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Can a director in conflict be on a committee related to area of conflict?


Aloha
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Hello~ 

Our HOA board has a director who wants to be part of a committee. This committee is tackling an issue where said director has a direct personal conflict of interest (as already determined by a majority of the board). 

Can this director be kept from serving on the committee?

Thank you in advance for direction to where within RONR I can find this.

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How are the members of the committee selected?  RONR show a number of methods but leaves it up to the association to pick one.  The "selection" method can be specified in the bylaws, or in the motion that established (created) the committee.

Edited by jstackpo
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Our bylaws don't address Committees specifically, but do say "All meetings of the association must be conducted in accordance with the latest available edition of Robert's Rules of Order."

Additionally, per our bylaws, "the president has the general powers and duties of management usually authorized for the office of president of a Hawaii corporation. This includes, among others, the power to appoint committees from  among the Owners from time to time as the president alone deems appropriate to assist in conducting the affairs of the association."

At this evening's meeting our President asked for volunteers from the board and from homeowners. He selected the few who raised their hands (2 owners and 1 director); at which time the director with a conflict of interest in this particular area said she wanted to be a committee member and President allowed her. President isn't always familiar with documents or RONR and sometimes proceeds with a decision until shown a rule saying otherwise. 

I'm unable to find anything more in our documents, and wondered how RONR addresses this. 

Thank you again.

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12 minutes ago, Aloha said:

This includes, among others, the power to appoint committees from  among the Owners from time to time as the president alone deems appropriate to assist in conducting the affairs of the association."

That sentence from your bylaws clearly gives your president the full and exclusive ("alone") authority to name people to (that is the meaning of "appoint") any and all committees.  It also (unfortunately) implies that the pres has the authority to establish committees as he/she wishes.

If you don't like who the president is appointing, get a new president or amend the bylaws to make the appointment of committee members subject to confirmation by the members of the association (or perhaps just of the Board).

Establishing committees and appointing people to serve on the (previously or simultaneously) established committees are two separate actions. RONR doesn't consistently indicate that to be the case.

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20 minutes ago, Aloha said:

Our bylaws don't address Committees specifically, but do say "All meetings of the association must be conducted in accordance with the latest available edition of Robert's Rules of Order."

Additionally, per our bylaws, "the president has the general powers and duties of management usually authorized for the office of president of a Hawaii corporation. This includes, among others, the power to appoint committees from  among the Owners from time to time as the president alone deems appropriate to assist in conducting the affairs of the association."

At this evening's meeting our President asked for volunteers from the board and from homeowners. He selected the few who raised their hands (2 owners and 1 director); at which time the director with a conflict of interest in this particular area said she wanted to be a committee member and President allowed her. President isn't always familiar with documents or RONR and sometimes proceeds with a decision until shown a rule saying otherwise. 

I'm unable to find anything more in our documents, and wondered how RONR addresses this. 

Thank you again.

There is nothing in RONR which would prohibit your President from making this appointment.

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3 hours ago, Aloha said:

I'm unable to find anything more in our documents, and wondered how RONR addresses this. 

Thank you again.

Directly, RONR (11th ed.) does not deal with COI, except as follows (pp. 407 - 408):

ABSTAINING FROM VOTING ON A QUESTION OF DIRECT PERSONAL INTEREST. No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. However, no member can be compelled to refrain from voting in such circumstances. 
VOTING ON QUESTIONS AFFECTING ONESELF. The rule on abstaining from voting on a question of direct personal interest does not mean that a member should not vote for himself for an office or other position to which members generally are eligible, or should not vote when other members are included with him in a motion. If a member never voted on a question affecting himself, it would be impossible for a society to vote to hold a banquet, or for the majority to prevent a small minority from preferring charges against them and suspending or expelling them (61, 63).
 

IMO, as a matter of law, applicable state statutes and IRS 501c rules may influence your organization's COI concerns, but are outside the parameters of this forum. Further, for additional information you should contact a qualified attorney.

Edited by Steven Britton
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