Architectural Committee Minutes

Ambiguity. The industry disagrees on whether architectural committees must keep minutes or maintain a written record of their decisions. The Corporations Code requires that "Each corporation keep...minutes of the proceedings of its members, board, and committees of the board." (Corp. Code § 8320(a)(2)) Although the Code requires minutes for committees of the board, an architectural review committee is not a committee of the board but a body created by the governing documents.

Arguably, Civil Code § 5210 implies minutes, which states, “If a committee has decision-making authority, minutes of the meetings of that committee shall be made available...” This section addresses time periods for the production of association records, which are defined by Civil Code § 5200(a)(8) as minutes of meetings of “the members, the board, and any committees appointed by the Board pursuant to Section 7212 of the Corporations Code.” Section 7212 refers to executive committees, i.e., committees created by the board comprised entirely of directors. Because architectural committees are not committees of the board as defined by Section 7212, Civil Code sections 5200 and 5210 do not apply.

Written Record. The only Davis-Stirling Act provision specific to architectural committees does not require them to keep minutes. Instead, it requires them to keep a written record of their decisions. (Civ. Code § 4765(a)(4)) A written record may take the form of notations on plans (a copy of which the association should keep), letters to applicants, journal entries, and/or minutes. Without a record of an architectural committee’s decision, an association will struggle to defend itself when challenged, and courts will not be sympathetic. (Ironwood v. Solomon)

Consultant’s Records

QUESTION: A number of my associations do not have a formal architectural committee. Instead, an architectural consultant reviews the plans. Since this is an individual, not a committee, do we still need to keep minutes like a regular committee?

ANSWER: Yes. If the consultant is making the decisions, then he/she functions as the Architectural Committee and must maintain an official record of the applications reviewed and decisions made. The “minutes” of the consultant/committee’s decisions must be available for members to review. (Civ. Code § 5210(b)) Also check the association’s governing documents to ensure it can operate with just one member. Some documents require appointing at least three members. If you can’t find volunteers, you should amend your CC&Rs to allow (i) for the appointment of a committee of one or (ii) for the board to automatically function as the committee if no members are appointed.

Plans Are Protected

Architectural plans submitted to the Association are NOT defined as “association records” (Civ. Code § 5200(a)) or “enhanced association records” (Civ. Code § 5200(b)). As such, members are not entitled to review or copy another owner's architectural plans. In addition, documents associated with the architectural application process, such as emails, letters, and application forms, are not subject to inspection or copying.

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