Architectural Committee has vacant seats. Is it still a committee?

All,

A unique difference of opinions concerning our Architectural Committee has risen in our Association that I would appreciate your opinions on.

Background: Had a committee of four. Two resigned. Two are willing to continue serving.

Language in CC&Rs:

The Board of Directors of the Association shall appoint an Architectural Control Committee composed of three (3) or more representatives. The Architectural Control Committee is to assure that the property shall always be maintained in a manner: (i) providing for visual harmony and soundness of repair; (ii) avoiding activities deleterious to the aesthetic or property values of the Property; and (iii) promoting the general welfare and safety of the owners, such owners’ tenants and such owners’ (or tenants’) households or companies, guests, employees, customers, agents and invitees. The Architectural control Committee is responsible for approving or disapproving proposed design changes submitted by the Homeowners. In the event said Board, or its designated committee, fails to approve or disapprove such design and location within thirty (30) days after said plans and specifications have been submitted with written notification of receipt by the Architectural Control Committee, approval will not be required and this Article will be deemed to have been fully complied with.

Language in Bylaws:

The Board of Directors shall appoint an Architectural Control Committee, as provided in the Declaration, and a Nominating Committee, as provided in these Bylaws. In addition, the President shall appoint other ad hoc committees as deemed appropriate in carrying out it’s purpose.

Language in Policy Resolution: [resolution deals with covenant enforcement]

No Architectural Control Committee. If the Board of Directors has not appointed an
Architectural Control Committee then the Board shall perform the duties of the Architectural Control Committee in accordance with the procedures set forth herein.

Opinion/Option 1: Two ACC members resigned citing other commitments. That leaves two. I believe that the Declaration requires a three person committee. That means the Board will take over ACC issues unless an additional member comes forward. Without the minimum number of members required, the ACC does not really exist. We don't need to do anything now but if we should get a design review, I suggest that we get someone who may be willing to be a member in name only.

Opinion/Option 2: As we all know, a quorum of the committee must be present at any meeting in order to conduct business. A quorum, unless otherwise stated, is a majority of the fixed number or majority of those serving (whichever is greater). Since our fixed number is three, a quorum at an ACC meeting would now be 2 (when four individuals were serving, it was three). Therefore, since the ACC does exist (as there are 2 members still serving) and a committee quorum can be achieved (if both attend the meeting), the current members can continue to conduct committee business.Now, like you, I hope we gain volunteers to serve. However, as long as there are two committee members, then the Board does not need to assume those duties.

Question 1 - Do you see other options?
Question 2 - Which option would you more likely support?
Question 3 - Are there issues with either option?

Well, since your CC&Rs require three, it does seem you no longer have a committee.

Your option 1, Tim, seems the easiest. Perhaps a director would be willing to serve in name only or even as an interim committee member. I would support it.

Maybe someone else in your HOA would be willing to serve in a Board-appointed interim capacity until you find a new members.

As you point out, even if a meting is needed, your current two would make a quorum.

I thank everyone who replied.

We will go with Opinion/Option 1 (not sure if we will assign a ghost member to the committee or not but at least the issue of needing the minimum seats filled for a committee to exist has been resolved)

Tim