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[Music] [Music] [Music] [Music] [Music] [Music] [Music] [Music] [Music] [Music] do [Music] [Music] [Music] [Music] good afternoon everyone and welcome to cai illinois q a webinar entitled the practical and legal considerations in holding open remote board meetings during cove at 19. my name is john gokey and i have been a homeowner leader education committee member for a little less than two years for cai illinois and this will be the third webinar that i've helped put on as a moderator in 2020 so hopefully the third time's the charm uh in real life i'm a grandfather of six a husband of 45 years and have just been re-elected to the homeowner homeowner board of the westchester club for my second term in illinois in westchester illinois i welcome you to this on behalf of cai illinois and the other panelists carrie bartels and danette smooth who will introduce themselves in a moment but i first i wanted to take a few moments to introduce you to the format for today's meeting basically i will serve as the homeowner moderator of this august panel the two other members are august not myself and i will be serving as moderator of this panel i'm not an expert in any specific legal or association matters but rather of an interested volunteer for cai illinois who became involved in this organization primarily two years ago to help promote and improve education for homeowner leaders and homeowner members board members and owners of your own association just like myself who wanted to learn more about how to become a better board member so during the presentation today if you have any questions or would like me to ask the other panelists please use the chat bar to communicate those and we will try to get your questions answered either during portions of the presentation or the q a session at the end of this hour you will be given an opportunity to download a couple of handouts that our panelists carry and danette have put together for you and we'll remind you about that at the end now i would like to first ask carrie bartels our distinguished regional attorney specializing in hoa and condo matters and then asked annette uh to each say a few words introducing themselves before we get into the meat of the matter carrie sure i'm a little nervous now that i had that introduction thank you john my name is uh carrie bartel i'm a principal with the law firm of cobut schifrin nesbit um i've been practicing in association law for over 20 years although i hate saying that because it makes me feel old but i've been around for a while and this is basically all i do is work with boards of community associations to make sure that they're ready some of the common pitfalls but i also on my other side of my head have been eai for about the same a little about a little less than 20 years i did serve on the board of directors for cai for six years where i was president for two of those years and i've been active on committees for much of that time i think you know cai is a fantastic resource for both our clients and managers and individual board members so it is a pleasure to be with you guys today and helping out turn it over to danette hello everyone my name is danette smoots i'm executive vice president of foster premier which is a property management firm i have been in this industry and with foster premier for 25 years which when i say that aloud i can't believe that either it's been a pleasure though watching this uh industry grow and multiply and change it's ever-changing on my personal side i have two children which i'm incredibly grateful that they are independent and old enough where i don't have to help them with virtual learning that's probably the most thing i'm grateful for this year i'm honored to be here and i really hope to help you manage through some of these unprecedented times and just be able to conduct business and help you with your associations and boards and meetings thank you for having me great carrie um how would you like to start us off please and uh you know we're gonna start off with things like uh how to plan for a meeting how to get ready for a meeting how to notice the meeting etc why don't you take us off and start us off there sure um so you know when we were preparing for today under john's great leadership um we thought that we would kind of start uh with the legal parameters and kind of what you can and can't do in order to hold your meetings both board meetings and owner's meetings and then danette's going to kind of do some practical day-to-day suggestions after we make sure that everybody's doing this correctly so um you know the first thing that an association needs to do in order to hold a proper meeting is to make sure that the notice is in compliance with um the statute and to a lesser extent your declaration of by-laws so um when we're talking about a board meeting which is the business meeting of the board um sort of your normal what most people think of as their normal meetings um the statute both for condominium associations and under ceca which is the common interest community association act governs town homes homeowners associations pretty much everybody but condos um you need 48 hours notice before the board meeting and that notice needs to be mailed or delivered to every owner as well as posted in any common entrance ways or common areas so if you have a building that has seven or more entrances it needs to be posted there if you have a clubhouse typically you'll post it in the clubhouse so really depend on the layout of your association with regard to the posting requirement if you're talking about an annual meeting which is your owner's meeting election meeting this also owner's meetings um also include budget meeting but then also um if you're going to be adopting rules and regulations special assessment or um your uh an amendment to the declaration those owners meetings require 10 to 30 days notice beforehand um so it is a little bit of a different longer requirement um and keep in mind that the notice has to state the time the place and the purpose of the meeting if it is just your regular board meeting the purpose can just be a board meeting if you are calling a special board meeting then you need to state the specific special purpose um if it's a special assessment rules and regulations that needs to be specific as well um so keep in mind the notice is critical so you need to make sure that those go out and that you keep proof that the notice was sent because that can affect the legitimacy legitimacy of the decisions made at any particular meeting carry along these lines we had one question early actually i formulated the same question in my mind you had mentioned the different day requirements for the notice depending on the type of the meeting what is the operational definition of of delivered does it mean you mail it on the state they get it on this date you put it up on the state how do you operationally define that so they're a really good question um we get that a lot and the way that the statute reads it's that it is sent um or put in the mail if you're mailing it um or posted if you're gonna post it it is the date that the board submits it to the owners we actually there's no requirement there's no mention of a requirement as to when an owner needs to receive it you know for annual meetings or owner's meetings 10 to 30 days people are going to get it before the meeting but that's kind of the rub with board meetings because you could mail it and you know if you live in chicago you're not getting that mailing within four to eight hours um but that's not our concern that's not the board's concern it you just have to make sure that it's sent out uh 48 hours beforehand the other thing too that i want to mention is with regard to email notices because i know we get that issue a lot as well you can have email communication or email notices but you have to under both statutes make sure that the board has to adopt the rules providing for email notifications and the critical second part is that each and every owner has to opt in in order to receive email notifications your attorney should be able to provide you with a form for that opt-in um for your home ownership the fact that somebody gave you their their email five years ago does not count as an opt-in they have to affirmatively state that they want things mailed to them via email so let me clarify that would you do that opting in on an annual basis or every two years or however you only need to opt in once or an owner only needs to opt in once and the the way that we draft our forms um the it is on the owner to notify us if the email address changes um we don't have to continue to confirm uh and in often what we say is that if we send an email three times and it comes back bounced or no longer you know accepts emails then we will consider the uh that the owner has um negated that email or withdrawn their opt-in so that at that point they would have to send in a new form so one other clarifying question if i may on this topic suppose you have a hundred owners and you send out you have 95 emails and you have five people that haven't supplied you with emails or haven't opted in are you compliant if you email 95 and snail mail the other five that's exactly what you need to do okay yeah so um you know when email notices first sort of became available under the statute to association i had some associations that said we're not doing it because of the logistical issue of keeping two separate lists right you have to keep a list of who's opted in and a list of who it and send send it the appropriate way to any given owner at this point now and particularly given covid a lot of people have started to adopt those rules someone just asked about uh opting in uh can you opt in with an electronic form as well as a paper form um you need we need those original signatures on file because understand that the notice requirement is is critical to so many other things that the board then does at that meeting right if the notice is improper it negates the legitimacy of the of the meeting so i always take the position that we need an original signature back um again given covid and sort of all the craziness that has ensued with that i think if an owner fills out the form scans it back in and emails it back to the board or the manager that way um so that we can print out the form right the executed form then that's sufficient but email an email saying hey i'm opting in that's not gonna work okay okay very good pretty good um are there any other legal guidelines that uh we should talk about before we go on to any other topics uh no i think that's a good summary okay okay and uh we also mentioned that there are annual meetings where elections take place and there are um quarterly meetings and there also can be special member meetings can there not yes is there any difference about noticing special member meetings um so the notice requirements are going to be the same whether it's a board meeting special board meeting a regular owner's meeting or a special owner's meeting um you know it's 48 hours versus 10 to 30 days um but what happens with the notice i think i sort of maybe glanced over it before is that if it's a regular board meeting you're typically not stating a purpose some associations include the agenda you are certainly not required to do that but if you have a special board meeting then you need to state the purpose of that special board meeting with special owners meetings you really don't have those unless it's for a specific purpose so the purpose is going to be stated those would be special assessment your budget meeting rules and regulations and amendments um so those uh for special owners meetings you're going to usually state the purpose just because the nature of what you're doing requires that for instance if i could give an example if you wanted to hold an educational session for owners on a given topic that would be a special meeting but it would be that would be the purpose of the meeting correct correct that's right very good very good um danette uh we're gonna turn it over to you and uh ask for your input on uh planning for meetings and setting up meetings and building agendas and doing it the right way the legal way the proper way etc take it away every meeting needs an agenda so i think planning the planning to have your agenda is your first step of course um i think it's important that about a week before the meeting or a week and a half before the meeting whether you're a manager or whether you're self-managed somebody needs to be the collector of the agenda items i think your agenda needs to be a living breathing document that you maintain every week take a glance at it see what you need to add because coming up with an agenda a day or two before the meeting is never a good plan and most likely you'll lose some of the things that you need to have on that agenda i would suggest sending an email to all of the board members just stating that you're preparing for the meeting and you want to get everybody's input on what should be on that agenda and then being prepared to discuss all of those agenda items the board members should kind of make sure they all agree with what is on that agenda um you don't want to put things on the agenda that aren't meaningful or that maybe the community isn't interested yet or you're not prepared to talk about yet um i agendas should be more meaningful and not just be filled and stuffed with information i mean you don't want a three-page agenda that is just a bunch of fluff because you're going to lose your audience um you could lose your board members you just want to make sure that what's on that agenda are things that truly the board needs to discuss or needs to decide upon i did include a sample agenda that you can all download later it's a really robust agenda it's probably one of the biggest communities that we have that just has a little bit of everything in there but that agenda will be a good start uh to keep i keep mine in a word document so that i can add to it as uh things come up over over each week send a draft form out to the board prior to the meeting and any pertinent information that board member needs to to review prior to the meeting so that everybody feels like when they're going into the meeting they're well informed i think the board needs to make sure they know what's on that agenda and be prepared to discuss it and not be caught off guard now when you build your agenda um there's a few things i think a lot of people have questions on which is the um items that need to be on an agenda um some of the things they think uh carrie also has a on her downloaded forms that you can download after this but obviously you need a roll call you need to um make sure you have a quorum of the board open forum is something that i think can be a little flexible you have to have an open forum whether you put it in the beginning of the meeting or the end of the meeting i think that really is determined by your community by your board by the personality of your residents when doing open forum especially when you're doing it virtually i think we've all stumbled the last few months of how to handle open forums um each way can work each way can be successful um we've had where we have when we send out the meeting of the notice it's it's important to clearly outline to the residents how you're going to handle an open forum if you choose to handle it or they need to turn in any questions in advance that needs to be up front to the residents that during open forum we will be reading any questions that any residents may have um this would prevent you from having to open up mics or try to monitor a chat box because if you do have a large meeting with a lot of attendance that can kind of become a managed nightmare if you don't have a second you know person who's outside of attending the meeting monitoring the chat box if you are going to allow chat box then you just outline that in your meeting notice that open forum will be handled by chat box um i think it's important to just remind people to be respectful within that chat box because um it's amazing people can be just as disrespectful via chat as they can live um so it's good to just kind o gentle reminder to people that if you know you want to type in the chat box please be respectful and we'll try to get out to all of your questions if you are going to open up mics just be ready to monitor that and hopefully you can call on people individually that you know at this point we're going to open up open forum to the residents i will open up your mics and if you have a question please address it at this time the board is under no obligation to give you answers uh off the cuff and i don't think boards should do that i think if it's something you know maybe a procedure or a rule or regulation then of course that can be answered but if it's something that the board does need to discuss um i think it's important for the board to state you know that's something we'll put on our next agenda and we'll discuss as a board so that they can do their due diligence and um get their information in order john any questions before i continue i think i think you did a great job i have one question that popped up while you were talking that kind of is a bridge between you and gary so i want to get to that question and that is a practical one going back to a meeting announcements someone mentioned that um well and i think this is probably in a condo building they mentioned that if if you have a monthly meeting anyway and you always post the the notice in a common place do you still have to mail it every month to everybody yes yes um you know the the mailing whether it's electronic or you know in the mail or even i mean you could even door drop too don't forget you can you know if you're in a condo building i have some condos rather than spend the mailing costs they'll just somebody's designated to go drop it off you know and slip it under everybody's door that's fine too um but the posting particularly on a website or a community board that is not sufficient that is not notice um because you cannot guarantee that everybody's going to log on and check it um within the time frame stated so you have to look at it in terms of this way if i'm if i'm in court and i have to um verify to the judge that the uh notice was sent to all owners could you do that if you just posted it on a website you can't you can't guarantee that everybody check that website you could as a manager or a board member get up and say yes i placed it into the mail or for all 100 of our residents and that's sufficient right so think of it in those terms danette thank you carrie the net going back to you um i wanted to ask you about the uh homeowner's comments you know you touched on that and there's a couple of i think overarching philosophies about when's the best time to have that quote-unquote open forum homeowner's comments um the couple things i have heard is people say well if you send out the agenda ahead of time maybe that would promote a lot of questions prior to getting into the individual agenda items so if you don't send out the agenda ahead of time maybe that would be a situation i would think that might promote itself better to having questions later in the meeting can you give us your thoughts on that i've seen it done both ways i mean i think it depends on the organization of your board because most for most boards may not have their agenda complete by the time the mailing has to legally be sent out um i do have some communities that do post their agendas and send it out to the community ahead of time i would say a majority of my communities don't because the agenda isn't final yet um as for when the open forum is i again i think it really depends on the community i have um some that do it right off the bat they open the meeting up call it to order do your roll call and then they do an open forum i have some that do too you know they'll do an open forum in the beginning and ask people you've reviewed the agenda if you have any questions on the agenda now's your time to speak and then they'll do another one at the end of the meeting and ask if any if there's any additional questions or concerns from the community i've seen the open forum on all areas of an agenda okay very good and you don't have a preference for which one is better i think it depends on the community okay i agree okay everybody doesn't want to just say it's this time but it depends this is an ongoing debate right and i think there's pros and cons to both so uh danette going back to building an agenda um what are your keys to building an agenda i mean you know the the the things that you have learned over the years that have helped you successfully craft an agenda for your clients you obviously have some best practices and i'm sure others may or may not and so let's hear what yours are please oh gosh i think it's building an agenda the best course of action is always to think about the future because you you don't want to be reliving the past and approving things that you've had to do because you weren't prepared um so right now i think if you're building your next meeting agenda it should be discussing more spring items so that you're prepared for the spring your landscaping your proposals any landscape improvements you plan to make if you do have a clubhouse and pool how you plan to get that open this this summer um so you should be trying to plan your agenda for what's coming up in the future but we know that isn't always how it happens sometimes we're dealing putting fires out constantly and we're having to ratify things that we're done um i just think it's really best to keep an adjust i mean i i have a file for each of my communities and i will pull up that agenda and i'll be typing things in like okay we need to make sure that we get our landscape proposals in place and get those prepared and those proposals sent to the board for review okay i'm going to ask each of you to describe in the most succinct but carefully crafted words you can how how you now recommend to your clients and homeowner associations how to handle the quote-unquote remote meeting differently from the uh in-person prior meetings that we're all used to from the past first i'm going to turn over to kerry yeah sure so i think you know first and foremost um it is okay for boards to conduct both their annual meeting and their board meetings on zoom or fit some video conference platform um i'll use zoom just because it's the one that will come out of my mouth first um but you know the illinois not-for-profit corporation act provides that um you know you can participate via video conference um and also conference call although i think that's even harder to navigate um particularly when you have homeowners on that call um but it is an acceptable platform and the the idea is that everybody needs everybody on the call needs to be able to hear everybody else who is participating on the call and vice versa so it has to be a speaker system right you can't have someone on the phone reiterating what somebody else on the phone is saying everybody has to hear everybody um so once we get past sort of the legalities of the zoom um to your question what has changed so i think not a lot actually should be changing your notice requirements are the same your uh quorum requirements are the same if it's a board meeting or an owner's meeting um and you know developing the agenda as danette suggested that should stay the same i think what ends up changing is really just the sort of the on day process so if you're talking about a board meeting only the board should be unmuted um until you get to that owner form and then depending on how you handle the owner forum um you know maybe it's submitting questions ahead of time maybe they can only participate through the chat in my experience having done now many too many zoom meetings in the last nine months um you know some way to permit owners to submit their questions in writing as opposed to live on a zoom call is just easier um you know as i'm sure we've all experienced if everybody's unmuted it's very difficult with background noise and somebody's dog is barking and blah blah you know whatever everything's going on um it becomes very difficult to hear so i i always recommend either questions ahead of time or the chat feature but the content and how that meeting moves forward is really the same for an annual election it's a little bit more detailed so maybe we'll deal that in with that in a second but i do want to take the opportunity to caution about a pitfall that i see happen more often than it should um and that is when we're on zoom calls particularly in an executive session zoom so these are closed sessions of the board one of the permitted topics to be discussed confidentially amongst the board member you have your board members on the zoom and in comes my husband to bring me a cup of coffee right but then he lingers in the background and he's hanging out doing what he's doing and then he leaves 10 minutes later nobody should be lingering in the background when you're on executive session calls these are private and confidential amongst the board members and just because we're all in our own houses doesn't negate that need for confidentiality um so if you are going to be on an executive executive session call um you know i when i'm on the like today there's a sign on my door to my children and my husband that says do not enter on a conference call um so you really need to find a private space for you to have these executive session um board meetings so that you're protecting the confidentiality for the association so it's really tantamount to uh like a doctor patient or lawyer client confidentiality issue correct that's right that's right and you know think about it if you're meeting live with your board to have an executive session your husband's not sitting in the room with you right or your wife or your son or your daughter um you know that is it should be that same sense of it's just the board on that that video call um yeah right right and so you know as an attorney when i see somebody's family member walking around in the background and i'm providing legal advice that's a great concern to me because i only have attorney-client privilege with the board members not their family so you really need to be aware of that there was a question on the chat just a minute ago i'm going to ask to both of you probably maybe carrie get this for sure the question was about um does the open forum session the resident comments section apply to condos as well as to hoas there was a comment made that someone thought it was only related to sikka yeah so sika requires that an open session for the homeowners is a is on every agenda of every board meeting for condos that language is not in there under the condo act but um it is my recommendation that that is included in every regularly scheduled board meeting if you have a special board meeting for a condo maybe that's not necessary but for regular board meetings i recommend that you do that as well okay very good um let me take a quick gander here at some of the questions um i think we've got most of those questions answered um so now let's go to um the topic of um minutes and i wanted to ask both of you um how you each recommend handling minutes of the different types of meetings or is that premature because kerry i recall you saying one you wanted to talk about something about the annual vote oh yes let's talk about annual meetings real quick and then minutes i think are a very important topic um and and i'm gonna you know i'll give the boring side of minutes but danette probably has some more practical tips and i do um so with regard to the annual meeting i think that this has been the single biggest change with regard to meetings um with the pandemic and the stay-at-home orders um you know this is really where boards have had to shift um process so um i just wanted to kind of give a brief discussion of how and what that should look like so again with your annual election the notice is the same the notice requirements are the same your quorum requirements are the same it is 20 for condos 20 for sika associations and if you use absentee ballots electronic ballots or even proxies that part of the process really doesn't change all that much i have seen a lot of associations who again were adverse to electronic ballots or absentee ballots before start to want to develop those rules because it does make it easier but you can still use a proxy what is really changing is the in-person nature of the annual election and the reason for that is due to the stay-at-home orders we can't have more than 10 people in a room and for many associations you have five board members you have the property manager maybe you have your attorney so you're stuck with three spots for people to come and that's not sufficient so what we have to change is that in-person portion of the annual election what i have been telling my clients is that you still need to offer the option for owners to come and pick up a ballot on the day of the election and submit it but to encourage most of your owners to vote via proxy electronic ballot absentee ballot so that even that number is minimal um but for those people that are voting in person what most of my associations have done is say let's say your meetings at 7 pm so the manager board member who's not a candidate whoever that person is sits in a lobby or at a board member's house or whatever is convenient for a two-hour period five to seven beforehand right you can come check in get a ballot submit it put it in the sealed ballot ballot ballot box and then that will eventually be given to whoever's counting the ballots at seven um so you wanna make sure that you have that option with regard to proxies that's the the way that your owners are able to vote uh before the election make sure that the proxy holder in other words who i'm giving my proxy to that person has to be on the video call um so what we've said is either designate again some owner or board member that is not a candidate as the designated proxy holder for everybody so that one person gets them and assure your owners that the proxy's votes are going to be counted as is in other words if i fill out my proxy and vote for john bob and sue that's how my proxy is going to be counted um so i do think um you need to consult with the association's attorney to make sure that the notice the forms and all of that is is correct but you know in april may june we were all delaying our elections thinking that at some point we would go back and be able to meet it doesn't look like that's going to happen for the near future so if you haven't had your election yet for 2020 you need to start planning it and the best way to do that talk to your attorney talk to your manager and let them help you develop a process because it is somewhat of a hybrid and there are going to be some changes is it appropriate uh to have a process that excludes proxies so that uh everybody has to vote electronically or drop it off um so electronic um ballots are going to be the same as electronic notice you have to owners have to opt in in order to use it the other trick is that for condos in order to use electronic voting those rules have to be adopted 120 days prior to the election in which they're going to be used so you know you've got to you've got to think about it ahead of time if you're going to adopt absent i'm sorry electronic voting um in a non-condo those can be adopted whenever you don't have that 120 day requirement but you cannot eliminate the in-person voting option and if your declaration and bylaws allows for proxy use which 99 of them do the only way to get rid of proxies is to amend your declaration or to adopt absentee ballot or electronic ballot processes or rules so again my suggestion is to have you know consult with the association's attorney so that they can walk you through what that looks like but these are all options and they do allow the board to proceed with elections even though we can't meet in person okay uh there was a question here um that i'd like you to get to please both of you and this has to do with i think uh in a way the palm case um the question is please state the rules related to meeting in private versus including owners uh boards seem to still think they just need uh four public meetings a year u that was the question a comment i i'm not sure how you want to respond but i think in general this is a good topic to cover now tonight you want to take it away or i'll start i mean the border most sports do have to have at least four meetings a year but that is to just approve business items to invite their membership boards meeting in private is still very specific to executive session items the board can't meet and conduct business just because they've already had those four meetings per year they do have to still meet an open session and invite the membership and give notice to the membership as as they did with meeting one through four but it's very specific to what the board can meet privately about [Music] thank you um carrie anything else to add yeah no just to tag on to what danette was saying so all board meetings are open um per the statute unless you're discussed meeting to discuss not vote but discuss um one of the six topics that are appropriate for an exec executive or closed session of the board um and so there really should be no private meetings um and and as danette said the four meetings is just the minimum number of board meetings that you're supposed to have per year um i'll go ahead i'm going to list off what the executive session or closed session topics are but if it is not one of these six topics it better be discussed in an open meeting so those are litigation either pending or probable to discuss violations of the rules and regulations to discuss delinquencies foreclosures bankruptcies that kind of thing to discuss the appointment employment engagement or dismissal of an employee independent independent contractor agent or other provided provider of goods and services and then also interviews related to those people and then finally to consult with the associations counsel or attorney um so those are the only topics that you can discuss in executive session i will note that um sort of the contractor two exceptions interview and to discuss um contractor issues is pretty broad that was broadened a couple years ago but it still doesn't encompass for instance your budget workshop that we all used to hold it has to be related to a specific contractor or specific service being provided to the association okay how do you recommend boards deal with in the past they may have had group meetings prior to the big open meeting to discuss budget issues how do you how do you recommend that boards handle that danette you want to take it or you want me to do it a budget issue really isn't an executive session item unless they're talking specifically about a contractor um hiring a contractor but budget discussion in general in my opinion is is done at an open meeting yep i would agree okay okay uh there was a question about uh nominations from the floor are they mandatory are they optional based on based on either law or bylaws um so that that question comes up a lot um there's actually no requirement that a board allow for nominations from the form under either of the statutes um with regard to particular sets of bylaws i've seen it once or twice but typically the bylaws are silent as well so it's really up to the board to establish their election procedures but once you establish them you need to follow them um so and historically if your association has allowed for nominations from the floor um you know you can't just one day say oh yeah but we're not doing that anymore um so if you are going to change your procedures with regard to nominations from the floor either to allow them or not allow them that should be very clearly stated in the request for candidates that goes out and the notice of the election that goes out so that owners know whether or not they have to submit their name early or they can do it at the meeting i will also say that with regard to zoom elections the vast majority of my associations have suspended nominations from the floor for this year and the reason again for that is because it's very difficult to see who's making a nomination from the floor who's seconding it is the person accepting it it becomes very cumbersome on a zoom call so if that's what you're going to do again it needs to be clearly stated in the call for candidates and it needs to be clearly stated in the notice of the meeting so that owners know that they have to submit their candidate application ahead of time so if i could summarize just as a board member listening to this conversation if i could just summarize is it correct to say the following homeowners associations and condo boards are okay to do it either way meaning you can or cannot in either case have or have not uh nominations from the floor but if you do or don't you have to specify clearly in your in your call for nominations and in your uh agenda i guess uh or or call our meeting announcement that you are are not having nominations from the floor that's correct in other words it doesn't have to be a declaration or a bylaw change or rules change it just as an announcement yeah i mean here's the you know how to it works right the owners have to know what they have to do right so if you're allowing nominations on the floor and i want to be a candidate well i don't necessarily have to submit it by the deadline to be included on the proxy because i want to wait until the meeting if that option is not available then i need to know that so that i can get my candidate application in um in time so as long as we're notifying the owners then the board can really adopt whatever reasonable procedures they want uh with regard to the election okay going back to uh the net uh for a minute i have a question here uh in my own head and also a couple that have popped up on the sidebar has to do with what what's the best way to handle uh suppose there's a big project that that a couple of board members have discussed or other people discussed over time or even owners have brought to the board that you know maybe we need to look at this as a long-term okay how does the board get around the palm concerns sufficiently to have any kind of uh way to discuss that at least preliminarily before any decisions made just to flush out the facts is it better to defer that to a committee or maybe maybe there's one board member or ask the uh man to handle a discussion with the board what do you recommend in that i think if it's a large project that's going to require a lot of investigation that the board should probably if they have the ability and they have residents that are to appoint a committee in place with a couple of interested board members running that i don't recommend that you have a quorum of a board on that i think you need to have less than a quorum of the board otherwise you will have to have open meetings every time you discuss it but it will be an avenue for that group of individuals to really dig down deep into that project and then report it back to the board so the board feels more informed about what direction they want to take care would you agree with that yes that's i think a very helpful response because you know any business has to do planning and you want to do it in a legal fashion vis-a-vis the palms case et cetera et cetera but but it doesn't obviate the board's need to do its due diligence for instance you know things like oh my god the trees are overgrown what are we going to do about them you just can't have that discussion in 15 minutes at a at a board meeting i can imagine the cacophony so i i hear you it sounds like the best way to handle that is defer that discussion to a committee have the committee flush it out have one board member be on the committee and then bring it all back to the board correct correct okay i hope that answers the question for the people that have asked us on the side um well we are um at 1 hour and 52 minutes into this hour or 52 minutes into this hour anyway at 1 52 p.m and i'm a believer in finishing on time to respect everybody's time so i'm going to ask ask each of the panelists to kind of sum up where we are and uh kind of wrap up today and then uh if any other questions come up in the last couple of minutes i'll try to address those uh to one of you too so danette if you want to try to wrap up uh what today's discussion meant for you or what you wanted to leave on the table sure i think we've come a long way since march i mean when march happened and we shut down no none of us really knew how we were going to take business for our associations so if you haven't had the virtual me or you're nervous about doing the virtual meetings i think you just need to jump in and do them we were all on the same footing when this started nobody really knew we were all kind of faking it to make it work but now that we've had several months under our belt i think we've seen it can be very successful it can it can really help keep things moving the residents can see that the board is still actively working the staff is still working the management company is still working um and i just i just think you don't need to be afraid of those virtual meetings have as many of them as you like you you just become accustomed to it okay carrie yeah i mean just to kind of tag on to what danette said um you know i do i do think that boards have been incredibly um for the most part adaptable and moved their format to zooms i'm also finding um that owners are very understanding of the limitations on the board you still have the one or two who are not going to be happy no matter what you do but for the most part owners appreciate that the board is still operating the association's getting taken care of and i've seen increased participation um you know maybe that's a bad thing but for most people it's a good thing um and you know to really get in your comfort zone um but it is you know look as as we are all navigating this together it is novel not just for the scientists and ever and everybody else but it's novel for board members for managers for your attorneys um you know and the and the rules keep changing right um so i think it is important for boards to continue to use resources um like your attorney like your manager um cai um because you're not doing this on your own um but for the most part from a legal perspective meetings annual meetings board meetings are going to be the same it's just being presented in a different format okay okay there was one last question about uh meeting minutes uh we really haven't touched very much on that we probably should as we wrap up so let's spend the last couple of minutes talking about minutes all right i think tonight you were going to talk about some sure yeah um i i did attach the agenda at the bottom i see kind of some of the chats that have been coming up frequently and it's about accepting prior minutes um i do uh think that each board meeting you should be approving the minutes of your past meeting whether it be last month's meeting or a few months prior so definitely all board meetings should be approved at an open meeting any motions of any business that you need to transact should be approved at your meetings i recommend to my boards that we have two separate agenda items for discussion items and another agenda item for business items this way it's very clear which items are just up for discussion there really isn't anything to be approved that day but maybe just more informative and then the other agenda item would be the items that you're actually approving and making motions on all motion should be part of your minutes um i am not a supporter of putting a lot of contacts in there with discussions or comments from residents or um it should really just be your motion what what i like to include in the motion is the dollar amount the vendor and the contract date time other than that sometimes we'll have committee reports and then at the end of the meeting we'll have the executive session if needed we'll make a call for that and then of course you always need to have your motion to adjourn and i like to indicate the time that the meeting ran do you have anything to add to that carrie um yeah i i totally agree with you um and i am also a proponent of less is more in your minutes um you know minutes are not your newsletter um so you shouldn't be including in your minutes discussion items where no action was taken um you know that's that's not the point of the minutes keep in mind that the minutes are the business record of the corporation um and so they need to just be about what business was conducted um i also just to tag on um danette referenced executive sessions and we've talked about it on and off um throughout our seminar but there was a recent case in illinois um that talked about whether or not there needed to be minutes kept of access executive session meetings so to give you some context the statute was changed so that an executive session meeting of the board to talk about one of those six topics we discussed can be held on its own in other words it can be a standalone meeting whether and it does not under the statute require notice to the owners because it's confidential so the question was if the board holds an executive session do they have to have minutes that they met and what the case held was that yes they do so if you have a standalone executive session you need to keep minutes of it needs to tell you same as danette said the date of the meeting the time it was called to order who was present that you had quorum and then uh the meet of the meeting i'll get to in a second and then the fact that it adjourned so what goes into the meat well there's no decisions being made so if you take what we just talked about that the minutes are just a summary of the motions made and decisions made there's nothing in those minutes but what you do need to include in the minutes of an executive session meeting is which one of the six topics one or more i should say did you discuss at that meeting that's all that's in those minutes so it could be you know meeting held on december 7th at 2 o'clock to meet with the association's council and then it adjourned at 2 o'clock so you do need to keep those minutes of executive sessions the executive session meeting minutes if you have standalone executive session meetings will be approved at your next open board meeting um so they are approved along with any other screen or sending them out for review to uh to owners the minutes uh yeah but it shouldn't it shouldn't you're not gonna have any meat in it right so all it's gonna say is uh we had an executive session meeting to discuss violations discussion delinquencies but there's no specific information and those executive session meeting minutes do become part of the record of the meeting in which they're approved a couple of questions as we wrap up here just to wrap up the whole hour um on the issue of minutes um first of all do you if you have a website should you be posting all of your minutes including executive session minutes um i'm okay with posting minutes on a website as long as the website or the access to those records is protected and a password behind a password yeah oh yes good point yeah and they have to be only the approved minutes not draft minutes right uh another question about minutes and uh about recordings uh i've heard of a number of associations that record meetings uh and i take it i've been told it's legal to do so uh the question is when you do record a do you a recommend it b do you not recommend it if you if you do recommend it or allow it uh what do you do with the recordings so uh i'll give you the legal parameters but um so under bull statutes any owner has a right to record the open portion of any board meeting or owners meeting so we cannot stop it you can develop rules on how and where that's done in other words a guy can't put the video camera or stand right in front of the room and block everybody else it can't be disruptive to the meeting so on and so forth um but if so if that happens if an owner says that they want to record it it does need to be announced to the board and the board needs to announce it to everybody else in the room you know unfortunately or unfortunately i've had situations where somebody's turned their phone recorder on and they go ah i recorded you saying blah blah blah blah blah blah ell that's not going to be legally uh admissible in any circumstance because there was no notice about it if you have somebody recording a meeting you need to absolutely make sure that it is turned off up until the meeting starts and it is turned off the minute the open meeting ends um we've had several conversations that get recorded talking amongst the board after the meeting's over and it's usually not good for the board um so make sure that that's turned off um and then finally under no circumstances never don't do it it's a bad thing should you record an executive session meeting um those are discoverable by the other side um and there's no reason for those to be recorded okay uh do you what do you tell boards that may ask you uh if the board wants to record the meeting for their own for their own use well i'm thinking here uh just for documentary purposes and for uh help with minutes etc etc what do you tell boards i don't recommend it but i do have two boards that i know of where they do uh record the meeting the secretary records it and it is immediately erased once the minutes are prepared carrie yeah i agree the same okay okay same very good well i don't have any other questions and it's 204 p.m and uh i don't think we're having any other um questions come up right now that we haven't addressed in one way or another so unless either of you have anything else to say i'm uh fine with uh terminating this uh this discussion i'm i think i'm good yes thank you i would like to thank uh both of you uh very much for participating and helping educate uh board members like myself and other managers etc uh i think that's very helpful and uh once again i said this is the reason i joined uh cica i to uh to learn more how to become a better board member so hopefully we're helping other other board members and managers along these same lines kerry i'd like to thank you very very much danette thank you very very much and i'd like to thank brandon and cai for helping put this on uh one last thought there are those takeaway handouts that kerry and danette have prepared and i think the the cai has prepared a methodology for you to download that i think it involves uh giving your email address and they will email these to you so um please take advantage of it if you'd like uh with that i'd like to close the meeting and say thank to both of uh to everybody for attending and especially to the net and uh and carrie thank you much thank you bye okay bye bye guys [Music] [Music] do [Music] [Music] so [Music] [Music] [Music] [Music] [Music] you