executive strategy committee

[Guest DCaldwell]

This is in regards to an HOA.  We have 7 directors and 3 directors created a committee calling it the executive strategy committee.  Under Roberts Rule of Order is this a legitimate committee that can be made up of just directors.  Here is what our by-laws state about committees.

 

ARTICLE XXV

ADDITIONAL COMMITTEES

SECTION 1. All Committees not already delineated in these Bylaws shall be appointed by a majority of the BOARD OF DIRECTORS no later than the BOARD'S last meeting in November.

SECTION 2. Each Committee shall have a minimum of Three (3) members, of which One (1) member shall be a member of the BOARD OF DIRECTORS.

SECTION 3. A majority of members of each Committee shall constitute a quorum for the transaction of business. The act of the majority of the members present at any meeting shall be the act of each Committee.

SECTION 4. The members of each Committee shall elect a Chairman, a Vice Chairman, and a Secretary of the Committee. The Chairman, or in his absence the Vice Chairman, shall preside over all meetings.

SECTION 5. Each Committee shall keep correct and complete written minutes of all its proceedings, which minutes shall be kept in bound form, properly executed by the Secretary of the Committee and approved by the Chairman and kept at the principal office of the ASSOCIATION.

 

 

[jstackpo]

Was this committee established by a motion made at a Board meeting.  Was the motion properly adopted?

[Richard Brown]

I agree with dr. Stackpole. We need more information on how this particular committee was created.

[Joshua Katz]

Aside from Dr. Stackpole's question, does the OP have some other issue in mind?  I'm not seeing any.

[Guest DCaldwell]

I believe a motion was made and passed at a board meeting where residents were not allowed to raise a question or comment on this.  I am just trying to make sure that it can technically be done.  in our by-laws it is stated that if 4 or more directors meet at one time, then it is a Board meeting where residents have to be notified of the meeting so they can attend and I am trying to make sure that this Board is not trying to skirt around this.  I wasn't sure if the naming of the committee may have also set it apart from a "normal" committee.

[jstackpo]

Guest DC:  In your initial post you said 3 directors created a committee.  Was there a quorum (of 4) present at the time the motion was adopted?  What do you mean by "3 directors created"?  Did those three vote for the motion to establish the committee and less than that number voted against it, all with a quorum present?

As long as your general members got the notice of the meeting it doesn't matter whether they were allowed to raise questions or not.  Non-Board-members have no debate rights at Board meetings.

[Gary Novosielski]

The only snag I can see, apart from the question of whether a motion was properly adopted,  is this section:

2 hours ago, Guest DCaldwell said:

SECTION 2. Each Committee shall have a minimum of Three (3) members, of which One (1) member shall be a member of the BOARD OF DIRECTORS.

(emphasis added)

The language says that one committee member shall be a member of the board.   It does not say at least one; it does not say no more than one.

I suppose a point could be raised that a committee consisting only of board members is not properly constituted.

[Kim Goldsworthy]

2 hours ago, Guest DCaldwell said:

We have 7 directors and 3 directors created a committee calling it the executive strategy committee. 

Q. Under Roberts Rule of Order, is this a legitimate committee that can be made up of just directors?

Here is what our by-laws state about committees.

SECTION 1. All Committees not already delineated in these Bylaws shall be appointed by a majority of the BOARD OF DIRECTORS no later than the BOARD'S last meeting in November.

SECTION 2. Each Committee shall have a minimum of Three (3) members, of which One (1) member shall be a member of the BOARD OF DIRECTORS.

 

   • Under Robert's Rules of Order, "yes", a committee may be composed of 100% directors. No rule in Robert's Rules says that a committee must be "diverse" in its membership.

   • Under your customized HOA rules, the answer is subject to interpretation.

But as far as Robert's Rules of Order goes, you have your answer.

Q. If Section One is satisfied, then why would your new committee not be considered legitimate?

Q. Did your HOA board obey Section One? -- Did a majority of the board do the appointing?

 

[Guest DCaldwell]

I apologize for the wording, the 3 directors mentioned are the only members in the committee, and Yes the 7 directors voted with a majority of the board voting yes to establish the new committee.  So because the name of the committee has executive in it, that doesn't make it anything special, correct?  When asked about being able to attend the meetings of this committee, which residents are allowed to do, one of the directors claimed that they did not need to let anyone know when or where they meet because it is a closed meeting.  That was not part of the motion nor is that standing policy for committee meetings.  meetings are open to active residents and they must be held at an association amenity such as the business office.  An active member is a resident in good standing with the association which says that you are current on your dues.

[jstackpo]

Use of word "Executive" has no special meaning in this context

You "open meetings" rules would have to be in your bylaws and interpreting your bylaws to that level of detail is beyond the scope of this RONR-centric Forum.  See page 588ff for interpretation help.

Edited January 10, 2017 at 06:38 PM by jstackpo
Corrected page reference

[Gary Novosielski]

It may have been their intention that this committee was always to meet in Executive [closed] Session (§9) but nothing in the  procedure that was used appears to have accomplished this.  Merely putting "Executive" in the title doesn't invoke any rules that make it different from any other committee.

Presumably, however, the committee could adopt a motion to go into executive session at each of its meetings, but if they have a duty to notify when and where committees meet they would still need to do that.  People could show up, but would need to leave as soon as the motion to go into executive session was adopted.

I'm presuming that in the case of other committees, general members are permitted, by rule or custom, to attend.  If by rule, it would be in your bylaws; RONR does not afford any such right.  Also look in your bylaws for any rules that require committees to give notice of the reason they are going into closed session, or limiting the nature of business that may be discussed there.  RONR has no such rules.

[Kim Goldsworthy]

6 hours ago, Guest DCaldwell said:

The 3 directors mentioned are the only members in the committee.

Yes, the 7 directors voted with a majority of the board voting yes to establish the new committee. 

So because the name of the committee has "executive" in it, that doesn't make it anything special, correct?

When asked about being able to attend the meetings of this committee, which residents are allowed to do, one of the directors claimed that they did not need to let anyone know when or where they meet because it is a closed meeting.

That was not part of the motion nor is that standing policy for committee meetings.

Meetings are open to active residents and they must be held at an association amenity such as the business office. 

An active member is a resident in good standing with the association which says that you are current on your dues.

Again, per Robert's Rules:

• A "resident in good standing" (what Robert's Rules would call a general member), cannot attend any committee meeting except for those committees on which the general member sits.

Now, with that said, you are on your own to apply and enforce your customized rule (the one allowing non-members of a body to sit in on that body).

***

If your director asserts,

"Under Robert's Rules, the executive committee may bar active members,"

your director is correct -- but then your response should be,

"The bylaws make no exception to the rule. Active members may be present on any and all committees."
And if that response gets "no response," then your recourse is the full board -- i.e., have the full board stake its position one way or the other -- "Violate the bylaws" or "Enforce the bylaws".

From there, you will have enough ammunition to either (a.) get the bylaws obeyed, or (b.) get your seven officers out of office.