Your Community Association Partner Community Association Meetings: Owner Meetings & Board Meetings Trish Harris April 5, 2014

Your Community Association Partner Owner Meetings

Your Community Association Partner Types: Annual Meeting Special Meeting Budget Ratification

Your Community Association Partner Purpose & Goals of Annual Meetings Elect Board – promote leadership Ratify Budget (if post-CCIOA) – ensure financial stability Share Information – vote, Q&A, acknowledge volunteers Promote a Vision – generate energy and support to improve the community

Your Community Association Partner Notice Requirements: Must be physically posted Must be ed if requested Must contain: Time and place of meeting Items on agenda General nature of any proposed amendment to declaration or bylaws; budget changes; removal of director

Your Community Association Partner Quorum Must have quorum to take action Count in person and via proxy Look to Bylaws – If Bylaws silent: 25% (pre-CCIOA) 20% (post-CCIOA, under 1,000 units) 10% (post-CCIOA, over 1,000 units)

Your Community Association Partner What Action Can Be Taken Annual Meetings – Elections, other items appropriate for Membership approval (e.g. special assessments, amendments, etc.) Amendments, removal, change in budget must be stated in notice Special Meetings – Only action that is set forth in the notice

Your Community Association Partner Budget Ratification (Post-CCIOA only) Board adopts budget Mail summary of budget to owners within 90 days of board approval Set owner meeting to consider budget

Your Community Association Partner Budget Ratification (continued) Budget approved in absence of a veto by a majority of ALL owners A higher % may be specified in Declaration.

Your Community Association Partner Methods of Voting Voice Show of Hands Ballot Secret Ballot*

Your Community Association Partner Secret Ballots If documents require In contested Board election Upon request of 20% of homeowners Discretion of Board

Your Community Association Partner Counting Ballots Neutral third party or committee of volunteers. Committee must not be Board members or candidates if contested election Committee shall be selected by Chairperson in fair manner Report how many votes were cast for each individual or how many votes were cast in favor/against any issue.

Your Community Association Partner Proxy Not a ballot Assignment of right to vote Named proxy-holder must be present But can appoint successor if provided

Your Community Association Partner Proxy (cont.) General vs. Directed Who can be proxy? Duplicate Proxies Revocation Used in adjourned meetings

Your Community Association Partner Procedural Requirements Conduct of Meetings policy Required under CO law (pre and post-CCIOA) Ground rules for meeting

Your Community Association Partner Parliamentary Procedure One person speaks at a time Chair decides who speaks Discussion limited to issue only Everyone given opportunity to speak Set reasonable restrictions / limits on speaking Motion required for any decision No further discussion after vote

Your Community Association Partner Mail Ballot Voting by mail instead of meeting Allowed by Nonprofit Act unless documents prohibit

Your Community Association Partner Mail Ballot (cont.) Requirements State Proposed Action Provide opportunity to vote for or against State quorum requirements and necessary approval Date/time to return ballot Sufficient information

Your Community Association Partner Board Meetings

Your Community Association Partner Notice Requirements Regular Board meetings None required if schedule adopted Special Board meetings Bylaws requirement or 2 days notice to other directors Notice to Owners? Agenda

Your Community Association Partner Attendance All meetings of Board of Directors are open to all owners or owners’ representative Exception: Executive Session

Your Community Association Partner Executive Session Reasons limited to: Matters regarding employees Management contract Attorney-client privileged discussion Discussion of written or oral communication from legal counsel

Your Community Association Partner Executive Session (continued) Reasons limited to: Investigation of criminal misconduct Matters constitutionally, statutorily or judicially protected from public disclosure Matters which constitute invasion of individual privacy

Your Community Association Partner Executive Session (continued) Requirements: Announce the general matter of discussion No rule or regulation, or amendment to the Articles of Incorporation or Bylaws, may be adopted

Your Community Association Partner Owner opportunity to comment Reasonable number Speak for or against Prior to vote

Your Community Association Partner Proxy Board member gives proxy to another Board member Can only be used if authorized in Bylaws Must be directed proxy Indicate how to vote on each issue

Your Community Association Partner Conference Calls and Online Meetings By Phone or Online (Skype, Google+) Unless prohibited in Bylaws, may use any type of communication by which all directors participating may hear each other during the meeting

Your Community Association Partner Board Action Without a Meeting (cont.) Written notice (typically ) to each member of board containing: The proposed action to be taken The deadline (date and time) by which the director must respond in writing Notice that failure to respond will have same effect as abstaining in writing and failing to demand a meeting

Your Community Association Partner Board Action Without a Meeting: By the deadline, director can: Vote in writing in favor Vote in writing against Abstain from voting (in writing) Fail to respond/vote, OR Demand in writing that action be taken at meeting (if this is done, can no longer proceed with action without meeting)

Your Community Association Partner Board Action Without a Meeting (cont.): Director may revoke their vote or demand if done by original deadline Approval by minimum number of votes required under governing documents (typically majority of quorum)

Your Community Association Partner Questions? Trish Harris Debra J. Oppenheimer Website: Thank you!!!