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MeganF3 (Arizona)
Posts: 3
Posted:
Do boards need to have open meetings to assign committee members for already existing committees? Our bylaws read actions can be taken without a meeting as long as recorded in minutes of next meeting. However, the new board is delaying the committee members who are already helping (retired persons available during the day) in order to WAIT for next regular board meeting two months from now! We are 6 months into prior unexpected water shut off across the whole property and homeowners helping (since having submitted applications to formal landscape committee) have no authority to even ask the landscape contractor questions. In the meantime, the new board can't get answers from our "master" to simple things like when will the irrigation repairs be done after MONTHS of asking our own property manager. It's extremely frustrating. In the meantime, our property values are going down with open houses where agents are getting feedback that buyers don't like the "foot high" weeds all around our townhomes in the common areas. It's beyond frustrating at this point. All we want is landscape committee members to be re-approved (having served previously) and understanding both property and current landscape contacts. Is that too much to ask when the bylaws allow it?
ElleN (Idaho)
Posts: 4,420
Posted:
Quote:
Posted By MeganF3 on 03/26/2024 2:55 PM
Do boards need to have open meetings to assign committee members for already existing committees? Our bylaws read actions can be taken without a meeting as long as recorded in minutes of next meeting.
The Az nonprofit corporation act also permits actions without a meeting as follows:

§ 10-3821 • ACTION WITHOUT MEETING
A. Unless the articles of incorporation or bylaws provide otherwise, action
required or permitted by chapters 24 through 40 of this title to be taken at
a directors’ meeting may be taken without a meeting if the action is taken
by all of the directors. The action must be evidenced by one or more written
consents describing the action taken, signed by each director and included
in the minutes filed with the corporate records reflecting the action taken.
B. Action taken under this section is effective when the last director signs the
consent, unless the consent specifies a different effective date.
C. The consent signed under this section has the effect of a meeting vote and
may be described as such in any document.
D. Any director may revoke a consent by delivering a signed revocation of the
consent to the president or secretary before the date the last director signs
the consent.
E. For the purposes of this section, a consent may be signed using an electronic
signature as defined in § 44-7002.


Someone should write a formal and polite note to the board explaining the need for committee members to be approved and citing the bylaw and state law above permitting action without a meeting and explaining how to do an action without a meeting.
KerryL1 (California)
Posts: 14,550
Posted:

If the Board is delaying appointing members, it may be they no longer values committee members' service, so are really dragging their feet. Why do there need to be more members when you have landscaping service? And why isn't the service doing weed abatement? What is in their contract???

Btw, often committee members are not permitted by boards to consult with/question/direct vendors. Or, sometimes, a committee member is permitted by the Board to interact with the workers, but usually only with their supervisor.

States that I've read about, and I've haven't read about all of them, permit a board to take action without a meeting. The catch is usually ALL board members must participate. Do note, as in every open meeting state statute I've seen on this topic, the Board's decision (vote) in taking action without a meeting must be in subsequent open meeting minutes to which owners do have access.

So, if attendence by all directors, even electronically isn't easy or possible, sometimes it makes more sense for a board to simply call a special meeting of the Board --as is found in your Bylaws. This requires x days posted notice for owners per your Bylaws or AZ statute. BUT decisions can be made with only a quorum (usually a majority) of the Board present.
TimB4 (Tennessee)
Posts: 21,059
Posted:
Megan,

There is no reason why the board can't hold a special board meeting for the purpose of appointing committee members.

That said, I don't know why a committee is needed to award a contract to maintain the common area.
If the weeds are that high, ignore the board and committee and file a complaint with the local health department or appropriate agency for your municipality.

DeanJ
Posts: 1,786
Posted:
Committees don’t typically have the authority to speak to contractors or approve expenditures. Fixing the irrigation is not going to remove the weeds. You do need to get the board to take care of the weed issue.
CathyA3 (Ohio)
Posts: 6,299
Posted:
What Dean said. Committees generally have no authority to do anything or to make decisions that properly belong to the board - maybe aside from the ACC who need to approve improvement requests.

If this is an opening meeting state and board action is required for simple things like getting the grass cut, then the board needs to meet monthly at least. This is 100% a board not doing their job, although in this case the job isn't appointing committee members.

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