spouse of property owner

In my association the Articles of Inc. and By-laws define members of the not for profit corporation and association:
"any person or entity who is a record owner of any fee or undivided fee interest in any lot shall be entitled to membership (AC)."member" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot.(BL)

The by-Laws define qualification for the Board of Directors and appointment to committees: Each director shall be a member of the Club. The Board of Directors shall, by
appointment from among the Club members, annually designate chairmen of the following standing
committees:

What, if any, rights does a non-owner spouse have regarding committee and board positions?
What about participating in membership or board meetings?

Thank you

ditto

perfect explanation/answer

The spouse may, according to what was posted, be appointed to a committee, but not as its chairman.

Thank you all. The association is a not for profit corp. declaring its-self as a recreational and social club. The articles refer to the association as "the club"

If an non owner spouse has no voting rights I don't see how they can serve on a committee. The only delegation of rights an owner has is to delegate his resident family members who live with him to the use of the common property of the association.
We must use Roberts Rules at ALL association meetings. Hence the voting..

The issue here is that the board has appointed a non owner to a committee. Which I believe they chair. Someone on the board has asked this person to run for a seat on the board in April......

Your answers seem to be consistent with our documents. Thanks

Is there something specific in your documents that state a non owner CAN"T serve on a committee. Not sure what voting has to do with it.

According to your docs, the spouse could not be a chairman, but there is nothing that says that serve on the committee.

We have always allowed non-owner spouses to attend Board meetings. If you were to disallow them it would be at the Annual Meeting, which, by definition, is a member meeting.

I am not in favor of limiting board/committee membership to owners. Most HOA's need all the help they can get and it is not always in their best interest to limit those positions to those who were foolish enough to buy into the development. If a person is truly unfit the members will have the final say with their votes.

Karen,

As a recreational and social club, are you required to follow the VA Property Owners Association Act(VPOAA)?

I'm simply trying to verify that the Association you are in is an HOA and does not fall under a different category.

For Board Meetings - only the Directors get a vote.

For Committee Meetings - only Committee members get a vote. Since your documents allow a non-member may be appointed to serve on a committee (they simply may not be the chair), as a committee member, they get a vote.

For General Membership Meetings - only members or their appointed proxy may vote. There is no requirement that the proxy representative be a member - hence a non-member may vote as a proxy for someone else.

In reality, most Assocaitions don't take the time to check who is or who isn't on the deed unless someone brings it to their attention.


You are correct that Directors and Committees must comply with the governing documents as written and not exceed their authority.

However, to be honest - where a document isn't clear, the Board is free to interpret that section as they desire and act upon that interpretation until the interpretation is challenged. Once challenged, either the two sides work out a compromise (usually the Association will seek a legal opinion from their attorney) or one side (usually the challenger) takes the issue into the courts for a ruling if the interpretation is correct. The other options are that the challenger gathers support and elects individuals to serve who will interpret that section the way the challenger things it should be interpreted or both sides simply grumble about the issue and nothing is resolved.

What I learned in reading court opinions and various articles about specific cases was that the expression Expressio unius est exclusio alterius , a Latin phrase that means express mention of one thing excludes all others. The court ruled in Sarnir R. Farran, et al. v. Olde Belhaven Towne Owners Association that since the CC&Rs specifically mentioned an enforcement method that the omission of other enforcement methods (i.e. monetary penalties) shows an intent to exclude. Per that court opinion [emphasis added]:

Although Va. Code § 55-513(B) does grant property owners associations authority to impose fines in certain circumstances, that authority is limited to situations where an association's declaration expressly allows it to impose fines or its declaration expressly allows it to adopt rules or regulations which impose fines. Neither situation applies here. In this case, the omission of a provision allowing Belhaven to impose fines as a method of enforcement shows an intent to exclude. Article XIII, § 3 of the Declaration provides the only methods of enforcement: a proceeding at law or in equity. Nothing in Va. Code § 55-513(B) gives Belhaven authority to exceed the power granted to it in its governing documents. As a result, the Court concludes that the Farrans have sufficiently pled that Belhaven's enactment of the Penalties Resolution was ultra vires. The demurrer is overruled as to the Penalties Resolution.

However, as I wrote earlier(and to be honest about it), until challenged a board is free to interpret the documents as they desire. Once challenged, if the Board doesn't agree with the challenge it's up to the challenger to take things to the next step. Since it's the memberships responsibility to hold a Board accountable, if the members are apathetic, then it's unlikely a Board decision will be challenged.

I sure don't want to prolong this subject longer than necessary. I will respond for informational purposes.
The Articles state in brief: Voting Rights. Class A members shall be all owners entitled to one vote per lot owned.

55-510.1 of the POA Act combines board and committees together in its direction and trumps our documents where they are silent. While it does not say who can be on a committee, it does mention members and no where mentions non members.

I know things can be unclear and debatable, which is why I tend to focus on what is stated and try to come to a conclusion based on all the documents including Roberts R, which identifies committees as an extension of the board.

Again I am grateful for different view points to consider.

I think, Karen, that NpS clarifies this.

In addition, your state's corporations codes (assuming you're incorporated) takes precedence over Robert's Rules. I've learned on this forum that most states' corporations codes say that committees serve at the pleasure of the board. The committee members and committee chair are approved by the Board; the Board approves Committee formation and can vote to disband them. The board and its committees are separate entities with the former having power over the latter.

And as Tim stated way above, membership on a committee does not give that member any right to vote at Board meetings UNLESS the committee c member is a director too, which isn't unusual.

I do think there's language issue here, but I'm not sure what it is.

HOA docs often are silent on many topics, e.g., qualifications for directors and for committee members. In those case, Boards often will revise the HOA's bylaws to add qwuilifcations, for example, co-owners may not simultaneuosly serve on the Board.

I think, Karen, that NpS clarifies this.

In addition, your state's corporations codes (assuming you're incorporated) takes precedence over Robert's Rules. I've learned on this forum that most states' corporations codes say that committees serve at the pleasure of the board. The committee members and committee chair are approved by the Board; the Board approves Committee formation and can vote to disband them. The board and its committees are separate entities with the former having power over the latter.

And as Tim stated way above, membership on a committee does not give that member any right to vote at Board meetings UNLESS the committee c member is a director too, which isn't unusual.

I do think there's language issue here, but I'm not sure what it is.

HOA docs often are silent on many topics, e.g., qualifications for directors and for committee members. In those case, Boards often will revise the HOA's bylaws to add qualifcations, for example, co-owners may not simultaneously serve on the Board.

Sorry for the triple post!

I should haver added that t ad qualifications for directors, which often means revising bylaws, takes a vote of the Owners. But in some HOAs, board can do it without Owners' votes.