Chapter 7 - § 7.16 • OFFICERS

• Jurisdiction: Colorado

§ 7.16 • OFFICERS

§ 7.16.1—Generally

Under the CCIOA, the governing board elects the officers, who take office on election.²⁴⁰ The bylaws must provide for the election of a president, treasurer, secretary, and any other officers the bylaws specify and for the qualifications, powers and duties, and terms of office of those officers.²⁴¹ The Nonprofit Corporation Act makes the same requirement,²⁴² although it says that officers may be appointed by the board or in any other manner as the board or bylaws may provide.²⁴³ It also requires officers to be 18 years of age or older, but says an officer need not be either a director or even a member of the corporation, unless the bylaws prescribe otherwise.²⁴⁴ And the Act allows the same person to simultaneously hold more than one office.²⁴⁵ In the typical residential common interest community, the officers will be board members, with the president also being chair of the board. The Nonprofit Corporation Act does not set forth specific duties for officers,²⁴⁶ other than the secretary.²⁴⁷

Under the Nonprofit Corporation Act, officers may resign at any time by giving written notice of resignation to the corporation.²⁴⁸ The resignation is effective when the corporation receives the notice, unless the notice states a later effective date.²⁴⁹ If the resignation is made effective at a later date, the board may allow the officer to remain in office until the effective date and fill the pending vacancy before that date, with the provision that the successor not take office until then, or the board may remove the officer at any time before the effective date and fill the resulting vacancy.²⁵⁰ Generally, the board may remove an officer at any time with or without cause, but the bylaws may provide otherwise and the bylaws, or the board, may make provisions for removal of officers by other officers or by the voting members.²⁵¹

In certain circumstances, the association must provide information about the officers. The records the association must maintain include a list of the names, electronic mail addresses, and physical mailing addresses of its current executive board members and officers.²⁵² When a declaration of limited term is extended, the extension must be recorded and include a statement of the names and respective addresses of the officers of the association.²⁵³

§ 7.16.2—Statutory Duties and Responsibilities

The Nonprofit Corporation Act establishes general standards of conduct for officers. It requires officers with discretionary authority to discharge their duties in good faith,²⁵⁴ with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the officer reasonably believes to be in the best interests of the corporation.²⁵⁵ Under the CCIOA, officers not appointed by the declarant are not liable for actions taken or omissions made in performance of their duties except for wanton and willful acts or omissions.²⁵⁶

The Nonprofit Corporation Act allows officers to rely, in discharging their duties, on the information, opinions, reports, or statements (including financial statements and other financial data) prepared or presented by certain enumerated experts, including attorneys and accountants.²⁵⁷ However, if an officer has knowledge about the matter in question that makes reliance unwarranted, he or she is, by statute, not acting in good faith.²⁵⁸

An officer is not liable to the corporation or to its members for any action taken or omitted if, in connection with that action or omission, he or she performed the duties of the position in compliance with the statute on general standards of conduct.²⁵⁹ In performing their duties, officers do not have any fiduciary duty to any creditor of the corporation arising only from the status of a creditor.²⁶⁰ Finally, the Nonprofit Corporation Act says that no one is liable in contract or tort merely by reason of being an officer of a corporation that was suspended, declared defunct, administratively dissolved, or dissolved by operation of law, the business or activities of which have been continued, with or without knowledge of the suspension, declaration, or dissolution, and the business and activities of which have not been wound up.²⁶¹ For officers, the CCIOA specifically makes the statute on general standards of conduct applicable to investment of association reserve funds.²⁶² The CCIOA also makes the conflict of interest statute applicable in certain circumstances.²⁶³

The CCIOA also sets forth some specific duties and responsibilities of officers:

• A common interest community not governed by the CCIOA

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