Maine Alliance for Road Associations
Establishing a set of by-laws for a statutory road association
I would again like to thank the respondents of my previous posts as they were all very helpful.
Regarding this post, As background, our road association was formed in 1986 and operated as an informal road association up until 2016. The only governing document was a Road Maintenance Agreement (the ‘RMA’). The RMA states, “ This agreement is incorporated into and made a part of a certain purchase and sales agreement of even date, which is herewith attached.” After considerable research of the County Registry records, member deeds and Town records, it was found that the RMA was never recorded in any of the aforementioned locations/documents and therefore, would be of little help if the Association ever had to pursue legally. So, after 30-years of operating informally, the Association decided to upgrade to a statutory form of association in 2016, but with no by-laws and a useless RMA.
As the Association President, I am in the process of forming a By-laws Committee for the purpose of forming a set of by-laws to bring to the Association membership for approval. However, I have since found that not all members were sent the original Warrant and Notice of Meeting as required by MRSA, Title 23; 3101-4 and I am now questioning the validity of our statutory status. Now for my questions: Would forming a set of by-laws be pre-mature if the Association statutory formation was not done properly? I am guessing that the Warrant/Notice of Meeting will now need to be re-sent as required.
I believe you are correct. In the case of Sunshine v Brett, the Court said that a road association that had not properly notified EVERY owner of property that benefited from the road was unenforceable. I've heard some people say that a statutory road association only exists from year to year, although the initial notice only has to be sent out once. I've never quite understood how they figure that. But in any case, I don't think there would be any harm in sending notice of your next annual meeting by the method required for your initial meeting. I don't see anything in the law that says when you need to approve your bylaws. It seems to me that you could just put approval of your bylaws on the agenda that goes out with the notice of the meeting, and include a copy of the proposed bylaws. You could then vote on them at that meeting. If they are not approved as written, you could vote on an alternative action, i.e. to amend them and then approve them, or to appoint a committee to revise them and resubmit them. Our association's bylaws require thirty days' notice before a vote to amend the bylaws, but that would be fulfilled in meeting the requirements for notice of the meeting anyway. Besides, if you currently have no bylaws, there can't be anything in the bylaws stating by what process the bylaws need to be presented initially. Just read the statutes carefully and make sure you don't miss any requirement this time.
Roberta, Thank you again. Aster posting my issue, I went deeper into the MARA resources link and came from it the very same conclusions in your response. Yes, I should have read all the resources first, but, what can I say, I am learning as I go. This morning I plan to read all of Atty. Mary Deenison's links from last years conference. For the record, the $25 membership fee I paid to belong to MARA was the best $25 I have spent in a long time. Chuck Miller, Pres. Long Pond overlook Homeowners Association
Chuck - Thanks for your endorsement of MARA! Please let us know if after digging deeper into the available materials you have further questions. Also, if you find some other information that applies to this topic, please add it to this thread so others can easily find it. Our web master did us a great service when he made the forum searchable. It is becoming an encyclopedia of information about road association formation and operations!
We have found our by-laws most useful for avoiding conflict in decision-making. I wrote a set of by-laws, with help from interested members and our Attorney, based on the DEP Handbook and MARA Resources Page samples. They were voted on initially as part of the Warrant to form our Association in 2016.
Our by-laws are recorded. We will be voting (2/3rds majority) on a 3rd Amendment in the fall that consolidates previous amendments and restates the entire by-laws for the Registry. I don't think we will need much amendment going forward.
I like to tinker with by-law clarification issues (By-laws time line for delinquency differed slightly form the Statutes) and solve problems that arise (like the need for a non-owner resident category of membership --see Mudseason 2020) so recording for me is interesting and fun.
The Maine Alliance for Road Associations