Proposed Amendments

About this Initiative

These proposed amendments were drafted by our legal firm with the intention of allowing PMHOA to become compliant with updated Ohio laws, allow for modern communication and voting methods, and improve the governing structure and processes for the board.

Process for Preparing the Amendments

Attend the Mid-Year Informational Meeting

A mid-year meeting for members of the Providence Manor HOA is scheduled for July 1, 2025 to share a mid-year update and introduce proposed amendments.

Date: Tuesday, July 1, 2025 Time: 7:00 p.m. (sign-in begins at 6:30 p.m.)
Place: Cornerstone Church at 7600 Princeton Glendale Rd, West Chester, OH 45069, in the Student Gathering Room on the east side of the building.

Meeting Agenda

• Association business updates
• Overview of the Proposed Amendments
• Community Questions

Vote for the Amendments

In Summer 2025, all homeowners will receive a packet in the mail including the amendments and ballots with instructions for voting and returning your ballot. Each amendment will be voted on individually. Once ballots are received, we encourage all homeowners to vote & return the ballot quickly.

Our governing documents 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. 

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

Review the Amendments

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

Amendment A: Notices, Communication, Meetings

Summary from Legal:

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.

Additional Note from the Board:

The intention of this amendment is to modernize the methods of communication within the Association, comply with state law, and create a cost savings through less need for mailings sent through the postal service.

Amendment B: Occupancy Restriction

Summary from Legal:

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.

Additional Note from the Board:

The intention of this amendment is to allow the Association to take action if a Tier III sexual offender is living in the neighborhood. The amendment is drafted so that the Association could take action as soon as it receives notification that a Tier III offender is living on the property.

Amendment C: Board Member “Good Standing“

Summary from Legal:

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 Directors were also required to be in good standing with the Association.  This means they are 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. 

Finally, language is included in this amendment to permit a majority of the Board to serve from the same lot so long as a Board resolution is adopted.  This is included so our Bylaws are consistent with recent changes in the State law that governs homeowner’s associations

Additional Note from the Board:

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

Summary from Legal:

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.

Additional Notes from the Board:

The intention of this amendment is to provide protection for board members regardless of the Incorporation status of the Association, in case the Articles of Incorporation lapses for any reason.

• Adds Indemnification Of Directors, Officers, And Committee Members
  • Currently only present in the Articles of Incorporation.
• Includes requirement of the Association to have Directors & Officers’ Insurance
  • The Board already has this insurance, but adding as an amendment ensures this is maintained.

Amendment E: Annual Meetings

Summary from Legal:

Summary coming soon.

Additional Notes from the Board:

The intention of this amendment is to align with what has been done in practice for many years in the Association.

• Removes requirement for two membership meetings per year.
  • A second meeting has not been held in years.
• Meeting within 30 days of January 1 will remain
• Regular Board Meetings will continue to be open.
• The board will continue to use Executive Sessions to discuss confidential matters.

Amendment F: Special Meetings

Summary from Legal:

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.

Additional notes from the Board:

The intention of this amendment is to make it easier for Association members to request a special meeting.

• The President will continue to be able to call a Special Meeting.
• The President will call a special meeting if directed by
  • a resolution of majority of a quorum of the Board of Directors
  • or a written petition signed by at least 15 percent (15%) of the total votes of each class of Members of the Association. (Note: This is a reduction from 25%)

Amendment G: Quorum

Summary from Legal:

As many of you may be aware, we have had a difficult time obtaining the requisite quorum as stated in the Bylaws.  To avoid the inconvenience and added expense of having to always reschedule these meetings, we propose an amendment that would establish quorum in the Bylaws 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.

Additional notes from the Board:

The intention of this amendment is to make it easier for elections and meetings to be held where quorum is required.

• Redefine quorum:
  • No change: A quorum for votes involving the raising of dues or special assessments remains at sixty percent (60%) of Members.
  • 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 an Member who is current in the payment of any assessment or amount owed to the Association as of the date of the meeting.
    • Change: No longer requiring ⅓ of Members (88 out of 265 homes).
    • This adjusts the requirement to a an almost bare minimum threshold, but still requires members to be in “good standing.”

Amendment H: Board Structure & Terms

Summary from Legal:

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 this amendment for a vote.  This amendment adds a Member at Large to the Board 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.

Additional notes from the Board:

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.

Amendment I: Disbursement

Summary from Legal:

Summary coming soon…

Additional Notes from the Board

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

Summary from Legal:

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.

Additional Notes from the Board

The intention of this amendment is to legitimize the social spending of the Association and become complaint with Ohio state laws. Historically there has been a budget for events of up to around $5,000 per year (several years ago). 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