How the pandemic can affect association board meetings

 
Posted3/28/2020 7:00 AM

Q: Can the board of our association postpone the annual meeting of its owners because of the COVID-19 pandemic?

A: The virus that causes COVID-19 has been declared a national emergency by the president of the United States, while the governor of Illinois has declared a state of emergency. The Centers for Disease Control has established a policy of "social distancing" whereby we should all maintain a distance of at least 6 feet from one another to prevent the spread of the virus.

                                                                                                                                                                                                                       
 

Importantly, the CDC guidance now states that most gatherings of 10 or more people should be canceled! This all gives association boards ample justification to postpone an upcoming annual meeting of the owners for the duration of this pandemic, or until the CDC guidance on gatherings of groups is lifted.

That said, where permitted, owners can be encouraged to vote in board member elections by proxies issued to a single person, or to vote by ballot through the mail or electronically (email) if the association has adopted appropriate rules to permit such voting. These suggestions will reduce the number of people physically in proximity with one another at an annual meeting of owners.

Mail-in ballot/electronic voting would only be allowed if appropriate rules have been adopted; otherwise owners will need to vote in person or by proxy.

Q: The board of our association needs to meet; however, we are concerned about gathering in person given the COVID-19 situation. Is there an alternative to an "in person" board meeting?

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A: "Social distancing" is public policy with Gov. Pritzker's executive order regarding government meetings (not applicable to associations, except by analogy). In light of this, the board should consider holding its meetings to conduct association business via conference calls/video, or other acceptable technological means, as is permitted by law, whereby all people (board members) participating in the meeting can communicate with one another, while simultaneously allowing owners to listen/observe, without gathering as a group.

There are services that can provide dial-in conference call numbers for this purpose. Typically, there needs to be a physical location for a board meeting so owners can attend. However, as long as owners can "attend" any open portion of a board meeting that is conducted via conference calls/video, or other acceptable technological means, via such technology, this approach seems to be a reasonable balance between what may be the letter of the law and the current public policy of "social distancing."

There are a number of these conference call services identified by a quick Google search. Some of these services permit owners to hear the board members, but the owners are "muted" unless and until the board "unmutes" the owners.

Notice is still required of these meetings.

Q: Is there anything the board of our association can do to reduce the number of board meetings during the COVID-19 situation?

                                                                                                                                                                                                                       
 

A: To deal with day-to-day decisions, the board could adopt a resolution (at a board meeting) delegating decision-making authority to the board president (who may consult with individual board members), and this can be for a finite period of time. Many municipalities around Chicago have taken this approach to avoid public meetings during this pandemic.

Many associations adopted this sort of resolution after the Palm decision. This would permit the association board president (or anyone else authorized in the resolution) to make these day-to-day decisions without a meeting (and to report the decisions to the board).

• David M. Bendoff is an attorney with Kovitz Shifrin Nesbit in the Chicago suburbs. Send questions for the column to him at CondoTalk@ksnlaw.com. The firm provides legal service to condominium, townhouse, homeowner associations and housing cooperatives. This column is not a substitute for consultation with legal counsel.

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