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Q: What provisions are required to be included in the articles of incorporation?

A: The articles of incorporation must include the following:


Q: What provisions may be articles of incorporation?

A:  The following provisions may be included in the articles of incorporation:


Q: If the Nonprofit Act conditions any matter on presence in bylaws, when is the condition satisfied?

A:  The condition is satisfied if such provision is present either in the articles of incorporation or bylaws.


Q: If the Nonprofit Act conditions any matter on absence of a provision in bylaws, when is the condition satisfied?

A:  The condition is satisfied only if such provision is absent from both the articles of incorporation and bylaws.


Q:  When is a nonprofit corporation incorporated?

A:  A nonprofit corporation is incorporated when articles of incorporation are filed with the secretary of state.


Q: Who adopts bylaws?

A:  Bylaws may be adopted by:


Q: Is the purpose of a nonprofit corporation very broad?

A: Every nonprofit corporation incorporated under the Nonprofit Act has the purpose of engaging in any lawful business or activity unless a more limited purpose is stated in the articles of incorporation.


Q: What are the general powers of a nonprofit corporation?

A: Unless limited in the articles, the nonprofit corporation has the following powers:


Q: How long does a corporation exist?

A:  A corporation has perpetual duration unless a shorter period is identified in the articles of incorporation.


Q: What is the effect of failing to hold an annual meeting when required by bylaws or in accordance with resolution of the board of directors?

A: Failure to hold an annual or regular meeting at the time and date determined in bylaws does not affect the validity of any corporate action and does not work a forfeiture or dissolution of the nonprofit corporation.


Q:  Who has authority to call a special meeting?

A: The following people have the authority to call a special meeting:

Note: CCIOA Section 308 regarding meetings applies to both pre-CCIOA and post-CCIOA communities and states special meeting may be called by members holding 20% of votes in the association or such lower amount as provided in Bylaws.  Since CCIOA controls over Nonprofit Act and this is a conflict, presumably CCIOA will control.       
                                                                                                               


Q: What is the record date for determining members entitled to notice and vote at special meeting?

 

A: The record date is the later of:


Q: When does the board have to call a special meeting that has been requested by the members?

A: The nonprofit corporation must provide notice of a special meeting within 30 days of the date of receipt of the demand for notice.  


Q: When can the members requesting a special meeting call the meeting?

A: If notice for a special meeting demanded by members is not given by the board within 30 days after the date of delivery of the demands to a corporate officer, a person signing the demand or demands may set the time and place of the meeting and give notice.


Q: What must be included in a written ballot in lieu of a meeting?

A: The solicitation for vote by written ballot must:


Q: Can a written ballot be revoked?

A: A written ballot cannot be revoked unless otherwise provided in the bylaws.


Q:  When is a written ballot valid?

A:  Approval by written ballot is valid when the number of votes exceeds the quorum required to be present at a meeting and the number of approvals equals or exceeds the number of votes required to approve the matter at a meeting.   


Q: What is the procedure by which a member may appoint a proxy?

A: Appointment of proxy is made by:  


Q: When does a proxy appointment become effective and how long is it valid?

A: A proxy is effective against the nonprofit corporation when received and the appointment is valid for 11 months unless a different period is expressly provided.


Q: How can a member revoke a proxy?

A: Appointment of a proxy is revoked by attending a meeting or by signing and delivering to the secretary either a written statement stating appointment of proxy is revoked or a subsequent appointment form.


Q: Does death or incapacity automatically revoke a proxy?

A: Death or incapacity of the member appointing a proxy does not affect the right of the nonprofit corporation to accept the proxy’s authority unless notice of death or incapacity is received before proxy holder exercises authority.


Q: What is the statutory default quorum requirement under the Nonprofit Act?

A: The statutory default quorum requirement is 25% of members present in person or by proxy.

(Note: This provision only applies to pre-CCIOA communities since quorum requirement for post-CCIOA communities only is set forth in CCIOA (10% if > 1000 units and 20% if 1000 units or less.)


Q: Does a member have to stay for the entire meeting to count toward the quorum?

A: No.  Once member is present at meeting, they are deemed present for the entire meeting for purposes of quorum requirement.


Q: For purposes of voting, how many votes are required for matters other than election of directors?

A: For purposes of voting, if quorum is met, other than for voting on directors, votes require majority of those voting.


Q: What are the qualifications of directors?

A: A director must meet the following criteria:


Q: What is the terms of a director if not otherwise provided in the Bylaws?

A: One year.


Q:  If the board decreases the number of directors, can it get rid of a director?

A:  A decrease in the number of directors cannot shorten the term of a director.


Q: What happens when a director’s term expires if a new director cannot be elected (e.g., no quorum at meeting, no volunteers)?

A: Despite expiration of a director’s term, a director continues to serve until the director’s successor is elected, appointed or designated and qualifies or until there is a decrease in the number of directors.


Q: How long does a director serve who is filling a vacancy?

A: Unless otherwise provided in bylaws, a director filling a vacancy serves for balance of unexpired term.


Q: Is cause required to remove a director?

A: No.  Directors may be removed without cause unless bylaws allow removal only for cause.

(Note: Post-CCIOA communities can require no more than 2/3 of the members present and voting at a meeting called for the purpose of removing the director.  Most pre-CCIOA communities allow removal by a majority of all members.)


Q: How many votes are required to remove a director?

A: The number of votes to remove a director must at least equal the number of votes to elect and removal may be only at a meeting called for that purpose.


Q: Can the Board remove a director the board has appointed to fill a vacancy?

A: The board cannot remove a director elected by the board to fill a vacancy.


Q: Unless otherwise provided in the bylaws, if a vacancy occurs, including a vacancy resulting from an increase in the number of directors who fill the vacancy?
 
A: Under the Nonprofit Act:

(Note: Typically bylaws provide for directors to fill vacancy.)


Q: What is the procedure for the board to take action without a meeting?

A: Unless otherwise provided in the bylaws, any action that can be taken at a board meeting can be taken outside a board meeting if written notice is given to each member of the board and each member:


Q: What information must be included in the notice to directors to take action outside a meeting?

A: The notice must state:


Q: When is the proposed action outside a meeting deemed to be taken?

A: Action is taken if at the end of the time stated in the notice the affirmative votes for the action received and not revoked equal or exceed the minimum number of votes that would be necessary to take the action at a meeting at which all of the directors then in office were present and voted.  Action may be taken by email or facsimile transmission.  Writings are to be filed with the minutes of meetings of the board.


Q: What notice is required for board member meetings?

A: Regular meetings of the board may be held without notice of the time, place or purpose of meeting.  As to special meetings, at least two days’ notice is required.


Q: What are the qualifications for officers?

A: The only two qualifications for officers under the Nonprofit Act include the following:


Q: How are officers appointed?

A: Under the Nonprofict Act:


Q: Who is required to keep and maintain records?

A: Board or bylaws shall designate to secretary the obligation to prepare and maintain minutes and other records and information required to be kept by the nonprofit corporation.

 


Q: Can a person hold more than one office?

 

A: The same person may simultaneously hold more than one office in the nonprofit corporation.

 


Q: What are the procedures for resignation and removal of an officer?

 

A: An officer may resign at any time by giving written notice of resignation.  Unless otherwise provided in the bylaws, the board may remove any officer at any time with or without cause.  The bylaws may make provision for removal of officers by members.

 


Q: What are the standards of conduct of directors and officers?

 

A: Duties of directors and officers shall be discharged:

 


Q: How can a director meet the standards of conduct of directors and officers?

 

A: In discharging duties a director or officer is permitted to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:


In the case of a director, a committee of the board of which the director is not a member if the director reasonably believes the committee merits confidence.

 


Q: When is a director not acting in good faith?

 

A: A director is not acting in good faith if the director or officer has knowledge concerning the matter in question that makes reliance otherwise permitted not warranted.

 


Q: What is the status of a director to the nonprofit corporation?

 

A: A director shall not be deemed to be trustee with respect to the nonprofit corporation.

 


Q: What is the definition of an officer under CCIOA that is used for the Nonprofit Act conflicting interest transaction provisions?

 

A: “Officer” means any person designated as an officer of the association and any person to whom the board delegates responsibilities, including a managing agent, attorney or accountant employed by the association.

 


Q:  Who is a party related to a director under the Nonprofit Act?

 

A:  “Party related to a director” means spouse, descendent, ancestor, sibling, the spouse or descendent of sibling, estate or trust in which the director has a beneficial interest or entity in which party related to director is a director, officer, or has a financial interest.

 


Q:  What is a conflicting interest transaction?

 

A:  “Conflicting Interest Transaction” means a contract, transaction or other financial relationship between the association and:

 


Q: When will a conflicting interest transaction be upheld?

 

A: Conflicting interest transactions are not void or voidable, cannot be enjoined or set aside, or give rise to an award of damages or other sanctions in a proceeding by a member solely because the conflicting interest transaction involves an interested director who is present at or participates in the meeting that authorized, approves or ratifies the conflicting interest transaction or solely because the director's vote is counted if:


(Note: Interested directors may be counted in determining presence of a quorum.  No loans shall be made by association to directors or officers.)


Q: When is the nonprofit corporation authorized to indemnify a director?

A: A nonprofit corporation may indemnify person who is party to an action because the person is or was a director if the person’s conduct was in good faith and the person reasonably believed:


Q: When is indemnification prohibited?

A: A nonprofit corporation may not indemnify a director:


Q: When can a nonprofit corporation advance expenses?

A: Expenses may be advanced if:

Under the terms of the Nonprofit Act, a director’s statement is an unlimited general obligation, but need not be secured and may be accepted without reference to financial ability to make repayment.


Q:  Can a director request a court order that a nonprofit corporation indemnify the director?  When will a court order indemnify the director?

A:  Unless otherwise provided in articles, a director may apply for indemnification to the court.  The court may order indemnification if:


Q:  Who determines if the requirements for indemnification have been met?

A: Determination is made by:


Q:  Can a nonprofit corporation indemnify officers, employees, fiduciaries and other agents?

A:  Unless otherwise provided in the articles, officers, employees, fiduciaries and agents may be indemnified to the same extent as directors and may be advanced expenses to the same or greater extent if not inconsistent with public policy and if provided in its bylaws or action of board or voting members, or contract.


Q:  Can a nonprofit corporation indemnify by insurance even if it is not obligated to indemnify?

A:  A nonprofit corporation may purchase insurance to fund indemnification whether or not the nonprofit corporation would have had power to indemnify under the statute.


Q:  What are the default requirements under the Nonprofit Act to amend the articles of incorporation?

A:  Members holding at least 10% of all votes entitled to be cast on the amendment may propose an amendment and:


Q:  When can a board amend the bylaws?

A:  A Board may amend bylaws unless:


Q:  What changes to bylaws require member approval under the Nonprofit Act?

A:  See below:


Q:  What corporate records is a nonprofit corporation required to keep?

(Note:  CCIOA provision on corporate records applies to both pre-CCIOA and post-CCIOA associations and the Nonprofit Act is relevant only to the extent it is supplemental, but not in conflict.  If a community is an exempt community under CCIOA, but its association is a nonprofit corporation, it is subject to corporate records provision of Nonprofit Act.)

A:  A nonprofit corporation is required to keep the following records:

Records must be maintained in written form or in other form capable of conversion into written form within a reasonable time.


Q:  What corporate records are to be kept at the principal office?

A:  The following records are kept at the nonprofit corporation’s principal office:


Q:  What condition may be imposed on corporate records if the association is not subject to CCIOA?

A:  Inspection rights may be conditioned under Nonprofit Act (but not under CCIOA) as follows:


OTHER STATUTES:FEDERAL FAIR HOUSING ACT, COLORADO FAIR HOUSING AND CIVIL RIGHTS ACTS


Q:  What acts are prohibited under the Federal Fair Housing Act??

A:  The following acts are prohibited when based on race, color, religion, sex, familial status or national origin:


Q:  What are three examples of discrimination under the Federal Fair Housing Act and the Colorado Fair Housing Act?

A: The following are considered discriminatory practices:


Q:  What two classes are protected under the Colorado Fair Housing Act that are not addressed in the Federal Fair Housing Act?

A:  Sexual orientation and marital status.


Q:  What is an assistance animal?

A:  An assistance animal is a dog that has been or is being trained as a guide dog, hearing dog or service dog.  An assistance animal may also include an emotional support animal.


MISCELLANEOUS STATUTES: COLORADO CONDOMINIUM OWNERSHIP ACT, RENEWABLE ENERGY GENERATION DEVICES, WATER CONSERVATION, UNAUTHORIZED PRACTICE OF LAW, TELECOMMUNICATIONS ACT


Q:  What type of condominium does the Colorado Condominium Act apply to?

A:  The Colorado Condominium Act applies to all condominiums.


Q:  What is the definition of a unit?

A: A unit consists of any enclosed room or rooms occupying all or part of a floor or floors of a building to be used for residential, professional, commercial or industrial purposes which has access to a public street.    


Q:  What is an interval and time-span estate?

A:  An interval estate is an estate for years terminating on a date certain, during which years title to a time span owner circulates on a fixed schedule and the owner has a vested interest in the same unit.

Time-span estate is an undivided interest in a unit and exclusive right to possession during annually recurring period of time as set forth in deed.  Condominium documents must permit creation of time-share estates.


Q:  What costs are time-span owners responsible for?

A:  Time-span owners are individually responsible for assessments, property taxes and charges with respect to the unit, but only in accordance with their fractional interest.


Q:  The Colorado Titles and Interests in Land Act states that a covenant, restriction or condition that effectively prohibits or restricts installation of a renewal energy generation device is void and unenforceable.  What are renewable energy devices?

A:  Renewable energy devices are:


Q:  May an association adopt any restrictions on renewable energy devices?

A:  Yes.  Associations may adopt reasonable restrictions.  The statute does not preclude:


Q:  Where are owners precluded from placing renewable energy devices?

A:  A person cannot place devices on property:


Q:  What types of restrictions does the Colorado Water Conservation statute have?

A:  The following restrictions or covenants are against public policy and prohibited:


Q:  Although there is no all-inclusive definition of the unauthorized practice of law, what activities are generally prohibited?

A:  Generally prohibited are the following:
Providing legal advice to another person
Selecting legal documents on behalf of another person (unless under supervision and direction of lawyer)
Drafting legal documents on behalf of another (unless under direction and supervision of lawyer)
Interpreting the law as it may apply to another person’s situation
Representing another individual in any legal transaction
Preparing a matter for trial (unless under direction and supervision of lawyer)

Summary: A person who acts in a representative capacity in protecting, defending or enforcing legal rights and duties of another and counseling, advising and assisting in connection with those rights and duties is practicing law.


Q:  What is allowed?

A: Filling out forms that do not require legal skill.


Q:  What types of covenants or restrictions are prohibited under the Telecommunications Act of 1996?

A:  Restrictions that impair installation, maintenance and use of antennas one meter or less used to receive video programming and receive or transmit wireless signals in areas owned by individual or over which they have exclusive use (limited common elements) are prohibited.

(Note: Restrictions on placement on common elements are permissible.)


Q:  Placement preferences that are clearly articulated are permissible provided they comply with certain limitations.  What are the limitations?
 
A:  Restrictions are prohibited if they: