Conflict between governing doc & DS Act?

I reside in a California 55+ HOA with over 500 homes and a board of 7 directors. I am a volunteer.

The meeting agenda lists new business, “Increase singular BOD purchases from $700.00 to $1,000.00 per item”.

Governing Document / Bylaw provision:
An individual Board member shall not expend or commit the Corporation to an expenditure of funds exceeding seven hundred dollars ($700.00) for any single project without prior approval of the Board, except for emergency repairs necessary to maintain operation of the Corporation’s facilities.

To me, there seems to be a conflict with this bylaw and the Davis Stirling Act. I've searched the statute for director authorization to spend money and make decisions independently & outside of open board meetings. I could not find any reference in which the statutes defer to the governing documents. I am also concerned with the use of the word "purchases" on the agenda. If this change in dollar amount is passed, the bylaws will need amending. Amending governing documents is also an additional cost.

Emergency repairs and emergency meeting civil codes are a separate issue and not necessarily the priority of my concerns at this moment. However, you may have perspective I don't have.

DS civil codes I found which are relevant to the bylaw conflict are 4090, board meeting defined, 4155, item of business defined and 4910, Board Action Outside of Meeting Prohibited.

Is there a conflict between the law and the gov doc or have I missed something in the law that may be applicable?

For over ten years, I have seen this provision transform from simple director reimbursement to what are now actions outside of meetings for projects that ought to be discussed in open sessions. Some of the actions include independent director decisions, construction/maintenance/replacement on common areas and expenditure of funds up to $700.00.

If a quorum of directors is required for transacting association business at board meetings, how can it be justified for a single director to take action outside of a meeting (in what may be unlimited), where there is little to no transparency and an obvious conflict with the law?

Decisions to spend money on projects without a quorum defeats the purpose of the open meeting act. Why do we even hold board meetings if business can/may be done otherwise?

Thank you in advance for your input.

Thank you, Richard.

I can tell you these have been amended several times over the years by the board & without member vote.

Here's the bylaws re amendments

12.1 Elections, General. Elections regarding assessments, elections to the Board of Directors, except as provided in Section 6.2, and amendments to the Governing Documents other than Operating Rules, shall held by secret ballot.

12.2 Amendments. These Bylaws may be amended by the Board of Directors provided such amendment is consistent with the provisions of the California Corporations Code, Article 7150 as amended from time to time.
These Bylaws may also be amended or repealed by the affirmative vote (in person, by ballot or by proxy) or written consent of Members representing a majority of a quorum of the Corporation. However, the percentage of voting power necessary to amend a specific clause or provision shall not be less than the prescribed percentage of affirmative votes required for action to be taken under that clause.

Since the corp code 7150 is referenced in our bylaws, I went to the private website to look it up. Now I don't fully understand corp code 7150.
https://www.davis-stirling.com/HOME/Statutes/Corp-Code-7150

Barbara

Based on your provide the language in your Bylaws, the BOD does have the authority top amend the Bylaws on their own. The membership can repeal such an act, but it is damn difficult especially with 500 homes. Their actions also do not conflict with Corporation Code §7150

I'm curious, Barbara. Often an HOA your size has a property manager. Do you?

You say you're a "volunteer." Does that mean on the board? Or in some other capacity?