Academy/Voting & Board Decisions
Ratification of prior action
Fixing a vote after the fact depends entirely on what kind of mistake was made.
Ratification is the board holding a new, procedurally correct vote to validate an earlier action it already had the legal authority to take. It cures a voidable action, one approved the wrong way, but never a void one. An action the board had no power to take is void from the start, and no later vote can ratify it.
Void or voidable: the question that decides everything
Before you ask whether a bad vote can be fixed, ask a different question first: did the board have the power to do this at all? Everything else follows from the answer.
"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 is about authority, not about how badly the procedure was botched. If the board had the power to approve the roof, the pool contract, the vendor, and the only problem was the method (no quorum, no notice, a missed step), the action is voidable. If the board never had the power to approve it in the first place, the action is void, and no procedure would have saved it.
How a board actually cures a voidable vote
Curing a voidable action is not complicated. The board does it over again, the right way.
"Even if it is voidable, it is often possible for the board to later 'ratify' the procedurally defective action."
Source: Does Failure to Follow the Bylaws Render a Board Decision Void?, Cowherd PLC
Say a board approves a roof replacement at a meeting that turns out to have lacked a quorum. To ratify it, the board notices a proper meeting, confirms a quorum, and someone moves for the same vote to purchase the roof. That second, clean vote replaces the first. This does not mean ratification is automatic or free of scrutiny: the board must still exercise good faith business judgment when it revotes, not just repeat the same outcome with paperwork attached.
Why ultra vires action cannot be fixed by a second vote
An action outside the board's power is called ultra vires, beyond its authority. It is void from the moment it happened, not from the moment someone challenges 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
The roof and the ultra vires action look similar on the surface: a board vote, later found to be a problem. The difference is what kind of problem it is. A board that skipped a required quorum on a purchase it was allowed to make can revote and fix it. A board that spends association funds on something its declaration flatly does not permit cannot fix that by voting on it a second time, because there is nothing valid underneath the vote to ratify. Whether a specific action falls on the void side or the voidable side of that line depends on your own declaration, bylaws, and state corporate law; that is a question for your association's attorney, not a general rule.
Check yourself
Answer before you read the explanation, recalling it is what makes it stick.
A board approves a roof replacement at a meeting that, it turns out, lacked a quorum. A month later, with a proper quorum, the board votes on the same purchase again. What is the second vote?
A declaration flatly prohibits the board from spending reserve funds on landscaping upgrades. The board votes to do it anyway, gets challenged, then holds a second, properly noticed vote approving the same purchase. What happens to the purchase?
A director argues that since ratification cured a similar mistake last year, the board can revote on anything it previously botched without worrying about scrutiny. What is missing from that argument?
Sources
Related elsewhere in the Academy
Voting & Board Decisions
If your board suspects a past vote was mishandled, start with Invalid board actions to work out which category you are dealing with before you try to fix it.
Whether a specific board action counts as void or merely voidable, and what good faith business judgment requires when ratifying it, depends on your association's governing documents and your state's corporate law.