Colorado Board Meetings

WillR2 (Colorado)
Posts: 29

Posted:

It is my interpretation of Colorado law that all HOA Board meetings are open. The Board for some reason thinks this doesn't include "planning" meetings where they decide their priorities during the year. As a new Board member, I disagree. Am I being wrong in my interpertation of 38-33.3-308. Meetings. It says in part:

"All regular and special meetings of the association's executive board, or any committee thereof, shall be open to attendance by all members of the association or their representatives. Agendas for meetings of the executive board shall be made reasonably available for examination by all members of the association or their representatives." Note is does offer a list of reasons for an executive session which doesn't include planning. http://www.cohoalaw.com/CCIOA%20-%202006%20annotated.pdf

Should I attend the "planning meeting" or boycott it?

TimB4 (Tennessee)
Posts: 21,059

Posted:

Not attending is silly. It places you out of the loop and will serve no real purpose except to have others think you don't want the job. Attend, voice your objection and place it in the minutes (if there are any) or in the minutes of the following meeting.

However, you may want to do some research and provide some facts to the Board in a thoughtful, well defined summary on why you believe all meetings should be open to the membership.

Look for specific statutes, not just the one you mentioned but also the applicability of the law, 38-33.3-117, and definitions within the law. Don't expand. Don't embellish. Simply state the facts as you know them.

NpS (Pennsylvania)
Posts: 4,216

Posted:

Hi Will

For the reason Tim says, attend.

As I read the statute, closed (executive) sessions are specifically restricted to the items listed in 38-33.3-308(4) which does not include planning meetings.

At the meeting, move to adjourn and to continue the meeting to another date with appropriate prior notice to homeowners. This will at least force all of the other directors to formally take a stand on the issue.

Sikubali jukumu. Read all posts at your own risk.

RogerB (Colorado)
Posts: 5,067

Posted:

WillR,
You are correct in thinking that that all Board meetings, including planning meetings, are open to all members of the HOA. Also that agendas of Board meetings must be made available to members when it it reasonable feasible to do so. During a Board meeting, if the Board goes into executive session that is not open to all members.

As a Board member it is your responsiblity to go to all Board meetings when possible. Go to the next special meeting (planning only) of the Board. At the next regular meeting of the Board present a copy of this portion of CCIOA and make a motion that the Board comply with this specific Colorado Statute.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Roger

If these "planning meetings" did not consist of a majority of the BOD in attendance, would they be considered a "meeting" thus must be open?

In our recent selection of a landscaping company, two of us on the BOD did all the "leg work/planning meetings" with the landscape companies, our MC, we reworked the budget, etc. We then presented our findings to the entire BOD who voted (5 to 0 for the one we recommended). I say these "leg work/planning meetings" sessions would not qualify as a meeting. How say you?

PitA
Posts: 311

Posted:

good point

no quorum = no meeting ?

NpS (Pennsylvania)
Posts: 4,216

Posted:

Quote:

Posted By JohnC46 on 05/24/2015 9:05 AM
Roger

If these "planning meetings" did not consist of a majority of the BOD in attendance, would they be considered a "meeting" thus must be open?

In our recent selection of a landscaping company, two of us on the BOD did all the "leg work/planning meetings" with the landscape companies, our MC, we reworked the budget, etc. We then presented our findings to the entire BOD who voted (5 to 0 for the one we recommended). I say these "leg work/planning meetings" sessions would not qualify as a meeting. How say you?

IMO, Depends.

If 2 researchers are deemed to be a "committee", then statute requires open committee meetings.

If board meeting called, and only 2 show up, cannot conduct business due to lack of quorum.

Sikubali jukumu. Read all posts at your own risk.

WillR2 (Colorado)
Posts: 29

Posted:

Thanks for your input. I will attend with the Code in hand and see how to progress. I might also write a newsletter article. As editor, the Board has given me (and my predecessor) full discretion as to what to print. Regarding open meetings, I have been making progress over the years (I've been on the Board before). At least I no longer hear "I don't care what the rules are." All committee meetings are now open. My fear in all honesty is not this Board, but future Boards and I am keen to ensure precedents are established.

RogerB (Colorado)
Posts: 5,067

Posted:

Quote:

Posted By JohnC46 on 05/24/2015 9:05 AM
Roger

If these "planning meetings" did not consist of a majority of the BOD in attendance, would they be considered a "meeting" thus must be open?

In our recent selection of a landscaping company, two of us on the BOD did all the "leg work/planning meetings" with the landscape companies, our MC, we reworked the budget, etc. We then presented our findings to the entire BOD who voted (5 to 0 for the one we recommended). I say these "leg work/planning meetings" sessions would not qualify as a meeting. How say you?

JohnC, I understand, having been there, that "leg work" is needed and even when invited hardly ever does any owner besides those doing the leg work and planning ever show up. However, I think it qualifies as a committee meeting. CCIOA states "All regular and special meetings of the association's executive board, or any committee thereof, shall be open to attendance by all members of the association or their representatives. Agendas for meetings of the executive board shall be made reasonably available for examination by all members of the association or their representatives." Therefore, homeowners should be advised if there is a reasonable means to do so (email, posting to bulletin board, etc.; but not USPS).

As an alternative, why not have your MC do the "leg work" and present their results and recomendations at a regular Board meeting? That is the way our MC operates.

KerryL1 (California)
Posts: 14,550

Posted:

JohnC's question doesn't apply to CO, where both kinds of meetings--however defined by law, must be open.

In CA and, I think, VA, a gathering of a majority of a board for the purpose of discussing HOA biz IS a board meeting.

In JohnC's SC, there is no open meeting requirement for Boards or, I assume, committees.

I am very glad you're watching these things, WillR, as it took several months for us to turn around a previously very secretive board once "we" became a majority.

Still, as Tim suggests, try to make your approach, editorials, etc., as pleasant as you can, and completely factual. You do, after all, want some directors to vote with you on your ideas, etc.

WillR2 (Colorado)
Posts: 29

Posted:

From what I can find in CO law, "meeting" is not defined. Neither in the Revised Non-Profit Corporation Act https://www.sos.state.co.us/pubs/charities/classMaterials/2011Title7Article%20121-137.pdf nor in the nor in the Colorado Common Interest Ownership Act -CCIOA http://www.cohoalaw.com/CCIOA%20-%202006%20annotated.pdf. It seems absurd to me to hear such things as "this is not really a meeting" yet I have.

KerryL1 (California)
Posts: 14,550

Posted:

On this forum, Will, a number of times, posters have either complained that "planning"s sessions that should be open in certain states are closed to homeowners.

Then, we've also seen certain posters try to justify why "planning" sessions could be held in secret in open meeting states. The usual excuse is that they're not "really" board meetings as no decisions were voted on. Yet HOA business is, in fact, discussed and in CA, that IS a board meeting if a quorum of directors are present. In CA and VA homeowners have the right to see and hear the decision making process. They do no sit at an "open" meeting and hear the Board essentially "announce," i.e., vote on a decision that's already been deliberated behind closed doors.

Since Roger is a property mgr. in your state and has been a solid contributor to this forum, I'd heed his observations.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By RogerB on 05/24/2015 10:38 AM

Posted By JohnC46 on 05/24/2015 9:05 AM
Roger

If these "planning meetings" did not consist of a majority of the BOD in attendance, would they be considered a "meeting" thus must be open?

In our recent selection of a landscaping company, two of us on the BOD did all the "leg work/planning meetings" with the landscape companies, our MC, we reworked the budget, etc. We then presented our findings to the entire BOD who voted (5 to 0 for the one we recommended). I say these "leg work/planning meetings" sessions would not qualify as a meeting. How say you?

JohnC, I understand, having been there, that "leg work" is needed and even when invited hardly ever does any owner besides those doing the leg work and planning ever show up. However, I think it qualifies as a committee meeting. CCIOA states "All regular and special meetings of the association's executive board, or any committee thereof, shall be open to attendance by all members of the association or their representatives. Agendas for meetings of the executive board shall be made reasonably available for examination by all members of the association or their representatives." Therefore, homeowners should be advised if there is a reasonable means to do so (email, posting to bulletin board, etc.; but not USPS).

As an alternative, why not have your MC do the "leg work" and present their results and recomendations at a regular Board meeting? That is the way our MC operates.

Rodger

I am not concerned about us as I know what we can do. After all, this is SC....LOL

My question was more about CO and also more general.

I say if not a quorum and not an appointed committee, then a couple of BOD members "working" together on a project does not constitute a meeting. I am not advising/suggesting hiding things but in real life, we all know how difficult it is to get things done if all the T's are crossed, and all the I's are dotted.

The "smoke filled room" is not dead. It is just different. No smoking and women allowed.....LOL

KerryL1 (California)
Posts: 14,550

Posted:

I don't think anyone would disagree with you, JohnC, unless the two directors are a quorum of the Board, i.e., it's a board of three. Our Board has no difficulty following this law and we gt a lot done.

Even CA's Davis-Stirling Act only prohibits a quorum of the board discussing HOA biz outside of open meetings. And I believe VA &
CO are the same.

WillR2 (Colorado)
Posts: 29

Posted:

As an update, last evening I spoke with the president about my concerns. She assured me the meeting would be posted and asked that I keep her informed of my concerns. What got her attention was, again, pointing out that it is up to her to set precedents now and also that we have two potential law suits by owners. While the Board was correct in their actions in the cases which might end up in court, meeting in secret could raise the potential of one of the litigants claiming the Board discussed it in violation of Code.

Many in my high rise socialize with each other. Some of us eat lunch together once a week. Non of us were on the Board six months ago, now three are. With a Board of five, we have a quorum even at lunch!

KerryL1 (California)
Posts: 14,550

Posted:

So long as you three don't discuss board business at your weekly lunches, you are fine! If a business matter does come up, for example one of you three says, "you know? The plantings around the entry monuments are looking shabby: I think we need new ones," or "I think we need a new landscaper," another director should say, "Let's put it on next month's agenda."

We have a lot of social event here and sometimes a quorum of us will yak at these events. But we talk about films, sports and other topics just as any friends do. We have a new fridge in one f our lounges and I spume at the next social event in there, it's possible that a quorum of us will say how convenient it is and how nice it looks. But that is NOT boar business because the decisions already had been made at an open meeting to purchase it.

In CA, and I assume CO, potential litigation is permitted, and often should be, to be discussed in executive (closed) sessions.