Court Says HOA Directors Can Invalidate Member Vote to Amend Bylaws

This case involved a dispute between a group of homeowners (“Owners”) and their homeowners association (“Association”) over the use of equestrian riding trails in the community that were established under the governing documents for the benefit and use of the residents of the community.

Because the riding trails were being used by business invitees of members who boarded horses belonging to non-members on their property over the objection of Owners, Association conducted a special membership meeting where an amendment to Association’s bylaws was passed that prohibited the use of the equestrian trials by members’ business invitees. The amendment passed based on the votes of both the members who attended the special meeting in person and those whose votes were by proxy. Subsequent to the membership meeting, Association’s board of directors invalidated the amendment on the basis that the membership vote was flawed because it included votes by proxy and the bylaws required “in-person” presence at the meeting to vote on bylaw amendments. After Association invalidated the amendment, Owners filed a lawsuit seeking declaratory and injunctive relief to enforce the amendment.

The trial court granted summary judgment in favor of Association after concluding that Association’s bylaws required an “in person” presence to vote on bylaw amendments. Owners then appealed the trial court’s judgment.

The provision of Association’s bylaws that was in question stated: