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June 17, 2006
Can the President Handpick Committees?
Several visitors of the guru site are frustrated about committee service. The following are combined questions asked by readers: "Can one board member single-handedly pick members to form a commitee?...I finally got the Board to appoint a ________ committee. Then another board member said the president asked her to ask me if I wanted to be on this committee. I agreed but wondered why the secrecy surrounding this-usually the board announces a committee is forming and all interested members may respond. ... I was invited by one board member to serve on one committee and then "uninvited" by another who used the excuse that I am so busy with another committee I am on, that I should stick to that committee. Then the board member picked 2 board members to be on the _______________ committee and 3 other committees as well. Is this legal?? ... Can one member hand pick a committee? ... Can a board member serve as Chair of another committee? ... Can a board member prevent a homeowner from joining a committee?"
Sounds like a lot of baloney and politics goes on to me. A properly seated committee is usually one appointed by the Board. Many Bylaws and California Corporations laws provide that the Board may appoint committees. However, in the real world, associations do all kinds of things (as the questions illustrate) and documents may say other things about how committees are appointed or established. The Board might delegate the power to one board member, or the President might be able to appoint committees, depending on what the documents allow or prohibit. The "right" way to to appoint committees depends on the existence of authority on appointing committees in the governing documents, or any resolutions duly adopted bhy the Board, and and the written provisions say specifically.
In some cases, there are not enough willing volunteers to seat full committees so the Board might serve as the committee or some of the board members might serve. Some associations make sure that each committee has a chaiperson that is a board member. Some HOA boards want completely independent committees and do not allow board members on them. In California, one thing an association has to be aware of is that if a majority of board members is present at a committee meeting and is discussing association business (which is likely), it may run afoul of the open meeting laws which require notice to owners in HOAs of board meetings. Meetings are defined as times when a majority or more of the Board meets to discuss business before the Association (paraphrased). There are exceptions for emergency meetings and executive sessions. The law is found at Civil Code Section 1363.05. And after January 1, 2007, HOA committees that have decision making authority may have to begin keeping minutes as these are one of the items subject to inspection and copying by members, due to AB 1098, a bill relating to records inspection that becomes operative on July 1, 2007.
Posted by Beth Grimm at June 17, 2006 10:36 PM