McFadden, Presiding Judge. This case calls on us to construe the documents governing a homeowners’ association. We hold that those documents require that members of the board of directors be homeowners and that neither those documents nor the applicable statutes require a quorum for director elections. Water’s Edge is a residential real estate community in DeKalb County. It has a homeowners’ association. The documents governing that association provide for an annual election of directors to the association’s board. But since 2014, the association has not recognized the results of those elections on the ground that there were not enough votes cast to constitute a quorum. Instead, the incumbent board has remained in place. That board includes a director who is not currently a member of the association. The appellants in this case, who are members of the association, argue that the association has failed to abide by its governing documents in two respects: by permitting a non-member to serve as a director and by imposing a quorum requirement on director elections. They brought this action against the association for declaratory and injunctive relief and specific performance. The parties brought cross-motions for summary judgment on the issue of how to interpret the association’s governing documents: its declaration of covenants, articles of incorporation, and bylaws. The trial court ruled that those documents permitted the association’s actions, and the association members appeal. As detailed below, we agree with the members that the governing documents impose an eligibility requirement that bars non-members from running for and serving on the board of directors. And we agree with the members that the governing documents do not require a quorum for director elections. So we reverse the trial court’s order granting summary judgment to the association, denying summary judgment to the association’s members, and requiring the reinstatement of the non-member director to the board. And we remand for the trial court to take further action consistent with this opinion, if such action is needed to resolve any further issues raised in the members’ complaint. We do not reach the members’ separate argument that the trial court erred in treating their lawsuit as a derivative action. 1. Facts and procedural history “We review a grant or denial of summary judgment de novo and construe the evidence in the light most favorable to the nonmovant. Because this opinion addresses cross-motions for summary judgment, we will construe the facts in favor of the nonmoving party as appropriate.” Brown v. Sapp, 351 Ga. App. 352 (829 SE2d 169) (2019) (citation and punctuation omitted). So viewed, the evidence shows that in 1987, Arvida of Georgia, Inc. owned the real property at issue in this case. That year, Arvida filed in DeKalb County a Declaration of Covenants, Restrictions and Easements (hereinafter, “the declaration”) for the development of that property, to be known as Water’s Edge. Arvida formed the Water’s Edge Homeowner’s Association (hereinafter, “the association”) under the Georgia Nonprofit Corporation Code then in effect, and it filed articles of incorporation for the association with the Secretary of State. Under the declaration, owners of property in Water’s Edge, including Arvida, were members of the association. The declaration established two classes of members which initially had different voting rights: Class A members, initially comprised of owners of residences except for Arvida; and Class B members, comprised solely of Arvida. The declaration gave Arvida the right to appoint directors to and remove directors from the association’s board for a specified period of time, after which that right would pass to the owners, the owners would elect a new board of directors, and Arvida would become a Class A member of the association. As to election of directors, the declaration stated that the “method of election of Directors shall be as set forth in the By-Laws of the Association” and that the “procedures for the election of Directors of the Association . . . shall be governed by this Declaration, the Georgia Nonprofit Corporation Code, the Articles of Incorporation of the Association, and the By-Laws of the Association[.]” The association’s articles of incorporation stated that the directors “ need not be members of the Association” and, like the declaration, they provided that directors were to be elected by way of “the method provided for in the Corporate By-Laws[.]” The bylaws initially provided that they would be elected “ by secret written ballot,” that association members or their proxies could cast votes “[a]t such election[,]” and that “ [t]he persons receiving the largest number of votes shall be elected.” As to quorum requirements, the bylaws also initially provided that “a quorum at any meeting of Members . . shall consist of the presence at such meeting, in person or by proxy, of Members entitled to cast one-tenth of the votes of the Membership.” Those provisions for the election of directors and quorum requirements were altered in July 2000, when Arvida amended the bylaws. The 2000 amendment deleted in its entirety the prior bylaw regarding a quorum and replaced it with a new bylaw which provided that “[n]o business shall be transacted in any meeting unless a quorum is present.” That new bylaw stated that “a quorum in any meeting of Members, whether annual or special, shall consist of the presence at such meeting in person or by proxy of Members entitled to cast one-third (1/3) of the eligible votes of the Membership” and that “a majority of the votes entitled to be cast by all Members present at a meeting shall be necessary and sufficient to decide and act upon any question which shall come before the meeting.” The 2000 amendment added a new bylaw titled “Written Ballot,” which permitted members of the association to take actions by written ballot instead of at meetings. It provided that [a]ny action required or permitted to be taken at any annual, regular or special meeting of Members may be taken without a meeting if approved by written ballot as provided herein. . . . Approval by written ballot of any action shall be valid when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting held to authorize such action and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. That bylaw also contained general provisions governing the delivery and contents of written ballots, revocation of written ballots, and the certification and recording of the results of actions by written ballot. Among other things, the bylaw required solicitations for votes by ballot to state the number of votes needed to meet quorum requirements, except in the case of director elections. The 2000 amendment also deleted prior bylaws governing the nomination and election of directors and replaced them with new bylaws. One of those new bylaws, titled “Eligibility,” stated: After control of the Association has passed to the Class A Membership [which under the declaration would occur after the expiration of Arvida's right to appoint and remove directors ], all directors shall be Members of the Association in good standing. Any Member who is more than sixty (60) days delinquent in the payment of any assessments, fines or other charges due the Association shall not be eligible to run for election or to serve as a director. Any director who fails to meet the eligibility requirements set forth in [this bylaw] may be removed by majority vote of the remaining directors then holding office.
