When are resolutions legally required?

Our board never makes resolutions - ever. Yet I have read they are necessary at times. When would they be legally required (California)? Sorry if dumb question. Thank you.

I mean board resolutions that establish the basis for taking action.

Terri

I know better then to imply what I say means anything in CA, but here goes. Rules and Regulations (R&Rs) are made solely by the BOD to add to and or clarify things but they cannot contradict nor override and Covenant nor Bylaw. Another or the same BOD could also change/delete the R&R. As as example, there could be a rule made limiting pool hours but they could not make a rule closing the pool down for good.

Many BOD's get in trouble by trying to make R&R's that override say a Covenant. One hot area is concerning limiting/banning rentals when they cannot.

Consider R&R's to be temporary at best as they can be changed simply by a vote of the BOD alone.

I think it's a good question, Terri. When I first joined the Board long ago, it did make "resolutions" fairly often at the advice of our then PM, who had come to our MC from New York. I soon learned the there is NO requirement in CA to call approved motions "resolutions" and write the fancy language of "Whereas" over and over and close with the formal language of (if I recall correctly) "...the Board nearby resolves...." or some such.

So "resolutions" simply are approved motions. I do think it's a pretty good Idea to word an approved motion as a resolution if the Board wants to make sure the rationale for their decision is in it and in the meeting minutes.

Another topic I'm happy to see. Since our homeowners took over the board the PMC and attorney have had the Board write "Resolutions" with all of the "wherdas" clauses that seem unnecessary. Every one that has been made seemed to me could have been a simple motion made and passed at a meeting.

I will be interested to see the feedback here.

By the way, this forum is on London time. 😊

HOA statute sections requiring a board or owners' resolution:

From Florida's S 720 (FS 718 says the same or nearly so):
...
"This section applies to an association that provides for and authorizes an online voting system pursuant to this section by a board resolution. The board resolution must provide that members receive notice of the opportunity to vote through an online voting system, must establish reasonable procedures and deadlines for members to consent, in writing, to online voting, and must establish reasonable procedures and deadlines for members to opt out of online voting after giving consent. Written notice of a meeting at which the board resolution regarding online voting will be considered must be mailed, delivered, or electronically transmitted to the unit owners and posted conspicuously on the condominium property or association property at least 14 days before the meeting."

From Texas's TPC 209:
"An association may enter into an enforceable contract with a current association board member, a person related to a current association board member within the third degree by consanguinity or affinity, as determined under Chapter 573, Government Code, a company in which a current association board member has a financial interest in at least 51 percent of profits, or a company in which a person related to a current association board member within the third degree by consanguinity or affinity, as determined under Chapter 573, Government Code, has a financial interest in at least 51 percent of profits only if the following conditions are satisfied:
.
.
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(4) the association board certifies that the other requirements of this subsection have been satisfied by a resolution approved by an affirmative vote of the majority of the board members who do not have an interest governed by this subsection."

In your case, James, I'd go with Davis-stirling.com On Resolutions." They insist formal resolutions are NOT required by statute. Their attorneys argue it's the same as a motion. And that's how we treat decisions in my HOA. We haven't had a formal resolution in years at our meetings.

"A resolution is a formal expression of opinion, will, or intent voted by the board of directors. It is the same as a motion except more formal and uses "Whereas" and "Resolved." Resolutions are useful in that boards include the rationale for their actions....Formal resolutions are not required by statute--simple motions are sufficient. See sample minutes with motions." Davis-stirling.com

I agree with you that your board should make a motion and approve it to hold regular meetings on certain days/times. But to write it as a formal resolution is a waste of everyone's time. Resolutions are long formal and tortured. Board with PMs who take minutes will be hard pressed to find a secretary willing to formulate a "resolution" for simple routine Board decisions.

In your case, David, I'd check to make sure DE requires "resolutions" in HOA meetings. OR does statute use the word resolution almost interchangably with motion or board decision?

My hunch, based on many seminars led by HOA attorneys, I attended about Board meetings, minutes, etc. is that resolutions are generally reserved for special matters. And not for scheduling board meetings. I suspect their usage, moreover has declined over the past decade or more in HOAs. This'd be a good thing to look up at CAI.

Our outnewly restated Bylaws do not use the word at all, nor do our new CC&Rs.

Thanks again everyone. I see that board resolutions are permissive not mandatory.

Resolutions are formal decisions of the Board that are used to clarify generalities in higher precedent documents, establish procedures that are not identified in other documents, create policies, rules and regulations regarding common areas and common elements.

Typical examples of resolutions are the following:
a) Architectural Guidelines
b) Procedures for requesting approval for exterior changes
c) Enforcement procedure / Due process
d) Parking / Towing policy
e) Pool or Clubhouse use policy
f) Rules and regulations for use of common areas or recreational areas
g) Document retention policy
Many, many more

Although resolutions are not typically required by Statute, there are many that should be established simply so procedures do not change from board to board.

References:

Understanding the Differences Between CC&Rs, Bylaws and Rules & Regulations from a management company

Policy Resolutions from a management company

Helpful Tips for Creating HOA Board Resolutions from a management company

25 Important HOA Policies The Board Should Think About from a management company

Wow. Makes me tired.
Our board would not create a drug and alcohol policy for employees because they themselves drink during meetings.

Keep in mind that resolutions are simply written decisions of the board.
Your PM appears to have been keeping policy and administrative resolutions for the board.
I suspect you were dealing with them but didn't realize it.

Thank you, ElleN. So...for an executive committee to be formed by resolution, the provision for executive committees would have to be in the bylaws first?

Thank you for going to California Corp Code 7212 and checking out the full text. By my reading, the short answer is no. Below I elaborate on the reasons why my answer is "no."

I take it this is the part of 7212 that caught your attention:

(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: ...

The statute section uses both the words "may" and "shall." This is one reason that the "may" should be read as "has the the legal right to create this committee, but is not required to create this committee." If the bylaws per chance prohibited executive committees like that the statute section describes, then this would result in a bona fide conflict between the bylaws and statute. By law, when such a bona fide conflict arises, the statute prevails. In this case, this means the board would have the statutory and so legal right to create the executive committee.

The statute section does not/i> require that the bylaws authorize one or more such committees. But if per chance the bylaws do authorize an executive committee having two or more directors on it, then per the statute section the bylaws "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."