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16 THE CHICAGOLAND COOPERATOR —FALL 2019 CHICAGOCOOPERATOR.COM BOARD OPERATIONS Conducting Better Meetings Best Practices for Saving Time and Getting Things Done BY MIKE ODENTHAL Residents in condo, HOA and co-op communities are frequently quite busy. Boards consist of elected volunteers who nearly always have other jobs and lives. So while a professional management company can relieve much of the day-to-day opera- tional stress of running a multifamily com- munity, no decision can be made without those board members coming together to represent the interests of their neighbors. This is why regular board and com- munity meetings are essential. For one, they’re usually mandated by law. The spe- cifics may vary by region, but it’s safe to as- sume that an annual meeting of owners or shareholders and several other gatherings of board members are statutorily required. But meetings shouldn’t be just another ad- ministrative box to check: they should be efficient, well-organized forums for con- versation between an association and its leadership where questions are addressed; needs are discussed; and action plans laid out that are understood by all parties in- volved. Communication is key to commu- nity, and so a board that acts in an opaque, closed-off manner can only bring head- aches on itself down the line. The Chicagoland Cooperator spoke with several attorneys from different states to outline the legal requirements for associa- tion meetings, as well as their personal rec- ommendations for best practices to keep those meetings smooth, productive and brief. James Arrigo, an attorney with Rathje Woodward, which has offices in Illinois and Wisconsin “In Illinois, meetings are a statutory matter. You must hold no fewer than four board meetings per year, and one mem- bers’ meeting, which typically doubles as your annual meeting. “Virtually all associations in the state are subject to its Not-for-Profit Corpora- tion Act, which requires a members’ meet- ing to take place every year. There are other reasons that this type of meeting can be called—filling board vacancies, for exam- ple—and members can petition the board to hold one. If they get 20 percent of the association as signatories, \\\[that meeting\\\] is required to take place within 30 days. However, that is a rare occurrence. “In Illinois, meetings must be an- nounced at least 48 hours before they take place. Governing documents can and then I could argue as an attorney that the to hold an annual meeting is in breach of should say how boards will give notice – meeting is improper, and that it needn’t said bylaws. and should the documents fail to do so, be considered a meeting at all. Not hold- there’s a presumption that the announce- ments will be mailed out and posted in a get sued for failing to uphold its fiduciary to call for a meeting, and that procedure conspicuous location on association prem- ises. There are also provisions that allow ing decisions outside of meetings. for and encourage electronic communica- tions. “If you’re dealing with a budgetary or every point and counterpoint, which I laws to call for one. They must be careful to special assessment issue, those require at strongly advise against. If someone needs follow the procedure exactly to make sure least 10 and up to 60 days’ notice, and are to know, they can ask. But to put it on pa- normally posted in a lobby, elevator, hall- way or at the maildrop in a more spread- out development. “The requirements for meeting an- nouncements generally include the time, limited to just the corporate formalities.” date, and location. I always encourage boards to include a little more info, be- cause it might entice someone with par- ticular interests who may not have time to attend every meeting. You don’t have tomarily held once per month. And while to put the entire agenda on a notice. But no requirement mandates those, it’s just when a board decides to take an official ac- if there are specific hot-button issues that good practice. A formal annual meeting tion on behalf of an association. This are being discussed, it might be pertinent must be held once per year in accordance should be done when approving new ac- to include those. But if one of the topics with association bylaws. at hand involves the potential removal of a director, then that has to be included in the tice. Most require mailings to be made be- meeting notice, which is pretty consistent tween five and 30 days prior to a meeting, uments, typically found in the bylaws. At a across not-for-profit corporation statutes. “If you hold a meeting without notice, for the specifics. And of course, a failure ing meetings is a quick way for a board to that allow the shareholders or owners duty—especially if it’s making and enact- “Finally, boards frequently keep chap- ter-and-verse detailed minutes that recite meeting by following the rules in the by- per can lock the association into things, they must also make sure that the request and quite frankly can be used against you for a special meeting is specific as to its as evidence if you’re being sued by some- one. It’s a better idea to keep your minutes for a special meeting may be addressed at Matthew D. Schwarz, an attorney with Geist Schwarz & Jellinek in White Plains, with Callahan & Fusco, a law firm with New York “In my experience, meetings are cus- “Bylaws contain requirements for no- but each set of bylaws must be reviewed minimum, an association should meet an- “The bylaws also contain provisions is spelled out. If a shareholder or owner is upset that a board has not scheduled a meeting, then they can request a special that the meeting is properly called for, and purpose, because only the items in a notice such a meeting.” Gregory Vinogradsky, an associate locations in New Jersey, New York, Penn- sylvania, Mississippi, and Florida “An open board meeting is necessary tions and/or ratifying prior actions. Board and shareholder meeting frequency is guided by the association’s governing doc- continued on page 36