A topic of great discussion is whether minutes should be kept for executive “closed” sessions and, if so, how detailed they should be. Previously, there was little guidance for association boards and many were cautioned to not take minutes for executive sessions. But, all that changed on June 14, 2018 when the Illinois Appellate Court ruled in Boucher v. 111 East Chestnut Condo. Assn, 2018 IL App. (1st) 162233, that Section 19(a)(4) of the Illinois Condominium Property Act (the “Act”) requires condominium boards to keep and maintain minutes of executive sessions. The Appellate Court noted that Section 19(a)(4) of the Act requires the board of a condominium association take minutes for “all meetings,” with no exception for executive sessions, and allow Owners to inspect said meting minutes.
While the Appellate Court mandated that condominium board keep minutes for executive sessions, it provided no guidance as to what those minutes should include and how detailed they should be. So, what should be included in executive meeting minutes? Here is what we recommend including: (1) date of the meeting; (2) time the meeting was called to order; (3) attendees; (4) quorum established; (5) Purpose of the executive session under Section 18(a)(9)(A) of the Act; and (6) time meeting adjourned. Many boards like to create codes for Owner names and addresses so that Owner information remains confidential. Remember though, any key to these codes would be available to a requesting Owner and discoverable in litigation. Motions, decisions and votes should not take place in executive session. Under Section 18(a)(9)(A) of the Act, any vote on matters discussed in executive session must take place at an open board meeting.
Another common question is whether closed sessions should be recorded. It is our recommendation that recordings (whether audio or video) not be done in executive session. The reason for this is that any such recording would be available as “minutes” to any requesting Owner and certainly would be discoverable in litigation. Indeed, the Act at Section 18(a)(9)(C) only allows Owners to record “open” meetings so there is no requirement that executive sessions be recorded.
Please contact one of our Tressler HOA attorneys for further information regarding this topic or for a sample of executive meeting minutes.
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