By Arianne Gronowski

Since the COVID-19 pandemic, the world has changed the way meetings are held and conducted and virtual meetings have become the norm.  The majority of meetings we attend in the community association industry in any given week are virtual meetings, held on numerous different platforms, such as Zoom, Teams, Webex, etc.  

As we have become more accustomed to and fully comfortable with virtual meetings, it is important to keep in mind there are still certain legal requirements for board meetings that must be followed.  Outlined below are what we consider the most significant to remember – the best practices.

The first legal hurdle is knowing whether the board can hold a virtual meeting.   Though we have been doing so since the pandemic, it is important to note that the Colorado Revised Nonprofit Corporation Act contains language authorizing board meetings to be held in a manner other than in person, as follows:  

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.  See C.R.S §7-128-201.

Thus, because the requirement is that all directors can hear each other at the same time, a virtual board meeting meets the legal standard.   

Once a board decides to hold its meetings virtually, notice must be properly sent and the link to the meeting must be available to all owners, as all board meetings are required to be open to owners or their designated representative.  We recommend the association post the meeting date and virtual link in the community in addition to on the association’s website, if it has one, to ensure owners have the information they need to attend, should they so choose. 

Once the meeting begins, the board or manager should confirm and announce verbally whether a quorum of the board is present, whether by attendance at the meeting or by  proxy.  Without confirmation of quorum, board decisions may be subject to challenge, and announcing it verbally ensures all owners in attendance are aware of same.  

If there are board decisions on the meeting agenda, the board is obligated to allow owner questions prior to any vote.  Oftentimes, owners will ask questions outside the topic of the action being voted on, so we recommend keeping owners on task and limiting the questions to the specific action being voted on, as this question period is not the same thing as open owner forum. 

When the board is ready to take a vote at a virtual meeting, a visual confirmation, such as a head shake or nod or a raised hand, in addition to a verbal confirmation, is recommended to ensure the vote is clear to all those in attendance in the event anyone has technical difficulties or can only see or hear the meeting. 

 

If the board allows for, or the association’s governing documents require, an owner forum, the board should ensure all owners have an opportunity to speak.  When owner forum occurs at virtual meetings, it is easy to allow the discussion to morph into a complaint session or a debate between owners.  Keep in mind you are holding a board meeting, and in order to avoid this pitfall we suggest having a timer and holding each owner to that allotted amount of time.  This avoids the exhausting and unnecessary three-hour virtual board meeting and enables the board to complete the necessary business for the association.  

Executives sessions in a virtual setting present a possible, unique problem because only the board should attend the session, and, when it comes to virtual platforms, there always exists the possibility that a board member may have another person (or owner) in the room with them for the virtual meeting.  As a result, there is no true guarantee the executive session is attended only by the board.  

If there are concerns about this being an issue, we recommend holding executive sessions in person to ensure proper protocol is followed, as opposed to holding it virtually either before or after the open portion of the Board meeting.

A final recommendation for virtual board meetings to consider is a situation where there is expected contention amongst the Board or there are problematic or extremely vocal owners.  If that is the case, we highly recommend having legal counsel attend the meeting, as doing so often keeps the meeting on track.  Legal counsel can assist with running the meeting, time the owners for open forum, and/or moderate the meeting in general to keep it on task.  

Arianne Gronowski was raised in Littleton, Colorado since age 3. She attended undergrad in Boulder at the University of Colorado, obtaining a bachelor’s in political science with a history minor. She earned her JD at the University of Denver Sturm College of Law, and ventured into the world of collections law after graduation. She has many years of experience in litigation, mediation, negotiation, and appellate work, and, as a result, came to us to enjoy the transactional side of law. Arianne has a horse she rides every day and enjoys showing in the jumper ring throughout the year.