[SPAM] RE: [WSBARP] Removal of Committee members in HOA

Fri May 9 12:35:47 PDT 2014

Check the bylaws to see how they can be amended. Sometimes the board can
amend them without a vote or approval of the members. If so, the board can
change the 3 year appointment to an at will appointment or add a provision
to remove committee members by board vote.

From: wsbarp-owner at lists.wsbarppt.com
[mailto:wsbarp-owner at lists.wsbarppt.com] On Behalf Of Rob Wilson-Hoss
Sent: Friday, May 09, 2014 12:32 PM
To: wsbarp at lists.wsbarppt.com
Subject: RE: [WSBARP] Removal of Committee members in HOA

Bryce, I know your question has to do with whether the Board can remove a
committee member, but there are overall broad issues with committees that
may matter to the answer. First, you should check the governing documents
to see what the rules of procedure are that apply; if Robert's Rules of
Order are specified, they may have something in them about this. 

Second, if this is a 24.03 nonprofit, you may want to look at the
committee statutes:

24.03.065(2) A corporation may have one or more member committees. The
creation, makeup, authority, and operating procedures of any member
committee or committees must be addressed in the corporation's articles of
incorporation or bylaws(not covenants, apparently).

Some judges take this sort of thing quite literally, no matter how dumb it
may seem to require all of that for each committee in the bylaws or
articles, especially where the committee has no power to act for the
Board.  

And as for committees of Board members, there is,

24.03.115 If the articles of incorporation or the bylaws so provide, the
board of directors, by resolution adopted by a majority of the directors
in office, may designate and appoint one or more committees each of which
shall consist of two or more directors, which committees, to the extent
provided in such resolution, in the articles of incorporation or in the
bylaws of the corporation, shall have and exercise the authority of the
board of directors in the management of the corporation:  ....

So, for committees made up of members only, which cannot act for the
Board, the articles or bylaws have to include essentially an enabling
resolution for each. But for Board committees which can act for the Board,
these only need a stand-alone enabling resolution. I am not nearly smart
enough to understand that logic. 

What I have done forever is to just tell Boards that committees are
advisory, and that the Boards need to ratify, perhaps on a consent agenda,
whatever actions a committee takes, so that it is a Board action and the
committee statutes do not provide fodder for the inevitable member on a
mission to disrupt things. 

Where does this leave your committee, which is created not in the articles
or bylaws, but in the covenants?  There is no clear answer, but start by
reading Hartstene Point Maintenance Ass'n v. Diehl, 95 Wash. App. 339. And
then there is Canterwood v. Hill Design, 133 Wash. App. 1001, which can
politely be described as perhaps not completely unassailable in terms of
its logic and construction of the statutes.

Generally, if a committee is constituted in violation of the statutes or
the governing documents, which yours may well be, then there may be issues
with it that are more extensive than who the committee members are.  

Rob  

Robert D. Wilson-Hoss 
Hoss & Wilson-Hoss, LLP 
236 West Birch Street 
Shelton, WA 98584 
360 426-2999

www.hossandwilson-hoss.com
rob at hctc.com

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From: wsbarp-owner at lists.wsbarppt.com
[mailto:wsbarp-owner at lists.wsbarppt.com] On Behalf Of Bryce Dille
Sent: Friday, May 09, 2014 11:49 AM
To: wsbarp at lists.wsbarppt.com
Subject: [WSBARP] Removal of Committee members in HOA

List mates if the bylaws of a non-condo HOA states the B of D may appoint
committees and the CC and Rs state the B of D appoints ACC committee
members for a 3 year term each with no language on removal by the B of D
can the B remove a member of the ACC before expiration of the term if B
feels members of the ACC are being too arbitrary in their actions and may
create litigation involving the Assoc

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