Board meeting vs. owners meeting

Q: What is the difference between a board meeting and an owners meeting of an association?

A: A board meeting is a meeting of the members of the board of directors of the association, held for the purpose of conducting board business. Members of the association can attend the open portion of board meetings. Only board members vote at board meetings.

An owners meeting is a meeting of all members of the association. There are any number of issues that require a meeting of the owners. However, owners meetings are most commonly held in connection with the annual meeting of the association to elect members to the board of directors. Owners vote at owners meetings.

The president of the association presides over both meetings of the board of directors and of the members of the association.

Q: The board of our condominium association is finalizing the draft of next year's annual budget. Historically, the board of our association has held a meeting of the owners to discuss the proposed budget with the owners before the board actually votes to approve the budget. A question has come up as to whether the board is required to hold this meeting of the owners to discuss the proposed budget.

A: The board of your condominium association does not need to call a meeting of the owners to discuss the proposed budget. In a "nutshell," here is the procedure that has to be followed by the board to adopt the annual budget.

A copy of the proposed budget needs to be mailed or delivered to owners at least 25 days prior to the board's adoption of the budget. Also, written notice of the date, time, place and purpose of the board meeting needs to be mailed or delivered to the owners no less than 10 and no more than 30 days prior to the board meeting to adopt the annual budget. Both the proposed budget and the notice of board meeting can be mailed or delivered together to owners before the meeting where the board will adopt the annual budget.

A similar process to adopt the annual budget, but with a different time line, needs to be followed by the board of a common interest community association.

Q: An agenda is prepared for each board meeting and distributed to the board members in advance of the meeting. At a recent board meeting, the board voted on a rather innocuous issue that was not on the agenda. One of the board members abstained from voting, claiming the vote on the issue was not permitted because that item was not on the agenda. Is this correct?

A: A typical provision of an association's governing documents requires notice of a board meeting reciting the date, time, place and purpose of the meeting. Therefore, the scope of the matters that can be addressed at a board meeting is generally governed by the content of the notice of the meeting and not by the agenda.

Unless the board intentionally wants to limit the scope of a meeting, the notice of a board meeting should generally recite that the purpose of the meeting is to consider any matter that properly comes before the board.

An agenda is typically more of a planning tool for an efficient meeting and helps keep the meeting on track. Items can often be added to the agenda at the meeting. That said, an association's governing documents sometime require an agenda to be provided with the meeting notice. Inclusion of the general purpose language discussed above for the meeting notice will permit the board to consider items not specifically described in the agenda.

• 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.