Electronic Voting Statute

Colorado Common Interest Act (CCIOA) 38-33.3-310. Voting – proxies. (b) (I) (A) Votes for contested positions on the executive board shall be taken by secret ballot. This sub-subparagraph (A) shall not apply to an association whose governing documents provide for election of positions on the executive board by delegates on behalf of the unit owners.
(B) At the discretion of the board or upon the request of twenty percent of the unit owners who are present at the meeting or represented by proxy, if a quorum has been achieved, a vote on any matter affecting the common interest community on which all unit owners are entitled to vote shall be by secret ballot.

TIE is conducting electronic ballot voting in CO. There is nothing in CCIOA that precludes electronic voting.

Virtual Meeting Statute

The Colorado Common Interest Ownership Act (“CCIOA”) does not expressly address electronic meetings. Remote meetings contingent on an association’s articles of incorporation, charter, or bylaws. If governing documents are silent, remote and virtual meetings are allowed. However, associations in Colorado may conduct meetings electronically and allow members to participate via electronic means in accordance with the Colorado Revised Nonprofit Corporations Act. Contact your association’s attorney to see what your community’s options are for virtual meetings based upon your governing documents.

Applicable Statute: Nonprofit Corporations Act

Title 7 - Corporations and Associations Corporations – Continued Article 128 - Directors and Officers Part 2 - Meetings and Action of the Board § 7-128-201. Meetings

(1) The board of directors may hold regular or special meetings in or out of this state.

(2) Unless otherwise provided in the bylaws, the board of directors may permit any director to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Universal Citation: CO Rev Stat § 7-128-201 (2018)

2016 Colorado Revised Statutes Title 7 - Corporations and Associations Corporations – Continued Article 122 – Incorporation § 7-122-107. Emergency bylaws

(1) Unless otherwise provided in the articles of incorporation, the board of directors may adopt bylaws to be effective only in an emergency as defined in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may include all provisions necessary for managing the nonprofit corporation during the emergency, including:

(a) Procedures for calling a meeting of the board of directors;

(b) Quorum requirements for the meeting; and

(c) Designation of additional or substitute directors.

(2) All provisions of the regular bylaws consistent with the emergency bylaws shall remain in effect during the emergency. The emergency bylaws shall not be effective after the emergency ends.

(3) Corporate action taken in good faith in accordance with the emergency bylaws:

(a) Binds the nonprofit corporation; and

(b) May not be the basis for imposition of liability on any director, officer, employee, or agent of the nonprofit corporation on the ground that the action was not authorized corporate action.

(4) An emergency exists for the purposes of this section if a quorum of the directors cannot readily be obtained because of some catastrophic event.

Universal Citation: CO Rev Stat § 7-122-107 (2016)

2016 Colorado Revised Statutes Title 7 - Corporations and Associations Corporations – Continued Article 123 - Purposes and Powers § 7-123-103. Emergency powers

(1) In anticipation of or during an emergency defined in subsection (4) of this section, the board of directors may:

(a) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and

(b) Relocate the principal office or designate additional offices, or authorize officers to do so.

(2) During an emergency as contemplated in subsection (4) of this section, unless emergency bylaws provide otherwise:

(a) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication or radio; and

(b) One or more officers of the nonprofit corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

(3) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the nonprofit corporation:

(a) Binds the nonprofit corporation; and

(b) May not be the basis for the imposition of liability on any director, officer, employee, or agent of the nonprofit corporation on the ground that the action was not authorized corporate action.

(4) An emergency exists for purposes of this section if a quorum of the directors cannot readily be obtained because of some catastrophic event.

Universal Citation: CO Rev Stat § 7-123-103 (2016)