Colorado Law · Board Fundamentals

The Colorado Revised Nonprofit Corporation Act: What HOA Boards Must Know

A Colorado association board answers to two statutes at once. The Common Interest Ownership Act governs the community. The Colorado Revised Nonprofit Corporation Act governs the corporation, if the association is one. Most of the time they fit together. Where they do not, CCIOA says it wins. Knowing which statute supplies a rule is what matters when the bylaws are silent.

Educational notice. This information is educational in nature and should not be construed as legal advice. Statutory language is quoted from the Colorado Common Interest Ownership Act and the Colorado Revised Nonprofit Corporation Act as published by the Office of Legislative Legal Services at the time of writing. Consult qualified association counsel regarding legal interpretation specific to your jurisdiction.

Verified against the Colorado Revised Statutes 2024 (OLLS uncertified printout). CICSC has not confirmed whether the 2025 or 2026 sessions amended the Nonprofit Act sections discussed here.

The Bottom Line

• The Act. Articles 121 to 137 of Title 7 “shall be known and may be cited as the ‘Colorado Revised Nonprofit Corporation Act’” (C.R.S. § 7-121-101).
• Whether it applies depends on entity choice. CCIOA requires the association to be organized “as a nonprofit, not-for-profit, or for-profit corporation or as a limited liability company” under Colorado law, no later than the date the first unit is conveyed (§ 38-33.3-301). The Nonprofit Act is the corporate statute for an association organized as a Colorado nonprofit corporation.
• CCIOA controls in a conflict. “To the extent that provisions of this article conflict with applicable provisions in … the ‘Colorado Revised Nonprofit Corporation Act’ … the provisions of this article shall control” (§ 38-33.3-319).
• CCIOA borrows the Nonprofit Act in specific places: the reserve-investment standard, committees, proxies, board conflicts of interest, and certain records.
• One Nonprofit Act provision expressly excludes CCIOA associations. The open-meeting rules for “residential nonprofit corporations” in § 7-128-203(3) do not reach a unit owners’ association subject to CCIOA, because the definition excludes it (§ 7-121-401(33.5)(b)(I)). CCIOA’s own § 38-33.3-308 governs those meetings.

Operational Context: Two Statutes, One Board

A useful way to read the two statutes together:

1. Start with CCIOA. If CCIOA speaks to the issue and the community is covered by that section, CCIOA’s rule applies, and under § 319 it controls over a conflicting Nonprofit Act provision.
2. Check for a CCIOA cross-reference. Several CCIOA sections direct the board to a Nonprofit Act section, sometimes with CCIOA-specific definitions.
3. Read the governing documents. Many Nonprofit Act rules are defaults that apply “unless otherwise provided in the bylaws” or the articles.
4. Fall back to the Nonprofit Act default where CCIOA and the documents are silent.

This matters when the bylaws do not say how officers are chosen or whether a director may join by phone. Where the order of the statutes decides a real question, counsel can confirm it.

Confirming What Kind of Entity the Association Is

Because § 38-33.3-301 permits several entity types, the first step is confirming what the association actually is. The articles of incorporation and the association’s record with the Colorado Secretary of State answer that. Two related points:

• Failure to incorporate does not end the community. Under § 301, the association’s failure to incorporate or organize as an LLC “will not adversely affect either the existence of the common interest community for purposes of this article or the rights of persons acting in reliance upon such existence, other than as specifically provided in section 38-33.3-316.” Section 301 adds that neither the choice of entity nor the organizational structure affects the association’s substantive rights and obligations under CCIOA.
• Periodic reports. The Nonprofit Act applies the periodic-report requirements of Title 7, Article 90, Part 5 to domestic nonprofit corporations (§ 7-136-107), and CCIOA lists the most recent Secretary of State report among the association records owners may inspect (§ 38-33.3-317(1)).

Pre-1992 communities: § 301 applies to communities created before July 1, 1992 for events on or after January 1, 2006 (§ 38-33.3-117(1.5)(f)), and § 319 applies to them from July 1, 1992 (§ 117(1)(l)).

Where CCIOA Borrows the Nonprofit Act

In § 303(2.5) and § 310.5, CCIOA supplies its own definitions for the borrowed section: “corporation” means the association, “director” means an executive board member, and “officer” includes anyone to whom the board delegates responsibilities under CCIOA, including a managing agent, attorney, or accountant.

The Open-Meeting Provision That Does Not Apply

Section 7-128-203(3) sets open-meeting, owner-comment, and executive-session rules for the board of a “residential nonprofit corporation.” The definition of that term in § 7-121-401(33.5)(b)(I) states that it “does not include” a “unit owners’ association or any other entity subject to the ‘Colorado Common Interest Ownership Act’ … regardless of whether it was formed before, on, or after July 1, 1992.”

For a CCIOA association, the parallel rules are in § 38-33.3-308: board and committee meetings open to owners, agendas reasonably available, owners permitted to speak before the board votes, executive session limited to listed topics, and no rule adopted in executive session. Those rules reach all CCIOA communities, including those created before 1992 (§ 117(4)). See Colorado Board Meetings Under § 38-33.3-308.

This matters when a manager or director circulates Nonprofit Act meeting guidance written for other residential corporations. For a CCIOA association, the meeting statute to read is § 308.

Members and Members’ Meetings

• Annual meeting. Unless the bylaws eliminate the requirement, a nonprofit corporation with voting members holds an annual meeting; failure to hold it at the set time does not affect the validity of corporate action (§ 7-127-101). CCIOA separately requires owners’ meetings at least once each year (§ 38-33.3-308(1)).
• Notice. The Nonprofit Act treats notice as fair and reasonable if given no fewer than 10 days (or 30 days if mailed by other than first-class or registered mail) and no more than 60 days before the meeting (§ 7-127-104(3)(a)). CCIOA requires owners’-meeting notice 10 to 50 days before the meeting, stating the time, place, agenda items, the general nature of any proposed declaration or bylaw amendment, any budget changes, and any proposal to remove an officer or board member (§ 38-33.3-308(1)). Where the two differ, § 319 provides that CCIOA controls to the extent of the conflict; how that applies to a particular notice is a counsel question. For communities created before July 1, 1992, § 308(1) applies to events on or after January 1, 2006 (§ 117(1.5)(i)).
• Remote participation. Unless the bylaws provide otherwise, members may participate in, or a meeting may be conducted through, any means by which all participants can hear each other, and participants are deemed present in person (§ 7-127-108).
• Action without a meeting. Unless the bylaws provide otherwise, members may act by unanimous written consent, with all writings received within 60 days of the earliest (§ 7-127-107), or by written ballot delivered to every voting member, which is valid only if ballots cast meet the meeting quorum and approvals meet the meeting threshold (§ 7-127-109).
• Proxies. The Nonprofit Act permits proxies by signed form or electronic transmission (§ 7-127-203). CCIOA adds its own proxy rules, including that a proxy terminates 11 months after its date unless it states an earlier date (§ 38-33.3-310(2)).

Directors

• Board required. Unless the articles provide otherwise, each nonprofit corporation has a board of directors, and corporate powers are exercised by or under its authority (§ 7-128-101).
• Qualifications. A director must be an individual; the bylaws may prescribe other qualifications; a director need not be a Colorado resident or a member unless the bylaws so require (§ 7-128-102). Under CCIOA, the board itself may not determine board qualifications (§ 38-33.3-303(3)(a)).
• Number. The Nonprofit Act requires one or more directors as stated in or fixed under the bylaws (§ 7-128-103). CCIOA requires that, not later than the end of declarant control, owners elect a board of at least three members, at least a majority of whom must be unit owners other than the declarant or designated representatives of those owners (§ 38-33.3-303(7)).
• Terms. If the bylaws state no term, each director’s term is one year; a director continues to serve after the term expires until a successor is elected, appointed, or designated and qualifies (§ 7-128-105(1), (5)).
• Removal. The Nonprofit Act has its own removal procedure (§ 7-128-108). CCIOA provides that owners may remove any board member, with or without cause, by a vote of 67% of the persons present and entitled to vote at a meeting at which a quorum is present, excluding declarant appointees and class-elected members (§ 38-33.3-303(8)). Where those procedures differ, § 319 is the starting point, and the interaction in a particular removal is a counsel question. Section 117 does not list § 303(3)(a), (7), or (8) for communities created before July 1, 1992; their reach to those communities is also a counsel question.

Board Meetings and Action Without a Meeting

• Remote participation. Unless the bylaws provide otherwise, the board may permit any director to participate by any means by which all participating directors can hear each other; a director participating that way is deemed present in person (§ 7-128-201(2)).
• Notice defaults. Unless the Act or bylaws provide otherwise, regular board meetings may be held without notice, and special meetings require at least two days’ notice of date, time, and place (§ 7-128-203(1)–(2)). These are director-notice defaults. Owner access to CCIOA board meetings is governed by § 38-33.3-308(2)(a) and (2.5). The e-mail notice provision in § 308(2)(b)(I), including its sentence requiring electronic notice of a special meeting at least 24 hours in advance, is written for “meetings of unit owners”; whether it reaches board meetings is a question for counsel.
• Action without a meeting. Section 7-128-202 provides a written-notice procedure for board action without a meeting. CCIOA treats board communications and votes directly related to that action as association records (§ 38-33.3-317(1)(d)). See Urgent Board Action in Colorado.
• Committees. Unless the bylaws provide otherwise, creating a board committee and appointing directors to it requires approval by the greater of a majority of directors in office or the number the bylaws require to act (§ 7-128-206(2)). Under CCIOA, committees are appointed under the governing documents or, if they are silent, under § 7-128-206, and anyone appointed after August 15, 2009 to chair a committee must meet the board’s own qualifications (§ 38-33.3-303(3)(b)).

Officers

Unless the bylaws provide otherwise, a nonprofit corporation has a president, a secretary, a treasurer, and other officers the board designates. An officer must be at least 18 and need not be a director or member unless the bylaws require it, and one individual may hold more than one office (§ 7-128-301(1), (4)). The bylaws or board must assign responsibility for minutes and records (§ 7-128-301(3)). Each officer has the authority and duties stated in the bylaws or prescribed by the board (§ 7-128-302), and unless the bylaws provide otherwise, the board may remove any officer at any time, with or without cause (§ 7-128-303(4)).

Standards of Conduct, Liability Limits, and Conflicts

The Nonprofit Act’s director provisions are where most board questions land:

• § 7-128-401 sets the standard of conduct (good faith, ordinarily prudent care, reasonable belief in best interests) and the right to rely on officers, counsel, accountants, and committees. CCIOA applies it expressly to reserve investment.
• § 7-128-402 lets the articles eliminate or limit a director’s monetary liability for breach of fiduciary duty, with listed exceptions, and protects directors and officers from personal liability for employee torts absent personal involvement or a crime.
• § 7-128-501 governs conflicting-interest transactions and bars loans to directors and officers. CCIOA applies it to the executive board through § 38-33.3-310.5.

See Director Liability in Colorado and Director Conflicts of Interest in Colorado.

Indemnification and Insurance

• CCIOA power. The association may provide for indemnification of its officers and executive board and maintain directors’ and officers’ liability insurance (§ 38-33.3-302(1)(m)).
• Permissive indemnification. A nonprofit corporation may indemnify a director made a party to a proceeding if the director acted in good faith, reasonably believed official-capacity conduct was in the corporation’s best interests (and other conduct at least not opposed to them), and, in a criminal proceeding, had no reasonable cause to believe the conduct unlawful (§ 7-129-102(1)).
• Insurance. A nonprofit corporation may purchase insurance for directors, officers, employees, fiduciaries, and agents whether or not it could indemnify them for the same liability (§ 7-129-108).

Article 129 contains further provisions on advances, court-ordered indemnification, determination and authorization, and member notice (§§ 7-129-104 to 7-129-110). How they operate for a particular association depends on its articles and bylaws; this article does not summarize them.

Records

The Nonprofit Act has its own records article (§§ 7-136-101 et seq.). CCIOA states that the records it lists in § 38-33.3-317(1), together with records defined in the declaration or bylaws or required by § 209.4(2), “shall be deemed to be the sole records of the association for purposes of document retention and production to owners.” CCIOA also sets the owner inspection procedure, the grounds for withholding, copy charges, and a statutory penalty for failing to allow inspection (§ 317(2)–(4.5)). For owner access in a CCIOA association, § 317 is the starting point. See Colorado HOA Records Under § 38-33.3-317.

Why This Matters

A volunteer board member may experience this as a contradiction: the bylaws say one thing, a corporate guide says another, and CCIOA says a third. The mistake boards can make here is to treat whichever source they read first as the rule. The better question for boards is which statute governs this issue for this association, and whether CCIOA overrides the default.

Best-Practice Guidance

These are practices boards commonly use. None is a legal requirement or advice about a particular association.

1. Entity and standing confirmed each year.

Boards commonly confirm the association’s entity type and status with the Secretary of State, calendar the periodic report, and keep the most recent report with the association’s records.

2. Bylaws read against both statutes.

Many bylaws predate CCIOA amendments. A counsel review of provisions CCIOA may displace (meeting notice, removal, proxies, executive session) is a common step.

3. A deliberate meeting-conduct policy.

The § 209.5(1)(b)(III) policy may refer to the nonprofit code or recognized rules of order. Naming the source in the policy removes guesswork during a contested meeting.

4. Action without a meeting documented.

CCIOA treats the related written communications and votes as records under § 317(1)(d).

5. Director protections reviewed with counsel.

Whether the articles contain a § 7-128-402 liability limit and what the bylaws say about indemnification are document questions for counsel; coverage questions go to the association’s broker.

Common Mistakes & Pitfalls

Frequently Asked Questions

Does the Colorado Revised Nonprofit Corporation Act apply to my HOA?

It applies to an association organized as a Colorado nonprofit corporation. CCIOA permits nonprofit, not-for-profit, or for-profit corporations or LLCs (§ 38-33.3-301), so the articles of incorporation and the Secretary of State record show which statute is the association’s corporate law. Counsel can confirm how it applies.

What happens when CCIOA and the Nonprofit Act conflict?

Section 38-33.3-319 provides that CCIOA controls to the extent of the conflict. Whether two provisions actually conflict on a given question is a matter for association counsel.

Do the “residential nonprofit corporation” open-meeting rules apply to a Colorado HOA?

The definition of “residential nonprofit corporation” in § 7-121-401(33.5)(b)(I) excludes a unit owners’ association or other entity subject to CCIOA, whenever formed. For those associations, CCIOA § 38-33.3-308 contains the open-meeting rules. Whether a particular entity is subject to CCIOA is a question for counsel.

Can directors attend board meetings by phone or video?

Unless the bylaws provide otherwise, § 7-128-201(2) permits participation by any means through which all participating directors can hear each other. Owners’ access to the meeting is governed by § 38-33.3-308. The bylaws, and counsel, address the specifics.

Who are the required officers?

Under § 7-128-301, unless the bylaws provide otherwise, a nonprofit corporation has a president, a secretary, and a treasurer, each at least 18, and one person may hold more than one office. CCIOA § 38-33.3-303(7) provides that the executive board elects the officers. The bylaws control many details; counsel can confirm them.

Actionable Takeaways

• The Nonprofit Act is Title 7, Articles 121 to 137; it governs an association organized as a Colorado nonprofit corporation.
• CCIOA controls in a conflict (§ 38-33.3-319).
• CCIOA borrows specific Nonprofit Act sections for reserve investment, committees, proxies, conflicts, and certain records.
• The residential-nonprofit open-meeting rules in § 7-128-203(3) exclude CCIOA associations; § 308 governs.
• Many Nonprofit Act rules are bylaw defaults; the bylaws, CCIOA, and the default are read together.

References & Sources

1. Colorado Revised Nonprofit Corporation Act, C.R.S. §§ 7-121-101, 7-121-401(32.5), (33.5), 7-127-101, -104, -107, -108, -109, -203, 7-128-101 to -105, -108, -201 to -203, -206, -301 to -303, -401, -402, -501, 7-129-102, -108, 7-136-107. Colorado Revised Statutes 2024, Title 7. content.leg.colorado.gov — crs2024-title-07.pdf
2. Colorado Common Interest Ownership Act, C.R.S. §§ 38-33.3-117, -209.5(1)(b)(III), -301, -302(1)(m), -303(2.5), (3), (7), (8), -308, -309(2), -310(2), -310.5, -317, -319. Colorado Revised Statutes 2024, Title 38. content.leg.colorado.gov — crs2024-title-38.pdf

Related CIC-SC Resources

• Director Liability in Colorado: The “Wanton and Willful” Standard
• Director Conflicts of Interest in Colorado
• Where Board Authority Comes From
• Texas Business Organizations Code Chapter 22 — the Texas counterpart.

Tags: Colorado Revised Nonprofit Corporation Act · C.R.S. Title 7 · CCIOA § 38-33.3-319 · HOA nonprofit corporation · residential nonprofit corporation · officers · director removal · indemnification · Colorado HOA governance

Disclaimer. This article is published by the Common Interest Community Standards Council for educational and informational purposes only. It is not legal advice and does not establish an attorney-client relationship. Statutory references and procedural frameworks are intended to support informed governance, not to substitute for advice from qualified Colorado legal counsel. Boards and managers should consult their association’s attorney about the application of any statute, governing-document provision, or governance decision to their specific circumstances. CIC-SC, its authors, and its members assume no liability for actions taken in reliance on this content.

Published by the Common Interest Community Standards Council (CICSC). Part of the CICSC Member Education Library. © 2026 CICSC. Educational use permitted with attribution.