Calling a Special Condominium Unit Owners' Meeting
by
QUESTION: The owners have acquired the necessary
signatures to hold a special meeting but because they want to remove the
President of a three member board and the other two board members support the
President, the board is refusing to conduct the special meeting. I am
sure this happens frequently – what then is the next step?
ANSWER: There are three ways in which the existing
Board might attempt to impede the dissident unit owners from proceeding with
the special meeting:
1.
If the dissident unit owners have the names, addresses
and percentage interests of the other unit owners and there are no other
impediments particular to their
Association’s Declaration and By Laws to the calling of such meeting, the
dissidents could simply call the special meeting themselves by sending notice
of the meeting no less than 10 and no more than 30 days before the date of the
meeting as to the time, place and purpose of the meeting and then proceed with
the meeting. If the President or the
Secretary of the Association failed to meet their statutory obligations to
conduct and take the minutes of the special meeting, the unit owners present by
motion duly adopted at the meeting could appoint a substitute chairman and
secretary of the meeting.
2.
If the dissident unit owner group does not have the
information necessary to send out notice of the meeting, they could serve a written
request on the present Board to review the Association records containing that
information and state as the purpose for such request their need for the
information in order to call the special meeting. Under the Illinois Condominium Property Act,
the Board would be required to give access to the requested records within 30
days of the request. If the Board failed
to do so, the dissident unit owners could sue for access to the records and if
the court found the directors actions in withholding the records to be in bad
faith, would be entitled to reimbursement for their reasonable attorney fees
from the Association.
3.
A third possible situation would be involved if the
Association’s Declaration or By Laws contained provisions requiring that an action
or actions be taken by the Board as part of the process for the calling of a
special unit owners’ meeting by unit owners.
An example of this would be a requirement that the proposed agenda of
the special meeting be first submitted to the Board, which itself would then be
required to submit the agenda to the unit owners. If the Board, after demand to do so and
without legal justification, refused to submit the agenda to the unit owners,
the dissident group would be required to initiate a unit owner’s derivative
suit against the Board to force the Board to act. In the derivative suit, the suing unit owners
would be acting on behalf of the Association to seek a court order to force the
Board to perform its duties.