## Facts

- Eastman is a planned private recreational community governed by an Articles of Agreement and a recorded Declaration of Covenants and Restrictions (declaration).
- Eastman Community Association (ECA), a nonprofit corporation, owns and maintains community recreational amenities; residents own homes and equal indivisible interests in common property.
- Governance includes Special Place Associations, an Association Council of representatives, and a Board of Directors that serves as ECA’s executive body.
- Until September 1999, ECA operated a downhill ski area known as Snow Hill as one of the community amenities.
- After surveys indicated most residents did not use Snow Hill or consider it important, the Board decided to close Snow Hill and sell its chairlift.
- Homeowners sued, alleging the Board’s closure decision exceeded ECA’s authority under the declaration and required either a membership vote or an amendment.
- The superior court enjoined the closure, ruled the decision ultra vires, and invalidated a later amendment that purported to authorize closure with Council approval.
- ECA appealed.

## Issues

1. Whether, under the articles and declaration, ECA’s Board had authority to close a community recreational amenity absent an express provision authorizing closure or reserving that decision to the members.

## Decision

- The Supreme Court of New Hampshire reversed.
- The court held the Board acted within its authority under the declaration when it decided to close Snow Hill.
- The closure was upheld because it did not contravene an express provision of the declaration or a member right reasonably inferable from it.

## Legal Principles

- Powers of a planned-community association are construed broadly; the association, acting through its proper governing body, may exercise all community powers except those reserved to the members.
- Board action is valid if it does not conflict with an express provision of the declaration or a right reasonably inferable from the declaration’s text.
- General management authority in the articles and declaration can include discontinuing an amenity when no covenant guarantees the amenity’s continued operation or allocates the closure decision to members.
- Promotional or descriptive materials about community amenities do not create enforceable limits on board authority absent clear declaration language.

## Conclusion

The court held that, because the governing documents broadly vested management in ECA’s Board and did not expressly preserve to members (or imply) a right to decide whether Snow Hill must remain open, the Board’s decision to close the ski area was within its authority and not ultra vires.


Schaefer v. Eastman Cmty. Ass’n, 150 N.H. 187, 836 A.2d 752 (N.H. 2003)