2020 Colorado Revised Statutes
Title 7 - Corporations And Associations
Article 128. Directors and Officers
Section 7-128-203. Notice of meeting - rights of residential members.

(1) Unless otherwise provided in articles 121 to 137 of this title or in the bylaws, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.

2. Unless the bylaws provide for a longer or shorter period, special meetings of theboard of directors shall be preceded by at least two days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless otherwise required by articles 121 to 137 of this title or the bylaws.

3. Notwithstanding subsections (1) and (2) of this section, and notwithstanding any provision of the articles of incorporation or bylaws to the contrary, the following rules and procedures apply to meetings of the board of directors of a residential nonprofit corporation or any committee of the board:

(a) (I) (A) All regular and special meetings of the residential nonprofit corporation's board of directors or executive committee, or any committee of the board that is authorized to take final action on the board's behalf, must be open to attendance by all residential members or their representatives. The board shall make agendas for meetings of the board, and agendas for meetings of committees of the board that are authorized to take final action on the board's behalf, reasonably available for examination in advance by all residential members or their representatives. If there is no formal agenda, residential members or their representatives are nonetheless entitled to a general description of the purpose of the meeting and the subject matter that will be discussed.

(B) The board shall inform all members, at least annually, of the method by which meeting agendas and other information required by sub-subparagraph (A) of this subparagraph (I) will be provided, including the physical location of places where agendas and meeting notices may be posted or the web address where online postings may be made. The board shall give at least thirty days' advance notice of any change in the manner or means by which meeting information will be provided.

(II) The residential nonprofit corporation is encouraged to provide all notices and agendas required by this article in electronic form, by posting on a website or otherwise, in addition to printed form. If such electronic means are available, the corporation shall provide notice of all regular and special meetings of residential members by electronic mail to all residential members who so request and who furnish the corporation with their electronic mail addresses. Electronic notice of a special meeting must be given as soon as possible but at least twenty-four hours before the meeting.

2. At an appropriate time determined by the board of directors, but before the boardvotes on an issue under discussion, the board shall permit residential members or their designated representatives to speak regarding the issue. The board may place reasonable time restrictions on persons speaking during the meeting. If more than one person desires to address an issue and there are opposing views, the board shall provide for a reasonable number of persons to speak on each side of the issue.

3. The board of directors or any committee of the board may hold an executive or closed-door session and may restrict attendance to board members and such other persons requested by the board during a regular or specially announced meeting or a part thereof. The matters to be discussed at such an executive session may include only matters enumerated in paragraph (d) of this subsection (3).

4. Matters for discussion by an executive or closed session are limited to:

1. Matters pertaining to employees of the residential nonprofit corporation or the managing agent's contract or involving the employment, promotion, discipline, or dismissal of an officer, agent, or employee of the corporation;

2. Consultation with legal counsel concerning disputes that are the subject of pendingor imminent court proceedings or matters that are privileged or confidential between attorney and client;

3. Investigative proceedings concerning possible or actual criminal misconduct;

4. Matters subject to specific constitutional, statutory, or judicially imposed requirements protecting particular proceedings or matters from public disclosure;

5. Any matter the disclosure of which would constitute an unwarranted invasion ofindividual privacy;

6. Review of or discussion relating to any written or oral communication from legalcounsel.

5. Upon the final resolution of any matter for which the board of directors receivedlegal advice or that concerned pending or contemplated litigation, the board may elect to preserve the attorney-client privilege in any appropriate manner, or it may elect to disclose such information, as it deems appropriate, about such matter in an open meeting.

6. Before the board of directors or any committee of the board convenes in executivesession, the chair of the body shall announce the general matter of discussion as enumerated in paragraph (d) of this subsection (3).

7. The board of directors shall not adopt any change to the residential nonprofit corporation's articles of incorporation or bylaws during an executive session. An articles of incorporation or bylaw change may be validly adopted only during a regular or special meeting or after the board of directors goes back into regular session following an executive session.

8. The minutes of all meetings at which an executive session was held must indicatethat an executive session was held and the general subject matter of the executive session.

Source: L. 97: Entire article added, p. 694, § 3, effective July 1, 1998. L. 2011: (3) added, (HB 11-1110), ch. 22, p. 55, § 3, effective March 11. L. 2012: (3)(a)(I) amended, (SB 12024), ch. 39, p. 137, § 2, effective March 22.