Meetings, Notices For Meetings, Elections and Proxies in Colorado Owner Associations

Requirements for meetings, elections and proxies are found in the governing documents, the Colorado Common Interest Ownership Act, the Colorado Revised Nonprofit Corporation Act and policies adopted by the Association.  Check the governing documents and policies of the Association carefully, as the points covered in this article can be different under those documents.

Open Meetings of the Board/Committees

• Attendance Allowed.  Owners are allowed to attend meetings of the Board of Directors or any committee, except for closed or executive session as allowed by state statute (see below).
• Application of Open Meetings Law.  The open meetings statute applies to all associations subject to CCIOA, regardless of when the community was formed.
• Application to Regular and Special Board/Committee Meetings.  The open meetings statute applies to all board or committee meetings, whether regular or special.  Owners are allowed to attend any committee meetings, including meetings of the Architectural Review Committee, Nominating Committee, Budget Committee, etc.

Owner Participation at Board Meetings

• Attendance and Participation Rights.  Owners are allowed to attend Board meetings and are allowed to participate.
  • Prior to formal action being taken by the Board, on any item under discussion, the Board must allow a reasonable number of Owners to speak for or against an action item.
  • These participation rights are in addition to any other speaking opportunities the Board allows during a Board meeting (e.g., Owner forums).

Copies of Agendas of Board Meetings 

The open meeting statute requires agendas of board meetings be made reasonably available to members or their representative and encourages associations to provide agendas in electronic form, by posting on a website or otherwise, in addition to printed form.  There is no requirement that an agenda be prepared.  If one is prepared, the agenda must be made reasonably available at each meeting.

Executive or Closed Sessions of the Board or Committees

• Permissible for Certain Items:  Board Members or committees may go into executive (closed) session only for the following:
  • Matters pertaining to employees of the Association
  • Matters pertaining to the managing agent’s contract
  • Matters pertaining to or involving the employment, promotion, discipline or dismissal of an officer, agent or employee of the association
  • Review of or discussion relating to any written or oral communication from legal counsel
  • Consultation with legal counsel concerning disputes that are the subject of pending or imminent court proceedings
  • Consultation with legal counsel on matters that are privileged or confidential between attorney and the Association
  • Investigative proceedings concerning possible or actual criminal misconduct
  • Matters subject to specific constitutional, statutory or judicially imposed requirements protecting particular proceedings or matters from public disclosure
  • Any matter the disclosure of which would constitute an unwarranted invasion of individual privacy
• Action Prohibited in Closed Sessions.  The open meetings statute prohibits the adoption of rules or regulations in executive session.
• Reasons for a Closed or Executive Session.  The open meetings statute requires that the general matter to be discussed or reason for a closed or executive session be announced prior to the board (or committee) going into executive session.
• General Recommendations.  We recommend that boards and committees discuss and act on the business of the association in open meetings, with infrequent or no use of closed or executive sessions.

Notice of Member Meetings

• Mailing Requirement.  The Association must give notice of annual and special meetings of the Members as required under the Bylaws.  Typically, Bylaws require notice by mail or delivery.
• Posting Requirement.  The Association must also “post” physical notice of any annual or special meeting of the Members in a conspicuous place, if at all feasible or practicable.  This requirement was added by Senate Bill 2005-100.
• Email Requirement.  If the Association has the ability to give electronic notice, the Association must provide notice of membership meetings by email, if requested by an Owner who gives his or her email address.  This email notice must be provided as soon as possible and at least 24 hours prior to the meeting.  This requirement was added by Senate Bill 2005-100.

Notice of Board Meetings

• Notice to Board Members.  The Association is required to give notice to Board Members of all Board meetings, as required in the Bylaws.
• Notice Not Required to Owners.  Notice to Members (of Board meetings) is not required.  Some owners believe notice is required, since they have a right of participation.  Yet, by state statute, notice to owners is not required.
• Preferred Practices.  Since Members have a right to attend and participate in Board meetings, Board meetings should be scheduled and held as scheduled, with rescheduling and special meetings minimized.  While notice to Members is not required, Members expect to be notified.

Action of the Board With Or Without A Meeting

The Board may take action without a meeting, if allowed in the Bylaws, provided each and every director:

1. signs a consent;
2. votes in favor of the action; or
3. votes against the action or abstains; AND
4. Waives the right to demand that a meeting be held.

OR

If the Bylaws do not require a written consent of each Board Member (most Bylaws have this requirement), another means to take action without a Board meeting is as follows:

1. A written notice is sent to all Board Members of the action proposed to be taken.
2. The notice states the time by which a director must respond.
3. Each Board Member votes, in writing, ‘for’ or ‘against’ or ‘abstains’ OR fails to respond.
4. No Board Member demands a meeting for the proposed action.

Elections of Board Members

• Secret Ballots.  Election of directors by secret written ballot is required only in contested elections (where more candidates are running than there are positions up for election).
• Suspension of Member Voting Rights.  The Association may suspend the voting rights of an Owner if the Owner is delinquent in his or her assessments; or in violation of the covenants or rules and regulations, if the authority to do so is set forth in the governing documents.  In such cases, it is important to have current assessment and/or covenant violation information at the meeting.

Proxies Rights of Owners

• Persons Who Can Hold a Proxy.  Proxies may be given by Owners to anyone with legal capacity.
• Proxy Assignments.  The proxy holder may assign the proxy to another person, unless the proxy expressly precludes assignment/transfer.

Proxies of Board Members

• Permissive – if in Bylaws.  The Bylaws must expressly provide this authority.  Directors may vote by directed proxy (the proxy given must direct the proxy holder to vote a specific way on a specific matter, rather than giving the proxy holder the right to vote however he/she sees fit)
  .

Work or Study Sessions of The Board

• Permissive.  Work or study sessions of Members of the Board of Directors are not prohibited by state statutes and are permissive, subject to the governing documents and adopted Governance Policies.
• Documents of the Community.  The governing documents of the community are typically silent on work or study sessions of the Members of the Board.
• Persons Allowed to Attend.  Work or study sessions of the Board are not meetings (i.e., are not called to order, no actions or votes are taken, and no minutes are kept).  As such, owners do not have a right of participation or a right of notice (see the discussion above).

Yet, owners may have expectations of being allowed to attend, and also of being notified, even though participation and notice are not rights of owners under state statutes.  We recommend that board members consider including owners.