This section examines two related events: (1) a Notice issued on September 6, 2023, titled “Notice to discuss filling vacancies”; and (2) the voice vote election held on September 8, 2023, during which the Board discussed the allocation of officer positions among themselves before conducting an election for the Board itself. As demonstrated below, both events are procedurally and substantively invalid under the ICPA, the GMCL, the Palm v. 2800 Lake Shore Drive Condominium Ass’n line of cases, the GLCA Declaration, and the GLCA Bylaws.
A. Legal Framework for Filling Vacancies Under GLCA Governing Documents
The proper procedure for filling vacancies on the Board of Managers is dual in nature, as mandated by Section 18(a)(13) of the ICPA and codified in the GLCA Bylaws, Article II, Section 1. Under this framework, a vacancy may be filled in one of two ways: (1) by a two-thirds vote of the remaining Board members, in which case the appointee serves only until the next annual meeting of the unit owners; or (2) by a special meeting of the unit owners, which must be called and held within 30 days of the delivery of a valid petition signed by unit owners holding at least 20% of the total votes of the association. [See generally Section V, Legal Memorandum]
Critically, the Board itself lacks unilateral authority to call a meeting of the unit owners for the purpose of filling a vacancy. That power is reserved for unit owners themselves, who may demand such a meeting via a 20% petition. [Id.] A meeting of unit owners to fill a vacancy cannot be convened by the Board on its own motion, except as a duly noticed annual meeting or a special meeting called for that purpose at the behest of the membership. Any attempt by the Board to unilaterally convene a membership meeting to fill a vacancy—without a proper petition—is a usurpation of the members’ statutory rights under Section 18(a)(13) of the ICPA.
B. The September 6, 2023 Notice: Improper Purpose and Incorrect Forum
The September 6, 2023 “Notice to discuss filling vacancies” purports to call a meeting of the unit owners for the purpose of discussing—and presumably acting upon—vacancies on the Board. This Notice is facially invalid for multiple independent reasons.
First, the Notice is issued by an individual Board member acting in that capacity. However, under the ICPA and the GLCA Bylaws, a single Board member does not possess the authority to call a meeting of the unit owners. Section I of the GLCA Bylaws, Article I, Section 5, unequivocally provides that a special meeting of the voting members may be called by only three distinct triggers: (1) a majority of the Board; (2) the President; or (3) the voting members holding 20% of the total votes. A single Board member, acting unilaterally, is not among these enumerated triggers. Therefore, the Notice issued on September 6, 2023, is ultra vires—beyond that member’s legal authority—and void ab initio.
Second, the purpose of the Notice—to “discuss filling vacancies”—is procedurally improper for a meeting of unit owners called by the Board. As established in Section V of this Memorandum, the proper method for a unit owner meeting to fill a vacancy is by a 20% petition of the membership, not by a Board‑called meeting. The Board lacks the authority to bypass the petition requirement and unilaterally present a vacancy for a membership vote. The Board’s role is limited to calling a special meeting only after receiving a valid petition; it cannot initiate such a meeting on its own. Thus, even if the Notice had been authorized by a majority of the Board (which is not established on this record), the meeting would still be procedurally infirm because the Board cannot force a membership vote on a vacancy in the absence of a member‑driven petition.
Third, the Notice fails to comply with the mandatory notice provisions for special meetings of unit owners. Under Article I, Section 5 of the GLCA Bylaws, written notice of a special meeting must be delivered not less than 10 days nor more than 30 days prior to the date fixed for the meeting. The September 6, 2023 Notice schedules the meeting for September 8, 2023—a mere two days later. This provides only 2 days’ notice, which is far less than the 10‑day minimum required by the Bylaws. Consequently, the Notice violates the GLCA Bylaws and the ICPA’s incorporation of those bylaws as the operative governing document.
Fourth, the Notice is not a valid notice of a Board meeting. Even if recharacterized as a notice of a Board meeting (which it does not purport to be), the Notice would still fail to comply with the 48‑hour posting requirement of Section 18(a)(9) of the ICPA and the GLCA Bylaws, Article III, Section 4. While a Board meeting requires only 48 hours’ notice, the Notice provides only 2 days’ notice, which is technically the same period. However, the substantive violation lies in the fact that the Notice is framed as a membership meeting, not a Board meeting, and thus fails to properly notify unit owners of their rights to attend, observe, and record a Board meeting under the ICPA and GMCL.
C. The September 8, 2023 Meeting: Procedural Violations and Unlawful Voice Vote Election
The meeting held on September 8, 2023, ostensibly for the purpose of filling board vacancies, was procedurally and substantively unlawful in multiple respects.
1. Improper Forum and Lack of Quorum
The September 8 meeting was not a valid meeting of the unit owners because it was not preceded by a valid petition under Section 18(a)(13) of the ICPA. No evidence suggests that unit owners holding 20% of the total votes petitioned for a special meeting to fill the vacancy. Absent such a petition, the Board lacked authority to convene a membership meeting for that purpose. Therefore, any action taken at the September 8 meeting—including any election—is ultra vires and void.
Similarly, the September 8 meeting cannot be considered a valid Board meeting because the stated purpose was to elect board members, which is not a proper subject of a Board meeting. As Section II of this Memorandum explains, Board meetings are for conducting the administrative business of the association—discussing budgets, contracts, rule enforcement, and other governance matters. Board meetings are not for electing board members. That function is reserved exclusively for unit owners at annual or special membership meetings. The Board cannot lawfully elect its own members or fill its own vacancies by a vote of the Board itself, except in the narrow interim appointment procedure authorized by Section 18(a)(13) of the ICPA, which requires a two‑thirds vote of the remaining Board members—not a voice vote of assembled unit owners at a meeting called by a single Board member.
2. Unlawful Voice Vote and Lack of Secret Ballot
The September 8 meeting employed a voice vote to elect board members. Under the GLCA Bylaws, Article II, Section 1, voting for board members is to be conducted “at large” and on a percentage‑of‑ownership basis. The ICPA mandates that board elections be conducted by secret ballot, unless the condominium instruments expressly provide otherwise. While the GLCA Bylaws are silent on the specific method of voting, the ICPA’s default rule—incorporated by reference—requires that elections of board members be by secret ballot to ensure the integrity of the voting process and to protect unit owners from coercion or retaliation. A voice vote, conducted in an open meeting where votes can be attributed to individual owners, violates the spirit of the ICPA and the unit owners’ right to a free and fair election.
Moreover, the GLCA Bylaws require that candidates be elected based on the highest number of votes, with each owner entitled to a number of votes equal to their percentage interest in the common elements as set forth in Exhibit “D” of the Declaration. A voice vote cannot accurately capture the weighted voting percentages required by the Declaration. Unit owners with larger percentage interests are entitled to proportionally more votes, but a voice vote cannot distinguish between a fractional owner and a majority owner. Hence, any result announced from a voice vote is incapable of reflecting the true weighted vote and is therefore void.
3. Preceding Discussion of Officer Positions: Improper Closed Deliberation and Violation of Palm II
Before the voice vote, the Board members engaged in a discussion among themselves regarding what positions they would hold on the newly constituted Board. This discussion constitutes a quintessential Palm II violation. Under Palm v. 2800 Lake Shore Drive Condominium Ass’n, any gathering of a quorum of board members for the purpose of discussing association business—including the allocation of officer positions—is a “board meeting” that must be open to all unit owners, with 48 hours’ notice and an opportunity for owners to attend and observe. The discussion of officer positions is core association business, as officer roles (President, Vice President, Secretary, Treasurer) carry specific duties and powers under the GLCA Bylaws. By discussing these positions among themselves before the vote, the Board members were conducting a de facto board meeting without notice, without an opportunity for unit owners to attend, and in a closed setting—all of which are precisely the evils prohibited by Palm II.
Furthermore, the discussion of officer positions before the membership election is substantively improper because it presupposes a particular outcome—that certain individuals will be elected to the Board and then will assume specific officer roles. This predetermination taints the election process and suggests that the election was a mere formality designed to ratify a pre‑arranged slate. Such behavior violates the fundamental principle that board elections must be free, fair, and competitive, with unit owners exercising their independent judgment.
4. Violation of the GMCL’s Open Meeting Requirements
The Illinois General Not‑for‑Profit Corporation Act of 1986, Section 108.21, requires that meetings of the board of directors of a not‑for‑profit homeowners association be open to any member, with only narrow exceptions for litigation, personnel, and violations discussions. The discussion of officer positions among board members before the vote does not fall within any of these exceptions. Consequently, the board’s closed deliberation violated the GMCL.
Similarly, the membership meeting itself, which was called by a single board member without proper authority and without a valid petition, was not held in compliance with the GMCL’s requirements for member meetings. The GMCL requires that notice of member meetings state the purpose of the meeting, and that no other business may be transacted. The September 6 Notice did not specify that a vote would be taken; it only mentioned “discuss[ing]” vacancies. The actual conduct of a vote at the meeting therefore exceeded the scope of the notice, violating the GMCL.
5. Violation of the Declaration and Bylaws Regarding Vote Weighting
As noted above, the GLCA Declaration, Exhibit “D,” establishes a percentage‑of‑ownership voting scheme. The GLCA Bylaws, Article I, Section 2, explicitly provide that each owner is entitled to the number of votes equal to their percentage interest. The voice vote conducted at the September 8 meeting disregarded this weighted voting requirement entirely. By treating each owner as having one equal vote (or by failing to properly record the percentage interest of each voter), the election violated the express terms of the GLCA governing documents. Any person purportedly “elected” at this meeting was not elected in accordance with the weighted voting formula mandated by the Declaration and Bylaws, and therefore holds no legitimate claim to a board seat.
D. Cumulative Effect and Conclusion
The September 6, 2023 Notice and the September 8, 2023 meeting and voice vote election constitute a cascading series of procedural and substantive violations of the ICPA, the GMCL, the Palm decision, the GLCA Declaration, and the GLCA Bylaws. These violations include, but are not limited to:
- A single Board member acting ultra vires in calling a meeting of unit owners without majority Board approval, without a valid 20% member petition, and without the required 10–30 days’ notice;
- Conducting a membership meeting to fill a vacancy without the prerequisite 20% petition, thereby usurping the members’ statutory right to demand such a meeting under Section 18(a)(13);
- Failing to provide the minimum 10‑day notice for a special membership meeting;
- Holding a voice vote in lieu of a secret ballot, in violation of the ICPA’s default rule and the weighted voting requirements of the GLCA Declaration and Bylaws;
- Conducting a closed discussion among board members regarding officer positions before the election, in violation of Palm II and the open meeting requirements of the ICPA and GMCL;
- Failing to provide unit owners with 48 hours’ notice and an opportunity to observe the board’s deliberations, as required by Section 18(a)(9) of the ICPA and Section 108.21 of the GMCL;
- Violating the weighted voting provisions of the GLCA Declaration, Exhibit “D,” and Bylaws, Article I, Section 2; and
- Conducting business at a membership meeting—a vote on board membership—that was not specified in the notice, in violation of the GMCL.
Because the September 8 meeting was not a valid meeting under any legal theory—neither a proper Board meeting nor a proper membership meeting—any action taken at that meeting, including any purported election of board members, is void ab initio. The proper remedy is for the GLCA Board to cease recognizing any person who claims to have been elected at that meeting, and to proceed either (a) to fill any vacancies by a two‑thirds vote of the remaining Board members, with the appointee serving only until the next annual meeting, or (b) to call a valid special membership meeting only if and when a proper 20% petition is received from unit owners, in compliance with the notice, quorum, and voting requirements set forth in the ICPA, the GMCL, and the GLCA governing documents.