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CCOC Decision Summary

#88-10, Killea v. Cabin John Gardens and #24-11, McNulty v. Cabin John Gardens, Ruling on Motion for Summary Judgment, March 8, 2012 (Panel: Dymowski, Wilson, Whelan)

The CCOC consolidated these two complaints and accepted jurisdiction of 3 issues: 1. whether the cooperative's board acted reasonably and in good faith when it ruled that a parcel of land was assigned to a specific lot rather than for use by the general membership; 2. whether the cooperative's board of directors properly refused to allow the general membership to vote on whether to overturn the board's decision on that lot at a special meeting; and 3. whether the board of directors was improperly allowing that lot to be used for commercial purposes.

The core issue was the validity of a series of decisions of the board of directors over a two-year period during which it fixed the boundaries of Lot 6 in connection with a change of occupancy for that lot.  The cooperative's rules declared that all the lots were owned by the general membership, the boundaries of the lots were not fixed by any rule, and under the governing documents the board had the right to change the boundaries of the lots.  When occupancy of Lot 6 changed hands the new occupant asked the board to fix its boundaries and the board did so.  The complainants claimed that the board gave land to the new occupant which had been used by the general membership and never assigned to the exclusive use of Lot 6.  The complainants argued that the board was not only in error on the historical boundaries but was improperly influenced by the new occupant of Lot 6.

During this time the complainants forced the association to hold a special meeting for the purpose of discussing the board's decisions on Lot 6, but at that meeting the board refused to allow the general membership to vote, on the grounds that the petition for the special meeting did not contain a statement of any issue to be voted upon.  However, there was no written rule that required such a statement.

After the CCOC took jurisdiction of the case but before the first hearing, the board of the cooperative called a special meeting for the purpose of having the general membership vote on whether to confirm the board's decisions on the boundaries of Lot 6.  By a 2/3rd's vote, the general membership supported the board's decisions.  The association then moved to dismiss the first two issues of the complaint.

The hearing panel agreed to dismiss those issues.  Citing the doctrine of "ratification," the panel held that whether or not the board's original decisions regarding Lot 6 were properly made, the membership had the right to make its own decision, and it could ratify the board's decisions.  In addition, any defects in the first special meeting were mooted by the calling of and the taking of a vote at the second special meeting.

The panel reserved the third issue for a hearing on the merits.

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