Expired Articles of Incorporation revamped with no vote?

Highly unlikely the 2nd version is valid.

According to the UTAH corporations website, if your association was expired/delinquent for more than 2 years, the Association had to completely reapply as a new corporation.

If this occurred with your Association, it can easily explain the errors you identify.

Expecting this to be the case, should their have been a vote? I think so. However, it's possible that it wasn't necessary as the corporation that had the initial set of AOI was no longer recognized as a corporation. Per Chapter 6a Utah Revised Nonprofit Corporation Act, specifically 16-6a-1002. Amendment of articles of incorporation by board of directors or incorporators. the board may make some amendments to the AOI without membership approval.

Additionally, since this would have technically been a new corporation, per this article from the UTAH corporations commission, it appears that the incorporators (your board of directors at the time) create the initial set of articles of incorporation when creating the corporation. Hence, no membership approval is required.

In summary - per your posting, the old corporation was dissolved by the Utah corporation commission. Based on your posting, it is expected that it had been more than two years since the dissolution - hence a new corporation had to be created. This means the previous set of AOI was no longer valid. The Board, in accordance with the corporation commission rules and statutes, created a new set of AOI, filed for and created a new Corporation for the HOA.

TimB4,

Thank you for your response. I was getting stuck on whether or not reinstating the expired Corporation was the correct step, or if it was basically the only option to start new after 2 years. My confusion has also been that both the old and the new reference the same Declaration of Covenants under their "Purposes" section, but then drastically change-up the details included. See below:

OLD: "Thc Declaration is hereby incorporated by reference and made a part of these Articles of Incorporation. The Association shall be operated to perfom the functions and provide the services contemplated by the Declaration. Except as otherwise provided herein or as may be required by the context hereof, all terms defined in the Declaration shall have such defined meanings when used herein. No dividend shall be paid, and no part of the net income of the Association shall be distributcd, to any of the Members, Board of Trustees, or officers of the Association, except as otherwise provided herein, in the Declaration, or under Utah law."

NEW: "The Association is authorized to:
(a) Exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in that certain "Declaration of Covenants, Conditions and Restrictions" and other Declarations or Amended Declarations which may be recorded from time to time;
(b) Fix, levy, collect and enforce payment by any lawful means, all charges or co assessments pursuant to the terms of the Declaration; to pay all expenses in connection therewith and all office and other expenses incident to the conduct of business of the Association, including all licenses, taxes or governmental charges levied or imposed against the property of the Association
(c) Acquire (by gift, purchase, or otherwise) own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise a: dispose of real or personal property in connection with the affairs of the Association.
(d) Borrow money, and with the assent of Owners, mortgage, pledge, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred.
(e) Have and to exercise any and all powers, rights and privileges which a corporation organized under the Non-Profit Corporation Act of the State of Utah may now or hereafter have or exercise."

I'd add that the new AOI would be OK IF nothing in it conflicts with the Declaration of covenants, which, in the "hierarchy of documents" supersedes the Articles. Or is UT difference than most states?