| Most community associations could not function without using committees. However, too many times their use does not comply with the various statutory and general requirements. This article will address some of the issues that relate to the proper use of committees.
I. USE OF COMMITTEES BY CONDOMINIUMS:
Chapter 718, Florida Statutes, ('Florida Condominium Act') and Chapter 61B-23, Florida Administrative Code contain a large number of provisions that relate to the use of committees, including the following:
a. Definition of Committees:
Section 718.103 and Rule 61B-23.001 officially define a committee as a group of board members, unit owners, or board members and unit owners appointed by the board or a member of the board that is to make recommendations to the board regarding the proposed annual budget or to take action on behalf of the board.
b. What is a Committee Meeting:
Rule 61B-23.001 defines a committee meeting as any gathering of a group of board members, unit owners, or board members and unit owners appointed by the board or a member of the board for the purpose of making recommendations to the board regarding the association budget or for the purpose of taking action on behalf of the board when a quorum of the members of that committee is present. As an example of such meeting, the rule then lists a meeting of an executive committee (see discussion of executive committees below).
c. Notice and Other Requirements For Committee Meetings:
1. When Committee Meetings Must be Treated The Same as Board Meetings:
Section 718.112 and Rule 61B-23.002 specifically require that, when a committee is to take final action on behalf of the board or make recommendations to the board regarding the association budget, the meeting must be treated exactly the same way as a board meeting. This includes notices, membership attendance rights, minutes, etc. This also includes the same privileges that apply to board meetings, such as the attorney/client privilege.
2. When Committee Meetings May be Treated Differently:
On the other hand, meetings of a committee where no final action on behalf of the board is to be taken or where no recommendations to the board regarding the association budget are to be made, may be excused from the board meeting requirements, but only if the bylaws are amended to provide for such relief. Otherwise, all such meetings must be treated in the same way as board meetings.
II. USE OF COMMITTEES BY HOAs:
Chapter 720, Florida Statutes, ('Florida Mandatory HOA Act') also contains provisions that relate to the use of committees, including the following:
a. What is a Committee:
Unlike Chapter 718, Chapter 720 does not specifically define the term 'committee'.
b. Members Rights:
Even though 'committees' are not defined, Sections 720.303(2)(b) and 720.303(2)(c) require only the following two types of committee meetings to be subject to the board meeting requirements:
1). Committee meetings where a final decision regarding the expenditure of association funds will be made; and,
2). All meetings of committees that are vested with the power to approve or disapprove architectural decisions.
Otherwise, HOA committee meetings may be held without notice to the membership.
III. EXECUTIVE COMMITTEES:
Condominium associations and HOAs are also subject to the terms and provisions of Chapter 617, Florida Statutes, unless those terms and provisions conflict with Chapter 718 and Chapter 720.
One such provision that does apply to both condominiums and HOAs is Section 617.0825. That section provides that, unless forbidden by its articles or bylaws, a board may appoint, from among its members, an executive committee which can exercise all of the authority of the board to the extent granted to it by a corporate resolution. That section, however, does forbid any such committees from taking the following actions:
(a) Approve or recommend to members actions or proposals required by this act to be approved by members.
(b) Fill vacancies on the board of directors or any committee thereof.
(c) Adopt, amend, or repeal the bylaws.
Notwithstanding this right and privilege, that same section contains the following subsection which somewhat limits the routine use of such committees:
(4) Neither the designation of any such committee, the delegation thereto of authority, nor action by such committee pursuant to such authority shall alone constitute compliance by any member of the board of directors not a member of the committee in question with his or her responsibility to act in good faith, in a manner he or she reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.
While we typically recommend against using executive committees, there are instances where it is both appropriate and advisable to do so. For instance, many board members in coastal communities live in far away places and, while telephonic board meetings are permitted, it might be advisable to appoint an executive committee to handle day to day matters up to a designated monetary limit.
Of course, if the executive committee has a meeting, it will need to comply with all requirements that are imposed on the board for its meetings.
The firm of Taylor & Carls, P.A., with offices located in Maitland, Melbourne, Tampa and Daytona Beach, Florida, was founded in 1981 and has practiced in the area of community association law since that date. This edition prepared by Robert L. Taylor, Esq. of Taylor & Carls, P.A. The information contained in The Association e-Lawyer should not be acted upon without professional legal advice.