Evaluating the works done by your committees
This week, we’ll discuss the wisdom behind a board in Florida’s decision to disband its committees and return all their responsibilities to the board without giving notice to the members.
According to Lisa Magill who gives advice to Florida community associations and works at Kaye, Bender & Rembaum, located in Pompano Beach Fla., "There's no requirement in Florida to maintain committees. Everything is dependent on the authority from the governing documents.”
"Committees are there to ease the burden on the board," she also stated. "You have some that will do certain investigations on your behalf and report back to the board or committees that take on pet projects, such as the social committee. But if the board thinks they can take the whole responsibility on themselves, that's their prerogative."
The state law and governing documents in Illinois would affect such a decision. "Some declarations establish certain committees as part of the declaration," in the words of James P. Arrigo, of Rathje & Woodward in Wheaton, Ill., who has represented and counseled HOA as well as condominium associations with 6 to 1,600 units for 14 years and counting. "They'll say, 'This is what it is and how it's to be comprised.' So in Illinois, you potentially run into a problem if you disband a committee mentioned in the documents."
According to Arrigo, if a committee is added to the governing documents, you have to consider whether or not it is properly composed. "All associations are nonprofits, and the state's nonprofit corporations act was changed so that that if a committee wields any authority of the board, it must have a specific membership of no fewer than two members of the board and no fewer than the majority of the board. So it comes down to what the declaration says. If it's mandated by the covenants, allow it to continue, but you may need to amend your rules to comply with the statutes in the state to make sure membership on the committee complies with what the law requires."
California has a similar provision. "In most of our documents, the only committee that would have power of its own is the architectural review committee," stated Susan Hawks McClintic, who is the chair and co-managing shareholder of the community association transactional practice group at Epsten Grinnell & Howell, a law firm in San Diego. "It's rare to have others have any of their own decision-making authority.
In her words "Also, under California law, a committee can't exercise decision making power of the board unless it consists solely of board members. But if the bylaws grant another committee their own authority, the board doesn't have control over them."
So you might actually have the requisite authority to get rid of all your committees, but the question is- is it really advisable?