Can condominium associations bypass statutory voting requirements through their governing documents? Park West Condominium Association v. Deppe Explained

In Park West Condominium Association v. Deppe, the Utah Court of Appeals addressed a fundamental question about the hierarchy of authority governing condominium associations that incorporate as nonprofit entities. The case demonstrates how statutory requirements can override seemingly clear provisions in governing documents.

Background and Facts

Park West Condominium Association sought to levy a special assessment requiring majority approval from unit owners. The association’s condominium declaration expressly permitted majority approval through mail-in ballot procedures. Following this process, 64% of voting members approved the assessment. The Deppes, who owned a unit during the assessment period but later sold it to Morgan, challenged the assessment’s validity, arguing that Utah’s Nonprofit Corporation Act required unanimous consent for mail-in voting.

Key Legal Issues

The central issue was whether the association’s condominium declaration, which authorized majority approval by mail-in ballot, controlled over statutory requirements. The association argued that its declaration provided sufficient authority for the voting procedure. The Deppes contended that the Utah Nonprofit Corporation Act, which required unanimous written consent for actions taken without meetings, superseded the declaration’s provisions.

Court’s Analysis and Holding

The Court of Appeals reversed the trial court’s summary judgment ruling. The court applied the principle established in Reedeker v. Salisbury and Levanger v. Vincent, holding that when a condominium association incorporates as a nonprofit corporation, it becomes subject to the Nonprofit Corporation Act’s requirements. The court emphasized that the Utah Condominium Ownership Act expressly states its provisions are “in addition and supplemental to all other provisions of law.” Consequently, the statutory unanimous consent requirement for mail-in voting superseded the contrary provision in the association’s declaration.

Practice Implications

This decision establishes that statutory requirements take precedence over governing document provisions when they conflict. Practitioners representing condominium associations must ensure voting procedures comply with applicable nonprofit corporation statutes, not just association declarations. The court noted that subsequent amendments to the Nonprofit Corporation Act have addressed some of these voting challenges, but the principle of statutory supremacy over governing documents remains crucial for practitioners to understand.