Serving as the president of a condominium board can be a thankless task, at best, but those who achieve the greatest success in the role find that the key is to run a tight ship, in the form of well controlled board meetings that stick to business.
In particular, those elected to a condo board must shun the emotional outbursts that too often arise, creating acrimony that can last for years.
The president must set and follow a specific agenda; recognize all board members who wish to speak on a subject; decide questions of order; put matters to a vote; and ensure that the results of all votes are clearly set forth in the minutes of the meeting.
The effective use of committees serves to expedite a meeting. Matters assigned to a committee at the previous gathering of the board should be introduced at the following meeting by a committee report which is discussed and voted by the directors.
Condominium meetings are frequently disruptive when unit owners have the mistaken impression that they can participate in a board meeting. The Illinois Condominium Property Act specifically restricts participation at a board meeting to the directors alone.
However, as residents and investors with a large stake in the operation of the association, owners wish to be heard.
To avoid any resentment, it is practical for an association president to place on the meeting agenda a session for unit owners to express their views to the board.
The owners forum, held before or after the formal board meeting, will generally satisfy the desires of unit owners to express their views; and eliminate the sense of frustration which often arises when owners believe the board ignores their criticisms or complaints.
To effectively administer the association, officers must have a clear understanding of their specific powers and duties. Too often, however, association officers have mistaken impressions about the scope and limitation of their offices.
In particular, the association president must have a clear focus on his or her role as an officer of the community association. The president must examine and become familiar with specific written sources for his or her authority.
Without such clear guidelines, the president may create legal problems that embroil him or her as well as the association.
This is the time of year when many community associations are holding their annual meetings to elect directors, and for many who are newly elected, it can be a time of confusion. Following their election by the owners, board members choose officers of the association.
Rather than operating under their impressions of their role in the community, officers should become familiar with the guidelines found in the association declaration and bylaws, the Illinois Condominium Property Act, and the Illinois General Not-For-Profit Corporation Act.
Most condominium declarations contain a brief description of the powers of the president. A typical declaration will state only that the president is the chief executive of the association designated to receive mail and notices, and execute all amendments to association documents.
The Illinois Condominium Property Act merely describes the duties of the president as one who shall preside over the meetings of the board of managers and the unit owners.
Section 108.50 of the Illinois General Not-For-Profit Corporation Act contains the most specific limitation on the authority of association officers. This provision states that all officers of a corporation, as between themselves and the corporation, only have the authority and may perform certain duties for the property and the corporation that are described in the bylaws, determined by the board of directors or recognized by common law.
In plain English, this means that the president only has the express authority contained in the declaration and bylaws of the association or specifically given to the president by a resolution of the board.
However, the implied authority granted by common law means that the chief executive officer of a corporation, like an association, may give the appearance of authority to an outside person that can bind the organization.
Following each board meeting, the president must carry out the decisions of the directors.
This role does not authorize the president to act as a policy dictator or confer any authority beyond that which has been granted by the board at the meetings. The president may execute documents, ensure that contractual obligations are met, and oversee the completion of special projects.
The president cannot set association policy. He or she cannot hire or fire an association employee. The association president may not approve of an individual employee or the property management firm; but he or she must confine personal opinions to board meetings where the entire board can review the performance and future of association employees and contractors.
The association president creates legal problems for the organization when he or she exceeds the legal authority granted under the governing documents or applicable law.
Unilateral actions by the president to execute a contract, hire or terminate contractors or an employee without a board vote, will give rise to claims against the association.
Association presidents generally serve their communities at great sacrifice to personal and professional time.
By observing certain legal guidelines for his or her role, the president can avoid the problems and adverse consequences that often arise.
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Mark Pearlstein is a Chicago lawyer who specializes in condominium law. Write to him c/o Condominiums, Real Estate Section, Chicago Tribune, 435 N. Michigan Ave., Chicago, Ill. 60611. Sorry, he can’t make personal replies.
