Adams Stirling PLC


Formation of Committees. Committees, whether executive, mandatory, standing or ad hoc, are appointed by or at the direction of the board of directors. (Robert’s Rules, 11th ed., p. 489; Corp. Code §7210; Corp. Code § 7212(b).) Homeowners do not have the right to appoint themselves to committees. On rare occasions, governing documents provide for election of architectural committee members by the membership. Formation of committees should be done in open session since this does not qualify as one of the activities authorized for executive session.

Size of Committees. Except for Executive Committees, a committee can be as small as one person or as large as the board wants to make it. However, the larger the committee the more unwieldy it becomes. In HOAs, committee size typically falls in the one to five-member range with the average being two or three members.

Committee Chair. Committee chairs are appointed by the board. Once appointed, the committee cannot elect a different chairman. (Robert’s Rules, 11th ed., p. 175.) However, the committee can apply to the board for the appointment of a new chairman. Unless an association's governing documents state otherwise, board members may also serve as committee chairs. To conduct successful committee meetings, the chair of the committee or the board needs to establish meeting guidelines.

Vacancies. In the event of vacancies on a committee and unless the bylaws provide otherwise, the person or body who appointed the original committee members has the power to fill vacancies on the committee. (Robert’s Rules, 11th ed., p. 177, 467.)

Who May Serve on Committees. Except for "Executive Committees," and unless the governing documents provide otherwise, there are no restrictions on who may serve on advisory committees. That means boards may appoint persons to advisory committees who are not members of the association. Unless the governing document provide otherwise, boards can establish their own criteria for the committee members they appoint. For example, a board could require that candidates (i) be members in good standing, (ii) reside on the property, (iii) have attended a majority of board meetings in the past 12 months, etc. The criteria can be as lax or as stringent as boards may choose.

Ex Officio Members. Frequently, an association's bylaws will provide that the president serves as an ex officio member on all committees.

Duties and Term. When a committee is created, boards must assign responsibilities to the committee (unless the committee's duties have already been established in the association's governing documents). Unless the governing documents provide otherwise, committees have a limited duration. Some duties of the board cannot be delegated.

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Adams Stirling PLC