§ 2.1 Purpose of This Chapter
Chapter 1 establishes the Board's general authority to delegate operating decisions to committees of two directors operating under written charters. This Chapter applies that authority to Sommerset's specific Subcommittees: (a) the Subcommittees presently established, (b) the scope of each charter, (c) the dollar ceiling on each Subcommittee's spending authority, (d) the operating norms common to every Subcommittee, and (e) the mechanism by which the Roster — the list of directors currently assigned to each Subcommittee — is maintained and updated as directors come and go.
§ 2.2 Statutory Authority
Each Subject-Matter Subcommittee is a Board committee under Corporations Code § 7212 — a committee of two directors empowered to exercise the authority of the Board within the limits of the Subcommittee's written charter. Because each Subcommittee is composed of fewer than a majority of the directors, a Subcommittee meeting is not a Board meeting within the meaning of Civil Code § 4090 and is not subject to the noticing requirements of § 4920.
§ 2.3 Subcommittees Presently Established
2.3.1 Maintenance, Repair & Landscape Subcommittee (RML)
- Composition. Two directors. Members are listed in Appendix A.
- Scope of charter. All matters within the SMD domains for (i) construction, building maintenance, electrical, pool and spa, and related trades; and (ii) landscape, grounds, irrigation, and tree care. Includes scope review, bid solicitation and tabulation, vendor recommendations to the Board, change-order review, on-site inspection, monitoring of vendor performance against contract KPIs, acceptance or non-acceptance recommendations, and invoice review.
- Dollar ceiling. Up to $10,000 per incident on existing scope under existing Board-approved contracts. New contracts above $10,000 require full Board approval per Chapter 3 § 3.4.
2.3.2 Finance, Legal & Insurance Subcommittee (FLI)
- Composition. Two directors. Members are listed in Appendix A.
- Scope of charter. All matters within the FLI SMD domain — finance, audit, legal, governing documents, insurance, and risk — including engagement scope review for counsel, auditor, tax preparer, reserve study preparer, and insurance broker; review of draft deliverables prior to issuance; budget construction and variance review; insurance policy review and renewal coordination; CC&R and Bylaw drafting; litigation and claims oversight; coordination with the Treasury Subcommittee on cash management and reserve funding.
- Dollar ceiling. Up to $10,000 per incident on existing scope under existing Board-approved contracts. New engagements above $10,000 require full Board approval per Chapter 3 § 3.4.
2.3.3 Treasury Subcommittee
- Composition. Two directors. Members are listed in Appendix A.
- Scope of charter. Intra-Association cash management — non-discretionary, ministerial transfers among bank accounts titled in the name of the Association. Placement of Association funds in Board-approved investment vehicles. Release of funds against vendor invoices that have been signed off by the applicable SMD (see Chapter 3 §§ 3.8 and 3.9).
- Dollar ceiling. $100,000 per transfer; $100,000 aggregate per 90 days. Established by the Board Resolution to Authorize Intra-HOA Account Money Transfers, adopted May 8, 2026.
§ 2.4 Common Operating Norms
- Quorum and action. A Subcommittee acts by unanimous agreement of its two members. Disagreement is escalated to the full Board.
- Form of meeting. May meet in person, by telephone, by videoconference, or by exchange of writings (including email). A Subcommittee meeting is not subject to open-meeting noticing rules.
- Frequency. As frequently as the work requires; no minimum cadence.
- Documentation. Each Subcommittee maintains a contemporaneous written record of decisions, provided to the President, Secretary, and Management Company on request and at minimum at each Board meeting.
- Reporting. Each Subcommittee delivers a written Subcommittee Report to the full Board at each regular Board meeting.
- Coordination. Subcommittees coordinate informally when a matter overlaps domains. Joint action or escalation to the President for assignment.
- Revocability. The Board may at any duly noticed meeting modify or revoke any Subcommittee charter, change its composition, change its dollar ceiling, or absorb the matter into the full Board.
§ 2.5 Roster Maintenance
Subcommittee assignments change over time — directors resign, new directors are elected, and the Board may reassign directors among Subcommittees to balance workload or expertise. To allow Subcommittee membership to change without re-adoption of this Chapter, the current Roster is maintained as a separate appendix:
- Appendix A — Subcommittee Roster. Lists the directors presently assigned to each Subcommittee. Updated by motion at a duly noticed Board meeting and republished by the Secretary.
2.5.1 Process for Roster Updates
- Vacancy. On the resignation, removal, or term expiration of a director serving on a Subcommittee, the President may designate a replacement member on an interim basis, subject to ratification by the Board at its next regular meeting.
- New director appointment. When a new director joins the Board, the Board at the next regular meeting (or by UWC under § 4910(b)(3) for time-sensitive cases) assigns the new director to a Subcommittee or reaffirms the existing Roster.
- Reassignment. The Board may reassign directors among Subcommittees by motion at a duly noticed meeting. The amended Roster takes effect upon the close of the meeting.
- Republication. After any Roster change, the Secretary updates Appendix A and republishes the Manual (including the SommersetBoard.pro version). The body of this Chapter is not re-adopted; only the Appendix is updated.
§ 2.6 Adding New Subcommittees
The Board may, by motion at a duly noticed meeting, establish additional Subject-Matter Subcommittees with written charters following the template in this Chapter. Each new charter shall identify (a) the Subcommittee's name, (b) the scope of its charter, (c) its dollar ceiling, (d) the directors initially assigned, and (e) the reporting and documentation expectations under § 2.4. Candidate domains the Board may consider: Architectural Review (separate from the Architectural Committee under CC&R Article 7); Member Communications and Newsletter; Compliance, Violations and Hearings; and Reserve Study and Capital Planning. No Subcommittee may be composed of a majority of the directors.
Appendix A — Subcommittee Roster
As of June 25, 2026. Updated by Board motion; republished by the Secretary.
| Subcommittee | Directors Currently Assigned | Dollar Ceiling |
|---|---|---|
| Maintenance, Repair & Landscape (RML) | Terrance Ross · David McFarland | $10,000 per incident |
| Finance, Legal & Insurance (FLI) | Frank Cohee · Michael Kane | $10,000 per incident |
| Treasury | Frank Cohee · Michael Kane | $100,000/transfer; $100,000/90 days aggregate |
Roster history: Initial Roster adopted June 25, 2026, succeeding the Interim Subject-Matter Director Delegation of April 26–28, 2026.
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This Board Procedures Manual, including its structure, organization, drafting, language, and accompanying materials, is the proprietary work product of the Sommerset Homeowners Association, a California nonprofit mutual benefit corporation. It is intended solely for the internal use of the Association's Board of Directors, its committees and Subject-Matter Directors, the Association's contracted Management Company (acting on the Association's behalf and only with respect to the Association), the Association's members, and the Association's professional advisors.
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