Creating a Committee

[Guest Kim]

I belong to an AOAO (Condominium Association) small Board of five people.  We have 86 owners and our regular Board meetings are open to all the owners.  The only reference in our Bylaws to committees is in the description of the duties of the President who "has the power to appoint committees from among the Apartment Owners from time to time as he may in his discretion decide to be appropriate to assist in the conduct of the affairs of the Association.".

We have a LOT of work that needs to be done here (due to CoVid and poor Property Management) and I've been told that committees are a good way to do that.  But everything I can gather from Robert's Rules makes it sound like committees are appointed by the President and are made up of Board members.  We need to offload some of our work and we have owners who are willing to participate.  The President wouldn't know who is interested in being on what committee.  We have several committees that have just been "created" without anyone being involved much at all.  I was led to believe that is the way they happened within our organization.  Now that I am trying to create a Mission Statement for one of our committees - I wasn't told to do this, I found out that it was done in the past by going through old records and it sounded like a good idea so I put one together, it has been denied because it doesn't contain the required criteria.

My questions are:

Is the creating of committees only done in a Board meeting or can they be created outside of the meeting?

Can committees that are made up of owners choose who they want their members to be?

Does the President have to choose the Chair of the Committee even if it is made up of owners?

Can a group of individuals approach the President and express that they want to create a committee?

Can a meeting made up of owners be empowered to do the work that needs to be done?  i.e. talking to vendors or calling to get quotes.

How is the criteria for a Mission Statement of a Committee determined?

Can different members of the Board just say "oh, I'll be on the committee without any kind of a vote?"

BTW, we're talking about Committees for recycling, landscaping, security, etc.  Not earth shattering stuff but much needed. 

And a couple more questions:

How do Board members get work done IN BETWEEN the Board meetings?  Can you have informational "work" meetings where everyone shares their "to do" lists so it can all be put on a white board and prioritized and then decide who will be doing what and on what kind of timeline and then get back together to discuss progress?  Our President says no, you can't have that kind of a meeting.  Then how does the work get done?  How can you put something on the agenda if you have no idea what any of the factors of the item are?

I think I get how the work gets done IN the meetings using RR and I think it's a great system.  I will be strongly encouraging our Board to use Robert's Rules as it states in our Bylaws that we will (they don't do anything even remotely close to it right now). But how do you do all the the work that LEADS UP TO the meetings?  

This is the first time I've ever been on a Board and I'm trying to get our Board to move more quickly and actually accomplish some things but I'm getting my hands slapped all over the place because I'm not following some set of rules that I can't find.  I'm in compliance with our Declaration, our Bylaws and our House Rules.  Where are all these rules that I am supposedly breaking?  Are they actually in the Book Robert's Rules of Order?  I'm having a hard time reading that thing from cover to cover or jumping around trying to find the answers to my questions.  I even bough Robert's Rules for Dummies.  All of it refers to what happens IN the meetings, not outside of them which is where I keep getting in trouble.  

Can someone please help?  The owners want me to stay on the Board because they feel I'm the one who will finally bring about change within our community.  How can I bring about change if the rest of the Board won't let me? They just say "no" and site some rule I've never seen.  There must be a way to get things done on a Board, don't ANY regular business practices apply? 

Sorry for the rant. 

 

 

 

[Joshua Katz]

On 5/8/2023 at 7:33 PM, Guest Kim said:

Is the creating of committees only done in a Board meeting or can they be created outside of the meeting?

 

Well, it's business, so it's done in a meeting, but that's not limited to a board meeting. The membership can create committees, too.

On 5/8/2023 at 7:33 PM, Guest Kim said:

Can committees that are made up of owners choose who they want their members to be?

 

The motion or rule that creates a committee should specify how the members are chosen.

On 5/8/2023 at 7:33 PM, Guest Kim said:

Does the President have to choose the Chair of the Committee even if it is made up of owners?

 

No, see above. (Unless you have a rule like "the President appoints all committees.").

On 5/8/2023 at 7:33 PM, Guest Kim said:

Can a group of individuals approach the President and express that they want to create a committee?

 

I guess, but that won't make it happen (unless your rules allow the President to unilaterally create committees).

On 5/8/2023 at 7:33 PM, Guest Kim said:

Can a meeting made up of owners be empowered to do the work that needs to be done?  i.e. talking to vendors or calling to get quotes.

 

I think you mean a committee and, yes, a committee can be appointed with power. But only the power the body has to give it, so this question comes down to the bylaws relationship between the board and the membership.

On 5/8/2023 at 7:33 PM, Guest Kim said:

How is the criteria for a Mission Statement of a Committee determined?

 

I have never seen a committee with a mission statement.

On 5/8/2023 at 7:33 PM, Guest Kim said:

Can different members of the Board just say "oh, I'll be on the committee without any kind of a vote?"

 

Presumably not. Well, to be precise, they can say whatever they want, but they have no power to self-appoint.

On 5/8/2023 at 7:33 PM, Guest Kim said:

How do Board members get work done IN BETWEEN the Board meetings?  Can you have informational "work" meetings where everyone shares their "to do" lists so it can all be put on a white board and prioritized and then decide who will be doing what and on what kind of timeline and then get back together to discuss progress?  Our President says no, you can't have that kind of a meeting.  Then how does the work get done?  How can you put something on the agenda if you have no idea what any of the factors of the item are?

 

Well now you're getting to one of the big issues in the way people use boards. Traditionally, boards don't do much between meetings, because they are slow entities. They govern, and staff handles day to day things. Individual directors may have a portfolio, but that's outside their role on the board per se. But if you use the board to manage as well as to govern, well, that gets tricky. 

What you describe is permissible, but it's not a meeting, and no business may be conducted. You're just talking about stuff. BIG disclaimer: that's the RONR answer. Your state likely has relevant laws that may impact this.

On 5/8/2023 at 7:33 PM, Guest Kim said:

I think I get how the work gets done IN the meetings using RR and I think it's a great system.  I will be strongly encouraging our Board to use Robert's Rules as it states in our Bylaws that we will (they don't do anything even remotely close to it right now). But how do you do all the the work that LEADS UP TO the meetings?  

 

RONR is a set of rules for the conduct of meetings. There are guides to board governance, such as Carver's. RONR has hints about how it works, but that's not really its goal. RONR does explain, though, that much work gets done in committees.

[Josh Martin]

On 5/8/2023 at 7:33 PM, Guest Kim said:

But everything I can gather from Robert's Rules makes it sound like committees are appointed by the President and are made up of Board members.

This is not necessarily correct. It depends on what, if anything, your rules say on this matter.

What, if anything, do your rules say regarding the creation, appointment, and membership of committees?

On 5/8/2023 at 7:33 PM, Guest Kim said:

Is the creating of committees only done in a Board meeting or can they be created outside of the meeting?

The creation of a committee can only occur during a meeting, unless your bylaws provide otherwise, which would be unusual. That may or may not be a board meeting. The board can create committees of the board, the full membership (at a full membership meeting) can create committees of the membership, and committees can even create committees of committees (known as subcommittees).

It would seem based on the facts presented that most of the committees discussed here will be committees of the board, however, so I will refer to the board for the remainder of my response.

The appointment of the committee's members may or may not have to occur at a meeting, depending on what your organization's rules say on this matter and what motions have been adopted.

On 5/8/2023 at 7:33 PM, Guest Kim said:

Can committees that are made up of owners choose who they want their members to be?

We first need to know what, if anything, your organization's rules say regarding the appointment of committees. If your organization has its own rules on this matter, those rules must be followed.

In the absence of such rules, the board can specify the manner in which the committee's members are chosen. The board could, if it wishes, empower the committee to appoint additional members. But certainly at least a few members would need to be appointed first to get the committee started. That might be done, for example, by the board appointing the members or authorizing the President to do so.

On 5/8/2023 at 7:33 PM, Guest Kim said:

Does the President have to choose the Chair of the Committee even if it is made up of owners?

Once again, we need to know what, if anything, your organization's rules say regarding the appointment of committees. If your organization has its own rules on this matter, those rules must be followed.

In the absence of such rules, the board is free to determine the manner in which the chair is selected. The board could elect a chair for the committee, or empower the President to do so, or empower the committee to elect its own chair.

On 5/8/2023 at 7:33 PM, Guest Kim said:

Can a group of individuals approach the President and express that they want to create a committee?

Sure, but the creation of this committee would still need to occur at a meeting unless your bylaws provide otherwise.

On 5/8/2023 at 7:33 PM, Guest Kim said:

Can a meeting made up of owners be empowered to do the work that needs to be done?  i.e. talking to vendors or calling to get quotes.

Yes, within some limitations. RONR provides that a committee can be appointed "with power."

"When a committee is appointed “with power,” this means with power to take all the steps necessary to carry out its instructions." RONR (12th ed.) 50:5

In the case of committees of a board, however, the board has some limitations on delegating its power.

"As a general principle, a board cannot delegate its authority—that is, it cannot empower a subordinate group to act independently in its name—except as may be authorized by the bylaws (of the society) or other instrument under which the board is constituted; but any board can appoint committees to work under its supervision or according to its specific instructions. Such committees of the board always report to the board." RONR (12th ed.) 49:12

In my view, the examples given of "talking to vendors or calling to get quotes" are permissible under the rule of 49:12.

On 5/8/2023 at 7:33 PM, Guest Kim said:

How is the criteria for a Mission Statement of a Committee determined?

RONR does not discuss "Mission Statements" for committees. Could you please describe what a "Mission Statement" of a committee means for your organization and what such a document contains?

On 5/8/2023 at 7:33 PM, Guest Kim said:

Can different members of the Board just say "oh, I'll be on the committee without any kind of a vote?"

I refer you to my previous responses, but generally, I would say "No."

On 5/8/2023 at 7:33 PM, Guest Kim said:

How do Board members get work done IN BETWEEN the Board meetings?

How individual board members perform their work outside of meetings is a question which is beyond the scope of RONR and parliamentary law.

The only important thing is that the board cannot make any decisions, as a board, outside of a board meeting, unless the organization's bylaws or applicable law provide otherwise.

On 5/8/2023 at 7:33 PM, Guest Kim said:

Can you have informational "work" meetings where everyone shares their "to do" lists so it can all be put on a white board and prioritized and then decide who will be doing what and on what kind of timeline and then get back together to discuss progress?  Our President says no, you can't have that kind of a meeting.  Then how does the work get done?  How can you put something on the agenda if you have no idea what any of the factors of the item are?

Nothing in RONR prevents having a "meeting" of the sort you describe.

I would also note that nothing in RONR prevents the board from doing the things you discuss at an actual board meeting. So you could just have more meetings, some of which are intended to be informational in nature (but could still conduct business, if needed) while others are intended to be business meetings. Or is there some reason why it is desired to have "meetings" which aren't "meetings?"

Edited May 9, 2023 at 12:13 PM by Josh Martin

[Atul Kapur]

On 5/9/2023 at 8:11 AM, Josh Martin said:

In my view, the examples given of "talking to vendors or calling to get quotes" are permissible under the rule of 49:12.

I agree, but in the interest of more precisely drawing the boundary: selecting a particular vendor or signing a contract with that vendor would not be permissible. The committee could recommend a vendor.

[Guest Kim]

On 5/8/2023 at 2:33 PM, Guest Kim said:

The only reference in our Bylaws to committees is in the description of the duties of the President who "has the power to appoint committees from among the Apartment Owners from time to time as he may in his discretion decide to be appropriate to assist in the conduct of the affairs of the Association.".

Thank you gentlemen!  These answers are exactly what I was hoping to hear.  I'll be reading through all of your answers very thoroughly to make sure I am understanding them correctly.

Joshua K., yes, there is a rule that the President appoints the committees.  The quote above is the one and only reference in regard to creating committees that is in our Bylaws.  And I will look through Robert's Rules again and try to find the specifics about how work gets accomplished within the committees.  

Josh M., the above quote is the ONLY thing the Bylaws say about the creation, appointment and membership of the committees.  I didn't find it very helpful either. 😁 So in the absence of any such rules, I will go to the Board and ask them what their manner of specifying committees is.  Is this be something that should in writing somewhere?  If there are any guidelines here at all, I believe they are going to be based on either very faulty memories of the Board or they are going to make it up on the fly.  How should the Board create their manner for specifying committees?  Is there a standard or commonly used method?  Is it done in a Board meeting using Motions?

In regard to describing what a Mission Statement means for our organization and what such a document contains... that's kind of my problem.  There is nothing in writing anywhere that says we need one.  I wasn't told to create one. Looking through our historical documents I found a handful of examples of Mission Statements that had been used in the past, and like an idiot, I thought "Oh, apparently our committees need Mission Statements so we know what we are allowed and not allowed to do."  So I created one Mission Statement for one committee as a "test" to see if the Board would approve it or if it needed to be adjusted and then I would create them for the rest of the committees.  I didn't know that was going to be an excuse for the President of the Board to tie the committees hands so they can't get anything done.  I want to challenge her criteria for creating a Mission Statement.  If no precedent has ever been set for what she, as an individual is requiring, then I want the criteria developed using a legitimate process.  I just don't know what that process is supposed to look like.  But I would doubt that it is based on one person's opinion of what the Mission Statement should be.

I'm afraid that I have fallen into the age old story of a new Board Member who is excited to be on our Board of Directors in order to create positive changes for our owners after many years of benign neglect on the part of the Board here (All of whom I like by the way.  They are nice people).  It isn't being appreciated, and now I have been personally attacked over many issues.  I need to get all my facts straight so I can work around the lack of willingness of the Board to do the work.  I don't mind doing the work, but now I'm being shut down siting "rules" that I don't think actually exist.  I'm not sure why the Board doesn't want to move forward.  I am literally doing the required work, placing on a silver platter, and delivering it to them.  All they need to do is approve the things they told me they wanted and I came up with a way to make happen.  But now I am a "bull in a china shop".  I am tired of being told what "can't be done".  I want these people to help me figure out how it CAN be done.  They aren't willing to research ways that we can move forward in a positive direction that all of our owners want and they professed to want as well.  Rather than walking away and disappointing all of the owners that I committed to helping, I'm going to "fact" the Board members to death and get it done anyway.  I don't really care if I am "upsetting the apple cart".  I represent the owners and as long as the owners want the things that are good for the group as a whole, and the Board has agreed that those things needs to be done, then I'll upset all the apple carts I need to in order to move forward and fix all the problems that have developed here over the past four or five years (or as many as I can in the next two years).  In order to do that, I need to become an expert in how all these things work.  I've taken 16 hours of classes on RONR in the last week and now I need resources for what happens outside the meetings and what to do when your Declaration, Bylaws and House Rules don't cover everything.

And yes, I am a force to be reckoned with and I'm aware of that.  But I also received a standing ovation when I was voted onto the Board because the owners know I will work for them.   I'll communicate with them and let them know what is going on as it's happening.  I don't see any reason to hide most things from the owners.  A few things sure, in the interest of expediency, but keeping them in the dark for no good reason just makes them impatient and angry.  I don't think that is a good way to do business. I believe that good attitudes, patience and trust come from a sense of community and it is up to the Board to create that environment.  Just a bit of information as to how I operate. 

Thank you again gentlemen, for taking the time to answer my questions so thoughtfully.  I really appreciate that you take the time out of your lives to share your wisdom with so many people. 

[Gary Novosielski]

I think it should be pointed out that in the terminology of RONR, the power to appoint a committee means to name the members, and probably the chair, of a committee.  It does not include the power to establish new committees, unless that power is made explicit.

[Joshua Katz]

On 5/9/2023 at 5:43 PM, Guest Kim said:

Joshua K., yes, there is a rule that the President appoints the committees.  The quote above is the one and only reference in regard to creating committees that is in our Bylaws.  And I will look through Robert's Rules again and try to find the specifics about how work gets accomplished within the committees.  

 

Consider: a motion is made that isn't fully thought through. The assembly refers it to committee, where it is workshopped, and it comes back in better shape.

If there is a rule in the bylaws that the president appoints the committees, then, subject to interpreting the specific language of that rule, you'll need to take that into account in reading several of the response from myself and Mr. Martin.

[Dan Honemann]

On 5/8/2023 at 8:33 PM, Guest Kim said:

I belong to an AOAO (Condominium Association) small Board of five people.  We have 86 owners and our regular Board meetings are open to all the owners.  The only reference in our Bylaws to committees is in the description of the duties of the President who "has the power to appoint committees from among the Apartment Owners from time to time as he may in his discretion decide to be appropriate to assist in the conduct of the affairs of the Association.".

 

On 5/9/2023 at 7:27 PM, Gary Novosielski said:

I think it should be pointed out that in the terminology of RONR, the power to appoint a committee means to name the members, and probably the chair, of a committee.  It does not include the power to establish new committees, unless that power is made explicit.

It seems to me highly likely that the bylaw provision which has been quoted is intended to, and does, empower the President to establish such committees as he thinks may be appropriate to assist in the conduct of the affairs of the Association and select the persons to serve on such committees from among the Apartment Owners. This seems to me to be a very reasonable interpretation of the meaning of the quoted provision since we are told that this is "the ONLY thing the Bylaws say about the creation, appointment and membership of the committees."

[Gary Novosielski]

On 5/10/2023 at 6:15 AM, Dan Honemann said:

 

It seems to me highly likely that the bylaw provision which has been quoted is intended to, and does, empower the President to establish such committees as he thinks may be appropriate to assist in the conduct of the affairs of the Association and select the persons to serve on such committees from among the Apartment Owners. This seems to me to be a very reasonable interpretation of the meaning of the quoted provision since we are told that this is "the ONLY thing the Bylaws say about the creation, appointment and membership of the committees."

Yes, very reasonable. It was not my intent to imply otherwise.

[Josh Martin]

On 5/9/2023 at 5:43 PM, Guest Kim said:

Josh M., the above quote is the ONLY thing the Bylaws say about the creation, appointment and membership of the committees.  I didn't find it very helpful either. 😁 So in the absence of any such rules, I will go to the Board and ask them what their manner of specifying committees is. 

What do you mean "in the absence of any such rules"? You do have rules.

You stated that your bylaws provide that the President "has the power to appoint committees from among the Apartment Owners from time to time as he may in his discretion decide to be appropriate to assist in the conduct of the affairs of the Association."

So based on these additional facts, I would answer your original questions (and your new questions) as follows:

On 5/8/2023 at 7:33 PM, Guest Kim said:

Is the creating of committees only done in a Board meeting or can they be created outside of the meeting?

It would appear that the rule in question authorizes the President to create and appoint committees. Therefore, I think they could be created and appointed outside of the meeting, since the President (unlike the board) is an individual and can act outside of meetings.

On 5/8/2023 at 7:33 PM, Guest Kim said:

Can committees that are made up of owners choose who they want their members to be?

No. Your bylaws give the power to appoint committees to the President.

On 5/8/2023 at 7:33 PM, Guest Kim said:

Does the President have to choose the Chair of the Committee even if it is made up of owners?

I don't think he has to, but I believe he can do so if he wishes. The power to appoint members of a committee includes the power to appoint the committee's chair. However, the rule does not provide that the President must appoint the chair. Therefore, the President could appoint the chair, or leave it to the committee to elect its own chair, at the President's discretion.

On 5/8/2023 at 7:33 PM, Guest Kim said:

Can a group of individuals approach the President and express that they want to create a committee?

Yes. It would then be at the President's discretion whether to grant this request.

On 5/8/2023 at 7:33 PM, Guest Kim said:

Can a meeting made up of owners be empowered to do the work that needs to be done?  i.e. talking to vendors or calling to get quotes.

I stand by my previous response.

On 5/8/2023 at 7:33 PM, Guest Kim said:

How is the criteria for a Mission Statement of a Committee determined?

Since I still don't know what this is, and apparently no one else does either, I still have no answer to this question.

On 5/8/2023 at 7:33 PM, Guest Kim said:

Can different members of the Board just say "oh, I'll be on the committee without any kind of a vote?"

No. Your bylaws give the power to appoint committees to the President.

On 5/9/2023 at 5:43 PM, Guest Kim said:

Is this be something that should in writing somewhere?  If there are any guidelines here at all, I believe they are going to be based on either very faulty memories of the Board or they are going to make it up on the fly.  How should the Board create their manner for specifying committees?  Is there a standard or commonly used method?  Is it done in a Board meeting using Motions?

Your bylaws already provide a method for creating committees, which is that the President "has the power to appoint committees from among the Apartment Owners from time to time as he may in his discretion decide to be appropriate to assist in the conduct of the affairs of the Association."

If the organization wishes to provide a different method for creating and appointing committees, it will be necessary to amend the bylaws to change or remove this rule. The organization could adopt other rules on this matter or, in the alternative, could follow the default procedures in RONR, which are as follows:

• Committees would be created by the assembly (such as the board) in a meeting, through the adoption of motions.
• The assembly would decide on a case-by-case basis the manner of appointing the members.

As noted, the organization may also adopt its own rules on this matter in its bylaws. In my experience, it is most common to provide that committees are created by the assembly through the adoption of motions. The appointment of committee members is more varied. In my experience, the most common procedures are:

• Appointment by the President
• Appointment by the assembly (the board)
• A compromise of appointment by the President and confirmation by the board

Edited May 10, 2023 at 02:39 PM by Josh Martin