An association’s bylaws govern how the association runs itself. Where the Association Declaration creates the community and binds the property, the bylaws set the internal procedures: the size of the board and the terms of its members, how directors are elected and removed, how officers are chosen, when and how meetings are called, what counts as a quorum, and how the owners vote (including by proxy or by mail ballot).
Why Bylaws Need Attention
Bylaws are where most association disputes begin. A contested election, a meeting held without proper notice, or a decision made in a closed session can each be challenged if the board did not follow its bylaws and the Colorado Common Interest Ownership Act (“CCIOA”). CCIOA sets minimum requirements for open board meetings, notice to owners, the limited subjects which may be discussed in executive session, and owner voting, and those requirements apply even where an association’s older bylaws say otherwise. Most associations are also nonprofit corporations, so the Colorado nonprofit corporation statutes fill in what the bylaws leave out.
Where an association’s bylaws conflict with current law, the board cannot safely follow either one, and a decision made under the wrong procedure is open to challenge by any owner who disagrees with it.
What Elkhorn Law Does
We review the existing bylaws against CCIOA and the nonprofit statutes, and draft amended and restated bylaws that reflect how the association operates and how it is required to operate. We pay particular attention to elections, director terms, quorum and voting thresholds, and officers’ spending authority (e.g., requiring two officers to approve expenses above a set amount). The bylaws are usually amended in the manner the bylaws themselves provide, which is often a vote of the board or the owners, without recording.
Bylaws work together with the association’s Association Policies, and we typically update both at once.