MANDATORY COMMITTEES
Mandatory committees exist independently of the board because they are established by an association's governing documents (CC&Rs or bylaws). This kind of committee cannot be abolished by the board. The most common example of a mandatory committee is the Architectural Committee. Such committees continue from board to board and its members continue to serve until their successors are chosen. (Robert’s Rules, 11th ed., p. 502.) Unless the governing documents provide otherwise, its members can be replaced at will by the board.
STANDING COMMITTEES
Unlike ad hoc committees that perform a single task and then cease to exist, standing committees have a continued existence because their assigned task is ongoing over the term of the board. Examples are the finance committee and welcoming committee. Although its task may be ongoing, a standing committee can be dissolved at any time by the board of directors.
AD HOC COMMITTEES
Special or ad hoc committees are temporary committees established by the board of directors to address a specific issue. Examples include the following:
- Budget Committee. Prepares a draft budget for the next fiscal year.
- Decorating Committee. Makes recommendations on paint colors, carpeting, etc. for a specific project.
- Rules Committee. Updates the association's rules for final approval by the board and/or holds violation hearings and makes recommendations to the board regarding penalties.
- Insurance Committee. Investigates appropriate levels of coverage and carriers that offer competitive pricing.
- Litigation Committee. Formed to address legal issues.
Limited Duration. Ad hoc committees have limited duration. Unless the governing documents provide otherwise, ad hoc committees and their members serve at the pleasure of the board and can be dissolved at will by boards of directors.
- Committees cease to exist automatically whenever a new board is elected. This is true even if there is a partial change in board membership, i.e., only two of five directors are elected at the annual meeting. However, this does not apply to the individual replacement of directors who resign or who otherwise vacate their seats. (Robert’s Rules, 11th ed., p. 488-489.)
- Once an assigned project has been completed, the committee automatically dissolves unless the board assigns additional projects to the committee. (Robert’s Rules, 11th ed., p. 492.) An exception to the automatic termination of an ad hoc committee may occur when a committee is tasked with researching a matter that may extend into the term of the next board. Committees created for a specific purpose continue to exist until the duty assigned to them is accomplished. (Robert’s Rules, 11th ed., p. 502.) For example, a committee preparing recommendations for redecorating the lobbies would continue its work despite the election of a new board.
- Committee members and chairmen can be removed by the board without prior notice and without cause.
- Entire committees may be dissolved or decommissioned at any time with or without prior notice or cause.
Committee Members. Boards can staff ad hoc committees exclusively with homeowners, renters or board members, or with a mix. Unless the governing documents state otherwise, appointing committees is entirely at the board's discretion. Committees can be as small as one person or as large as the board may choose.
APPOINTING COMMITTEES
Committees, whether executive, mandatory, standing or ad hoc, are appointed by or at the direction of the board of directors. (Robert’s Rules, 11th ed., p. 489; Corp. Code § 7210; Corp. Code § 7212(b).) With each election, an incoming board can (i) keep existing committees in place, (ii) dissolve committees and create different ones (e.g., dissolve a budget committee and create a finance committee), (ii) keep existing committee members in place or appoint different ones, or (iii) choose not to create any committees. Unless a particular committee is required by the governing documents, the formation of committees is at the discretion of the board. Homeowners do not have the right to appoint themselves to committees. On rare occasions, governing documents provide for election of architectural committee members by the membership. Formation of committees should be done in open session since this does not qualify as one of the activities authorized for executive session.
Size of Committees. Except for Executive Committees, a committee can be as small as one person or as large as the board wants to make it. However, the larger the committee the more unwieldy it becomes. In HOAs, committee size typically falls in the one to five-member range with the average being two or three members.
Committee Chair. Committee chairs are appointed by the board. Once appointed, the committee cannot elect a different chairman. (Robert’s Rules, 11th ed., p. 175.) However, the committee can apply to the board for the appointment of a new chairman. Unless an association's governing documents state otherwise, board members may also serve as committee chairs.
Vacancies. In the event of vacancies on a committee and unless the bylaws provide otherwise, the person or body who appointed the original committee members has the power to fill vacancies on the committee. (Robert’s Rules, 11th ed., p. 177, 467.)
Who May Serve on Committees. Except for "Executive Committees," and unless the governing documents provide otherwise, there are no restrictions on who may serve on advisory committees. That means boards may appoint persons to advisory committees who are not members of the association. Unless the governing documents provide otherwise, boards can establish their own criteria for the committee members they appoint. For example, a board could require that candidates (i) be members in good standing, (ii) reside on the property, (iii) have attended a majority of board meetings in the past 12 months, etc. The criteria can be as lax or as stringent as boards may choose.
Ex Officio Member. An ex officio member of a committee refers to a person serving on a committee due to his or her position rather than through appointment. An association's bylaws may sometimes state that the board president is an ex officio member of all committees. If that is the case, the president "has the right, but not the obligation, to participate in the proceedings of the committees." (Robert's Rules, 11th ed., p. 456, 497.)
Duties and Term. When a committee is created, boards must assign responsibilities to the committee (unless the committee's duties have already been established in the association's governing documents). Unless the governing documents provide otherwise, committees have a limited duration. Some duties of the board cannot be delegated.
REMOVING COMMITTEE MEMBERS
Unless the committee has been established by your governing documents and its members elected by the association, committees serve at the pleasure of the board. Accordingly, the board can remove committee members at will and without explanation. The board can also delegate such authority to the committee chair or to the committee itself. If so, then the committee itself can vote someone off the committee.
Quasi-personnel. Committee staffing issues are quasi-personnel. As with paid staff members, if a board is faced with unproductive or misbehaving committee members, directors would be reluctant to discuss such matters in an open session for fear of embarrassing the committee member or, worse, setting themselves up for a defamation lawsuit. As a result, board members would be inhibited from freely discussing such problems if their discussions were in open session.
Disciplinary. Arguably, removal of committee members also falls under executive session for disciplinary actions. A noticed hearing with the committee member is not required since there are no monetary penalties imposed or loss of rights--committee members serve in an advisory capacity at the discretion of the board.
Privacy. Privacy is important because public admonishments of committee members would discourage other owners from volunteering for committee work. Hence, the discussion and vote on disciplining or terminating committee members should be done in executive session.
ASSISTANCE: Associations needing legal assistance can contact us. To stay current with issues affecting community associations, subscribe to the Davis-Stirling Newsletter.