Page 15 - New England Condominium July 2019
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AFTER  BEFORE  View Project Profiles  Request a FREE Consultation  Sign up for our E-newsletter  reasonable delivery service; electronic means  cial assessment issue, those require at least 10   when owners have provided to the association  and up to 60 days’ notice, and are normally   an electronic address; or any other method  posted in a lobby, elevator, hallway or at the   reasonably calculated to provide notice to the  maildrop in a more spread-out development.  unit owner. Furthermore, notices are effective   when sent, as opposed to when received.   “Failure to comply with notice require-  ments can be devastating for an association,  little more info, because it might entice some-  and actions taken \[by a board\] can be invali-  dated. For example, if a board wanted to adopt  have time to attend every meeting. You don’t   a rule but the notice was drafted improperly,  have to put the entire agenda on a notice. But   the rule could be found to be invalid. Another  if there are specific hot-button issues that are   common example involves budgets and spe-  cial assessments. If the notice is not provided  clude those. But if one of the topics at hand   correctly, the association’s ability to collect can  involves the potential removal of a director,   be jeopardized.  “In my experience, meetings generally last  notice, which is pretty consistent across not-  far longer than necessary. The most efficient  for-profit corporation statutes.   approach to running any meeting is to fol-  low the agenda and avoid discussions with-  out proper motions pending. All too often a  is improper, and that it needn’t be considered   board will discuss a certain topic for a period  a meeting at all. Not holding meetings is a   of time, and in the   end, move on to the   next  subject with-  out making any de-  cision whatsoever.”  James Arrigo,   an attorney with   Rathje  Wood-  ward, which has   offices in Illinois   and Wisconsin  “In  Illinois,  meetings are a stat-  utory  matter. You   must hold no fewer   than four board   meetings per year,   and one  members’   meeting,  which  typically doubles as   your annual meeting.  “Virtually all associations in the state are  a better idea to keep your minutes limited to   subject to its Not-for-Profit Corporation Act,  just the corporate formalities.”  which requires a members’ meeting to take   place every year. There are other reasons that   this type of meeting can be called—filling   board vacancies, for example—and members   can petition the board to hold one. If they get   20 percent of the association as signatories,  a board decides to take an official action on   \[that meeting\] is required to take place within  behalf of an association. This should be done   30 days. However, that is a rare occurrence.  “In Illinois, meetings must be announced  prior actions. Board and shareholder meet-  at least 48 hours before they take place. Gov-  erning documents can and should say how  governing documents, typically found in the   boards will give notice – and should the docu-  ments fail to do so, there’s a presumption that  meet annually to elect its board, set a budget,   the  announcements will be  mailed  out and  etc. Should the association’s governing docu-  posted in a conspicuous location on associa-  tion premises. There are also provisions that  sey Condominium Act, New Jersey Planned   allow for and encourage electronic commu-  nications.  “If you’re dealing with a budgetary or spe-  “The requirements for meeting announce-  ments generally include the time, date, and lo-  cation. I always encourage boards to include a   one with particular interests who may not   being discussed, it might be pertinent to in-  then that has to be included in the meeting   “If you hold a meeting without notice, then   I could argue as an attorney that the meeting   quick way for a board   to get sued for failing   to uphold its fiduciary   duty—especially if it’s   making and enacting   decisions  outside of   meetings.  “Finally,  boards  frequently keep chap-  ter-and-verse detailed   minutes that recite ev-  ery point and counter-  point, which I strongly   advise against. If some-  one needs to know,   they can ask. But to put   it on paper can lock the   association into things,   and quite frankly can   be used against you as   evidence if you’re being sued by someone. It’s   Gregory Vinogradsky, an associate with   Callahan & Fusco, LLC, a law firm with lo-  cations in New Jersey, New York, Pennsylva-  nia, and Florida   “An open board meeting is necessary when   when approving new actions and/or ratifying   ing frequency is guided by the association’s   bylaws. At a minimum, an association should   ments be silent on the issue, then the New Jer-  Real Estate Development Full Disclosure Act,   and/or the Nonprofit Corporation Act typi-  “In my experience,   meetings generally last far   longer than necessary. The   most efficient approach   to running any meeting is   to follow the agenda and   avoid discussions without   proper motions pending.             — Charles A. Ryan  continued on page 18 

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