Chapter 6 - § 6.6 • ASSOCIATION MEETINGS
| Jurisdiction | Colorado |
§ 6.6.1—Generally
A meeting of the association must be held at least once a year.88 For many associations, this annual meeting is the only one held. It is the meeting at which directors are elected and any business that requires the involvement of the unit owners is conducted. It is often also used as an opportunity to provide information to the unit owners. The CCIOA also allows for "special" association meetings. These may be called by the association president, a majority of the governing board, or by unit owners that have 20 percent (or any lower percentage specified in the bylaws) of the votes in the association. Association meetings must be open to every unit owner, or to any person designated by a unit owner in writing as that owner's representative.89 Under the federal Fair Housing Act, an association may be required to provide a reasonable accommodation — for example, a sign language interpreter or Computer Aided Realtime Translation — to enable association members who are hearing impaired to participate in meetings.90
Generally, under the Nonprofit Corporation Act, a common interest community association with voting members91 must hold an annual meeting at a time stated in or fixed in accordance with the bylaws or with a resolution of the governing board.92 However, under the Act, failure to hold a meeting, whether annual or regular, at the statutorily determined time and date does not affect the validity of any corporate action and does not work a forfeiture or dissolution of the corporation.93
The Nonprofit Corporation Act allows annual and regular membership meetings to be held in or out of the state at the place stated in or fixed in accordance with the bylaws, or if no place is stated or fixed, at a place stated or fixed in accordance with a resolution of the board. If no place is stated or fixed, annual and regular meetings must be held at the corporation's principal office.94 The CCIOA says nothing about where meetings are to be held, but often the declaration, or the bylaws, will state the location of association meetings, and that is almost always some place on the property: a common room, club house, or lobby.
The Nonprofit Corporation Act provides that special member meetings must be held on call of either the board of directors, a person or persons authorized by the bylaws or resolution of the board, or a stated percentage of members by written demand.95 The CCIOA allows "special" meetings to be called by the president, a majority of the board, or by unit owners.96
Under the Nonprofit Corporation Act, a district court may order that a members' meeting be held.97 The CCIOA has no comparable provision.98 The ability to have a court order a meeting can be very valuable because there are at least two circumstance in which a meeting of the members should be held, but may not be held: (1) when there are disputes between members and the governing board about which the board does not want to have a public discussion; and (2) when the board, or an individual designated to call special meetings, is unable to do so because of absence, illness, or vacancies on the board. The Nonprofit Corporation Act provides that a district court may "summarily order" that a meeting of members be held.99 Any voting member entitled to participate in an annual meeting may apply for a court order if an annual meeting was required to be held and was not held within the proper time.100 A person who participated in a call of or demand for a special meeting101 may also apply for a court order if either notice of a called special meeting was not given within 30 days after the date of the call or the date of the last of the demands needed to require the calling of the meeting was received by the corporation or the special meeting was not held in accordance with the notice.102 In its order, the court is authorized by statute to fix the time and place of the meeting, determine the members entitled to participate, fix a record date for determining members entitled to notice and to vote, prescribe the form and content of the notice, fix the quorum required for specific matters to be considered or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders "necessary or appropriate" to accomplish holding of meeting.103
§ 6.6.2—Notice of Meetings
The declaration must contain "reasonable provisions" concerning the manner in which notice of matters affecting the common interest community may be given to unit owners by the association or other unit owners.104 Under the CCIOA, notice of an association meeting must be given to unit owners no less than 10 nor more than 50 days before the meeting.105 The notice must be either hand delivered or mailed, although the CCIOA "encourages" associations to provide all required notices and agendas in electronic form by posting on a website or otherwise in addition to printed form.106 If electronic means are available, the association must provide notice of all regular and special association meetings by electronic mail to all unit owners who so request and furnish the association with their electronic mail addresses. Electronic notice of a special meeting must be given as soon as possible, but at least 24 hours before the meeting. In addition to any electronic notices — whether given by posting or electronic mail — notice of any association meeting must be physically posted in a conspicuous place, to the extent that the posting is feasible and practicable. The notice must state the time and place of the meeting and the items on the agenda, including the general nature of any proposed amendment to the declaration or bylaws, any budget changes, and any proposal to remove an officer or a member of the governing board.107
Under the Nonprofit Corporation Act, notice of any meeting of members must be given to each member entitled to vote at the meeting consistent with its bylaws in a "fair and reasonable manner."108 The Act defines "fair and reasonable" to mean that notice is given of the place, date, and time of the meeting no fewer than 10 days — or if notice is mailed by other than first class or registered mail, no fewer than 30 days — but not more than 60 days before the meeting date.109 That is different from the CCIOA requirement that notice be given no less than 10 nor more than 50 days in advance of any meeting of the owners.110
The Nonprofit Corporation Act addresses three issues concerning notice that the CCIOA does not. The first concerns an adjourned meeting. Unless the bylaws provide otherwise, if a members' meeting — annual, regular, or special — is adjourned to a different date, time, or place, notice does not need not be given of the new date, time, or place if they are announced at the meeting before adjournment.111 Secondly, when notice is given of a members' meeting — again, whether annual, regular, or special — the corporation must give notice of a matter a member intends to raise at the meeting if it is requested to do so in writing by a person entitled to call a special meeting112 and the request is received by the secretary or president of the corporation at least 10 days before it gives notice of the meeting.113 Finally, the Act provides for waiver of notice.114 It states that a member may waive any notice required by the Act or the bylaws, whether before or after the date or time stated in the notice as the date or time when any action will occur or has occurred.115 Waiver must be in writing, signed by the member entitled to the notice, and must be delivered to the corporation for inclusion in the minutes or filing with the corporate records, although delivery and filing are not conditions of the effectiveness of the waiver. The Act also provides for waiver by attendance. By attending a meeting, a member waives any objection to lack of notice or defective notice of the meeting, unless, at the beginning of the meeting, the member objects to holding the meeting or transacting business because of the lack of notice or a defective notice.116 The member also waives objection to consideration of a particular matter at the meeting that is not within the purposes described in the notice, unless the member objects to considering the matter when it is presented.117
A Nonprofit Corporation Act statute provides for notice of special meetings of the members. It states that if notice of a special meeting demanded by members pursuant to statute118 is not properly given as required by statute119 within 30 days after the date a written demand is delivered to a corporate officer, a person signing the demand may set the time and place of the meeting and give notice.120 While the CCIOA provides for the ability of members to call meetings,121 it would appear that the responsibility for giving notice remains with the association. The Nonprofit Corporation Act also prohibits any business from being conducted that is not within the purposes described in the notice of a special meeting, unless the bylaws provide otherwise.122 The bylaws may well permit matters — especially emergency ones — to be raised and addressed at a special meeting. The CCIOA requires that the notice of any members' meeting state the items on the agenda,123 but does not explicitly limit action to agenda items. It could be argued, however, that such a restriction is implied.
§ 6.6.3—Document Amendments and Budget Vetoes124
If a declaration has a limited term, it may be extended by a vote or agreement of unit owners of units to which at least 67 percent of the votes in the association are allocated, or any larger percentage the declaration specifies.125 The CCIOA does not say that the vote or agreement must take place at a meeting, but does say that for any meeting of unit owners at which a vote is to be taken on a proposed extension of the term of a declaration, written notice must be provided to each unit owner entitled to vote at...
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