Co-option to committees

It is common practice to co-opt people to join committees or sub-committees of societies or trusts, and a well-drawn constitution should make clear the powers and responsibilities of such co-opted people.  Co-option is a term used to indicate that someone from outside a group may be included in the group, either by the group or by the entity that established the group originally.  When co-option is being considered a number of issues need to be considered, as discussed below. Is there power to co-opt? Powers of co-option are usually specified in a constitution if co-option is contemplated by the entity.  If an unlimited power of co-option did exist, for instance, the co-opted people could exceed in number (and therefore out-vote) the duly appointed or elected trustees or committee members, and that might be argued to be contrary to the expectations of those who approved the constitution.  While trustees and committees have wide powers of governance (either express or implied), in the absence of a specific power to co-opt my view is that they have no power, in effect, to add to their number.  To do that should require appointment of new trustees (in the case of a trust) or having additional committee members elected (if a society).  There is authority supporting this view that co-option in the absence of a power to co-opt is unconstitutional (Skipworth-Halatau v Ngati Kapo (Aotearoa) Inc, Employment Court, Auckland Registry, AEC72/98 A85/97). Who may be co-opted? If powers of co-option can be exercised, it is usual for the entity’s constitution to specify this and to specify whether the person co-opted needs to be a...