Page 5 - CooperatorNews Chicagoland Winter 2022
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CHICAGO.COOPERATORNEWS.COM  COOPERATORNEWS CHICAGOLAND —  WINTER 2022    5  QUESTIONS & ANSWERS  C W  OIN  ASHER   C .  O  Old Fashioned Service with   Modern Laundry Room Technology  •Proudly Serving the Chicagoland and Midwestern Area since 1958  •Multi-Family Housing Laundry Room Sales, Service, Leasing, and Rentals.   •Laundry Room Lease and Rental Programs Custom Tailored to Your   property’s needs and expectations   •Coin/Smart Card/Credit Card/Payment App Activated Equipment    •Laundry Service with Integrity and Reliability  For the “Best Laundry Service in the Business”   Call Coin Washer at (800) 338-COIN | Elmhurst, Illinois 60126  A Board Cabal   Q  We have a board member who   has been locked out of meetings.   According to that board member,   the board has formed an executive commit-  tee that has, for all intents and purposes, shut   them out. Th  e board member is no longer   able to view board discussions and cannot   participate in board debates, decisions, or ac-  tivities. Th  e person has been disenfranchised   and marginalized for reasons that have them   stymied.  It  appears  that  the  member’s  per-  spective is not accepted, and the executive   committee felt the need to censor that per-  son. Is this action legal? Why the secrecy?   What action can be taken to stop this rogue   board, other than waiting for election day?                              —Seeking Transparency  A  “Board members may not   legally create  an ‘executive   committee’ to shut out a   duly elected board member,” says attorney   Benjamin Altshul of the Chicago fi rm Lev-  enfeld Pearlstein. “In Illinois, a condomini-  um board can only create a committee if it   is expressly authorized by the association’s   declaration or bylaws. Committees can be   comprised of board members as well as unit  that all board business must be conducted at  at an open meeting and continued exclusion   owners not on the board. However, even if  an open meeting. Pursuant to Section 2(w)  of a duly elected board member constitutes a   a board can create a committee, that body  of the Condominium Act, a ‘meeting’ of the  breach of their fi duciary duty.    cannot have any decision-making authority.  board is defi ned as ‘any gathering of a quo-  Pursuant to Section 18.4 of the Condomin-  ium Act, all powers, duties, and authorities  agers … held for the purpose of conducting  ber’s options include the following: 1) have   of the association are vested in the board,  board business.’ Th  e   except for those reserved by law to the mem-  bers of the association. Th  e Condominium  discussions and votes on a topic.    Act does not reserve any powers for commit-  tees; thus, to the extent a particular declara-  tion allows for the formation of a committee,  the open meeting rules and allows for the  Once the board member notifi es the board   it would essentially just be an advisory body  board to break away into an ‘executive ses-  that makes fi ndings and recommendations,  sion’ to discuss certain limited topics. Th  ese  will do the right thing without attorney in-  while the board ultimately makes all fi nal  topics include, but are not limited to, ongo-  decisions. So if this board has properly cre-  ated a committee, this disenfranchised board  tions of the rules and regulations. While cer-  member should be entitled to review all of  tain private discussions are permissible, the   the committee’s fi ndings, ask questions to the  eventual vote on a matter must be conducted   committee, and ultimately vote on the topic.    “Further, boards cannot act in secret,   behind-closed-door meetings. According  met in ‘executive session,’ the fact remains   to the oft -cited condominium case   Palm v.   2800 Lake Shore Drive Condominium Associa-  tion, 2014 IL App (1st) 111290, 10 N.E.3d 307,   381 Ill.Dec. 307,   the appellate court clarifi ed  members’ refusal to conduct board business   rum of the members of the Board of Man-  Palm   court held that  legal counsel prepare a cease-and-desist let-  ‘conducting  board  business’ includes  both  ter; 2) have legal counsel fi le a declaratory   “Section 18(a)(9)(A) of the Condomini-  um Act provides for a limited exception to  of these board members at the next election.   ing litigation, employment issues, and viola-  at a board meeting open to the unit owners.    “So once again, if this board has properly   that the whole board should be participat-  ing in this meeting—including this disen-  franchised board member. Th  e other board   “If this board continues to conduct busi-  ness in this matter, the alienated board mem-  judgment lawsuit; or 3) infl uence/lobby the   other unit owners to vote out one or more   of its improper actions, hopefully the board   volvement.”   n  Disclaimer: Th  e answers provided in this Q&A   column are of a general nature and cannot   substitute for professional advice regarding your   specifi c circumstances. Always seek the advice of   competent legal counsel or other qualifi ed profes-  sionals with any questions you may have regard-  ing technical or legal issues.  Legal  Q  A&

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