Chapter 7 - § 7.10 • RESIGNATION OF BOARD MEMBERS

• Jurisdiction: Colorado

§ 7.10 • RESIGNATION OF BOARD MEMBERS

In a residential common interest community, directors are volunteers — almost always uncompensated volunteers⁹⁴ — and partly for that reason, resignations are not uncommon. A resignation creates a vacancy on the board, and under the CCIOA, the remaining board members are authorized to fill vacancies for the unexpired portion of any term.⁹⁵ However, the bylaws must provide for the manner of filling vacancies.⁹⁶ The Nonprofit Corporation Act also allows the bylaws to determine the manner of filling vacancies and provides that if a vacancy occurs on the board (including one resulting from an increase in the number of directors), either the voting members or board of directors may fill that vacancy.⁹⁷ Additionally, if the remaining directors do not constitute a quorum, they may fill the vacancy by an affirmative vote of a majority of all directors remaining in office.⁹⁸ The Act also addresses how vacancies are to be filled when the director was elected by a voting group of voting members,⁹⁹ was elected by a voting group of directors,¹⁰⁰ was appointed,¹⁰¹ or was designated.¹⁰²

Often, a resignation is effective immediately.¹⁰³ The Nonprofit Corporation Act, however, addresses the less frequent situation in which a resignation is effective on some future date. When a vacancy will occur on a specific later date, it may be filled before that vacancy actually occurs, but the new director may not take office until the vacancy occurs.¹⁰⁴

Under the Nonprofit Corporation Act, a director may resign at any time by giving written notice of resignation to the corporation.¹⁰⁵ The resignation is effective when received by the corporation unless the notice states a later effective date.¹⁰⁶ The bylaws may provide that a director is deemed to have resigned for failing to attend a stated number of board meetings or to meet other stated obligations of directors. The bylaw must be in effect at the beginning of the director's term and is effectuated when the board, by an affirmative vote, confirms that the director failed to attend meetings or meet other obligations. The "resignation" is effective at the time of that vote.¹⁰⁷

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Notes:

^[94] Under the Nonprofit Corporation Act, unless the bylaws provide otherwise, the board of directors may authorize and fix compensation for directors. C.R.S. § 7-128-111.

^[95] C.R.S. § 38-33.3-303(3)(a).

^[96] C.R.S. § 38-33.3-306(1)(c) (in addition to complying with Nonprofit Corporation Act, bylaws must...