Architectural committee in conflict with governing docs

The original governing documents in our Florida community, written about 20 years, specifically notes that an Architectural Review Committee "shall have five members."

No one is sure exactly when this happened, but eight or 10 or 12 years ago, the HOA board of directors permitted seven members to be on the committee, and a year or two after that the board expanded the committee again, to nine. Evidently, no one ever realized the bylaws and C&Rs explicitly provided the exact number that should be on the committee.

My question pertains to all the decisions made over the last eight or 10 years by a committee that was larger than our governing documents permitted? Are they enforceable or do we need to begin the arduous process of redoing all of them?

Thanks.

What is the difference between "Must have 5 Members" and "Must CONTAIN atleast 5 members"? There is atleast 5 members on the board even if there is 9. Plus most HOA's the Board overrides the ACC in the end. The ACC is just a committee.

It is always a good idea to update your documents every 5 to 7 years if possible. I would start looking into what it takes to update.

Typically the Committee makes recommendations and the Board renders the decision. Assuming your Board (a Board that existed appropriately & officially IAW your docs) was making the ultimate decision, then the number of people on the Committee isn't of any significant importance IMO.

I assume the intent of your docs is that the committee would have a minimum of 5 members to ensure adequate review/opinion/interpretation. So if there are fewer members, it might be an issue, but if more members, then not an issue.

Of course Florida is all jacked up, so things may be different down there and your Committee may have been the decision-maker; however, I think the intent stated above is still accurate. But legal experts could debate it I'm sure.

The ACC process, besides just the number of members, should be outlined in the documents. In our documents, our ACC is actually the ARB, and it's a board that renders it's own decisions. The board can overrule but rarely does. They do serve at the pleasure of the board of directors, but they are an independent board and not just a committee. My point is that you should be able to see if the ACC decisions are stand alone.

It's also true that there is a five year limitation on going back and nullifying a decision or implementing a decision in Florida. If someone had a patio installed illegally more than five years ago, you can't now go back and say take it out. It's past the decision date.

Why does it matter how many people were on the board? The only reason that may be a technicality is if someone got a decision they didn't like and sues the HOA, then invokes the fact that the ACC met illegally with too many people. Even then it would be interesting to see if a judge would invalidate the decision.

Otherwise, I would say just move on. Correct the mistake and work from there with the correct number of people.