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.
Unless agreed to otherwise in the meeting minutes or resolution establishing the Committee, 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.
Committee Notes
Board committees can carry board authority but cannot be used to exclude dissenting directors from matters of importance. The anti-exclusion clause is meaningful — committees are tools to distribute work, not mechanisms to sideline board members who disagree. All committee decisions must be reported to the full board and kept in association records. This section is under active review.
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.
Committee Notes
Advisory committees open meaningful participation to non-director owners. They can advise, research, and recommend, but cannot take board action. Legal privileges (such as attorney-client privilege in litigation contexts) may extend to advisory committee members, protecting their deliberations. The no-powers limitation ensures advisory committees remain advisory. This section is under active review.
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 and other notice and operational procedures the same as if a meeting of the Committee was a meeting of the Board.
Committee Notes
Board-authority committees must follow the same open-meeting rules as the full board — including the 15-minute owner comment period (Section 3.15). Committees with board authority cannot operate in secret. This section is under active review.
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.
Committee Notes
The ACC must be composed of directors — not non-director owners — under this provision. If the ACC leaves the board, they leave the ACC. ACC decisions require a majority vote and are appealable under the Declaration. The committee should consider whether non-director owner participation on the ACC would strengthen community input on architectural decisions. This section is under active review.