Condo Media - January 2018 - 16

Asked & Answered

Retiring a Committee

Q
A

Our board is considering disbanding some
long-standing committees that regularly make
decisions and take actions that exceed the
committee's authority. We are consistently
having to rein them in. Can we simply disband
the committees and move on, as the board would
like to do? Are there any legal or other risks we
should consider before we act?

Unless the committees are mandated (or prohibited)
by your governing documents, the board has the
authority to disband them, Ellen Shapiro, a partner
in Goodman, Shapiro & Lombardi, LLC, responds.
The only legal risk is the possibility that disgruntled
committee members might sue the board-unlikely,
but possible. The more likely outcome is that some
unhappy committee members will complain loudly
to owners and foment community unrest. That is
probably your greatest risk, Shapiro says, and it is
something you should consider.
This wouldn't be a serious concern if the committees
were simply inactive. If the committees aren't doing
anything, it is unlikely that anyone, including committee
members, would notice or care if they disappeared. On
the other hand, Shapiro notes, "If the committees aren't
bothering you, it may not be such a bad idea just to leave
them in place."
But if the problem is that the committees are hyperactive and regularly "wandering off the reservation," as appears to be the case here, Shapiro says disbanding them
is probably necessary. Just be aware that members may
not fade quietly into the background. To increase the
possibility that they will, she suggests the following:
■ Send an email to the community or publish a notice in
the association's newsletter or on its website, saying
that the committees have completed their assignments, thanking members for their hard work and
invaluable service, and noting the board will use the
information and advice they have provided.
■ How much pushback you will get, if any, depends on
the nature of the committees' assignments. If they are

CONDOMEDIA

dealing with innocuous issues-recommending paint
colors or proposing a menu for the annual cookout-
the reaction, if any, is likely to be mild. But if they are
dealing with "pocketbook issues," about which owners
care intensely, Shapiro cautions the reaction may be
angrier and the impact "can fracture a community." If
committee members say they have lost confidence, not
only in their ability to work with the board but in the
decisions the board makes, Shapiro says the board's
ability to govern may be undermined.
Committees create a double-edged sword for association boards: They can encourage community participation and foster the notion that owners are participating
in the decision-making process. But if committees "run
wild," Shapiro notes, they can cause headaches or worse
for boards and managers.
Given that risk, she advises boards to explain committee functions and the limits of their authority clearly,
and to select committee members carefully. "Know
your community and know your owners," she suggests.
"Owners who attend meetings, ask questions, and offer
constructive criticism are good choices for committees.
People who complain just to complain are not."

Condo Media - January 2018

Table of Contents for the Digital Edition of Condo Media - January 2018