Our statutory road association, the Long Pond Overlook Road Association has the following two articles:

ARTICLE V

Amendments

The By-Laws of the Association may be amended, altered or rescinded by two-thirds (2/3) majority vote of the members present or voting by written proxy or absentee ballot at an annual meeting. Amendments may be proposed by any member.”

ARTICLE VIII

Maintenance Fees 

The initial annual charge per parcel shall be $200.00. This charge may be increased by vote of the Association subject to the following requirements: A 2/3 vote of all Association members whether or not present at a duly called meeting of the Association shall be required to increase the annual property maintenance charge above the sum of $200.00 per year.”

Are these two, Article V and Article VIII conflicting in terms of Voting Requirements?

This is also my personal opinion:  I DO see a conflict here, and I'm not sure how to resolve it.  It appears the original intent was to make it difficult to increase the annual amount above $200 by making it necessary to get a vote that would more accurately represent all of the members, not just those who showed up at the meeting.  In the road association I'm involved with, we have 55 members but only 12-18 ever show up at annual meeting.  We figure if the rest can't be bothered to either show up or vote by proxy, they are agreeing to trust the few who do show up to make wise decisions.  But we don't have anything in our bylaws specifying a vote of all members.

The way your bylaws are worded, it sounds like under article 5, just 2/3 of those who show up could amend article 8 to change the number of votes required to increase the annual payment, but that would override the intent of article 8.  Or Article 5 could be used to simply amend the $200 amount in article 8, again, overriding the intent of article 8.

I wonder if you could get 2/3 of all members to respond to a written mail-in ballot?  If at least 2/3 of your members respond to annual bills that are sent out by mail (or email,) it doesn't seem like too much of a stretch to think you might get that good a response.  You would have to make sure the members all have sufficient information to make a good decision, i.e. arguments both for and against raising the amount.

I was hoping more MARA members would chime in on this one, which is why I didn't respond sooner.  Thank you, Sandy, for getting the discussion going.  I hope others will comment.

Sorry for the late response. My interpretation is to agree with Roberta. One requires two-thirds of all the members; the other requires two-thirds of the members present at the meeting.