In a community association, committees are a necessary aspect of the association,
they are often used to help accomplish the many tasks required of the board of directors.
Committees are a way to formally bring people, who may have expertise on a subject,
together to share information, coordinate actions and possibly do research which is then
taken to the board for consideration and action. Committees can widen viewpoints, help
the board make decisions appropriate for the association and share some of the responsibilities
required of the board of directors.
Getting the Vote: What it Takes to Change Your CC&R'sBeth Mulcahy
Mulcahy Law Firm, P.C. puts together an easy, 5 step plan for amending your Community Association documents. Reserve Funds are also discussed, including how to make, keep, and grow your community association's investments.
Lunch with Mulcahy: What are the Legal Ramifications of Board Inaction?Beth Mulcahy
What happens when the association fails to file for nonprofit corporation status; does not follow the Arizona open meeting law, does not hold board meetings or annual meetings, does not have an annual audit conducted, procure adequate insurance for the association or follow state laws. These issues and more plus the Top 10 Things you need to Know about Community Association Law.
Currently, Arizona law does not require a developer or an association to create
and fund reserves for a community association. However, adequate reserve funding is in the best financial interest of the association. Reserve funding allows an
association to provide for the repair, maintenance and replacement of the association’s assets as the community ages.
The Meisner Law Group - Community Association Seminar pt 4Robert M. Meisner
Slides from the fourth evening of our four-week course offered October 4 through October 25, 2016 for Michigan community association board members, managers and owners. If you missed this one, we will be offering courses again in the spring and fall of each year.
Getting the Vote: What it Takes to Change Your CC&R'sBeth Mulcahy
Mulcahy Law Firm, P.C. puts together an easy, 5 step plan for amending your Community Association documents. Reserve Funds are also discussed, including how to make, keep, and grow your community association's investments.
Lunch with Mulcahy: What are the Legal Ramifications of Board Inaction?Beth Mulcahy
What happens when the association fails to file for nonprofit corporation status; does not follow the Arizona open meeting law, does not hold board meetings or annual meetings, does not have an annual audit conducted, procure adequate insurance for the association or follow state laws. These issues and more plus the Top 10 Things you need to Know about Community Association Law.
Currently, Arizona law does not require a developer or an association to create
and fund reserves for a community association. However, adequate reserve funding is in the best financial interest of the association. Reserve funding allows an
association to provide for the repair, maintenance and replacement of the association’s assets as the community ages.
The Meisner Law Group - Community Association Seminar pt 4Robert M. Meisner
Slides from the fourth evening of our four-week course offered October 4 through October 25, 2016 for Michigan community association board members, managers and owners. If you missed this one, we will be offering courses again in the spring and fall of each year.
If you would like to enter the world of online Cryptocurrency trading with modern Cloud Mining platform then you are on your right way. Investments with Cryptoheritage are affordable and safe. Our team works tirelessly to ensure that each and every one of our clients receives the attention they deserve and reaches great success and growth throughout their investment career.
Managing a subdivision or a homeowner's association requires an unpaid, all volunteer panel of Board Members who are responsible for governing the bylaws, amendments and covenants of your subdivision. Too often, Board members lack the knowledge to maintain operational structure, have limited understanding or resources upon which to draw from or skills to organize a majority-driven community for long-term sucess.
This presentation goes over some of the basics of Homeowners' Associations in Fairfax County. What HOA's are, who can join them, how they are governed, and their responsibilities and powers are all detailed in this presentation.
Company Meetings
Outline
Kinds of company meetings
Statutory report
Meetings of board of directors
Procedure and conduct at general meetings
Company resolutions
Legal conditions of various forms of business organizations
KINDS OF COMPANY MEETINGS
Statutory meeting
Annual general meeting
Extra-ordinary general meeting
Statutory Meetings(Section 157)
First meeting of the members of a public limited company. It is held only once
It is held by every public limited company
limited by shares
limited by guarantee and
private company converted into a public company
Shall be held within a period of not less than 3 months nor more than 6 months
How meeting is convened ?
Annual General Meeting(Section 158)
Every company shall hold a general public meeting of its members every year
Notice of meeting
Place of meeting
Business to be conducted
Consideration and adaptation of the audited annual accounts of company
Declaration of dividends
The election of directors
Appointment of directors
Extra-Ordinary General Meeting(section 159)
“All general meetings other than annual
general meeting and statutory
meeting shall be called
extra-ordinary general meeting”
How the meeting is called?
What should be the purpose
of meeting?
Statutory Report(section 153(3))
Report which is sent by the Board of Directors to all members
Report shall be circulated 21 days before the statutory meeting
The statutory report shall be certified by not less than three directors
One of whom shall be the chief executive of company
Contents of Statutory Report
Brief account of the state of company’s affairs
Total number of shares allotted
Total amount of cash received
Names, address and occupation of directors
Particulars of contract and modification
Extent to which underwriting contacts have been carried out
MEETING OF BOARD OF DIRECTORS
Three ways for carrying out affairs of company by directors
Telephonic conversation
Circular resolution
Board meetings
In board meetings board should explain
Notice of board meeting
Restriction on power of directors
Quorum for board meeting
Minutes of board meetings
Procedure and Conduct at GeneralMeetings
The procedure of holding of general meeting is usually described in the articles of a company.
Company ordinance section 160 provisions related to conduct of company meetings:
Notice of meeting Conduct of business
Quorum Voting and poll
Chairman Voting by proxies
Adjournment of meeting Minutes of meeting
resolutions
Company Resolution
“An item is put before the members of a company in the form of a proposal if it is approved by majority it becomes a resolution”
Types of company resolution
Ordinary resolution
Special resolution
Presented by FMC’s Tom Houston and Margot Patterson at the Canadian Chamber of Commerce Industry Association Business Roundtable, this presentation looks at the new rules and related implications, roles and responsibilities that arise from the Canada Not-for-Profit Corporations Act.
If you would like to enter the world of online Cryptocurrency trading with modern Cloud Mining platform then you are on your right way. Investments with Cryptoheritage are affordable and safe. Our team works tirelessly to ensure that each and every one of our clients receives the attention they deserve and reaches great success and growth throughout their investment career.
Managing a subdivision or a homeowner's association requires an unpaid, all volunteer panel of Board Members who are responsible for governing the bylaws, amendments and covenants of your subdivision. Too often, Board members lack the knowledge to maintain operational structure, have limited understanding or resources upon which to draw from or skills to organize a majority-driven community for long-term sucess.
This presentation goes over some of the basics of Homeowners' Associations in Fairfax County. What HOA's are, who can join them, how they are governed, and their responsibilities and powers are all detailed in this presentation.
Company Meetings
Outline
Kinds of company meetings
Statutory report
Meetings of board of directors
Procedure and conduct at general meetings
Company resolutions
Legal conditions of various forms of business organizations
KINDS OF COMPANY MEETINGS
Statutory meeting
Annual general meeting
Extra-ordinary general meeting
Statutory Meetings(Section 157)
First meeting of the members of a public limited company. It is held only once
It is held by every public limited company
limited by shares
limited by guarantee and
private company converted into a public company
Shall be held within a period of not less than 3 months nor more than 6 months
How meeting is convened ?
Annual General Meeting(Section 158)
Every company shall hold a general public meeting of its members every year
Notice of meeting
Place of meeting
Business to be conducted
Consideration and adaptation of the audited annual accounts of company
Declaration of dividends
The election of directors
Appointment of directors
Extra-Ordinary General Meeting(section 159)
“All general meetings other than annual
general meeting and statutory
meeting shall be called
extra-ordinary general meeting”
How the meeting is called?
What should be the purpose
of meeting?
Statutory Report(section 153(3))
Report which is sent by the Board of Directors to all members
Report shall be circulated 21 days before the statutory meeting
The statutory report shall be certified by not less than three directors
One of whom shall be the chief executive of company
Contents of Statutory Report
Brief account of the state of company’s affairs
Total number of shares allotted
Total amount of cash received
Names, address and occupation of directors
Particulars of contract and modification
Extent to which underwriting contacts have been carried out
MEETING OF BOARD OF DIRECTORS
Three ways for carrying out affairs of company by directors
Telephonic conversation
Circular resolution
Board meetings
In board meetings board should explain
Notice of board meeting
Restriction on power of directors
Quorum for board meeting
Minutes of board meetings
Procedure and Conduct at GeneralMeetings
The procedure of holding of general meeting is usually described in the articles of a company.
Company ordinance section 160 provisions related to conduct of company meetings:
Notice of meeting Conduct of business
Quorum Voting and poll
Chairman Voting by proxies
Adjournment of meeting Minutes of meeting
resolutions
Company Resolution
“An item is put before the members of a company in the form of a proposal if it is approved by majority it becomes a resolution”
Types of company resolution
Ordinary resolution
Special resolution
Presented by FMC’s Tom Houston and Margot Patterson at the Canadian Chamber of Commerce Industry Association Business Roundtable, this presentation looks at the new rules and related implications, roles and responsibilities that arise from the Canada Not-for-Profit Corporations Act.
The Essentials of Board Governance
Presented by Fran Whittenburg Alvis, Homeless & Housing Coalition of Kentucky
The Board of Directors sets the tone and direction of the organization. Creating an effective Board is a continual
process that includes recruitment, engagement, and development. Effective Board leadership and governance helps ensure that an organization can operate at its fullest capacity. Whether you are the CEO of the agency or serve on the Board of the agency, this session will give you the tools to use to improve the effectiveness of your Board.
This toolkit has been developed to assist the members of the Hillcrest Community Committee to understand and undertake the management of their community organization.
We are born in nonprofit hospitals, we leave our children in nonprofit child care, we are educated at nonprofit schools and universities, and we come together in nonprofits seeking social justice, we are inspired in nonprofit museums and theatres, we worship in nonprofit churches, synagogues and mosques and we rely on nonprofits when challenges confront families and tragedy strikes our communities.
The nonprofit sector is like air -- it is all around us.
2. THE ARIZONA OPEN MEETING LAW
A.R.S. 33-1804 / CONDO A.R.S. 33-1248
In 2011, the Arizona Open Meeting Law A.R.S. 33-1804 / CONDO A.R.S. 33-1248
was amended to add requirements and restrictions on committees. Regularly scheduled
committee meetings must now follow the Arizona open meeting law which requires
proper notice of the meeting, conducting a committee meeting as an open meeting and
requiring an agenda at every meeting.
In a community association, committees are a necessary aspect of the association,
they are often used to help accomplish the many tasks required of the board of directors.
Committees are a way to formally bring people, who may have expertise on a subject,
together to share information, coordinate actions and possibly do research which is then
taken to the board for consideration and action. Committees can widen viewpoints, help
the board make decisions appropriate for the association and share some of the responsibilities
required of the board of directors.
Check your governing documents, but most association governing documents give the
board of directors the power to establish committees for various functions.
3. COMMITTEE TYPES
Executive Committees:
Executive committees have well defined powers that are usually spelled out in the
bylaws and meet frequently to manage the affairs and further the purposes of the
association.
Standing Committees:
A standing committee is typically established by an official and binding vote providing
for its scope and powers. Standing committees can meet on a regular or irregular
basis. The committee retains any power or oversight claims originally given them until
subsequent actions by the association board of directors disbands the committee.
Working Committees:
A working committee is also called an ad hoc committee, it is established to accomplish a
particular task or to oversee an ongoing area in need of oversight. They are
typically temporary committees. Many ad hoc committees are established to complete
research.
4. COMMITTEE FUNCTIONS
It is important to note: The board of directors typically enforces the CC&Rs, not a
committee.
Governance: a committee may have a specific function
(architectural design committee). The committee is
given the power to make decisions or take actions.
Some or all powers may be limited in a committee of
this type.
Coordination: it is typical to have smaller committees
with more specialized functions, for example, finance
committee, capital improvement committee or a
social committee.
5. COMMITTEE FUNCTIONS con’t
Research and Recommendations: committees are often formed to do research and
make recommendations on a potential or planned project or change. For example, an
association considering a capital improvement project might create a temporary
working committee of several people to obtain bids, find contractors, review options,
and make recommendations to the board of directors. These committees are typically
dissolved after issuing recommendations which are generally in the form of a final
report to the board of directors.
Project Management: Please be mindful that it is not generally considered good
management to give responsibility to a committee to actually manage a project,
however, it does happen. The problem is that no single person can be held
accountable for the performance of the committee and the project as a whole.
6. SET EXPECTATIONS
The governing documents, president and board of directors set the tone
regarding the working aspects of any committee established. The president
should clearly state expectations (which are captured in the minutes) such as
responsibilities, powers assigned and not assigned to the committee, when
the board expects the committee to meet, requirements for presentation of
written committee reports, date for completion (if there is one) and specifics
required in the final report.
7. COMMITTEE
REQUIREMENTS/SUGGESTIONS
Regularly scheduled committees must give 48 hours notice: Unless an
association’s documents provide otherwise, an association must give notice to
its members of meetings by newsletter, conspicuous posting or any other
reasonable means at least 48 hours in advance of the meeting. The notice
must state the date, time and place of the meeting.
Use an agenda: Arizona’s Open Meeting Law A.R.S. 33-1804 / CONDO A.R.S. 33-
1248 now requires that an agenda be used for all open meetings, including
regularly scheduled committee meetings. All committees will benefit from the
use of an agenda distributed well in advance of the committee meeting,
allowing members time to do any research necessary regarding a topic. Using
an agenda is one of the most important aspects of a productive meeting. The
agenda should include enough detail to help the members prepare for the
meeting and act as a guideline to keep the meeting on track.
The agenda should include: meeting start time; meeting adjournment time;
location; topic headings; time allotted for each topic; main points to be
discussed under each topic; and the presenter for each topic. When followed,
the agenda keeps everyone on topic moving forward.
8. COMMITTEE
REQUIREMENTS/SUGGESTIONS Con’t
Architectural Committee Chair: Membership on an architectural
review committee, a design review committee or a committee
that performs similar functions, however denominated shall
include at least one member of the board of directors who
shall serve as chairperson of the committee.
Meeting Procedure: Governance committees may want to use a
more formal meeting process including the use of Roberts
Rules of Order. Other types of committees typically operate
informally. Regardless, the chairperson sets the tone and is
responsible for running the meeting, keeping discussion
moving forward and guiding the committee to appropriate
action/decision.
9. COMMITTEE RESPONSIBILITIES
Committees should record actions of the committee meeting by creating meeting
minutes. The minutes of the most recent meeting should be circulated to
committee members before the next meeting and sent to the board of
directors. Accurate notes and minutes should be kept for each decision,
rationalization and action taken.
The board of directors should establish specific committee responsibilities (with
respect to governing documents) for each committee working for the
association.
For example: The architectural review committee’s responsibility requires that
committee members are familiar with the standards, aesthetics and the rules
and regulations of the association allowing them to apply these to each
request. The committee must strictly adhere to time lines for approval or
disapproval. Consistent, unbiased application of the architectural design policy
is important. Committee members should be able to clearly rationalize each
decision the committee makes and decisions should follow the governing
documents or architectural policies established. Notes regarding actions for
each property considered should be recorded and those notes should be
placed in the appropriate lot/unit folder.
10. COMMITTEE PARTICIPATION
Increasing participation in committee work not only helps with the association’s business work load and the particular
project(s) the committee(s) might be working on, but committees are also a great training ground for future board
members.
Suggestions for increasing committee participation:
• Committee chairs should understand and convey the role of the committee to its members.
• Provide an orientation that describes the committee’s responsibilities.
• Have ground rules that support participation and attendance, such as starting and ending on time, simple
parliamentary
procedures to ensure that the meeting moves forward and accomplishes tasks.
• Have an appropriate number of committee members. Too many members is often a deterrent to accomplishing
anything.
• Consider yearly committee evaluations of the members and the effectiveness of the committee.
• Provide individual assignments to the committee members to help spread the work and give members a feeling
of accomplishment.
• Provide a staff member to help with administrative support and provide information.
• For board of director's committees, monitor quorum requirements to ensure business can be completed.
• Develop a committee attendance policy that specifies the number of times a member can be absent.
• Generate minutes for each committee meeting.
• Include who is present and who is absent in committee meeting reports.
• Consider removing low-attendance members and find another venue in which they can help the association.
• Rotate in new members as necessary; consider adding and removing members on a yearly basis.
• The board of directors should recognize the work of their committees, thank them, and take their suggestions
under advisement.
11. Mulcahy Law Firm, P.C. Cheat Sheet
This publication discusses significant
points of law as they apply to community
associations and is not intended to offer
specific legal advice or responses
to individual circumstances or problems.
12. Mulcahy Law Firm, P.C. Cheat Sheet
Committee Basics ♦ June 2013 ♦ MULCAHY LAW
FIRM, P.C. ♦ Phone: 602.241.1093 ♦
E-mail: bmulcahy@mulcahylaw.net
All Mulcahy Cheat Sheets are available on-line
at: www.mulcahylawfirm.net