The operations of property owners associations (POAs) can often be vast and complex. Asking the board of directors, who are volunteers, to be hands-on in every facet of operations is often difficult if not impracticable. To keep pace with the requests and needs of homeowners, Boards will often turn to other members of the POA to volunteer and form committees to handle specific tasks for the POA. These volunteers will report to the Board and assist it in navigating the specific community related topic. If a POA is looking to establish a committee, what is the process to establish the committee, what types of committees can POAs establish and what process should these committees follow?

Establishing a Committee

As particular or more common place issues and concerns arise within a POA, many Boards should consider establishing a committee to address those issues on a temporary or constant basis. For instance, if there is a big private road or capital improvement project, a board should consider creating an ad hoc committee for the particular issues. These committees are durational in nature and last only as long as the project. For more regular issues for POAs, such as landscaping or social events, a standing committee can be created. Regardless of the type of committee formed, the Board should take the vote to form the committee in an open board meeting and issue a call for volunteers to join. After the call for volunteers and depending on how the governing documents of the POA are structured, the Board may appoint committee members or the POA members will elect the committee members.

Along with the vote to establish the committee, the Board will need to determine if the committee will be a “management committee” with the authority of the Board in the management of the POA or an “other committee” that does not have the authority of the Board in the management of the POA. Generally, we recommend the “other committee” approach as ultimately it is the Board, not a committee, charged with a particular standard of care for managing the POA.

The authority to establish these committees is granted by the following statutes found in the Texas Business Organizations Code.

Sec. 22.218 Management Committee

(a)  If authorized by the certificate of formation or bylaws of the corporation, the board of directors of a corporation, by resolution adopted by the majority of the directors in office, may designate one or more committees to have and exercise the authority of the board in the management of the corporation to the extent provided by:

(1)  the resolution;

(2)  the certificate of formation;  or

(3)  the bylaws.

Sec. 22.219 Other Committees

(a)  The board of directors of a corporation, by resolution adopted by the majority of the directors at a meeting at which a quorum is present, or the president, if authorized by a similar resolution of the board of directors or by the certificate of formation or bylaws of the corporation, may designate and appoint one or more committees that do not have the authority of the board of directors in the management of the corporation.

(b)  The membership on a committee designated under this section may be limited to directors.

The designation of a committee and the delegation of authority to the committee does not operate to relieve the board of directors, or an individual director, of any responsibility imposed on the board or director by law. A committee member who is not a director has the same responsibility with respect to the committee as a committee member who is a director.

Types of Committees

Various committees can be found throughout POAs depending on the needs of the community. The following is a short list of some of the committees found throughout POAs in Texas.

• Architectural Control Committee (ACC)
• Landscaping
• Social Media
• Finance
• Social
• Ad hoc
  • Task oriented
  • Disbands when task is completed

As discussed in prior articles, the ACC committees for single family and single family townhome communities (with more than 40 lots) now have statutory requirements precluding members of the Board, a board member’s spouse, or person residing in the board member’s current residence from being a member of the ACC committee. Board members are, however, still allowed to be members of other committees listed above.

The Committee Process

Prior to appointing members to committees, the Board should consider forming either a general or committee specific charter.

If specific, the charter should specify the goal of the committee, the authority of the committee and the terms of the members. The charter should also specify how the work of the committee is communicated, either through a liaison to the Board or a liaison to a member of the POA staff, such as the community manager. If general, all of the above issues should be addressed with the exception of specific goals.

Once the charter or charters are established, the actions the committee takes should be pursuant to the bylaws of the POA. If the Board has deemed the committee an “other committee,” the committee is vested with advisory powers only and not authorized to act on behalf of the Board. These types of committees should deliver their reports and recommendations during a POA board meeting and allow the board to make a determination based on the committees’ reports and recommendations. For “management committees,” such as the ACC, the Board, statute, or the POA’s dedicatory instruments has authorized the committee to act on behalf of the Association.

Throughout the committee process, the committee members should tackle the issue they are assigned directly. The members should always be professional and respectful in the process and leave personal issues behind. The members also need to remember to listen to the other side on an issue and do what’s best for the ENTIRE community not just a small group of members.

As the committees become established within the POA, the Board will be able to focus on the wide-ranging issues affecting the management of the POA. The Board will continue to provide leadership and guidance for the committee members while instilling a shared responsibility to build a sense of community with the residents to ensure the success of the POA for years to come.