Academy/Voting & Board Decisions
Correcting an improper vote
Not every flawed vote can be fixed the same way. This lesson shows you how to tell which kind of problem you have.
Fixing an improper vote starts with one question: did the board have the power to take this action at all? If it did, but used the wrong process, the board can usually cure it through ratification: doing the vote over correctly, with proper notice and a quorum. If the board never had that authority in the first place, the action is void from the start, and no later vote fixes it.
Ask the authority question first
Before you try to fix anything, work out which kind of problem you actually have. Some flawed board actions are things the board had the power to do, just carried out the wrong way: no notice, no quorum on the record, votes counted wrong. Others are things the board never had the power to do at all, no matter how carefully it voted. The fix is completely different depending on which one you're looking at, so this is the first question, not an afterthought.
"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
Fixing a procedural flaw: ratification
When the board had the authority to act but got the process wrong, the usual fix is ratification: noticing a new meeting, reaching a quorum, and taking the same vote correctly. Ratification is not a rubber stamp, though; the board still has to exercise real, good faith judgment about the decision, not just repeat the vote to make a paperwork problem go away.
"The board can later notice the meeting, achieve a quorum, and someone can move for the vote to purchase the replacement roof, even if the board had made a procedural mistake previously."
Source: Does Failure to Follow the Bylaws Render a Board Decision Void?, Cowherd PLC
What ratification cannot fix
If the board never had the power to take the action at all, spending money the declaration doesn't authorize, for example, revoting doesn't help. Lawyers call this kind of action ultra vires, and it's void from the moment it happened, not from the moment someone challenges it. There is nothing valid underneath it for a later vote to confirm.
"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
Two other repair tools, for different moments
Two more motions can undo a decision, but they only work at specific times. A motion to reconsider can only be made by someone who voted on the winning side, and only at the same meeting the vote happened (or the next day, if the meeting runs more than one day). Once that window closes, undoing an already-adopted decision means a motion to rescind or amend, which any member can bring at a later meeting, though the vote threshold depends on whether advance notice was given.
"If no previous notice was given, it takes a two-thirds vote of votes cast to pass."
Source: Changing Course: Using Robert's Rules to Alter a Prior Action, MRSC
Check yourself
Answer before you read the explanation, recalling it is what makes it stick.
The declaration lets the board levy special assessments, but the board skipped required notice before voting on one. What actually fixes this?
The declaration flatly prohibits the spending a board approved. The board later votes again to approve the same spending. What's true?
The board approved a contract at March's meeting. In April's meeting, a director wants to undo it. Which motion applies?
Sources
Voting & Board Decisions
Not sure whether your board's flawed vote is fixable? Read Invalid board actions next to learn how to spot the difference before you act.
Whether a flawed vote is void or fixable depends on the authority language in your declaration and your state's corporation statute, and the exact vote thresholds for rescinding or amending a past decision vary by whether members received advance notice.