The governing documents of a homeowners association, whether called a declaration of easements (a declaration), covenants, conditions, and restrictions (CC&Rs), or otherwise, will identify the provisions and restrictions that apply to the lot owners. The original developer of the subdivision likely wrote the original governing documents some years ago and created the restrictions to reflect what the developer envisioned for the community. But as the years go on and the lot owners take control of running the subdivision, what the developer envisioned may no longer reflect the reality of the subdivision. Or sometimes laws change and the community wants its documents to reflect the change. Or for any number of myriad other reasons, a homeowners association will choose to amend its documents. Due to the amendment provision in the governing documents, some HOAs will have an easier amendment process than others. One of the main reasons that an HOA may face an uphill battle in an amendment project is its governing documents impose a time limit that any amendment will become effective. This article reviews a recent case from the Michigan Court of Appeals involving such a time limit.
Understanding Amendment Timing in HOA Governing Documents
Thielbar v Carroll, unpublished per curiam opinion of the Court of Appeals, issued January 16, 2025 (Docket No. 369730), is a case from the Michigan Court of Appeals arising from an amendment to a Roodmont Subdivision’s restrictive covenants. The plaintiff, Dr. Scott Thielbar, owned two lots in the subdivision that were separated by a strip of land that the restrictive covenants stated was for the use of the lot owners to access outlot A and Mona Lake. In a previous lawsuit, Thielbar attempted to claim that he owned the strip of land, but the lawsuit was unsuccessful and the court ultimately held that the land remained dedicated to the lot owners.
On January 25, 2021, the HOA amended its restrictive covenants, with the approval of 48 of 94 eligible lots, to create a committee that had not existed since September 30, 1945. The amendment also stated that the committee would oversee the common areas. The plaintiff then filed a lawsuit, alleging in part that the committee was not validly formed because the amendment was not approved by all lot owners.
The Court of Appeals reviewed Paragraph M, the amendment provision, in the restrictive covenants, which stated:
These covenants are to run with the land and shall be binding on all parties and all persons claiming under them until January 1, 1975, at which time said covenants shall be automatically extended for successive periods of ten years unless by a vote of the majority of the then owners of the lots it is agreed to change the said covenants in whole or in part.
The Court also referenced a previous case, Brown v Martin, 288 Mich App 857; 794 NW2d 957 (2010), which also addressed the amendment provision from an HOA’s governing documents. The amendment provision in Brown provided:
These covenants are to run with the land and shall be binding on all parties and all persons claiming under them for a period of twenty-five years from the date these covenants are recorded, after which time said covenants shall be automatically extended for successive periods of ten years unless an instrument signed by a majority of the then owners of the lots has been recorded, agreeing to change said covenants in whole or in part. [Id. at 729.]
In Brown, the Court concluded that the language of the governing document created ten-year extension periods, during which time the document could be amended by a majority of the lot owners. But the amendment would not become effective or enforceable until the end of the ten-year period in which it was made, although an amendment approved by all of the lot owners could take immediate effect.
The Court of Appeals observed that the current amendment provision was substantially similar to the one in Brown, with both provisions identifying a date for how long the original restrictions applied (until January 1, 1975, and twenty-five years from the date the covenants were recorded) and a ten-year “extension period” for how long the provisions would apply unless otherwise amended. Accordingly, the Court determined that the reasons from Brown applied, and held that the amendment was not immediately effective or enforceable because it was made during the ten-year extension period. Instead, the amendment would not become effective until the end of the ten-year period, which was January 1, 2025.[i]Time
Key Takeaways for Michigan HOA Boards
Some older deed restrictions may have automatic renewal or “extension period” language, as this is no longer common in Michigan. As confirmed in Thielbar and Brown, this type of amendment provision can significantly affect when an approved amendment actually becomes effective and enforceable. For homeowners associations, this creates a practical and often overlooked risk. An amendment may be properly approved and recorded yet remain unenforceable for years if adopted during an extension period. Boards that assume document amendments take effect immediately may unknowingly rely on provisions that have no legal force, exposing the association to disputes, enforcement challenges, or unnecessary litigation.
Before beginning a document amendment project, an HOA board should understand:
- Whether the restrictive covenants contain automatic renewal or extension periods
- When an amendment approved by the owners will actually take effect
- Whether unanimous approval is required for immediate enforceability
- Whether outdated extension-period language should be removed altogether
Understanding amendment timing allows boards to plan effectively, avoid wasted effort, and prevent legal challenges that arise from well-intentioned but unenforceable changes. In many cases, addressing extension-period language as part of a broader document update can help ensure future amendments take effect immediately upon recording.
Homeowners associations considering an amendment project should ask an experienced community association attorney to review their governing documents for any renewal-period deadlines. Hirzel Law represents condominium associations and homeowners associations throughout Michigan and Illinois and regularly advises boards on governing document amendments and navigating time requirements related to automatic renewal provisions.
[i] We note that the Thielbar case states that the amendment would not become effective “until the end of that 10-year period, on October 1, 2025.” The reference to October 1 appears to be an error, as the amendment provision references January 1, not October 1, and the only other mention of October in the opinion is the date that the plaintiff filed the underlying lawsuit.
