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).