An executive committee is a committee that: (Corp. Code § 7212)
- is comprised entirely of directors (with a minimum of two (2) directors);
- serves at the discretion of the board; and
- exercises the authority of the board.
Powers & Authority
Subject to certain limitations, most of the board’s authority may be delegated to an executive committee to act on behalf of the board. (Corp. Code § 7212; See also “Delegating Duties & Authority.”)
Open Meeting Act Issues
The Open Meeting Act places numerous limitations on how a HOA board may discuss and act upon items of association business (i.e., the prohibition on actions without a meeting found in Civil Code Section 4910). In order for a board to avoid some of those limitations, certain board actions are often delegated to association committees. Upon doing so, any task performed by a committee typically no longer becomes an “item of business” within the meaning of Civil Code Section 4155 that may only be taken by the board in a noticed board meeting. (See “No Action Without a Meeting” and “Delegating Duties & Authority.”)
However, if an executive committee is comprised of enough directors so as to establish a quorum of the board (typically a majority of the directors), any action which is delegated by the board to that committee may still be considered an “item of business”:
“‘Item of business’ means any action within the authority of the board, except those actions that the board has validly delegated to any other person or persons, managing agent, officer of the association, or committee of the board comprising less than a quorum of the board.” (Civ. Code § 4155 (Emphasis added).)
If an executive committee is comprised of enough directors so as to establish a quorum of the board, any meeting of that committee could constitute a board meeting that is subject to the Open Meeting Act’s requirements.
Executive Committee Meeting Minutes
Minutes of executive committee meetings are “association records” that may be inspected by the association’s members (Civ. Code § 5200(a)(8); See also “Records Subject to Inspection.”) Civil Code Section 5210 requires committees with “decisionmaking authority” (i.e., executive committees) to keep and maintain minutes, and to make them available for inspection by the members within fifteen (15) days following approval.
- Corporations Code Section 7212. Executive Committees.
- Corporations Code Section 7210. Corporate Powers Exercised by Board; Delegation.
- Civil Code Section 5210. Time Periods for Production of Association Records.
- Civil Code Section 5200. “Association Records” and “Enhanced Association Records” Defined.