Virginia - Property Owners’ Association Act question

I’m a new president for an HOA in Virginia. It is also a non stock corporation established in 1987. Our bylaws have not been updated/amended since 1994. In 2019 Virginia enacted the Property Owners’ Association Act (POAA) and our bylaws either (1) conflict in some instances with the POAA or (2) are silent on many of the POAA provisions. Our Board of Directors have drafted changes to our bylaws to bring them into line with the POAA and have sent those changes out to our membership for comments.

One of our members, a past President, has said that because our HOA was incorporated in 1987, the HOA is grandfathered from the provisions of the POAA. She cited the following excerpt from the POAA:

“ § 55.1-1801. Applicability
A. This chapter applies to developments subject to a declaration initially recorded after January 1, 1959, associations incorporated or otherwise organized after such date, and all subdivisions created under the Subdivided Land Sales Act (§ 55.1-2300 et seq.).

B. This chapter supersedes the Subdivided Land Sales Act (§ 55.1-2300 et seq.), and no development shall be subject to the Subdivided Land Sales Act on or after July 1, 1998.

This chapter shall not be construed to affect the validity of any provision of any declaration recorded prior to July 1, 1998, provided, however, that this chapter shall be applicable to any development established prior to the enactment of the Subdivided Land Sales Act (§ 55.1-2300 et seq.)(i) located in a county with an urban county executive form of government, (ii) containing 500 or more lots, (iii) each lot of which is located within the boundaries of a watershed improvement district established pursuant to Article 3 (§ 10.1-614 et seq.) of Chapter 6 of Title 10.1, and (iv) each lot of which is subject to substantially similar deed restrictions, which shall be considered a declaration under this chapter.”

According to her, the second sentence in subparagraph B is what grandfathers the HOA from compliance with the POAA. Our HOA has only 33 lots and has a Board of Supervisors instead of a county executive. We are not in a watershed improvement district and each lot is covered by the same declaration.

It seems pretty clear to me that paragraph A says we’re subject to the POAA, but am unclear as to what that second sentence is telling me. Can anyone clarify it for me? Thanks.

My thoughts --

-- I feel the past President is abusing the word "grandfathering." The Virginia POAA does imply that a certain amount of grandfathering is in place. However by my study, the effects of this "grandfathering" turn out to be negligible or likely non-existent. This is for reasons I describe below. Note: I think "grandfathering" is a word much abused at this site and nationwide. When people use it, they should understand that it has a general meaning. For a specific situation, details of exactly how something is "grandfathered" need to be laid out. If someone says simply, "Oh, xyz is grandfathered... " then they need to explain exactly what this means as it pertains to xyz. Otherwise AFAIC the someone does not know what they are talking about and is just, ya know, kinda bullsh-tting and trying to sound like they are smarter than they are. Again, just my opinion.

-- The bolded and underlined sentence above most certainly does not mean that this HOA is simply not subject to the POAA.

-- The bolded and underlined sentence speaks solely to a HOA's declaration. Yet much of the POAA is concerned with bylaw provisions. This seems to have gone completely over the head of the former president.

-- Where a section of the POAA refers to the declaration, by my reading the section seems to always qualify the applicability of the section with words like "Unless the declaration says otherwise... " Arguably it is these qualifying phrases that result in a kind of "grandfathering."

-- No case law exists that uses the phrase bolded and underlined above. For one, this says to me the phrase does not have the profound effect that the past president claims.

-- If you agree with the above, then maybe present the above to the former president. Ask the former president to identify exactly which sections of the POAA conflict with the HOA's declaration. Make sure she understands that a qualifying phrase like "Unless the declaration says otherwise... " translates to no legal conflict between the statute section and the declaration. (If she does not understand why this denotes no legal conflict, then on this subject, she is in over her head.)

Actual bylaws.