Can homeowner associations amend CC&Rs through mail-in ballots without meetings? Levanger v. Vincent Explained

In Levanger v. Vincent, the Utah Court of Appeals addressed whether a homeowners association could amend its covenants, conditions, and restrictions (CC&Rs) through mail-in balloting without holding a duly called meeting of members.

Background and Facts

The Highland Estates Property Owners Association sought to update its 1972 CC&Rs. After failing to obtain the required majority vote at the 1994 annual meeting despite unanimous approval from attending members, the trustees decided to conduct mail-in balloting. The association extended the voting deadline and ultimately received 149 favorable votes out of 175 total ballots cast, representing about 57% of lot owners. Homeowners Jean and Rebecca Levanger later challenged the validity of the amended CC&Rs, arguing the mail-in procedure violated statutory requirements.

Key Legal Issues

The central issue was whether the Utah Nonprofit Corporations Act and the association’s bylaws permitted amendment of CC&Rs through mail-in balloting rather than action at a duly called meeting. The court also considered whether the homeowners waived their objections by not protesting the procedure until after the CC&Rs were recorded.

Court’s Analysis and Holding

The court applied correctness review to the interpretation of statutes and contracts. Under the Utah Nonprofit Corporations Act, member action without a meeting requires unanimous written consent from all entitled members. The association’s bylaws similarly required voting at duly constituted meetings. The court rejected the “substantial compliance” argument, holding that when statutory procedures protect members’ interests, strict compliance is mandatory. The mail-in balloting failed to meet either the unanimous consent requirement or the meeting requirement.

Practice Implications

This decision emphasizes that homeowner associations must strictly follow corporate governance procedures when taking significant actions like amending CC&Rs. The ruling clarifies that directory versus mandatory distinctions depend on whether the procedure protects member interests. Practitioners should carefully review both statutory requirements and association governing documents before advising on alternative voting procedures.