Academy/Starting as a Board Member
What can you change immediately?
There is no list of safe changes and no list of forbidden ones. There is a test.
Nothing is automatically safe to change just because it's new, and nothing is automatically off limits just because a prior board did it. Courts protect a board's decision when it was made in good faith, after reasonable investigation, and within the board's authority, so that test, not how fast you move, is what to apply before voting.
There is no safe list
New directors often go looking for a checklist: things a new board can touch right away, and things it shouldn't. That checklist does not exist, and no state's law hands you one. What decides whether a change holds up is not the category of decision or how long you waited. It is whether you can show good faith, a reasonable look before you acted, and authority to make the call in the first place.
"Where a duly constituted community association board, upon reasonable investigation, in good faith and with regard for the best interests of the community association and its members, exercises discretion within the scope of its authority under relevant statutes, covenants and restrictions to select among means for discharging an obligation to maintain and repair a development's common areas, courts should defer to the board's authority and presumed expertise."
Source: Lamden v. La Jolla Shores Clubdominium Homeowners Assn., Supreme Court of California
This is a California Supreme Court holding. Other states apply their own version of the same idea, the business judgment rule, and the exact wording differs, so ask your association's attorney how your state's courts phrase it.
Check which document you're touching
Before you vote to end a policy, find out where it actually lives. A declaration (also called the CC&Rs) is recorded against every property and usually needs an owner vote to amend. The bylaws govern how the board itself operates. A rule adopted by the board to implement those documents is typically the layer a board can change on its own, fastest and with the least process.
Two policies can look identical on a printed page and sit in completely different layers. Changing one is a five minute board vote. Changing the other without the membership is a decision the board had no authority to make, and good faith does not rescue a decision made outside the board's authority.
The exact order of these layers, and the vote threshold to amend each one, depend on your state's statute and your association's own documents. Have your governing documents reviewed by the association's attorney before assuming this structure applies exactly as described.
Ask why before you vote to undo it
"Reasonable investigation" is not a formality, it is the part of the test that actually protects you. It means finding out why the prior board did something before you reverse it, not simply waiting out a decent interval.
"With the care an ordinarily prudent person in a like position would exercise under similar circumstances... In a manner he or she reasonably believes to be in the best interests of the corporation."
Source: Florida Statutes, section 617.0830, Florida Legislature
This is the language of Florida's nonprofit corporation act, which governs most Florida HOAs. Most states have their own nonprofit corporation statute with a similarly worded but not identical standard, so confirm the wording that applies to your association.
In practice that means pulling the minutes from when the decision was made (see Reviewing prior board minutes), checking for a bid file or contract behind it (see Documents every director should obtain), and asking the manager or a longer-tenured director what problem the prior board was solving. If nobody can explain it and the record is thin, that is a reason to investigate further, not a reason to assume it was improper.
Check yourself
Answer before you read the explanation, recalling it is what makes it stick.
The new board disagrees with a landscaping vendor the prior board picked after collecting three competing bids, recorded in the minutes. What should the new board do first?
A rushed board vote ends a long-standing policy, but the policy turns out to sit in the recorded CC&Rs, not the rulebook the board can amend on its own. What is true about that vote?
Two directors want to reverse a fee waiver policy the prior board approved, but nobody can find any record of why it was adopted. What does the duty of care actually require here?
Sources
- Lamden v. La Jolla Shores Clubdominium Homeowners Assn., 21 Cal.4th 249 (1999), Supreme Court of California
- Florida Statutes, section 617.0830 (General standards for directors, nonprofit corporations), Florida Legislature
Related elsewhere in the Academy
Starting as a Board Member
Next, learn the flip side of this same test: what a new board should slow down on, and why. Read What shouldn't a new board rush to change?
Which layer of your governing documents controls a given change, and what vote threshold amending it requires, vary by state and by your own CC&Rs and bylaws.