Committees

[Guest Elizabeth]

I am going to be the Parliamentarian this coming year for a non profit HOA.  I was the Parliamentarian several years ago also.

The question has arisen about "Committees"

Our HOA is for members only and the board is made up of property owners who are members of the association AND whose names are on the Deed of their property.As stated in our Bylaws.

We were always under the understanding that "Committees" were extensions of the board as the president of our HOA decides who they want to head up a committee and who shall be the committee members.  (that is in our Bylaws)  This is presented to the board at a board meeting where the board them vote to approve or disapprove such committee.

Our dilemma now is that we have non-hoa members on a committer and one is actually a chair of a committee, not approved by the board.

I did not see anything pertain to this situation in The Texas Open Meetings Act 2019

Your professional thoughts would be appreciated.

 

 

[Joshua Katz]

5 minutes ago, Guest Elizabeth said:

This is presented to the board at a board meeting where the board them vote to approve or disapprove such committee.

 

5 minutes ago, Guest Elizabeth said:

Our dilemma now is that we have non-hoa members on a committer and one is actually a chair of a committee, not approved by the board.

 

I must be misunderstanding the facts since I don't see how these fit together. Can you explain how, if your bylaws require the board to approve all committee members, people got onto committees without being approved by the board?

Also, what do your bylaws say about committees?

[Guest Elizabeth]

Yes thank you, people have put themselves on a committee without the chair or the boards vote of approval.

 a. The President will:  
 
  (1) Preside over all meetings of the Association. 
 
  (2) Appoint a member to fill a vacancy caused by the resignation or incapacity of any Board member or Parliamentarian with the approval of the other Board members. 
 
  (3) Appoint members for Standing and Special Committees, with the approval of the other   Board members. 
 
  (7) Special Committees are directed to special problems, situations and duties deemed appropriate  by the Board of Directors. 
 
 Also   2. Membership in the Association is limited to property owners as their names appear on the fee simple title, and are required by contract, deed or other restrictions to pay the maintenance assessment set out in any of the covenants. It is specifically provided that a lot with multiple owners is considered as a unit to be one member. There shall be only  one vote per lot in Association matters.     

 

We now have a head of a committee who is not a property owner nor is on any title deed. She lives with her mother in law. )I think this would fall under an attorney maybe; or what our insurance covers and who. Our insurance is for the hoa membership only.

 

To me this is a complete mess.  

 

[jstackpo]

RONR allows non-members of an association to serve on the association's committees, if the permission of the assembly is obtained.  Page 174.

I can't tell from your bylaw quotations if they prohibit non-association members (non-Home owners in your context) from being on (or even chairing) committees.  Best you check that carefully.

But it sure looks that, at a minimum, the president is obliged to get Board, and possibly also association, approval of his/her committee appointees. whether they are home owners or not.

If the committee in question makes a report or a recommendation at a meeting, raise a point of order that the committee is improperly formed and any motion offered by them is improper.

[Joshua Katz]

1 hour ago, Guest Elizabeth said:

Yes thank you, people have put themselves on a committee without the chair or the boards vote of approval.

 

Well, that's absurd. Should I put myself on the committee, too?

[Josh Martin]

1 hour ago, Guest Elizabeth said:

Yes thank you, people have put themselves on a committee without the chair or the boards vote of approval.

 

1 hour ago, Guest Elizabeth said:

  (3) Appoint members for Standing and Special Committees, with the approval of the other   Board members. 

Based on these facts, it would seem these persons are not, in fact, on the committee.

1 hour ago, Guest Elizabeth said:

We now have a head of a committee who is not a property owner nor is on any title deed. She lives with her mother in law. )I think this would fall under an attorney maybe; or what our insurance covers and who. Our insurance is for the hoa membership only.

Whether this person is or is not a member of the HOA is not the issue. Members of a committee do not need to be members of the society. The problem is that these persons are claiming to be committee members when they have not, in fact, been appointed to the committee.

[Guest Who's Coming to Dinner]

2 hours ago, Guest Elizabeth said:

Yes thank you, people have put themselves on a committee without the chair or the boards vote of approval.

No, they haven't. You best raise a point of order at the next meeting that these people are excluded from the committee until they are approved by the president and the board.

[Guest Zev]

Perhaps these "people" have just wandered into the committee meeting, invited friends, whatever, and joined in the discussion and the committee did not care. This then would be a case of dereliction of duty by the committee and warrants an investigation and possibly disciplinary measures against the committee members. Just guessing.

[Gary Novosielski]

I'm a little confused by this rule:

On 9/30/2018 at 1:00 PM, Guest Elizabeth said:

(3) Appoint members for Standing and Special Committees, with the approval of the other Board members. 
 

Ordinarily a rule like this would say "with the approval of the Board", and that would be interpreted as requiring approval by a majority vote of the Board.  But when it says "the approval of the other Board members," that seems to imply that all of them have to approve; if any of the other board members do not approve, the appointment fails.  It seems to require unanimous approval.

 

 

[Richard Brown]

2 minutes ago, Gary Novosielski said:

I'm a little confused by this rule:

Ordinarily a rule like this would say "with the approval of the Board", and that would be interpreted as requiring approval by a majority vote of the Board.  But when it says "the approval of the other Board members," that seems to imply that all of them have to approve; if any of the other board members do not approve, the appointment fails.  It seems to require unanimous approval.

I disagree. I will concede that it is possible to interpret the provision the way you do, but I don't believe that is the intent of the drafters.  However, since the provision is apparently susceptible to more than one interpretation, it is a matter of bylaws interpretation, something only this organization can do.  We cannot interpret its bylaws. It must interpret its own ambiguous bylaw provisions if there is indeed an ambiguity.  So, this organization must decide for itself whether the approval of each and every board member is required or just a majority vote of the board. 

[Gary Novosielski]

Oh, I suspect you're right that this was not the intent of the drafters.  But it wouldn't be the first time that the drafters meant one thing and said another.

I agree that it's open to more than one interpretation and the only one that counts is the organization's.  I think that it wouldn't be a bad idea to consider amending the bylaws to clarify the ambiguity, but that's entirely up to them.