My question is: if the original by-law amendment process (Article XIII as a point of reference) states that a simple majority of ALL members is required for changes, and that provision has not been amended, then is it legitimate for an amendment (amended Article VII) to prescribe a less-restrictive change process if the change is isolated to the specifics of the amendment itself?

To give a little context: my HOA recently voted on highly-contested proposal for a dues increase (~60% increase). The proposal was recently announced as having passed with majority: 65 votes of 129 "homeowners in good standing"

The by-laws of our association mention the amendment process (Article XIII) with the following wording:

"These By-laws may be amended, at a regular or special meeting of the members, by a vote of a majority of the members. Such votes of the members of the Association shall require the designated affirmative vote of all the members, not just the designated affirmative of a quorum of the membership"

Originally, from what I can tell, the By-laws did not include explicit dues rates, so amendments were passed in 1985, 1988, 1991, and 1997 to update that.

In 1985, the first dues introduced (added to Article VII) with a provision that

"Any increase in this amount must be approved by a majority vote of the Members of the Association."

In 1988, however, that provision was changed to include the following wording(emphasis mine): "Any increase in this amount must be approved by a majority vote of the members in good standing of the Association."

The amendment in 1991 removed the "in good standing" requirement, but then the amendment in 1997 added it back in. (Our HOA is nothing if not inconsistent)

In this specific case, having at least one member who's not in good standing reverses the outcome of the vote (65 affirmative votes is majority of 129 members in good standing; but it's not the majority of 130+ total members).

1 Answer 1


Since you did not provide the full text of your bylaws I will proceed by how I would imagine the language was written. I will give an alternative at the end of the answer. Your organization (HOA) created a set of bylaws. The bylaws indicated the method by which they can be amended. Later on the HOA added an amendment to these bylaws authorizing dues and instituting a specific procedure by which the dues could be increased.

Now assuming this amendment was properly adopted (i.e. the original requirement was followed to amend the bylaws) it is now on equal footing to any other part of the bylaws.

What this means is you now there is a process which can voluntarily be followed for increasing dues. You can either continue using the old process to amend bylaws and increase the dues that way or you can use this new process to increase dues through a majority vote of the members in good standing. Either way is valid to increase the dues. Thus the procedure as you described is a valid way to increase dues.

However, if the language in your bylaws was poorly worded I might come to the opposite conclusion, which is possible. Suppose the amendment to the bylaws, which originally created dues, specified the dues as part of the bylaws (like exact dollar amount). Suppose that the language about increasing dues was poorly written and said exactly what you quoted: “Any increase in this amount must be approved by a majority vote of the Members in good standing of the Association”. Then there really needs to be an analysis of what procedure was indeed meant by the original adopters of the language or relevant case law in your state. It is unlikely, but possible, that this language could be interpreted to put another, separate, requirement on amendments to the bylaws that specifically increase the dues. I.e. dues increasing amendments must be both approved by the majority of the members and majority of the members in good standing. However, if at all competently written the bylaws should not require this method of approval unless it was intended to require this method.

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