Board Action By Consent?

My HOA Board appointed a committee to assess the need to implement a rental cap on investor-owned units. At a public Board meeting one of the Directors got into a verbal altercation with the committee chair and threatened to harm him. This lead to a police report being filed and all of the committee members filing a complaint to the Association manager via the Virginia DPOR complaint procedure process, siting several violations of Robert's Rules of order. The association attorney sent a "Special Meeting of the Board of Directors" notice to the membership to answer to the complaint that was filed. The notice stated the purpose of the meeting was to consider the complaints that have been received and NO OTHTER BUSINESS WILL BE CONDUCTED.
When the meeting was held, the association attorney opened the meeting and informed everyone that only the complaints that were filed will be discussed, no other matters of the association will be heard. No minutes were taken and no agenda was prepared. This was also stated by the attorney. ? .
Several homeowners addressed the Board with questions and comments about the Board conduct being out of line, etc. The discussion period ended and the Board went into executive session. Most everyone went home to await the letter that the attorney would mail to members who filed the complaintS, but one of the committee members who filed a complaint stayed until the Board came out of executive session. He immediately sent an email to each of the committee members stating that the Board is asking the committee for their report at the annual meeting and a few other things related to the complaint, and they adjourned the meeting.
When the letter from the attorney was received a few days later, it we pretty much in order except for a comment made that the "Board will allow the committee to present a final report the membership, PRIOR to the annual meeting and that will be the final task of the Committee and "THE BOARD HAS VOTED TO DISBAND THE COMMITTEE AS OF THE START TIME OF THE ANNUAL MEETING".
When I questioned the attorney's "Final Determination Letter" that clearly stated the Board had voted on a matter that was not mentioned in the complaint, and was not even mentioned prior to the meeting or after executive session, her defense on that motion was permitted under a paragraph in our bylaws "Board Action By Consent" which permits the Board to conduct association business without calling a meeting. Virginia Non Stock Corporation Act 13.1-865 Action without meeting of board of directors, is permitted.
I can see where the Board may be able to ban the committee at anytime under this section of the 13.1, however, the action was made while in executive session for the complaints that were filed, which did not question or say anything to the effect or the desire of the Board to dissolve the committee.

Was the Association attorney wrong by allowing the Board to vote on dissolving the committee during the executive session at the Special Meeting? I think she was wrong, regardless of the Board Action By Consent being used. The Board could have called that action the next day or prior to the annual meeting or any other time. I received a copy of the Board Action By Consent signed by all Board members on the day that the special meeting took place.

One more note, the complaint that was filed sited improper conduct, failure to follow Robert's Rules of Order, improper adjournment of the meeting.

I agree with JohnC46: This is not a battle worth fighting.

Keep your focus on what you want pertaining to limiting rentals.

As to the nature of the complaint: For god's sake, when a director threatens a member of a committee, the first violation alleged should be that of violating covenants pertaining to safety and harassment. Robert's Rules violations are highly suspect, largely because the Rules are bereft of "shalls" and "musts." Robert's Rules are overwhelmingly a guide, and little more.

Keep in mind the process for filing a complaint with the DPOR.
You must first file a complaint with the board and see their response.
Then, you file a complaint with the ombudsman.

Note: Last time I had contact with the ombudsman, they made it clear that they only get involved with violations of statute.

Failure to follow ROR would not be a valid complaint.
Improper adjournment might be (would need more details).

However, the lack of minutes and apparent lack of notice (or lack of open meeting) where a vote was taken would be a valid complaint.

Also keep in mind that committee members serve at the pleasure of the board.
I would also make sure that the report specifies that for a rental restriction to be enforceable, it must be in the covenants (not any other document).

Kerry,

Per the OP, the attorney was present. Adjourning to executive session would be appropriate to discuss how to respond to the complaints to the Board which could result in fines from the State.

The errors I see (based on the thread) are:

1) No minutes (should have been)
2) Was the executive adjourned to reconvene in open session (which would be appropriate to make decisions)? This is an unknown
3) When was the decision documented (in the minutes of the open meeting or during executive session)?
The board can come to an agreement in executive session but must formally vote on an action in an open session.

Update! After receiving a letter from the attorney that the Board of Directors voted to abolish the Rental Committee, I decided to run for one of the vacant Board positions as a write in, and won! I am looking forward to assisting the Board and the community manager come to a resolution on how to best manage the investor owned units in the neighborhood. I truly beleive that once they begin enforcing the current rules and implement better procedures with "all" owners regarding governance of the community we will stop getting complaints about tenants. I have work to do, but I have confidence that my experience in real estate and as a modest investor in several other HOA communities I have something of value to bring to the table, with a little help from the excellent experts on this forum who have provide advice to me.
Thank you to all who provided advice. I will return when the next curve in the road ahead approaches!
Bernie J.