There are no general legal restraints on a director’s ability to also serve on a HOA committee, unless the provisions of an association’s governing documents state otherwise. Some sets of governing documents may even require a board member (typically the board president) to serve as a member of every committee (referred to as an “ex officio” member). However, as discussed below, if there are a sufficient number of directors serving on a committee to establish a quorum of the board, it may trigger the need to comply with Open Meeting Act requirements.
Open Meeting Act Issues
HOA board meetings are subject to the requirements contained in the Open Meeting Act. A “board meeting” is defined as:
“…A congregation, at the same time and place, of a sufficient number of directors to establish a quorum of the board, to hear, discuss, or deliberate upon any item of business that is within the authority of the board.” (Civ. Code § 4090(a) (Emphasis added).)
Thus, if there are enough directors serving on a committee so as to establish a quorum of the board, and the committee heard, discussed or deliberated upon any item of business that is was within the authority of the board, the committee meeting would constitute a board meeting subject to the Open Meeting Act’s requirements (i.e., requiring notice of the meeting and the posting of an agenda). These concerns are especially relevant in the context of executive committees that are comprised entirely of directors.
