## Facts

- El Dorado Estates Division No. Two is a condominium whose declaration (recorded in 1976) allowed pet ownership, while authorizing the association to regulate or prohibit animals by “rules and regulations.”
- The unit owners’ association was organized as an Alaska non-profit corporation to manage the condominium and enforce bylaws and occupancy rules.
- The original bylaws permitted pets subject to restrictions.
- At the June 28, 1979 annual meeting, 20 of 23 unit owners were present in person or by proxy; the owners voted to amend the bylaws to ban pets, except existing pets (a grandfather clause).
- In September 1982, the association sued unit owners James A. Carroll, James Adkins, and Guy Whitney for an injunction to enforce the amended pet ban.
- Defendants admitted they kept pets contrary to the amendment, but argued the amendment was invalid due to inadequate notice of the meeting’s purpose, materially misleading proxy solicitation, and inconsistency with rights reflected in the declaration.
- The superior court granted summary judgment to the association and enjoined defendants from keeping pets in violation of the amendment.

## Issues

1. Whether the association validly adopted the pet-ban bylaw amendment under governing statutory and corporate requirements for notice and proxy voting.
2. Whether the association could enforce the pet-ban amendment through injunctive relief when the amendment’s adoption was procedurally defective.
3. Whether, given the declaration’s provisions on animals, the association’s authority to restrict pets depended on compliance with bylaw-amendment procedures.

## Decision

- The Alaska Supreme Court reversed the summary judgment for the association.
- The court held the pet-ban bylaw amendment was not validly adopted and therefore was unenforceable.
- Because the association’s claim depended on the invalid amendment, injunctive relief could not stand.

## Legal Principles

- A condominium owners’ association organized as a non-profit corporation must comply with applicable corporate statutes and its governance rules when amending bylaws.
- Bylaw amendments adopted at a meeting using proxies require legally sufficient notice of the matters to be acted upon and non-misleading proxy solicitation; material defects can invalidate the vote.
- An association cannot obtain injunctive enforcement of a restriction that rests on an invalidly adopted bylaw amendment, even if owners admit conduct that would violate the attempted restriction.

## Conclusion

The court set aside enforcement of the pet ban because the association failed to follow required notice and proxy procedures when adopting the bylaw amendment, rendering the amendment invalid and eliminating the basis for injunctive relief.


Carroll v. El Dorado Estates Div. No. Two Ass’n, Inc., 680 P.2d 1158 (Alaska 1984)