Board can appoint committee members

Q: Under committees in Article IX of our bylaws, it states "the association shall appoint an Architectural Control Committee as provided in the declaration and a nominating committee as provided in these bylaws. In addition, the board of directors shall appoint other committees as deemed appropriate in carrying out its purpose."

I am of the opinion that the board of directors is given sole authority when establishing other committees and that this includes the appointments and or approvals of all chairpersons and members of the committees that are created. However, there is one board member who insists that once a committee is formed and a chairperson is appointed that any unit owner can sit in as a member of a committee without being approved or appointed by the board.

I am also of the opinion that the board has the right to limit members on a committee. That matter is not addressed in any of our governing documents except for the number of homeowners to be members of the Internal Audit Committee in our covenants.

A: Robert's Rules of Order (rules on parliamentary proceedings) would support the position that the president and the board of directors are the sole authorities in establishing standing or special committees. One method of appointment is that the president appoints the chairman and members of the committee with the approval of the board. Unless the board has delegated its power to allow the chairman to appoint members to his or her committee, the normal procedure for appointments lies with the president and the board. The chairman could surely recommend members to the committee (or anyone else could make such recommendation), but the recommendation would have to be approved by the president and the board.

Unless otherwise stated in the association's governing documents, when it comes to the composition of the various standing or special committees, the board has the right to limit the number of committee members.

NRS 82.206 (NRS 82 is the section of state laws for nonprofit corporations) states that unless otherwise provided in the articles or bylaws, the board of directors may designate one or more committees. Each committee must have at least one director. Unless otherwise stated in the articles or bylaws, the board may appoint persons who are not directors to serve on the committees. It further states that no such committee may elect, appoint or remove any member of such committee. One other note is that no such committee may amend, alter or repeal any resolutions of the board unless it provides by its terms that it may be amended, altered or repealed by a committee.

NRS 116.31031 subsection 6 states that if the governing documents so provide, the board may appoint a committee with not less than three members to conduct hearings on violations and to impose fines.

The committee and its members are subject to all privileges and immunities and are subject to all duties and requirements of the board and its members.

Barbara Holland, certified property manager, broker and supervisory certified association manager, is president and owner of H&L Realty and Management Co. Questions may be sent to Association Q. & A., P.O. Box 7440, Las Vegas, NV 89125. Her fax number is 385-3759. Questions may be shortened and are subject to editing.