Present: Hassell, C.J., Koontz, Kinser, Lemons, Agee, and 

Goodwyn, JJ., and Lacy, S.J. 

DOGWOOD VALLEY CITIZENS ASSOCIATION, INC. 

v. Record No. 070143 OPINION BY SENIOR JUSTICE 

 ELIZABETH B. LACY 

 January 11, 2008 

RAYMOND JAMES SHIFFLETT, JR., 

ET AL. 

FROM THE CIRCUIT COURT OF GREENE COUNTY 

Daniel R. Bouton, Judge 

 In this appeal, we consider whether the circuit court 

erred in determining that Dogwood Valley Citizens Association, 

Inc. (DVCA), a non-stock Virginia corporation, did not qualify

as a property owners’ association under the Property Owners’ 

Association Act, Code §§ 55-508 through –516.2 (the POAA). 

Because we conclude that the filing of DVCA’s Articles of 

Incorporation and Bylaws did not constitute a declaration 

imposing on DVCA operational or maintenance responsibilities 

for the common areas or roads of the development, we will 

affirm the judgment of the circuit court. 

BACKGROUND 

We were first asked to determine whether DVCA was a 

property owners’ association under the POAA in Dogwood Valley 

Citizens Ass’n, Inc. v. Winkleman, 267 Va. 7, 590 S.E.2d 358 

(2004). Qualification as a property owners’ association under 

the POAA requires that a declaration recorded in the land 
2

records where the development is located impose on an 

association both the power to assess fees for road and common 

facilities maintenance and the duty to perform such 

maintenance. Anderson v. Lake Arrowhead Civic Association, 

253 Va. 264, 271-72, 483 S.E.2d 209, 213 (1997). In Winkleman

we held that, although the restrictive covenants contained in 

deeds of dedication filed in the land records affecting the 

Dogwood Valley development conferred upon the developers and 

their assignees the power to assess an annual fee for the 

upkeep of the roads and common facilities, those covenants did 

not require DVCA to maintain the roads or common area of the 

development. 267 Va. at 13-14, 590 S.E.2d at 361. 

Specifically we said the DVCA “has failed to identify any 

document, recorded among the lands records . . . that 

expressly requires DVCA to maintain the common areas or the 

roads.” Id. Accordingly, we concluded that because such a 

power and duty were not contained in a recorded declaration, 

DVCA was not a property owners’ association as defined by the 

POAA and did not have the authority to enforce special 

assessments on landowners in the Dogwood Valley development. 

Id. at 14-15, 590 S.E.2d at 361-62. 

Following our decision in Winkleman, DVCA’s president

filed in the land records an affidavit and a copy of DVCA’s 

Articles of Incorporation and Bylaws. The Bylaws contained a 
3

provision stating, “It shall be the duty of the Board of 

Directors to: . . . cause the roads and common facilities to 

be maintained according to the extent that the funds collected 

permit.” DVCA then levied special assessments against its 

members under Code § 55-514.1 When some of the landowners 

refused to pay these assessments, DVCA filed warrants in debt, 

claiming that the landowners were indebted to DVCA for the 

special assessments. The General District Court for Greene 

County denied DVCA’s claims. On appeal, the Greene County 

Circuit Court held that filing the Articles of Incorporation 

and ByLaws did not qualify DVCA as a property owners’ 

association under the POAA, and therefore, DVCA did not have 

the right to levy special assessments, charge interest, charge 

penalties, collect attorney’s or docketing fees, “or any other 

charge other than the regular assessments set forth in the 

Deeds of Dedication.” DVCA timely appealed to this Court. 

 1

 Code § 55-514 states in relevant part: 

In addition to all other assessments which are 

authorized in the declaration, the board of 

directors of an association shall have the 

power to levy a special assessment against its 

members if the purpose in so doing is found by 

the board to be in the best interests of the 

association and the proceeds of the assessment 

are used primarily for the maintenance and 

upkeep of the common area and such other areas 

of association responsibility expressly 

provided for in the declaration, including 

capital expenditures. 
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DISCUSSION 

 The POAA defines a property owners’ association as “an 

incorporated or unincorporated entity upon which 

responsibilities are imposed and to which authority is granted 

in the declaration.” Code § 55-509. “Declaration” is defined 

in the POAA as 

any instrument, however denominated, recorded among 

the land records of the county or city in which the 

development or any part thereof is located, that 

either (i) imposes on the association maintenance or 

operational responsibilities for the common area or 

(ii) creates the authority in the association to 

impose on lots . . . any mandatory payment of money 

in connection with the provision of maintenance 

and/or services for the benefit of . . . the common 

area. 

Code § 55-509. 

 DVCA argues that the defect which prevented it from

qualifying as a property owners’ association under the POAA in 

Winkleman was the failure to have a document on file in the 

land records that imposed on it the responsibility of 

maintaining the roads or common areas. This defect was cured, 

according to DVCA, by filing the Articles of Incorporation and 

Bylaws in the land records because those documents provided 

the requisite duty to maintain the roads and common areas of 

the development. Because those documents met the POAA’s
5

definition of “declaration,” DVCA contends it now qualifies as 

a property owners’ association under the POAA.2

 We reject DVCA’s argument that the plain language of the 

definition of “declaration” includes instruments such as 

articles of incorporation and bylaws if such documents are 

filed in the appropriate land records and create either 

certain assessment authority or maintenance duties for the 

property owners’ association. Such a literal application of 

the phrase “any instrument” in the definition of “declaration”

is inconsistent with the concept of “declaration” used in

other provisions of the POAA. 

The POAA applies to “developments subject to a 

declaration.” Code § 55-508(A). A “[d]evelopment” is defined 

by the POAA as 

real property . . . subject to a declaration which 

contains both lots . . . and common areas with 

respect to which any person, by virtue of ownership 

of a lot . . . is obligated to pay assessments 

provided for in a declaration. 

Code § 55-509. These two definitions along with the 

definition of “declaration” reflect the intent of the General 

Assembly to apply the POAA to real property subject to certain 

 2

 Although DVCA asserted at trial that the Bylaws were a 

“supplement” to the declarations, it stated in oral argument 

before this Court that the Bylaws are not an amendment of or 

supplement to the declaration but rather constitute a separate 

and complete declaration under the definition of “declaration” 

in the POAA. 
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benefits and burdens that are part of the bundle of property 

rights conveyed with the transfer of ownership of the 

property. Such benefits and burdens are generally described 

as restrictive covenants that run with the land. See Sonoma 

Development, Inc. v. Miller, 258 Va. 163, 167 n.2, 515 S.E.2d 

577, 579 n.2 (1999); Burton v. Chesapeake Box and Lumber 

Corp., 190 Va. 755, 764, 57 S.E.2d 904, 908 (1950); Willard v. 

Worsham, 76 Va. 392, 396 (1882). The POAA denotes the 

instrument imposing these restrictions as a “declaration.” 

Articles of incorporation and bylaws are not instruments that 

apply to real property and are not instruments that subject 

real property to certain burdens and benefits that pass as 

part of the property rights in the conveyance of the property. 

Thus, DVCA’s Articles of Incorporation and Bylaws could not be 

a “declaration” for purposes of the definition of 

“development.” 

Other provisions of the POAA treat declarations as 

instruments separate and distinct from articles of 

incorporation and bylaws. Code § 55-512(A)(12) requires that 

the disclosure packet given to a buyer of a lot in the 

subdivision include “[a] copy of the current declaration, the 

association’s articles of incorporation and bylaws, and any 

rules and regulations or architectural guidelines adopted by 

the association.” Code § 55-515.1 explains how to obtain the 
7

consent of a mortgagee “[i]n the event that any provision in 

the declaration requires the written consent of a mortgagee in 

order to amend the bylaws or the declaration.” (Emphasis 

added.) These sections reinforce the conclusion that the 

General Assembly did not consider articles of incorporation 

and bylaws as synonymous with declarations. Indeed, in this 

case, the Bylaws themselves refer to declarations as documents 

separate from the Bylaws. 

DVCA’s interpretation of “declaration” would allow a 

property owners’ association to acquire the right to issue 

special assessments under the POAA merely by filing in the 

appropriate land records a document, regardless of its nature, 

stating that the association has the authority to assess 

property owners for maintenance of common areas and the 

responsibility to maintain those areas. Such a change in 

existing duties and responsibilities of an association and its 

members could occur without any notice to or concurrence by 

the property owners. Yet the POAA considers a declaration a 

document that can be changed only if the lot owners have 

notice and agree to the change, see Code § 55-515.1, a 

condition consistent with the method of altering restrictive 

covenants applicable to real property. See Hening v. Maynard, 

227 Va. 113, 117, 313 S.E.2d 379, 382 (1984). 
8

Furthermore, the POAA allows unilateral action in only 

limited circumstances. Code § 55-515.2 allows unilateral 

changes to a declaration in very limited circumstances such as 

correction of a scrivener’s error, a mathematical mistake, or 

an inconsistency. A unilateral change cannot alter the duties 

of the declarant, and if made by the association, must have a 

two-thirds vote of the board of directors. Code § 55-516.2 

allows the president of the association to take certain 

unilateral actions in connection with condemnation 

proceedings. However, nothing in the POAA supports the 

proposition that the unilateral filing of a document without 

notice and concurrence of the lot owners can impose upon real 

property and subject owners of that property to conditions not 

included in a deed of dedication or by a properly adopted 

amendment to such deed. 

Finally, we have said that the responsibility for 

maintenance of common areas and roads must be “imposed” on the 

association; voluntary assumption of this duty is 

insufficient. Lake Arrowhead, 253 Va. at 272, 483 S.E.2d at 

213-14. A duty “imposed” on an organization for purposes of 

qualifying as a property owners’ association under the POAA is 

one that cannot be altered or eliminated simply by amending 

the associations’ bylaws. While DVCA’s Bylaws recite that the 

board of directors has such a duty, the assumption of this 
9

duty was voluntary and not required by the declarations in the 

deeds of dedication of the development. 

In this case the declarations applicable to the Dogwood 

Valley development did not impose on DVCA the duty to maintain 

the roads and common areas. Winkleman, 267 Va. at 13-14, 590 

S.E.2d at 361. For the reasons stated, we hold that DVCA’s 

Articles of Incorporation and Bylaws, although filed in the 

land records, are not a declaration as defined by the POAA. 

Accordingly, DVCA does not qualify as a property owners’ 

association for purposes of the POAA and we will affirm the 

judgment of the trial court. 

Affirmed.