New Proposal: Article Purpose
Proposed — Purpose
To establish effective collaboration with LCC committees and promote community engagement that improves outcomes for the Association.
Why This Matters
Why committees exist. A short purpose statement tells future boards how to read the rest of this article: committees are here to engage the community and get better results.
We borrowed the idea from Montpelier's city code, which opens each article with its purpose. If it works here, the same could be done for every article.
Sound Legal — Original
Section 5.1 Committees of the Board. The Board may appoint one or more committees comprised of two or more Directors to assist the Board in carrying out the Association's business. Except as prohibited under RCW 24.03A.575 or other applicable law, Committees of the Board may act with full force of the Board to the extent set forth in the meeting minutes or resolution creating the committee. Committees of the Board shall not be created with the intent of excluding Directors from participating in issues of importance where certain Directors, despite holding different opinions, wish to participate, except as may be appropriate to address matters involving a Director's conflict of interest or status as an opposing party with the Association in active or potential litigation. The Board may appoint and administer any committees called for by the Declaration. The appointment of any such committee shall not relieve the Board of its ultimate responsibility for the administration and management of the Association. Unless agreed to otherwise in the meeting minutes or resolution establishing the Committee of the Board, decisions made by a Committee of the Board shall promptly be conveyed to the entire Board, and Committees of the Board shall maintain written records of decisions that shall be kept with the Association's records.
Section 5.1 — Committees of the Board
The Board may appoint one or more committees of two or more Directors to assist the Board in carrying out the Association's business. Except as prohibited under RCW 24.03A.575 or other applicable law, Committees of the Board may act with full force of the Board to the extent set forth in the meeting minutes or resolution creating the committee. Committees of the Board shall be dissolved by resolution of the Board.
The Board may appoint any committees. The appointment of any committee shall not relieve the Board of its ultimate responsibility for the administration and management of the Association. The appointed committees may include members or other agents in an advisory role. Voting power is retained by the Directors.
Decisions made by a Committee of the Board shall be conveyed in writing to the Secretary within 7 days. Committees of the Board shall maintain written records of decisions that shall be kept with the Association's records.
For meetings and actions taken by Committees authorized to act for the Board, the Committee must comply with other notice and operational procedures the same as if a meeting of the Committee was a meeting of the Board.
Architectural Control Committee
As may be required or allowed by Declaration Article VII, the Architectural Control Committee ("ACC") shall be a permanent committee of the board with the following characteristics: The ACC shall be composed of three (3) Directors at any given time. The ACC may also include up to three (3) members in advisory roles. ACC decisions shall be determined by a majority vote by the Director members of the ACC and subject to appeal procedures set forth in the Covenants.
What Changed & Why
Committees that can act for the board. The board can create committees of two or more Directors and give them real decision-making power, within the limits of state law. The board can delegate the work, but not the accountability.
What's new:
- Members can join these committees as advisors, but only Directors vote.
- Decisions go in writing to the Secretary within 7 days and are kept with the Association's records, so there's a paper trail.
- The board ends a committee by resolution.
- The rule that these committees follow the same notice and meeting rules as the board moved here from the old Section 5.3.
- The Architectural Control Committee (ACC) moved here from the old Section 5.4. It's a permanent board committee of three Directors, with up to three members as advisors so experience carries over between elections. Only Directors vote, and appeals follow the Covenants.
Sound Legal — Original
Section 5.2 Advisory Committees. Advisory Committees, not having or exercising the authority of the Board in the management of the Association, may be appointed by the President or the Directors, and such committees may be composed of at least one or more Owner of the Association. Unless prohibited in the meeting minutes or resolution establishing an Advisory Committee, any privilege under the law that would apply to a Director shall also extend to an Advisory Committee member. Notwithstanding anything to the contrary herein, an Advisory Committee member may not exercise any powers of the Board of Directors.
Section 5.2 — Advisory Committees
Advisory Committees may be established by resolution of the Board of Directors. Advisory Committees may not exercise the authority of the Board in the management of the Association.
The chair of the committee shall be appointed (or approved) by the Board. Including the chair, the Board may appoint up to three (3) members to serve in each advisory committee who shall retain all protections under the law. These members shall be in good standing at the time of appointment and their names shall be stated in the current resolution of the committee.
Participation on advisory committees is open to any resident of LCC. Committee meeting location, times, and mode are determined by the chair of the committee. Advisory committees may be dissolved by resolution of the Board.
Advisory committees are not held to the same requirements for notice, records, and executive sessions as meetings of the board.
All recommendations submitted by an Advisory Committee through its chair shall be placed on the agenda of the Board at the next regular meeting. The Board shall record in the meeting minutes the disposition of each recommendation — adopted, rejected, or deferred — together with a brief statement of the reason. The Secretary or the Board's designee shall maintain a log of Advisory Committee dispositions, which shall be made available to Members.
Nothing in this section precludes the Board from setting policies that shall apply to all advisory committees.
What Changed & Why
Advisory committee or work group? What we've always called our committees, like the Lake Committee, are really work groups: volunteers, open to every resident, doing the hands-on work.
In the bylaws, an advisory committee is smaller and more formal: one to three people the board appoints by name, led by a chair. The chair is responsible for the committee's volunteer work and can run a work group that anyone can join. We'll keep calling it "the Lake Committee," but in the bylaws, the advisory committee is the appointed few, and the work group is everyone who helps.
Advisory committees research and recommend; they can't make decisions for the board. Almost all of this section is new, so it isn't bolded.
- The whole board creates each committee and appoints its chair. Before, the President alone could appoint one.
- Any resident can join the work. The chair decides when, where, and how the group meets, and others join on those terms, so one volunteer isn't stuck accommodating everyone.
- Up to three appointed members, including the chair, get legal protections under the law.
- Board meeting rules for notice, records, and closed sessions don't apply, which keeps volunteer work simple.
- The board can set policies that apply to all advisory committees.
Comply or explain. Every recommendation goes on the next board agenda. The board records whether it adopted, rejected, or deferred it, and why, and members can see the log. The board doesn't have to agree with a committee, but it can't ignore one. Volunteers who see their work answered on the record keep volunteering, and some go on to lead.
Sound Legal — Original
Section 5.3 Committee Procedure. For meetings and actions taken by Committees authorized to act for the Board, the Committee must comply with Section 3.15 above and other notice and operational procedures the same as if a meeting of the Committee was a meeting of the Board.
Section 5.3 — Committee Procedure
This section has been folded into Section 5.1 and Section 5.2. Open the Sound Legal tab to see the original wording.
What Changed & Why
Moved, not removed. Each kind of committee is now described in one place. The rule that board committees follow board meeting rules is in Section 5.1. The advisory committee rules, including comply or explain, are in Section 5.2.
Sound Legal — Original
Section 5.4 Architectural Control Committee. As may be required or allowed by Declaration Article VII, the Architectural Control Committee ("ACC") shall be comprised of three (3) Directors serving for three (3) year terms. The Board may alter the terms of the ACC members so that their terms are staggered. The removal or resignation of any ACC member from the Board will automatically serve as resignation from the ACC. ACC decisions shall be determined by a majority vote by the members of the ACC and subject to appeal procedures set forth in the Declaration.
Section 5.4 — Architectural Control Committee
This section has been folded into Section 5.1. Open the Sound Legal tab to see the original wording.
What Changed & Why
Moved into Section 5.1. The ACC is a committee of the board, so its rules now sit with the other board committees in Section 5.1. One change: instead of fixed three-year terms, the ACC is simply three Directors at any given time, so it changes as the board changes.