Voting & Board Decisions

The order that decides every vote

When someone asks "was that vote valid," the answer is worked out in a fixed sequence, not by picking whichever rule sounds most familiar.

First: authority. Does the board or the membership actually have the power to take this action at all? A declaration, the bylaws, or a state statute sets that outer boundary. A vote that falls outside it is not a paperwork problem to clean up later, it is void from the moment it happened, and no later re-vote fixes it.

"When the contract is once declared ultra vires, the fact that it is executed does not validate it, nor can it be ratified so as to make it the basis of suit or action."

Source: What it Means for Ultra Vires HOA Actions to be Void, Cowherd PLC

Second, inside that boundary, state statute controls wherever it speaks to the topic. Some statutory rules are mandatory floors the bylaws cannot override; others are default fillers the governing documents can replace. Which kind applies to any given rule depends on your state, so read the statute's own language rather than assuming.

Third, the governing documents fill in whatever the statute leaves open: quorum numbers, whether proxies or electronic ballots are allowed, how abstentions are handled. Fourth, and only where both are silent, a parliamentary authority such as Robert's Rules fills the rest, and only because the bylaws say it applies. Robert's Rules is not automatic law for an HOA.

Counting the vote

Most of what trips up a new board member is arithmetic, not law. A majority means more than half of the votes actually cast, not half of the seats on the board and not half of the room.

"The word 'majority' in this context means, simply, more than half."

Source: Robert's Rules of Order Newly Revised, Frequently Asked Questions, Robert's Rules Association

An abstention is not a "no." It removes that member from the count entirely, so a board of five with two ayes, one no, and two abstentions passes the motion: two ayes is more than half of the three votes actually cast. A tie fails, the same as any vote that falls short of "more than half." And a board president who is a voting member gets to vote on every motion like anyone else, not only to break ties.

Where boards get it wrong

Two mistakes show up again and again. The first is treating "majority of those present" and "majority of the entire board" as interchangeable. They are not: a rule phrased as a majority of the whole body counts absent members against the motion, while a rule phrased as a majority of those present and voting does not. Whether your board's threshold is phrased one way or the other is set by your bylaws or, if they are silent, your state's default. Check both before assuming.

The second is assuming a procedural mistake can always be fixed by revoting. It depends entirely on what kind of mistake it was.

"A void corporate act is entirely invalid. By contrast, a 'voidable' action is valid if not challenged, but if the legal challenge is made and is successful, then the action is nullified by the court's decision."

Source: Does Failure to Follow the Bylaws Render a Board Decision Void?, Cowherd PLC

A board that skipped a required notice before an otherwise-authorized vote can cure it by doing the vote over correctly. A board that acted entirely outside its authority cannot: there is nothing valid to ratify.