Most committee problems are drafting problems. A board creates a committee with a sentence in a motion, the committee does what seems sensible, and two years later the association is arguing about whether it had authority to do it. A charter fixes that at the front end for the cost of an hour. This guide sets out what belongs in one, clause by clause, for condominium, cooperative and homeowners associations, including the two clauses boards most often leave out: vendors and counsel.
Adopt it the right way
A charter is a board act, so it is adopted the way board acts are adopted: on the agenda of a noticed board meeting, by motion, with the vote recorded in the minutes. Section 617.0825 adds a specific requirement for creating a committee with delegated board authority, which is a resolution adopted by a majority of the full board. A four-to-three vote of a seven-member board qualifies. A two-to-one vote of three directors present out of seven does not.
Put the charter in the minutes or attach it to them. A charter that lives in a manager's file and cannot be produced is worth very little when the question is whether the committee had authority. In a condominium the minutes are official records under § 718.111(12)(a)6.; in an HOA they fall within § 720.303(4). Either way the charter becomes producible, which is the point.
Check the declaration and bylaws before drafting. Some documents create standing committees, fix their size, or reserve particular decisions to the board or the membership. A charter cannot override the documents, and a charter that contradicts them creates two rules where there was one.
Authority granted and authority withheld
Write the grant narrowly and the withholding broadly. The grant clause should name a subject and a product: review proposals for the clubhouse roof replacement and deliver a written recommendation to the board by a date. The withholding clause should be a list, and it should be long.
- The committee may not enter into, modify or terminate any contract, and may not sign anything on behalf of the association.
- The committee may not authorize, approve or make any expenditure or transfer of association funds.
- The committee may not direct any vendor, contractor or employee, or give instructions at a job site.
- The committee may not direct the community association manager; requests for information go through the board or the process the management agreement sets.
- The committee may not speak for the association, issue statements to owners, or post to community channels.
- The committee may not engage counsel, an engineer or an accountant, and may not ask an existing professional for work outside a board-approved scope.
- The committee may not waive, settle or compromise any claim, violation or assessment.
- The committee may not adopt, amend or repeal bylaws or rules, fill vacancies, or approve or recommend to members an action reserved to the members by § 617.0825.
The last item is not optional drafting. Those are the statutory limits in § 617.0825 and they apply whether or not the charter repeats them. Repeating them is still worth doing, because the charter is the document committee members actually read. The broader question of what a committee can and cannot do is covered in our guide to committee authority.
Recommend or decide: the clause that sets everything else
One sentence near the top should say either that the committee is advisory and takes no final action on behalf of the board, or that the committee is delegated final action on a named subject. Everything downstream turns on it.
| Charter says | Condominium and cooperative consequence | HOA consequence |
|---|---|---|
| Advisory only, no budget recommendations | Meetings covered unless the bylaws expressly exempt them | Meetings not covered by the statute |
| Advisory, recommends on the budget | Meetings covered, expressly | Meetings not covered unless the bylaws say so |
| Final action on spending | Meetings covered | Meetings covered |
| Approves or disapproves architectural decisions for a parcel | No statutory analog in Ch. 718 or 719 | Meetings covered, § 720.303(2) |
| Hears and confirms or rejects fines | Statutory committee; composition fixed by § 718.303(3) or § 719.303(3) | Statutory committee; composition fixed by § 720.305(2) |
Boards sometimes want to leave this vague so the committee can be useful. Vagueness does the opposite. A committee that does not know whether it decides will eventually decide something, and the association will find out when a vendor presents an invoice.
Membership, terms, quorum and voting
State who appoints, how many, and for how long. Appointment by the board at a board meeting, with the names in the minutes, is the only method that produces a record. Terms that end at the annual meeting give the incoming board a natural point to reconstitute or dissolve the committee without a confrontation.
For a condominium, remember the definition. Under § 718.103(8) a committee is made up of board members, unit owners, or both. Draft the membership clause to match, and add a separate clause allowing the committee to invite professionals and residents to attend and be heard without a vote. For an HOA, the documents control and may permit non-owner residents; the charter should say which.
Quorum and voting are rarely in the bylaws for committees, so the charter should supply them: a majority of the appointed members constitutes a quorum, action is by majority of those present at a meeting at which a quorum is present, and the committee acts only at meetings rather than by informal consensus. Add that a member who has a conflict on a matter abstains and that the abstention is recorded.
Say how vacancies are filled, which is by the board, since § 617.0825 forbids a committee from filling vacancies on itself.
Notice, minutes and records
If the committee's meetings are covered, the charter should say so and state the mechanics: notice posted at least 48 continuous hours in advance in the location the association uses for board meetings, with the agenda items identified, and owners entitled to attend and to speak on agenda items. If the meetings are not covered, say that too, and say whether the board is nonetheless directing them to be noticed.
Require minutes for every meeting, whether or not the meeting is covered. The minutes should record the date, who attended, what was considered, what was recommended or decided, and the vote. Require that they be delivered to the board and the manager within a stated number of days.
Include a records clause. Committee agendas, minutes, correspondence, bid tabulations, scoring sheets and drafts are association records, not the personal property of the members. Require that they be delivered to the manager and state plainly that owners may be entitled to inspect them. Committee members who understand that from day one write better documents. Our guidance on electronic records management covers where those files should live.
Budget authority, which is usually none
The default should be that the committee has no budget and no signature authority. Where a committee genuinely needs to spend, for example a social committee running an event, give it a stated annual amount, require that disbursements be made by the association through its normal process, require receipts, and require a report of actual spending against the amount.
Do not give a committee a debit card or a separate bank account. A separate account holding association money outside the association's books is a control failure and an audit exception, and it is also how money disappears. If a committee has historically kept its own account, the charter is the occasion to close it.
In a condominium, note the interaction with the budget rules: a committee that makes recommendations about the budget is subject to the meeting requirements whether or not it has any money of its own. That is the subject of our guide to the budget and finance committee.
Dealings with vendors
This is the clause boards leave out and then wish they had. A committee evaluating proposals talks to vendors, and vendors treat anyone who talks to them as a decision maker unless told otherwise.
- All contact with prospective vendors goes through a single named point of contact, usually the manager, and the committee's questions go out in writing.
- Every bidder receives the same scope and the same information at the same time. A committee that answers one bidder's question privately has tainted the comparison.
- The committee may not negotiate price, scope or terms, and may not indicate that a vendor has been selected.
- No committee member may accept a meal, gift, discount, sample or anything else of value from a bidder or a current vendor.
- Any relationship between a committee member and a bidder, including a past business relationship or a relative who works there, is disclosed to the board in writing before the committee evaluates that bid.
- The committee reports a comparison and a recommendation; the board selects and the association contracts.
The charter should also alert the committee to the bidding statutes, because a committee that shortcuts them creates a statutory problem rather than a preference problem. A condominium must obtain competitive bids for a contract requiring payment exceeding 5 percent of the total annual budget including reserves under § 718.3026, and an HOA above 10 percent under § 720.3055. Both sections except certain professional services, emergency work and sole-source suppliers. The evaluation criteria in our guide to questions to ask before signing a contract make a good starting point for a committee's scoring sheet.
Dealings with counsel, confidentiality and conflicts
The association's attorney represents the association, and takes direction from the board. A charter should say that the committee does not instruct counsel, does not request opinions directly, and does not receive privileged material except as the board directs. Where the board does share a privileged memorandum with a committee, it should do so by a recorded decision and should tell the committee in writing that the material is privileged and is not to be forwarded.
There is a live risk here worth stating honestly. The records exemptions in § 718.111(12)(c) and § 720.303(5) protect records covered by attorney-client and work product privilege. Whether distributing a privileged memorandum to non-director committee members weakens that protection is not squarely settled in Florida for association committees, and the cautious course is to limit distribution and to keep the material out of general circulation. Our guide to confidentiality and privilege covers the board side of the same question.
Conflicts of interest are the other gap. Section 718.3027 applies to directors and officers of a condominium board and their relatives. Section 720.3033 applies to HOA directors and officers. Neither reaches committee members. If the charter does not supply a conflict rule, the committee has none. A workable clause: a member discloses in writing any financial interest, business relationship or family relationship with a person or entity the committee is evaluating; the disclosure goes into the committee minutes and to the board; and the member does not participate in the discussion or the vote on that matter.
Where a licensed manager sits with the committee, remember that the manager has a separate statutory conflict rule at § 468.4335, which requires disclosure to the board of interests in, or compensation from, persons doing business with the association. The committee should not be the place where that disclosure is made and then forgotten. Director-side conflicts are covered in our guide to director conflicts of interest.
Reporting and sunset
Require a written report to the board on a stated cadence, and require that the board place the report on a board meeting agenda. A committee whose reports are received and filed without discussion stops producing useful ones within a year.
Then give the committee an end. An ad hoc committee should dissolve automatically when it delivers its final report or on a stated date, whichever comes first, unless the board extends it by motion. A standing committee should have its charter reviewed annually, at the organizational meeting after the election, with a vote to continue, amend or dissolve.
Sunset provisions are not a criticism of volunteers. They are the mechanism that lets a board retire a committee that has finished its work without anyone taking it personally, and they prevent the most common drift, which is a committee formed for one project that is still meeting three projects later with authority nobody can locate.
Frequently Asked Questions About Committee Charters
Does a committee charter have to be adopted by the board?
Yes, and the vote matters. Section 617.0825 requires a resolution adopted by a majority of the full board to create a committee with delegated authority, not simply a majority of those present. Adopt the charter at a noticed board meeting, record the vote, and keep the charter with the minutes so it can be produced later.
What is the single most important clause?
The clause stating whether the committee recommends or takes final action. In a condominium or cooperative that classification determines whether the committee's meetings must be noticed and open under § 718.112(2)(c) or § 719.106(1)(c); in an HOA, whether § 720.303(2) reaches the committee at all. Every other clause is easier to write once that one is settled.
Do conflict of interest statutes apply to committee members?
No. Section 718.3027 and § 720.3033 apply to directors and officers, not to committee members. A licensed manager has a separate rule at § 468.4335. If the charter does not impose a disclosure and recusal requirement on committee members, none applies, which is why the conflicts clause belongs in every charter.
Can a committee have its own bank account?
It should not. Association funds belong in association accounts, recorded on the association's books, disbursed through the association's normal process. A committee account sitting outside the books is a control failure, an audit exception and a common setting for losses. If one exists, close it and bring the balance onto the association's books.
Should the charter address talking to the association's attorney?
Yes. The attorney represents the association and takes direction from the board. The charter should state that the committee does not engage or instruct counsel and does not receive privileged material except as the board directs. Limit distribution of anything privileged, and say in writing that it is privileged when it is shared.
How long should a committee last?
An ad hoc committee should dissolve when it delivers its final report or on a stated date, whichever comes first, unless the board extends it. A standing committee's charter should be reviewed each year after the election, with a vote to continue, amend or dissolve it. Sunset clauses retire finished committees without anyone having to argue about it.
Contact Hamilton Mikes
Hamilton Mikes drafts and reviews committee charters and delegation resolutions for condominium, cooperative and homeowners associations in Lee, Collier and Charlotte Counties, and reconciles them with the declaration and bylaws. Call 239-594-7227 or visit our Governing Documents page.
Statutes and authorities referenced
- § 617.0825, Fla. Stat. (board committees and advisory committees; majority of the full board; limits on delegation)
- § 718.103(8), Fla. Stat. (definition of committee)
- § 718.112(2)(c), Fla. Stat. (board and committee meetings; notice)
- § 718.111(12)(a)6., Fla. Stat. (minutes of any committee are official records)
- § 718.111(12)(c), Fla. Stat. (records not accessible, including attorney-client and work product privileged material)
- § 718.3026, Fla. Stat. (competitive bids above 5 percent of the total annual budget including reserves)
- § 718.3027, Fla. Stat. (condominium director and officer conflicts of interest)
- § 718.303(3), Fla. Stat. (fining committee composition)
- § 719.106(1)(c), Fla. Stat. (cooperative board and committee meetings)
- § 719.303(3), Fla. Stat. (cooperative fining committee)
- § 720.303(2), Fla. Stat. (HOA board meetings; application to committees)
- § 720.303(4), Fla. Stat. (HOA official records; catch-all)
- § 720.303(5), Fla. Stat. (HOA records not accessible to members)
- § 720.305(2), Fla. Stat. (HOA fining committee)
- § 720.3033, Fla. Stat. (HOA director and officer conflicts of interest)
- § 720.3055, Fla. Stat. (competitive bids above 10 percent of the total annual budget including reserves)
- § 468.4335, Fla. Stat. (community association manager conflicts of interest)