Academy/Voting & Board Decisions
Invalid board actions
Not every flawed vote is dead on arrival, and not every flawed vote can be fixed.
An invalid board vote is either void or voidable, and that distinction decides whether it can be fixed. Void means the board never had authority to take the action at all; it fails from the moment it happened and no later vote fixes it. Voidable means the board had authority but used a flawed procedure; ratification, redoing it correctly, can cure it.
Two kinds of "invalid," and they are not the same problem
When a board's vote turns out to be flawed, the first question is not how badly the procedure was botched. It is whether the board had the power to take the action at all. That single question splits every invalid vote into one of two categories.
"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
The test for which bucket a vote falls into turns on authority, not on how many rules the board broke along the way. A board that had the power to take the action but approved it the wrong way lands in voidable territory. A board that never had the power to take the action at all, no matter how cleanly it voted, lands in void territory. Lawyers call that second kind ultra vires, meaning beyond the board's legal power under the declaration, bylaws, or state law.
Ratification fixes voidable actions. It cannot fix void ones
A voidable action can usually be cured by ratification: the board does the same thing over again, this time following the correct procedure.
"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
That fix does not work on a truly void action, because there is nothing valid underneath it to rescue. An action the board never had authority to take is void from the moment it happened, and a second vote approving the same thing does not change that.
"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
Ask the authority question before you ask the procedure question
When a member challenges a vote, work through it in order. First: did the board or association have the legal power to do this at all, under the declaration, the bylaws, or state statute? If the answer is no, the vote is void, and no later meeting fixes it; that is a matter for an attorney, not a revote. If the answer is yes, the problem is procedural, missed notice, no confirmed quorum, a skipped step, and the board can typically cure it by ratifying: renoticing, reconvening, and voting again correctly.
Even when ratification is available, it is not automatic or risk-free. A board redoing a vote still has to exercise good-faith judgment about the decision itself, not just repeat the paperwork.
Check yourself
Answer before you read the explanation, recalling it is what makes it stick.
The board never properly noticed a meeting before voting to approve a new roof, something clearly within the board's power to approve. What is that vote?
A declaration flatly bars the board from spending reserve funds on landscaping upgrades, but the board votes to do it anyway. Can a second vote fix this?
A board mistakenly skipped confirming quorum before voting on a contract it clearly had authority to sign. Members later challenge the vote. What can cure it?
Sources
Related elsewhere in the Academy
Voting & Board Decisions
Facing a vote you think was invalid? Read Ratification of prior action next to see how boards actually fix a voidable mistake.
Whether a flawed vote counts as void or voidable, and exactly what ratification requires, depends on your association's corporate form and your state's nonprofit or corporation statute. Check both before assuming a revote solves the problem.