Meeting Highlights - Illegal Vote for Renter Attendance at Meetings

During the most recent association unit owner meeting held March 11, 2010 our "Communications Director" proposed that the unit owner meetings be expanded to include renters. Her argument in favor of this was "I have read many places that this is a good thing". During the ensuing discussion, it was asked if our legal counsel had been approached for a ruling on this particular maneuver, specifically as per our By-Laws. The answer was "no" and apparently such counsel is not needed or required by our board.   The proposal was discussed, seconded and then passed.

In 2009 shortly after the election of the CD we had a handyman attend a meeting and this led to a discussion among the board who reaffirmed that such attendance was not consistent with the By-Laws and it was stated that meetings are only open to unit owners. However, it seems our new board is attempting to skirt the bylaws, effectively changing them, using a method inconsistent with our By-Laws. The method employed to pass this measure is a clear example of a breach of Fiduciary Duty. This action is not an accident, is not simply an error or an omission.

Our By-Laws, which is to say our By-Laws contained in our "Declarations of Easements, Covenants and Restrictions for Briarcliffe Lakes Condominium Manor Homes" has specific language regarding unit owner meetings. It also has specific language pertaining to membership in the association.

Article Three, section 3.4 states in part that "Each Unit Owner shall be a member of the Homeowners' Association....." it then continues "Each Owner agrees to be bound by and observe the terms and provisions of the Association's Charter, its By-Laws and the rules and regulations.....". Obviously, this also pertains to the members of our Board of Directors. Some apparently do not agree to be so bound.

Article Three, section 3.6 states "Meetings. The rules and regulations governing the calling and conduct of the Homeowners' Association meetings shall be set forth in the Association's By-Laws."

Exhibit "C", "By-Laws of the Briarcliffe Lakes Homeowners Association" stated in Article II "Members (Unit Owners)" Section 3 pertaining to meetings: "Meetings of the voting members shall be held at the Property or at such other place in the county wherein the Property is situated, as may be designated in any notice of a meeting." The Section 3(a) goes on to state "...any action may be taken at any meeting upon the affirmative vote of the voting members having a majority of the total votes present at such meeting." The by-laws pertaining to meetings go on to define the time and circumstances of annual meetings "shall be held on the first Tuesday of September......at 7:30pm." Section 3(b) states "Special meetings shall be called by written notice, authorized by a majority of the Board, or by the voting members having one-fourth (1/4) of the total votes....." and Section 3(c) states "Notice of meetings required to be given herein....to the Unit Owner with respect to which such voting right appertains...".

The documents pertaining to Briarcliffe Lakes Manor Homes make a clear distinction between voting members or Unit Owners, and "Occupants". Our by-laws do not state that "Occupants" may come to meetings for "Voting Members". Our covenants and By-Laws have specific language about members of our Association, and about "Homeowners' Association meetings" which are defined as "Meetings of the voting members."  Renters are not voting members.

I believe the action by our CD and the Board is illegal, which is to say, is not in accordance with our covenants and By-Laws. Our Board exceeded its authority. It is disturbing that our CD, who proposed this, did not even have a copy of the governing documents in hand, so that this could be properly discussed. Our board president was not present for the meeting. This is another example of someone on our Board "running their agenda" for their own personal reasons and personal motives.

The board does have the right to change or "Amend" the By-Laws, but only by "action and approval of the voting members having at least two-thirds (2/3) of the total votes; provided....no provision...[will] conflict with the provisions of the Condominium Property Act."  However, this unilateral action by the board is not in accordance with our By-Laws. The motive appears to be the personal agenda of various members of the Board.

There was a lively discussion by the unit owners who were present. As was pointed out by a unit owner, this will undermine the relationship of the owner who is the landlord, to his or her tenant, replacing the landlord with the Board. Perhaps that is the intention of our CD. However, this raises some serious questions. The By-Laws already pertain to Unit Owners and Occupants alike. So what is the goal here? When the question of the guidance of the By-Laws was discussed, and possible review by legal counsel, this was quickly passed over, in the rush to second and vote. This appears to be a clear breach of Fiduciary Duty. There was no attempt to consider and be "informed". With the exception of the 2009 meeting cited above, there has been no other discussion with Unit Owners present. Of course, various members of the Board are apparently privately discussing this and other "good things" for our HOA.

As a Unit Owner, it is extremely disappointing to see Board members who are so eager to pass their personal agendas that they are unwilling to do the necessary research. As a Unit Owner, I suspect I have invested much more time on reading the governing documents and studying the issues than our Board has. Various owners wonder why we have problems here at BLMH. I suggest they attend unit owner Association meetings and observe the action and character of the Board. Then they may have a better understanding of the incredible problems facing this HOA.

I'll be doing my own, independent research on the pros and cons of such a change to the By-Laws, since our CD is unwilling to discuss her rationale, other than that she has read somewhere that this is "a good thing".  It may be this is "a good thing", but I am unconvinced. It is also a fact that there is protocol for making changes to the By-Laws. and this is not the legal way.  I am also concerned that so many of our Board members voted for the affirmative!

Comment Added March 15, 2010. 
There is disinformation being distributed about who is allowed at meetings in accordance with the Illinois Condominium Act. The 2010 version of the "Act" Section 18.a.9 states that the Bylaws shall include at a minimum that "Meetings of the Board of Managers shall be open to any unit owner..." Section 18.3 goes on to state that "Each unit owner shall be a member of the Association." Renters or other "occupants" are not members of the association. If anyone tells you otherwise, ask them to cite the specific section of the "Act". If they can't then they are deliberately deceiving you.

Comment Added March 18, 2010. 

I have been asked if all of the board voted for this. The Treasure voted "NO" and explained exactly why. The President was absent from the meeting.