Q. I am a condo board member and often hear my fellow members say at our meetings that "What goes on in here stays in here.” How can that be fair to our unit owners? Shouldn't everything go in the minutes except for names and amounts owed and the like? Transparency is forgotten too often since too many vendettas are ruling the meetings.
—Cynical Board Member
A. “Condominium board meetings are open to all of the unit owners of the association as required by statute (765 ILCS 605/18(a)(9)),” says attorney Peter H. Jagel of the Law Offices of Peter H. Jagel, P.C., based in Naperville. “As you indicate in the question, transparency is important and healthy for a board of directors. The open meeting requirement does not generally extend to tenants or other non-owners of units in the association, unless specifically invited or approved by the board.
“There are only six exceptions to this open meeting requirement, and the cited section lists those issues that can be discussed by the board in executive session, or a portion of the board meeting that is conducted in private and outside of unit owner's ability to view and hear the discussions. Those issues are: (1) litigation involving the association; (2) employment matters of the association; (3) interview of potential employees or contractors; (4) violations of Rules and Regulations of the association; (5) delinquent accounts; and (6) consultations with legal counsel. (765 ILCS 605/18(a)(9)(A)). The discussions held in executive session are not included in the minutes of a meeting; however, any vote taken by the board on matters discussed in executive session should be made in open session in front of any attending owners. These votes should be made a part of the minutes of the meeting.
“The Illinois Condominium Property Act also allows unit owners to record board meetings, subject to logistical restrictions to prevent disruptions to the meeting. These recordings do not constitute official minutes of the board meeting, but the ability of an owner to record a meeting would prevent non-disclosure of meeting discussions and votes.
“As a practical matter, meeting minutes are only as good and detailed as the person taking down the events of the meeting and subsequently preparing the written minutes. The board determines who takes and prepares the meeting minutes and if the current situation does not provide a complete record of the board meetings, then you can make a motion to change the person or process for the taking and preparation of the minutes. Part of such a motion could require that board meetings be recorded for purposes of preparing minutes, to ensure that no issue or vote is left out of the official minutes. As a board member, you have some say over how this process works. If the board is purposefully restricting an owner's access to a meeting or conducting business in private sessions that are outside of the six exceptions listed above, then the board could be violating its fiduciary duty to the owners.
“Board meeting minutes are important because they represent the official record of the actions of the board of directors. Meeting minutes reflect the motions, votes and resolutions made by the board and if these decisions are not properly recorded, it can create confusion or inaccuracy of board positions. Owners have a right to know what actions the board takes and boards have a duty to provide that knowledge.”