Chapter 6 - § 6.4 • EXERCISE OF ASSOCIATION POWER

• Jurisdiction: Colorado

§ 6.4 • EXERCISE OF ASSOCIATION POWER

The powers of the association are generally carried out by an executive or governing board. The CCIOA explicitly authorizes that board to act on behalf of the association "in all instances"⁸² except to: (1) amend the declaration, (2) terminate the common interest community, (3) elect members of the board, or (4) determine the qualifications, powers and duties, or terms of office of the board.⁸³ While the CCIOA requires a governing board to consist of at least three members,⁸⁴ the Nonprofit Corporation Act says the board must consist of one or more directors, with the number either stated in, or fixed in accordance with, the bylaws.⁸⁵ The bylaws may establish a range for the size of the board by fixing a minimum and maximum number or by allowing either the voting members or the board of directors to do so. If a range is established, the number of directors may be fixed or changed within that range by either the voting members or the board.⁸⁶ Ordinarily, a board will consist of from three to nine directors, usually based on the size of the membership. Nothing in either the CCIOA or the Nonprofit Corporation Act appears to prevent all the unit owners from being directors. That may, in fact, be necessary or desirable in a community with a small number of units. Certainly, that would have to be the case if there were only three units, but might be a good idea even in somewhat larger communities. Common interest communities with 15 or fewer unit often cannot afford a professional manager. The various management tasks must be divided among the board members. Some of those tasks could, of course, be assigned to unit owners who are not serving on the board, but "holding an office" with defined responsibilities may serve to encourage unit owners to help run the association when they might otherwise leave matters to the board members. While a board of more than nine members might seem unwieldy, in very small communities, all the owners will usually want to "have their say" anyway and might just as well have a vote on the board.

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Notes:

^[82] C.R.S. § 38-33.3-303(1)(a) (generally, executive board may act in all instances on behalf of association). See also C.R.S. § 38-33.3-103(16) ("executive board" is body, regardless of name, designated in declaration to act on behalf of association). See...