Having a Good Bullpen
How Best to Utilize Committees to Enhance Your Community
By Kathryn Roberts, Esq.
Community Associations Institute – Georgia Chapter
First Quarter Magazine 2019
In baseball, having a good bullpen can be critical for the success of the team. And just like in the game of baseball, there is no doubt that good committees can provide much needed help and relief to the board that ultimately, if committees function as they should, provide for a successful and effectively run community. Anyone who has been in this industry long enough knows that while a board is comprised of volunteers, it can most certainly be a full-time job. This is where good committees come into play.
Most association governing documents permit the board to appoint members of the community to serve on a committee. Committees have many useful purposes, whether their function is to oversee architectural changes, spearhead specific projects, or even monitor parking and look out for and document violations in the community. One of the biggest benefits gained from committees is the Board’s ability to delegate specific responsibilities and powers to a group of members to address relevant issues in the community that would otherwise require a substantial amount of time for the Board to address. This frees up the Board’s time to focus on the bigger issues in the community that can, in most cases, only be performed by the board.
Properly organized and managed committees can take a lot of stress off of the board by providing support and effectively make the board’s job easier. For example, a board could create a committee for the specific purpose of researching contractors and obtaining bids for a community project, such as replacing a common area gazebo. While the board would retain the ultimate decision making authority as to which contractor to hire, the committee does a lot of the leg work in shopping around for reliable contractors for the job at the best price.
Not only do boards benefit from the use of committees, but the individual owners and community as a whole do so as well. There is a common industry-wide belief that greater committee participation equates to higher levels of owner satisfaction, which in turn can result in improved property values. In many cases, when owners become involved in certain aspects of community governance it helps to bridge the gap between the common “us versus them” mentality. Ultimately, it is a win-win all around — owners feel valued for their input and participation and the Board has a greater ability to more efficiently and effectively run the community, which in turn enhances the value of the community.
Unfortunately, for whatever reason, many communities do not effectively harness the power of committees. In many cases, we find that the board is simply not informed of the option to appoint committees to help with certain tasks, or boards are fearful of relinquishing too much power to a group of members. This is where the property manager can step in to help by informing the board not only of the option to utilize committees, but also the many associated benefits, especially for those boards that are struggling to manage all of their duties and just feel overwhelmed at times.
Below we have outlined a few simple guidelines, or best-practices, that can help your Board choose the right committee for your community and ensure that they function as they should to provide the board with the support they need.
Check Legal Authority to Appoint Committees
First, it is always a good idea to check your association’s governing documents to determine the board’s authority to create committees and if there are any limitations. If the governing documents are silent as to this power,the Georgia Nonprofit Corporation Code provides sufficient authority. But, it is important to note that while the Code permits committees to exercise the Board’s authority, there are some limitations in the Code that you might not otherwise find in your governing documents. So, it makes sense to check with your association’s attorney on the legal authority first before proceeding.
Keep Board Members Involved in Each Committee
While a committee could consist entirely of one or more non-Board members, it can always be helpful for at least one board member to serve on each committee. The Nonprofit Corporation Code actually requires one director to serve on each committee unless your governing documents include broader authority. Either way, it is a good idea to keep one director directly involved in each committee, as this creates a strong link between the committee and the board, and there is a stronger argument that the committee and its actions would be covered under director and officer insurance coverage should anything happen.
Establish Clear Guidelines for Committee Duties and Tasks
One common misconception which causes many communities to shy away from using committees is the fear that committees could take certain powers away from the board or that these groups of members may usurp too much of the board’s authority. Generally, however, this concern can be alleviated by understanding that a committee only has the powers given to it by the board, and acts as an extension of the board. Each committee serves at the pleasure and by direction of the board. Most of the time, it makes sense for the board to delegate specific responsibilities and powers to committees through board resolutions so that both the board and the committee members have clear guidelines from the beginning as to what their powers are and that the board retains the ultimate decision making authority.
Protecting the Association through Confidentiality Agreements and Insurance
It is always a good idea to confirm your association is adequately insured, but especially so when it comes to activities and decisions of community volunteers such as committee members. In most cases, the association’s D&O policy will provide volunteer committee members the same protections afforded to officers and directors of the association. However, it is prudent to contact your carrier’s agent to confirm before proceeding with establishing your committees and their specific duties.
Additionally, as an added measure of protection, we encourage boards to require committee members to sign a confidentiality agreement with the board. While certain tasks may not always require the committee members to handle sensitive information, it is generally best to ensure that the issues being addressed remain confidential until the board decides to release the information to the community as a whole. Furthermore, these agreements provide an added level of formality to the position which can lend to greater respect for the task at hand by the committee members.
Formalize Committees and Notify the Community
If the board is interested in creating committees, there are two ways it can go about doing so. The first method is to have the board pass a formal resolution clearly defining the role and responsibility of each committee. This is something either the board could draft or your attorney can help with. As a second option, if the association doesn’t want to draft a formal resolution, the board could simply meet and vote to establish the committee(s), so long as the action is clearly defined in the meeting minutes and the role and responsibility of each committee is discernable. Such a description would include answers to questions such as how the committee is organized, who appoints the members, how many members can serve, and what can the committee do.
Once the Board has established the types of committees, the next step is to notify the members and seek owner participation. In some communities, it can be trying to find members willing to volunteer for committee work. But, many boards are surprised by the level of owner interest in serving on committees, especially when the board approaches the membership after having created specific committees to address relevant issues in the community. You will never know until you ask!
If your board is interested in taking advantage of the many benefits committees have to offer, following the guidelines outlined above can help you get started and ensure that you are utilizing the support of your membership to its fullest potential.