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Under BCL 712, the Board can appoint committees to carry out Board business (I included the law below) without the rest of the Board's approval. Do you have these types of committees? Or do you have informal committees that don't have approval power, and instead make recommendations to the rest of the Board for their vote? What types of committees do you have? I have heard of Boards having Financial, Legal, Building committees. Or do you not have committees at all, and instead the entire Board just hashes out each and every issue (making for longer meetings)? Do you allow non-Board members to serve on the committees?
S 712. Executive committee and other committees.
(a) If the certificate of incorporation or the by-laws so provide, the board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and other committees, each consisting of one or more directors, and each of which, to the extent provided in the resolution or in the certificate of incorporation or by-laws, shall have all the authority of the board, except that no such committee shall have authority as to the following matters:
(1) The submission to shareholders of any action that needs shareholders` approval under this chapter.
(2) The filling of vacancies in the board of directors or in any committee.
(3) The fixing of compensation of the directors for serving on the board or on any committee.
(4) The amendment or repeal of the by-laws, or the adoption of new by-laws.
(5) The amendment or repeal of any resolution of the board which by its terms shall not be so amendable or repealable.
(b) The board may designate one or more directors as alternate members of any such committee, who may replace any absent or disqualified member or members at any meeting of such committee.
(c) Each such committee shall serve at the pleasure of the board. The designation of any such committee, the delegation thereto of authority, or action by any such committee pursuant to such authority shall not alone constitute performance by any member of the board who is not a member of the committee in question, of his duty to the corporation under section 717 (Duty of directors).
Our coop has a seven person board.
We have a summer pool committee that consists of one board member and three residents.
We have an interior decoration and refurbishment committee that consists of one board member and several residents. Several years ago, they engaged an interior designer who prepared the “new look”. Separately we dealt with the design of the new mailroom. Then, we engaged several contractors to bid on the work. Based on the feedback from the interior designer; the building manager, the committee and myself selected a contractor to perform the work. Our legal counsel then worked out the formal documents.
For capital improvements such as the $1,300,000 elevator upgrade and new larger generator, we had two board members and six residents.
For our window replacement program, we have one board member and one resident who is a former general contractor as our committee. The building manager and the superintendent oversee the project, but do read much further below.
Our landscape program is managed by one board member and our building manager.
Our union negotiation committee had several board members and the building manager. Being in NJ, we have a separate contract (not a group contract among a number of high rises) for our maintenance and janitorial staff.
We have a 24x7 security firm. The day-to-day security operations are managed by the building manager and our resident superintendents. (We have two.) For contract negotiations and occasional summit meetings with our security provider, our building manager and two board members are engaged.
For our inside parking deck overhaul, our building manager dealt with our outside engineering consulting firm that wrote the RFP. Then, the engineering firm and our building manager reviewed the bids and brought term to my attention. Based on the recommendations, we selected a contractor and then our legal counsel worked out the necessary legal documents.
Please note that the president is an ad hoc member of the committees, but remains on the sidelines.
Also, all should be aware that we have a zero punch list policy to the greatest extent possible. By this, I mean our outside engineering firm will be on site during the work or while the work is in progress to validate the work and the quality of work. Thus with the window replacement program, the contractor does not leave the apartment until our engineer reports zero defects.
For our elevator upgrade we hired an outside elevator consulting firm that wrote the RFP fore the elevator and for the generator, provided a list of bidders, and then evaluated the responses. The consultant then interviewed the firms with us. Finally, the consulting firm was on site several times a week to monitor the work and approved progress payments.
The committees cannot make any financial commitments or sign any documents. Legal documents are signed by the secretary with the approval of the board for expenditures over a certain amount.
Legal counsel is engaged as necessary.
Please see my posting within:
Budget Time — Gabrielle, Wed Sep 26 5:26PM
I believe the Habitat Magazine published two to three years ago a good article on committees. In our particular case, we only have three committees and we are trying to put in place a fourth one. These are in our case:
1. Admissions Committee - Approx. 5 individuals who review applications and make recommendations. However, 3-4 individuals will meet for the interview.
2. Pool committee - Right now it consists of one person only.
3. Parking committee - 2 individuals only.
4. Elections Committee - one person, but hope it would be a 2-3 member committee.
In the past we have also formed adhoc committees for refinancing and commercial space.
As you can see the work is plentiful, but the laborers are few in our case. The main thing that you aim at with a committee is interest and development of leadership; however, communcations and coordination among the groups are critical to ensure that your co-op will serve the needs of your residents rather than stagnate under small arguments or no action with dysfunctional individuals and groups.
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Our board has no committees but I have begun to discuss this with them. Right now we all are involved in every decision.
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