Chapter 7 - § 7.7 • BOARD QUALIFICATIONS AND COMPOSITION

• Jurisdiction: Colorado

§ 7.7 • BOARD QUALIFICATIONS AND COMPOSITION

The board of directors is the body authorized under the Nonprofit Corporation Act to manage the affairs of the nonprofit corporation.⁷³ This is the same body the CCIOA calls the "executive board,"⁷⁴ and which in this treatise is referred to as the governing board. Under the Nonprofit Corporation Act, a corporation must have a board of directors unless the articles of incorporation provide otherwise.⁷⁵ The Act requires a director to be "an individual," but otherwise specifies no qualifications for the position, although it allows the bylaws to prescribe other qualifications.⁷⁶ In fact, a director need not be a resident of Colorado or a member of the corporation unless the bylaws require membership as a qualification. The CCIOA appears to require that there be a board, and that at least a majority of them be unit owners other than the declarant, or designated representatives of unit owners other than the declarant.⁷⁷ The CCIOA allows the bylaws to establish the qualifications of the members of the governing board,⁷⁸ and there appears to be no reason why they could not override the Nonprofit Corporation Act and require board members to be Colorado residents. It should also be possible for the bylaws to go beyond the CCIOA and require that all board members be unit owners, not merely a majority and not simply "designated representatives of unit owners."⁷⁹ When ownership is a qualification, all the owners of a unit — not merely one designated to vote by any voting certificate — should be eligible to serve.⁸⁰ It is also possible for bylaws to require that candidates for the board be owners "in good standing," a phrase that usually means they are not in violation of the governing documents or delinquent in paying their assessments.⁸¹

While under the Nonprofit Corporation Act the board must consist of one or more directors, with the number either stated in, or fixed in accordance with, the bylaws,⁸² the CCIOA requires that the board have at least three members.⁸³ The bylaws may establish a range for the size of the board by fixing a minimum and maximum number or may allow either the voting members or the board of directors to do so. If a range is established, either the voting members or the board may fix or change the number of directors within that range.⁸⁴ Ordinarily, a board will consist of between three and nine directors, usually based on the size of the membership.

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^[73] C.R.S. § 7-121-401(4). See...