By Caitlin La Luz, Winzenberg, Leff, Purvis & Payne, LLP
In today’s day and age, associations are looking for more convenient, flexible, and safe ways to conduct association business. The ongoing pandemic has only amplified the need for associations to explore their options to conduct business virtually. The good news is the Colorado Revised Nonprofit Corporation Act (“Nonprofit Act”) under section 7-127-108 states, “Unless otherwise provided in the Bylaws, any or all of the members may participate in an annual, regular, or special meeting of the members by, or the meeting may be conducted through the use of any means of communication by which all persons participating in the meeting may hear each other during the meeting.” The Nonprofit Act also includes a similar provision for director meetings. These provisions in the Nonprofit Act authorize an association to conduct member and director meetings virtually by any means as long as all attendees can hear each other and the bylaws for the association do not prohibit this method. There are numerous platforms to choose from, both free and for purchase, that can help associations achieve this new method of meeting. It’s worth looking into the different options and price points of various platforms as some will have more features, like enhanced security and longer time limits for meetings.
It is important to remember that an association must comply not only with Colorado law but the governing documents for the association as well, whether meeting virtually or in person. Under the Colorado Common Interest Ownership Act, associations must have a policy detailing the conduct of meetings. Though associations may be conducting virtual meetings they should remember to review their meeting policy and adhere to it. An association’s other governing documents, like the bylaws, are also important to review in order to comply with the notice and procedural requirements for both director and member meetings. If conducting a meeting with an election, the board will need to be even more careful to follow all requirements in statute and in the governing documents of the association; like the potential need for a secret ballot in a contested director election. Luckily, many associations can choose to conduct an election via mail-in ballots or join the tech savvy associations now using online election and voting platforms. If an association is unsure about what procedures are required or confused by the language in the governing documents, it should reach out to the association’s counsel for advice.
Meeting virtually requires advance planning and preparation. The association should schedule meetings with enough time to send additional instructions and guidance to those attending. For instance, if a board plans on setting up a Zoom conference for a director meeting, the meeting ID and password will need to be sent out to all potential attendees prior to the meeting. It will also be helpful to provide guidelines on the procedure of the meeting to attendees (i.e. attendees must remain on mute and ask questions via the chat box). A meeting with a clear direction and procedure will run much more efficiently than one without.
Here is a quick checklist to help associations plan to meet virtually:
- Review the association’s governing documents for meeting requirements and procedures (most importantly look to the conduct of meetings policy and the bylaws) and consult an attorney.
- Plan ahead as much as possible. Pick the meeting date and communicate with the community that the meeting will be held virtually, and details will follow, if not already provided. Make sure people who may be interested in serving on the Board make their interest known early. This will help determine whether secret balloting will be required.
- Test your potential meeting method and familiarize yourself with the tools and resources available in the virtual platform you plan to use. Consider offering a “test run” of the meeting for homeowners who may not be familiar with the platform.
- Send out meeting access instructions, an agenda, and guidelines to attendees prior to the meeting. This way, everyone knows what to expect and can easily stay on track. You can include this information in newsletters, e-mail blasts, and bulletin flyers.
- Delegate tasks. Choose a person who is familiar and comfortable with the online platform to host the meeting and be in charge of admitting new people into the meeting. You may also want to designate one person to monitor the chat feature for questions and comments during the meeting as well as other duties.
- Be prepared for delays and technical difficulties on meeting day. Start the meeting early to make sure any technological issues can be fixed before the meeting start time. Be patient and continue to communicate if there is an issue and when it will likely be resolved.
- Record minutes throughout the meeting for the association’s records.
- Ask for feedback from attendees at the end of the meeting to find ways to improve future virtual meetings and consider updating the association’s conduct of meetings policy to include procedure for virtual meetings.
Caitlin La Luz is an attorney at Winzenburg, Leff, Purvis & Payne, LLP. For nearly 40 years, the law firm of Winzenburg, Leff, Purvis & Payne, LLP, has represented homeowners associations, townhome owners associations and condominium owner associations throughout the State of Colorado.