If a HOA has only 8% of the community show for a meeting and a committee is formed with no other names solicited or allowed to be part of said committee, is this considered false representation by the Board not to allow any other members on the committee?

ANSWERS:

Generally speaking, in order to conduct association business at an association owners meeting, a quorum of owners must be present.

Despite the foregoing, the Board generally has the power to form committees and appoint committee members without conducting an owners meeting.

David G. Hellmuth
Attorney at Law
Direct dial: (952) 746-2107
dhellmuth@hjlawfirm.com
8050 West 78th Street
Edina, MN 55439
Phn: (952) 941-4005

A board of directors usually will usually be granted the authority under the association’s by-laws or the applicable state non-profit corporation act to establish committees and appoint members to such committees, who, in turn, serve at the pleasure of the board of directors. So, the # of members attending a particular meeting is not an issue. The bottom line is that whatever means or method that a board of directors elects to utilize or follow to appoint committee members will likely be non-challengeable.

Nelson Mullins Riley & Scarborough, LLP
Patrick F. O’Dea, Esq.
3751 Robert Grissom Parkway, Suite 300
Myrtle Beach, SC 29577-6412
Phone: (843) 946-5631
patrick.odea@nelsonmullins.com
www.nelsonmullins.com

Unless there is a provision in the Governing Documents (Declaration, Bylaws, Rules/Regulations) to the contrary, the Board may establish such ad hoc committees as it sees fit and delegate to that Committee such activities as it believes appropriate (as long as they are not within the non-delegable duties listed in the statute). The composition of the Committee is also up to the Board. If members don’t like the way the current Board is operating, then the current Board (or at least a majority of it) should be removed in the method permitted by the Governing Documents and new Board members elected (or appointed) to fil the vacancies.

Sara A. Austin
Austin Law Firm LLC
226 E. Market St.
York, PA 17403
717.846.2246 phone
717.846.2248 fax
saustin@austinlawllc.com

Your question raises the distinction between what is lawful and what is a “best practice.” Many times the law does not require what we might consider to be best practices. Most bylaws give a board broad authority to appoint committees. If the HOA board decided to appoint only members who appeared at a meeting and no other volunteers, it likely acted within its authority to do so. Clearly, if the board is seeking to solicit a cross section of the community’s members to serve on the committee, the better practice would be to send a communication describing the purpose of the committee and invite anyone who wished to be considered to submit a written statement indicating their interest and background. The board, after reviewing those statements, would then choose the appropriate number of members to serve on the committee. But unless the HOA bylaws provide otherwise, it is unlikely that there is anything unlawful about what the board did in this instance.

J. David Ramsey
Becker & Poliakoff
1776 on the Green
67 Park Place, Suite 702
Morristown, NJ 07960
Tel: 973.898.6502
DRamsey@bplegal.com