The Colorado Common Interest Ownership Act (“CCIOA”) is the statute governing common interest communities in the state of Colorado. One of the topics addressed by CCIOA is meetings, which are required to be open to attendance by its members or their designated agents. This requirement has led to questions concerning the obligation of an association to provide notice of meetings to its members. As any good attorney will convey, the type and amount of notice required depends upon the type of meeting being called.In general, there are four different varieties of association-related meetings that may be called, with each type of meeting having its own requirements as to the type of notice required. Each such meeting is discussed below:
Regular Board Meetings. As suggested by its name, regular board meetings are reoccurring meetings of the board set on a consistent day/time/location throughout the year. No formal notice to owners of such meetings is required unless the association’s governing documents require owners be provided with notice. Although notice is not required by statute, it is absolutely lawful, and oftentimes recommended, for boards to still provide notice of board meetings to the owners by posting such notice on a community website, mailbox kiosk, or other conspicuous location. Notwithstanding the above, there is a statutory requirement that an agenda be made reasonably available to owners who request a copy. For purposes of regularly scheduled board meetings, providing the agenda at the meetings is sufficient to meet this requirement. Please note, however, associations are not required to provide entire board packets at the meeting, but just the agenda.
Special Meetings of the Board. Special meetings of the board are typically called by either the board president or at least two members of the board. Unless a different time frame is set forth in the bylaws, an association must provide each director at least 2 days’ notice of special board meetings. However, as this requirement may be altered by the bylaws, it is important to review this document to ensure correct notice is being provided. Additionally, the Colorado revised Nonprofit Act does not require meeting notices to board members be in writing and as such, the notice may be verbal unless the bylaws require otherwise. As with regular board meetings, notice to owners is not required by statute.In the event every board member attends a special meeting of the board that was not properly noticed, each member may waive formal notice requirements at the meeting and the meeting will then be considered properly called for legal purposes. However, if any board member refuses to waive his/her right to proper notice, the meeting will not be considered properly called and the directors cannot conduct business (i.e. make decisions) at such gathering.
Annual Meetings of the Members (Owners). Annual meetings of members (i.e. owners) must comply with various statutory requirements. These meetings must be provided to all owners and sent by U.S. Mail or hand-delivery. While email notice is encouraged by the Colorado Common Interest Ownership Act, this cannot be the sole method for providing notice as notices MUST be provided by U.S. Mail or hand-delivery regardless of any other delivery method used or any other requirements that may be contained in the bylaws.In addition to mailing or hand-delivering the notice, an association is also required to post physical notice of the annual meeting in a conspicuous place within in the community. This place should also be identified in the Association’s conduct of meetings policy. Finally, unlike directors meetings, which can be called on relatively short notice, to properly call a meeting of the owners, notice must be provided to the owners no less than 10 or more then 50 days prior to the meeting.The meeting notice itself must contain information such as time, date, and place of the meeting. Additionally, the notice must include a description of any matter or matters that must be approved by the members or for which the members’ approval is sought.
Special Meetings of Members. Special meetings of the members may be called either upon request by the board president, two or more board members, or upon the receipt of a petition signed by no less than 20% of the owners or such lesser number as may be set forth in an association’s bylaws. If an association fails to send notice out within 30 days of receipt of the signed petition, the person circulating the petition may at that juncture send the meeting notice out identifying the date, time, location, and purpose of the meeting.The time frames for the special meeting notices are the same as annual meetings notices (10 to 50 days before the meeting). Additionally, the notice for a special meeting of the owners must set forth the reason for the meeting and all items to be discussed and voted on at that meeting. Only items specifically identified in this meeting notice may be discussed and voted on at the meeting. The agenda may not be changed at the meeting.In addition to the above information, there is no statutory requirement that any of the meeting notices be sent by certified mail, although one should always check the association’s governing documents to ensure such requirement is not set forth in the bylaws or covenants.In adhering to these general rules, an association will be able to provide proper notice for all meetings and avoid challenges to the validity of its meetings and decisions made herein.If you have questions or would like to discuss meeting notices in more detail, please contact a Altitude Community Law attorney at 303.432.9999.