In my first installment of this blog series entitled HOA Board Meeting Basics, I discussed whether the Colorado Common Interest Ownership Act (“CCIOA”) or the Colorado Revised Nonprofit Corporation Act (“Nonprofit Act”) require that members of an HOA be provided with notices of board meetings and agendas. In this installment of the series, I will discuss open board meetings in HOAs.
For most folks living in Colorado, our home is the biggest investment we will ever make in our lives. For those of us with a home in an HOA, we know that in addition to our normal obligations as homeowners, we must pay assessments for our share of the common expenses of the community and comply with the governing documents of our association.
Our HOAs are governed by boards of directors which have a great deal of authority over our how our communities are maintained, the fiscal health of our communities, how the governing documents are enforced and the overall culture of our communities. Since boards of directors have a great deal of power, it only makes sense that CCIOA requires that Board meetings be open to the members of the HOA or their designated representatives. Having open meetings provides members with an opportunity to see their boards in action and to observe the due diligence they engage in before making important decisions.
While CCIOA requires that meetings be open to members or their designated representatives, the statute also permits boards to convene in closed executive session under limited circumstances. CCIOA, at C.R.S. 38-33.3-308 (3) and (4), specifically provides as follows:
“(3) the members of the executive board or any committee thereof may hold an executive or closed door session and may restrict attendance to the executive board members and such other persons requested by the executive board during a regular or specially announced meeting or a part thereof. The matters to be discussed at such an executive session shall include only matters enumerated in paragraphs (a) to (f) of subsection 4 of this section.
(4) Matters for discussion by an executive or closed door session are limited to:
(a) Matters pertaining to employees of the association or the managing agent’s contract or involving the employment, promotion, discipline, or dismissal of an officer, agent, or employee of the association;
(b) Consultation with legal counsel concerning disputes that are the subject of pending or imminent court proceedings or matters that are privileged or confidential between attorney and client;
(c) Investigative proceedings concerning possible or actual criminal misconduct;
(d) Matters subject to specific constitutional, statutory, or judicially imposed requirements protecting particular proceedings or matters from public disclosure;
(e) Any matter the disclosure of which would constitute an unwarranted invasion of individual privacy;
(f) Review of or discussion relating to any written or oral communication from legal counsel.” (emphasis supplied)
It is not uncommon to hear some board members say they are meeting in executive session or are holding a “work session” because homeowners constantly interrupt their work and it’s hard to get anything accomplished in an open meeting. While it’s absolutely true that board meetings are business meetings, this is not a valid excuse for closing meetings to the members.
In my next installment of HOA Board Meeting Basics, I will discuss the right of members to speak at board meetings, applying the Conduct of Meetings Policy required by CCIOA and tips for conducting an effective business meeting.