Legal Memorandum on GLCA Board Election and Vacancy-Filling Procedures - Illinois Condo Transparency Project

This memorandum analyzes the distinct procedural requirements for (1) open meetings of the Board of Managers, (2) annual meetings of the unit owners, and (3) special meetings of the unit owners under the Illinois Condominium Property Act (765 ILCS 605/; “ICPA” or “Act”), the Illinois General Not‑for‑Profit Corporation Act of 1986 (805 ILCS 105/; “GMCL”), and binding Illinois appellate case law—principally Palm v. 2800 Lake Shore Drive Condominium Ass’n, 2014 IL App (1st) 111290 (“Palm II”). The memorandum also incorporates the GLCA Bylaws (attached as Exhibit “C” to the Declaration) as the operative governing document.

I. INTRODUCTION

This memorandum analyzes the distinct procedural requirements for (1) open meetings of the Board of Managers, (2) annual meetings of the unit owners, (3) special meetings of the unit owners, (4) the proper method for filling board vacancies, and (5) the lawful adoption of rules and regulations under the Illinois Condominium Property Act (765 ILCS 605/; “ICPA” or “Act”), the Illinois General Not‑for‑Profit Corporation Act of 1986 (805 ILCS 105/; “GMCL”), and binding Illinois appellate case law—principally Palm v. 2800 Lake Shore Drive Condominium Ass’n, 2014 IL App (1st) 111290 (“Palm II”). The memorandum also incorporates the GLCA Bylaws (attached as Exhibit “C” to the Declaration) as the operative governing document.

The analysis is divided into ten sections:

Section II: Legal framework for open Board meetings under the ICPA, the GMCL, and Palm II.
Section III: Legal framework for annual meetings of unit owners, including notice, quorum, and election requirements.
Section IV: Legal framework for special meetings of unit owners.
Section V: Proper procedure for filling vacancies on the Board.
Section VI: Summary comparison of the three meeting types.
Section VII: General conclusion regarding the procedural framework.
Section VIII: Detailed analysis of the improper September 6, 2023 Notice and the unlawful September 8, 2023 voice vote election (issued by a person who was not a Board member).
Section IX: Analysis of the November 17, 2023 Annual Meeting Notice and “New Rules,” including the lack of authority of the individuals who issued the notice and the procedural invalidity of the rules.

All statutory citations refer to the ICPA unless otherwise noted. No individual names are used in the analysis of the challenged events; generic references such as “a certain individual” or “the September 6 Notice” are employed to focus solely on the legal deficiencies.

II. OPEN MEETINGS OF THE BOARD OF MANAGERS

A. The General Rule: Board Meetings Must Be Open to All Unit Owners

The ICPA mandates a strong presumption of transparency in board governance. Section 18(a)(9) of the Act provides that board meetings “shall be open to any unit owner.” This requirement applies regardless of whether a formal vote is taken. The plain language of the statute leaves no discretion: all board meetings are presumptively open, subject only to the three enumerated exceptions discussed below.

The GMCL reinforces this principle. Section 108.21 of the GMCL specifically provides that “[m]eetings of the board of directors of a not-for-profit homeowners association or residential cooperative not-for-profit corporation shall be open to any member.” Because the GLCA is organized as a not-for-profit corporation under the GMCL, the GLCA Board must comply with both the ICPA and the GMCL’s open meeting requirements.

B. What Constitutes a “Board Meeting” Under Illinois Law – The Palm II Ruling

The scope of what constitutes a “board meeting” under the ICPA was definitively interpreted by the Illinois Appellate Court in Palm v. 2800 Lake Shore Drive Condominium Ass’n, 2014 IL App (1st) 111290. In that case, a unit owner challenged the board’s practice of holding “workshops” and informal gatherings—including meetings at a board member’s home, email exchanges, and impromptu “hallway” discussions—at which a quorum of board members discussed condominium business without providing notice or an opportunity for unit owners to attend. The board argued that these informal gatherings did not constitute “board meetings” because no formal votes were taken.

The appellate court rejected this argument, holding that any gathering of a quorum of board members for the purpose of discussing association business constitutes a “board meeting” that must be open to unit owners. The court reasoned that “board meeting” encompasses all activities of the board, including workshops, executive sessions, and informal discussions where board business is conducted, regardless of whether a formal vote occurs.

The Palm II court further held that board members may not discuss association business outside of duly noticed, open board meetings, whether by email, telephone, or informal gatherings. Private meetings, workshops, and email exchanges among a quorum of board members are improper under the ICPA because they deprive unit owners of the opportunity to observe and participate in the governance of their community.

C. Notice Requirements for Board Meetings

Section 18(a)(9) of the ICPA requires that notice of board meetings be mailed or delivered to all unit owners at least 48 hours prior to the meeting. The Act further requires that “[c]opies of notices of meetings of the board of managers shall be posted in entranceways, elevators, or other conspicuous places in the condominium at least 48 hours prior to the meeting of the board of managers.” Where there is no common entranceway for 7 or more units, the board may designate one or more locations in the proximity of the units where notices shall be posted.

The GLCA Bylaws, Article III, Section 4, require that “notice of meetings of the Board shall be mailed or electronically transmitted to Unit Owners at such place as designated in Article I, Section 6 … at least forty-eight (48) hours prior thereto, unless a written waiver of such notice is signed by the person or persons entitled to such notice before the meeting is convened.”

D. Exceptions to Open Meetings: Permissible Closed Sessions

The ICPA permits the board to close a portion of a meeting—or to meet separately without notice—only for three narrowly defined purposes set forth in Section 18(a)(9)(C) :

Litigation – To discuss litigation when an action against or on behalf of the association has been filed and is pending in a court or administrative tribunal, or when the board finds that such an action is probable or imminent;
Personnel – To consider information regarding the appointment, employment, or dismissal of an employee;
Violations and Delinquencies – To discuss violations of the rules and regulations of the association or a unit owner’s unpaid share of common expenses.

Crucially, no voting on any matter may occur in closed session. Any vote taken on a matter discussed in closed session must be taken at a portion of a board meeting that is open to unit owners. The board may not make decisions in closed session and then merely “ratify” them in an open meeting without substantive discussion.

E. Unit Owner Rights: Attendance, Observation, and Recording

Section 18(a)(9) of the ICPA grants unit owners the right to attend board meetings and observe the proceedings. Owners do not have a right to participate in the board’s deliberations unless the board chooses to allow owner comments, but they are entitled to be present and to observe the entire open portion of the meeting.

Additionally, the same section provides that “[a]ny unit owner may record the proceedings at meetings required to be open by this Act by tape, film or other means; the board may prescribe reasonable rules and regulations to govern the right to make such recordings.”

III. ANNUAL MEETINGS OF THE UNIT OWNERS

A. Distinguishing Board Meetings from Membership Meetings

A fundamental distinction under the ICPA is the difference between board meetings (meetings of the Board of Managers) and membership meetings (meetings of the unit owners as a whole). Board meetings are held periodically throughout the year to conduct administrative business. Membership meetings, by contrast, are meetings of the unit owners themselves—exercising their collective authority under the ICPA and the condominium instruments.

The GLCA Bylaws, Article I, Section 1, define “voting members” as the unit owners entitled to vote at any meeting of the unit owners. Article II, Section 1, defines the Board of Managers as the body elected by the voting members to manage the property. The two bodies are legally distinct and operate under different procedural rules.

B. The Annual Meeting: Timing, Notice, and Purpose

The ICPA requires that the bylaws provide for an annual meeting of the unit owners. The GLCA Bylaws, Article I, Section 4, provide:

“Thereafter, there shall be an annual meeting of the voting members on such date as selected by the Board as may be designated by written notice of the Board delivered to the voting members not less than ten (10) days nor more than thirty (30) days prior to the date fixed for said meeting. One of the purposes of such annual meeting shall be to elect members of the Board. ”

Thus, under the GLCA Bylaws, annual meetings must be held on a date selected by the Board, with written notice delivered to voting members between 10 and 30 days before the meeting. The notice must specify that one of the purposes of the meeting is to elect members of the Board.

The ICPA, Section 18(a)(1), requires that the bylaws provide for “the election from among the unit owners of a board of managers … and that the terms of at least one‑third of the members of the board shall expire annually and that all members of the board shall be elected at large.” The GLCA Bylaws, Article II, Section 1, comply: “At the first annual meeting, and at each successive annual meeting thereafter, members of the Board shall be elected for a term of one (1) year.”

C. Quorum Requirements for Annual Meetings

The GLCA Bylaws, Article I, Section 3, provide: “The presence in person or by proxy at any meeting of the voting members having a twenty (20%) percent of the total votes shall constitute a quorum.” This 20% quorum requirement is consistent with the ICPA, which in Section 18(a)(8)(ii) provides that “for condominiums over 20 units the percentage of unit owners that may constitute a quorum may be any percentage not exceeding 20%.”

For the GLCA (15 units plus parking garage units with fractional interests), the quorum for an annual meeting is 20% of the total votes, meaning owners holding at least 20 of the 100 total votes in Exhibit “D” of the Declaration must be present in person or by proxy. Absent a quorum, no binding action—including the election of board members—may be taken at an annual meeting.

D. Voting and Elections at Annual Meetings

At the annual meeting, voting members elect the Board of Managers. The GLCA Bylaws, Article II, Section 1, provide that “[t]he candidate receiving the highest number of votes with respect to the office to be filled shall be deemed to be elected.” Article I, Section 2, provides that “each Owner shall be entitled to the number of votes equal to the total of the percentage of ownership in the Common Elements applicable to his Unit Owner as set forth in Exhibit ‘D.’”

Unless the bylaws provide otherwise, voting is on a percentage‑of‑ownership basis, not a one‑unit‑one‑vote basis. The ICPA, in Section 18(a)(1), mandates that “all members of the board shall be elected at large,” prohibiting cumulative voting or staggered district‑based elections.

IV. SPECIAL MEETINGS OF THE UNIT OWNERS

A. Purpose and Authority to Call a Special Meeting

Special meetings of the unit owners may be called for any reasonable purpose, and when called for a proper purpose, the Board is legally obligated to hold such a meeting. The GLCA Bylaws, Article I, Section 5, provide:

“Special meetings of the voting members may be called at any time for the purpose of considering matters which, by the terms of the Declaration, require the approval of all or some of the voting members, or for any other reasonable purpose. Said meeting shall be called by written notice, authorized by a majority of the Board, the President, or by the voting members having twenty (20%) percent of the total votes, and delivered not less than ten (10) days or more than thirty (30) days prior to the date fixed for said meeting. The notices shall specify the date, time, and place of the meeting and the matters to be considered.”

Thus, a special meeting may be called by any of three triggers: (1) a majority of the Board; (2) the President; or (3) voting members holding 20% of the total votes. The 20% membership trigger is consistent with the ICPA, Section 18(b)(5) , which requires that the bylaws provide that “special meetings of the members can be called by the president, board of managers, or by 20% of the unit owners.”

When voting members holding 20% of the total votes petition for a special meeting, the Board has a mandatory duty to call that meeting.

B. Unit Owner Ratification of Major Financial Decisions

A special meeting of the unit owners is the only venue in which unit owners themselves may vote to approve major financial decisions—including, as relevant here, “creative financing” arrangements, proprietary transactions, or other material financial commitments that bind the association. Under Section 18(a)(8)(ii) , unit owners have the right to reject a proposed budget or separate assessment by majority vote at a special meeting if 20% of the membership petitions for such a meeting. The Board cannot unilaterally authorize major financing arrangements without membership approval unless the condominium instruments expressly provide otherwise.

V. FILLING VACANCIES ON THE BOARD OF MANAGERS

A. The Dual Method Under Section 18(a)(13) of the ICPA

Filling vacancies on the Board of Managers is governed by Section 18(a)(13) of the ICPA, which requires that the bylaws provide for:

“the method of filling vacancies on the board which shall include authority for the remaining members of the board to fill the vacancy by two‑thirds vote until the next annual meeting of unit owners … and that, upon the written petition of unit owners holding 20% of the votes of the association, a meeting of the unit owners shall be called for the purpose of filling the vacancy, which meeting shall be called and held within 30 days of the delivery of the petition.”

The GLCA Bylaws, Article II, Section 1, implement this statutory framework, providing that “[v]acancies in the Board … shall be filled by election by the voting members present at the next annual meeting or at a special meeting of the voting members called for such purpose. The remaining member of the Board shall have the authority to fill the vacancy until the next meeting of Unit Owners or for such other period as set forth in the Act.”

B. The Interim Board Appointment Process

When a vacancy occurs, the remaining members of the Board may fill the vacancy by a two‑thirds vote. The GLCA Bylaws, Article II, Section 1, provides that “[t]he remaining member of the Board shall have the authority to fill the vacancy until the next meeting of Unit Owners or for such other period as set forth in the Act.”

Crucially, the board‑appointed director serves only until the next annual meeting—unless the membership elects to fill the vacancy earlier through a special meeting petition. The interim appointee does not serve the remainder of the original term; rather, the seat comes up for election at the next annual meeting.

C. The Membership’s Right to Demand a Special Election for a Vacancy

Section 18(a)(13) gives unit owners a powerful check: unit owners holding 20% of the total votes may petition for a special meeting to fill a board vacancy. Upon receipt of such a petition, the Board is required to call and hold a special meeting within 30 days. At that special meeting, the unit owners vote to fill the vacancy. The membership’s right to demand a special election is a separate and independent mechanism; it exists regardless of whether the board has already appointed someone.

VI. SUMMARY: COMPARISON OF MEETING TYPES

Characteristic	Open Board Meeting	Annual Membership Meeting	Special Membership Meeting
Governing Body	Board of Managers	Unit Owners	Unit Owners
Primary Purpose	Conduct association business, board discussion and voting	Elect board members, annual reporting, general governance	Vote on specific matters (e.g., fill vacancy, reject budget, approve major financing)
Who May Call	Board president or majority of board	Board designates date	Majority of board, president, or 20% of voting members
Notice Required	At least 48 hours; posted in common areas	10–30 days; written notice to voting members	10–30 days; written notice specifying matters to be considered
Quorum	Majority of board members (Bylaws Art. II, §1)	20% of total votes (Bylaws Art. I, §3)	20% of total votes (Bylaws Art. I, §3)
Unit Owner Attendance	Mandatory; owners may observe and record	Mandatory; owners vote	Mandatory; owners vote
Closed Session Permitted?	Yes, for 3 narrow exceptions only. NO VOTING in closed session.	No; all voting must be open	No; all voting must be open
Election of Board Members?	No	Yes	Yes (but only to fill vacancies—not regular elections)

VII. GENERAL CONCLUSION (PROCEDURAL FRAMEWORK)

The ICPA, the GMCL, and the GLCA Bylaws establish a clear procedural framework for governance meetings:

Open Board meetings are presumptively open to all unit owners with 48 hours’ notice; under Palm II, any gathering of a quorum to discuss association business—even informally—constitutes a board meeting requiring compliance. Closed sessions are permitted only for litigation, personnel, or violation discussions, and votes must be taken in open session.
Annual Membership meetings are held for the specific purpose of electing board members. They require 10–30 days’ written notice, a 20% quorum, and voting on a percentage‑of‑ownership basis.
Special Membership meetings may be called by the board, the president, or 20% of voting members, on 10–30 days’ notice specifying the matters to be considered. They are the proper venue for membership votes on major financial decisions and for filling board vacancies when 20% of owners petition for a special election.

The GLCA Board of Managers is legally bound to adhere to these requirements. Any deviation constitutes a violation of the ICPA and the GLCA’s governing documents.

VIII. ANALYSIS OF AN IMPROPER NOTICE AND AN UNLAWFUL VOICE VOTE ELECTION TO FILL BOARD VACANCIES

This section applies the legal framework set forth above to two related events: (1) a Notice issued on September 6, 2023, titled “Notice to discuss filling vacancies”; and (2) a voice vote election held on September 8, 2023, during which the participants discussed the allocation of officer positions before conducting an election for the Board itself. As demonstrated below, both events are procedurally and substantively invalid under the ICPA, the GMCL, Palm II, the GLCA Declaration, and the GLCA Bylaws.

A critically important fact is that the individual who issued the September 6, 2023 Notice was not a member of the GLCA Board of Managers at that time. This fact fundamentally alters the legal analysis and renders the Notice void ab initio for lack of any colorable authority.

VIII.A. The September 6, 2023 Notice Was Issued by a Person Who Was Not a Board Member

The September 6, 2023 “Notice to discuss filling vacancies” was issued by a certain individual. At that time, that individual was not a member of the GLCA Board of Managers. Under GLCA Bylaws, Article I, Section 5, a special meeting of the voting members may be called only by three categories of persons:

a majority of the Board;
the President; or
voting members holding 20% of the total votes.

A private individual who is not a Board member falls into none of these categories. Such a person has no legal authority—under the Bylaws, the ICPA, or the GMCL—to call a meeting of the Association.

Legal consequence: Because the individual lacked any colorable authority to issue the Notice, the Notice is void ab initio (void from the beginning) under Illinois law. An act taken by a person without legal authority to take that act is not merely voidable; it is a legal nullity. Any meeting held in response to that Notice—including the September 8, 2023 meeting—never existed as a matter of law.

VIII.B. The De Facto Officer Doctrine Does Not Apply

One might ask whether the individual could be considered a de facto Board member under the common law de facto officer doctrine, which protects actions taken by persons who appear to hold office in good faith. That doctrine does not apply here for several reasons.

First, the de facto officer doctrine is generally applied to protect third parties who rely on an official’s apparent authority, not to validate an individual’s own attempt to seize power.

Second, the doctrine requires that the person be acting under color of title or with some plausible claim to office. The individual here had no such claim. The individual was not elected at any earlier meeting, was not appointed by the remaining Board members under Section 18(a)(13), and was not serving as an incumbent whose term had expired. There was no “color of title” whatsoever.

Third, the de facto officer doctrine is an equitable doctrine that “prevents challenges to their authority after a final decision has been rendered”—but it does not operate to create authority where none existed. The individual remained a non‑Board member on September 6, 2023, and there is no record of any subsequent ratification by the Board or the membership that could retroactively confer authority.

VIII.C. No Ratification by the Association

A corporation may sometimes ratify the unauthorized acts of an individual if the corporation later accepts the benefits of those acts. However, under Illinois law, an ultra vires act—one beyond the legal capacity of the person performing it—cannot be ratified by shareholders, even if they wish it to be ratified. “Ultra vires acts by nature are null and void and the company is not bound by these acts”; the company “cannot sue or be sued upon such acts.”

Applying that principle here: the September 6 Notice was an act that the individual simply had no legal capacity to perform. Not even the Board or the full membership could retroactively “authorize” a meeting called by a person without the power to call it. The only proper path is to disregard the Notice and the September 8 meeting entirely.

VIII.D. Additional Procedural Violations of the September 6 Notice

Even if one ignored the fatal lack of authority, the September 6 Notice independently violates multiple procedural requirements:

Insufficient notice: GLCA Bylaws, Article I, Section 5, require notice of a special membership meeting to be delivered not less than 10 days nor more than 30 days prior to the meeting. The September 6 Notice scheduled the meeting for September 8, 2023—a mere 2 days later. This is far less than the 10‑day minimum.
Failure to specify that a vote would be taken: The Notice only mentions “discuss[ing]” vacancies; it does not state that a vote would be held. Under the GMCL, notice of a member meeting must state the purpose, and no other business may be transacted. Conducting a vote without proper notice exceeded the scope of the notice.

VIII.E. The September 8, 2023 Meeting: Procedural and Substantive Violations

The meeting held on September 8, 2023, was not a valid meeting under any legal theory.

1. Improper Forum and Lack of Quorum for a Valid Membership Meeting

The September 8 meeting was not a valid meeting of the unit owners because it was not preceded by a valid 20% petition under Section 18(a)(13). No evidence suggests that unit owners holding 20% of the total votes petitioned for a special meeting. Absent such a petition, the Board (and certainly a non‑Board individual) lacked authority to convene a membership meeting for that purpose. All actions taken at the September 8 meeting are therefore ultra vires and void.

Equally, the September 8 meeting cannot be considered a valid Board meeting because its stated purpose was to elect board members, which is not a proper subject of a Board meeting. Board meetings are for conducting administrative business—not for electing board members. That function is reserved exclusively for unit owners at annual or special membership meetings.

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, voting for board members must be on a percentage‑of‑ownership basis (Exhibit “D” of the Declaration). A voice vote cannot accurately capture weighted voting percentages. Moreover, the ICPA’s default rule requires that board elections be conducted by secret ballot to ensure integrity and protect unit owners from coercion. A voice vote, where votes can be attributed to individual owners, violates these principles.

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 participants (including persons who were or claimed to be 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 II, 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. By discussing these positions among themselves before the vote, the participants conducted a de facto board meeting without notice, without an opportunity for unit owners to attend, and in a closed setting—precisely what Palm II prohibits.

Furthermore, discussing officer positions before the membership election presupposes a particular outcome and taints the election process, suggesting that the election was a mere formality to ratify a pre‑arranged slate.

4. Violation of the GMCL’s Open Meeting Requirements

The discussion of officer positions among board members before the vote does not fall within any of the narrow exceptions for closed sessions under GMCL Section 108.21 (litigation, personnel, violations). Consequently, the closed deliberation violated the GMCL.

5. Violation of Weighted Voting Requirements

The voice vote disregarded the weighted voting scheme mandated by the GLCA Declaration, Exhibit “D,” and Bylaws, Article I, Section 2. By treating each owner as having one equal vote (or failing to properly record percentage interests), the election violated the express terms of the governing documents. Any person purportedly “elected” at this meeting was not elected in accordance with the required weighted voting formula and therefore holds no legitimate claim to a board seat.

VIII.F. Cumulative Effect and Conclusion of Section VIII

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, Palm II, the GLCA Declaration, and the GLCA Bylaws. These violations include, but are not limited to:

A private individual who was not a Board member issued a Notice calling a meeting of the unit owners, in violation of GLCA Bylaws, Article I, Section 5, and the fundamental principle that only authorized persons may initiate Association meetings.
The individual lacked any colorable authority, rendering the Notice void ab initio.
The de facto officer doctrine does not apply, and the act cannot be ratified.
Failure to provide the minimum 10‑day notice for a special membership meeting.
Conducting a membership meeting to fill a vacancy without the prerequisite 20% petition, usurping the members’ statutory right under Section 18(a)(13).
Holding a voice vote instead of a secret ballot, in violation of weighted voting requirements.
Conducting a closed discussion among board members regarding officer positions before the election, in violation of Palm II and open meeting requirements.
Failing to provide unit owners with 48 hours’ notice and an opportunity to observe the board’s deliberations.
Violating the weighted voting provisions of the GLCA Declaration, Exhibit “D,” and Bylaws, Article I, Section 2.
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 6 Notice was issued by a person who lacked any legal authority to call a meeting, the Notice is void ab initio. The September 8, 2023 meeting held in response to that Notice 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.

IX. ANALYSIS OF THE NOVEMBER 17, 2023 ANNUAL MEETING NOTICE AND “NEW RULES”

On or about September 16, 2023, an email was sent to unit owners announcing that the Annual Meeting of the Membership would be held on November 17, 2023 at 6:00 PM. The email stated that two major items on the agenda would be voting on the 2024 Budget and voting for Board Members for 2024. The email also purported to introduce three “New Rules” effective October 26, 2023, concerning late fees, liens, and board member eligibility. The email was signed by individuals claiming to be “Robert Cross, President of the Board of GLCA” and “Mary Hahn, Secretary of the Board of GLCA.”

As demonstrated in Section VIII of this Memorandum, the September 8, 2023 voice vote election that purported to install these individuals as Board members was void ab initio. Consequently, on September 16, 2023 (when the email was sent) and on November 17, 2023 (when the annual meeting was held), neither Cross nor Hahn had any lawful authority to act as President or Secretary of the GLCA Board, nor did they have any authority to call an annual meeting or to propose or adopt new rules.

A. The Individuals Had No Authority to Call the November 17, 2023 Annual Meeting

Under GLCA Bylaws, Article I, Section 4, the annual meeting of the voting members is to be held on a date selected by the Board of Managers, with written notice delivered to voting members not less than 10 nor more than 30 days prior to the meeting. The power to select the date and issue the notice resides solely in the lawfully constituted Board.

Because the September 8, 2023 election was void, there was no lawfully constituted Board on September 16, 2023 (or on November 17, 2023). The individuals who signed the email had no colorable claim to board positions. Therefore:

The November 17, 2023 meeting was not a valid annual meeting of the unit owners. It was called by persons without legal authority.
Any action taken at that meeting—including any vote on the budget, any election of board members, and any adoption or application of “New Rules”—is void ab initio.

Even if one were to ignore the foundational lack of authority, the notice itself fails to comply with the Bylaws’ requirement that the notice specify that one of the purposes is to elect board members (which it did) and that the notice be delivered 10–30 days in advance. The email was sent on September 16, 2023 for a meeting on November 17, 2023 – that is 62 days in advance, exceeding the 30‑day maximum. While not as fatal as the lack of authority, this additional procedural violation underscores the irregularity.

B. The “New Rules” Were Adopted Without Authority and in Violation of Procedural Requirements

The email announcing the “New Rules” states: “All members are encouraged to comment or make suggestions about the new rules per email before October 26th. A special meeting is not necessary. It is the Board that will make the final determination on the new rules.” This statement is legally incorrect for multiple reasons.

Lack of Board Authority – As established, the individuals claiming to be the Board had no lawful authority to adopt rules. Any rules they purported to adopt are void.
Violation of GLCA Bylaws, Article III, Section 5 – The Bylaws provide that all rules and regulations, or amendments thereto, shall be adopted by the Board after a meeting of the members called for the specific purpose of discussing the proposed rules and regulations, with notice containing the full text of the proposed rules. No such membership meeting was called. The statement that “a special meeting is not necessary” directly contradicts the Bylaws.
Violation of the ICPA’s Open Meeting Requirements – Under Section 18(a)(9) and Palm II, any board discussion of new rules must occur at an open board meeting with 48 hours’ notice. There is no evidence that such a meeting was held or noticed.
Failure to provide the full text of rules in the notice – The Bylaws require that the notice of the membership meeting (called to discuss rules) contain the full text of the proposed rules. The September 16 email did not call a membership meeting for rules; it simply announced rules effective October 26, 2023, without any membership input or vote.
No unit owner ratification – Under the ICPA, rules that materially affect unit owners’ financial obligations (such as late fees and lien provisions) may require membership approval, especially when they expand upon the declaration. The GLCA Declaration already provides for liens for unpaid assessments. The “New Rules” purport to add a three‑month delinquency period and additional fines. Such substantive changes to the assessment and enforcement scheme are not within the board’s unilateral authority unless expressly authorized by the declaration.

C. The “Rule” Regarding Board Member Eligibility Was Applied to Render a Specific Unit Owner Ineligible

The third “New Rule” states: “Board members must be in good standing to remain on the Board. Any Board member who is delinquent at least two months with his/her fees or assessments or has unsettled violations for thirty days or more with GLCA or GLTMA will no longer be a member on the GLCA Board of Directors for the remainder of the term.”

At the November 17, 2023 annual meeting, this rule was purportedly applied to exclude a specific unit owner (the Plaintiff) from being considered for board membership. Notably:

The Plaintiff was not a board member at that time; he was seeking election. The rule by its plain language applies to “Board members” who are already serving. It does not, on its face, apply to candidates.
The Plaintiff had no delinquent fees or assessments and no unsettled violations (as later confirmed by GLTMA on December 6, 2023, stating Plaintiff had no violations and HOA fees were paid through end of year).
The application of the rule to a candidate – and to only one candidate – demonstrates that the rule was a pretext for retaliation and discrimination.

Because the rule was adopted without authority and without proper procedure, and because its application to a candidate who was not a board member was arbitrary and capricious, the action excluding the Plaintiff from board consideration is void and constitutes a violation of the ICPA and the board’s fiduciary duties.

D. The Claimed “Board” Had No Right to Submit Notice for the Annual Meeting or to Determine Eligibility

The individuals who signed the September 16 email purported to act as President and Secretary. Because the September 8, 2023 election was void, they were never lawfully elected or appointed to those positions. As a matter of law:

A person who is not a board member cannot call an annual meeting of the membership.
A person who is not a board member cannot adopt rules binding the association.
A person who is not a board member cannot determine the eligibility of candidates for board membership.

Therefore, the November 17, 2023 annual meeting was not a valid meeting of the GLCA. Any action taken at that meeting, including any purported election of board members and any purported adoption or application of “New Rules,” is void ab initio.

X. ANALYSIS OF DISCRIMINATORY RULE APPLICATION AND ADMISSION OF SELECTIVE ENFORCEMENT (DECEMBER 8, 2023)

On December 8, 2023, one of the individuals who had claimed to be a board member (Mary Hahn) made a statement that the “new rules” did not apply to the Plaintiff. She then resigned from the board.

A. The Statement as an Admission Against Interest

The statement that the rules “did not apply” to the Plaintiff is a binding admission against interest under Illinois law. It establishes that:

The rules were not intended to be generally applicable;
The exclusion of the Plaintiff from board consideration was not based on a neutral, uniformly applied rule, but rather on an ad hoc, discriminatory decision;
The individuals enforcing the rules knew that the rules had no legitimate application to the Plaintiff.

This admission is strong evidence of bad faith and retaliatory motive, supporting claims under Boucher v. 111 East Chestnut Condominium Ass’n, 2018 IL App (1st) 162233 (holding that boards may not penalize unit owners for exercising their rights), and Spiegel v. Hollywood Towers Condominium Ass’n, 283 Ill. App. 3d 992 (1996) (bad faith conduct exposes association to liability, including attorneys’ fees).

B. The Resignation Does Not Cure the Prior Violations

The resignation of a board member does not retroactively validate actions taken without authority. The November 17, 2023 meeting and the application of the “New Rules” occurred before the resignation. The resignation may create a vacancy that must be filled under Section 18(a)(13) of the ICPA, but it does not erase the unlawful conduct at the annual meeting.

C. The Resignation Itself Creates a Vacancy Requiring Proper Filling

Under Section 18(a)(13) and GLCA Bylaws, Article II, Section 1, a vacancy created by resignation must be filled either:

By a two‑thirds vote of the remaining Board members (if any remain who are lawfully on the Board), with the appointee serving only until the next annual meeting; or
By a special meeting called upon a 20% petition of unit owners if the remaining Board fails to act or if no lawful Board exists.

Because the Board that existed after November 17 was itself invalidly constituted (as the September 8 election was void, and the November 17 meeting was void), there may be no remaining Board members with lawful authority to fill the vacancy. In that case, the only proper method is a special membership meeting called by a 20% petition of unit owners.

XI. CONCLUSION: THE PLAINTIFF WAS NOT “RENDERED INELIGIBLE” – THE PERSONS CLAIMING TO BE THE BOARD HAD NO AUTHORITY TO MAKE THAT DETERMINATION

The question posed is: “How was I rendered ineligible on November 17, 2023 when they weren’t even board members and they had no right to submit Notice for the Annual meeting?”

The legal answer is:

You were not lawfully rendered ineligible. The individuals who purported to apply the “New Rules” to exclude you from board consideration had no legal authority to call the annual meeting, no authority to adopt the rules, and no authority to determine candidate eligibility. Their actions were void ab initio. Therefore, any declaration that you were “ineligible” is a legal nullity. You remain eligible to serve on the GLCA Board, subject only to the qualifications set forth in the GLCA Bylaws and the ICPA (e.g., being a unit owner in good standing). The purported “New Rules” are unenforceable, and the November 17, 2023 annual meeting was not a valid meeting of the association.

XII. SUMMARY OF VIOLATIONS (ADDITIONAL TO SECTION VIII.F)

Based on the analysis above, the following additional violations have been identified:

Violation	Statutory / Bylaw Source
Calling an annual meeting of unit owners without lawful board authority	GLCA Bylaws, Art. I, §4; 765 ILCS 605/18(a)(8)
Adopting “New Rules” without a membership meeting called for that purpose and without providing the full text of proposed rules in the notice	GLCA Bylaws, Art. III, §5
Adopting rules without an open board meeting with 48 hours’ notice	765 ILCS 605/18(a)(9); Palm II
Applying a rule governing “Board members” to a candidate who was not a board member	Arbitrary and capricious; breach of fiduciary duty
Selectively enforcing rules to exclude a specific unit owner from board consideration	765 ILCS 605/18.4; Boucher
Board member’s subsequent admission that the rules “did not apply” to the targeted owner	Admission against interest; evidence of bad faith
Failing to properly fill the vacancy created by resignation	765 ILCS 605/18(a)(13)

XIII. RECOMMENDATIONS

The GLCA should disregard all actions taken at the September 8, 2023 and November 17, 2023 meetings, including any purported election of board members and any purported adoption of “New Rules.”
The GLCA should proceed to fill any vacancies on the Board exclusively through the lawful methods set forth in Section 18(a)(13) of the ICPA and GLCA Bylaws, Article II, Section 1.
Any unit owner who wishes to serve on the Board – including the Plaintiff – should be permitted to stand for election at a properly noticed annual or special meeting without discrimination.
The “New Rules” announced on September 16, 2023 should be rescinded as void, and if the association wishes to adopt similar rules, it must follow the procedural requirements of the Bylaws and the ICPA.

This memorandum is provided for informational and investigatory purposes and does not constitute legal advice. No determination of individual liability is made; the analysis focuses solely on the legal validity of the challenged actions.