Chapter 7 - § 7.1 • INTRODUCTION

• Jurisdiction: Colorado

§ 7.1 • INTRODUCTION

In the CCIOA, the entity that administers the day-to-day affairs of the association is known as the "executive board," which is defined as "the body, regardless of name, designated in the declaration to act on behalf of the association."¹ Although it is given different names in other statutory schemes,² it is most commonly known as the "board of directors" because under the CCIOA, all associations must be organized as nonprofit, not-for-profit, or for-profit corporations or as limited liability companies,³ and because, as one commentary observes, it "is essentially the same in purpose and function as a nonprofit corporation board of directors."⁴ That is true to some extent; however, as discussed in Chapter 8, an association executive board also has governmental functions and responsibilities that make it comparable to a town council. For that reason, this treatise refers to it as the "governing board."

Under the CCIOA, the governing board is authorized to act "in all instances on behalf of the association," except as provided in the declaration, the bylaws, or the CCIOA itself.⁵ However, the board is prohibited from acting on behalf of the association in four specified circumstances: (1) amending the declaration,⁶ (2) terminating the common interest community,⁷ (3) electing members of the board,⁸ and (4) determining the qualifications, powers and duties, or terms of office of board members.⁹ These decisions are reserved to the unit owners.

The Restatement grants to the board the power to exercise all association powers except those reserved to the unit owners.¹⁰ A comment says that the broad grant of authority implements the assumption that boards are intended to be the governing body, and the remedy of unit owners who are dissatisfied with board action is removal or replacement of the directors.¹¹

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Notes:

^[1] C.R.S. § 38-33.3-103(16). Note that the executive board is defined by function, not name. In Parker Estates Homeowners Ass'n v. Pattison, 391 P.3d 481 (Wash. Ct. App. 2016), condominium association bylaws did not specifically provide for a board of directors, but for four officers. Washington law defined a "board of directors" as a group of persons vested with the management of the affairs of the corporation irrespective of the name by which it was designated in the articles or bylaws. Therefore, because the officers were vested with the management of the association's affairs, they were "directors."

^[2] See, e.g., Fla...