Can board members ignore "Action by members" (over 2/3rd vote in favor of something)

Our NC bylaws state:

Action by Members. Except as provided otherwise in the Articles of Incorporation, the Declaration or these Bylaws, any act or decision approved by a vote of no less than two-thirds (2/3) of all votes present at a duly held meeting of the Members at which a quorum is present shall be regarded as the act of the Members.

70% of the people that voted voted to turn a soccer field size part of our park into a wild flower field (about 60 out of 150 homes voted so 42 homes is the total representation that voted for it) . Can the board ignore this vote?

I am not familiar with the phrase "action by members" is this a legal clause that allows members to overide the board's decisions and push through what they want? The AOI and Declaration don't address this phrase.

Ex President is arguing that board doesnt' have to do what people voted for. Ex president also never held board meetings open to the public, didn't even know what % quorum was required and failed to insure the new playground he had installed.

How do your bylaws define a quorum?

The presence at the meeting of Members entitled to cast, or of proxies entitled to cast, one third (1/3) of the votes appurtenant to the Lots shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these Bylaws. If, however, such quorum shall not be present or represented at any meeting, subsequent meetings may be called, subject to the same notice requirement, until the required quorum is present. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting.

WendyM5, wow, and what you attached is searchable too. Thank you, ma'am.

Your HOA's gov documents do indeed say the owners do not have some kind of general power to throw out board decisions. Here is why:

1.
A number of sections speak specifically to a vote of the owners being required. E.g. amendment of the covenants, amendment of the bylaws, increasing the assessment by such-and-such amount, selling HOA-owned land, special assessment, and budget disapproval. In contracts, when a contract makes an express reference to one matter, then other matters are excluded. The legal principle is known as expressio unius est exclusio alterius. In application here, because several sections say the owners have the power to do xyz, this means the owners do not have some kind of general power to throw out board decisions.

2.
In the bylaws is this:

Section 6.1. Powers. The Board of Directors shall have power to:
...
(c) Exercise for the Association all powers, duties and authority vested in or delegated to this Association and
not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation or the
Declaration;

(underlined emphasis added by ElleN)

This means the owners cannot override board decisions unless the Bylaws, AoI or Declaration expressly give owners this right.

Anyone unhappy with this reality needs to remember that owners unhappy with a board decision always have the recourse of either a recall or electing new directors at the annual meeting.

Attaway. I did the same with one of my HOA's (unsearchable) Bylaws, marking them with a watermark directing readers to check anything they say on the searchable version with the original, unsearchable version.

Like most HOAs, when the members self declare the association is a democracy, someone has to explain it isn’t.

I disagree somewhat with Elle and Tim. The owners can vote on whatever they want, and that becomes an act of the membership and does override the board. An act of the members is similar to an act (vote) of the board taken at a board meeting. An act of the members is legal and has meaning.

However, there are many exceptions, and it may end up to be basically the same as indicated by Elle and Tim.

Consider NC nonprofit Act:
"§ 55A-7-23. Voting requirements. (a) Unless this Chapter, the articles of incorporation, or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of a majority of the votes cast is the act of the members. "

So yes, this is a real legal thingy. IMO it is not limited to Tim's list or Elle's references in your governing docs, because it is in the law and is expressly authorized by your documents and therefore is not excluded.

Keep in mind that the board can override it (usually) and refuse to go ahead with it. (The owners can override the board and the board can override the owners. Maybe we need a different word than override.) There is nothing forcing the board, or the officers, or manager or delegated person to implement it. They can ignore it for the most part.

Also, an act of the members is not valid if it violates or conflicts with the law, CCRs or bylaws. On those grounds the board or officers can refuse to implement it.

The wording that you quoted says: "Except as provided otherwise in [your documents]...". The field of flowers proposal probably involves spending money (what doesn't?), and your bylaws usually have detailed procedures for the budget or revising the budget that require board approval. So just about any spending is "provided otherwise" in your documents and the board can ignore spending on the project.

Was the wording of the vote an act, or just a preference vote or request?

All of this is my theoretical musing.