Legal Tips – Committees vs. Commissions: What Are They and How Are They Used?

You might be wondering what “committees” and “commissions” have to do with community associations. The quick answer is that they are both administrative/advisory bodies to which the board may delegate some of its work. Think of them as a way for non-elected association members (i.e., non-board members) to help the association in a more official capacity by taking some of the burdens off the board. Committees and commissions, though sounding remarkably similar (which leads to confusion), are legally distinct entities, and their differences must be considered before choosing which one to establish for your association.

Committees have more power than a commission but are also the more administratively burdensome of the two. A “committee” is a group of persons comprised of either all board members or a mix of board members and non-board members, established to perform a function of the board. This means that a committee can take specific actions that are binding on the association without seeking the board’s approval for each decision. Committees are required under the law to have at least two (2) board members serving at any given time, as well as have a designated committee chair to preside over the meetings. While committees can take specific actions without the board, which is a bonus, they are also much more complicated. First, if the committee has a quorum of board members serving on it (i.e., if the board has 5 directors and 3 are members of the committee), under Illinois law it has to provide notice to all unit owners for every committee meeting just as it does for every board meeting and open the meeting to all unit owners (which can be uncomfortable if the committee was set up specifically to do some more sensitive tasks, such as considering violations). Secondly, while the Illinois Not-for-Profit Act allows for the creation of committees, an association may only do so if the Articles of Incorporation or bylaws so provide. This means that if there is no mention of committees in the Articles of Incorporation or the association’s bylaws, the board does not have the right to create a committee and no decision-making can be delegated to any other body except the board.

All this leads us to the more streamlined option: the commission. A board can establish a “commission” without any mention of it in the association’s bylaws or Articles of Incorporation, as the commission acts in a simple advisory role without any power to make decisions on behalf of the association. Moreover, commissions can be comprised of all non-board members if the board so decides (i.e., no mandatory minimum of board members need to serve on a commission). Commissions simply obtain information, then process and package it for the board, which makes the final decision.

Boards often form commissions for: (i) finance (to discuss budget issues and make recommendations to the board), (ii) planning large capital projects (such as common area improvements, roof repair, hallway remodeling, etc.), (iii) consideration of bids from contractors or management companies, (iv) re-drafting rules, or really anything else the association needs to be done but the board and manager does not have the time to do itself. The one (1) major requirement of establishing a commission is that the board resolve to do so in open session of a properly noticed board meeting and create a clear charter for the commission. (For an example of a commission charter, email [email protected], and we’ll send you one for free).

In summary, when deciding between a committee and a commission, check the association’s governing documents to determine if a committee is even an option for your association. If so, make the decision based on guidance from the association’s managing agent and legal counsel.

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