No vote by majority board members to approve Project

Our President sent by email to all board members a bid to update all xxxxxx in the community. There was no vote by board members(5)to approve this. The president and one other board member approved and proceeded without the knowledge of the other members, there was no meeting. This was a project that cost many thousands of dollars. We also have a management company that went along with this. This project has now been started.

Can a majority of board members agree at a meeting that a majority of votes by the board is needed to approve these things from happening in the future. or do the docs need to be amended.

This is going to be paid by the owners, there is not enough money in the bank to pay for this.

Below are the only words in our docs.

Our docs state that assessments need to be approved by a vote of all owners.

The President shall be the chief executive officer of the Association. He shall have all of the powers and duties which are usually vested in the office of president of an association, including, but not limited to, the power to appoint committees from among the members from time to time, as he may in his discretion deem appropriate to assist in the conduct of the affairs of the Association.

Roberts' Rules of Order (latest edition) shall govern the conduct of Association meetings when not in conflict with the Declaration of Covenants and Restrictions and Party Facilities of xxxxx xxxxx, the Articles of Incorporation or these By-Laws.

Don,

Is the project mainly an "emergency" repair or replacement issue or is the project more of a "want" - like a new gazebo or flower beds?

As a president myself, I have issues arise that really need immediate attention and I'm very sensitive to unilateral action. However, sometimes we have been repairs (water related) that need attention first, a called business meeting second.

Are you on the board, Don?

Your bylaws (right?) state: "The President shall be the chief executive officer of the Association. He shall have all of the powers and duties which are usually vested in the office of president of an association..." Are you sure there's nothing further, for instance, "subject to the control of the board"?? Or, "has such powers and duties as prescribed by the board...."?? These both appear in our bylaws under the president's duties.

If not, what are the words in your state's corporations codes about the president's powers in a non profit corporation as yours probably is?
In addition, that same set of statutes probably say that the decision of a majority of the members of the Board is an action of the Board. In other words, a minority of the Board cannot make decisions

In addition, FL has very strong legislation for HOAs and I think their numbers are 720 & 718; one refers to condos. What does the one your HOA abides by say on this topic.

What do your covenants (declaration; CC&Rs) say about the BOARD's duties? Isn't one of them to enter into contracts?? If so, contract, imo, need the vote of the board at a duly noticed meeting. This is because the CC&Rs take precedence over your Bylaws.

I also think all of lorry, Kelly & Sheila's remarks need replies so we have as much info as possible about this topic in your HOA.