Update (October 2026, per user): a later legal review concluded the Board cannot remove a Director without a homeowner vote. The July 16, 2026 removal of Neel Sharma was therefore not binding, and he remains on the Board (he attended and voted on October 1, 2026 — minutes-2026-10-01). This confirms the statutory reading in Finding 1 below. The legal review itself (date, author, wording) is not in the wiki. References below to the “Sharma removal” describe the research’s original trigger and are historical.
Summary
Triggered by the Board’s July 16, 2026 removal of Neel Sharma and API’s outside counsel’s claim that Illinois law required a 2/3 owner vote (not a 2/3 Board vote) to remove him. This page checks the Bylaws’ governance provisions directly against two Illinois statutes — the General Not For Profit Corporation Act of 1986 (805 ILCS 105) and the Common Interest Community Association Act (765 ILCS 160, “CICAA”) — rather than relying solely on the two conflicting attorney opinions already on file.
Bottom line: API’s counsel’s position on director removal is well-supported by statute. 805 ILCS 105/108.35(c) governs corporations (like Prestonfield) whose directors are elected by voting members, and its removal mechanism — 2/3 vote of members, with advance written notice naming the director — is written in exclusive terms (“no director may be removed, except as follows”), not as a default that yields to contrary bylaw language. Bylaws §5.11 instead vests removal in a 2/3 Board vote, which is the mechanism actually used to remove Sharma. This is a real, not merely alleged, conflict, and the statute controls — the Sharma removal is on shaky legal ground as conducted.
Pulling the statutes also surfaced problems the wiki hadn’t caught before: Prestonfield’s practice of having the Board carry over indefinitely after a failed quorum may not satisfy CICAA’s mandatory 24-month election cycle, and the Bylaws’ vacancy-fill mechanism doesn’t match CICAA’s. Both are contingent on CICAA actually applying to Prestonfield (see Applicability below) — that threshold question is itself unresolved.
One place API’s counsel appears to be on weaker ground: the claim that amending the By-Laws requires a 2/3 membership vote. The Not For Profit Corporation Act’s default rule puts bylaw-amendment power with the Board unless the bylaws provide otherwise — and Prestonfield’s Bylaws Article XII expressly gives that power to a 2/3 Director vote. That looks like a valid statutory delegation, not a conflict.
This page is legal research, not legal advice. It is meant to give the Board’s actual attorneys a starting point, not to resolve the dispute between Costello (CS&R) and API’s separate counsel.
Applicable Rules
| Rule | Source | Section |
|---|---|---|
| Director removed by 2/3 vote of Directors then serving, with or without cause, no owner vote | By-Laws 2004 | §5.11 |
| For a corporation whose members vote for directors, a director may be removed only by 2/3 vote of the members present and voted, with advance written notice naming the director | Illinois General Not For Profit Corporation Act | 805 ILCS 105/108.35(c) |
| Directors elected by Voting Members at annual meeting (establishes Prestonfield as a “member-voting” corporation for 108.35(c) purposes) | By-Laws 2004 | §5.04 |
| Vacancy filled by majority vote of remaining Directors; appointee serves balance of predecessor’s term | By-Laws 2004 | §5.11 |
| Vacancy filled by 2/3 vote of remaining board members; appointment lasts only until the next annual meeting (or a members’ meeting called by 20% petition) | Common Interest Community Association Act | 765 ILCS 160/1-25(e) |
| No fixed election-cycle rule beyond the annual meeting framework; Board carries over on quorum failure | By-Laws 2004 | §4.02–4.04 |
| Board election required no less frequently than every 24 months | Common Interest Community Association Act | 765 ILCS 160/1-25(a) |
| Member’s private right to compel an election does not apply where the sole cause of failure is lack of quorum | Common Interest Community Association Act | 765 ILCS 160/1-25(g) |
| Members may not vote by proxy in board elections (though proxies count toward quorum) | Common Interest Community Association Act | 765 ILCS 160/1-25(h-5), (i) |
| Written proxies (11-month validity) used generally, including to help reach annual-meeting quorum | By-Laws 2004 | §4.01 |
| Bylaws amended by 2/3 vote of Directors, no owner vote | By-Laws 2004 | Art. XII |
| Small-association exemption from CICAA: ≤10 units or ≤$100,000 in annual budgeted assessments, unless the association affirmatively opts in | Common Interest Community Association Act | 765 ILCS 160/1-75(a) |
| Written collection policy required; must be included in the resale disclosure package; legal action to collect unpaid common expenses barred after 1/1/2027 unless the policy is adopted and followed (per API’s notice; statute text not reviewed) | Public Act 104-0734 (SB 3527, signed 7/31/2026, effective 1/1/2027), amending CICAA | Act §1-45(j) (as cited in owners-notice-2027-budget-and-collection-policy) |
CICAA Applicability — Unresolved Threshold Question
CICAA only reaches the election-cycle, vacancy, and proxy conflicts below if it actually applies to Prestonfield. 765 ILCS 160/1-75(a) exempts associations with 10 units or fewer, or $100,000 or less in annual budgeted assessments, unless the association affirmatively elects coverage. Prestonfield’s 2026 flat assessment is $352.65 × 215 lots ≈ $75,820 — under the $100K line, but:
- It is not confirmed whether “annual budgeted assessments” is meant to include reserve contributions (which are billed as part of the same per-lot assessment, per assessment-structure) or is limited to operating assessments only. Either reading keeps Prestonfield under $100K today, and the revised reserve study’s recommended contributions ($2,000 in 2027 rising to $5,200 by 2056) are too small to change that threshold analysis. The February 2026 version’s $24,300/year by 2031 no longer applies.
- No ingested source indicates the Board or membership has ever taken an affirmative vote to opt into CICAA coverage.
805 ILCS 105/108.35(c) is not affected by this uncertainty — the Not For Profit Corporation Act applies to Prestonfield regardless of size, since Prestonfield is incorporated under it. Only the three CICAA-based flags (election cycle, vacancy mechanism, proxy-in-elections) are contingent on this threshold question.
Findings
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Director removal (confirmed conflict). Bylaws §5.11 (Board removes by 2/3 Director vote) conflicts with 805 ILCS 105/108.35(c) (removal by 2/3 member vote, with notice) for a corporation, like Prestonfield, whose directors are elected by voting members. This is the same conflict already flagged via the two attorney opinions in legal-correspondence-attendance-removal-2025 — this finding independently confirms API’s counsel’s reading against the statute’s actual text, rather than resolving which attorney is “right.” The Sharma removal, conducted via 2/3 Board vote in executive session, does not match the statutory mechanism.
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Election cycle (new flag, contingent on CICAA applying). Prestonfield’s last valid Board election was July 20, 2023. Four consecutive annual meetings since (2022 predates this, but 2024, 2025, 2026, plus the earlier 2022 failure) have failed to reach the 20%-of-Voting-Members quorum, and the Board has carried over each time under Bylaws §4.02–4.04’s ordinary quorum-failure mechanics. CICAA 765 ILCS 160/1-25(a) requires an election “no less frequently than once every 24 months.” §1-25(g) only narrows the members’ private right to sue to compel an election when quorum failure is the sole cause — it does not say the underlying 24-month obligation itself is suspended by quorum failure. Whether indefinite Board carryover is defensible under CICAA, or whether the Board has an affirmative obligation to pursue alternative means of reaching a valid election (e.g., broader proxy solicitation, mail/electronic balloting under §1-25(i)) is an open legal question.
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Vacancy-fill mechanism (new flag, contingent on CICAA applying). Two mismatches between Bylaws §5.11 and CICAA §1-25(e): (a) vote threshold — Bylaws require only a majority of remaining Directors, CICAA requires 2/3; (b) duration — Bylaws have the appointee serve the balance of the full term, CICAA limits the appointment to lasting only until the next annual meeting (or a members’ meeting triggered by a 20% petition). No vacancy currently exists (the Sharma removal was later found non-binding, so all five seats are filled), but if the Board ever appoints a replacement, the appointment’s validity and duration may be governed by CICAA’s rule rather than the Bylaws’ rule.
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Proxy voting in board elections (updated flag, narrower than first thought, contingent on CICAA applying). CICAA §1-25(i) bars proxy votes specifically for board candidates, though §1-25(h-5) allows proxies to count toward quorum. User-confirmed mechanism (2026-08-19): prior to each election, API mails a notice, candidate applications, and a “proxy ballot form” listing the announced candidates; homeowners mark their own selected candidate(s) and return the form; those forms are counted as votes at the election meeting. The user’s recollection is that the form does not name or require designating a specific person as proxy/attorney-in-fact — it is a direct self-cast selection, not a delegation of discretion to an agent. This was the exact mechanism used in the July 20, 2023 election that elected the current Board.
- Why this is closer to permitted than a traditional proxy: CICAA §1-25(h-5)(3) expressly permits voting “by submitting an association-issued ballot to the association or its designated agent by mail,” and such votes count toward quorum without restriction. A form where the homeowner directly marks their own candidate choice, with no agent exercising discretion on their behalf, is functionally a self-cast ballot rather than a delegated proxy vote — the substantive concern §1-25(i) appears aimed at (an agent voting for an absent member, often with broad discretion) is not present here.
- Why it isn’t a clean resolution: the instrument is built, labeled, and filed under Bylaws Art. 4.01, which defines it as a proxy (written, revocable, valid 11 months, filed with the Secretary) — the exact category CICAA §1-25(i) names. Whether the ballot-like substance controls over the proxy-shaped form and process is a genuine, unresolved interpretive question, not something this research can settle.
- Low-cost fix if it matters: relabeling and processing the same document as an association-issued ballot (CICAA §1-25(h-5)(3)) rather than a Bylaws Art. 4.01 proxy would remove the ambiguity without changing the homeowner-facing mechanism at all.
- Stakes: because this exact mechanism elected the current Board (July 2023), a finding of non-compliance would not be limited to a single Board action — it could reach the legitimacy of the current Board’s own election. This is flagged for counsel’s attention, not as a conclusion.
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By-Laws amendment threshold (existing Open Question — resolved in Costello’s favor, not API counsel’s). The Not For Profit Corporation Act’s default rule vests bylaw-amendment power in the Board unless the articles or bylaws provide otherwise. Prestonfield’s Bylaws Article XII expressly gives that power to a 2/3 Director vote. That is a valid statutory delegation. API’s counsel’s position that amending the Bylaws requires a 2/3 membership vote does not appear to be grounded in a specific statutory requirement found during this review — this conflict looks weaker than the removal conflict and should be weighted accordingly when the Board’s attorneys reconcile the two opinions.
History
- 2023-07-20 — Election held using the “proxy ballot form” mechanism now under review: API-mailed forms listing announced candidates, homeowners mark their own selection(s) and return them, counted at the meeting. This is the election that produced the current Board (Rajput/Sharma/Bryson/Coker/Halko top 5; Rajput resigned immediately, Hanley filled the vacancy). See minutes-2023-07-20.
- 2025-06-16 — Attorney Patrick Costello (CS&R) opines Bylaws §5.11 governs director removal (2/3 Board vote, no owner vote). See legal-correspondence-attendance-removal-2025.
- Undated, ~2025–2026 — A separate attorney retained by API states Illinois law requires a 2/3 owner vote to remove a director, contradicting Costello and Bylaws §5.11. See legal-correspondence-attendance-removal-2025.
- 2026-07-16 — Board removes Neel Sharma by 2/3 Board vote in executive session, citing Bylaws §5.11. See minutes-2026-07-16.
- 2026-10-01 — Per user: a later legal review concluded the Board cannot remove a Director without a homeowner vote; the July 16 removal was not binding and Sharma remains on the Board. He attended and voted at the October 1 meeting. See minutes-2026-10-01.
- 2026-10-23 — API’s owners’ notice reports that SB 3527 became Public Act 104-0734 (signed 7/31/2026) and takes effect 1/1/2027, requiring an adopted written collection policy. The wiki has not reviewed the statute text; also note that Prestonfield’s CICAA applicability (Open Questions below) affects whether this amendment binds it, although API and the Board are proceeding as if it does. See assessment-collection-policy.
- 2026-08-12 — This page filed following a user query asking for a full comparison of the Bylaws/R&Rs against Illinois HOA statutes. Statutory text for 805 ILCS 105/108.35 and 765 ILCS 160 (CICAA) pulled directly from primary sources (Illinois Compiled Statutes text, IDFPR’s published CICAA compilation effective May 27, 2022) rather than relying on the wiki’s prior summary-only treatment of the dispute.
- 2026-08-19 — User confirmed the actual mechanics of the “proxy ballot form” mechanism (Finding 4 above): homeowners self-select candidates on an API-distributed form with no proxy-holder named, functionally closer to an association-issued ballot than a delegated proxy, though the instrument is legally structured as a Bylaws Art. 4.01 proxy. Flagged the current Board’s own July 2023 election as using this same mechanism.
Open Questions
- Does the “proxy ballot form” hold up as an association-issued ballot, or does its Bylaws-defined proxy form and process control? No case-specific answer found during this research; genuinely unresolved and worth a direct question to counsel, given the stakes (see Finding 4).
- If this mechanism is found non-compliant, does it retroactively affect the current Board’s July 2023 election, or only future elections? Not addressed by this research.
- Does CICAA apply to Prestonfield at all? Prestonfield’s ~$75,820 annual assessment budget is under the $100,000 exemption threshold (765 ILCS 160/1-75(a)), but it is unconfirmed whether that figure is the correct measure (vs. total common expenses including reserve contributions) and whether the Board or membership has ever opted into CICAA coverage. This gates Findings 2–4 above.
- Does the CICAA 24-month election mandate survive four consecutive quorum failures, or does the Bylaws’ carryover provision remain valid so long as CICAA doesn’t apply? Unresolved; would benefit from attorney input given how close Prestonfield’s assessment budget is to the exemption threshold.