Robert Oberbillig and Patricia Oberbillig and Frank Scaglione and Melba Scaglione v. West Grand Towers Condominium Association, 807 N.W.2d 143

West Grand Towers Condominium Association, a nonprofit corporation, approved over $200,000 for garage repairs (> $25,000 threshold) without a member vote, relying on a board interpretation of the bylaws and a legal opinion that no vote was required.
The Oberbilligs and Scagliones (owners of four units) withheld payment and sued for a declaratory judgment that the bylaw preapproval requirement was violated and that nonpayment excused their obligation.
The district court ruled for plaintiffs, voiding the special assessment and denying the association’s counterclaim, and held the bylaw unambiguously required a membership vote.
The Supreme Court of Iowa reversed, holding the bylaw is ambiguous, deferentially applying the board’s interpretive authority under the Declaration, and applying the business judgment rule to sustain the board’s action.
The case involved the interpretation of Article V, Section 6 of the Bylaws and paragraph 6(g) of the Declaration, with the board’s decision spanning years of study and multiple meetings; past informal votes on other expenditures were not dispositive, and the error, if any, was in whether the bylaw’s language was ambiguous.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Article V, Section 6 unambiguously requires a member vote for expenditures over $25,000.	Oberbillig argues the bylaw requires a two-thirds member vote.	West Grand Towers contends emergency affects the entire phrase, not just 'repair.'	Ambiguous; not unambiguous, allowing board interpretive authority.
Whether paragraph 6(g) of the Declaration grants the board interpretive authority to resolve bylaw ambiguities.	Plaintiffs challenge board interpretation as beyond bylaw scope.	Board interpretation is authorized by 6(g) for disputes over bylaws.	Board interpretive authority applies; defer to board when interpretation is reasonable.
Whether the business judgment rule applies to the nonprofit condominium board’s decisions.	Plaintiffs argue the board violated the bylaw; no deference.	Rule should defer to board if decisions are in good faith and prudent.	Yes; business judgment rule applies to board actions, supporting upholding the repair and assessment.
Whether the district court correctly considered laches or other defenses.			La ches not reach; case remanded for judgment consistent with the opinion.

Hanrahan v. Kruidenier, 473 N.W.2d 184 (Iowa 1991) (establishes the business judgment rule in Iowa corporations law)
Peak v. Adams, 799 N.W.2d 535 (Iowa 2011) (interpretation and construction of bylaws; ambiguity standard)
Phillips v. Nat’l Trappers Ass’n, 407 N.W.2d 609 (Iowa Ct. App. 1987) (articles and bylaws construed as contracts; whole-document approach)
Schaefer v. Eastman Cmty. Ass’n, 836 A.2d 752 (N.H. 2003) (board interpretive authority over bylaws; broad powers to govern)