Proposed Amendments

This page was last updated August 26, 2025.

About this Initiative

Our governing documents were drafted in 1986. The intention of the proposed amendments is to make PMHOA compliant with current Ohio laws such as Ohio Senate Bill (SB61), modernize and streamline our governing documents, provide opportunities for cost savings, and implement amendments that are in the best interest of the community. Each amendment was drafted by HOA legal representation, not the Board.

Process for Preparing the Amendments

Amendments Process - Full Review of Documents
Board & Legal

Full Review of Documents by Board and our legal firm with consideration of current Ohio laws and need for compliance.

Amendments Process - Amendment Drafting
Legal

Draft the Proposed Amendments.

Amendments Process - Mail Proposed Amendments
Property Management

The Proposed Amendments and Ballots will be mailed to Homeowners.

Amendments Process - Vote
Home Owners

Homeowners will cast votes for each amendment on one ballot and return to management.

When an amendment is approved, our legal firm will submit it to the County to officially ratify it to our governing documents.

Mid-Year Informational Meeting

PMHOA’s Mid-Year Meeting was Tuesday, July 1, 2025. The Board presented Association business updates and provided an overview of the proposed amendments to the governing documents. Approximately 30 members were in attendance. No proxies or ballots were distributed at the July 1st meeting.

Vote for the Amendments

In late August 2025, homeowners for each lot received a packet in the mail containing a cover letter with a plain-language description of each amendment, a ballot (one per lot), a self-addressed and stamped envelope, and the full text of each proposed amendment. Each amendment will be voted on individually, so you may either approve or deny each one.

Our governing documents (Third Amendment of the Declarataion) require 75 percent approval of the Association’s voting power to pass each amendment.  Voting remains open until the amendments are either approved or they fail. 

When you receive your ballot, whether you are in favor of or against the amendments, please sign, date, and return the Ballot to our property management company, Associa CMS – Mason.  We appreciate your prompt response.  

The proposed amendments are below with each featuring an explanation in layperson’s language, followed by the official drafted language.

Review the Amendments

Proposed Amendments Page

Proposed Amendment Language

The Proposed Amendments should be reviewed by all voting members.

Read the Amendments

As a reminder, these are a revision to our current Providence Manor Governing Documents.

Review the Plain Language Description of the Amendments

Amendment A: Notices and Other Actions and Communications

Our governing documents need to be updated to correspond with technology that is becoming more readily available and utilized by all of us. As a result, we believe it is in our community’s best interest to amend our governing documents to give our Association the ability and flexibility to operate more efficiently.

First, this amendment permits the Association to send notices to you electronically if you opt-in to do so. If you do not wish to receive notices electronically, you will of course continue to receive them by regular mail. If you wish to receive notices electronically from the Association in the future, you can opt-in by including your email information on the enclosed consent ballot, otherwise again you will continue to receive notices by regular U.S. mail.

Second, this amendment allows owners to use mail-in and electronic ballots to vote. If the amendment passes, the Board will decide if votes will be submitted by the owners in person at a meeting or if the votes can be submitted by ballot before the meeting. Ballots can be used to vote for Directors and on any other Association matter that requires a meeting to vote.

Third, this amendment also allows the Association to hold meetings virtually or in person.

If passed, we hope this amendment will enable owners to have more options available to actively participate and become involved with the Association functions in our community and save our Association money on costs associated with mailings and in person meetings.

Context & Historical Information

This not only will allow PMHOA to comply with Ohio SB61, but also increases efficiency, modernizes the methods of communication, and helps PMHOA save money.

Cost savings comparison: the cost for sending a typical board election ballot packet to 265 homes cost about $1,000. Digital voting through TownSq’s secure platform would cost about $350 and securely give access only to verified homeowners, restricting votes to one per lot. 

The current governing documents mention using telegrams and cablegrams.

Amendment B: Occupancy Restriction

To protect the community from a potential safety risk, the Board is proposing an amendment to the Declaration that will prohibit sex offenders for whom sheriff notification is required from living in a home within our community association. The amendment only applies to those offenders for whom public notice of their intent to live within our community is sent by the sheriff. If we receive a notice from the sheriff that an offender is living in our community, our collective safety and property values are at risk, and so those individuals would be prohibited from residing on the property.

Note that the prohibition amendment is limited to banning offenders from living or residing within our Association; it does not ban an offender from owning a home within the Association, as this would potentially conflict with federal and Ohio law. Thus, while an offender could own a home in our community they cannot live here. With the passage of the amendment, owners will also not have to decide whether they need to disclose the presence of a serious sex offender when selling their home.

Amendment C: Board Member “Good Standing“

Our Bylaws have minimal requirements to be a Director serving on the Board for our Association. That is, Directors must be a member in good standing with the Association. The current Board of Directors feels the Association would be better represented if the definition of good standing was defined such as being current in payment of their assessments to the Association and that they are not actively engaged in litigation against the Association. This amendment also allows Directors to be removed for various reasons, including conviction of a felony.

Details

The intention of this amendment is to articulate who is eligible to serve as a board member for the association.

  • Redefine “Good Standing” of Board of Directors:
    • Directors must not be an adverse party in any litigation with the Association or other Directors.
    • Directors are required to not be more than 60 days delinquent in the payment of any fees or assessments owed to the Association.
    • Directors must be in compliance with the governing documents, not have any unpaid assessments (dues or fees), and does not have a lien on their property.
    • A 30 day grace period for current board members to be in good standing (if not already) after Amendment is recorded or face removal vote from Board.
  • Eligibility (Complies with Ohio Senate Bill 61)
    • Director must be an Owner or spouse of an Owner, provided that if an Owner is not an individual, that Owner may nominate for the Board of Directors any principal, member of a limited liability company, partner, director, officer, or employee of that Owner to serve on the Board of Directors.
    • Majority of the Board may not consist of the Owners or representatives from the same Lot.
    • Directors must comply with state & federal reporting requirements.
  • Director Removal:
    • Director has been found to be of unsound mind (by court order).
    • Director files for bankruptcy or has been adjudicated bankrupt.
    • Director is or has been convicted of a felony for theft or other theft related crime, at any time in the past, or convicted of a felony for any other type of crime within the last 10 years.
    • Director no longer meets the qualifications or  requirements to serve on the Board as required by the Bylaws.
    • Director is physically incapacitated in a manner that  prohibits the Director from voting or participating in Board  meetings.  

Amendment D: Indemnification

At present, there is no adequate provision in our governing documents that provides for the reasonable and comprehensive protection of Directors, officers, or committee members who serve the Association in good faith on a voluntary basis. Most other associations provide comprehensive protection. This amendment adds that protection in our Bylaws. In addition to indemnifying former and present Directors, officers, or committee members, future Directors, officers, or committee members will be assured that they cannot be held personally liable for any reasonable decision the Board makes in good faith on the Association’s behalf. On the other hand, the amendment does not protect Directors who break the law and intentionally violate their legal responsibilities to the Association.

This article also formally requires Directors & Officers insurance coverage, which PMHOA has maintained since at least 2012.

Context & Historical Information

PMHOA has indemnification protections for Board Members in the Articles of Incorporation. The Board, since at least 2012, has carried Directors & Officers (D&O) Insurance. Legal counsel recommended adding indemnification language directly into our bylaws to ensure that liability protections for Board Members remain intact, even if the Articles of Incorporation were to lapse. It also formally requires D&O insurance coverage, which PMHOA has maintained since at least 2012.

Amendment E: Annual Meetings

The amendment requires the Association to have one annual meeting each year for the purpose of electing Directors. It also clarifies the time of the annual meeting to be held within 30 days from January 1st. This is a reduction from two required meetings and will align with as has been conducted since 2009. Since regular Board meetings are held on average every two months and are open to all HOA members to attend, the need for two larger meetings is unnecessary.

Context & Historical Information

Per historical meeting minutes, the July 1, 2025 Mid-Year meeting was the first PMHOA has offered since 2008. In February 2009, the board president motioned that the General Membership meetings be held once per year and the Board approved. This was never voted on by membership or legally changed in the HOA governing documents.

To comply with the governing documents, the current Board scheduled the 2025 mid-year meeting. Since Board meetings are held on average every two months and are open to all HOA members to attend, the need for two larger meetings is unnecessary.

For many years, board meetings were held in board member homes and not advertised to the residents to attend. Since early 2024, all regular meetings have been held at Cornerstone Church and advertised on TownSq and Facebook. 

This amendment keeps a requirement for one Annual Meeting, as has been conducted since 2009.

Amendment F: Special Meetings

Currently, our Bylaws require 25 percent of the owners to petition for a special meeting. By reducing the required percentage to 15 percent, we aim to ensure that meetings are more accessible while still maintaining fair representation.

Amendment G: Quorum

As some of you may be aware, we have had a difficult time obtaining the requisite quorum as stated in the Bylaws. For the past two years, it has required board members to spend many hours going door to door asking neighbors to fill out the proxy sheet to ensure we meet Quorum. To avoid the inconvenience of rescheduling these meetings because we cannot make quorum, we propose an amendment to lower the current quorum requirement to be based on those owners in good standing who are in attendance at the meeting or present by proxy. This requirement is consistent with many other homeowner associations, and is the standard in the State law for all non-profit corporations within Ohio. We also want to clarify that the current 60 percent quorum requirement that is needed to raise dues or impose special assessments is not changed by this amendment.

Context & Historical Information

The governing documents require ⅓ of members (88 lots) to be present through proxy or meeting attendance for elections of board members. Making sure quorum will be met is a time-consuming and tedious task for Board Members. For the past two years, it has required board members to spend many hours going door to door asking for neighbors to fill out the proxy sheet to ensure we meet Quorum. From 2007 to 2023, quorum was not consistently met. This amendment aligns with Ohio’s standard in Ohio’s Non-Profit Corporation Act of quorum made of those present. The Board included an additional condition requiring a member to also be in good standing (not delinquent in payments)..

Some Details:

  • There is NO CHANGE to quorum requirements for raising of dues (beyond what the Board is authorized to do), approving amendments, approving special assessments, etc.. The current vote requirement for these items will remain unchanged.
  • Proposed Change: For all other matters the presence in person or by proxy of Members in good standing constitutes a quorum at meetings of the Association. For purposes of quorum, a Member in good standing is defined as a Member who is current in the payment of any assessment or amount owed to the Association as of the date of the meeting.
    • This would remove the requirement of defining quorum for the above as ⅓ of Members (88 out of 265 homes).
      • This would align PMHOA with Ohio’s standard in Ohio’s Non-Profit Corporation Act of quorum made of those present.
      • The Board included an additional condition requiring a member to also be in good standing (not delinquent in payments). 

Amendment H: Board Structure & Terms

Currently, there are only four positions on our Board because four is the only number allowed by our Bylaws. We cannot add more Board positions without an amendment. As a result, we are proposing the enclosed amendment for a vote to increase the number of to 5. This is important to avoid tie votes. This amendment proposes adding the “Member at Large” Director and outlines their responsibilities.

In addition, our Bylaws currently require Directors to have one-year terms. This means all Directors will be up for election at our annual meeting every year. This could result in the entire Board potentially being replaced each year, which in turn creates the possibility for our Association to lose the benefit of having Directors who have gained valued insight and historical knowledge about our community. We do not believe that operating in this manner benefits our community in the long-term. As a result, we propose an amendment to increase the term length to two-years for all Directors and to establish staggered elections.

Context & Historical Information

The intention of this amendment is to have a roster of active participants in the board structure, with an uneven amount of members to avoid a tied vote.

  • Remove the Declarant, the original developer, who has been long gone from Providence Manor
  • Increase the number of Board Members from 4 to 5.
  • Name the 5th member as the Member-At-Large with a defined but broad role.
  • Create staggered 2 year board terms to have continuity

Amendment I: Disbursement

The amendment changes the amount the Treasurer can disburse without Board authorization, which currently is set at $50.00. This set dollar amount does not provide us with any flexibility and so the amendment proposes that the Board will vote each year as to what a reasonable limit will be for approving disbursements based on the budget.

Context & Historical Information

The Board drafts and approves a budget annually and shares it with HOA members at the Annual General Meeting and in the mail. Throughout the year, spending decisions are made based on the budget.

The governing documents state under the treasurer’s responsibilities that all disbursements in excess of fifty dollars ($50.00) require authorization of the Board of Trustees. The $50 limit was set around 1987 when the governing documents were drafted ($50 in 1987 would be about $150 in 2025). 

The proposed amendment would eliminate the $50 limit and allow the Board to set a reasonable spending amount each year for the Treasurer to abide by. With inflation what it has been over the past few years, a $50 cap is no longer reasonable. This amendment does NOT allow for reckless spending by anyone on the board. It only allows for spending in alignment with the adopted budget.

The intention of this amendment is to have a more flexible disbursement amount to a reasonable amount determined for inflation.

  • Allow the Board to determine disbursement amounts without Board vote (currently $50)
    • Removes the requirement for all expenses over $50 requiring authorization.
    • The board will determine at the organizational meeting each year the amount of money the Treasurer may disperse without a Board Vote.

Amendment J: Social Spending

This amendment will enable the Board to spend up to 2 percent of the Association’s annual operating budget on social activities, such as community picnics and holiday parties, which allows all of us to get together and enjoy each other. If passed, any social activity event the Board permits must be open to everyone in the community and also prohibits Association funds from being spent on alcohol. We believe that allowing this small amount of money to be spent on community related social activities and events will help us all get to know our neighbors and foster our community spirit.

Context & Historical Information

The intention of this amendment is to legitimize the social spending of the Association and become compliant with Ohio state laws. Historically there has been a budget for events ranging from ~16.6% of the budget in 2016 to 1.5% (current). The board has decreased this line item in the past three years with more conscious spending and simplified events.

  • Allow the Board authority to budget for social activities
    • Board may not permit, budget, levy spending over 2% of budget without membership vote.
    • All activities must be open to all owners/residents
    • No spending on alcohol
    • Includes indemnification for social activities
    • Complies with Ohio Senate Bill 61