Can general membership overturn BOD of HOA decision

[Anita24]

Duly elected BOD of HOA properly met, discussed, and decided on course of action, 5-1.The dissenting vote was that of the chairman. BOD convened a second time at the insistence of and as a courtesy to Chair and endorsed the previous decision, again 5-1. A third meeting of a majority of the BOD restated their decision. 

 

My question: At the annual meeting of the HOA (who elected the BOD to act between annual meetings), can the decision of the Board be overturned, and if so, what are the requirements to do so. RROO are assumed, but not specified in Covenants, and are used loosely to structure meetings.The action specified by the BOD has begun and funds have been spent toward that end. No notice of intent to reverse has been distributed to the 30 members of the HOA. Can a dissenting resident collect proxy votes to use to reverse the decision? 

[Edgar Guest]

See Official Interpretation 2006-13 and FAQ #10.

[Hieu H. Huynh]

Duly elected BOD of HOA properly met, discussed, and decided on course of action, 5-1.The dissenting vote was that of the chairman. BOD convened a second time at the insistence of and as a courtesy to Chair and endorsed the previous decision, again 5-1. A third meeting of a majority of the BOD restated their decision. 

 

Regarding this situation, RONR says:

 

"Motions to "reaffirm" a position previously taken by adopting a motion or resolution are not in order. Such a motion serves no useful purpose because the original motion is still in effect; also, possible attempts to amend a motion to reaffirm would come into conflict with the rules for the motion to Amend Something Previously Adopted ([section] 35); and if such a motion to reaffirm failed, it would create an ambiguous situation." (RONR 11th ed., p. 104, ll. 24-31)

[Hieu H. Huynh]

... The action specified by the BOD has begun and funds have been spent toward that end...

 

Also, when something has been done, as a result of the vote on the main motion, that is impossible to undo, it cannot be rescinded or amended. The unexecuted part of an order, however, can be rescinded or amended. (p. 308)

[Richard Brown]

Anita, you have several issues.  I'll try to take them one by one.

My question: At the annual meeting of the HOA (who elected the BOD to act between annual meetings), can the decision of the Board be overturned, and if so, what are the requirements to do so. . . . .

As Mr Guest pointed out, whether the general membership can reverse an action of the board depends on the exact wording in your bylaws and the power given to the board and retained by the membership.  If, as you say, the board is empowered to act between annual meetings of the membership, then the membership....depending on the exact wording.... can probably reverse the action of the board.  You do so by means of the motion to amend or rescind something previously adopted, which requires a majority vote if previous notice is given or a two-thirds vote or a vote of a majority of the entire membership if notice was not given.

 

 RROO are assumed, but not specified in Covenants, and are used loosely to structure meetings.

It would help to know if RONR is indeed the parliamentary authority.  It would usually be specified in the bylaws, not in the covenants and restrictions.... but your state or situation might be different.

 

The action specified by the BOD has begun and funds have been spent toward that end.

This complicates things.  Actions which have already been completed cannot be rescinded.  However, if part of the previous motion has been carried out and part has not yet been carried out, you can rescind or amend the unexecuted portion of the board's motion.

 

Can a dissenting resident collect proxy votes to use to reverse the decision? 

As I believe Mr. Guest pointed out, proxies are not permitted under RONR unless the bylaws specifically permit the use of proxies or state law requires that they be allowed.  Whether proxies are allowed will most likely be stated in your bylaws.  You will have to look  to your bylaws, your other rules and procedures and to state law for specifics on the use of proxies in your organization.