The Bylaws represent a legal contract between the Membership of MALA and its elected Board. It is the duty of the Board to follow and abide by the Bylaws of MALA to the extent reasonably possible. In terms of the financial portions of the Bylaws, the Board, and in particular its officers, have an additional fiduciary duty to the Membership regarding its stewardship of Association funds.

These Bylaws do not stand alone. The Bylaws are affected by Federal, State, and local laws, as well as the Articles of Incorporation and covenants, and by case law, any of which may modify or nullify any provisions in the Bylaws. A concrete example would be the provision that state, in pertinent part, “shall require a two-thirds majority of the members voting.” While this refers to a “majority of the members voting,” the Virginia Nonstock Corporation Act requires that membership voting be counted by number of properties owned by each owner of lots. Therefore, this Bylaws requirement is overridden by State Law and is therefore invalid. Also, the text with strikethrough has not been amended by any action of the Membership (who must approve all Bylaw amendments), but rather through MALA’s legal opinion in 2009 that it does not qualify for operation under the Virginia Property Owners Association Act (VPOAA). Therefore, all references in the Bylaws to the VPOAA are void, and these are marked through in the Annotated Bylaws, available on this website.

Order of Priority of Action: Federal Law > State Law > Covenants > Articles of Incorporation > Bylaws > Rules > Policies and Procedures Manual. No authority at any level may contravene or override any provision of any authority above that level. As an example, the Bylaws cannot impose additional or different restrictions over covenants that do not mention or contemplate such restrictions. However, the Bylaws or the Architectural Committee may interpret some parts of the Covenants as guidelines, i.e. the “appearance in harmony with the neighborhood” provision that is present in all of the Covenants. However, such restrictions must be legally reasonable in nature in order to withstand court challenges.

See Reference Copy of 2007 Bylaws
See Annotated Copy of 2007 Bylaws
See Historical Versions of Bylaws