Board of Directors overrule/reverse something HOA voted on?

[Guest Challie Brown]

At last year's annual meeting the entire HOA membership voted on a mask mandate in common areas. Months later, the Board called for a vote to reverse the mandate (which the HOA as a whole would have agreed with, at that point) but then decided to remove the mandate (and signs) themselves since "they are the board."  Since we're all in agreement with the action it didn't matter, but one day a similar occasion might. I'm thinking if the entire association votes on something, they need to vote to undo it???

[George Mervosh]

3 minutes ago, Guest Challie Brown said:

At last year's annual meeting the entire HOA membership voted on a mask mandate in common areas. Months later, the Board called for a vote to reverse the mandate (which the HOA as a whole would have agreed with, at that point) but then decided to remove the mandate (and signs) themselves since "they are the board."  Since we're all in agreement with the action it didn't matter, but one day a similar occasion might. I'm thinking if the entire association votes on something, they need to vote to undo it???

Under the rules in RONR, yes, unless the bylaws or some applicable rule in statute give the board that authority.  See RONR (12th ed.), 49:7.  

[Weldon Merritt]

2 minutes ago, Guest Challie Brown said:

Since we're all in agreement with the action it didn't matter, but one day a similar occasion might. I

It always matters when a board does something that is beyond its authority. At the very least, it encourages them to think that they can continue doing it without consequence.

4 minutes ago, Guest Challie Brown said:

I'm thinking if the entire association votes on something, they need to vote to undo it???

That depends on your bylaws, and how much authority they give the board.  

[Richard Brown]

Guest Challie,  you might look at official interpretations 2006-12 and 2006–13 on the main website regarding the authority of the board to reverse actions of the membership and vice versa. Scroll down to 2006–12: https://robertsrules.com/official-interpretations/

Ultimately, as both Mr. Mervosh and Mr. Merritt stated above, the answer depends on what authority your bylaws give to the board.

[Guest Challie Brown]

Thanks everyone who answered. Here's what our bylaws say. So it sounds like even if the HOA body voted to place a mandate, the board can undue it. Am I reading that correctly? I cannot find anything in the CC&R or bylaws that further addresses this situation.

Also noticed while perusing paperwork on this issue that it's stated our annual meeting is to take place at 7, and it was announced for 5:30 this year. Again, nobody seems to care, but ...

Section 1. Powers.

 

The Board of Directors shall have the power to:

(a)            adopt and publish rules and regulations governing the use of the Common Area and facilities and the personal conduct of the Members and their guests thereon, and to establish penalties for the infraction thereof;

(b)           impose a fine not to exceed Twenty Dollars ($20.00) for each infraction of its published rules and regulations, each day during which infractions exist being deemed a separate and distinct infraction;

(c)             exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of the Governing Documents;

(d)           declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and

(e)            employ a manager, an independent contractor or such other employees, as they deem necessary, and to prescribe their duties; provided, however, that any agreement for professional management of the Subject Property, shall provide for termination by either party without cause or payment of a termination fee on ninety (90) days or less written notice and a maximum contract term of three (3) years.

[Richard Brown]

7 minutes ago, Guest Challie Brown said:

Here's what our bylaws say. So it sounds like even if the HOA body voted to place a mandate, the board can undue it. Am I reading that correctly? I cannot find anything in the CC&R or bylaws that further addresses this situation.

I do not read the powers of the Board of Directors as being exclusive or superior to that of the membership, meaning that per the rules in RONR the membership appears to me to be the superior body and that if there are no provisions to the contrary in your other governing documents, the board has no power to reverse actions of the membership.   To the contrary, if the rules in RONR are controlling, the membership can reverse actions of the board as described in Official Interpretations 2006-12 and 2006-13.  Check your other governing documents (and controlling law) carefully, as there may well be other provisions which prevail over RONR or limit the powers of the membership.

[Gary Novosielski]

On 7/13/2021 at 5:02 PM, Richard Brown said:

I do not read the powers of the Board of Directors as being exclusive or superior to that of the membership, meaning that per the rules in RONR the membership appears to me to be the superior body and that if there are no provisions to the contrary in your other governing documents, the board has no power to reverse actions of the membership.   To the contrary, if the rules in RONR are controlling, the membership can reverse actions of the board as described in Official Interpretations 2006-12 and 2006-13.  Check your other governing documents (and controlling law) carefully, as there may well be other provisions which prevail over RONR or limit the powers of the membership.

I disagree.  The board has the power to

On 7/13/2021 at 4:44 PM, Guest Challie Brown said:

exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of the Governing Documents;

So unless there is a provision that a particular power is reserved to the membership (for example the power to elect board members or amend the bylaws) the board appears free to exercise it, at least in this organization.  Of course there could be a provision that the board may not overrule, rescind, or amend an act of the membership, but we'd have to see the entire bylaws to know for sure.  And the way the above rule was written it appears that the drafters intended the board to have exclusive power except for certain express reservations.

[Richard Brown]

I agree that the board has the authority to act for and on behalf of the association, but I do not interpret the bylaws as granting the board the exclusive authority to act in those matters. If the authority is not exclusive, then the membership, being the superior body, can overturn actions of the board.

[Gary Novosielski]

2 minutes ago, Richard Brown said:

I agree that the board has the authority to act for and on behalf of the association, but I do not interpret the bylaws as granting the board the exclusive authority to act in those matters. If the authority is not exclusive, then the membership, being the superior body, can overturn actions of the board.

Technically not absolutely exclusive, depending upon what powers, if any, are elsewhere reserved to the membership.  But regarding any that are not, the phrase all powers seems to cover it.  Essentially it says the board has exclusive authority in all matters except those specifically excepted.

And this seems to be pretty good language if that was the intention.  It would be dangerous to flatly state that the board has exclusive power over everything without exception.  They could vote themselves in power forever, raid the treasury, and amend the bylaws to make it all valid.  Here, they are given the power to do anything except what the bylaws enumerate.

But great minds do not always think alike, so enjoy the rest of your evening. 🙂

[Richard Brown]

43 minutes ago, Gary Novosielski said:

And this seems to be pretty good language if that was the intention

No, it is TERRIBLE language if the intention to vest those powers exclusively in the board.  If that is the intent, the bylaws should say so MUCH more clearly.

[Josh Martin]

10 hours ago, Gary Novosielski said:

Technically not absolutely exclusive, depending upon what powers, if any, are elsewhere reserved to the membership.  But regarding any that are not, the phrase all powers seems to cover it.  Essentially it says the board has exclusive authority in all matters except those specifically excepted.

And this seems to be pretty good language if that was the intention.  It would be dangerous to flatly state that the board has exclusive power over everything without exception.  They could vote themselves in power forever, raid the treasury, and amend the bylaws to make it all valid.  Here, they are given the power to do anything except what the bylaws enumerate.

But great minds do not always think alike, so enjoy the rest of your evening. 🙂

I don't think anyone would disagree that the phrase "exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of the Governing Documents" grants the board the board full authority (except to the extent that the bylaws reserve certain powers for the membership), the question is whether it grants the board exclusive authority in those matters.

A subordinate board has no power to do anything except what is authorized by the organization's rules, applicable law, or by the organization's membership by vote. So the fact that the bylaws grant the board certain powers (even very broad powers) does not necessarily indicate that the intent is to grant the board exclusive authority in that area. It may simply be that the intent is to grant the board the authority to take such actions in between meetings of the society's membership, and that the society retains the right to overturn the board's decisions in this matter.

So the phrase "all powers" lends no clarity whatsoever to whether these powers are exclusive. It simply lends clarity to the breadth of the board's powers.

To the extent that an argument may be made for exclusivity based on this language, I think better arguments would be these:

1) The language in question does not state "between meetings of the society's membership." That could be an argument for exclusivity.

2) The organization's bylaws, in addition to granting the board broad authority over basically everything, also grant the board specific authority to "adopt and publish rules and regulations governing the use of the Common Area and facilities and the personal conduct of the Members and their guests thereon, and to establish penalties for the infraction thereof." Because this authority is presumably included under the board's authority to "exercise for the Association all powers, duties and authority vested in or delegated to this Association," it could be that also stating this authority explicitly is intended to grant the board explicit authority in this area. (On the other hand, it might just be an example.)

I expect, however, that the answer to the question of whether the board has exclusive authority in this area will ultimately have more to do with state laws pertaining to HOAs, which will take precedence over the bylaws and RONR.

[Dan Honemann]

45 minutes ago, Josh Martin said:

To the extent that an argument may be made for exclusivity based on this language, I think better arguments would be these:

1) The language in question does not state "between meetings of the society's membership." That could be an argument for exclusivity.

Well, I suppose this could be an argument for exclusivity, but it isn't a good one.  56:43 is designed to indicate just the opposite.

[Gary Novosielski]

5 hours ago, Josh Martin said:

I don't think anyone would disagree that the phrase "exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of the Governing Documents" grants the board the board full authority (except to the extent that the bylaws reserve certain powers for the membership), the question is whether it grants the board exclusive authority in those matters.

A subordinate board has no power to do anything except what is authorized by the organization's rules, applicable law, or by the organization's membership by vote. So the fact that the bylaws grant the board certain powers (even very broad powers) does not necessarily indicate that the intent is to grant the board exclusive authority in that area. It may simply be that the intent is to grant the board the authority to take such actions in between meetings of the society's membership, and that the society retains the right to overturn the board's decisions in this matter.

So the phrase "all powers" lends no clarity whatsoever to whether these powers are exclusive. It simply lends clarity to the breadth of the board's powers.

To the extent that an argument may be made for exclusivity based on this language, I think better arguments would be these:

1) The language in question does not state "between meetings of the society's membership." That could be an argument for exclusivity.

2) The organization's bylaws, in addition to granting the board broad authority over basically everything, also grant the board specific authority to "adopt and publish rules and regulations governing the use of the Common Area and facilities and the personal conduct of the Members and their guests thereon, and to establish penalties for the infraction thereof." Because this authority is presumably included under the board's authority to "exercise for the Association all powers, duties and authority vested in or delegated to this Association," it could be that also stating this authority explicitly is intended to grant the board explicit authority in this area. (On the other hand, it might just be an example.)

I expect, however, that the answer to the question of whether the board has exclusive authority in this area will ultimately have more to do with state laws pertaining to HOAs, which will take precedence over the bylaws and RONR.

Thanks, Josh, I appreciate your take on this question.  There's no doubt that if the phrase "between meetings" had been included it would cement my view that the board was fully subordinate.  At a general meeting there would be essentially no limits on the membership's powers, and that would also imply that the board could not rescind or amend an act of the  membership on its own initiative.

I guess the question is whether "reserving" powers to the membership means that powers not enumerated are powers the membership does not have at all, or merely that it shares these unreserved powers with the board.

It wouldn't surprise me that HOA regulations could have a major influence on how this should be interpreted. and I don't have any first-hand experience with HOAs (and fully intend to keep it that way!) 

I also don't have any cash riding on this, so it just something I'm curious to learn about, and I value your judgment on things like this.

Thanks again.

[Josh Martin]

15 hours ago, Gary Novosielski said:

Thanks, Josh, I appreciate your take on this question.  There's no doubt that if the phrase "between meetings" had been included it would cement my view that the board was fully subordinate.  At a general meeting there would be essentially no limits on the membership's powers, and that would also imply that the board could not rescind or amend an act of the  membership on its own initiative.

Based upon Mr. Honemann's latest post, however, it appears that both of us might be reading too much into the inclusion (or exclusion) of the phrase "between meetings."

15 hours ago, Gary Novosielski said:

I guess the question is whether "reserving" powers to the membership means that powers not enumerated are powers the membership does not have at all, or merely that it shares these unreserved powers with the board.

My understanding on this subject, at least so far as RONR is concerned, is that the latter is generally correct. The intent of "reserving" certain powers for the membership is to suggest that only the membership can act on the "reserved" powers, and is not intended to limit the membership's authority to act on other matters.

[Gary Novosielski]

23 hours ago, Daniel H. Honemann said:

Well, I suppose this could be an argument for exclusivity, but it isn't a good one.  56:43 is designed to indicate just the opposite.

Dan,

That's an interesting cite but 56:43 is odd in that it first refers to action "between meetings", while the recommended language does not say anything about "between meetings", which is a little surprising.

But reading through that section led me to 49:7, which is, I think, much stronger wording.  It says that a board flatly cannot alter any action of the membership as a general rule, except for those matters placed under the board's exclusive authority.  This is rather the reverse of the OPs bylaw where certain matters are reserved to the membership, while 49:7 would require that specific enumerated matters must be reserved to the board, and saying "all matters" is insufficient. Actually it doesn't say enumerated, but if "all matters" is insufficient, it seems to be implied.  

I guess that settles that.  As far as RONR is concerned the board may not do what the OP says they have done.  (Especially not just "because we are the board".)  Is that fair to say?

There is still the matter of what the regulations on HOAs might say, but I'm content to remain in the dark on that subject.

[Dan Honemann]

1 hour ago, Gary Novosielski said:

That's an interesting cite but 56:43 is odd in that it first refers to action "between meetings", while the recommended language does not say anything about "between meetings", which is a little surprising.

Well that's the point. 56:43 is telling you that even language as broad as the quoted provision is not strong enough, in an of itself, to divest the membership of its ultimate, over-riding authority over the society's affairs.

 

 

[Josh Martin]

8 hours ago, Gary Novosielski said:

I guess that settles that.  As far as RONR is concerned the board may not do what the OP says they have done.  (Especially not just "because we are the board".)  Is that fair to say?

Yes, I think there is no doubt that, so far as RONR is concerned, a subordinate board may not rescind a rule adopted by the general membership of the society. Such authority would need to come from the organization's bylaws or applicable law.

[Termination Requested Pls]

For the archives:

I see that the hierarchy of an organization's governing documents is discussed often at this forum. Is there any dispute that the Bylaws rank higher than RONR? In particular, when the Bylaws conflict with RONR, does anyone dispute that the Bylaws control * ?

To review:
Bylaws "The Board of Directors shall have the power to:

(a)            adopt and publish rules and regulations governing the use of the Common Area and facilities and the personal conduct of the Members and their guests thereon, and to establish penalties for the infraction thereof;

...

(c)             exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of the Governing Documents;

(I will assume the Bylaws nowhere have a provision reserving to the owners the power to adopt rules for use of the common area. This is common nationwide.)

 

RONR 49:7 "Except in matters placed by the bylaws exclusively under the control of the board, the society's assembly can give the board instructions which it must carry out, and can rescind or amend any action of the board if it is not too late."

 

Discussion

The governing documents nowhere reserve to the HOA owners the power to adopt rules for use of the common area. Because of this and according to the Bylaw above, only the Board can adopt rules for the common area.  By contrast, lacking an "exclusively" modifier in the Bylaws, Robert's Rules is saying the HOA owners can override Board decisions, including rules on use of the common areas.

Isn't this a conflict between the Bylaws and RONR?

I believe it is.

When conflicts arise, the governing document higher in the hierarchy prevails. This would be the Bylaws.

I think Gary Novosielski got it right in his first post. 

 

-- Augustin, an observer of City Councils and long-time HOA/COA veteran

 

* Nationwide state nonprofit corporation statutes, and often state HOA statutes, recognize Bylaws as being the authority for how the HOA is to operate, subordinate only to the HOA's Articles of Incorporation, Declaration, and state and federal law. Some HOA bylaws do state that board and owners' meetings will be run pursuant to the latest edition of Robert's Rules. What happens when a conflict between the Bylaws and Robert's Rules arises? I reject a contention that a court would say that the Bylaws do not control. Why? Because for one, state statutes time and again recognize Bylaws and not Robert's Rules.

 

[Dan Honemann]

On 4/18/2022 at 2:22 PM, Augustin said:

What happens when a conflict between the Bylaws and Robert's Rules arises? I reject a contention that a court would say that the Bylaws do not control. Why? Because for one, state statutes time and again recognize Bylaws and not Robert's Rules.

Actually, such a conflict cannot occur because RONR itself says that the bylaws take precedence whenever they differ from RONR.

What you need to understand is that most of the discussion in this thread was focused solely on a proper understanding of what is said in RONR, 12th ed., 49:6-7, and 56:43 regarding the proper interpretation of a provision in the bylaws granting power to the Board to: 

 "exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of the Governing Documents"

RONR is telling us that such a provision should not be understood as, in and of itself, vesting exclusive authority to the Board to exercise the powers described.

 

 

[Josh Martin]

On 4/18/2022 at 1:22 PM, Augustin said:

Is there any dispute that the Bylaws rank higher than RONR?

No, there is no dispute on this point.

"Except for the corporate charter in an incorporated society, the bylaws (as the single, combination-type instrument is called in this book) comprise the highest body of rules in societies as normally established today. Such an instrument supersedes all other rules of the society, except the corporate charter, if there is one." RONR (12th ed.) 2:12

On 4/18/2022 at 1:22 PM, Augustin said:

The governing documents nowhere reserve to the HOA owners the power to adopt rules for use of the common area. Because of this and according to the Bylaw above, only the Board can adopt rules for the common area.  By contrast, lacking an "exclusively" modifier in the Bylaws, Robert's Rules is saying the HOA owners can override Board decisions, including rules on use of the common areas.

Isn't this a conflict between the Bylaws and RONR?

To the extent that there is a conflict between the bylaws and RONR, then the provisions in the bylaws are controlling. If it is in fact correct that the organization's bylaws provide that "only the Board can adopt rules for the common area," then that takes precedence over RONR. This interpretation may well be correct, but the argument you have presented here, in and of itself, does not seem sufficient to draw this conclusion.

Under the principles of the common parliamentary law, of which RONR is a codification, I would note that the default arrangement for an organization is that all powers are reserved for the membership, except as otherwise provided in the organization's rules. The board, on the other hand, only has the powers delegated to it by the organization's rules, or by vote of the membership in a particular case. So I do not think it necessarily follows that because "The governing documents nowhere reserve to the HOA owners the power to adopt rules for use of the common area," this therefore means that "only the Board can adopt rules for the common area." Certainly, at a minimum, it means that the board has the power to adopt such rules, but in and of itself, I do not think this is sufficient to deprive the membership of its authority in that area.

As I have previously stated, this rule taken together with the general grant of authority to the board may be a reasonable argument for exclusivity.

The organization's bylaws, in addition to granting the board broad authority over basically everything, also grant the board specific authority to "adopt and publish rules and regulations governing the use of the Common Area and facilities and the personal conduct of the Members and their guests thereon, and to establish penalties for the infraction thereof." Because this authority is presumably included under the board's authority to "exercise for the Association all powers, duties and authority vested in or delegated to this Association," it could be that also stating this authority explicitly is intended to grant the board exclusive authority in this area. (On the other hand, it might just be an example.)

No one is saying that the exact word "exclusively" must be used in the bylaws if that is the society's intent, but it wouldn't hurt.

I would also reiterate again my previous warning that:

I expect, however, that the answer to the question of whether the board has exclusive authority in this area will ultimately have more to do with state laws pertaining to HOAs, which will take precedence over the bylaws and RONR.

It may well be that the laws in the state where this HOA is incorporated provide that all powers reside with the board, except those which have been granted to the membership by state law or by the organization's bylaws. Such a provision would not be unusual. But that is a question which is beyond the scope of RONR and this forum, and should be directed to an attorney.

Edited April 18, 2022 at 08:37 PM by Josh Martin

[Termination Requested Pls]

On 4/18/2022 at 3:33 PM, Josh Martin said:

The board, on the other hand, only has the powers delegated to it by the organization's rules, or by vote of the membership in a particular case. So I do not think it necessarily follows that because "The governing documents nowhere reserve to the HOA owners the power to adopt rules for use of the common area," this therefore means that "only the Board can adopt rules for the common area." Certainly, at a minimum, it means that the board has the power to adopt such rules, but in and of itself, I do not think this is sufficient to deprive the membership of its authority in that area.

First, from my study over many years, the Board only has the powers delegated to it by the organization's rules (meaning afaic, the governing documents, including federal and state law, the Declaration, the Articles of Incorporation (if present), the Bylaws, and on down. If these rules happen to give power to the non-board members, then this is still operating within the organization's rules.

Second, I am not sure how you can omit the underlined phrase in this clause of the Bylaw section: The Board of Directors shall have the power to: ... exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of the Governing Documents;

Per the Bylaws, if power X is not reserved to the membership by other provisions of the Governing Documents, then power X is  not reserved to the membership.

I think perhaps you are stuck on a belief that, since RONR says the default authority for the exercise of powers is the membership, this overrides the Bylaws? And perhaps you think this follows a rule of common sense? RONR Section 2 is very clear about how the Bylaws supersede RONR.  I am happy to agree to disagree.

[Termination Requested Pls]

Quote

Actually, such a conflict cannot occur because RONR itself says that the bylaws take precedence whenever they differ from RONR.

Isn't this a matter of how one defines "conflict"? Regarding the grammar here, many state statutes speak expressly of how, in the event of a conflict between, say, the nonprofit corporation statute and the HOA statute, the HOA statute controls. Also many HOA Declarations state similar insofar as conflicts occur between, say, the Declaration and Bylaws: In the event of a conflict, the Declaration controls. By your reasoning, when wording like the latter occurs, "conflicts" actually never arise. 

Quote

RONR is telling us that such a provision should not be understood as, in and of itself, vesting exclusive authority to the Board to exercise the powers described.

In my opinion the only way one can get to the above conclusion is by applying RONR 49:7 and letting it trump the Bylaws. But this ignores the reality that, by my reading, RONR Section 2 states that, where there are differences between the Bylaws and RONR, the Bylaws control.

I am not sure where you land on the OP's original question: Can the Board adopt rules for the common area that override a membership vote? By my reading, yes, absolutely. Can the membership turn around and override this Board decision? No. In my view, this is consistent with the Bylaws and Section 2 of RONR.

I am happy to agree to disagree.

[Rob Elsman]

With respect to the original poster's question, the general answer is given in RONR Official Interpretation 2006-12.

[Dan Honemann]

On 4/18/2022 at 6:06 PM, Augustin said:

Isn't this a matter of how one defines "conflict"? Regarding the grammar here, many state statutes speak expressly of how, in the event of a conflict between, say, the nonprofit corporation statute and the HOA statute, the HOA statute controls. Also many HOA Declarations state similar insofar as conflicts occur between, say, the Declaration and Bylaws: In the event of a conflict, the Declaration controls. By your reasoning, when wording like the latter occurs, "conflicts" actually never arise. 

All that I am saying is that it isn't much of a conflict when both parties agree who prevails whenever a difference may arise.

On 4/18/2022 at 6:06 PM, Augustin said:

In my opinion the only way one can get to the above conclusion is by applying RONR 49:7 and letting it trump the Bylaws. But this ignores the reality that, by my reading, RONR Section 2 states that, where there are differences between the Bylaws and RONR, the Bylaws control.

Yes, RONR definitely says that where there are differences between the bylaws and RONR, the bylaws control. We can all agree on that. Where we apparently disagree is with respect to how RONR says that a provision in the bylaws of an organized society such as the bylaw provision found in 56:43 should be interpreted. I believe that this is mainly due to the fact that the rules in RONR are designed primarily for what RONR often refers to as an "organized society."

In 1:23 RONR notes that: "... in a stock corporation, although the board of directors is elected by stockholders who hold an annual meeting, it constitutes the highest authority in the management of the corporation. A board within an organized society, on the other hand, is an instrumentality of the society's full assembly, to which it is subordinate." As Mr. Martin has noted, the statutes governing many homeowners associations and condominium regimes are often (unfortunately, in my opinion) constructed more along the lines of those relating to stock corporations than they are to the type of society referred to in RONR. Such statutes, of course, are controlling.

In any event, 49:6 and 56:43, properly understood, tell us that an ordinary society's bylaw provision such as that found in 56:43 (very similar to the one found here) is not to be understood as vesting sole authority in the board. You may argue if you wish that RONR should not be saying this, but it is rather undeniable that this is what it says.

 

 

[Shmuel Gerber]

On 4/18/2022 at 5:32 PM, Augustin said:

Second, I am not sure how you can omit the underlined phrase in this clause of the Bylaw section: The Board of Directors shall have the power to: ... exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of the Governing Documents;

Per the Bylaws, if power X is not reserved to the membership by other provisions of the Governing Documents, then power X is  not reserved to the membership.

"Reserved to the membership" means that only the membership can exercise the power and not the board. So the fact that a certain power is not reserved to the membership doesn't mean that the membership cannot exercise that power; it just means that the board can.