Condo Boards Can’t Just Phone (or Email) it In

You’re a newly elected board member of your condo association. You’re working late hours at your regular job and you’re wondering how you’re going to find the time to do this condo board thing on top of everything else you have going on in your life. So when you get a call from the board president telling you that a few of the board members are meeting in his unit tonight to have some drinks and discuss some of the issues facing the board, you jump at the chance.

Don’t do it!

In a recent decision, the First District Appellate Court reaffirmed that the Condominium Property Act (“CPA”), with limited exceptions, requires all meetings of board members to be held in person and open to all unit owners. The court in Palm v. 2800 Lake Shore Drive Condominium Association held that “conducting board business” as used in the definition of board “meeting” in the CPA, included workshops and executive sessions that the board held in private and that, pursuant to §18(a)(9) of the act, these meetings must be open to all unit owners. The only exceptions are those specifically enumerated in the CPA – (1) discussion of litigation against or on behalf of the association; (2) consideration of the appointment, employment or dismissal of an employee; or (3) discussion of violations of rules and regulations of the association or a unit owners unpaid share of any common expenses. Even then, any vote on the issues discussed or considered in closed session must be in a meeting open to any unit owner.

“But it wasn’t really a meeting–we were just talking and trying to get a feel for the issues.”

It doesn’t matter. There doesn’t have to be a vote on anything you talk about. If there’s enough of you to make a quorum and you talk about board business, it has to be in a properly noticed meeting open to all unit owners.

In Palm, the plaintiff, a unit owner, alleged that the board improperly decided association matters in sessions closed to unit owners and voted on issues by email or telephone canvassing. The board argued that the CPA did not prohibit the board from holding working sessions at which issues relating to the association were discussed but not voted upon, claiming that a “board meeting” only occurs when a quorum of the board meets to vote on, rather than discuss, association business.  The court rejected this argument as “illogical” since if any business could be “discussed” in closed session, so long as there was no vote on it, there would be no need for the three limited exceptions to “discuss” or “consider” litigation, employment or rules violations.

No more “voting” by Email

While it may be hard to get everyone together, do not succumb to the temptation of “voting” your position in an email to the board president or secretary. The court in Palm found that the board’s practice of emailing board members to see if they had any objections when a unit went up for sale (thereby waiving the association’s right of first refusal to purchase a unit) and “approving” employment decisions, was a violation of the open meeting requirements of the CPA.

When in doubt, a properly noticed meeting should be held and board business discussed where all unit owners can observe.

Image by John Beagle licensed under CC BY 2.0