An annual meeting takes planning and preparation but it also takes compliance with laws and governing documents to make it “legal.” This article discusses ten areas of concern to ensure that your association’s annual meeting is legal.

1.  Requirement
               
If your community was created prior to July 1, 1992, Colorado law requires an annual meeting unless your documents eliminate this requirement. If your community was created after July 1, 1992, Colorado law requires an annual meeting even if your documents attempt to eliminate this requirement.
 
2.  Action to be taken
               
The primary purpose of an annual meeting is to elect directors. Colorado law does not require any specific action to be taken at an annual meeting. However, such requirements are generally contained in the association’s bylaws.

3.  Check your documents
               
Governing documents of the association, generally the bylaws, should contain the requirements of holding the annual meeting. Commonly, the bylaws will set forth when and where the annual meeting is to be held, notice requirements for the meeting and what happens at the meeting. Therefore, it is important to check your documents prior to commencing with preparation for the annual meeting.
 
4. Date, place and time
               
Date, place and time of the annual meeting is often set forth in the bylaws. If your bylaws are silent, the Board may determine the date, place and time of the meeting by resolution. If the Board has not adopted such a resolution, the annual meeting must be held at the association’s principal place of business as on file with the Secretary of State.
 
5. Notice
               
Notice must be given according to the governing documents. However, if the documents are silent as to the requirements pertaining to notice of an annual meeting, Colorado law requires that “reasonable” notice be given to all the owners. Notice will be considered reasonable if it is provided to owners 10 - 50 days before the meeting, provides the time, place and date of the meeting and contains an adequate description of matters to be approved by the members.
 
6. Proxies

A proxy is written authorization appointing another person to represent and vote on behalf of an owner at a meeting. Colorado law allows the use of proxies unless the bylaws provide otherwise. Proxies may be general or directed. A general proxy allows the appointed individual to vote as he/she deems appropriate. A directed proxy, on the other hand, directs the appointed individual how to vote. Proxies are effective for 11 months unless the bylaws, or the proxy itself, provide otherwise. A proxy may be revoked any time. The use of proxies can assist the association in obtaining a quorum.

7.  Quorum

A quorum is the minimum number of members that must be present at a meeting, in person or by proxy, for business to be transacted at that meeting. Quorum requirements are generally set forth in the bylaws. If your bylaws are silent on this issue, quorum will be 25% for all communities created prior to July 1, 1992. Communities created after July 1, 1992, that are smaller than 1,000 units will have a quorum of 20%. Communities created after July 1, 1992, that have more than 1,000 units, will have a quorum of 10%. If quorum is not obtained at the meeting date, the meeting must be adjourned to another date.
 
8. Conducting annual meetings

An efficient means of registration should be set up outside the meeting area so that it is possible to monitor which owners attend the meeting and are eligible to vote. The meeting should be conducted in accordance with the agenda. There is no Colorado law on what the agenda must contain. However, it is a good idea for the agenda to include the meeting place, date and time, call to order, proof of quorum, proof of notice, approval of previous minutes, election, officer reports, budget, open forum, voting results and adjournment. Rules of conduct may be adopted prior to the meeting to ensure the meeting runs smoothly.
 
9.  Ballots
               
Unless your bylaws provide otherwise, written ballots should be used by members to cast their votes. Use of written ballots provide a record of the results and enables the association to precisely tabulate the results of the vote. 

10.  Retaining ballots and proxies
               
Colorado law does not require that ballots and proxies be retained for a specific period of time. However, the board should adopt a retention policy which sets forth a time frame for how long such records will be retained.