Whether you’re urging people to just start washing their hands or your closet is filled with toilet paper, one thing is certain: coronavirus continues to spread. According to health professionals, one thing we can do to slow the spread is avoid group gatherings. Unfortunately, that’s not always easy to do when you are trying to maintain a functioning community association. Regular gatherings are the norm for community associations. In some cases, such as annual meetings, gatherings are even mandated by the governing documents. So, under Colorado law, can you keep your association running, meet fiduciary duties, and comply with your governing documents without congregating? Probably. Here are two things you can do:
Take action without meetings. Colorado law allows board or committee action without meetings if all board or committee members consent to the action in writing. Note that although legal, it’s not without criticism about transparency. We recommend you consult with your legal counsel especially if the board or committee is taking controversial action that arguably would benefit from input by other members in the community.
Permit attendance of board meetings by electronic means. Most board meetings must be open to the members. A board meeting is generally defined as “a gathering of a board at which the board can take binding action.” The applicable Colorado statutes are silent whether meetings include gathering by means of electronic communication. Nevertheless, if everyone attends by skype or phone, it’s still reasonably interpreted as a “meeting.” If the board chooses to have a meeting electronically, make sure the meeting notice to members includes information on how to attend the meeting electronically a copy of the agenda as required by statute.
In addition, during these open electronic meetings and prior to any vote of the Board, the Board must make an effort to allow input from owners on the subject prior to voting. Participation in this manner is required under statute and Board’s must make an effort under these circumstances to permit discussion on the issues presented for vote.
VF lawyers are ready to help associations and other clients navigate the implications of coronavirus. Our lawyers understand electronic communications, virtual meetings and voting, and are ready to answer your specific questions. Please contact us at (720) 943-8811 or [email protected].