Committee member requirments

Started by BethJ2 • 4 replies • 2190 views

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BethJ2 (California)
Posts: 62

Posted:

I'm located in California and I know we are bound not only by our bylaws, but also by corporation code. Regarding the formation of committees, our bylaws state...

Section 1 - Powers. In addition to the powers and duties of the Board as set forth in the Declaration, the Articles, or elsewhere in these Bylaws, and subject to limitations of the Articles, the Declaration, or these Bylaws, and of the California Corporations Code as to action to be authorized or approved by the Members, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Association shall be controlled by the Board. Without prejudice to such general powers but subject to the same limitations, the Board is vested with and shall have the following powers; to wit:

(e) By resolution, create one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board and to have, to the extent provided in the resolution, all the authority of the Board except that such committee or committees may not have the powers which are made nondelegable by Section 7212 of the California Corporations Code.

So, does anyone know if this means that every committee must have at least two board of directors as members, or do you think this means that there needs to be at least two people on each committee, who would be called a director?

It seems it could go either way. Any input would be much appreciated.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Beth,

Based on what you provided, I would be of the opinion that each committee would require two or more directors. Even though CA law does not require this, since your governing documents do, there should be two directors on each committee.

CarolR11 (Colorado)
Posts: 2,563

Posted:

Along with Tim, I'd say that each Committee is required to have at least two members of the Board of Directors on it.

I'd also say that this is burdensome and it might be difficult to get two directors for each Committee.

We have 5 committees and some have no directors on them, but those each do have a Board Liaison.

By the way, if you have a 3-member board it would mean that every Committee meeting would need to be publicized with a 4-day notice & agenda to homeowners just as if it were a board meeting per the Ciivil Code's Open Meeting Act.

BethJ2 (California)
Posts: 62

Posted:

I have found Corporate Law the reads exactly the same way, but on the Davis-Sterling website I've found references to boards that have no directors, which is why I'm wondering if I'm interpreting this correctly. I guess I really need to bring the up with a HOA attorney.

Corp. Code §7212

7212. (a) The board may, by resolution adopted by a majority of the number of directors then in office, provided that a quorum is present, create one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. Appointments to such committees shall be by a majority vote of the directors then in office, unless the articles or bylaws require a majority vote of the number of directors authorized in or pursuant to the articles or bylaws. The bylaws may authorize one or more such committees, each consisting of two or more directors, and may provide that a specified officer or officers who are also directors of the corporation shall be a member or members of such committee or committees. The board may appoint one or more directors as alternate members of such committee, who may replace any absent member at any meeting of the committee. Such committee, to the extent provided in the resolution of the board or in the bylaws, shall have all the authority of the board, except with respect to:

(1) The approval of any action for which this part also requires approval of the members (Section 5034) or approval of a majority of all members (Section 5033), regardless of whether the corporation has members.
(2) The filling of vacancies on the board or in any committee which has the authority of the board.
(3) The fixing of compensation of the directors for serving on the board or on any committee.
(4) The amendment or repeal of bylaws or the adoption of new bylaws.
(5) The amendment or repeal of any resolution of the board which by its express terms is not so amendable or repealable.
(6) The appointment of committees of the board or the members thereof.
(7) The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected.
(8) With respect to any assets held in charitable trust, the approval of any self-dealing transaction except as provided in paragraph (3) of subdivision (d) of Section 5233.

(b) A committee exercising the authority of the board shall not include as members persons who are not directors. However, the board may create other committees that do not exercise the authority of the board and these other committees may include persons who are not directors.

(c) Unless the bylaws otherwise provide, the board may delegate to any committee, appointed pursuant to paragraph (4) of subdivision (c) of Section 7151 or otherwise, powers as authorized by Section 7210, but may not delegate the powers set forth in paragraphs (1) to (8), inclusive, of subdivision (a).

TimB4 (Tennessee)
Posts: 21,059

Posted:

Beth,

Laws are sometimes written to try and cover all possible situations. Davis-Stirling might reference board that have no directors but your board does have directors. Therefore, those references wouldn't apply.

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