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  • Writer's pictureMichael Shifrin

Board Meetings vs. Membership Meetings: Is There a Difference?

Many association unit owners and board members believe board meetings and membership meetings are the same. That an annual election is a board meeting and no distinction exists between board meetings and membership meetings.

Although understandable, board meetings are very different from membership meetings and vice versa. They are called to order for different reasons, involve different notice requirements and are structured in different ways. This article is intended to help remove the veil of confusion that shrouds these meetings.

Board Meetings

Both the Condominium Property Act and the Common Interest Community Association Act require associations to hold at least four open board meetings each calendar year. The purpose of a bord meeting is to convene the sitting board members to allow them to discuss and, as needed, vote on association business. Often boards or their management companies create meeting agendas to assist the board in staying on track. The agenda items typically include: 1) officer reports (i.e. Treasurer report on association finances); 2) old business (which usually includes unsigned contracts or unfinished projects and the like); 3) new business and open forum. Notably, unit owners do not have a legal right to speak during board meetings, just a right to observe.

Membership Meetings

Membership meetings (aka unit owner meetings), on the other hand, are not called for purposes of allowing the Board to discuss and vote on Association matters. Membership meetings are called for purposes of allowing all members in attendance, in person or by proxy, to discuss and vote on a particular association topic. These meetings are designed for the unit owners to actively participate. The annual election held every year at your association is an example of a membership meeting because it is called for purposes of conducting an election in which all unit owners are invited to participate. Similarly, votes on amendments to the governing documents or a vote to remove a sitting board member from the board require unit owner votes and are conducted at membership meetings.

Often times for efficiency purposes management or the board will schedule a board meeting and membership meeting on the same day, time and location and will hold them back-to-back. This is perfectly legal so long as the board or management calls the different meetings to order one at a time, establishes quorum requirements and adjourns the first meeting before calling the second meeting to order. It is most common for condominium and community associations to hold back-to-back meetings at their annual election. Typically an open board meeting is held during which the board conducts association business and is followed shortly thereafter by a membership meeting to elect board members.

The law contains very different notice requirements for open board meetings and membership meetings. It is critical for any association board to carefully follow its governing documents and these requirements to ensure its meeting is proper and so that decisions made at that meeting remain valid and legally enforceable.

The basic notice requirements in Illinois for regular condo open board meetings are as follows:

1. Notice of the meeting should be provided to all board members at least 48 hours before the scheduled meeting.

2. The notice should include the date, time and location of the meeting and may include the agenda for the meeting.

3. The notice should be posted in a conspicuous location within the condominium building and sent via email to all unit owners that have provided appropriate written consent. Notice should be delivered or sent by regular mail to unit owners that have not provided such consent.

4. The notice should be clear, concise and easy to understand.

It is important to note that emergency board meetings may not require the same notice requirements as above. Emergency meetings may be called by the Board to address urgent matters that require immediate attention. If an emergency board meeting is called, notice should still be provided to board members but it may be given on shorter notice. Also, if the Board takes action in response to an emergency, the Board must provide notice to the unit owners of: 1) the occurrence of the emergency event within 7 business days after the emergency event, and 2) the general description of the actions taken to address the event within 7 days after the event.

The notice requirements for condo membership meetings/unit owner meetings in Illinois are as follows:

1. Notice of the meeting should be provided to all unit owners at least 10 to 30 days before the scheduled meeting. Electronic delivery is acceptable to any unit owner that has provided consent provided the board or agent certifies in writing to the electronic delivery.

2. The notice should include the date, time, location and purpose of the meeting as well as the agenda if one is available.

3. The notice should be clear, concise and easy to understand.

Failing to closely follow notice requirements set forth in applicable law and your association governing documents may give rise to legal issues. On the other hand, carefully following notice requirements ensures unit owners receive adequate notice, have the opportunity to participate, creates transparency and helps establish an inclusive environment that encourages community involvement and collaboration.

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