Service as a board member in a community association can be time-consuming and exhausting. Many board members shoulder burdens for informational review and factual investigation which prevent them from overall policy development, governance, and fiscal and operational management. When properly structured and utilized, committees are a valuable tool for boards of directors. Committees allow the board to delegate authority and obtain assistance from other members of the community. This process frees time for the board members and develops a team approach to resolving community-wide issues. Community members who are involved in the committee process are empowered, which enhances the legitimacy of decisions based upon committee recommendations.

Some committees are established by the governing documents. The most frequent types of committees in the homeowner association context are architectural review and nominating committees. However, the articles of incorporation and Colorado statutes empower a nonprofit corporation to create committees to assist with specific areas of governance.

To establish a committee, a board should adopt a specific resolution which describes in detail the committee’s function. The committee makes recommendations to the board, not final decisions, except within limited areas delegated to it. The committee is subject to the ultimate direction and control of the board. A member of the board may be appointed to head the committee. That board member, a committee chairperson or the entire board can select the committee members. The committee should be charged with providing periodic reports to the board either in writing or verbally at board meetings. Just as proper board governance requires minutes and records of the directors’ activities, so too committees should maintain minutes and records of their actions.

The board should provide sufficient direction and oversight of the committee through the selection of the committee chair and establishment of guidelines. The board should provide the committee with ongoing direction, schedules and modifications on the committee’s area of authority. The board should remember it is duty bound to make the final decision, and not simply rubber stamp recommendations made by the committee. On the other hand, the board should also recognize the greater time, effort, and investigation undertaken by the committee and give deference to appropriate recommendations from committees. Nevertheless, if the board feels that additional time or information is required, it can refer matters back to the committee for further study. If the board has properly established and directed the committee, any good faith decision made upon reasonable recommendation from a committee will withstand scrutiny under the business judgment rule.

Where committees have been formed for certain functions which are no longer relevant or become moot, it is also important for the board to disband the committee to redefine its objectives in light of current circumstances.
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