Hear Ye, Hear Ye: Making Sure Your Meeting Notices are Properly Done
Your association has an important and controversial issue to decide at its annual meeting. As a manager or board member, the last thing you want is to go through the effort of calling the meeting, gathering proxies, and holding the vote, only to have the decision challenged on some notice technicality. An ounce of prevention is worth a pound of cure, so it is important to make sure your legal T’s and I’s are crossed and dotted. So, what are the requirements for validly calling a meeting?
Annual Meetings of the Owners
- The notice must be sent not less than 10, nor more than 50 days prior to the meeting. This is a requirement of the Colorado Common Interest Ownership Act and applies regardless of what your bylaws say (unless your community falls into the limited exemptions from CCIOA).
- The secretary or other officer specified in the bylaws shall cause the notice to be sent. Even if the management company actually sends the notice, it should be drafted so that the notice is coming from the secretary or other designated officer.
- The notice must be sent via U.S. mail or hand delivered to owners. E-mail notice is acceptable (or required if an owner requests an e-mail notice) in addition to mailing or hand delivering the notice, but cannot replace mailing or hand delivering the notice.
- The notice must be physically posted in a conspicuous place, to the extent that is feasible and practicable. CCIOA does not specify how far in advance the notice must be physically posted. Your association’s conduct of meetings policy should address that.
- The notice must include:
- The date and time of the meeting
- The place of the meeting
- The items on the agenda
- The general nature of any proposed amendments to the declaration or bylaws (if applicable)
- Any budget changes (if applicable)
- A summary of the budget (if the meeting is also a budget ratification meeting)
- Any proposal to remove a board member (if applicable)
Special Meetings of the Owners
- The Board may call a special meeting of the owners on its own accord. Alternatively, owners may demand a special meeting be called. Your bylaws should state what percentage of owners are required to demand a special meeting, but that percentage cannot be more than 20% per CCIOA. If the bylaws require more than 20% and the association receives a petition for a special meeting signed by at least 20% of the owners, it should honor that as a valid demand.
- If owners have demanded a special meeting, the Board has 30 days from the receipt of that demand to send the notice for the meeting. If the Board does not send the notice within 30 days of the receipt of the demand, any owner who signed the demand can then call the meeting and send the notice.
- The same requirements outlined above for annual meetings also apply to special meetings.
- The bylaws for your association should set forth the notice requirements for board meetings. Unless your bylaws prohibit it, the board can set a regular schedule for its regular meetings, and then no further notice is required.
- If the board meeting is a special board meeting, the following is required:
- Provide notice to board members per the bylaws.
- The notice must state the date, time and place of the meeting.
- Depending on the meeting, the purpose of the meeting may need to be stated.
- If the bylaws are silent, the Nonprofit Act requires that notice be given to the board members at least two days prior to the meeting.
- Neither the Nonprofit Act nor CCIOA require notice be sent in a specific manner. Consult your bylaws as to acceptable forms of notice, which may include mail, fax, e-mail or telephone.
- Colorado law does not require that owners be given notice of board meetings – the notice need only go to board members. However, check your governing documents to make sure they do not contain any notice requirements to owners for board meetings.
- Even though Colorado law does not require notice be given to owners for board meetings, it is a good practice to publicize board meetings, such as on the association’s website, at the clubhouse, via e-mail blasts or otherwise, in an effort to promote transparency and involvement.
For more information on calling and conducting effective and lawful meetings, click here.