Board is coming up short for new members
Q. The annual meeting for our association is coming up shortly. So far, we have received only one candidate form for the three-board member positions whose terms expire at the annual meeting. The deadline for submitting candidate forms is near. What happens if we don’t have three or more candidates?
A. Initially, the board should consider sending a reminder to the owners about the need for candidates for the board. That said, the annual meeting would proceed even if there is one candidate for the three positions. Unless candidates are nominated from the floor of the annual meeting, this lone “announced” candidate would seemingly be elected to one of the three open seats. Per language in the General Not for Profit Corporation Act, two of the board members whose terms would otherwise expire at the annual meeting would continue on the board until their successors are elected. If that does happen, the minutes of the annual meeting need to carefully reflect this; to reduce the likelihood of confusion in next year’s election.
Q. The declaration for our condominium allows owners to vote in elections via proxy. Our association does not have any rules in place regarding elections and proxies. The election materials that were sent out by the association for the upcoming annual meeting states that completed proxies must be mailed back to the association. I would prefer to deliver my proxy to the person I have designated as my proxy. Must I return the proxy to the association, or can I deliver it to my designated proxy?
A. In the absence of rules on the subject, the association should allow you to deliver your proxy to the proxy holder. The proxy holder would bring the proxy to the annual meeting, and your proxy holder would receive a ballot for your unit. For those associations that do require proxies to be mailed back to the association, the unit owner needs to make sure that the person appointed as their proxy knows this and will be at the meeting to vote on the owner’s behalf.
Q. Three years ago, our condominium board entered into a seven-year contract for maintenance services. That contractor is doing a good job; however, the current board has found a contractor that can do the same work for substantially less money. Is there any law that limits the length of condominium association contracts that we can use to terminate this agreement?
A. If the contractor is performing under the contract, the board would not be able to terminate the contract without the association being in breach. That would permit the contractor to recover damages from the association.
That said, some association covenants limit the term of a contract that a board can enter into, without owner approval. You should review the association’s documents for this language. If such language is included, and if the contract in question exceeds that term and was not approved by the owners, the contract would be void.
Q. We are a self-managed five-member board. The secretary, who is to take the minutes, misses a lot of meetings, or is slow to produce the minutes. Can the board make someone else the secretary?
A. The board appoints the officers, and can remove the officers. The removal of an officer can typically be with or without cause. The association’s declaration and bylaws should be reviewed to confirm. However, it appears there would be cause. Once an officer is removed, the board can elect their replacement. This all needs to take place at a board meeting. While this person would be removed from the office of Secretary, they would remain on the board.
• Matthew Moodhe 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.