Board violating Bylaws?

I have been serving on the BOD for a road association in Maine for a little over a year. Our PURPOSE statement in the bylaws reads, "Section 3. PURPOSE. This Maine not-for-profit corporation is an association of neighboring property owners organized for the purpose of maintaining in a reasonable state of repair private ways in Cumberland County, Maine, known as Warren Drive, Robert Trail, Morrill Road, Vickie Lane and all other ways and common areas shown on a Plan of Warren Shores recorded in the Cumberland County Registry of Deeds in Plan Book 163, Page 15, consisting of three sheets, and any additona1 roadways constructed
on the land shown on the said Plan, or any extensions, revisions or further resubdivisions thereof, (hereinafter called the “Development”), and any common areas or facilities used or made available for use in common by all members of the Association in the Development, and having been accepted by the Association by majority vote.

This statement was revised in 2001 by adding “and having been accepted by majority vote”. There was a quorum and the vote was unanimous. The reason for the revision was that a lot owner created a ROW on his property as he had intentions of building several homes. He tried to force the association to maintain the road, but the board at that time, claimed that it was a private easement and not a road. The lot owner took the matter to small claims and the judge agreed with the association.

Fast forward to 2008. It turns out that the attorney that help revise the “purpose” statement did not follow Maine’s statutes for amending bylaws for a non-profit. The Articles of Inc. has a “Purpose” statement that used to be identical with the bylaws until that phrase was added at the end. The statute reads,” The bylaws may contain any provisions for the regulation and management of the activities of a corporation not inconsistent with law or the articles of incorporation.”

Now there are 4 homes on the ROW mentioned above and the town recognized it as a “private way” in 2002 when the 3rd building permit was pulled. The homeowners want the road maintained by the association as the stated in the bylaws. None of the other members, about 30, want to because the dues will probably need to be increased.

I also understand that Maine courts view a corporation’s bylaws as a binding contract between member and Association. Are we, as a Board, violating the Bylaws?

it sounds like yes, you are violating the one statement you provided us, since the addition of "approved by the majority" doesn't actually count.

However, that means you need to look deeper... were the roads done correctly, according to your rules? I suspect you have more rules in there that may indicate that such developments must be voted on, approved by the board, etc.. I would look for those, and use them to prove that the road wasn't built legally either, and thus, you are both back to square one. the roads weren't approved, built to code, done via the right rule, etc., and no, you don't need to maintain a road done wrong.

and then i would get the correct revision into the recorders books: I am not sure you need another vote, you should be able to simply do what the legal folks should have done correctly back the first time: you are not changing anything, you are simply doing the process RIGHT, as determined by the wishes of the owners originally.

Thank you for your replies.

Our association has never had any standard by which a road should be constructed. We are currently in the process of developing one for any future roads. Also, from what I've read, when the notices were sent out to the members informing them of the proposed change to the bylaws, the notice must also state that the Art. of Inc. will be revised also, and it did not state that.

Thanks again.

Lori