A HOA’s board of directors generally has the power to “delegate the management of the activities of the [association] to any person or persons, management company, or committee however composed, provided that the activities and affairs of the [association] shall be managed and all corporate powers shall be exercised under the ultimate direction of the board.” (Corp. Code § 7210 (Emphasis added).) The Open Meeting Act places numerous limitations on the board’s ability to conduct association business (i.e., the prohibition on actions without a meeting). In light of those limitations, as well as the fact that directors serve in the capacity of unpaid volunteers, various board tasks and responsibilities are often delegated to committees of the association that assist the board with the association’s day-to-day operations. (See “Delegating Duties & Authority.”)
Most committees are purely advisory in nature; they provide recommendations to the board on what action the Board should take on a particular item of business. Unless those recommendations pertain to executive session matters, they are heard, discussed and acted upon by the board in an open board meeting.
Formation & Types of Committees
Committees are appointed by or at the direction of the board, and serve at the pleasure of the board. (Corp. Code §§ 7210, 7212; See also “Appointment & Removal of Committee Members.”) The three (3) types of committees include:
- Executive Committees – committees composed entirely of directors (Corp. Code § 7212; See also “Executive Committees.”);
- Standing Committees – committees that continue to exist and have ongoing tasks (i.e., an architectural committee); and
- “Special” or “Ad Hoc” Committees – committees that have limited duration and that are formed to address a specific issue (i.e., a rules committee that makes recommendations to the board on how the association’s operating rules should be modified to address a specific issue).
Committee Member Qualifications
Because committees serve at the pleasure of the board, absent contrary provisions in the association’s governing documents, the board is generally free to establish qualifications that committee members must satisfy in order to be able to serve on a committee. (See “Committee Member Qualifications.”) By contrast, establishing mandatory qualifications for directors may require an amendment to the association’s bylaws. (See “Director Qualifications.”)
Committee Meetings & Procedural Requirements
Unlike board meetings, committee meetings are generally not subject to the requirements found in the Open Meeting Act which apply to board meetings (i.e., members are generally not entitled to attend committee meetings). (See “Committee Meetings (Generally).”)
Committee Meeting Minutes
The extent to which a committee is required to keep and maintain minutes of its meetings, and to make them available for inspection by the association’s members, will depend upon whether the committee is an executive committee and/or a committee with “decisionmaking authority.” (Civ. Code §§ 5200 (a)(8), 5210; See also “Committee Meeting Minutes.”)