“Virtual Meetings In Community Associations” – KSN attorneys Kerry Bartell and Pamela Park discuss the use of virtual meetings in community associations. They review the use of technology like Zoom, addressing virtual meetings in your governing documents, best practices to facilitate an efficient effective virtual meeting, and more. (60 mins.)
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Episode Transcription
Nikki: You are listening to the KSN podcast and today we’re talking about virtual meetings. Welcome to the KSN podcast where you’ll hear from KSN attorneys as they share their experience and insight on legal issues surrounding community associations, collections, property tax appeals, and landlord tenant law. I’m Nikki and today we’re joined by two KSN principal attorneys, Kerry Bartell and Pam Park. Both Kerry and Pam are highly accomplished attorneys, practicing condominium, townhome, and homeowners association law in Chicago and the surrounding suburbs for over 20 years.
Kerry: Today, you’re joining us for a podcast on virtual meetings; where do we go from here? I’m Kerry Bartell with KSN.
Pam: And I’m Pam Park.
Kerry: Welcome. So we have a couple of different topics that we’re going to be discussing today. First we’re going to kind of go through the three types of meetings, which are annual meetings, board meetings, and special meetings and then also we want to talk about what we can learn from the past year and some tips on moving forward post pandemic even though we came to keep flipping in and out of it, but hopefully we’ll be post pandemic soon. So, the first thing that I’m going to discuss today is regarding annual meetings and elections. I’m going to start with some background on annual meetings and elections. This will give you just a good basis for how annual meetings and elections are supposed to work generally and then we can talk about some other specifics. So there are statutory requirements for elections under the Illinois condominium property act, as well as the common interest community association act. There are notice requirements. You need to send notice of the time, date and the purpose of an annual election or annual meeting to all owners, not less than 10 days, nor more than 30 days prior to the date of the meeting.
There are also notice requirements and eligibility requirements with respect to candidate solicitation. You should make sure that you review the condo act or CICA depending on which is applicable to determine what those notice requirements are. I’ll talk about that, or we’ll talk about that more in some detail in a little bit, but the notice requirements for candidate solicitation, if you do absentee balloting or electronic balloting, there are strict notice requirements. With regard to eligibility, note that the condo act provides that the only qualification for serving as a candidate for the board is ownership of a unit. So residency requirements or good standing requirements in our opinion are currently unenforceable. There are statutory revisions that are pending with the legislature to allow for some other types of eligibility requirements, but those are not as of yet law. Quorum requirements are dictated by the statutes as well. For condominiums associations of more than 20 units, it is 20% regardless of what your declaration and bylaws provide.
For CICA associations it is also 20% although you can allow for a lower amount in your governing documents. And finally how you tabulate the votes is also dictated by the statute for condos. That is that every individual unit owner’s vote is multiplied by the percentage of ownership attached to each unit. So make sure that you are waiting for those votes if you’re in a condominium association. For townhome and homeowners associations, typically it’s one vote per unit. I’ve only come across a few in my long career where for a townhome association, they actually have percentages of ownerships, but that is very, very rare. So there are then the association specific requirements for elections. These are the provisions that are dictated by each associations governing declaration or bylaws. The first obviously is the number of directors to be elected. You want to make sure that you have the correct number of board members and board member positions serving. So typically that is five, sometimes you’ll see more than that. I actually have one association that has 13 board members, but it’s a particularly large association, as you can imagine.
The minimum number of directors per the statutes is three. So you have to have at least three spots, we’ll call them spots. The next thing that you want to review is what the term of your elected directors may be and how long that term is for each board member. Again, the most typical term length is two years and there are usually staggered board positions, so that half of the directors are up in one year, the other half are up in the next. We generally recommend that that’s how board terms are handled within an association and that is because it allows for some continuity with the board. We do have associations that all their board members have one year terms and every year everyone is up and if you sort of have the worst case scenario, you could have an entirely new set of board members that don’t really have the history of what is going on with the association and what the future planning is. The next thing that you want to check is whether or not your bylaws or your declaration call for cumulative voting versus non-cumulative voting. The difference being in the cumulative voting scenario an owner can place all of their available votes on one director as opposed to voting once for each of the various spots.
So let me give you an example. If you have three positions open in a particular election, and I wanted to cast all of my votes for Pam, all three of my votes, I could. Alternatively, I could give two votes to Pam and one vote to myself or any combination of three votes. If you have non-cumulative voting, then I could only give one vote to Pam, one vote to myself, and one vote to another candidate. I also want to note with cumulative voting and non-cumulative voting, if your declaration does not specifically provide that cumulative voting is permitted, the default rule is that you have non-cumulative voting. You have to have specific language that indicates that it’s cumulative voting in order for that to be in play.
Pam: And I just wanted to add that with cumulative voting many times issues come up as to whether or not half of an individual’s percentage can be voted to one candidate. And so, you have one and a half votes going to one candidate and one and a half votes going to another candidate, but it’s always been our position that voting, especially with percentages, is difficult enough and that you can only assign your vote in whole numbers. So no percentages, no fractions, nothing like that.
Kerry: It’s a good point, cause you already have us doing math, which is a nightmare to begin with, and then you add fractions and we kind of start spinning. So yes, whole numbers only. That’s a really good point. The next thing you want to check with respect to your bylaws is what the eligibility requirements are for board members. Again, for condo associations currently the only eligibility requirement is ownership of the unit. Under CICA or if you’re not governed by CICA, if you’re under the threshold for applicability of CICA, then you can have other eligibility requirements such as a residency requirement. Next is your nomination procedures. There are a handful of association declarations and bylaws that require a nominating committee. So you want to make sure as to whether or not that procedure needs to be in place. Again, it’s a handful that I’ve seen, but we always check. And also whether or not you need to allow for nominations from the floor or not.
Again, we’re going to talk about absentee ballots and electronic ballots in a minute, which will address nominations from the floor as well. And finally your declaration and bylaws can allow for secret ballots. I get this question all the time when I have a particularly contested election where the owners are asking, well, can anybody see how I voted? And I don’t want to produce the ballots after the election because I don’t want X, Y, Z to know how I voted. Unless your association has adapted secret ballot procedures, either in the bylaws or in the rules and regulations, how people vote is not secret. So if you want to implement secret ballots, we strongly recommend that you talk to the Association’s attorney so that they can help you draft those procedures. So the traditional voting process for owners, if you do nothing else then all voting has to be on paper. Fax and email ballots are not acceptable. We have seen this all along where people want to email in a scanned copy of their ballot or their proxy, that is technically not acceptable. You would only have in person ballots available at the meeting itself. You cannot mail them out ahead of time. And then you use, of course, proxies and proxies must be signed and dated by the owner. They can designate anyone as your proxy holder.
So you could designate your cousin who lives in Minnesota to be your proxy if they’re going to show up at the meeting. It does not have to be another owner. The other part about proxies, which some people find surprising is that there’s no guarantee that your proxy holder has to vote the way that you indicate. If you read the statutory language, a proxy only allows the proxy giver, the owner, to indicate their preference for voting. But if I am holding your proxy, I could say, “Hey, you know what, you’re crazy. I’m going to cast your ballot for these other people.” So there’s no guarantee. There’s also no limit on the number of proxies that one owner can submit. So this is where you end up in these sort of crazy proxy fights, which we’ve all probably been a part of and proxies finally are only good for 11 months. So what the statute did, oh gosh, probably a couple years ago now, several years ago was allow for what we call the absentee ballot procedures. If you adopt an absentee ballot procedure, it automatically eliminates the use of proxies. So you cannot have both proxies and absentee ballots.
Absentee ballot procedure allows owners to vote as they wish and as they designate. You, as an owner, are submitting your absentee ballot directly to management or the board to cast your vote. There is an increased integrity in the voting process because again, owners are voting directly. There’s no middle person, no proxy holder. So a lot of associations did move to this but note that if you’re going to adopt absentee ballot procedures, they must be adopted no less than 120 days prior to the election in which they will be used for condominium associations. If you are a CICA governed association there’s no 120 day waiting period. You can adopt those just under your normal rule adoption procedures. Again, as I referenced earlier, there are strict notice requirements for the mailings related to candidate solicitation and ballot distribution when you have absentee ballot procedures, but we’ll talk about that with electronic voting, cause it’s the same notice requirements. All of the voting procedures, whether absentee ballot procedures and regular voting procedures require mailing of the election documents.
This of course results in cost being associated with your election as well as administrative time, mailing, postage, all of those fun things. So we get to electronic voting section 18B, 9B5 and section 18.8 of the condo act were amended a few years ago to finally catch up with the rest of us and allow for electronic notice and electronic voting. The definition of acceptable technological means, which is what you have to use in order to allow for electronic voting or notice is defined as the use of an email or fax, which provides reliable security identification and verifiability of the person submitting the electronic vote or to whom you’re sending the notice. So electronic voting is permitted. Again, you have to adapt rules and regulations in order to provide for electronic voting. It is again for condominium associations, the rules have to be adopted 120 days prior to the election in which you’re going to use them. There is no such waiting period for CICA associations.
So let’s talk about the time periods involved. If you are going to use electronic or absentee ballot procedures. The instructions must be mailed to the owners no less than 10 days, nor more than 30 days prior to the date that candidate solicitations are due. You have to allow 21 days for an owner to submit their candidate applications and the deadline for the candidate solicitation must be seven days before you have to send the 10 to 30 day notice of the meeting with the absentee ballot and or electronic ballot. So the timing is a little confusing and I understand it’s hard to see or hard to hear it orally what the different time periods are. What I always recommend is that you contact the Association’s attorney and you give them the date of the meeting and then we can work back the deadlines from there for you so you know when everything has to go out. Note also that for absentee ballots and electronic ballots, you must allow for write in candidates. You can adopt rules that prohibit nominations from the floor, but you cannot prohibit this allowance for write in candidates.
The next important part with respect to electronic notice and or voting is that the statutes specifically provide that owners have to opt in. In other words, they have to sign a form that says, yes, I consent to electronic notice and or voting and you have to list the email. As an owner, you have to list your email that you want to be used for your electronic signature. So, as an example, if I opt in and I list my work email as my electronic signature, I would not be able to submit a ballot from my home email. The owner has to use the designated email address. Verification of signatures. Again, you can each send in your opt-in form. So if you have multiple owners on a particular unit, they can each opt in for electronic voting, but obviously only one ballot per unit counts. If you adopt electronic voting again, no proxies are permitted, no absentee ballots are permitted, but secret ballots are permitted. So you need to make sure that those rules match up. Retention of ballots and votes, those are going to be the same as with paper ballots. You’re just going to keep either an electronic copy of the ballots or the electronic ballots that were submitted, or you can print them off and keep them in a file folder if you still need that sense of paper, which I know some people do. So I’m going to turn it over to Pam, who’s going to talk about elections during the pandemic.
Pam: Thank you so much, Kerry. So I know that with the pandemic and with the stay at home orders that were enforce last year that there were a lot of difficulties that association faced with their elections because for elections itself, you do need to have that interaction and you do need to have that physical location so the homeowners and unit owners kind of course submit their ballots. So this was especially true with condominium properties, if they didn’t have the electronic voting and they didn’t have enough time in order to meet the requirements to adapt those rules that allowed electronic voting prior to their annual meeting. So how we adapted and how we instructed associations to adapt during the social distancing and during the pandemic and in order to make sure that you’re still keeping your residents safe is to have a sort of hybrid type of an annual meeting where you would have a portion of the meeting that was still available online, or for people to be able to video or conference call into that meeting. And then you would still have a physical location where maybe only yourself as a property manager, sometimes the attorneys were present and maybe one or two members of the board were present at a physical location so that the homeowners and residents can in fact drop off their ballots if that’s what they wanted.
Now, that is still legal under the sense that you still have the physical location of where the annual meeting is, but it does allow people to participate in the meeting virtually and that is legal specifically presumed to section 107.05D of the Illinois not for profit act, which allows corporations to hold their meetings by a conference telephone or an interactive technology, including internet usage or remote communications by means of which all persons participating in the meeting can communicate with each other. And then the participation in such a meeting shall constitute attendance and presence in person at the meeting so that you can still have your forum met with, and you can count those individuals who are just participating by telephone or video, and you can count them towards that quorum. The notice requirements and the information required, you obviously want to advise your owners of how they can hook up via telephone conference calls or video conference calls by making that connection available on your notices. And also, advising owners that there is that physical location where they can drop their ballots off.
So, it may look a little confusing and you can always contact your Association’s attorneys in order to make sure that you have the notice requirements and the verbiage within the notices correct but the timing is still very important for these annual meetings and they do have to conform to the statutes and what is required. Because you are going to have a portion of the meeting virtually, the agenda for the meeting should be available to individuals by either sending each of the individual owners that agenda or having that prepared ahead of time so that you can have the agenda available for each of the individuals who are going to be connecting virtually. Now, what we have found with the elections during the pandemic is that it is necessary for the board members to have some temporary rules in place in order to make sure that these virtual annual elections are run more smoothly. And with that, you might decide that you’re not going to have any nominations from the floor since that obviously is very difficult to put into place when some people are at a physical location and other people are virtual either on the phone or on a video conference call. But if you are going to have these temporary rules for the election, you do need to make sure that you’re following the proper procedure for adopting those rules.
That means the notice requirements for rules under the condominium property act must be followed. You must have an owner meeting in order to adopt those rules prior to the board, then adopt the rules at a board meeting. So none of those notice requirements are set aside just because there’s a pandemic or just because there’s all the social distancing rules that are in place and you want to make sure that you’re following those as closely as possible so that the annual meeting results cannot be challenged in any way. You also have to have the election ballots and the proxies available for any owner who may want to view those after the election itself. Now, what some associations were able to do if they already had their absentee ballot rules in place, or they already had their electronic ballots in place where people can vote electronically or by absentee is they continue to follow those same rules where proxies were not permitted, but owners can submit their absentee ballots or their electronic ballots ahead of the meeting. And you would need that sealed ballot to be able to be dropped off for those absentee ballots at a physical location, which can then be counted and tallied at the annual meeting.
So, it still takes a little bit of coordinate and you still have to make sure that you are providing notice to the owners exactly where they can drop off their absentee ballots, how those electronic ballots can be submitted and how they’re going to be then counted and tallied because owner and managers, they can then count those ballots at the meeting or for the purpose of the absentee ballots or the electronic ballots, you can count them ahead of the meeting. You still want to make sure that owners can view the election ballots and the results after the meeting is concluded and the results are posted. So again, it just is very important to be mindful of the notice requirements for the annual meetings and just making sure that everybody is aware of when and how those ballots and proxies can be submitted. But once you do have the annual meeting and you are able to get a new board elected, then you have the board meeting and everything that goes with board meetings to try to navigate during the whole social distancing and the pandemic issues. With board meetings, there are always general, general statutory requirements that you do need to follow.
The notice requirements are 48 hour, posted, mailed, or delivered, and you have to state the time, date and location of those board meetings. Quorum for board meetings is typically a majority, but you do need to check your declaration or bylaws because some declarations require a specific number of board members to be present in order to have a quorum. If you do not have a quorum of the board members at a board meeting, then no board action can be taken. You also have to be mindful of the open meeting requirements, obviously with condominiums and common interest community associations, you need to have all of your board actions done and performed at open meetings, and that there really cannot be any closed meetings, except for the exceptions that are stated within the statute and those, of course, are for–
Kerry: To meet with your council delinquencies, violations, to interview potential contractors, to review information related to potential contractors, and then the hiring or firing of employees or staff.
Pam: Right.
Kerry: Those are the six, right? I think so.
Pam: Right. So thanks so much, Kerry.
Kerry: Of course.
Pam: And then, you just have to make sure that even if you do have a closed meeting for any of those six exceptions that Kerry advised us of, then you need to make sure that any board vote is still occurring during the open meeting that you have called and noticed properly there. There is a requirement for board meeting minutes to still be taken and that’s for board meetings and the executive sessions that the board may hold for those six topics that are allowed to be held outside of the open meetings. Now, for the executive session meeting minutes, we do recommend that the meeting minutes are more general because you have to understand that, especially if you’re discussing things like litigation or possible claims against an association, those meeting minutes are going to be discoverable. Any notes that are taken during those executive sessions are also going to be discoverable during any type of litigation. So you do want to make sure that you are keeping those executive session meeting minutes more general, so you’re not offering up or providing any privileged information in those executive session meeting minutes.
Kerry: Pam, do you recommend that when they’re doing executive session minutes, that it just lists one of the six topics and you leave it at that without any detail?
Pam: Yes, and you should just note, when you’re going into executive session and the topic that you are discussing and then closing the executive session, it can be that general for the executive session meeting minutes.
Kerry: And then I also get the question, when are they supposed to approve the executive session minutes? Do you still need to approve them? And when do you do that?
Pam: We always recommend that those executive session meeting minutes will then be approved at the next board meeting, just like you would approve the board meeting minutes for the previous board meeting at the next board meeting. Did that make sense? So you’re always a step behind in approving those meeting minutes and you have to understand that meeting minutes are not official until accepted by the board members and approved by the board members at the next open board meeting. Now, for the open forums and the owner forums that you may have, many condominium associations do have open forums, but there is only a requirement to hold an open forum in the common interest community association act. So with condominium associations, many condominium associations do have these owner forums and I think it is important to have that interaction with owners so that they feel that they can have an option to be involved in the board meeting, even though it’s really just for the board members only, but just to advise the board members of any concerns that they might have. And so it really is a useful tool in both condos and common interest community associations.
Now, for virtual board meetings, there is of course, statutory authority for boards to hold virtual board meetings and in section 18A.9B of the Illinois condominium property act, it does provide that board members may participate in and act at any meeting of the board of managers in person by telephonic means or by use of any acceptable technological means. But again, there needs to be the ability for all persons participating in the meeting to communicate with each other. So then once they are participating that participation constitutes attendance and presence in person at that meeting. So virtual meetings, for purposes of the pandemic, I know that so many board meetings were held virtually by zoom or by some other video conference call and for the most part, it was very successful and that it’s something that board members and even unit owners did get used to very quickly. So it was a very easy way for these board meetings to then be able to be held and for board action to be taken even during the pandemic.
Now, even though the Illinois condominium property act, it does allow for these virtual meetings, the same is true for common interest community associations through section 107.05 of the Illinois not for profit act and that states that unless specifically prohibited by the articles of incorporation or the bylaws that the board meetings can be held through the telephone or by other acceptable technological means. So, it is acceptable and it is statutorily proper for both condos and common interest community association boards to meet virtually. Now, other considerations for these board meetings, you have to consider whether or not you do want that physical location for people to be able to attend those board meetings and for the most part, we have been recommending that it’s really up to the board and what their comfort levels are. But unlike for an annual meeting, you are not required to have a physical location for the board meetings. So everybody for a board meeting can be virtual and as long as everyone can participate in that board meeting, then that is sufficient for board meetings to be held properly and legally. You just need to be aware that the owners must be provided with that call in and video conference information and that executive sessions can still be closed to the ownership. You do have to remember that owners do not have a right to participate in those board meetings.
So in that sense, during the board meeting portion where the board members are taking action and voting on the different items in the agenda, you can mute different owners, which we have again found to be very useful.
Kerry: Yeah. We all found the power of the mute button was pretty exciting.
Pam: Right. And of course, except that you do need to have the open forums for the community associations under CICA and for condos that do have that, you should continue to allow that open forum even during the zoom meetings. But I think right now what Kerry is going to discuss is specific board meetings, including the adoption of budgets and how that can be performed virtually.
Kerry: Great. Thank you, Pam. So as you know or hopefully we all know the budget is adopted at a board meeting but what’s particular about the budget are the notice requirements that need to be filed, which we’ll talk about in a second, but the meeting to adopt the budget again is still a board meeting and therefore it can be held virtually. There’s nothing that prevents a board from doing this sort of most important meeting either on conference call or video call. So the thing that we all need to be aware of with regard to the budget meeting is that the notice requirements are very strict and must be followed. I always counsel my clients that if a board does nothing else right, they need to make sure that the election is conducted properly and that the budget is adopted properly. Those are the two ways that an owner can contest their obligation to pay assessments and are really the only defenses when we go to sue for collection of unpaid assessments. So we need to make sure that the board is elected legally and that the budget is adapted properly. So the notice requirements for the budget meeting for condominium associations is dictated by section 1888 and that provides that each owner shall receive notice of any meeting of the board concerning the adoption of the proposed annual budget.
This also applies to special assessments or budget revisions, midyear, in the same manner as provided in the act for meetings of the owners which is to say that owners are entitled to receive notice of the budget meeting no less than 10 days, nor more than 30 days prior to the date of that meeting. And for CICA association section 1-40B4 states that the board must give the ownership notice of any board meeting concerning the adoption of the proposed annual budget or separate or special assessments within 10 to 60 days prior to the date of that meeting. So your notice requirements are similar or the same as your annual election meeting notice requirements. Even though it is just a board meeting, technically. The second part of the notice requirements is with regard to the copy of the proposed budget and what the condo act provides is that each owner shall receive at least 25 days prior to the adoption thereof, a copy of the proposed annual budget. You can do that by mailing either via regular US mail, or if you have adopted electronic notice rules, you can send it to any owner that has opted in. You can send it electronically. CICA provides that each owner shall receive a copy of the proposed budget at least 30 days, but not more than 60 days prior to the adoption.
So if you’re in a condo association and you want to do the notice of the board meeting, as well as the budget in the same mailing, your window is 25 to 30 days before the meeting. If you’re in a CICA association and you want to send the notice of the meeting and the budget in the same mailing, your window is 30 to 60 days. So, just keep that in mind if you want to send them both at the same time. If the board is adopting the budget during a board meeting held on the same evening as the annual meeting the notice of the annual meeting must also be sent no less than 25 days, but not more than 30 days prior to the meeting. So in other words, if you’re combining the annual and the budget, be wary of those notice requirements and the copy of the budget requirements so that your timing matches up. Of import, cause I still get this confusion still. Owner approval is not required to adopt a budget. This is true for CICA and for condo associations and this is regardless of what the particular association declaration or bylaws provide. The board adapts the budget and or special assessments. If however, the proposed budget or special assessment exceeds 115% of regular and special assessments collected during the prior year then there are owner petition rights that come into play and there’s a series of things that can happen.
If you are going to adopt a budget increase or a special assessment that breaks that 15% threshold, we do recommend that you contact the Association’s attorney so that you understand what all the moving parts are, because it can be kind of complicated. So just make sure that you’re in contact with counsel so that we get all of that down and we’re aware of what the potential owner rights are. I’m going to turn it back over to Pam to talk about what we do post pandemic and the stay at home orders.
Pam: So, I think that going forward boards do need to be mindful that some individual owners are going to want to participate in board meetings and owner meetings, but just cannot physically be at a location. So it would be in the Association’s best interests to continue with some sort of hybrid model that allows the individual owners to participate in these meetings, even if they cannot be at a physical location. So with that, we do believe that the hybrid model will continue to be used by associations, especially for these annual meetings where you do need to have a physical location of where you can collect the ballots, but you will also allow individual to be able to participate and see the meeting either virtually through zoom or by telephone, or really to just have more options available for owners for these annual meetings. And as well, I do know that a lot of associations now are seeing the benefits of having maybe an absentee ballot rule in place. So you don’t even need to have that actual in person location for the annual meetings, or even have electronic voting rules be implemented so that there are more options available.
So, you do not need to have an in person meeting. And the same is true for board meetings. I think once we got through all of the hesitancy with zoom and with figuring out these different video platforms, I believe that the board members and the owners ourselves, the attorneys and the property managers, you really did see a significant improvement in how these virtual board meetings were scheduled and how people participated in them and just really saw the ease in which they can hold these board meeting without having to have a physical location where everybody needs to be present. The benefits of the virtual meetings, you obviously increase the amount of board member participation where some board members might be able to participate, even if they are on vacation or out of town for work, but it also increases the owner participation and where some owners may not want to travel to a physical location can now participate from their own home and don’t have to worry about babysitters or anything else that sometimes would discourage them from participating in these virtual meetings. It also allows the board to address emergencies more promptly.
Previously we had board members kind of shy away from these telephone virtual meetings, but now it’s much more regular and it’s easier to set up for all of the board members and now they can have just these emergency meetings where they’re just addressing one or two topics so that board action and can be taken very promptly. Obviously, these virtual meetings reduce the cost of the meetings where you don’t need to pay any type of a fee in order to have the actual location reserved for the board meetings and I believe that most of the electronic voting or the notice and the software cost is pretty minimal for zoom and these other video platforms. Obviously one of the main benefits of the virtual meetings is you can control who speaks and you can mute some of the owners who should not be participating during the board meetings, except during those open forums. It makes the board meetings much more efficient and the agenda, it seems to stay much more on track with this power to be able to only allow certain people to talk during certain portions of the meeting. You can also have more outside vendors and professionals join the meeting without any excessive fees.
So for that, the benefits of the virtual meetings, I think will continue to be there and you can continue with these virtual meetings while we’re still navigating COVID and really what might result with the COVID pandemic. We do offer some tips for these virtual meetings, and we want to make sure that user friendly software is being provided to all of the owners to use. So, you can have maybe the go-to meeting apps or the platform Skype or zoom available, but you do need to make sure that, all of your owners are going to be comfortable with that, or for those owners who aren’t comfortable with that, then there is an ability for them to be able to dial in if they’re not so familiar with the platforms, or they do not feel comfortable with it, or they might not even have a camera available to them to even participate. So, it is important to make sure that that is a consideration. Then you also should make sure prior to your meeting that you’re testing the software so you know that you can work out any technical difficulties. Doing so will save time, will make sure that the board meetings or the annual meetings are running smoothly and you can assist other board members or unit owners with any problems that they may run into if they have difficulties as well. Kerry, have you found that any tips for virtual meetings have worked out well for your associations?
Kerry: Yeah. So one of the things that I found with some of my larger associations was this use of, I think it was on zoom, I’m sure GoToMeeting has the same where you use a webinar platform instead of just a traditional video meeting so that the board and any special guest, the manager they are basically doing a webinar or presentation and then the owners are joining to listen and I think that that’s worked really well when you have 40 or 50 or a hundred owners that you think are going to join on, that might be a better way to set it up. I think we’ve all been on the zoom and maybe not as much now, but at the beginning where there were dogs barking in the background and somebody’s spouse comes in and starts talking in. And so, the webinar might be a good way to cut down on all of that. But I also think about creating an agenda ahead of time so that the attendees know what to expect by getting that agenda ahead of time and it also will serve as a roadmap for the meeting. It also kind of helps to replicate the structure and pacing that has been established at your in person meetings.
Again, I think Pam said this before, what I think we’ve all experienced as association council is that the board managers, participants, when we’re on video conference calls or zoom calls, we seem to stick to the topic a little bit easier and the agenda will just help you do that. This is a big one, be aware of your surroundings. I think we’ve all enjoyed conducting meetings from our own houses. I certainly love the fact that I’m not in a full on suit and heels when I have to go to a meeting but you also need to be aware of your surroundings when you’re on these zoom meetings. The board meetings, certainly the annual meetings are business meetings of the association. So you need to consider where your location is for that meeting and its appearance before you start. But you should also be checking the background to make sure that there’s nothing distracting that can take away from the meeting itself, but also be aware of your family and or pets coming and going. This is particularly true when you’re talking about executive session meetings that you’re holding via zoom.
I have had a number of associations where we are in an executive session and the person’s spouse or child comes and you see them walking around in the background of the zoom meeting. This is still a confidential meeting as if you were in person in a room, in a quiet room somewhere with nobody allowed to hear you. We as your attorneys have to worry about attorney client privilege, we have to worry about confidentiality. So particularly with an executive session meeting, make sure you are in a room where you can close the door. I still– cause I’ve got two kids walking around and a husband; I put a post-it on the door saying in a zoom meeting, do not come in, do not bother so that they know not to interrupt me while I’m in a business meeting. So just make sure that you’re aware of your surroundings. Next one is to be courteous of people’s time. Don’t be afraid to set and enforce time limits. Certainly, and this is true whether in person or on zoom, if a meeting goes on too long, it’s very easy for attendees, even board members, to lose focus and start multitasking. I know that that’s even more prevalent when we’re on zoom, because we all think we can hide that we’re checking out our phone underneath the table, but you want to make sure that you limit that. Time constraints are a good way to keep people and the discussion on track.
The next one was to not invite too many cooks to the kitchen. Your virtual meeting software can allow the meeting facilitator or the host to designate multiple hosts but I don’t necessarily think that’s a good idea. You really just want one person who has the power to mute and unmute people for the purpose of limiting distractions and maintaining order. That can be your manager. It can be a board secretary but just someone who’s kind of controlling the chat function, all of that stuff. Appoint somebody at the beginning of the meeting, so you know who that person is and that person knows that’s what their job is. Do you have a couple more, or am I getting them off?
Pam: Well, you did get some very important ones, but I did want to also add that it is important to acknowledge those owners who are present because typically for annual meetings, you might have some sort of a sign in, or for unit owners who are present during board meetings, of course the board members might have some interaction with them and I think it’s still important to acknowledge those owners who are there, who are participating and allowing them to introduce themselves so that they’re aware that the board is aware of their presence. I mean, experience has shown that individuals are more likely to contribute when their presence has been acknowledged and they have the opportunity to meet everyone else in virtual attendance. I think that that will be one way for associations to continue to have that feeling of interaction with their owners, without anyone becoming too isolated. And as Kerry had mentioned, you do need to use the software tools to your advantage to allow the person who is assigned as the host to be able to control a number of things, including the background or the ability to mute somebody and making sure that that’s not a distraction for anybody else.
You may also consider updating your rules for these virtual meetings and maybe putting out how these meetings are to be run in the future, just so that there is some sort of a written rule for people to be able to refer to if they are confused about any of the ways that these meeting are going to be conducted and rules itself always proved to be a good roadmap for future boards and owners to follow so that you do not become too relaxed and you do know that you are still operating properly and in the best interest of the association. But for that, it is our opinion and even our recommendation that these virtual meetings for many different reasons continue and if at any time anybody has any questions that you go to the Association’s attorneys for assistance for those issues.
Kerry: All right. Well, thank you for joining us for today’s podcast and certainly check out our website for additional educational resources and as Pam said the attorneys here are welcome with additional questions or concerns and happy to help. So have a wonderful day.
Nikki: That was KSN principal attorneys, Kerry Bartell and Pam Park. Kerry and Pam have both been practicing condominium, townhome and homeowner association law in Chicago and the surrounding suburbs for over 20 years. KSN is an experienced legal resource ready to provide you with quality advice and exceptional service. We look forward to demonstrating how we’ve earned the trust of thousands of clients over the past 35 years. If you’d like to reach Kerry, Pam or any one of KSN’s experience attorneys, please call 855-537-0500. You can also visit ksnlaw.com and complete the contact form to send us a message. Thanks for listening.
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Please note the material contained on the KSN Podcast is for informational purposes only and does not constitute legal advice. No attorney-client relationship is established by your review or receipt of the information contained on the KSN Podcast. You should not act on the information discussed on the KSN Podcast without first obtaining legal advice from an attorney duly licensed to practice law in your State. While KSN has made every effort to include up-to-date information on The KSN podcast, the law can change quickly. Accordingly, please understand that information discussed on the podcast may not yet reflect the most recent legal developments. Material is not guaranteed to be correct, complete, or up to date. KSN reserves the right to revise or update the information and statements of law discussed on the podcast at any time, without notice, and disclaims any liability for your use of information or statements of law discussed on the podcast, or the performance of the podcast generally. The KSN Podcast may be considered advertising in some jurisdictions under applicable law/s and/or ethical rules/regulations. © 2022 Kovitz Shifrin Nesbit, A Professional Corporation.