The opinion of the court was delivered by: Justice Hartman
Appeal from the Circuit Court of Cook County. Honorable Albert Green, Judge Presiding.
Gale Community Academy Local School Council (Gale LSC) voted to appoint Beverly Martin as the new principal of Gale Community Academy (Gale School) and presented her with a four-year performance contract for that position, which she signed. The Chicago School Reform Board of Trustees (Board), however, refused to ratify the contract and brought suit for a declaratory judgment that the contract was void as violative of the School Code (105 ILCS 5/1--1 et seq. (West 1996)). Martin counterclaimed for breach of contract and also moved to dismiss the Board's complaint, which the circuit court granted. Martin then petitioned for a rule to show cause, seeking specific performance of her contract, an injunction against Gale LSC from conducting another principal selection process and money damages. The court denied Martin's petition and transferred her counterclaim for money damages to the law division. The Board appeals the court's dismissal of its complaint for declaratory judgment, claiming that the court erred in finding that Martin's four-year performance contract as principal was issued in conformance with the School Code. Martin appeals the court's denial of her petition, claiming that the court should have issued an injunction (1) ordering the Board and Gale LSC immediately to instate her as principal of Gale School and to pay her monetary damages and (2) enjoining Gale LSC from commencing any new principal selection process.
The record reveals that, on January 6, 1997, the principal of Gale School, a pre-kindergarten to eighth grade Chicago public school, resigned. On the same date, the Board appointed Guadalupe Shields as interim principal. Thereafter, Gale LSC formed a principal selection committee in order to appoint a permanent principal. *fn1 Gale LSC consisted of 11 voting members, including its interim principal, two of its teachers, six parents of students enrolled at Gale School and two community residents. *fn2
As part of the principal selection process, Gale LSC convened a special meeting for the purpose of principal selection. Gale LSC prepared notices of the upcoming meeting, advising the public of the date, time, location and purpose of the meeting. Three different notices of the special meeting were prepared and given to interim principal Shields to post in the school. One notice did not list "principal selection" as a topic, although the other two did.
On April 21, 1997, during the special meeting, seven members of Gale LSC voted to award Martin the principal contract. Two members of Gale LSC voted against Martin and one member abstained. As a result of the seven to two vote, Gale LSC presented Martin with a four-year contract, which she and the seven members of Gale LSC signed. *fn3 Two members of Gale LSC, including its chairperson, refused to sign the contract. The Board was then notified of certain objections to the meeting, including the propriety of the notice of the meeting and the legitimacy of the selection process itself.
Thereafter, the Board's Law Department issued an opinion letter to Gale LSC informing it that the April 21, 1997 meeting did not conform to the School Code. Specifically, the Board's letter claimed that, of the three notices received by interim principal Shields, she posted the notice (which listed principal selection as an agenda item) not authorized or issued by either the chairperson or four members of Gale LSC. *fn4 The Board therefore asserted that all actions taken by Gale LSC at the special meeting, including the selection of a principal, were "void." The Board then suggested that "the only manner in which the Gale LSC can remedy the notice deficiency *** is by reconvening a council meeting pursuant to proper notice containing a complete agenda of anticipated actions and taking the necessary affirmative votes for any official action."
Attempting to comply with the Board's demand, Gale LSC posted notices for several special meetings to be held May 12, May 27, June 2, June 16 and June 19, 1997, in which principal selection was listed as an agenda item. Those notices conformed to the School Code's requirements. On June 19, 1997, Gale LSC reviewed three candidates, including Martin, for principal. Martin received six affirmative votes; the other two candidates received two votes and one vote, respectively.
On June 20, 1997, Gale LSC then sent the names of the three candidates, in order of preference, to Chicago Board of Education CEO Paul Vallas. *fn5 On July 25, 1997, Vallas responded, advising Gale LSC that since he had "not made a selection from the list of principal candidates *** within the required 30 day period[,] the Gale Local School Council is free to select a candidate from the three names or may decide to begin a new principal selection process."
Three days later, at a July 28, 1997 special meeting, Gale LSC voted for a new principal; Martin again garnered six affirmative votes. Gale LSC then presented Martin with the same four-year contract as previously offered, which she signed.
On August 27, 1997, the Board announced that it was "not going to take an action on the [Gale School's] principal's contract." Instead, the Board expressed its "belief" that "there is enough of a gap" in the School Code to warrant a ruling by the circuit court. The Board then promised to "abide by the decision of the court."
As announced, the Board filed its complaint in the circuit court against Martin and Gale LSC, seeking a declaration from the circuit court that neither contract with Martin was valid. The Board was given leave to amend its complaint and in its third amended complaint alleged, inter alia, that Gale LSC's selection of Martin at the April 21, 1997 meeting was violative of the School Code because it did not occur within 90 days of the resignation of the previous principal. *fn6 The Board also alleged that Gale LSC's selection of Martin at the July 28, 1997 meeting was "null and void" because she received only six votes and not a "supermajority" of seven votes. The Board further alleged that Gale LSC failed to submit the three candidates' names to Vallas within 90 days and, therefore, its subsequent selection of Martin was invalid. *fn7
Martin answered the Board's complaint, claiming that Gale LSC's selection of her conformed to statute and, therefore, her contract was valid. Martin also counterclaimed, alleging breach of contract; seeking declaration that her four-year contract with the Board was valid and an award of money damages in excess of $30,000 for the breach; and such other, further or different relief as may be just, proper and equitable.
Martin also moved, pursuant to section 2-619 of the Code of Civil Procedure (735 ILCS 5/2-619(a)(9) (West 1996)) (section 2-619), to dismiss the Board's complaint, which the circuit court granted, finding that the April 21, 1997 meeting conformed to the dictates of the School Code and the Open Meetings Act and, therefore, the direct selection of Martin at that meeting was valid. *fn8 The Board appeals from the court's dismissal of its third amended complaint.
Shortly thereafter, Martin filed her "Verified Petition for Rule to Show Cause Why Orders For Instatement and Other Relief Should Not Issue." In her petition, Martin requested that the circuit court enter orders directing that (1) the Board and Gale LSC immediately instate her as principal of Gale School; (2) Gale LSC be enjoined from commencing any new principal selection process; and (3) the Board and Gale LSC pay her as back pay the difference between her current salary and the salary she would have been paid as Gale School's principal.
The circuit court denied Martin's requested relief, instead transferring her counterclaim for money damages to the law division. Martin appeals from the court's denial of her petition. *fn9
The Board contends the circuit court erred in dismissing its complaint, because Gale LSC failed to comply with the School Code or the Open Meetings Act in selecting Martin as principal; therefore, Martin's 4-year performance contract is void. The Board raises three separate challenges to Martin's contract: first, Gale LSC lacked the power to select its own principal more than 90 days after the previous principal resigned and therefore the vote on April 21, 1997, occurring more than 90 days after the January 6, 1997 resignation of the previous principal, was void; next, the posted notice of the April 21, 1997 meeting did not contain "principal selection" as an agenda item (allegedly violative of the Open Meetings Act) and therefore any principal vote at that meeting was ...