OK, that's what I thought but wanted to be sure. I understand your concerns - it's a major focus that was just discarded without much forethought or placing the matter before the membership.
Documents governing the HOA are divided into 2 basic types: 1) documents that restrict the use of the property or the behavior of residents concerning the property, and 2) documents that govern the corporate entity embodying the HOA.
HOA docs that restrict the use or behavior of the owners are:
1) the CC&Rs
2) the rules and regulations, and
3) the architectural
HOA docs that govern the corporate entity are:
1) the Articles of Incorporation
2) the By-Laws, and
3) resolution of the Board of Directors
The CC&Rs is a doc that creates the scheme of enforceable covenants and restrictions that run with the property.
The Board cannot over-ride the CC&Rs but would have to amend the CC&Rs pursuant to the language within the CC&Rs. It would be an "ultra vires" action on their part.
’s CC&Rs and Bylaws set forth the general powers and duties of the Board and the specific limitations upon the Board’s powers. Boards of Directors generally have the power to:
Adopt and publish “Rules and Regulations” (R&Rs) to protect the interests of the homeowners
by governing the use of the common area and facilities and also regulating the personal conduct of the members, family, guests and tenants and to establish penalties for violation of the association’s Rules and Regulations.
To over-ride a decision of the board - a member can make an issue (have as part of the meeting a discussion about) or place a subject matter as part of the upcoming meeting. In your case it would be a decision about the fountain and what to do with it.
A member can make the matter an issue that should be voted on by the membership.
A member can at the meeting make a motion and have the issue addressed and voted on by the membership.
Then the member must notice the membership of the issue and when the matter is going to be voted on. Pursuant to the By-Laws - it will specificy how many members must attend the meeting and how many of those in attendance must vote to do something about the matter.
Usually theBy-Laws specificy that a quorum must attend (a majority of the membership) and of that quorum - a majority of the quorum must vote on the issue one way or another.
The board has the authority and power pursuant to the CC&Rs and By-Laws to make decisions regarding the common areas (that's actually their job).
To over-ride their decisions - the membership must do so pursuant to the By-Laws and it's stated requirements.
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