Board members should avoid being indecisive

Q: I am on the board of my homeowners’ association. There are many issues that seem relatively straight forward that the board discusses month after month, without taking any action. As a result, we meet way more than we need to, and meetings are longer than they need to be. Many owners are starting to lose confidence in the board members. Do you have any thoughts on this?

A: Boards should make decisions based on as much information that is reasonably available given the nature of the issue being addressed. However, I do see many boards that are suffering from “paralysis by analysis.” That is, they always want more information, and can’t seem to make an actual decision.

I am not suggesting that boards make hasty or ill-informed decisions. I am suggesting that boards avoid being indecisive.

Q: Our approximately 70-home homeowners’ association has a difficult time attracting persons to serve on our three-member board. One of the board members who has rather odd-ball positions on issues wants to increase the size of the board to five members, in the hope of stacking the board with his friends. What do you think of this strategy?

A: If it is difficult to attract candidates for a three-member board, it would appear to be a flawed strategy to think there would be enough candidates for a five-member board.

Q: I serve on the board of my association. I purchased a new home elsewhere, and will be putting my home in the association up for sale. Am I required to resign at this time?

A: You are not required to resign at this time, and you may continue on the board until the closing of the sale of your home. When you know the date of the closing of the sale, you should submit a written resignation to the board that states that the resignation is effective on that date of closing.

Q: The son of a board member for our condominium works for the association’s management company. The son supervises property managers for the management company, and has a role in assigning the property manager for our association. We have had multiple managers assigned to our association in a year. Is it a conflict of interest for the son of a board member to have some role in selection of the property managers for our property?

A: The son of the board member would not have a conflict of interest because he is not a board member. The board member would not have a conflict of interest because there is no contract between the association and the board member or with a corporation or partnership in which a board member or a member of the board member’s immediate family has 25% or more interest in the management company. The issue here is more about perception, optics and politics. However, it is not a conflict of interest situation.

Q: Every year, our board reinvents the wheel in terms of a timeline for actions that need to occur leading up to the annual meeting. Do you have any recommendations for a timeline of issues the board should address leading up to the annual meeting?

A: Associations frequently find themselves with an upcoming annual meeting, without any timeline in place to address key events leading up to the annual meeting. Most notable of these seems to be building in enough time to solicit candidates for the board.

Here is a suggested timeline and steps to precede an annual meeting. Working backward from the annual meeting date:

• Annual meeting date.

• Issue notice of annual meeting and proxies — at least 10 and not more than 30 days before the annual meeting.

• Date by which owners must advise association they are candidates/provide candidate biographical information — at least 10 days prior to issuance of notice of annual meeting.

• Issue solicitation for candidates — 14 days before deadline date for candidates to respond.

The Association should give itself enough time between receiving the names of candidates, and issuing the notice of meeting. This will allow the association to prepare the documents to include the names of the known candidates/bio information.

• 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.