In the context of condominium governance, the basic difference between a board meeting and a membership meeting is self-evident. A membership meeting obviously allows involvement of all condominium unit owners, while a board meeting contemplates participation of only the elected representatives of the condominium association. However, newly formed condominium boards are often uncertain as to which meeting should be called in certain circumstances, or are unfamiliar with the legal requirements for conducting a proper meeting.
The Illinois condominium statute, and the bylaws of each condominium, should indicate when a membership meeting is required. For instance, a membership meeting is mandatory when adopting the annual budget, enacting rules of the association, amending the declaration or bylaws, and of course, conducting board elections. These association matters are of significant interest to all unit owners. Therefore, in order to promote a strong turnout, the Illinois statute requires adequate notice of the scheduling of a membership meeting. Specifically, the law requires "written notice of no less than 10 and no more than 30 days notice of the time, place and purpose of such meeting." Although the goal is to promote participation and input from the owners, one must remember that condominium associations are not a true democracy. As such, while the owners can attend and participate, in many instances, owners are not permitted to ultimately vote on the matter at hand.
In contrast, meetings of the board are an opportunity for the board to manage the day-to-day administration of the condominium association. Although unit owners never have a right to participate or vote at board meetings, the condominium statute states that all board meetings must be "open" to the owners. As such, the unit owners are again entitled to notice. However the length of the advance notice is much more relaxed, as the board is merely required to provide 48 hours notice of the time and location of the board meeting. Specifically, the condominium statute requires that notice must be "mailed or delivered" at least 48 hours prior, thereto, ". . . and copies of the notice of meetings . . . shall be posted in the entranceways, elevators, or other conspicuous places in the condominium at least 48 hours prior to the meeting."
There are certain exceptions to the open meetings requirement. Specifically, the condominium statute permits a "closed door" board meeting under three circumstances; 1) discussion by the board of "pending" or "imminent" litigation in which the association is a party, 2) to consider information regarding employment or dismissal of an employee, and 3) to discuss violations of rules and regulations of the association or a unit owner's unpaid share of common expenses. However, the condominium statute requires that any final decisions made by the board in executive session must be voted on at an open meeting. This concept of requiring the board to memorialize actions at the open meeting is known as "ratification."
Any unit owner may record, via audio or video, the proceedings at meetings, though the board "may prescribe reasonable rules and regulations" with respect to the recording. Clearly an owner does not typically video record a board meeting for family entertainment purposes. Rather the owner has for whatever reason become angered or litigious. One approach to prevent the alienation of unit owners is to provide for an "owner's forum" during the meeting. This forum gives the owners an opportunity to comment or ask questions of the board either at the beginning or end of the meeting. Even though the owners have no right to vote on board matters, the owner's forum provides the owners with a sense of participation in the direction and affairs of the association.
While the owners are entitled to notice of an "open" board meeting, the next question becomes when exactly is a board meeting necessary. The condominium statute defines a board meeting as "any gathering of a quorum of the members of the Board . . . held for the purpose of conducting board business." However, if two board members are chatting in the hallway about the menu for the upcoming association picnic, are they really conducting board business? Would the answer to this question change if the board members were instead discussing a more important issue, such as which contractor to hire for the proposed hallway renovation project? What if the two board members actually reached a decision about which contractor to hire during this hallway meeting? In other words, when is board business actually being "conducted"? While this term is not defined, one can gain insight on the issue when noting the legislative history of this section of the statute. Specifically, in 1994 the Illinois legislature amended this provision of the statute by substituting the phrase "discussing board business" with "conducting board business."
With this knowledge of the legislative history, it becomes apparent that the board's informal discussion of association issues is permissible. Therefore, board members are able to meet informally to gather information, discuss administrative matters, and even appoint committees to evaluate proposals from contractors or vendors. Once again, however, any formal votes or decisions on a matter must take place at an open meeting. Further, boards must be careful to avoid discussing all important issues outside of a meeting so as to turn the actual meeting into a mere voting exercise. While such a practice may not be a technical violation of the current condominium law, this practice can create a secretive environment and will quickly erode the goodwill of certain unit owners.