Election of Association Board Members and Officers—What’s the Difference?
A common scenario I see with some associations when it comes to elections is the following: ballots and proxies are distributed to owners for the annual election meeting asking owners to vote for who they want to be the association president, who they want to be the association secretary, who they want to be the association treasurer, etc. The problem with this scenario, for most associations, is that this does not comply with the associations’ governing documents.
Instead of calling for a direct election by owners of individuals to fill specific officer roles for the association, association governing documents (either in the declaration or bylaws) typically provide for a two-step process. Step one is the election of a board of directors by the owners, where owners vote for individuals to serve on the board of directors. Step two then follows where the elected board members, amongst themselves, vote on which of them will serve in which officer position for the association. Thus, who fills what officer position is a decision of the elected board of directors and not a decision made by the owners.
This two-step process is also consistent with the default provisions provided in the Illinois statutes applicable to many associations. Both the Condominium Property Act (765 ILCS 605/18(a)(1)) and the Illinois Common Interest Community Association Act (765 ILCS 160/1-25(a)) specify that the board members will be elected from among the owners in the association. These statutes then provide for an election of a president, treasurer and secretary from among the members of the board of directors (765 ILCS 605/18(c), (d), and (e) and 765 ILCS 160/1-25(f)).
For those associations that are established as not-for-profit corporations, the Illinois General Not For Profit Corporation Act of 1986 (805 ILCS 105/101.01 et. seq.) applies as well. Section 108.50(a) of that Act provides that, “Officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the board of directors or chosen in such other manner as may be prescribed by the bylaws”. Therefore, while this Act would permit officers to be elected in some other manner if an association’s bylaws so provide, the default is that officers are chosen by the board of directors.
The key for any association in filling board and officer positions is to follow what the association’s declaration and bylaws provide. For the majority of associations, this will be the two-step process where owners first elect the board members and then the board members vote for who among them will fill the officer positions for the association. If your association has questions about the election process and how you should be filling these board and officer positions, please feel free to contact our office and one of our attorneys would be happy to assist you.
This article is being provided for informational purposes only. This article does not constitute legal advice on the part of Keay & Costello, P.C. or any of its attorneys. No association, board member or any other individual or entity should rely on this article as a basis for any action or actions. If you would like legal advice regarding any of the topics discussed in this article and/or recommended procedures for your association going forward, please contact our office.