WHAT YOU DON’T KNOW YOU DON’T KNOW
Once you’ve settled into our community and have begun to acquaint yourself with the numerous opportunities available along with the variety of homeowners who have also decided to live here, you will begin to appreciate the wealth of personal knowledge, information, and camaraderie each individual has brought with them. This is exactly to what I was referring to when relying upon fellow homeowners for mutual support in tackling seemingly overwhelming or incomprehensible challenges. Each of us, in our own way, has come such a long way, it’s only natural to want to share what we have learned to help those who may be stymied by any number of life’s challenges. This is why Chapter 617, Corporations Not for Profit, Florida Statutes, enables the appointment of Assistant Officers along with both Board Committees and Advisory Committees.
ASSISTANT OFFICERS
CHAPTER 617
CORPORATIONS NOT FOR PROFIT
617.0840 Required officers. —
(1) A corporation shall have the officers described in its articles of incorporation or its bylaws who shall be elected or appointed at such time and for such terms as is provided in the articles of incorporation or the bylaws. In the absence of any such provisions, all officers shall be elected or appointed by the board of directors annually.
(2) A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.
BOARD & ADVISORY COMMITTEES
617.0825 Board committees and advisory committees.—
(1) Unless the articles of incorporation or the bylaws otherwise provide, the board of directors, by resolution adopted by a majority of the full board of directors, may create an executive committee and one or more other committees of the board and appoint directors or such other persons as the board of directors designates to serve on such committee or committees. The majority of the persons on each committee must be directors.
(2) Notwithstanding subsection (1), a board committee may be composed of less than a majority of directors or entirely of non-directors if:
(a) The committee is created by the board of directors or is otherwise authorized by the articles of incorporation or the bylaws; and
(b) The committee relates to the election, nomination, qualification, or credentials of directors or is involved in the process of electing directors.
(3) To the extent provided by the board of directors in a resolution or in the articles of incorporation or the bylaws of the corporation, each such committee shall have and may exercise powers and authority of the board of directors, except that no such committee shall have the power or authority to:
(a) Approve or recommend to members actions or proposals required by this act to be approved by members.
(b) Fill vacancies on the board of directors or any committee thereof.
(c) Adopt, amend, or repeal the bylaws.
(4) Unless the articles of incorporation or the bylaws provide otherwise, ss. 617.0820, 617.0822, 617.0823, and 617.0824, which govern meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.
(5) Each committee must have two or more members who serve at the pleasure of the board of directors. The board, by resolution adopted in accordance with and consistent with subsection (1), may designate one or more alternate members of any such committee who may act in the place and stead of any absent member or members at any meeting of such committee.
(6) A committee member who is not a director has the same responsibility and fiduciary duties with respect to activities of such committee, and the same liability protections, as a committee member who is a director.
(7) Neither the designation of any such committee, the delegation thereto of authority, nor action by such committee pursuant to such authority shall alone constitute compliance by any member of the board of directors not a member of the committee in question with his or her responsibility to act in good faith, in a manner he or she reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.
(8) A corporation may create or authorize the creation of one or more advisory committees with any number of persons on the committee being non-directors. An advisory committee:
(a) Is not a committee of the board of directors; and
(b) May not act on behalf of or exercise any of the powers or authority of the board of directors or bind the corporation to any action, but may make recommendations to the board of directors, to the officers, or to the members.
(9) This section does not apply to a committee established under chapter 718, chapter 719, or chapter 720 to perform the functions set forth in s. 718.303(3), s. 719.303(3), s. 720.3035(1), s. 720.305(2), or s. 720.405, respectively.
In addition to identifying the foci and the goals of each advisory committee, and to help create effective committees, the following suggested policy is intended to better inform potential committee volunteers and those who would select those volunteers:
• Signup sheets for committees are to include what knowledge, experience, or expertise the potential committee member possesses in order to advance the work of the committee in question, (in concert with fellow committee members) and to pursue the goals established by the board of directors and directed by the chairperson.
• For those committees that deal with privileged data, a signed confidentiality agreement will be required in order for the potential committee applicant to join that committee.
In no way should it be construed that the intent to establish each advisory committee is to undermine the authority of the board, but to advance the progress and effectiveness of that body to achieve their purpose.
