Architectural Committee Minutes
Ambiguity. There is some disagreement in the industry about 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 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, "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. 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. Due to the difficulty in finding volunteers, it is not uncommon for boards to assume the duties of the architectural committee. When that happens, architectural business becomes board business, which, in turn, requires minutes. Under these conditions, board/architectural meeting minutes must be kept.
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 and not a committee, would there be a requirement 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 review by members. (Civ. Code § 5210(b))
You should also check the association's governing documents to ensure it can operate with just one member. Some documents require the appointment of 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
Even though architectural plans submitted to the Association are not “association records” (Civ. Code § 5200(a)) or “enhanced association records” (Civ. Code § 5200(b)), an argument can be made that members may (with limitations) inspect plans on file with the architectural committee.
Interior Features Redacted. Per statute, associations may redact or withhold from inspection the interior architectural plans and security features. (Civ. Code § 5215(a)(5)(F)) Since the statute excludes review of interior plans, it implies that members can inspect exterior plans. The exclusion of interior architecture eliminates most condominium remodel plans since those are almost always interior remodels. As a result, the only architectural documents available for review are:
- plans of exterior home remodels,
- plans of condominium balcony, deck, and patio improvements, and
- minutes of architectural committee meetings.
Correspondence. Other documents associated with the architectural application process, such as emails, letters, application forms, etc., are not subject to inspection and copying.
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