Aaron J. Goodlock - April 7, 2020

The COVID-19 pandemic is quickly re-shaping how homehomeowner associations and condominium associations conduct business, causing many board members, managers and community leaders to rethink how meetings are held.

As the health and environmental landscape continues to change daily, many associations have already begun conducting meetings remotely for the reasonably foreseeable future – and possibly beyond. While certain “non-essential” HOA functions can be postponed or deferred until future dates, other matters, such as reviewing and approving contracts, approving payments to vendors, and even electing board members are all integral components of an HOA’s operation and success.

Conducting meetings electronically – via audio/video conference – allows associations to continue to operate and perform necessary functions amidst the dynamic turmoil of the current global crisis.

With that said, however, why should such meetings be limited to times of emergency or catastrophe? In fact, the recent surge to operating remotely may have long-term implications on the manner in which many communities operate, including adding momentum to an existing (and growing) trend of conducting business electronically. For example, many resort and vacation communities have owners and board members who live out-of-state or are spread across multiple states or countries, for whom conducting business electronically is essential for daily operation. Moreover, even in predominately owner-occupied communities, board members’ and owners’ work, travel and family schedules may not always align to allow them to attend in-person meetings.

As more communities continue to implement procedures for board members and/or owners to participate in meetings electronically, there are a number of important factors for associations to consider.

There are numerous options for conducting business outside of a physical meeting – including by email, over the phone, or by video conference.

The Colorado Common Interest Ownership Act (“CCIOA”) does not expressly address electronic meetings. 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.

For audio and video conferencing, there are numerous software and online platforms to host member meetings and board meetings, including for example, Zoom, Skype, GoToMeeting, Microsoft Teams, and freeconferencecall.com, among others. Each platform typically boasts a variety of features, depending upon the size and needs or your particular community. Additionally, there are third party service providers that offer electronic (online) voting and election monitoring for HOA member meetings. Examples include www.votehoanow.com and www.surveyandballotsystems.com, but there are numerous others as well.

If your association is considering hosting meetings electronically, there are a number of factors to consider, including:

  • Access to the meeting. All owners and /or board members should have the ability to access the meeting. Most virtual meeting platforms allow members to participate via the internet or through a separate, dedicated phone number. For members who may not have access to the internet, it’s important to have a dedicated phone line for members to call in. In addition, many platforms have developed apps to allow users to have access to the meeting through virtually any electronic device and/or operating system (e.g., smartphones, desktops, laptops, tablets, or other smart devices).
  • Participation. In addition to access, all owners and/or board members must have the ability to participate in the meeting at such times as are appropriate during the meeting. Different platforms have different features to allow for participation. For example, some platforms provide “chat” functions to allow members to submit questions or comments online during the meeting. Some platforms also permit the host to “mute” or limit discussion/participation by members during certain business portions of the meeting through a “listen only” mode.

    Another factor to consider is the number of meeting participants and the anticipated length of the meeting. Although there are numerous free audio/video conferencing platforms, most free services are limited to relatively small number of participants (e.g., 10-15) and meetings of relatively short length (e.g., less than 30 minutes). For meeting such as annual meetings, which tend to be longer and are likely to include greater numbers of participants, the association will likely have to pay for the conferencing service.
  • Voting. If a vote is scheduled to occur at the meeting, consider whether the platform is designed to support voting. As mentioned above, there are numerous electronic/online voting service providers that work specifically with HOAs and are familiar with the voting requirements in many jurisdictions. Some platforms allow owners to login or join the meeting electronically and vote “live” (in real-time) during the meeting. Other platforms require that electronic votes be submitted online or via email in advance of the meeting, and the host or service provider will tabulate the votes to be announced during or after the meeting.
  • Executive Session. If a board meeting agenda includes an executive session (e.g., to consult with the association’s attorney regarding pending litigation), the association should ensure that the platform supports meeting in a closed session which can then be opened back up to owners following the executive session. Some, but not all, platforms allow boards to convene in executive session and then return to the open meeting without having to set up separate links or phone numbers which can otherwise be cumbersome. For example, some platforms and voting service providers allow associations to create separate “virtual meeting rooms” that can only be accessed by credentialed participants, after verifying a password and/or other means of authentication (i.e. two-factor authentication).
  • Security protocols. Whenever business is being conducted electronically, there are inherent cybersecurity risks. Accordingly, associations should consider steps to ensure that reasonable security measures are in place. Most platforms provide at least limited protections to help combat cyber risks. For example, most electronic voting service providers require owners to login through a separate “owner’s portal” via a link and/or credentials set up by the host or service provider. However, the level of security protection can vary significantly depending on the platform and/or service provider. As a general rule, paid options typically offer enhanced security protection compared to most free services.

In addition to security features that may be offered by the host or service provider, associations and owners should also take additional steps to mitigate online security risks. For example, associations should only utilize secured networks for hosting online meetings (versus public wifi networks or other unsecured networks).

Whether the current, proliferated use of virtual meetings in response to the COVID-19 outbreak will continue after the crisis is over remains to be seen. However, it seems fair to suggest that electronic/online meetings are here to stay, and is likely to continue to rise in popularity as an increasing number of states continue to enact legislation endorsing the use of technology and electronic means for conducting business.

Associations that conduct meetings electronically, or are thinking of doing so, should adopt and implement policies regarding how those meetings will be conducted, including how members can participate at those meetings. In Colorado, most associations should have existing conduct of meetings policies, which may be amended or updated to address the nuances of virtual meetings.

Although there are advantages and disadvantages to conducting business remotely, in many cases technology can be utilized to enhance communication, participation and transparency within communities. Even when associations resume “business as usual”, it may be worth considering streaming or hosting meetings online for the benefit of members in addition to allowing in-person attendance. For additional information, contact your association’s attorney.

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