SUPERIOR COURT OF NEW JERSEY

APPELLATE DIVISION DOCKET NO. A-1563- 21 LAURA RUCCOLO, Plaintiff-Appellant,

v. ARDSLEY WEST COMMUNITY ASSOCIATION, INC., BARBARA CIANCI-MURRAY, LES ZEIFMAN, MICHAEL GUERRA, and BEVERLY MILLER, Defendants-Respondents.

Submitted January 18, 2 024 - Decided March 28, 202 4 Before Judges Currier and Vanek. On appeal from the Superior Court of New Jersey, Law Division, Burlington County, Docket No. L

- 0741

- 19. Capehart & Scatchard, PA, attorneys for appellant (Alan Paul Fox, on the briefs). Cutolo Barros, LLC, attorneys for respondents (Kary n Ann Branco and Jennifer M. Kurtz, on the brief).

NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION This opinion shall not "constitute precedent or be binding upon any court. " Although it is posted on the internet, this opinion is binding only on the parti es in the case and its use in other cases is limite d. R. 1:36- 3.2 A- 1563

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PER CURIAM Plaintiff Laura Ruccolo is the owner of a townhous e in the Ardsley West

t ownhouse community. In this lawsuit against defendant Ardsl ey West Community Association, Inc. (the HOA), and several individual members of the
HOA 's elected board of directors (the Board), plaintiff alleged the HOA and its Board members violated the community's Declaration o f Restrictive Covenants, Conditions, and Restrictions (the Declaration), its own by-laws, and a variety of laws and regulations related to the operation of a common interest community. All but one count of the complaint was dismissed on summary judgment. The remaining count was dismissed after a bench trial. Plaintiff appeals from the orders granting defendants summary judgment and den ying reconsideration, and the order dismissing the remaining count with preju dice after the bench trial. We affirm.
I. Plaintiff has lived in Ardsley West since 1996. W hen she purchased the townhouse, plaintiff was provided with the HOA by -laws and the Declaration

. Plaintiff sued the HOA for the first time in 2017. The matter was resolved by the parties' entry of a consent order.3 A- 1563

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In 2018, plaintiff filed the complaint that is the subject of this appeal. In her second amended complaint, plaintiff alleged tha t defendants retaliated against her and violated her rights by: taking act ions with an improperly constituted Board (count one); misrepresenting that the Planned Real Estate Development Full Disclosure Act (PREDFDA), N.J.S.A. 45:22A-21 to - 56 , applied to the HOA and improperly seeking to amend the by-laws (count two); violating N.J.S.A. 15A:5-24 by failing to produce r equested records (count three); violating the HOA by-laws with respect to c apital expenditures (count four); corporate waste (count five); violating the by-laws and founding declarations of the community by adopting a "Homeow ner's Manual" without proper notice (count six); creating vague rules and regulations regarding insurance, leases, service animals, and satellite d ishes (count seven); breach ing its fiduciary duty (count eight); breach ing the HOA by-laws (count nine); and violating PREDFDA by failing to provide her notice or an opportunity to engage in alternative dispute resolution before filing a c ounterclaim (count ten). The allegations generally arose from plaintiff's ch allenges to Board actions. She also contested the constitution of th e Board and its ratification of its own prior actions.4 A- 1563

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In addition, plaintiff challenged the following Bo ard initiatives. In 2019, the Board passed a resolution allowing the HOA to b orrow from its "reserves fund" to pay for attorney's fees incurred in defens e of plaintiff's lawsuit. The reserves fund is established and regulated under Se ction 9.5 of the by -laws , which reads:

The Board shall not be obligated to expend all of t he Common Expenses collected in any accounting period, and shall maintain reasonable reserves for, among o ther things, repairs, replacements, emergencies, contingenci es of

bad weather or uncollected accounts. Notwithstanding anything herein to the contrary, the Board in its determination of the Common Expenses and the preparation of a budget shall specifically designate and identify that portion of the Common Expenses which is to be assessed against the Un it Owners as a capital contribution and is allocable t o reserves for each separate item of capital improvem ent of and to said property. The amounts assessed and collected for the reserves shall be kept in one or more interest-bearing savings accounts, or certificates of deposit and shall not be utilized for any purpose o ther than that which was contemplated at the time of the assessment. In November 2019, the Board propos ed an amendment to the Declaration addressing disputes between Ardsley West residents and the HOA

. In January 2020 , the Board wrote a letter to the community's resid ents stating that "[a]t the November 14, 2019, Board meeting, the Board adopted a Resolution proposing two amendments to the Declaration . . . ." The let ter explain ed that "[t]he most5 A- 1563

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important of the two is an amendment to Section 15. 02 of the Declaration. The amendment establishes a procedure that Unit Owners must follow before filing a lawsuit against the [HOA]." The letter further i nformed the residents a vote on the amendments would take place during the "annu al Unit Owners meeting on February 18, 2020." The HOA also sent the residents a "Notice of Propo sed Amendments to the [HOA Declaration]" explaining the proposed chan ges to Section 15.02 as follows: The Amendment to Article 15.02 modifies the

procedure for Alternative Dispute Resolution and provides that a unit owner must follow the procedur e before filing a lawsuit against the [HOA]. It requ ires a unit owner to advise the [HOA] in writing of a disp ute. The Notice must state what it is that the Unit Owne r objects to and what it is that the Association shou ld be doing. The Unit owner will then meet with the Boar d, or members of the Board or a representative of the Board to discuss the problem and try to resolve the dispute. If the meeting between the Unit Owner and the Board does not resolve the dispute, then the disput e will be submitted to mediation. Mediation is a procedur e where an independent third party attempts to assist the parties to a dispute [to] come to a compromise. If the mediation is unsuccessful, the dispute will be refe rred to non- binding arbitration. Arbitration is a proceeding where the parties present their side of the dispute to an independent third party

– the "Arbitrator[.]" After6 A- 1563

- 21 hearing the facts and the arguments of the parties the Arbitrator issues a decision. Any party can reject the Arbitrator's legal decision and file a lawsuit. However, if the owner unit [sic] rejects the Arbitrator's decision and files s uit, he/she must obtain a judicial determination/judgmen t more favorable than the award by the Arbitrator. If the unit owner does not receive such a better award, th en the unit owner will be responsible to the [HOA] for all attorney's fees and costs incurred by the [HOA]

. On the other hand if the [HOA] rejects the arbitrator's aw ard, and does not get a better result th [a]n the arbitrator' s award, it will be responsible to the unit owner for attorney's fees, if the Court finds that the [HOA] acted in bad faith. During the HOA's annual meeting on February 18, 202 0, the amendment to Section 15.02 passed, with more than seventy-five p ercent of the residents who were "in good standing" voting in favor of it.
II. Defendants moved for partial summary judgment on co unts one, two, three, and five of the second amended complaint

. Thereafter, plaintiff filed a third amended complaint and cross-moved for partial summary judgment on counts one through five. 1 Plaintiff also moved to amend the complaint to ad d counts eleven, twelve, and thirteen.

1 The third amended complaint incorporated all ten co unts of the second amended complaint.7 A- 1563

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On March 24, 2020, the court issued an order and w ritten statement of reasons dismissing all of plaintiff's claims agains t the individual defendants, granting summary judgment to the HOA on counts one and three, denying plaintiff's motion for summary judgment, and granti ng plaintiff leave to amend the complaint "to add counts eleven, twelve, and th irteen." In its written decision, the court thoroughly considered the parti es' arguments and addressed each in turn. In count one, plaintiff alleged the Board was not properly constituted during certain periods of time and therefore any ac tions it took were invalid. The court granted defendants summary judgment, find ing there was no issue of fact and "the actions taken by the Board were infra vires due to a failure to follow formal procedural formalities, and those actions ca n be ratified after the fact." (italicization removed). The court concluded "the validly elected Board ratifie d all the previous actions of the Board." In additio n, the court found the Board was authorized to increase maintenance fees under t he HOA by-laws. Furthermore, the determination of monthly maintenan ce fees was "insulated from judicial review" under the business judgment r ule. Under count three, plaintiff alleged the Board fai led to comply with her request to produce all its books and records

. The court dismissed the count as8 A- 1563

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moot since plaintiff was provided all of the docume nts during discovery and a prior order held she was not entitled to review the unredacted proxy ballots. On April 24, 2020, the cou rt issued an amended order and written statement of reasons , granting defendants summary judgment on counts two and five.
III. Thereafter, plaintiff filed her fourth amended com plaint

. The ten counts set forth in the amended second and third complaint s remained the same. The new counts in plaintiff' s fourth amended complaint alleged that defendants retaliated against plaintiff and violated her rights by : violating N.J.S.A. 15A:5-
24 and Section 9.9 of the by-laws in restricting plaintiff's ability to inspect or review defendants' documents (count eleven , part one); 2 improperly amending the Declaration's Section 15.02 with flawed voting procedures (count eleven , part two); and depriv ing plaintiff of her rights under N.J.S.A. 2A:16- 52 in creating an arbitration policy (count twelve)

. Plaintiff sought declaratory relief establishing that the amendment to the Declaration was not a "'fair and efficient' means to resolve disputes" under PREDFDA (count thi rteen).

2 The fourth amended complaint named two counts as "c ount eleven," which we refer to as c ount eleven, part one and count eleven, part two.9 A- 1563

- 21 A. In late 2020 , the parties filed cross-motions for partial summa ry judgment regarding the fourth amended complaint. Plaintiff also moved for reconsideration of the March and April 2020 orders. On April 15, 2021, the court denied the reconsider ation motion, finding plaintiff did not present any "new or overriding ci rcumstances" to reconsider the rulings. The court granted defendants summary judg ment on counts one, four, six, seven, eleven , part one, twelve and thirteen of the fourth amended complaint. As to count one, the court found "[ d]efendants' decision to file a [c]ounterclaim [was] protected by the [b]usiness [j ]udgment [r]ule." 3 The court denied plaintiff's motion for reconsider ation on count three

. Therefore, the court did not address it again speci fically in the summary judgment written statement of reasons. In addressing count four, the court noted th at Section 9.5 of the by -laws permitted the Board "to keep money in a checking ac count for the necessary

3 Plaintiff did not address count two in her summar y judgment papers. She did not appeal the dismissal of that count.10 A- 1563

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discharge of its functions , which is a part of the reasonable reserves that may be used 'among other things.'" The court stated it ha d already determined there was no error in dismissing count five in its decision d enying the reconsideration motion

. Therefore, it did not address it again. In considering count six, the court found "the bro ad language of the Declaration and the [b]y[l]aws" permitted the Board to adopt a homeown er's manual that "regulat[ ed ] the exterior maintenance and usage of a [u] nit. " In count seven, plaintiff challenged defendants' rules and regulations , particularly regarding the maintenance of the exterior of a unit and the number of permitted pets. The court considered the factors articul at ed in Davidson Bros. v. D. Katz & Sons, Inc., 121 N.J. 196, 211- 12 (1990), regarding the reasonableness an d enforceability of restrictive covenants. The court concluded that the covenants in the Declaration to which plaintiff objected were not "unclear, arbitrary, capricious, illegal, unauthorized or otherwise unreaso nable as a matter of law." 4 As to count eleven, part one, the court found N.J. S.A. 15A:5-24(a) authorized defendants to adopt a policy regarding p laintiff's right to inspect the

4 Plaintiff does not present any arguments in her b rief regarding the grant of summary judgment to defendant on counts eight, nine, and ten. Therefore, any appeal of those issues has been waived. See Green Knight Cap ., LLC v. Calderon, 469 N.J. Super. 390, 396 (App. Div. 2021)

.11 A- 1563

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HOA's books and records within a specific timeframe. The court dismissed that

count. The court denied both parties summary judgment on c ount eleven , part
two , finding there was an issue of fact regarding the voting procedure on the amendment during the February 2020 annual meeting. Under count twelve, plaintiff sought a declaration that the amendment to the Declaration requiring the arbitration of claims prio r to the filing of a lawsuit was unenforceable. The court found the amendment w as substantively reasonable. The court stated:

The circumstances here do not suggest that the arbitration process is unreasonable. There is no question that arbitration is a favored means of res olving disputes in New Jersey; thus, the amendment requiri ng arbitration accomplishes a worthwhile purpose. It is limited in duration, given that trial can be sought following arbitration. It protects the parties wit h an interest in the land from time and expenses of leng thy litigation. Moreover, there is no evidence that th e arbitration requirement is imposed out of spite or malice. The court concluded, "B ecause the amendment is substantively valid, the fact that the arbitration amendment was not part of the original Declaration at the time of [p]laintiff's purchase is of no consequ ence." Summary judgment was granted to defendants on count twelve.12 A- 1563

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As to count thirteen, the court found plaintiff had not substantiated her allegations that defendants had "violated their dut y to provide a fair and efficient means to resolve disputes under PREDFDA." Summary judgment was granted on this count.
B.
In December 2021, the court conducted a bench trial o n the sole remaining issue

— count eleven, part two

— whether the Board improperly amended Declaration Section 15.02 through the use of proxy v otin g forms during the February 18, 2020 annual meeting

. Plaintiff relied on Section 5.8 of the by-laws which stated that proxy ballots should be received twenty-four hours prior to the meeting

. Because twelve proxy ballots were dated February 1 8, 2020, plaintiff contends they should not have been counted and the a mendment would not have passed. The court heard testimony from several witnesses. Plaintiff testified she received notice of the election, and that the notice inclu ded a proxy voting form but not an in-person ballot. Plaintiff said she attended the annual meeting and asked about the ballots. She was told to fill out the proxy ballot if she wanted to vote on the amendment. However, she decided not to submit a proxy ballot. She recalled seeing several people hand in proxy ba llots.13 A- 1563

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Plaintiff stated she could not remember whether sh e read the portion of the notice that delineated the purpose of the arbit ration amendment. She also said she did not inform any residents or the HOA th at she thought the proxy was "false, misleading and inaccurate." In fact, plain tiff testified she did not speak to any residents during the meeting, because she thought it would be inappropriate because of the pending litigation. P laintiff admitted she had spoken to residents at an earlier meeting in Novembe r 2019 when she addressed the HOA's contention that her litigation had increa sed the cost of the HOA's insurance policy premium. Melissa G reen e is the HOA's property manager. She testified she had worked with Ardsley West since 2016, and her duties included correspondence, inspections, processing violations, and billing col lections

. In short, she was

re sp onsible for the day- to -day management of the community. Greene testified that she attends the community meetings and recall ed being at the November 2019 meeting. She advised that one of the agenda items for that m eeting was th e notice of non-renewal of an insurance policy issu ed by the HOA's insurance
company. Greene also testified regarding the two notices

— one issued to residents on December 17, 2019, describing the issues discuss ed at the November meeting14 A- 1563

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and the second sent to residents in January 2020 to inform them of the "annual election meeting." In addition to the second notic e, Greene also sent the residents several documents prepared by the H OA 's at to rney, Gary Zangerle, which described the proposed amendments to the Decl aration. Greene testified she sent the additional set of notices and supporti ng attachments on February 11, 2020. She did not receive any questions from any resident s about the notices or documents. Greene was present at the February 18, 2020 annual meeting and for the amendment vote. She testified that she received proxy voting forms on the day of the election but could not remember how many. She and another community member counted the ballots, the amendment was passed, and she announced the results to the community. Greene conceded the February 18, 2020 meeting was "[ n]ot noticed . . . as a special meeting." Zangerle testified that he has served as counsel f or Ardsley West since 2018, and he was hired in part to ensure the HOA co mplied with the consent order that resolved plaintiff's first litigation ag ainst the HOA. He stated he attended the November 2019 HOA meeting, and in December 2019 and January
2020 he submitted three resolutions to Greene to reprodu ce for residents, including one describing an amendment to the Declaration which would require15 A- 1563

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mediation and non -binding arbitration of disputes before a resident could file a lawsuit against the HOA. Zangerle explained the Declaration already had prov isions for mediation, but the proposed amendment added the requirement of non- binding arbitration and fee-shifting provisions that applied to both re sidents and the HOA, should either choose to pursue litigation. Zangerle further testified that, by limiting litigation, the HOA might be able to reduce its ris ing insurance costs. Zangerle described the proxy ballot as "akin to an absentee ballot." He testified the HOA did not strictly follow the by -law requiring proxies to be submitted more than twenty-four hours before a meet ing because the HOA wanted "to encourage as many votes as" possible and, therefore, it accept ed proxies at the meeting. Zangerle noted the proxy did not contain the twenty

four- hour language. Because Ardsley West was a small commun ity , Zangerle said he was "not going to restrict [the residents'] vote in any way." Zangerle confirmed he had a brief discussion with plaintiff on the day of the election, during which he told her she could cross out the wo rd "proxy" on the voting form and it would be handled as a same-day ballot. On December 17, 2021, the court issued an oral dec ision finding plaintiff did not meet her burden to establish the election r egarding the Declaration16 A- 1563

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amendment was improper. Therefore, the court dismi ssed count eleven, part two of the fourth amended complaint with prejudice. The court found that plaintiff attended the Novembe r 2019 meeting during which the HOA raised the subject of amending the De claration's arbitration procedures. It also found there were subsequent communications from Greene on behalf of the Board in December 2019, and the Ja nuary and February 2020 notices expressly announced that alternative disput e resolution would be discussed at the February 18, 2020 annual meeting. Greene also provided a copy of the voting form. The court concluded that plaintiff had notice of th e annual meeting. The court found that on the day of the meeting and election, there were no traditional ballots available for the amendment ele ction, only proxy forms, and a review of the redacted forms reflected twelve of the proxy forms were filled out on the day of the election in violation of the HOA's by-laws, which restrict proxy designations within twenty-four hours of an e lection. However, plaintiff was informed at the meeting that a proxy filled out by a resident of the HOA during the meeting would be treated as a ballot. Although plaintiff declined to fill out the proxy form, the court found that plain tiff "in fact understood her rights and options," that some residents successful ly voted in person at that17 A- 1563

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meeting, and that plaintiff did not demonstrate any of the other residents were confused about the content or consequences of the v ote. The court concluded the proxy forms, overall communications, and "total ity of the circumstances" demonstrated that the topic of the amendment electi on was clear, and that the portion of the form where the residents voted was s ufficient to put them on notice that they were voting on an amendment to the arbitration provision. The court also found "[ p]laintiff, a sophisticated attorney," lacked credibility in stating " she was unable to understand the nature of the proxy o r . . . the purpose of the February 18 meeting." The court described plaintiff's testimony as "evasive, defensive and accusatory." Conversely, the court found Greene and Zangerle were persuasive, stating "their testimony had the ring of truth." The court found it significant that, when asked about the February 18, 2020, amendment election and the associated annual meeti ng, Greene acknowledged that proxies were collected but admitt ed a lack of recollection about the exact numbers. The court also noted Zang erle's admission of drafting mistakes, describing his explanation as "candid. " The court characterized plaintiff's arguments as " form over substance" and held that there was "[n]o evidence of any confusion . . . other than plaintiff's self[-]serving testimony. " The court found the HOA made "good faith efforts t o18 A- 1563

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provide notice in compliance with the by[-]laws." In addition, the court agreed with the previous ruling regarding the validity of the prox y forms submitted on the day of the annual meeting, stating "that nothin g in the by[-]laws would prevent votes in person by individuals at the meeting." The court conceded that the HOA election was not "the height of best practi ce," but there were no objections to the procedures , and therefore, the court found the "imperfections" did not invalidate the results of the election.
Th e court memorialized its decision in a February 8, 2022 order, dismiss ing count eleven, part two of the fourth amended compl aint with prejudice.
IV. On appeal, plaintiff challenges the dismissal of t he individual defendants and the dismissal of counts one, three, four, six, seven, eleven (both parts),

twe lve and thirteen of the fourth amended complaint. As stated, these counts were all dismissed on summary judgment or after tri al

. In addition, the court denied reconsideration of its summary judgment ruli ngs. Our review of a ruling on summary judgment is "de n ovo, applying the same legal standard as the trial court." Samolyk v . Berthe, 251 N.J. 73, 78 (2022)

. Thus, we "consider whether the competent evidentia l materials19 A- 1563

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presented, when viewed in the light most favorable to the non-moving party in consideration of the applicable evidentiary standar d, are sufficient to permit a rational factfinder to resolve the alleged disputed issue in favor of the nonmoving party." Brill v. Guardian Life Ins. Co. of Am., 142 N.J. 520, 523 (1995). "If there is no genuine issue of material fact, we must then 'decide whether the trial court correctly interpreted the law.'" D epoLink Ct. Reporting & Litig. Support Servs. v. Rochman, 430 N.J. Super. 325, 333 (App. Div. 2013) (quoting Massachi v. AHL Servs., Inc., 396 N.J. Super. 486, 494 (App. Div. 2007)). We review issues of law de novo and accord no deferenc e to the trial judge's conclusions on issues of law. Nicholas v. Mynster, 213 N.J. 463, 478 (2013). A motion for reconsideration is "an opportunity to seek to convince the court that either 1) it has expressed its decision based upon a palpably incorrect or irrational basis, or 2) it is obvious that the c ourt either did not consider, or failed to appreciate the significance of probative, competent evidence." Kornbleuth v. Westover , 241 N.J. 289, 301 (2020) (quoting Guido v. Duane Morris LLP, 202 N.J. 79, 87-88 (2010) (internal quo tation marks omitted) ). The moving party must "state with specificity the basis on which [the motion] is made" and supply "a statement of the matters or con trolling decisions that counsel believes the court has overlooked or as to which it has erred." R. 4:49:2.20 A- 1563

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We will not overturn a trial court's ruling on a mo tion for reconsideration absent "a clear abuse of discretion." Kornbleuth, 241 N.J. at 3 01 (quoting Hous. Auth. of Morristown v. Little, 135 N.J. 274, 283 (1994)). Rule 4:49

- 2 governs reconsideration of final orders. However, t he "denial of summary judgment is always interlocutory." Hart v. Cit y of Jersey City, 308 N.J. Super. 487, 498 (App. Div. 1998). Rule 4:42 -2(b) permits reconsideration of summary judgment decisions "at any time before t he entry of final judgment in the sound discretion of the court in the interes t of justice." Both Rules give the trial court similar discretion in the considera tion of the issues here. We begin with plaintiff's contentions regarding th e court's grant of summary judgment to the individual defendants who served as members of the Board. Plaintiff asserts the trial court erred in applying the business judgment rule because the individual Board members were acti ng "outside the scope of their powers" and "the business judgment rule only applies if . . . [d]efendants['] actions are authorized by law and the governing doc uments." Plaintiff further alleges the Board members breached their fiduciary duty to her.

"' "The business judgment rule bars judicial inquiry i nto the decisions of the board of directors made in good faith"' and wit hin '"the limits of the bylaws." '" Alloco v. Ocean Beach & Bay Club, 456 N.J. Super. 124, 140 (App.21 A- 1563

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Div. 2018) (quoting Reilly v. Riviera Towers Corp., 310 N.J. Super. 265, 270 n.4 (App. Div. 1998) (citation omitted)). Thus, ov erturning a homeowners association's board of directors' decision requires a plaintiff to show that such board acted in "bad faith," not just "[b]ad judgmen t." Ibid. (quoting Maul v. Kirkman, 270 N.J. Super. 596, 614 (App. Div. 1994)) . As we stated in Alloco, the members of a homeowners association board "are an elected group of residents tasked with maintaining, through enforcem ent and adaptation, a community scheme established by the founders." Id. at 141. Board members are not required to form an expertise in the discha rge of their duties and will be protected from individual liability "if they make t heir decision '"in good faith based on reasonable business knowledge."'" Ibid. ( quoting Seidman v. Clifton Sav. Bank, S.L.A., 205 N.J. 150, 175 (2011) (quotin g Green Party of N.J. v.
Hartz M oun tain Indus., Inc., 164 N.J. 127, 147 (2000))). When the court dismissed the individual defendants in March 2020, it relied on Maul. The court found there was no "evid ence of fraud, self-dealing, or unconscionable conduct," and therefore the indiv idual Board members were protected "from being questioned or second-guessed on [their] conduct" under th e business judgment rule. Maul, 270 N.J. Super. at 614.22 A- 1563

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In ruling on the reconsideration motion, the court found plaintiff had not presented any new evidence or information to warran t reversal of the prior ruling. We agree. Plaintiff's allegations do not factually demonstrat e the individual Board members were acting in bad faith or that the decisi ons made by the Board were outside the law. In reading the allegations in the light most favorable to plaintiff, she asserts the HOA targeted her in enforcing aesth etic standards and sought to implement a new arbitration provision in response t o her lawsuits against the HOA. That conduct is not unconscionable

. It is activity within the scope of the Board's province and protected under the business j udgment rule. Plaintiff has

not countered the "rebuttable presumption" that the ac tions of a Board are valid. Ibid. The court did not err in granting summary ju dgment to the individual defendants. In count three of the fourth amended complaint, pla intiff alleged defendants did not allow her to review documents, i ncluding the unredacted proxy ballots from the HOA amendment election. In dismissing the count, the court determined plaintiff was not entitled to the unredacted ballots.
N.J.A.C. 5:26 -8.9(h) governs the review of ballots in common int erest community elections. It states:23 A- 1563

- 21 The association shall verify the eligibility of the voters and count the ballots in a non-fraudulent and verif iable way. 1. Any depository for physical ballots shall be secured. 2. All ballot tallying shall occur publicly, and the ballots shall be open to inspection by any member of the association for a period of [ninety] days from the date of the election.

. . . . 3. All ballots shall be cast in an anonymous manner. 4. If the by[-]laws permit, and the association member consents, a ballot may be cast electronically if it is administered by a neutral third party and anonymity is maintained. In her appellate appendix, plaintiff included fifty comp leted proxy ballots submitted in the amendment election. The forms are titled "ARDSLEY WEST COMMUNITY ASSOCIATION, INC PROXY" and ha ve spaces for marking the unit owner's vote. At the bottom of the form, there are blank spaces f or the completion of "Unit," "Dated," and "Unit Owner Sign ature." Defendants redacted the entries listed for "Unit" and "Unit Ow ner Signature" prior to producing the proxy forms in discovery. If the for ms were not redacted, the vote of the unit owner would be disclosed.24 A- 1563

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Plaintiff contends she was entitled to review unred acted ballots under N.J.A.C. 5:26-8.9(h). She asserts the trial court erred in rel ying on N.J.A.C. 5:26 -8.9(h)(3) and a reading in pari materia of the ent ire regulation in de te rmining the residents' votes sh ould remain anonym ous. The interpretation of a regulation is governed by t he "classic standards" of statutory interpretation. Bedford v. Riello, 19 5 N.J. 210, 221 (2008). "Generally, under those standards, the intent of the drafte rs is to be found in the plain language of the enactment." Id. at 221- 22 (citing DiProspero v. Penn, 183 N.J. 477, 492 (2005)). "Statutes in pari materia a re to be construed together when helpful in resolving doubts or uncertainties a nd the ascertainment of legislative intent. " State v. Green, 62 N.J. 547, 554- 55 (1973). "Moreover , 'regulations within the same regulatory scheme shou ld, where feasible, be read as consistent with each other.'" Czar, Inc. v. Hea th, 398 N.J. Super. 133, 139 (App. Div. 2008), aff'd as modified, 198 N.J. 195 ( 2009). We see no reason to disturb the trial court's inter pretation of N.J.A.C. 5:26 -8.9(h) that preserving the anonymity of voting res idents is the most important of the competing values concerning electi ons in common interest communities. N.J.A.C. 5:26-8.9(h)(1) permits the use of a drop o ff box (a "depository for physical ballots") to collect votes in advance of an election date25 A- 1563

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but requires the physical security of the collections. N.J.A.C. 5:26-8.9(h)(3) states that "[a]ll ballots shall be cast in an anon ymous manner." N.J.A.C. 5:26- 8.9(h)(4) allows for electronic voting, but only in circumstances where "anonymity is maintained." Three of the four provi sions of N.J.A.C. 5:26-8.9(h) expressly or intrinsically address and require the anonymity of voters in these elections. Nevertheless, plaintiff asserts that under N.J.A.C . 5:26-8.9(h)(2), she is entitled to review the unredacted forms executed by proxies and cast as ballots in the election. We disagree. A reading of the regulatory scheme as a whole indicates that all materials prepared for a common interest community election

— and the results of that election

— should be available for review by residents of that community

. Here, a copy of the ballot, in the form of a sample proxy voting form, was available to plaintiff a mon th prior to the annual meeting. However, no reading of the regulation leads to the conc lusio n that a resident is entitled to review the ultimate votes o f their fellow common interest community residents. To draw such a conclusion wou ld eviscerate the remaining provisions of the regulation.26 A- 1563

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The court interpreted N.J.A.C. 5:26-8.9(h) correct ly. The HOA provided plaintiff with the sample proxy voting form in advance of the electio n and produced the minimally redacted ballots from the el ection during discovery. This comports with N.J.A.C. 5:26-8.9(h)(2). Plaint iff was permitted to inspect the actual proxy ballots, only nominally redacted to protect the voter's anonymity. The trial court did not err in granting defendants summary judgment on count three. Under count four, plaintiff alleged the individual Board members breached their fiduciary duty in using the communit y's capital reserves to pay the HOA's attorney's fees incurred in litigation. Plaintiff contends the reserve fund under Section 9.5 of the by-laws was solely fo r capital improvements. The court granted the individual defendants summary jud gment on this count, noting there was no "express language" in the by -laws prohibiting the use of capital reserves to fund litigation. In addition, the court noted

the [b]y-[l]aws address common expenses and also set forth language specifically addressing capital assessments and improvements. There is no question that funding litigation is a non-capital expense, thereb y falling under the common expense language of the provision. As set forth in this common expense language, non-capital improvements do not have the same restrictions as the pre-designated capital res erves.27 A- 1563

- 21 The [b]y-[l]aws specifically allow the Board to keep money in a checking account for the necessary discharge of its functions, which is a part of the reasonable reserves that may be used "among other things. " For the reasons stated by the trial court as well a s our prior determination that the business judgment rule protected the individual Board members from liability, we are satisfied there was no error in g ranting defendants summary judgment on count four. We turn to count six in which plaintiff sought dec laratory judgment stating that the HOA's promulgation of a handbook with rule s and regulations was invalid. Plaintiff asserts "[ t]he Declaration does not give . . . [d]efendants t he authority to determine the 'responsibilities of the residents.'" In addition, she contends certain handbook provisions are ultra vire s, specifically those related

to the installation of antennas and satellite dishes and the leasing of units. The court noted that under "the [b]y-[l]aws, the [ HOA] is permitted to 'establish rules and regulations governing the Prop erty and the Use of the Community Facilities' and the Board . . . is permit ted to 'do anything and everything necessary for the sound management of Ar dsley West. '" Under § 5.01 of the Declaration, all unit owners and res id ents were subject to t he Declaration, the by-laws and any rules and regulati ons promulgated by the28 A- 1563

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Board. In addition, "[o]wnership . . . or occupanc y of any Units in th e property shall be conclusively deemed to mean that said [o]w ner , . . . or occupant has accepted and ratified th [e] Declaration, the [b]y-[l]aws, and the rules and regulations of the [HOA] and will comply with them. " The trial court concluded "it is apparent that ado pting a Homeowner's Manual regulating the exterior maintenance and usag e of a Unit is well within

t he Board['s] . . . and [HOA 's ] rights." We agree. The Declaration ex pressly granted the HOA and the Board authority to make reg ulations regarding the exterior presentation of homes in the community. S ummary judgment was properly granted on count six. Under count seven, plaintiff sought declaratory relief t hat the Declaration and the HOA rules and regulations were ambiguous

. In addition, she contended the HOA rules and regulations were unenforceable re strictive covenants. As examples, plainti ff

cited the regulations requiring the unit be kept "in a safe, clean and sanitary manner and condition ," prohibiting the installation of satellite dishes, an d restricting the types and number of allowable pet s. The trial court considered the restrictive covenants under the eight factors enumerated in Davidson Bros., 121 N.J. at 211 -12, and applied in Committee29 A- 1563

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for a Better Twin Rivers v. Twin Rivers Homeowners' Ass'n., 192 N.J. 344, 370- 71 (2007), and found the language was not vague or arbitr ar y. We agree. First, plaintiff has not demonstrated the regulatio ns caused her any damage. Ther ef

ore, her complaints remain speculative

. In addition, the covenants were clearly expressed, record ed , reasonable as applicable only to the residents' homes, there was no restraint on trade, and there were no changed circumstances that made them unreasonable. See Twin Ri vers, 192 N.J. at 370-
71 . The court properly granted summary judgment on c ount seven. We consider next the court's summary judgment ruli ng on count eleven , part one. In that count, plaintiff alleged defenda nts lacked the authority to adopt

a policy regarding the inspection o f HOA records that conflicted with Section 9.9 of the by-laws and N.J.S.A. 15A:5 -24. This policy was adopted by resolution during the November 2019 meeting. After plaintiff objected to the new policy, the Board amended the provisions of the policy that were "objectionable" to plaintiff. That amended policy resolution became effective February 18, 2020.
A reading of the February 2020 policy reflects it doe s not conf li ct with the HOA by-laws or the statutory law regarding the abi lity of a person to review the corporate documents. Count eleven, part one wa s properly dismissed.30 A- 1563

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Count eleven, part two was the subject of the benc h trial. As stated above, th e tria l court concluded the amendment election in February 2020 was properly conducted

. Our review of the court's well-reasoned oral decis ion presents no reason for this court to disturb the judgment. We turn to a consideration of the grant of summary judgment on counts twelve and thirteen, in which plaintiff alleges the modified arbitration provision was an unconscionable contract of adhesion and no ncompliant with PREDFDA. The trial court found the reasonableness rule appli ed and the amendment was reasonable and valid. "[A]mendments passed by the membership rather than the Board" are evaluated under the "reasonableness rule, because t he 'analytical framework which provides the justification for the business j udgment rule is absent.'" Cape May Harbor Vill. & Yacht Club Ass'n v. Sbraga, 421 N.J. Super. 56, 65 n.5 (App. Div. 2011) (quoting Mulligan v. Panther Valle y Prop. Owners Ass'n, 337 N.J. Super. 293, 303 (App. Div. 2001) (citation omitted) ). To determine reasonableness, a court weighs factors such as: th e extent of any restraints on alienation; whether restrictions are borne equally among the residents; the nature of restrictions on the use of a resident's home or common areas; the fairness of dispute procedures and Board elections; and issues of notice inherent to every31 A- 1563

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community controlled by a restrictive covenant or o ther similar instrument. See Mulligan, 337 N.J. Super. at 3 10 -11 (finding an amendment that allowed the homeowners association to collect attorney's fees f rom an unsuccessful litigant

or unit -owner in a dispute with the association was reason able because the community wa s "compelled to shoulder higher legal expenses [due to] the intransigence of a small number" ). The amendment of the arbitration provision was app roved by the residents. As to the PREDFDA argument, the statuto ry language belies plaintiff's unsupported assertion. Under PREDFDA, one of the powers and duties of a h omeowners association is to "provide a fair and efficient pro cedure for the resolution of disputes between individual unit owners and the ass ociation, and between unit owners, which shall be readily available as an alte rnative to litigation." N.J.S.A. 45:22A -44(c). "It is well-settled that New Jersey's stro ng public policy favors settlement of disputes through arbitration." Minko witz v. Israeli, 433 N.J. Super. 111, 131 (App. Div. 2013) (citing Hojnowski v. Vans Skate Park, 187 N.J. 323, 34 3 (2006)). The trial court correctly determined that the arbi tration provision was reasonable. The Board's goal in requir ing arbitration and permitting fee shifting32 A- 1563

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was to avoid the expense of litigation pursued in t he Superior Court

. The amended provision applied equally to all residents of the community including the Board members and represented a rational respon se to increasing insurance costs. The grant of summary judgment on counts twe lve and thirteen was supported by the evidence in the record and applica ble principles of law. Affirmed.