Contact KSN
Running The Perfect Meeting
HOW TO KEEP YOUR MEETINGS SHORT AND YOUR PATIENCE LONG
Presented by Jordan I. Shifrin at the 32nd Annual Community Association Law Seminar, January 13-15, 2011
What to do with a Runaway Board
Most associations get through the day-to-day operations with a dedicated board and a professional property manager, working in tandem to keep the property running. However, sometimes owners find themselves in a situation where the leadership is a dictatorship that is anything but benevolent.
In those instances, owners are faced with having arbitrary and sometimes extra-legal actions imposed on them that may suppress basic freedoms or adversely impact property values. When this happens the owners must begin to band together and take action.
An association is the purest form of democracy. This particular unit of government, at the closest level, has the most impact on an individual’s day-to-day living and on basic human rights. owners must stay on top of board business so that when an important decision is made, particularly when it involves spending large sums of money, the board’s action does not come as a total shock.
I have seen board’s adopt a budget without adequate notice or even the convening of a meeting; adopt special assessments contrary to restrictions in documents, skip elections entirely, meddle in peoples’ day to day lives beyond all reason or just bully anyone who attempts to question board operations.
Likewise, for board’s themselves, I have seen board’s direct enormous amounts of energy in dealing with a single maverick board member or a dissident faction, or a rude owner who tries to monopolize meetings with their petty grievances, and instead of being able to deal with the business at hand, they are spending all of their time and energy addressing the outlaw(s).
When it is the board that appears to be acting outside the scope of its authority, there are certain steps that can be taken.
First, a special meeting of members should be convened. Under the Illinois Condominium Property Act [765 ILCS 605/18(b)(5)], a special meeting of members can be convened by the president, a majority of the directors or by a petition signed by 20 percent of the membership requesting a special meeting.
The agenda for this meeting should be "board accountability." This should not be set up in an adversarial atmosphere. Rather, a list of specific questions should be submitted in advance to the director or directors in order that they can prepare a response. This can open up a productive dialogue and the board should be able to explain its actions. Personal attacks should be avoided at all cost. Stick to the facts. Often, misunderstandings can be cleared up with a two-way dialogue. If necessary, invite the association attorney to act as a moderator for the format. This is far more productive than the next remedy, which is a last resort; removal of some or all of the directors.
The Illinois Condominium Property Act does not address removal of board members. An association must first look to its own by-laws and if they are silent, then the Illinois General Not For Profit Corporation Act (except for cooperatives set up as regular corporations or trusts).
Most by-laws provide that the board can be removed by some set percentage of members (often two-thirds), either of the entire community or of those attending a removal meeting. First, the requisite procedure for calling the meeting must be followed.
Second, a special meeting of members must be convened by sending proper notice (condos -- not less than 10 days nor more than 30 days -- Section 18(b)(6) of the Illinois Condominium Property Act; all others, follow their by-laws or if the by-laws are silent, the Illinois General Not For Profit Corporation Act, which is not less than 5 nor more than 60 days -- Section 107.15). The notice must state the specific purpose of the meeting.
Although proxies do not have to be prepared for a removal meeting, they often are. Again, the attorney should be consulted to review and screen any legal documents, such as petitions, notices, ballots for removal, etc., to make sure that they are valid.
A "reverse" election meeting is then held. It is not a court of law and it should not be an accusation session. The business is limited to voting on removal of directors and those that have done their homework should know why they are voting the way they are.
Once the recall election or removal vote is held and the removal is successful, a special election should be then convened immediately thereafter to elect a new board (there should have been notice of this action as well). For a single or limited number of removals, the remaining directors of a condominium board may select a replacement by a two-thirds majority vote (Section 18(a)(13) of the Illinois Condominium Property Act). Homeowner associations must follow the precepts of their by-laws.
Note that the Illinois General Not For Profit Corporation Act does require that if an association has cumulative voting, and less than the whole board is to be removed, no director may be removed if the votes cast against their removal would be sufficient to elect them if voted cumulatively at an election of the entire board [Section 108.35(c)(3)].
These types of meetings are extremely divisive and tear at the fabric of an association. However, sometimes one or more directors can single handedly destroy the effects of years of good work with a series of senseless acts.
Maximum effort should be made to talk out the problems. However, when all else fails, the removal procedure is available.
How to Shorten your Meetings
Are you spending your entire life going to meetings? Are you tired, run-down, and fatigued? Try Mother Fletcher’s “Meet Too Much” and you will get fast relief.
Ask a veteran member of an association board of directors whether they can have a meeting in about an hour, and most will tell you to keep looking for the pot of gold at the end of the rainbow.
The typical association board of directors' meeting in its current form developed and perpetuated itself during the late 1970s and has evolved into the beast that devours board members (Meetzilla?). Ask any former director why he no longer serves on the board and it usually can be attributed to something stemming from a board meeting.
Originally intended to mirror the business meeting of a corporation, many association meetings now resemble the atmosphere of the corporate lunchroom instead. Part of the problem can be a lack of education on the part of the directors; dominant owners overwhelming passive directors or the first board’s efforts to create a town meeting open atmosphere that turns into a union hall
For associations suffering from depleted volunteerism and board member self-immolation, it is suggested that the board look at its meeting schedule and how meetings are conducted in order to make them more "board member friendly", as well as "unit owner friendly". Here are some suggestions on how to have productive and efficient directors’ meetings:
► Have a homeowners’ open forum before the meeting begins. Limit owners’ questions and comments to a defined length of time. NOTE - the homeowners’ forum is not the place to report maintenance requests unless the owner is having a problem receiving service. A period of 15 to 30 minutes should be sufficient time to answer most questions, after which you should end the session. Invite the members to stay and listen, but commence the board “business” meeting and limit it to board discussion only. Homeowner interchange should not take place during the board business meeting. If there are significant homeowner issues, a special meeting of members should be scheduled.
► Start every meeting on time. Even if a quorum is not present, the homeowners’ forum, announcements and other items can be handled first until a quorum of the board is present and the board can begin conducting business.
► Meetings should be scheduled on a night or day when your directors are most readily available. If the meeting begins too late in the evening or runs too long, thinking gets muddled and the irritability factor increases. People get tired and may gloss over important issues after having spent too much time on minor matters.
► Prepare an agenda and have it available for all attendees. “Front load” the most important issues so they can be addressed while everyone is still fresh. Some boards have a tendency to nit-pick the unimportant things. The management report and minutes do not have to be read verbatim. Copies can be given to directors in advance to the owners who attend. The treasurer’s report is not an action item and does not require a vote. Announcements, committee reports, president’s report, etc. can be saved to the end of the meeting.
► Alternate speakers of opposing points of view to avoid redundancy and limit the number of exchanges and the amount of time for discussion.
► Set time limits for discussion in advance. This will create an expectation and encourage speakers to get to the point. Sometimes the president has to ask if anyone has something new to add and then move toward a vote.
► The president or chairperson must control the agenda with a firm hand. If the president is a competent executive but not good at running the board meeting, select a chairman pro-tem, strictly for running meetings.
► Consider scheduling significant issues requiring a more lengthy discussion for more than one meeting (towns sometimes have a workshop meeting before they go to a vote at an open meeting). For certain topics, an association board can have its workshops in closed session so the lengthy discussion can be disposed of, and the debate and vote at an open meeting will require only a limited amount of time.
► The president needs to sense when discussion is either becoming repetitive or everyone is in agreement and call for a vote. (This is known as beating a dead horse syndrome.)
► Do not meet just for the sake of meeting. Condominiums and most other types of associations are only required to meet four times per year but have a tendency to “over-meet”. Expenditures already allocated in the budget do not have to be voted on more than once. Once a board reviews bids at a closed session, the vote at the open meeting can be brief. Tentative policy changes and disciplinary proceedings can be handled by the committee of the whole in closed session so long as any votes are conducted at a subsequent open meeting. If you meet monthly, consider canceling the December meeting and maybe one or two during the summer. Better yet, consider meeting every other month, or even quarterly.
► Develop a rhythm for all meetings. Meetings should follow the same organizational structure month in and month out.
If the purpose of a meeting is merely to inform, the board should send out a newsletter. If actual business is going to be transacted and a vote will be taken, then the meeting will be productive and move along more swiftly with the help of a good facilitator.
The most important thing to remember when scheduling board meeting is “less is more.”
Why do People Act this Way…or, How to Run a Meeting without Getting Arrested
In trying to get through the month to month business of conducting a business meeting, board members, property managers and sometimes attorneys have to deal with certain “types” of people. Perhaps they are a different species than you or I, maybe, spawned from a pod left by an alien. Here are some of the typical attendees that give people ulcers:
I. The Demagogue
It’s always about them, isn’t it? Everything is about them. They never want to actually do any productive work for the association; they never run for the board or volunteer to serve on a committee. They will typically sit outside the circle criticizing and taking “potshots” at everything and everyone without offering any positive suggestions. You can easily recognize them as the discussion progresses, because they stand and edge closer to the front of the room, as if to take over control of the meeting. Sometimes the demagogue will appeal to a small cadre who do not have the courage to speak up and he or she becomes their voice. (This is how Hitler and the brown shirts got started.)
In order to neutralize the effects a demagogue will have at an open meeting, here are some suggestions:
1. The orderly proceeding of the meeting will require firm leadership;
2. The chairman must never raise their voice. (The louder he gets, the quieter you are.)
3. Encourage peer pressure to force them to sit down.
4. In a positive voice, politely ask them to “sit down and shut up!”
5. If it continues unabated, be prepared to adjourn the meeting and immediately leave.
6. Consider enacting a policy that, after ample warning, notice and due process, a disruptive owner can lose their meeting privileges for a specified time.
7. Consider hiring uniformed security as a deterrent factor.
II. The Assassin
This is a board member lurking in wait for each opportunity to stab another board member in the back. They have their own agenda, although publicly professing to work for the good of the association. They never miss an opportunity to make someone else look bad, usually with a surprise outlandish statement, which is pure conclusion and innuendo, rather than facts. Sometimes they are not a current director but usually have a pipeline to current or old information which they readily convert to “misinformation”.
III. Vigilante
This individual takes matters into their own hands. Dissatisfied with the democratic process, chain of command or waiting for the next board meeting, this owner/director may choose to disseminate confidential information to other owners, directs and critiques contractors without authority, confronts other owners for alleged rule violations, sends lengthy letters/emails to the board asking 100 questions, many of which are repetitive. (My office keeps these letters in a special place, entitled “nut files”).
IV. The Narcissist
This is someone who loves the sound of their own voice (they probably have a karaoke machine at home). They never listen to the answer given to any question they ask, they just keep asking more questions. They are self-deluded into thinking that everyone supports their agenda and are generally insensitive, inconsiderate, egotistical, blah, blah, blah.
V. The Heat Rash
This is someone who is really, really annoying. They have some very peculiar ideas about things and are always brainstorming how to get them implemented. (Let’s abolish assessments and just charge user fees to everyone who uses something.) Sometimes they are very passive, easy going people, so it is hard to get angry, but they never take no for an answer. They are not disruptive, just time-consuming and personal energy wasting. Even if they are made to look foolish, they are so clueless that sarcasm goes right over their head.
VI. The Anal Chef
No answer is ever good enough or complete enough. They are so overly-analytical to the point where they constantly are demanding more data, more information, more facts, more graphs, tables, and charts and as a result, can never make a decision. They always worry that some critical point has been overlooked. The analytic is resistive to change, cannot make a decision, paralyzed with fear of making a mistake and questions any decision that is outside the box.
VII. The Dictator
Usually, the president, but sometimes can be an outspoken board member who overshadows the more passive president. Sometimes it is the president’s enforcer.
Their philosophy is “my way or the highway”. The dictator is unwilling to work as a team member (does not play well with others), opinionated, aggressive, loud, sometimes rude and often, ignorant. Not a good representative for association good will and would probably prefer to run the association without the necessity of having to go through the board or the owners for anything. The Dictators usually wind up costing the association a great deal of money for poorly negotiated contracts and unnecessary legal fees.
VIII. The Baby (also see Martyr)
Throws a tantrum anytime they do not get their way and tries to evoke sympathy from anyone observing. The Baby may storm out of meetings and then walk back in or even verbally resign and then demand reinstatement. If defeated on a vote, or put down on the point they are trying to make, they sit and pout. The worse thing you can do with them is to offer sympathy or let them know you feel badly.
IX. The One-Trick Pony
These are the most time-consuming and distracting board members. They ran as a single-issue candidate (they didn’t like paying the special assessment or they had their car towed). That is why they ran; for some real or imagined slight. They usually do not have a constituency amongst the owners and they obstruct the conducting of business at every meeting so the time can be spent focusing on their personal issue. When it finally gets resolved, they manage to find another one.
X. The Nattering Nabob of Negativity
You say black, they say white. They criticize everything, every decision, yet offer nothing in its stead. They are never placated or satisfied with any policy. They can never be relied upon to support any issue because they will find fault with it and either vote against it or at best, abstain.
XI. Finally, the Number One most Common Species, the Unpredictable, Quixotic and Most Difficult of All….The Lunatic
This person is border-line insane and they are sporadically subject to irrational behavior, outbursts, declarations of persecution, interfering with other people’s rights yet, one-on-one they seem passive and cooperative.
They will call the association attorney, independent of the board, write letters to all levels of government, send long, run-on letters and emails and make an issue out of everything. If you do not agree with them, you are out to get them and you will be masked as their enemy. Sometimes their lunatic behavior manifests itself in living in squalor and filth, or wearing ratty clothing. These are people who may be psychotic or may have dementia and definitely need psychiatric help. Frequently, their family members are aware of their problems, but feel if they put them in a condominium, the association can now be the caretaker.
SOLUTIONS
The last thing an association needs is to have its time monopolized by a difficult director or an out-of-control owner. Unruly directors can be suspended or removed from the board, but they remain unruly owners.
Techniques that boards can use in dealing with out-of-control directors are:
1. Have a one-on-one, or two-on-one session and try to talk things out.
2. Bring the disruptive director into a closed session, with the entire board.
3. If all else fails, consider adopting Rules of Conduct for the board and repeat offenders can be suspended.
4. If all else fails, if need be, suspend or remove them from the board and if necessary, seek a restraining order or an injunction.
With regard to the disruptive, uncooperative owner who is not on the board, consider:
1. Appointing a sergeant at arms to keep order.
2. Hire a uniformed security guard as a deterrent.
3. Avoid calling on these people at a meeting until the very end.
4. Call on them only once and ensure in advance that their peers will keep them in line.
5. After fair warning, suspend their right to attend meetings.
6. Create a committee and appoint them as chairman (either you’re with us, or you’re against us).
7. Videotape them at meetings.
8. Work diligently to get people to the annual election meeting and collect enough proxies so that they do not get elected to the board.
9. Always thank them for their very valuable point, that the board will take this under advisement and get back to them.
These are all the most common residents of the human zoo and the board members, property manager and the attorney are all the zookeepers
Communication Breakdown
In representing associations for almost 3 decades, I believe that one the areas I have developed the most expertise is human dynamics. Why association living is often difficult or gut-wrenching boils down to issues involving communication. Take a business dispute and try and resolve it on an emotional level and you have a front row seat at a prize fight. Resolve the communication issues and voilà, no problems. Life is beautiful.
The board president is a bully, the homeowner in the audience is a demagogue, the property manager is a do-nothing, know it all, and on and on....all the stereotypical labels. If the subject of all of this attention was better at communicating their message, there would be no animosity and their role could actually be appreciated.
Sometimes, it is not necessarily what is said, or even how it is said, as much as how a person is perceived by the listener (as I always say, “Perception is Reality”). If the treasurer is perceived to be untrustworthy, when he makes his report on the forthcoming special assessment some people will mutter he has been stealing money, even though for the past 20 years the board has refused to provide for adequate reserves.
How can we better deliver our message so we can be more effective? (As social guru Marshall McCluhan once said back in the ‘60s, “the medium is the message.”) How you deliver the gospel is more important than the information you are conveying. How you act before, during and after communicating will determine the level of cooperation. Whether you are the communicator or the listener, your body language and facial expressions, as well as tone of voice, may decide the outcome of your effectiveness.
(In all instances, if someone is truly crazy, disregard any of this information.)
If you are having difficulty communicating, or are observant of someone who is, ask yourself these questions and perhaps with just a minor adjustment of style, you can see a deflection of this prior hostility and a much better result.
1. Are you consistent in your actions, and as a result, predictable? Consistency and predictability often translates into reliability. People who are not perceived this way often give off an air of untrustworthiness. Shifting of values and priorities are viewed as unpredictable and create insecurity and lack of trust.
2. Straight talkers can be perceived as honorable, direct or lacking in tact, a person of conviction or a bully. It is all a matter of how forceful the message is delivered. Is it a statement of belief, conviction, or are you trying to ram it down someone’s throat.
3. Are you exhibiting empathy; the ability to know and feel what others are feeling? “I feel your pain,” is a message that can be a trust builder. However, going overboard can come across as wishy-washy and soft.
4. Is there genuine concern being conveyed, or is it mere lip-service? If the concern is perceived to be such it will build trust. If it is perceived to be false, however, it can create the highest level of animosity.
5. Communicating expertise is important because the more the listener realizes the speaker has the education and background to discuss a topic, the more a listener will be at ease or will be willing to back down.
6. Develop a level of competency, even if it’s the narrowest of areas, and it will result in confidence in the listener. A board member who knows everything there is to know about a narrow topic like painting will not generate criticism so long as they can communicate that expertise. Hemming and hawing, being unprepared, or being unsure creates anxiety. “Never let them see you sweat.”
7. Exhibit a level of authority without generating fear. Authority will result in respect; creating fear will result in hostility. Sometimes striking a balance is the most difficult thing of all. Be an enlightened despot, or a benevolent dictator.
8. Offer help because you know someone or something that will be useful. If you are perceived to be able to influence an outcome in a positive fashion you will be effective in your communication. Being conscious of how you are saying things is just as important as what you say.
9. Body language gives cues to your listeners that they pick up and you are not even aware you are sending. If you are making a presentation to the homeowners and in response to a pointed question, you fold your arms, no matter how sincere you appear, your body language has delivered a message that you are not listening to a differing point of view and have already made up your mind. By studying these dynamics and thinking about how you come across and better understanding what a speaker is saying, it will result in less hostility and better understanding; ergo, better communication, better meetings and the perception of a well run association.
Working toward Shorter Board Meetings
The bane of the board members’ existence: the four hour monthly board meeting. I assume that there is a certain percentage of the board member population that looks forward to this social occasion; however, it is probably the largest cause of board member burnout. Most people who are willing to serve on a condominium or HOA board are willing to give of themselves and devote their time to promoting the best interests of the association. Most of these people, though, have lives that extend beyond the board of directors. Being a director does not define their life. If the meetings cascade out of control between coffee-klatch atmosphere and owner attack dog sessions, it makes it harder and harder to get people to commit themselves to a job where the personal detriments outweigh the greater good.
This is why it is most important for an association to have a fixed strategy in running its board and owners’ meetings. In consultation with an experienced manager and legal counsel, the board can have a game plan to follow for every meeting. Not only will this extend the shelf life of quality people, but the owners will have more respect for the board. A meandering disorganized gabfest is an open license for difficult owners to shout out every question and hurl every insult that pops into their head throughout the meeting. If you have ever sat through one of these, it makes you wonder why anyone would want this job.
Here are some basic rules to avoid common pitfalls and a lot of them are tied to good communication.
First, all meetings of the board are open to the members (except the closed session exceptions). Since one to a hundred owners may be in attendance, it is always important to: (1) introduce the board and guests, and (2) go over the rules of decorum. If this is explained "up front", there is a good chance that most people will obey the rules. That limits the problems and the timeline for the meeting considerably.
Second, many people come to the meeting not necessarily to hear the board conduct business, but rather to have their say about a personal issue. If it is clear: (1) the board will hear comments during an "open forum" before the meeting commences, (2) will limit the time to 20-30 minutes, tops, and (3) request that no maintenance requests be made during the session, but called into customer service, this portion of the meeting will go much smoother.
Third, the open session is then closed at the specified time and then the board meeting is called to order. Owners will then be advised they are welcome to stay, but it is a board of directors’ business meeting and there will be no discussion with or questions from the audience. If the board president can get these last three points across, you have now eliminated one to two hours of that four-hour marathon. Now, you only have to get the board members in line.
Fourth, you must have a written agenda that follows the same format every meeting. This is not just a game of owner expectations, but directors, as well. The president, with the assistance of the manager, sets the agenda. Each month, most of the agenda is identical. The fill-in the blanks part is the new and old business portions. Everything else from call to order to adjournment is identical. Also, a packet of information is prepared for every meeting which the board members can review in advance and come to the meeting prepared. This includes current financial reports, minutes of the previous meeting, the agenda, the management and delinquency report and any other relevant documents like contracts to be voted on at the meeting. If the board members have this information in advance, they can prepare their questions; and answers can then be precise and on point. Also, there is no need to read this information out loud, verbatim, since a written report is in hand and has been reviewed in advance. Thus, time is saved and boredom has been avoided.
Fifth, a capable board will have someone with a basic working knowledge of parliamentary procedure (adopted from Roberts’ Rules of Order). Please note that Roberts’ rules are erroneously cited as the ultimate authority in many operating bylaws. No Association I have ever been associated with was ever capable of fulfilling this requirement without the necessity of hiring a professional parliamentarian. However, there are many "how-to" manuals adapted from Roberts’ Rules that provide basic guidelines which are suitable and are an effective guide to running meetings correctly. The most important thing to always remember is, "less is more".
Sixth, it is up to the chairman of the meeting to keep everyone in line. If the board president does not have a strong enough personality to do so, then a sergeant at arms should be appointed for each meeting. Hopefully, the term "you are out of order" is not a weapon in the arsenal that has to be pulled out too often. As a gentle reminder, the chairman must politely ask periodically, "Does anyone have anything new to add which has not already been said?" Over the course of time, it will become less and less a necessity to ask this question and meetings will be a more economical use of time. There is also no limitation on the ability of the chairman to set time limits for discussions on certain issues and gently ask for closure of discussions and to tactfully wind things down. This is the third area where meetings have a tendency to meander along.
Lastly, through some media or means of communication, the members need to be informed of what the board accomplished after every meeting. Traditionally, most associations use a newsletter, or at least posted minutes, but now association websites are becoming more popular. The main thing is communicating with the owners as to what is happening. This will eliminate a lot of the typical false accusations of the board acting in secret and conspiring against the owners.
The ultimate goal should be a one-hour board meeting. Since associations legally need only meet four times per year (the monthly meeting is an urban myth), if you can accomplish both objectives, your meetings will be more productive, the individual directors will have a sense of accomplishment and qualified people will want to stay involved. It is merely a question of striking a balance between efficiency and good communication versus aimlessly going through the motions.
When you Need a Lawyer at the Meeting …and When you Don’t!
After almost three decades of representing co-ops, condominium and homeowners’ associations, I am often the recipient of a last-minute panicky phone call or email to attend a meeting. More often than not, it’s a meeting where the owners will be present, en masse, boiling tar and pulling feathers.
How did the association get to this point, anyway? Considering that boards do not generally meet that often and very few people ever show up, why is everyone so angry? Further, what can the association attorney do about this?
If the board consults with its law firm on all legal matters, uses its property manager effectively and the board communicates regularly with the membership, things should not reach the ignition point of spontaneous combustion. As we have learned, every association has a personality, so people in the community may not get upset about something that drives people in another association to distraction. Whether it’s a special assessment, a bank loan, changing the declaration or clamping down on rule enforcement, all of these events can generate an insurrection if not handled properly.
However, the association’s legal counsel is not a policeman to be summoned to meetings with an ax handle at a moment’s notice to put down an insurrection and protect the board of directors from bodily harm. If events have accelerated to this point, and you cannot strategize a rational game-plan, cancel the meeting! The following recommendations are to encourage pre-planning and can eliminate these types of situations:
1. Whether past boards neglected to set aside reserves, failed to raise assessments sufficiently, or buildings deteriorated faster than anticipated, if a Board does not keep its members informed, the president may wake up to a burning cross on his/her lawn.
In an age of cyber-communications, a community website is now a necessity. Newsletters or just plain mailers periodically will inform the huddled masses. For those that do not or refuse to read, talk to them. Invite them to meet one on one with the board in a closed session or just call them up. A “strong” personality should not be given an audience to launch an attack on the board, especially when it’s not the current board’s fault. Experience shows us that these types of people have their own agendas, anyway.
The biggest mistake the novice board and manager make is sensing a storm is brewing, deny it, ignore it, stonewall it and hope it blows over. The leaders or spokespersons must have their day in court, but it does not have to be at an open meeting. If an uproar breaks out at a meeting, there is little the lawyer can do. A more effective use of your counsel’s time is to seek advice on how to address the situation. It is not the lawyer’s job, nor should it be to field questions attacking the board or providing a “stonewall” defense. If the board has consulted with counsel on the important issues, then they should at least be confident in their position, that it is based on firm legal grounds.
2. If the meeting is going to proceed, have a procedure in place before you commence.
(a) Set a limit for homeowner comments and questions.
(b) Set up a microphone in the middle of the aisle, where each person must step up, identify themselves and ask their question.
(c) If the Board President does not have an iron disposition, appoint someone to run the question and answer session. Attorneys who fill this void are often asked questions contrary to the board or the association’s interest and may be giving the door for a potential conflict of interest.
(d) Have people who wish to speak, sign up in advance.
(e) Do not respond to people blurting out comments from the audience. Stick to the procedure and tell the people who are refusing to abide by decorum, that they are “out of order”.
(f) You can have people submit their questions in writing in advance so the board can prepare an informed response, as opposed to an instant, spontaneous answer steeped in emotion and fear.
(g) With several minutes to go, announce the time has almost expired, try and identify several people who have not spoken and then let them wrap-up. Remember, the person who tries to dominate, keeps raising their hand and shouts out their question out of turn is only there to hear the sound of their own voice.
3. When serious Board matters arise, call a closed session with the attorney and if appropriate, the property manager and try to settle the issues so the board, which may be split, can at least present a unified front in terms of being on the same side, even if people disagree.
4. In a perfect world, people at open meetings should raise their hand, speak only when called upon and wait for someone to finish before they start speaking (in a “Bizarro” world, you have people who are half loaded shouting out anything that pops into their head and who don’t listen to the facts because they already have their minds made up).
The bottom line is, meet only when necessary, don’t take on a role unprepared, use your attorney for advice, and do not have he or she come to sit at a meeting when their presence is a distraction rather than a solution.
Associations and Open Meetings
One of the great truths of the association culture is that the board shall not conduct its’ business behind closed doors or have “secret” meetings as this deprives the owners of their rights. In concept it sounds like a fine principled idea. In practicality, there are more exceptions than rules and more urban myths than exceptions.
Beginning with the minimum legal obligation, we can dispel the biggest myth first.
Illinois does have a law called the Open Meetings Act. It is set forth in Ch. 50 ILCS 120, et seq. of the Illinois Statutes. It requires open meetings for public bodies only. Public bodies are duly elected or appointed governmental bodies such as village boards, park districts, etc. It does not apply to private organizations such as condominium and homeowners associations. All of the scuttlebutt about violations of the Open Meetings Act at association meetings is not applicable.
Associations are subject to certain “open meetings” requirements set forth in other statutes and often in their operating documents.
The following requirements appear in the Illinois General Not-for-Profit Corporation Act, the Illinois Condominium Property Act and many declarations and bylaws:
1. All meetings of the Board where business is conducted are open to the members;
2. Notice of a Board meeting must be sent to all members no less than 48 hours in advance;
3. Board meetings are to be conducted in accordance with the basic rules of parliamentary procedure (adopted from Roberts Rules of Order);
4. Members have a right to be present, but shall not participate in the discussion or voting on board business (most associations hold an open forum for the owners to speak before or after meetings);
5. All votes are recorded in the minutes;
6. Minutes are a short summary of board votes, not a verbatim transcript of discussions or owner comments;
7. Minutes are available upon request. They do not have to be sent out to all owners after every meeting;
8. The president runs the meeting and directors may only speak when called upon;
9. Minutes are not official until approved at a subsequent meeting;
10. Minutes must be kept for seven years.
Where there is confusion and often controversy is when the board meets without owners being present. There are three statutory exceptions and one implied condition of when a board meets in a closed session.
1. No notice to the owners is required.
2. No business can be conducted; i.e. no votes can be taken.
3. No minutes are kept.
4. The board can discuss:
(a) The hiring and firing of contractors and personnel.
(b) Disciplinary action against an owner such as fines and delinquencies (and implied that a board can also discipline its own members for violations as a director).
(c) Confidential discussions with legal counsel about pending or threatened litigation.
(d) Where no business is actually conducted.
The old myth about three directors on a five person board riding an elevator, constituting a meeting, is dispelled.
Sometimes boards find it necessary to have planning sessions acting as a committee of the whole, such as developing a budget. For condominium associations, once the “proposed” budget is hammered out, then the statute has protections built in for the owners, i.e. it must be sent to all owners 30 days prior to adoption, owners must receive notice of not more than 30 nor less than 10 days prior to the meeting where it will be adopted, owners have a right to be present, the board votes on the budget at the open meeting and it is recorded in the minutes.
In the event the budget exceeds a 15 percent increase over the prior year, then the owners can file a petition for a referendum and could reject the budget if more than a majority of all owners deem it so.
As you can see, there is a balance in this instance. The board has a right to meet and crunch numbers without interruption; the owners are protected with the right to be present and even reject a large increase in assessments.
This is just an overview and there are exceptions to the exceptions.
The most important thing to remember is board members have rights to act like directors of a corporation, owners have rights to be informed as members of the association and the Illinois Open Meetings Act protects the taxpayers by imposing criminal penalties on public officials that knowingly violate it.
There are no such sanctions for private organizations, nor, in my opinion, should there be.
