Chapter 7 - § 7.17 • COMMITTEES

• Jurisdiction: Colorado

§ 7.17 • COMMITTEES

Governing boards in common interest communities often appoint committees. These may be standing committees — most commonly, for rule enforcement or budget review — or ad hoc special committees. The Nonprofit Corporation Act specifically empowers the board to create committees and to appoint board members to serve on them.²⁷² The applicable statute does not explicitly say that the board may appoint members of the association who are not directors to board committees. It does, however, provide that nothing in the statutes governing board procedures²⁷³ prohibits or restricts the corporation from establishing in its bylaws, or by action of the board, "or otherwise" one or more "committees, advisory boards, auxiliaries, or other bodies of any kind, having such members and rules of procedure as the bylaws or board of directors may provide" to advise, serve, and help the corporation and to carry out the duties and responsibilities for the corporation that may be stated in the bylaws or by the board.²⁷⁴ This provision appears to separate "committees of the board" (those made up of board members) from advisory committees (those consisting of members of the corporation). For common interest communities governed by the CCIOA, the power to appoint advisory committees is implied in a statute providing common interest community associations with any powers "necessary and proper" for governance and operation of the association.²⁷⁵ Nonetheless, because common interest communities generally find it useful to have committees made up of owner/members — particularly when discrete knowledge, for example accounting or building construction, is helpful to the committee — it is probably wise for the bylaws to specifically empower the board to appoint members to serve on committees.

The Nonprofit Corporation Act requires that the creation of committees and appointment of members "be approved by the greater of a majority of all the directors in office when the action is taken or the number of directors required by the bylaws to take action," unless the bylaws provide otherwise.²⁷⁶ The various provisions of the Act regarding board meetings, notice of meetings, quorums, and voting also apply to committees.²⁷⁷ To the extent specified in the bylaws or by the board, a committee has the statutory authority²⁷⁸ of the board, except that a committee may not authorize distributions; approve or propose action to members that the Act requires to be approved by members; elect, appoint, or remove any director; amend articles of incorporation;²⁷⁹ adopt, amend, or repeal bylaws; approve a plan of conversion or plan of merger not requiring member approval; or approve a sale, lease, exchange, or other disposition of all, or substantially all, of the corporation's property otherwise than in the usual and regular course of business subject to approval by members.²⁸⁰

The CCIOA requires that association committees be appointed "pursuant to the governing documents of the association," or if those documents contain no applicable provisions, then pursuant to the Nonprofit Corporation Act statute on committees, as discussed in the preceding paragraphs of this section. The CCIOA also says that anyone appointed after August 15, 2009, to preside over a committee must meet the same qualifications as are required by the governing documents for election or appointment to the governing board.²⁸¹ The CCIOA also establishes some basic rules regarding "committees of the executive board."²⁸² All regular and special meetings of those committees must be open to attendance by all members of the association.²⁸³ Members of any committee of the board may hold executive or...