My friend in a different association serves on a committee. My association does not have any committees. What does a committee do?

While all associations have a board or directors that runs the association, many also utilize various committees.  Committees are established by the board to assist them in various areas of the association.  Committees can be created for short term projects, such as revising the governing documents, or they can be ongoing, such as a landscaping committee, nominating committee or architectural control committee.  Committees provide an opportunity for homeowners that have an interest in a specific area to contribute to the association without having to commit to being a board member.  Committees can provide invaluable insight and benefit to the board.  The ability for the board to utilize committees should not be overlooked.

The power to appoint, regulate and dissolve committees is found in the Minnesota Nonprofit Corporation Act and most association’s bylaws.  Minn. Stat. §317A.241 provides that through a majority vote, the board can pass a resolution establishing a committee.  Unlike board members who are elected by the members of the association, members of a committee are generally appointed by the board.  Committee members serve at the pleasure of the board and can be removed, with or without cause, by a simple majority vote of the board.  While many committees have at least one member who is a board member, unless the association governing documents require it, it is not mandatory.

Committees are an extension of the board, but do not generally have the full powers of the board.  For example, a committee that is established to research companies to professionally manage the association may not have the ability to enter into a binding contract.  The committee would research and interview various management companies and report back to the board with a recommendation.  The board would then vote on which management company to contract with, and execute the contract.

However, should the board wish, it could grant greater power to a committee. Some associations have a landscaping committee that is charged with the upkeep of the common area.  The board can give the landscape committee a budget, along with the power to contract with a lawn maintenance or snow removal vendor.  The resolution that establishes the committee should detail the specific purpose and power that is being granted to the committee.

Minn. Stats. §§317A.231 – .239 detail requirements for board meetings (notice, quorum, actions outside of a meeting).  These same guidelines apply to the actions of committees.  It must be remembered that the board retains all power over a committee, and at any time can add members, remove members or dissolve the committee.

A version of this article first appeared in the "Ask the Attorney" column (written by Nigel Mendez) in the Minnesota Community Living magazine published by CAI-MN.