Sometimes unexpected things happen that require the special attention and input of the members of your Association. If a matter pops up that can’t wait until the next annual meeting, a special meeting is in order. When this happens, the question we often are asked by Boards and managers is: What type of notice must we give the members before a special meeting?
Both the Colorado Common Interest Ownership Act (“CCIOA”) as well as the Colorado Revised Nonprofit Corporation Act (“Nonprofit Act”) contain provisions with regard to notices of special meetings of members. CCIOA applies only to Associations created within the state after July 1, 1992. In addition to providing the procedure for calling a special meeting and the time frame for notice of such a meeting (no sooner than 50 days and no later than 10 days), CCIOA requires that notice of a special meeting contain:
- the time and place of the meeting
- the items on the agenda, including the general nature of any proposed amendment to the declaration or bylaws,
- any budget changes, and
- any proposal to remove an officer or member of the executive board.
The provision in the Nonprofit Act applies to all incorporated Associations. It provides the procedure for calling a special meeting and the time frame for notice of such a meeting. Additionally, it provides that only business within the purpose or purposes described in the notice of the meeting may be conducted at a special meeting of the members. Therefore, the notice must state with particularity those items that will be voted on or otherwise discussed at the meeting. If not so stated, a member may prevail on a challenge to any action taken at the meeting.
The Board should refer to its governing documents as well as the above referenced statutes with regard to the percentage of members that are required to request a special meeting of the members as well as for the time frame and method with which the notices must be sent to the members. The Bylaws may also contain other requirements for giving notices of special meetings.