By Curtis G. Kimble
One of the most powerful but overlooked tools at the disposal of an association board is that of committees.
HOA boards can face a number of issues and be pulled in many directions that would tax any full time, paid board. But HOA boards are volunteer and are not full time. To deal with this and to avoid board member burnout, many associations elect a large board – 5, 7 or even 9 members. However, having a large board presents many difficulties. It is often difficult to find enough willing and able people to fill a 3 or 5 person board, and larger boards are that much more difficult to fill. Additionally, it is no small task to schedule and gather together a large board.
Committees are an invaluable tool in HOAs where volunteers sufficiently capable of dedicating the time, attention and skills required to serve on the board tend to be hard to come by. It is often effective for an association to have a small board and then any number of committees in order to extend the board’s reach, ability and effectiveness. This allows the benefits of a smaller board without necessarily sacrificing the distribution of workload that comes with a bigger board. It also helps reduce board member burnout.
For purposes of this discussion, I’ll break committees into two types: committees of the board, and regular committees.
Committees of the Board.
A committee of the board is a small subset of the board and is composed solely of board members. It has the full power of the board to make decisions and take actions to the extent specified by the board or the governing documents (CC&Rs, bylaws, etc.). See Utah Code Section 16-6a-817. In this way, a committee of the board is like an officer of the association, except instead of just one person, it’s made up of two or more people, all of which must be board members.
While a committee of the board has the power and authority of the full board as to issues within its purview, it is also subject to the same requirements as the board that are set forth in the Nonprofit Corporation Act regarding meetings, action without meeting, notice, waiver of notice, and quorum and voting requirements. Those requirements are protections to the individual members of the committee. For instance, the requirement of the Nonprofit Act regarding giving at least two days' notice of a special meeting of the board to each board member is a protection to each board member against some board members holding special meetings without fair notice to all board members.
However, meetings of a committee of the board are not necessarily subject to the open meeting requirements of the Condo Act or Community Association Act (Sections 57-8-57 and 57-8a-226) because those open meeting requirements apply to the entity with primary authority to manage the affairs of the association, and such a committee is generally not that entity. Instead, such a committee is, again, like an officer of the association, who may make decisions without an open meeting.
Regular committees do not have to be composed of board members. They are established by the governing documents or by the board and they are composed of the members established by the board or the governing documents. They can be temporary, ad hoc committees, or they can be more permanent, standing committees.
Regular committees do not have the power of the board to make decisions or take actions, that is to say, they may not exercise any power or authority reserved to the board by the law or the governing documents. At the same time, regular committees aren’t bound by the same requirements as the board regarding meetings, action without meeting, notice, waiver of notice, and quorum and voting requirements. The board or the governing documents establish any rules of procedure for the committee, if desired. Regular committees provide the advice, service, and assistance to the association and carry out the duties and responsibilities for the association specified in the governing documents or by the board.
With any committee, it is important that, through a board resolution, the board clearly specify the committee’s name, purpose, responsibilities, term, number of members, and designation of the members of the committee, unless those items are spelled out in the CC&Rs or bylaws (which is common for an architectural review committee). When appropriate, for instance, with ad hoc committees, there should be a specific termination point by which the committee should have met its objectives.
Examples of committees include a maintenance committee, a nominating (or elections) committee, an architectural control committee, a budget/finance committee, a communications committee, a rules enforcement committee, a newsletter committee, and a social committee.
Committees have many purposes and benefits. They can prepare members to serve on the board, they let prior board members remain active as association volunteers, they allow members to be active and involved in association issues and operations, and they allow the board to take advantage of the wide range of talents and expertise available via the members of the association. They can help the board by gathering information and making recommendations. Finally, committees broaden the board’s knowledge and awareness of the “pulse” of the community, that is, the homeowners’ opinions, attitudes and desires for the direction of the community.
If used effectively, committees can greatly enhance the operation and governance of any homeowners association.