limited than Bylaws. They can be 
changed by the owners usually without registration with the government. New 
owners agree to abide by the Bylaws and Policies when they close their 
purchase. An addendum might be used for policies so instead of revising a 
policy, an addendum would be approved. It’s usually a shorter discussion than 
doing a revision. In governance these are usually called “amendments” and would 
be approved the same way policies are. They would not be  written willy-nilly 
by a team unless you have willy-nilly a decision making process (ill advised).

4. Guidelines cover operational agreements and can change very often. The 
important thing is to decide if the community has to agree to them or whether a 
team can establish them. Be sure that you define the compliance expectations. 
Some think they are nice but can be ignored. Others think they are as binding 
as policies.

An example from a Pet Policy process:

State & Local Laws: 
A condo is a public property and governed under the pet regulations for all 
public properties. It is not a private residence. The Association as a whole is 
responsible and thus liable for controlling pet behavior on the common grounds 
and in common buildings.

Bylaws: 
Unless prohibited by State and local laws, residents may keep pets under 25 lbs 
that do not cause noise or safety concerns for other residents. All pets must 
be under the control of the owner at all times.

Policies:  

1. At Happyville Cohousing,"under the control of the owner” requires that the 
owner or other responsible adult over the age 12 be present with the pet in 
common areas and able to prevent any actions that may harm others.

2. While alligators are not excluded by state law, the community has decided 
they create conditions that are potentially dangerous and their presence 
disturbs other residents even when confined inside an owners unit. Thus they 
are not allowed. 

3. Cats are allowed if they are kept inside an owners unit except when walked 
on a leash or enclosed in a Pet carrier. Care should be taken to protect other 
residents who are allergic to cats.

Guidelines:
New residents must declare already owned pets and speak with the Pet Team to 
ensure that they meet community requirements or if exceptions can be made for 
the life of the specific pet. Depending on the nature of the pet and its unique 
behavior, exceptions to the policy can be approved by the Pet Team after 
consultation with the community.

Thus a guideline could easily be changed with an email to the community asking 
for feedback from members. If I were a devoted cat owner, however, I would want 
the policy to stipulate that cats under 25 lbs are allowed. I couldn’t be 
assured by an easily changed guideline.

> I would like some feedback on using addendums.  Here are my questions.  Do
> you think addendums are helpful when clarifying cohousing policies before
> they are approved? After the policy is approved, does your governance
> bylaws explain how policies are amended compared to addendums?

We tend to revise policies, not add on to them. We have made amendments to the 
Bylaws to change a specific requirement — like quorum. During the great housing 
crisis, we had so many rentals and absentee owners, we were having difficulty 
getting a quorum for decisions that were made only by owners. That requires a 
Bylaws amendment.

We have, however, approved a policy in parts — We have consent on #1 and #3 and 
decide to drop #2 and keep discussing #4 and #5.

>  Or, does
> the committee, who has the responsibility of implementing the policy,  have
> free rain to alter the addendum?

Never. Only instructions for using something — how to reserve the guest rooms 
or the dishwashing process after meals, would be changed by the team without 
approval. But even then, the team would announce the proposed changes and ask 
for feedback. For example: we have a disagreement about soaking dishes before 
putting them in the dishwasher or just scraping them. The Kitchen team had to 
back off from requiring only one way.

An amendment or addendum to the Bylaws, policies, and guidelines would be 
approved in the same way that the original was approved. For us that is usually 
consensus at a membership meeting with quorum but the impact of the decision 
might allow approval by email.

Communities using sociocracy will probably have at least some of these 
decisions delegated to teams. The delegation is clear and with the consent of 
the membership. The members of teams are also elected by consent. It is clear 
who has been given authority and under what conditions. If there is a 
disagreement with a team, the decision moves to a team with broader authority. 
Pet Team, 3 members > Community Living, 10 members > coordinating team 9 people 
representing all the teams > Board > outside expert.

A long answer to say, use the same decision-making process for changes or 
additions that you use for initial documents. Otherwise there will be much 
confusion about who says? And what do they mean?

Sharon
----
Sharon Villines
Takoma Village Cohousing, Washington DC
http://www.takomavillage.org




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