Quorum rules say board members must be heard

Q: As a result of COVID-19 issues, the board of our association has been conducting meetings by video conference, and owners are given a password to attend. We barely have a quorum of board members at any meeting. My question is, if we have just enough board members present at one of these virtual meetings, and a board member loses their audio connection, have we lost the quorum?

A: A quorum of the board must be present for a board meeting. A board member may participate and act at any meeting of the board by telephonic means, or by use of any acceptable technological means whereby all people participating in the meeting can communicate with each other. Such participation by a board member constitutes attendance at the meeting.

Importantly, a quorum of the board must be present throughout the meeting, not just when the meeting is called to order. As such, a board member whose audio connection is lost would not, during the duration of the "outage," be counted toward a quorum. If that person's attendance is necessary to establish a quorum, the quorum would be lost during the duration of the "outage."

Q: The board of our association has established some restrictions in response to the COVID-19 pandemic. Some seem to make sense, while others seem rather draconian. The board has closed the fitness center and a hospitality suite; those seem reasonable. However, the board has also banned visits from family, friends or essential service providers, and house cleaners and dog walkers, and has prohibited unit showings by real estate agents.

A: Visits from family friends who are checking in on residents, and from essential service providers including house cleaners and dog walkers, and unit showings by real estate agents are all permitted under the governor's executive orders. While the board may be well intentioned here, the board should be urged to discuss a more reasonable approach to dealing with concerns raised by COVID-19.

Q: The president of our board is completely out of control, doing whatever she wants despite what is stated in our declaration or in the governing statutes. Other board members are afraid to challenge her on these things, as she can be violent. How can the owners remove this "dictator" from the board?

A: A board member can be removed by a vote of the unit owners of the association at a special meeting called for the purpose of removing a board member.

The vote is by the members of the association, at a duly called and noticed meeting of the members. No director can be removed at a meeting of those entitled to vote unless the written notice of such meeting is delivered to all members of the association. The notice must state that a purpose of the meeting is to vote upon the removal of one or more directors named in the notice. Only the named director or directors may be removed at such a meeting.

Written notice, in the case of a meeting to remove a director, stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, must be delivered not less than 20 nor more than 60 days before the date of the meeting, by or at the direction of the president, or the secretary, or the officer or person calling the meeting, to each member of record entitled to vote at such meeting.

The owners can vote to fill the vacancy at the same meeting where the board member is removed.

• 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.