IN THE COMMONWEALTH COURT OF PENNSYLVANIA

Angela Wilson, Brian Wilson, :

individually and as Trustee of the :

Trokhinya-Wilson 2010 Family :

Trust, Vlad Wilson, individually :

and as Trustee of the Trokhinya-Wilson :

2010 Family Trust, Maya Roytlender, :

Nonna Yelan, Val Yelan, Alex Yelan, :

Elena Merkhassina, Sergei Merkhassine, :

Leonid Mandel, Klara Mandel, :

Yelena Mandel, Irina Mandel, Michael :

Balagula, individually and as Trustee :

for Yefim Balagula and Yevgenia :

Balagula, Yefim Balagula, and :

Yevgenia Balagula :

:

 v. : No. 507 C.D. 2021

: Argued: September 11, 2023

Wild Acres Lakes Property and :

Homeowners Association, Inc., :

:

:

Appellant :

BEFORE: HONORABLE RENÉE COHN JUBELIRER, President Judge

HONORABLE MICHAEL H. WOJCIK, Judge

HONORABLE MARY HANNAH LEAVITT, Senior Judge

OPINION NOT REPORTED

MEMORANDUM OPINION 

BY JUDGE WOJCIK FILED: December 6, 2023

Wild Acres Lakes Property and Homeowners Association, Inc. (the 

Association) appeals from an order of the Pike County Court of Common Pleas (trial 

court) sustaining the Application for Review of Contested Corporate Action 
2

(Application) filed by Angela Wilson, et al. (Appellees). The Association contends 

that the trial court erred in finding that the special assessments levied against 

Appellees were void ab initio under the Association’s By-laws, because the special 

assessments were permitted under Section 5314(c)(4) of the Uniform Planned 

Community Act (UPCA), 68 Pa. C.S. §5314(c)(4).

1

 After careful review, we affirm.

Appellees are current and former homeowners in the Association, some 

of whom served as members of the Association’s Board of Directors (Board). 

Application for Review of Contested Corporate Action (Application) ¶¶4-5; 

Reproduced Record (R.R.) at 10a.2 During their term of service, the Association 

was subject to a Review of Contested Corporate Action for the removal of fellow 

Board member, Linda Clarke (the Clarke litigation), and the Director-Appellees 

were joined in their capacity as Board members. Application ¶¶6-7; R.R. at 10a. 

Throughout the Clarke litigation, Appellees were represented by the Association’s 

general counsel, Bugaj & Fisher (the Firm), while the Association obtained separate 

counsel. Application ¶¶8-9; R.R. at 10a-11a.

The Director-Appellees were dismissed from the Clarke litigation 

pending its resolution by Preliminary Objections in March 2014. Appellees’ Brief 

at 6. However, the Firm continued to invoice the Association for fees incurred in 

connection with the Clarke litigation for nearly seven months after the DirectorAppellees were dismissed. Supplemental Reproduced Record (S.R.R.) at 78b1 Section 5314(c)(4) of the UPCA, 68 Pa. C.S. § 5314(c)(4), provides in relevant part: “[i]f 

a common expense is caused by the negligence or misconduct of any unit owner, the association 

may assess that expense exclusively against his unit.” 

2 We will correct the Association’s improper pagination of the Reproduced Record. See

Pa.R.A.P. 2173 (“[T]he reproduced record . . . shall be numbered separately in Arabic figures and 

not in Roman numerals: thus 1, 2, 3, etc., followed in the reproduced record by a small a, thus 1a, 

2a, 3a, etc. . . .”).
3

113b.3 Nevertheless, as Board Members, Appellees approved paying the Firm for 

this period. Trial Court’s Hearing, Notes of Testimony (N.T.), 07/10/2020, at 53-

54; R.R. at 96a-97a. 

In November 2014, Director-Appellees were removed from their 

positions in a routine election and succeeded by an entirely new Board. Trial Court’s 

Hearing, N.T., 07/10/2020, at 106; R.R. at 149a. On February 21, 2015, the new 

Board held a meeting following the conclusion of the Clarke litigation. Id. at 149a150a. At this meeting, the Board passed a motion (Motion), which: (1) reimbursed 

Clarke for her legal fees incurred as a result of her removal from the Board; and (2) 

stated “[e]very attempt will be made to recover as much of the damages as is proper 

and in such a manner as is legally allowed.” Id.; S.R.R. at 74b-77b. 

Relying on this Motion, and without the approval of the general 

membership, the Association levied special assessments against Appellees in 

amounts corresponding to the length of time Appellees served on the Board.4 Trial 

Court’s Hearing, N.T., 09/25/2020, at 11, 27; R.R. at 197a, 213a. Appellees refused 

to pay the special assessments. Appellees’ Brief at 10. As a result, the Association 

amended a separate civil complaint filed in the trial court seeking payment of the 

special assessments and suspended the privileges and rights attendant to Appellees’ 

ownership in the Association, such as access to common areas and amenities. Id. 

On October 16, 2018, Appellees filed the instant Application in the trial 

court. R.R. at 7a-16a. In relevant part, Appellees alleged that the Association was 

3 We will likewise correct Appellees’ improper pagination of the Supplemental 

Reproduced Record. See Pa.R.A.P. 2173 (“[A]ny supplemental reproduced record shall be 

numbered separately in Arabic figures and not in Roman numerals: thus 1, 2, 3, etc., . . . followed 

in any supplemental reproduced record by a small b, thus 1b, 2b, 3b, etc.”).

4 Appellees were notified of this special assessment by letters dated June 23, 2015, April 

12, 2018, April 27, 2018, May 22, 2018, and June 15, 2018. S.R.R. at 65b-72b. 
4

responsible for Director-Appellees’ attorney’s fees and, regardless, that the special 

assessments violated the Association’s By-laws. Application ¶¶11, 17-18; R.R. at 

11a-12a. However, the Association denied responsibility for Appellees’ attorney’s 

fees following their dismissal from the Clarke litigation. Answer to Application 

¶¶16-17; R.R. at 20a. At trial, a Board Member for the Association testified that the 

Board understood Section 5314(c)(4) of the UPCA, 68 Pa. C.S. §5314(c)(4), to 

permit the Board to levy the special assessments against Appellees. N.T., 

07/10/2018, at 133-135; R.R. at 176a-78a.

The trial court found that the special assessments were void ab initio. 

Trial Court Opinion, 04/13/2021, at 1-6; R.R. at 254a-59a. Although the trial court 

noted that the UPCA permits special assessments to be levied against individuals 

rather than the entire membership, it also noted “the Association failed to impose the 

[special assessments] in accord with its own [By-laws].” Trial Court Opinion at 3; 

R.R. at 256a. Section 6.2 of the By-laws provides:

Section 6.2 DUES, ATTORNEY FEES, LEGAL FEES, 

FINES, COLLECTION COSTS AND ASSESSMENTS

A. Dues, fees, charges, assessments, fines and other 

financial obligations of membership as allowed for in 

these [By-laws] or under the laws of the Commonwealth 

of Pennsylvania, except as specifically reserved to the 

membership under these laws (including as set forth in 

Article VI Section 6.1(C), shall be fixed by the Board and 

may vary reasonably amongst category or type of lot).

B. Special assessments must have the approval of the 

general membership. 

i. Special assessments in excess of twenty 

(20%) percent in the annual aggregate of the dues 

levied in support of the operating budget, 

necessitated by operating budget shortfalls, must be 

approved by the membership.
5

ii. Such special assessments may vary 

reasonably amongst category or type of lot. 

S.R.R. at 32b-33b. However, the trial court traced the special assessments to the 

Board’s February 21, 2015 Motion, finding no evidence in the record of the general 

membership’s approval. Trial Court Opinion at 4; R.R. at 257a. Consequently, the 

trial court found that the special assessments did not conform to the Association’s 

own By-laws and were, thus, void ab initio.

5

 Id. 

On appeal,6the Association raises two issues. First, the Association 

claims that the trial court ignored its rights under the UPCA, which, it posits, 

empowers the Board to single-handedly levy the special assessments against 

Appellees based on the Director-Appellees misconduct or negligence. Appellant’s 

Brief at 10-12. Next, the Association contends that the trial court erred in 

interpreting the Association’s By-laws to require general membership approval for 

the special assessments. Id. at 16. As to both issues, we disagree. 

With respect to the first issue, the Association argues that DirectorAppellees were negligent in continuing to pay the Firm for legal representation, 

5 Similarly, the trial court addressed the issue of whether the Association rightfully revoked 

Appellees’ rights and privileges attendant to their membership in the Association. Trial Court 

Opinion at 4-6; R.R. at 268a-70a. Concerning whether the Association possessed such power, the 

trial court found that the By-laws expressly empowered the Association to revoke certain 

privileges “if a member fails to pay any lawful assessment within thirty (30) days after its due 

date.” Trial Court Opinion at 5; R.R. at 269a. However, because the special assessment was found 

to be unlawful, this provision could not operate against Appellees. Trial Court Opinion at 6; R.R. 

at 270a. Thus, the revocation of Appellees’ privileges and rights were found void and restored 

pending any further actions by the Association. Neither the Appellant nor Appellees preserved 

this issue for review on appeal. Id. 

6

“Our scope of review is limited to determining whether the trial court abused its 

discretion, committed an error of law or reached a decision which lacks substantial evidentiary 

support.” Mulrine v. Pocono Highland Community Association, Inc., 616 A.2d 188, 189 n. 3 (Pa. 

Cmwlth. 1992). 
6

because Appellees had been dismissed from the Clarke litigation and the Firm no 

longer had a role or client in the matter. Appellant’s Brief at 14-16. To that end, the 

Association cites Section 5303(a) of the UPCA, 68 Pa. C.S. §5303(a): 

In the performance of their duties, the officers and 

members of the executive board shall stand in a fiduciary 

relation to the association and shall perform their duties, 

including duties as members of any committee of the 

board upon which they may serve, in good faith; in a 

manner they reasonably believe to be in the best interests 

of the association; and with care, including reasonable

inquiry, skill and diligence as a person of ordinary 

prudence would use under similar circumstances. 

Appellant’s Brief at 13. Likewise, it notes that there is a duty “to use ordinary care 

and prudence in managing the property and financial affairs of the community that 

are subject to its control. . . .” Appellant’s Brief at 13-14 (citing McMahon v. 

Pleasant Valley West Association, 952 A.2d 731, 736 (Pa. Cmwlth. 2008)) (internal 

citation omitted). Taken together, the Association claims that this purported breach 

of Appellees’ fiduciary duties empowered the Board to unilaterally levy the special 

assessments under Section 5314(c)(4) of the UPCA. Id. at 16. 

Conversely, Appellees contend that Section 5314(c)(4) of the UPCA 

requires an express finding of negligence or misconduct to levy special assessments 

under this section. Appellees’ Brief at 17. As such, Appellees claim that the 

Association failed to allege negligence or misconduct before levying the special 

assessments,7and that any of the Association’s claims under Section 5314(c)(4) 

must fail. Id. at 17-18. 

7

In the February 21, 2015 Board Meeting Minutes, the Association never expressly refers 

to Appellees’ actions as amounting to negligence or misconduct. Yet, the Meeting Minutes 

includes the following statement: 

(Footnote continued on next page...)
7

However, Appellees’ alleged negligence or misconduct is of no 

consequence here. Section 5314(c) of the UPCA, 68 Pa. C.S. §5314(c)(4), provides 

in relevant part: “[i]f a common expense is caused by the negligence or misconduct 

of any unit owner, the association may assess that expense exclusively against his 

unit.” Yet, the trial court recognized as much when it held that “both the UPCA and 

the [By-laws] very clearly permit the imposition of [special assessments].” Trial 

Court Opinion at 3; R.R. at 267a. Regardless, Section 5314(c)(4) does not permit a 

planned community to levy special assessments against homeowners for their 

purported negligence or misconduct by any means possible. Special assessments

must still comply with the planned community’s duly enacted by-laws. See Section 

5306(b) of the UPCA, 68 Pa. C.S. §5306(b) (“[s]ubject to the provisions of the 

declaration, the [by-laws] may provide for any other matters the association deems 

necessary and appropriate”). Here, the Association deemed it necessary and 

appropriate to enact By-laws establishing the process by which special assessments

may be imposed. Thus, the trial court correctly determined that this case does not 

turn on Section 5314(c), but on whether the Association acted in conformity with its 

own By-laws.

8

In the ongoing attempt to correct any inappropriate actions by the 

offending members of the Board of Directors in place from June 08, 

2013[,] until October 04, 2014[,] this Board has been reviewing 

actions, Motions and litigation initiated by same. As a result of this 

review it has been determined that, among other action, the 

following Directors incurred considerable legal fees associated in 

their defense of these improper charges which this Board has 

deemed unjustified. 

S.R.R. at 77b. 

8 To the extent that Appellees ask this Court to decide whether Section 5314(c)(4) requires 

an explicit “finding” of negligence or misconduct before imposing a special assessment, we need 

(Footnote continued on next page...)
8

Concerning the issue of interpretation,9 both parties acknowledge that 

the by-laws of a nonprofit corporation are subject to the same rules of interpretation 

as statutes and other written instruments and must be “construed according to their 

plain meaning within the context of the document as a whole.” Purcell v. Milton 

Hershey School Alumni Association, 884 A.2d 372, 379 n.10 (Pa. Cmwlth. 2005). 

However, the Association emphasizes that a court must give effect to each provision 

of the By-laws, citing Gavin v. Loeffelbein, 205 A.3d 1209, 1221 (Pa. 2019):

While we may not ignore unambiguous language under 

the pretext of pursuing the spirit of the statute, we must 

always read the words of a statute in context, not in 

isolation, and give meaning to each and every provision. 

Moreover, our interpretation must not render any 

provision extraneous or produce an absurd result.

not reach this issue here, in part, because deciding the issue is not necessary for the disposition of 

this case. But also, because, as the trial court noted: “While we agree that the Association did not 

formally allege that the [Appellees] acted negligently or undertook some misconduct specifically, 

we acknowledge that letters sent to the [Appellees] in the summer of 2015 adequately informed 

them their actions were considered improper for the purposes of the UPCA.” Trial Court Opinion

at 3-4; R.R. at 256a-57a.

9

In their Statement of Questions Involved, Appellees aver that the instant case presents 

three issues: 

(1) Are [the Association’s] [s]pecial [a]ssessments invalid under 

both [the Association’s] By-laws and the [UPCA]?

(2) Are [the Association’s] [s]pecial [a]ssessments invalid as both 

improperly implemented by the Board of Directors and levied in 

violation of [Appellees’] Due Process Rights to Notice? 

(3) Is the basis for the [s]pecial [a]ssessments unsupported by the 

facts in that Appellees acted in accordance with the Association’s 

By-laws?

Appellees’ Brief at 4. To the extent that Appellees address the issues raised by the Association, 

they do so by addressing what they characterize to be the first issue. 
9

Appellant’s Brief at 17-18 (internal citations omitted). For this reason, the 

Association claims the trial court erred, because the trial court relied exclusively on 

Section 6.2(B) of the By-laws, and thereby failed to give effect to Section 6.2(B)(i). 

Appellant’s Brief at 19. Critically, the Association argues that Section 6.2(B)(i)-(ii) 

“defines when membership approval is necessary,” and thus, the trial court 

considered Section 6.2(B) in isolation. Id. “That a special assessment should be 

considered by the membership when there is a shortfall in the operating budget 

makes sense, since the special assessment would affect all members of the 

[A]ssociation, not a few who negligently cause a common expense.” Id. The 

Association further argues that this interpretation is supported by other provisions in 

the By-laws. Id. As its only example, the Association notes Section 6.1(B)(ii) 

requires membership approval where the operating budget exceeds 10% of that 

which was approved by the Board of Directors. Id.

In turn, Appellees argue that Section 6.2(B) of the By-laws plainly 

required general membership approval to validly impose the instant special 

assessments. Appellees’ Brief at 15. Regarding Section 6.2(B)(i), Appellees 

contend that it does not define when membership approval is necessary, but “merely 

augments” Section 6.2(B). Id. at 16. Consequently, the subsection applies only to 

special assessments necessitated by “operating budget shortfalls.” Id. Here, 

Appellees trace the special assessments solely to the Motion passed by the Board at 

their February 21, 2015 Meeting, which stated “every attempt will be made to 

recover as much of these damages as is proper and in such a manner as is legally 

allowed”. Id. at 15. Because the special assessments at issue were levied without 

general membership approval and to recoup damages for attorney’s fees, rather than 

to remedy an operating budget shortfall, Appellees aver that Section 6.2(B)(i) does 
10

not apply here. Id. at 16. Thus, Appellees argue that Section 6.2(B) required the 

Association to obtain the approval of the general membership. Id. 

Insofar as both parties rely on Purcell, 884 A.2d at 379 n.10, inter alia, 

they do so to apply relevant provisions of the Statutory Construction Act of 1972. 

In particular, the parties rely on Section 1921 of the Statutory Construction Act, 1 

Pa. C.S. §1921(a)-(b), which provides: 

(a) The object of all interpretation and construction of 

statutes is to ascertain and effectuate the intention of the 

General Assembly. Every statute shall be construed, if 

possible, to give effect to all its provisions.

(b) When the words of a statute are clear and free from 

all ambiguity, the letter of it is not to be disregarded under 

the pretext of pursuing its spirit.

Therefore, this Court must interpret a by-law so that “no provision is ‘mere 

surplusage.’” Malt Beverages Distributors Association v. Pennsylvania Liquor 

Control Board, 918 A.2d 171, 175-76 (Pa. Cmwlth. 2007), aff’d, 974 A.2d 1144 (Pa. 

2009) (citing 1 Pa. C.S. §1921(a)). “In addition, in determining whether language 

is clear and unambiguous, we must assess it in the context of the overall statutory 

scheme, construing all sections with reference to each other, not simply examining 

language in isolation.” Whitmoyer v. Workers’ Compensation Appeal Board 

(Mountain Country Meats), 186 A.3d 947, 954 (Pa. 2018). 

With these principles in mind, we must discern the plain meaning of the 

By-laws. Here, Section 6.2(B) makes approval by general membership mandatory 

as to all special assessments: “Special assessments must have the approval of the 

general membership.” (Emphasis added.) However, Section 6.2(B)(i) plainly makes 

general membership approval mandatory for special assessments necessitated by an 

operating budget shortfall and in excess of 20% of the aggregate operating budget. 
11

Section 6.2(B)(ii) permits the Association to vary the special assessment it levies 

against members among lot sizes. Taken together, if this Court interprets the Bylaws to mean that Section 6.2(B)(i) and (ii) define when a special assessment 

requires general membership approval, as the Association urges, then only one such 

circumstance exists: where a special assessment is necessitated by a budget shortfall 

and the assessment exceeds 20% of the annual operating budget. Ultimately, this 

interpretation renders Section 6.2(B) as mere surplusage, because it controverts the 

provision’s plain meaning by limiting general membership approval to a single 

specific class of special assessments. This interpretation is similarly unavailing, 

because Section 6.2(B)(ii) only describes a permissible special assessment, rather 

than defining when general membership approval is necessary.

As such, the Association mistakenly argues that the trial court 

considered Section 6.2(B) in isolation, thus rendering Section 6.2(B)(i) extraneous. 

The Association levied the special assessment against Appellees in an effort to 

correct the alleged inappropriate actions taken by Appellees as members of the 

preceding Board of Directors, not to remedy an operating budget shortfall. See

S.R.R. at 77b. Consequently, the present matter is governed solely by Section 

6.2(B). If this matter concerned special assessments that were necessitated by an 

operating budget shortfall and did not exceed 20% of the annual operating budget, 

then disregarding Section 6.2(B)(i) in favor of Section 6.2(B) may have presented a 

conflict for resolution or rendered Section 6.2(B)(i) extraneous. However, whatever 

conflict may exist between these two provisions is not at issue here, because Section 

6.2(B)(i) is plainly inapplicable. Finally, the Association’s argument that its 

interpretation should prevail when read in reference to other provisions of the Bylaws is unpersuasive, because the single example proffered by the Association deals 
12

exclusively with the operating budget, where the provision at issue herein deals with 

special assessments of every type. 

Therefore, the By-laws plainly required the Association to obtain the 

general membership’s approval before imposing the special assessments against 

Appellees. Because the Association’s Board of Directors enacted the special 

assessments unilaterally, in violation of Section 6.2(B) of the By-laws, the trial court 

did not err when it determined that the special assessments were void ab initio.

Accordingly, the order of the trial court is AFFIRMED. 

MICHAEL H. WOJCIK, Judge
IN THE COMMONWEALTH COURT OF PENNSYLVANIA

Angela Wilson, Brian Wilson, :

individually and as Trustee of the :

Trokhinya-Wilson 2010 Family :

Trust, Vlad Wilson, individually :

and as Trustee of the Trokhinya-Wilson :

2010 Family Trust, Maya Roytlender, :

Nonna Yelan, Val Yelan, Alex Yelan, :

Elena Merkhassina, Sergei Merkhassine, :

Leonid Mandel, Klara Mandel, :

Yelena Mandel, Irina Mandel, Michael :

Balagula, individually and as Trustee :

for Yefim Balagula and Yevgenia :

Balagula, Yefim Balagula, and :

Yevgenia Balagula :

:

 v. : No. 507 C.D. 2021

: 

Wild Acres Lakes Property and :

Homeowners Association, Inc., :

:

Appellant :

O R D E R

AND NOW, this 6

th day of December, 2023, the order of the Pike 

County Court of Common Pleas dated April 13, 2021, is AFFIRMED.

__________________________________

MICHAEL H. WOJCIK, Judge