Summary
The By-Laws establish detailed procedures for both member meetings and Board meetings. All meetings follow Robert’s Rules of Order. Member meeting quorum is 20% of Voting Members (~43 of 217). Board quorum is a majority of serving Directors. The Board must hold at least 4 regular meetings per fiscal year and must post meeting notices conspicuously on the Premises.
Member Meetings
| Rule | Source | Section |
|---|---|---|
| Meetings held at principal office or another DuPage County location per notice | By-Laws 2004 | 4.02 |
| All meetings governed by Robert’s Rules of Order | By-Laws 2004 | 4.02 |
| Quorum: 20% of Voting Members | By-Laws 2004 | 4.02 |
| Default action threshold: majority of members present at quorum meeting | By-Laws 2004 | 4.02 |
| Annual meeting: annually; 10 days’ written notice from Board | By-Laws 2004 | 4.03 |
| Special meetings: called by Board majority OR 20% of Voting Members; 10 days’ notice | By-Laws 2004 | 4.04 |
| Notice content: must include date, time, place, and agenda of matters to be considered | By-Laws 2004 | 4.05 |
| Notice delivery: personal or mail to member’s address on file, or to the Lot | By-Laws 2004 | 4.05 |
| Proxies: written, revocable, valid for 11 months from execution, filed with Secretary | By-Laws 2004 | 4.01 |
Board Meetings
| Rule | Source | Section |
|---|---|---|
| Annual Board meeting: within 10 days of annual member meeting | By-Laws 2004 | 5.05 |
| Regular meetings: at least 4 per fiscal year; time/place set at annual Board meeting | By-Laws 2004 | 5.06 |
| Regular meeting notice: at least 2 days prior; delivered to each Director personally or by mail | By-Laws 2004 | 5.06 |
| Regular meeting notice: must be posted conspicuously on the Premises | By-Laws 2004 | 5.06 |
| Special Board meetings: called by President or at least 1/3 of Directors | By-Laws 2004 | 5.07 |
| Board quorum: majority of Directors serving | By-Laws 2004 | 5.09 |
| Board action threshold: majority of Directors present at quorum meeting | By-Laws 2004 | 5.09 |
| Waiver of notice: written waiver OR attendance at meeting constitutes waiver | By-Laws 2004 | 5.08 |
Practical Note: Premises Posting Requirement
Section 5.06 requires that regular Board meeting notices be posted conspicuously on the Premises so owners know about upcoming meetings. This is an obligation of API/the Board beyond simply notifying Directors. If this is not being done, it is a By-Laws compliance gap.
History
This section records procedurally notable events — annual member meetings (quorum outcomes, elections) and any special meetings. Routine quarterly Board meetings are captured in individual source pages; see board-of-directors for a full meeting log.
| Date | Event |
|---|---|
| 2021-07-15 | First post-Turnover annual member meeting. Quorum reached. All 5 Director seats filled by election. Source: minutes-2021-07-15 |
| 2022-07-21 | Annual member meeting — quorum not reached; no election held; existing Board carried over. First quorum failure on record. Source: minutes-2022-07-21 |
| 2023-07-20 | Annual member meeting — quorum reached; full election held (all 5 seats); new Board seated. Source: minutes-2023-07-20 |
| 2024-07-11 | Annual member meeting — quorum not reached; no election held; Board carried over. Second quorum failure (2022, 2024). Source: minutes-2024-07-11 |
| 2025-07-17 | Annual member meeting — quorum not reached; no election held; Board carried over. Third consecutive quorum failure (2022, 2024, 2025). Source: minutes-2025-07-17 |
Pattern: Annual member meeting quorum (20% of 217 lots ≈ 43 votes) has been reached only once in four attempts since Turnover — the 2023 election. The Board carries over by default when quorum fails. See board-elections-and-terms for full election history and proxy rules.
Open Questions
- “Conspicuously on the Premises” (§5.06) is not defined. The subdivision has no clubhouse or central community board — it is unclear where posting occurs in practice (e.g., common entry signage, mailboxes, etc.).
- Whether owners actually receive 10-day notice of annual meetings via mail (as required by §4.03/4.05) or whether the HOA relies on other communication channels is not documented here.