Board also on Committees - Legal?

Haley,

Board members are certainly allowed to serve on committees. There are certain issues that need to be addressed:

If there is a majority of the Board serving on a committee, the Committee meetings then become board meetings by definition. This is because most HOA laws define that a meeting of the board is when a majority of the board gets together and discusses association business.

There is the additional issue of perception of fairness. If there is a large number of Board members on a committee, the only perceived appeal of a committee's decision would be through the courts rather than to the Board.

IF board members are going to serve on a committee - it's usually best to limit the numbers to only one Director serving on any committee. This prevents the legality of "is it a committee meeting or a board meeting" and minimizes the perception of not getting a fair appeal to a committee's decision.

You might try raising those concerns to the board.

My personal opinion is that none should serve on the committee.

Hope this helps,

Tim

To provide more perspective. We have 17 townhome units owned by 16 members. The Board is 3 people and 3-4 additional members are on the committee (one may resign.) So the Board will make up 3 of 6-7 of the Architectural committee members.
My opinion is the Board wants to direct the decisions of the ARC committee and therefore continue to have major control of all activity. What is your opinion of the total board being on the committee? Thanks so much for your responses.

what are the implications of the meeting being a Board meeting rather than a committee meeting?

Count your blessings for having that much participation.

We have 130 town homes with 4 serving on the Architectural Committee and 4 serving on the Board. We are still short 1 on the board.

Haley, in Calif. directors may but are not required to serve on committees. Our 3-member ARC has no directors on it. We do have a Board Liaison assigned to it to make sure the Committee follows our governing docs. The liaison has no vote. In our HOA, the ARC has the authority to approve architectural changes. We board members do not get involved unless the project is really complicated or an Owner appeals the ARC's decision.

Our committee system is the pipeline to serving on the board as such service provides some background & experience for board service. For that reason alone, I wouldn't want our board tampering with the ARC, micromanaging it, etc. Why does your Board want to intrude on your ARC? Are you a member of the committee?

If a majority of directors serve on the ARC (or any committee) in VA, as Tim points out, and in CA too, the ARC meetings would be required by state law to be open to all homeowners. So you need to learn about the open meeting laws in IL.

Our Finance Comm., for example has 5 members, 3 directors are on it and the prez often attends as an ex officio member of the committee. We are a board of 7, so with 4 present at the FC mtngs., those meetings are posted in our mail rooms 4 days ahead of time and all Owners are invited. Do any ever show up? No.

Sharon,

The Architectural committee should also have meeting minutes.
The committee should make a report (written is best) to the Board at their meetings.
This report then becomes part of the Board meeting minutes.

We like to keep the committee and board separate so their is an appeal process available for the members. The board still has input to the approval process through the guidelines they adopt.

If there are no volunteers to serve on the committee, then the board does perform those duties.

Tim

In Georgia, the state laws say nothing about the right to appeal. Our governing documents say the ARC is the "sole arbiter" of applications for external modification. Our attorney tells us that because of this decisions of the ARC are final and cannot be appealed (although a homeowner can file suit over anything they choose).

That is why in our situation it is important that at least one board member is also on the ARC.

If we ever modify our Covenants, one of the things we will add is the right of homeowners to appeal decisions of the ARC to the Board.

My HOA's Declaration states similar: 'The Architectural Review Board shall be the sole arbiter of any application for any architectural modification.' The Declaration adds in another paragraph that, 'the ARB shall have exclusive jurisdiction over all construction.' Recently my HOA's ARB approved an application for a flooring modification. The covenants explicitly say this modification is allowed as long as the member has the HOA's consent. The same day, the Board sent a letter saying it was revoking the ARB's approval. The Board said it had the right to do so, because the Board appoints the members of the ARB.

Do people here agree with LawrenceC1's attorney that these "sole arbiter" and "exclusive jurisdiction" phrases mean the Board cannot overrule the ARB?

The Board gave no reason for saying it was revoking the approval. Later I will tackle the legality of not giving a reason. For now, I would appreciate reading people's thoughts on the "sole arbiter" phrase and its meaning. Thank you. (I am not the applicant here. I am helping a neighbor.)

I know in Nevada our BOD is the ARC committee... The MC has a list of guidelines that typical homeowners run into, like sheds, gazebos and pergolas.. structures
outside the typical everyday real go to the BOD ARC for consideration..

I am now running up against this very issue in my Property Owner's Association (POA). I am on the BOD and filling the role as Chairman of the ACC. I was previously the Chairman of the ACC prior to it becoming a board position. Our board has five members who fill the positions of President, VP, Secretary, Treasurer, and ACC Chairman. We're a new community and there have been some changes to the structure of the board and the officers positions. Initially our board had three members who were elected, then the board members would appoint the officers (sometimes filling those positions with board members) and the ACC was completely separate with it's own Chairman who would guide the ACC and report back to the board.

Our ACC authority and duties are outlined in the restrictive covenants. The board appoints lot owners to the committee. However, in order to remove a member it has to be a unanimous vote by the board. The covenants further state that in order to dissolve or change the ACC it will take an affirmative vote of 90% of the lot owners. We have 47 lots. The covenants specifically state that the ACC is the deciding entity on all submissions and binding on all parties. This tells me that the BOD has no say in the ACC's decision. There are no provisions for appealing the ACC's decision. We have a lot owner who submitted a request to the ACC to build two structures on his property (pool cabana for a previously approved inground pool and a 32x20 shed/garage). The ACC approved the project by majority vote (2 to 1) and submitted it to the BOD. For some reason now the President is not in agreement with the approval and wants to meet with the property owner to go over the project. The covenants state that the ACC limited to "Approval shall be limited to outward appearance only and shall not include any responsibility or authority to review for structural soundness, interior design, compliance with building or zoning codes or standard, or any other similar or dissimilar factors." So, I am telling him his actions are not in conformance with the covenants as written and his actions could be litigated. I just don't want this to turn into a big legal issue if the BOD is acting outside of the covenants. he seems to think the ACC should not be allowed to rule over the BOD and the BOD should have final approval/disapproval of the project. I disagree, I think the board needs to stay out of it and if they do not like how the ACC is working to re-write the covenants and get the 90% of lot owners to approve them as required in the covenants.

I appreciate anyone's perspective on this. I am also going to bounce this off an attorney friend.

Tom

You have a better chance of replies if you start a new thread, Tom.