Did you know that under the proposed Articles the Board might be able to fix and collect dues and assessments without a vote of the membership?
The old and new Articles list powers for the HOA as a whole, and then state that anything not reserved for the membership or otherwise restricted by the Articles or Bylaws is by default a power of the Board. I went through the entire list of powers of the Association from Article III and marked the ones that require a super-majority vote of the entire membership, which is the one way powers are reserved for the membership; the other way is if the Bylaws have such a reservation. That left a surprising list of powers of the Board such as setting and collecting Dues and Fees and fixing and collecting Assessments.
The Bylaws do say that, for example, setting Dues requires a vote at a meeting (or by proxy) and that Assessments require a super-majority of the entire membership, but they also say that in the case of conflict with the Articles, the Articles control. Very confusing.
This can be entirely avoided by making the Articles and Bylaws absolutely clear about what the Board can or cannot do, rather than making the interpretation a complex legal and semantic puzzle.
The problem is that in the past the Board interpreted conflicts between the Articles and the Bylaws incorrectly. For example, dues were voted on at a meeting even though the old Articles say that increasing dues requires a super-majority of the entire membership, and the Bylaws say that the Articles control in case of a conflict. Despite this, the Board went ahead with the interpretation they desired. So, we have to ensure that the new Bylaws and Articles have no conflicts or ambiguities.
Here are the comments I sent to the Bylaws/Articles committee.