Q. Our building’s house rules and bylaws have not been updated in over a decade and don’t address newer issues like short term rentals, EV charging, or virtual board meetings. What can we, as a board, update on our own in our house rules and what requires a formal vote and approval by shareholders to update our bylaws or governing documents?  

                                       —Seeking Solutions 

A. “The answer depends on which governing document is at issue,” says Leah Bloomberg, partner at New York law firm Vallely Mitola Ryan. “House rules are the most flexible tool available to a board. Most proprietary leases and bylaws authorize the board to adopt or amend house rules by majority vote at a board meeting, with no shareholder approval required. This makes house rules well suited to operational issues like EV charging, station allocation, cost sharing, installation standards, and liability can all be addressed at the board level, ideally with counsel's review before adoption.

 “Bylaws govern corporate structure and procedure, including whether the board may meet or vote virtually. Amending bylaws typically requires a shareholder vote, often a majority or supermajority depending on the amendment provision in the document itself. If existing bylaws are silent on remote participation, that issue should be addressed formally in the bylaws rather than resolved by informal practice.

 “The proprietary lease governs subletting,” Bloomberg continues, “which is where short-term rental restrictions belong. Lease amendments almost always require shareholder approval, often two thirds. Boards can and should reinforce a short-term rental policy through house rules, registration requirements, minimum lease terms, fines, but house rules alone can't create an enforceable prohibition if the underlying lease doesn't already restrict subletting broadly enough to reach short-term stays. House rules function as an operational layer on top of the lease, not a substitute for it.

 “For buildings whose documents haven't been reviewed in years, the more efficient approach is often a coordinated review of all three documents at once, identifying every gap up front and presenting any necessary shareholder vote as a single package rather than piecemeal.”