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When a board can make decisions without calling a meeting

Q. I understand the board of a condominium can now make certain decisions in an emergency without calling a meeting. Can you explain this?

A. There was some limited legislative response to the Palm appellate court decision. The Condominium Property Act (Section 18(a)(21)) has been amended to permit decisions to be made in an emergency by the board without calling or holding a board meeting. Specifically, "the board may ratify and confirm actions of the members of the board taken in response to an emergency." "Emergency" is defined as an immediate danger to the structural integrity of the common elements or to the life, health, safety or property of the unit owners.

When a board makes an "emergency" decision, the board must give notice to the unit owners of the occurrence of the emergency, and the general description of the actions taken to address it, within seven business days after that emergency event.

The act does not state how the "emergency" decision is to be made. Presumably, the decision can be made by the board in person, by email or phone. The decision does need to be ratified at a future board meeting, and reflected in the meeting minutes.

Q. Our homeowners association is completing the annual report to be filed with the Illinois secretary of state. The form refers to a registered agent. What is a registered agent? Who typically serves as registered agent?

A. Each Illinois corporation is required to maintain a registered agent and a registered office with the state of Illinois. The registered agent typically receives service of process on behalf of the association in lawsuits to which the association is made a party. The registered agent would also receive the annual report form from the secretary of state.

Associations often name a board member as the registered agent. This can be a problem if the board member is not re-elected or moves and the annual report is "lost" and not filed with the secretary of state. Dissolution of the corporation can result.

I suggest that the association's attorney serve as registered agent, given the legal nature and significance of the documents issued to the registered agent.

Q. Is there a maximum number of years that a person can serve on the board of an association?

A. In a condominium, no member of the board or officer can be elected for a term of more than two years. In a common interest community association, no member of the board or officer can be elected for a term of more than four years. However, in both types of associations, officers and board members may succeed themselves.

So, while there are limits on the length of a term, the governing statutes do not limit the total number of terms or years that a person can serve on the board or as an officer of an association.

Q. The declaration for our association says that an annual meeting of the board shall be held immediately following, and on the same day as, the annual meeting of the owners. The association issues notice of the annual meeting of the owners. Given the language in the declaration, does a notice of the annual meeting of the board need to be issued, or is the language in the declaration sufficient?

A. Notwithstanding the language of the declaration, notice of the annual meeting of the board would have to be issued. This would have to be handled in the same way as notice of any other board meeting. The declaration for many associations requires written notice of board meetings to be mailed or delivered to owners; not just to board members. For efficiency, the notice of the board meeting to be held immediately after the annual meeting of the owners could be combined with the notice of the annual meeting.

• David M. Bendoff is an attorney with Kovitz Shifrin Nesbit in the Chicago suburbs. 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.

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