Committe Charters

Attached you will find one resolution that was adopted to establish 3 committees - ARC, Landscape and Social Committees. The key is to identify the specific responsibilities the members of the committee will have. Also if there are specific deadlines that must be met, put it in writing. Also make sure there is a regular written report provided to the board, and homeowner know especially with the ARC committee, that there is an appeal process to the board and how that works.

Additionally I have provided you with a Committee Member Responsibility form that the members of the committee must sign when they accept the appointment.

It is always best to seek legal counsel as there may also be notification and distribution requirements when adopting new rules or establishing rules/regulations/resolution/policies

Tom for your election committee charter, I would suggest looking at your governing document (by-laws, articles of incorporation and CC&Rs) as they will give you more direction to document into your Committee Charter. The directives in those will help fashion the timeline. When is your election to be held? During a meeting in the month of incorporation? What timeline does Arizona require for mailing of ballots? Are there candidate disclosures that need to be addressed. Do the governing docs allow for write-ins. Without going through ALL of the governing documents, you would be setting yourself up for a whole bunch of problems.

So my suggestion is take every governing document and read through every section and start making a list of anything related to elections including the number of votes allowed to a unit. (Think through the discussions that can be found all over this site on boards where there are spouses or partners from one unit holding two positions on the board... If they own two units... two votes, but one unit, one vote. Then of course there is the apportioned voting that happens sometime in condos, as to size of the unit, but that would be for a whole other discussion.)

Start reading and write down the sections so you can help the committee sort out their duties.

This is a comment on the post by JanP1 concerning the responsibilities for committee members, specifically the second attachment. I have a different view for committees of the board. Committees of the membership are different.

First, appointed committees of the board do not have a fiduciary duty. The fiduciary duty remains with the board members and cannot be delegated. Certainly, committee members should be sensitive to the board's responsibilities and make recommendations accordingly.

Second, I do not support having committee members sign a document because it sends a message that they are not to be trusted. Further, the message is that the board knows more and is more responsible than committee members. Did the board members who require committee members to sign a document sign an oath of office?

Third, I support committee requirements that are more positive, set high standards, and requirements that counteract group think. Below are my notes for committees of the board.

Subject: REQUIREMENTS FOR COMMITTEES OF THE BOARD

(1) The purpose or charter for each committee must be clearly stated.

(2) Each committee shall be familiar with the governing documents and ensure that recommendations are consistent with them.

(3) Each committee must keep records and report to the board. Reports to the board should include a listing of all considerations.

(4) All committee recommendations and actions shall be based on research and accepted best practices.

(5) All committees must decide by consensus, that is collective opinion, when possible. A minority report must also be submitted to the board where consensus is not reached.

(6) Each committee shall consist of a chairman, a board liaison, a specified number of members, and appropriate staff members

(7) Members of the committees shall represent the interests of the Association, which is the collective interests of all members.

(8) Chairmen, board liaison and specified members must be members of the Association.

(9) Committee chairmen shall be appointed by the board.

(10) Committee members may be appointed by the board, be recruited by the chairman, or be self nominated.

(11) Each committee shall be encouraged to have members with varying views and interests.

(12) Potential conflicts of interest must be disclosed and avoided if possible.

Jan - Well said. FYI - While our commitee charters are clear in defining the job responsibilies and remind the committee that they work in an advisory capacity at the behest of the Board, we also have them sign a simple agreement that was written by our HOA attorney that reminds them of that they do not have the power to make binding decisions nor can they represent the board and enter into any contracts verbal or written. We've had some bad experiences when some of our committee members bucked the boards decision, entered into an agreement with a contract vendor when he ordered $1,000 worth of food for an event and then presented the Board the bill for the food. The Board told the committee that they were not going to pay for the food order, but eventually just paid it. Sorry, ... I just believe that if it's in writting, then everyone should be on the same page. Some folks just have a way with developing descrectionary memory.

Also most states have specific rules on notification and I don't know why there weren't some certified notices sent out along the way, before this thing went to a lien.

I’m with Jan, I'm ok with asking member of any committee to be responsible and to understand and share the fiduciary responsibility. Don’s comment has a significant point to make though, The Board is always responsible for any decisions made by the organization and any of its committees

Don, Thank you for your viewpoint as well. In our association, we take great consideration as to the advise of the attorney, as they are the ones who are aware of the laws governing the Community Associations of this state, which include NRS116, NRS 116a, NRS 116b, as well as NRS 82 and a variety of other statutes that apply to other specific activities which the Associations find themselves involved, not to mention the Regulatory Codes to which the ACT makes reference. I am not a lawyer and don't pretend to be one on the internet, I know in the discussions with legal counsel, our association, as are many other associations in this state are incorporated under Chapter 82 (nonprofit corporations.) I trust the resolution, as written by legal counsel in accordance with NRS 82.206.

As I have suggested before, each association should take the information they have found on the internet and seek the advice of experts who are familiar with the applicable laws of the state in which they live.

Please read the comments before, and make reference to the situation for which this resolution was written - A compliance committee. This committee, as allowed by the governing documents, to act in the stead of the elected Board. And in reading the applicable Nevada requirements, all information involving alleged violations of the governing documents is to be held confidentially. This is all part of being a fiduciary: they must not put their personal interests before the duty, and must not profit from their position as a fiduciary, unless the principal consents. The fiduciary relationship is highlighted by good faith, loyalty and trust. An allegation of violation is a matter that is to be held confidential. If a compliance committee member can not act in the manner expected of a fiduciary, they should not be on the compliance committee.

With regards to you comment " - The document that your association requires committee members to sign states that attorney/client communications are privileged. Again, I find nothing in the ACT that so states. Neither does the ACT state that members are prohibited from access to association records including attorney/client communications. The association is the client, not the board. The members pay for the legal communications, advice and opinions. If any communication with the attorney affects the organization (if it affects one member, it affects all), then members should have a right to review the communication. Withholding such communications from the members contributes to the "us vs. them" relationships between the board and the members. Board members are just members who volunteered their talents and time, and were elected to serve other members." Why should the members who elected the board members not be trusted? - "

All I can tell you is what I have heard in the classes offered to HOA Board members throughout our state, that on a number of occassions, the lawyers who teach the classes have explained this from a legal stand point. Again, I am not an attorney, so I think it would be a wonderful question for anyone who IS an attorney to answer. If attorney information is presented, as I understand it, then all the communication is available to everyone, including the party who may be suing the association. But again, you're asking a question a lawyer should explain to the Board.

I recognize the concern about making an "us vs them" issue out of committee membership. The committee for which this was specifically written was a compliance committee. Perhaps we can start another discussion topic on how to have successful committees, as I strongly believe that committees are a wonderful opportunity for people to get involved, and to share in the activities which make homeowner associations a better place to live.