Page 15 - New England Condominium July 2019

NEWENGLANDCONDO.COM NEW ENGLAND CONDOMINIUM -JULY 2019 15 O T 617-628-8888 www.weatherproofing.net • Serving New England Building Owners Since 1981 • Concrete Restoration & Coatings • Façade Inspection & Repair • Masonry Repair & Restoration • Sealant Removal & Replacement • Parking Garage Repair & Traffic Coatings • • Specialty Coatings & Flooring • Roofing Installation & Maintenance • Emergency Repairs • Structural Repairs Waterproofing Systems BUILDING ENVELOPE RESTORATION SPECIALISTS OFFERING: Visit Our New Website! 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