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authorization for the formation of additional standing committees.


Searcher
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Our HOA brd of directors(of which I'm one) recommends the re-activating of a past (several years) committee that is not nor never was listed and defined in our by-laws. I cannot find in our By-Laws specific verbiage stating the board has the "authorization for the formation of additional standing committees" as RROO says is required or an amendment is needed. Yet, under "Powers" our By-Laws read, "The Board of Directors shall have all powers over control and management of the Assoc. except such as shall be exercised by the members." 

1. Must a member vote be taken if majority members do wish to form this new committee? 2. Will the By-Laws have to be amended to include the new standing committee. 3. Will the By-Laws have to be amended if the duties of this new committee are some of the duties under an existing committee (existing committee is in agreement w/ the change)?

Edited by Searcher
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1 hour ago, Searcher said:

Our HOA brd of directors(of which I'm one) recommends the re-activating of a past (several years) committee that is not nor never was listed and defined in our by-laws. I cannot find in our By-Laws specific verbiage stating the board has the "authorization for the formation of additional standing committees" as RROO says is required or an amendment is needed. Yet, under "Powers" our By-Laws read, "The Board of Directors shall have all powers over control and management of the Assoc. except such as shall be exercised by the members." 

1. Must a member vote be taken if majority members do wish to form this new committee? 2. Will the By-Laws have to be amended to include the new standing committee. 3. Will the By-Laws have to be amended if the duties of this new committee are some of the duties under an existing committee (existing committee is in agreement w/ the change)?

If the bylaws don't allow for additional standing committees, you'll need to amend the bylaws if you want to create additional standing committees.

"If this article names certain standing committees, no other standing committees can be appointed without amending the bylaws, unless a provision is included . . . permitting the establishment of such other standing committees . . ." - RONR (11th ed.), p. 578, ll. 21-27

Edited by Tim Wynn
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Thank you Tim!. Additionally, two more questions: if this committee had been created as a special committee when it was formed 3-5 years ago and correctly voted upon by members, does a vote need to take place to reactivate it? Or does a committee retain its directive and no new action needed if the committee was never formally "closed" by the board and members?

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Special committees "go out of existence as soon as they have completed a specified task". (p. 490, lines 6-7) so it would be difficult to argue that it still retains its directive.

Once they have carried out that specified task, they automatically cease to exist. (p. 492, line 3-6). So no formal action to "close" was required.

You mention in your first post that "duties of this new committee are some of the duties under an existing committee". RONR p. 492, lines 6-9 say that, "A special committee may not be appointed to perform a task that falls within the assigned function of an existing standing committee."

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