Michigan Condominium Bylaw Amendments: The Legal Guide for Boards and Property Managers

For condominium associations across Southeast Michigan, from the established communities of Bloomfield Hills and Grosse Pointe to the planned developments of Novi, Troy, and Canton , the governing documents that run the community do not age gracefully on their own. Bylaws drafted by developers in the 1980s or 1990s were not written with today’s legal environment, today’s technology, or today’s enforcement challenges in mind. Short-term rental platforms did not exist. The Fair Housing Act amendments were new. The 2001 and 2002 legislative overhaul of the Michigan Condominium Act was years away.

The result is that a significant number of Michigan condominium communities in Oakland County and Wayne County are operating under governing documents that are legally outdated, internally inconsistent, or simply inadequate for the association’s current needs. For those Boards that recognize this problem and want to act responsibly, this will guide you through the legal process.

Why Michigan Condominium Bylaw Amendments Fail — and What the Law Actually Requires

How do you legally amend Michigan condominium bylaws? Amending Michigan condominium bylaws requires a two-thirds affirmative vote of all co-owners entitled to vote under MCL 559.190(2). The amendment must be preceded by at least 10 days’ written notice to co-owners, followed by recording of the executed amendment with the county Register of Deeds and delivery of a copy to every co-owner. In certain circumstances, first mortgagee approval is also required under MCL 559.190a.

The most common reason bylaw amendment efforts fail in Michigan is also the most preventable: boards either underestimate the legal complexity of the process or attempt to shortcut it. A board vote alone cannot amend material condominium bylaws — full stop. The Michigan Condominium Act, MCL 559.101 et seq., is unambiguous on this point, and Michigan courts willy enforce the statutory requirements regardless of the association’s good intentions or the practical urgency of the amendment.

Understanding the Document Hierarchy: What You’re Actually Amending

Before initiating any amendment process, boards must clearly identify which document they intend to amend. Each tier of the governing document hierarchy carries its own amendment procedure, legal authority, and practical difficulty.

Articles of Incorporation

The association’s Articles of Incorporation are filed with the Michigan Department of Licensing and Regulatory Affairs (LARA) and governed by the Michigan Non-Profit Corporation Act, MCL 450.2101 et seq. Amendments to the Articles require co-owner action pursuant to MCL 450.2611 and must be filed with LARA to become effective. Boards operating under older Articles, particularly those containing anti-lawsuit provisions or voting restrictions that create operational problems, should work with Michigan condominium counsel to update this foundational document as part of any comprehensive document overhaul.

Master Deed

The Master Deed is the primary recorded instrument establishing the condominium project. In metro Detroit, it is recorded with the Oakland County Register of Deeds, Macomb County Register of Deeds, or Wayne County Register of Deeds, as applicable, and its amendment requires the same co-owner approval process applicable to Bylaws under MCL 559.190(2). Amendments to the Master Deed that involve physical characteristics of the project carry additional requirements under MCL 559.190(7).

Condominium Bylaws

The Bylaws govern the day-to-day administration of the association, addressing everything from board elections and assessment authority to enforcement procedures and co-owner rights. Under MCL 559.153, bylaws governing administration of a condominium project must be recorded, and any amendments must likewise be recorded with the Register of Deeds pursuant to MCL 559.191(a). The Bylaws are the focus of most Michigan condominium amendment efforts, and can often be the subject of most amendment disputes.

Rules and Regulations: The Board’s Domain

Unlike the Bylaws, Rules and Regulations are typically amended by a majority vote of the Board of Directors alone — no co-owner vote required — unless the Master Deed or Bylaws specify otherwise. This is a meaningful distinction: boards that want to address specific operational issues quickly may be able to do so through the Rules without a full bylaw amendment campaign. However, Rules cannot exceed the authority granted by the recorded documents and cannot impose greater restrictions than the Bylaws themselves authorize.

The Legal Framework: MCL 559.190 and the Material vs. Non-Material Distinction

Can a Michigan condo board amend the bylaws without a co-owner vote? A Michigan condominium board may amend governing documents without a co-owner vote only if the amendment does not materially alter or change the rights of co-owners or mortgagees, and only if the condominium documents contain a specific reservation of that amendment authority. Under MCL 559.190(1), non-material amendments, such as technical corrections or minor administrative updates, may proceed by board action alone where the reservation exists. Any amendment that materially affects co-owner rights requires the full 2/3 co-owner vote under MCL 559.190(2).

Non-Material Amendments: Board Authority with Proper Reservation

MCL 559.190(1) provides that condominium documents may be amended without co-owner or mortgagee consent if the amendment does not materially alter or change the rights of a co-owner or mortgagee, provided the documents contain a reservation of the right to amend for that purpose. In practice, this non-material amendment authority is narrow and boards should approach it conservatively. Michigan courts will examine materiality disputes carefully, and a board that mischaracterizes a material amendment as non-material to avoid the co-owner vote faces serious legal exposure — including the invalidation of the purported amendment.

Material Amendments: The 2/3 Co-Owner Vote Requirement

Most condominium document amendments require an affirmative vote of two-thirds of co-owners entitled to vote as of the date of the notice calling for the vote, not merely two-thirds of those present at the meeting. This is a critical and frequently misunderstood distinction. For purposes of MCL 559.190, the affirmative vote of two-thirds of co-owners means two-thirds of all co-owners entitled to vote as of the record date for the vote. An association with 100 units needs 67 affirmative votes — not 67% of the 40 co-owners who showed up to the annual meeting.

Equally important: any condominium document provision that requires more than a two-thirds co-owner vote to amend the Master Deed, Bylaws, or Condominium Subdivision Plan is void and superseded by MCL 559.190(2). Boards operating under older documents that purport to require 75% or 80% co-owner approval for amendments are not legally bound by that higher threshold, because the statute controls. This is a provision that Michigan condominium counsel can identify and address as part of a document audit.

The One Amendment That Requires 100% Consent

MCL 559.190(4) requires unanimous co-owner and mortgagee approval to change or eliminate the percentage of value assigned to each unit for purposes other than voting. For practical purposes, this is an amendment that Michigan associations infrequently attempt, because unanimous consent across an entire condominium community is an extraordinarily high bar. Boards considering any reallocation of common expense obligations or percentage-of-value structures should consult Michigan condominium counsel before proceeding.

When Mortgagee Approval Is Also Required: MCL 559.190a’s Seven Triggers

When does a Michigan condo bylaw amendment require mortgagee approval? Under MCL 559.190a(9), first mortgagee approval is required for seven categories of amendments: termination of the condominium project; changes to unit percentage-of-value formulas; reallocation of maintenance responsibilities from the association to individual co-owners; changes affecting insurance requirements; amendments to special declarant rights; restriction or expansion of leasing rights; and amendments requiring each affected mortgagee’s consent under MCL 559.190(4). Outside these seven categories, first mortgagee approval is generally not required for Michigan condominium bylaw amendments.

Associations will most often encounter the mortgagee approval requirement when shifting maintenance responsibilities from the association to co-owners, or when modifying leasing restrictions. When mortgagee approval is required, after two-thirds of co-owners approve the amendment, the association must mail ballots to the mortgagees, who have 90 days to respond. A mortgagee’s failure to respond is counted as approval under the statute.

In practice, this means the mortgagee approval process is manageable for most associations — the 90-day waiting period is the primary burden. The association does not need two-thirds of mortgagees to affirmatively vote yes; it merely needs to avoid two-thirds voting no within the 90-day window. Associations must maintain copies of all notices, proofs of mailing, and returned ballots for two years following the control date under MCL 559.190a(8).

Step-by-Step: The Legally Compliant Amendment Process in Michigan

Step 1 — Determine What You’re Amending and Why

Begin with a clear audit of the existing documents against the association’s current operational needs and any applicable legal requirements. What specific provisions are inadequate? What legal standard — the Condominium Act, the Fair Housing Act, or the Michigan Non-Profit Corporation Act — requires the change? Is the amendment to the Bylaws, the Master Deed, or both? Can the issue be addressed through a Rules and Regulations amendment instead? These threshold questions shape the entire process.

Step 2 — Engage Michigan Condominium Counsel to Draft the Amendment

This step is not optional for any material amendment. A poorly drafted amendment, one that is internally inconsistent with existing provisions, technically defective, or that inadvertently affects co-owner rights beyond the board’s intent, can create more problems than it solves. Counsel will also identify whether the proposed amendment triggers any of the seven MCL 559.190a mortgagee approval requirements.

Step 3 — Provide Proper Notice to Co-Owners

Co-owners must be notified of proposed amendments not less than 10 days before the amendment is recorded. Your Bylaws may require a longer notice period for the meeting at which the vote will be taken (commonly 10 to 21 days) and the meeting notice requirements under your documents and MCL 450.2404 apply alongside the statutory 10-day pre-recording notice. The notice should include the proposed amendment text, the date and location of the vote, and a clear explanation of the co-owner approval threshold required.

Step 4 — Hold the Vote and Achieve the Required Threshold

The co-owner vote should be conducted at a properly noticed meeting of the association. Votes taken outside of a properly convened meeting, such as through a petition circulated among co-owners, may be invalid unless the Articles of Incorporation expressly authorize action by written consent under MCL 450.2407(1), and the specific requirements of that statute are fully satisfied. The board must document the vote carefully: the total number of co-owners entitled to vote, the number voting in favor, the number opposed or abstaining, and confirmation that the two-thirds threshold was achieved. If the vote is taken at a scheduled meeting, it is very likely that the solicitation of proxies from co-owners will be extremely important in order to achieve the two-thirds vote requirement.

Step 5 — Conduct the Mortgagee Ballot Process (If Required)

If the amendment falls within one of the seven MCL 559.190a categories, the association must identify all first mortgagees of record as of the control date (the date co-owners approved the amendment), mail ballots with the required statutory content within a reasonable period, and wait 90 days for mortgagee responses. Non-responses count as approvals. Maintain all proofs of mailing and returned ballots for the required two-year period.

Step 6 — Record the Amendment with the Register of Deeds

When does a Michigan condominium bylaw amendment become legally effective? A Michigan condominium bylaw amendment does not become legally effective upon co-owner vote — it becomes effective only when the executed amendment is recorded with the county Register of Deeds under MCL 559.191(a). For Southeast Michigan associations, this means recording with either the Oakland County Register of Deeds, Macomb County Register of Deeds, or the Wayne County Register of Deeds, as applicable. An amendment that has been voted upon but not recorded is not binding on co-owners and cannot be enforced by the association.

This recording requirement is not a formality: it is a legal prerequisite to enforceability. Boards that announce an amendment has “passed” and begin enforcing its provisions before recording are operating on legally infirm ground.

Step 7 — Deliver a Copy to Every Co-Owner

Once the amendment is recorded, MCL 559.191(b) requires that a copy of the recorded amendment be delivered to each co-owner in the condominium. Delivery by first-class mail to the address on file is standard practice, but the association may be able to e-mail a copy in certain circumstances. Retain proof of mailing. This distribution obligation is routinely overlooked by associations, particularly in larger communities, but it is a statutory requirement, not a courtesy.

Common Reasons Michigan Boards Pursue Bylaw Amendments

Significant revisions were made to the Michigan Condominium Act in 2001 and 2002, and associations whose governing documents have never been amended since that period could be operating under provisions that are out of compliance with current law. Additionally, condominium documents that predate 1988 may not comply with the Fair Housing Act as amended in that year, which extended federal non-discrimination protections to familial status. Other common amendment drivers include: adopting rental caps and short-term rental restrictions in response to the proliferation of Airbnb and VRBO activity; adding express attorney fee recovery provisions under MCL 559.206(b); reducing quorum thresholds to address chronic difficulty achieving a quorum at annual meetings; and expressly authorizing fines to be treated as assessments for lien purposes — an issue that, as the Michigan Court of Appeals has confirmed, cannot be assumed from silence in the governing documents.

Critical Pitfalls That Invalidate Michigan Condo Bylaw Amendments

What makes a Michigan condo bylaw amendment invalid? A Michigan condominium bylaw amendment is legally invalid if it was adopted by board vote alone without co-owner approval where a material amendment requires the 2/3 co-owner threshold under MCL 559.190(2); if it was voted upon outside a properly convened meeting without compliance with MCL 450.2407 or outside of the governing documents’ procedures for a vote without a meeting; if required mortgagee approval under MCL 559.190a was not obtained; or if the amendment was never recorded with the county Register of Deeds as required by MCL 559.191(a). Each of these defects may render the purported amendment unenforceable.

In Vidolich v Saline Northview Condominium Association, Mich. Ct. App. No. 334579 (Dec. 5, 2017), the Michigan Court of Appeals examined the limits of board authority to amend non-material provisions and confirmed that the materiality distinction under MCL 559.190 is applied. In Sawgrass Ridge Condominium Association v Alarie, Mich. Ct. App. No. 335144 (Jan. 9, 2018), the Court of Appeals dismissed a bylaw enforcement action entirely because the association had obtained co-owner ratification through a petition circulated outside a proper meeting — a procedure that failed to comply with the governing documents and MCL 450.2407. The enforcement action collapsed as a result. These cases are important reminders that procedural compliance is not merely about completing a checklist: it is the legal foundation upon which every subsequent enforcement action depends.

Best Practices for Southeast Michigan Boards and Property Managers

Conduct a governing document audit every five years, or immediately following any significant change in Michigan condominium law. Identify provisions that are legally outdated, internally inconsistent, or inadequate for your community’s current needs before an enforcement dispute exposes the gap. When you do amend, it may be best to do it comprehensively, because a piecemeal amendment that fixes one problem while leaving related provisions unreformed may create a new interpretive conflict. And engage Michigan condominium counsel at the outset, not after the vote is taken. The cost of proper legal guidance for a bylaw amendment project may be a fraction of the cost of defending an enforcement action that fails because the underlying amendment was procedurally defective.

Frequently Asked Questions About Condo Document Amendments

Your Governing Documents Are Only as Strong as the Process Behind Them.

A bylaw amendment that was voted on but never properly recorded is not an amendment, it is a potential liability. A provision your board has been enforcing for years may be legally unenforceable if the amendment that created it skipped a step. For condominium associations and property managers throughout Oakland County, Macomb County and Wayne County, the gap between what boards think their documents say and what Michigan courts will actually enforce is where disputes (and legal fees) are born.

Our Condominium & HOA Law Practice works with Southeast Michigan condominium associations and professional property managers to audit governing documents, draft and shepherd bylaw amendments through the full process, and ensure that every amendment your community adopts is legally sound from the co-owner vote through the Register of Deeds recording.

If your association is operating under documents that are outdated, internally inconsistent, or simply no longer adequate for your community’s needs — the time to act is before a dispute forces the issue.

About the Author

Richard M. Delonis is a Michigan condominium and HOA lawyer at Szura & Delonis, PLC in Southfield (Metro Detroit). He advises association boards and community association managers on governance, rule enforcement, assessment collections, document amendments, and risk management, with a practical focus on helping boards reduce disputes and run defensible, well-documented processes.

Disclaimer: This article provides general Michigan-oriented information for condominium association and HOA boards and is not legal advice. Associations should consult experienced legal counsel about their specific documents, facts, and options.