Have you ever seen a set of bylaws that authorize the board to unilaterally amend the document without owner approval?  There are plenty of bylaws out there having this type of provision and lots of board members use this provision in good faith to amend their bylaws.

But, like all “too good to be true” situations, there’s a catch.  Regardless of what the bylaws provide, Section 303(3)(a) of CCIOA prohibits boards from unilaterally adopting certain amendments and requires owner approval for such revisions to be valid.  Specifically, boards cannot act on behalf of the association to take the following actions:

  • Terminate the community
  • Elect members of the board (except to fill vacancies)
  • Change qualifications of directors;
  • Change powers and duties of directors;
  • Change terms of the directors

In addition to the above, the Colorado Revised Nonprofit Corporations Act prohibits boards from unilaterally amending their documents to change quorum and requires all quorum changes to be presented to the members for approval.

So, if your bylaws (or articles of incorporation) allow the board to amend without owner approval, think twice about the revisions you want to make and ensure you are not trying to change any of the above items.

For more information on amendments or if you have questions about the restrictions set forth in CCIOA, please contact a Altitude Community Law attorney at: 303.432.9999.

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