Ambiguity. There is some disagreement in the industry as to whether architectural committees must keep minutes or simply make 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 minutes are required for committees of the board, an architectural review committee is not a committee of the board but rather a body created by the governing documents.
Arguably, minutes are implied by Civil Code § 5210, which states that "If a committee has decision making authority, minutes of the meetings of that committee shall be made available..." This section addresses time periods for production of association records, which is 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." The reference to section 7212 is to executive committees, i.e., committees created by the board comprised entirely of directors. Since 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 provision in the Davis-Stirling Act specific to architectural committees does not require that architectural committees keep minutes. Instead it states they must keep a written record of their decisions. (Civ. Code § 4765(a)(4).) A written record could be in the form of notations on plans (a copy of which should be kept by the association), letters to applicants, journal entries, and/or minutes. If there is no record of an architectural committee's decision, an association will have difficulty defending itself when challenged and the courts will not be sympathetic. (Ironwood v. Solomon.)
When Minutes Are Required. Because of the difficulty of finding volunteers, it is not uncommon that boards take over the duties of the architectural committee. When that happens, architectural business becomes board business which, in turn, requires minutes. Under these conditions, minutes of the board/architectural meeting must be kept.
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