Reader Questions - CommitteesJun 09, 2014
Dear Mr. Richardson,
I started attending committee meetings on regular bases. Today, at the Landscaping committee, I was asked to leave the meeting by the chairperson, so the committee could discuss some special issues. Can the chairperson of any committee ask a guest to leave, so they can discuss issues in private?
Committees meetings are not covered by the Open Meeting Act (Civil Code 4900), unless the committee includes a quorum of the board. So, if the committee has a majority of your board attending, although your HOA may call it a committee meeting, the Common Interest Development Act calls it a “board meeting” which must be open to members except for closed session topics.
If a committee does not include that many of the directors, the meetings are not required to be open. I applaud your landscaping committee for having open meetings. Most association committee meetings are not open to members. If the committee discusses something sensitive, I could understand the committee wishing to close that part of the meeting, but I am having difficulty seeing something involving landscaping which could be sensitive… we’re talking plants here, right?
Most committees are not given actual decision-making power, but rather make recommendations which are presented to the board. Such recommendations hopefully are in writing, which then results in disclosure to members who attend the board meeting. However, if the committee has decision-making power (as opposed to recommending), then under Civil Code 5210(b)(5) it must keep minutes which are available to members no later than 15 days after the minutes are approved. So you can find out that way what the committee did, if it has decision making power, and if not, you can find out from what recommendations it submits to the board for approval.
Thanks for your question,
I am on the Board of a small association (100+ residences). There is a dispute about whether directors can also serve as members of committees. In addition, there is dispute about whether these directors can chair the committees and/or have voting rights. One side says it is perfectly ok and the other says it is unfair and unjust. I would love to have your opinion on this issue.
What do you think? Thanks, I enjoy reading your weekly column,
M.P., San Juan Capistrano
The law does not bar directors from serving on committees, or chairing them, or even from staffing the entire committee- but there are consequences. If the committee consists of a sufficient number of directors so that a quorum of the board is sitting in the meeting, then the Open Meeting Act declares it a “board meeting” and all those requirements apply.
So long as the committee is advisory (meaning it recommends action as opposed to makes binding decisions), it is a good practice to try to have a director in each committee. This helps increase communication to the board. If you have a good candidate, have a volunteer instead of a director chair it. Directors have enough responsibility already, and committees are a great testing ground for potential directors.
Committees are also a great way to spread out work and take pressure off the board. There isn’t anything wrong or unfair with directors participating- but the whole point is to have volunteers get involved.
Written by Kelly G. Richardson
Kelly G. Richardson Esq., CCAL, is a Fellow of the College of Community Association Lawyers and a Partner of Richardson | Ober | DeNichilo LLP, a California law firm known for community association advice. Submit questions to [email protected]. Past columns at www.hoahomefront.com. All rights reserved®.