The rights and responsibilities of the Association, its elected Board of Directors, and the owners/members are set forth in three legal documents which are collectively referred to as the “Governing Documents”. The content of each of these documents is described below.
The Articles of Incorporation created the corporate entity when they were filed under Chapter 317, the Minnesota Nonprofit Corporation Act. The primary purpose of the Articles was to create the corporation and they contain little detail concerning how the corporation operates. This document was rewritten in 1998 but it is unlikely that they will again be amended since they contain little operational authority.
The Bylaws address how the Association governs itself. For example, this is the document which states how many Directors serve on the Board, the length of Board terms, how vacancies are filled, what constitutes a quorum at Membership Meetings, specifies the content of the Annual Report, etc. The Bylaws are filed with Ramsey County and cannot be amended unless 67% of all owners give their approval.
The most important of the three documents is the Declaration, which addresses such important matters as assessments, maintenance responsibilities, definition of Units, Common Elements and Limited Common Elements, insurance, restrictions on how the property can be used, authority of the Board to establish Rules and Regulations, architectural control, and the allocation of assessments and voting rights between the Units, to name some of the more important subjects covered in the Declaration. The Declaration is recorded at Ramsey County and because it is so important, it cannot be amended unless at least 67% of all the owners (not just those voting) give their approval.