Formal notice and a quorum of members needed for voting to take place
Q. Our association holds town hall meetings from time to time with unit owners. These are gatherings that permit the board to chat with owners and bring them up to date about association matters, and for owners to ask questions of the board. Can voting take place at these town hall meetings? Are minutes required for town hall meetings?
A. Voting takes place, and minutes record the actions taken, at duly called and officially noticed meetings at which a quorum of the owners are present. If formal notice of a meeting is given (whether called a "town hall meeting" or otherwise), and if a quorum of the owners is present, then "yes," voting can take place and minutes are required of the town hall meeting. On the other hand, if formal notice is not given and/or no quorum of owners is present, the gathering is not a meeting. Therefore, no voting could take place and minutes would not be required.
Q. Are the personal opinions of owners and board members included in the meeting minutes?
A. Minutes must accurately record matters considered and action taken at the meeting by the board/owners respectively at board/owner meetings on agenda items (i.e., the outcome of the vote on motions). Minutes should generally not include the comments or opinions of board members or owners.
Q. There are only five candidates for the five open seats on the board of our 35-unit association at its upcoming annual meeting. The term of each open seat is the same. Assuming there are no nominations from the floor at the annual meeting, do we have to cast ballots, or can we elect this slate by acclamation?
A. Under Robert's Rules, if there is no opposition, and if an election is uncontested, the slate of candidates can be elected by unanimous consent (acclamation). Under such a circumstance, voting by ballot would not take place, and the slate could be elected by voice following the appropriate motion. However, unanimous consent cannot be used if the bylaws specifically require the election to be by ballot. The association's bylaws would have to be reviewed to determine if balloting is required. If there is any objection to a motion to elect a slate by acclamation, the election would, however, have to be conducted by ballots.
Note that an election by acclamation would not be appropriate if the board members to be elected would serve for different terms of office. This could happen if the owners are voting to fill the remaining one-year term of a board member who resigned and if the terms of the rest of the seats are two years. For example, if five board members are to be elected - four for two-year terms and one for a one-year term - ballots would have to be cast. Continuing with this scenario, the four candidates receiving the highest number of votes would be elected to the two-year terms and the candidate receiving the next highest number of votes would be elected to the one-year term.
• David M. Bendoff is an attorney with Kovitz Shifrin Nesbit in Buffalo Grove. Send questions for the column to him at CondoTalk@ksnlaw.com. The firm provides legal service to condominium, townhouse, homeowner associations and housing cooperatives. This column is not a substitute for consultation with legal counsel.