Board's meeting times are inconvenient
Q: Is the board of our association required to hold its meetings during typical business hours?
A: There is no requirement that a board hold its meetings during typical business hours or at any particular time. Board meetings should be held at times most convenient for the members of the board. Typically, board meetings seem to be held in the evening, after normal business hours. This is because most board members have a "day job," and are not available to travel to a board meeting during the day.
That said, one of the byproducts of the current pandemic is the increased use of telephone conference call or other acceptable technological means to conduct board meetings. As a result, there has been an increase in the frequency of daytime board meetings.
Q: The board of our association meets on days and at times that are inconvenient for many of the owners. Do the owners have any input into when board meetings are held?
A: Owners are permitted to attend the open portion of board meetings. However, as noted in the answer to the prior question, board meetings should be held at times most convenient for the members of the board. Owners can certainly suggest that board meetings be held at a more convenient date and time for the owners; however, it's ultimately up to the board.
I'll note, too, that it can be difficult enough to find dates and times for board meetings that fit the schedules of board members. Trying to accommodate the schedule of others can impose some real practical difficulties.
Q: I am on the board of our association. The association has used a very good painting contractor for many years. I am about to have my entire unit repainted. Is a board member prohibited from using the services of an association contractor?
A: A board member is not prohibited from using an association contractor. In general, as long as the contractor is not providing any "discounts" or other accommodations because of a person's status as a board member, it's legally acceptable to use one of the association's contractors.
However, the relationship can create an appearance of impropriety, even if there is no actual impropriety. So, it's a transaction that should be carefully considered before entering.
Q: We are a small common interest community association, incorporated as a not-for-profit corporation. As a result, I understand the association is "exempt" from the Illinois Common Interest Community Association Act. Is the board nonetheless required to allow owners to attend board meetings?
A: Small common interest community associations are exempt from the Common Interest Community Association Act, as long as the association is incorporated as a not-for-profit corporation.
The issue of owner attendance at board meetings is addressed in Section 108.21 of the Illinois General Not for Profit Corporation Act. Meetings of the board of directors of a not-for-profit homeowners' association are required to be open to any member.
That said, the board can "close" any portion of any meeting held to discuss litigation when an action against or on behalf of the corporation has been filed and is pending in a court or administrative tribunal, or when the board of directors finds that such an action is probable or imminent. Also, a board can meet in private to consider information regarding appointment, employment or dismissal of an employee, and to discuss violations of rules and regulations of the corporation. This is similar, but not identical, to the board meeting provisions of the Common Interest Community Association Act.
There are other matters addressed in the Illinois General Not for Profit Corporation Act that an association exempt from the Common Interest Community Association Act must follow.
• 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.