## Facts

- Twin Lakes Village Subdivision included common recreational amenities for members, including a nine-hole golf course, clubhouse, tennis courts, and a swimming pool.
- The subdivision was governed by recorded covenants and restrictions and by association bylaws.
- The governing documents allowed amendments, but also stated that bylaws could not be amended in a way that would deprive any member of existing rights or effect a fundamental change in association policies.
- The association’s voting system was weighted based on the square footage of property owned within the subdivision, giving some owners more votes than others.
- A corporation that had been operating the subdivision’s amenities gave notice that it would no longer do so.
- To continue operations, the association developed a plan to purchase the golf course and other amenities and to acquire additional property to build a second nine-hole golf course.
- To carry out the plan, the membership approved amendments to the bylaws and protective covenants that:
  - changed voting from the square-footage weighted system to “one lot, one vote,” and
  - removed the provisions barring amendments that would deprive members of existing rights or effect a fundamental change in association policies.

- After the amendments passed, the association levied an assessment against all members to fund the acquisition and expansion plan.
- Several lot owners refused to pay; the association sought declaratory relief and enforcement, and the objecting owners counterclaimed, asserting the amendments and assessment were invalid.
- The trial court ruled for the association, concluding the amendments were lawful, did not amount to a fundamental change in association policy, and did not prejudice any owner’s existing rights.
- The objecting owners appealed.

## Issues

1. Whether the association could validly amend the covenants and bylaws to eliminate the provisions that limited amendments (the “existing rights” and “fundamental change” restrictions).
2. Whether changing from square-footage weighted voting to one-lot-one-vote deprived certain owners of “existing rights” protected by the governing documents.
3. Whether the assessment adopted to fund the acquisition and golf-course expansion was enforceable if the challenged amendments exceeded the association’s amendment power.

## Decision

- The Idaho Supreme Court held the association’s amendment power was constrained by the recorded limitation that amendments may not deprive members of existing rights or effect a fundamental change in association policies.
- The court held the association could not use the amendment procedure to delete those limiting provisions in order to free itself from the restrictions they imposed.
- The court held the change from weighted voting to one-lot-one-vote deprived some owners of an existing right embodied in the governing documents.
- Because the disputed amendments were invalid, the assessment adopted under the authority of those amendments was not enforceable against the objecting owners.
- The court reversed the trial court’s judgment to the extent it upheld the challenged amendments and the resulting assessment and remanded for further proceedings consistent with its rulings.

## Legal Principles

- Recorded covenants and association governing documents function like a contract among property owners; amendment authority is bounded by any express limits stated in those documents.
- A general power to amend does not authorize an association to eliminate specific protections that restrict the scope of amendment, where doing so would nullify the protections’ operative effect.
- Voting allocations established by the governing documents can qualify as “existing rights” when the documents expressly forbid amendments that deprive members of such rights.
- When an assessment depends on amendments that exceed the association’s authority under the governing documents, the assessment lacks a valid contractual basis as to members whose protected rights were impaired.

## Conclusion

Twin Lakes Village Property Association, Inc. v. Aune holds that an association’s amendment process cannot be used to erase express covenant limits that prevent amendments depriving members of existing rights or causing a fundamental change in association policies; because the association’s amendments eliminating those limits and converting weighted voting to one-lot-one-vote exceeded that authority, the assessment adopted to fund the golf-course acquisition and expansion was unenforceable against the objecting owners.


Twin Lakes Village Property Association, Inc. v. Aune, 857 P.2d 611 (1993)