Colorado Law · Meetings & Procedure

Urgent Board Action in Colorado: Special Meetings, Written Action, and the Bylaws

The Colorado Common Interest Ownership Act (CCIOA) does not create an “emergency meeting.” When something breaks at midnight, a Colorado board has two statutory tools: a special meeting that stays open to owners, and, if the association is a nonprofit corporation, written action without a meeting. Some decisions have their own procedures that urgency does not shorten, and those are what a board needs to know before the pipe bursts.

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 Colorado General Assembly (Colorado Revised Statutes 2024), checked against the enacted 2025 and 2026 bills named in this article; later amendments are possible. Consult qualified association counsel regarding legal interpretation specific to your jurisdiction.

The Short Version

The 2024 CCIOA text (C.R.S. §§ 38-33.3-101 to -402) does not use the word “emergency” for board meetings. A Colorado board facing an urgent matter generally works through:

1. A special board meeting. Every regular and special board meeting is open to owners (§ 38-33.3-308(2)(a)), and owners may speak on an issue before the board votes (§ 308(2.5)). How much notice directors get comes from the bylaws. Where the bylaws are silent and the association is a nonprofit corporation, the Nonprofit Act default is at least two days’ notice of the date, time, and place (§ 7-128-203(2)).
2. Action without a meeting under § 7-128-202, for associations organized as Colorado nonprofit corporations, unless the bylaws provide otherwise. Every director gets written notice. The action passes only if enough directors vote yes in writing and no director demands a meeting.
3. Remote participation. Unless the bylaws provide otherwise, a nonprofit-corporation board may hold a meeting by any means that lets all participating directors hear each other (§ 7-128-201(2)).

Some decisions carry their own statutory steps regardless of urgency. CCIOA generally ties a collection referral to a recorded board vote at a meeting, a foreclosure filing to a recorded board resolution, and a fine to notice and an opportunity to be heard. Electing board members is not a board power at all.

What CCIOA Says About Board Meetings

Section 38-33.3-308 is the open-meeting statute. Its board-meeting rules are short:

“All regular and special meetings of the association’s executive board, or any committee thereof, shall be open to attendance by all members of the association or their representatives. Agendas for meetings of the executive board shall be made reasonably available for examination by all members of the association or their representatives.” (§ 38-33.3-308(2)(a))

Subsection (2.5) adds that, notwithstanding the documents, all association and board meetings are open to every owner or designated representative, and that owners must be permitted to speak on an issue before the board votes on it, subject to reasonable time limits and a reasonable number of speakers on each side.

Three points matter for urgent decisions:

• CCIOA has no “special” exception. An urgent special meeting is still a special meeting. It is open, it needs an agenda reasonably available to owners, and owners get to speak before the vote.
• CCIOA does not set an owner-notice period for board meetings. The 10-to-50-day window in § 308(1) applies to meetings of the unit owners. Section 308(2)(b)(I) requires e-mail notice to owners who request it of “all regular and special meetings of unit owners,” and says electronic notice of a special meeting must be given as soon as possible but at least 24 hours before it. As written, that subsection speaks of owners’ meetings, not board meetings. Whether any owner-notice period applies to a special board meeting, and what the bylaws require, are questions to settle with counsel before an emergency, not during one.
• Executive session is limited. A board may close part of a regular or specially announced meeting only for the six subject areas listed in § 308(4). The chair announces the general topic first (§ 308(5)), and no rule or regulation may be adopted in executive session (§ 308(6)). The minutes record that a session was held and its general subject (§ 308(7)).

Route One: The Fast Special Meeting

For most urgent decisions, boards use a special meeting held as soon as the bylaws allow, especially when the decision is controversial, expensive, or likely to be questioned later. An open meeting with owner comment leaves the clearest record.

• Director notice. The bylaws control. If they are silent and the association is a nonprofit corporation, § 7-128-203(2) requires at least two days’ notice of the date, time, and place of a special meeting. The notice need not state the purpose unless the bylaws or the Act require it. Regular meetings may be held without notice under § 7-128-203(1) unless the bylaws say otherwise.
• Waiver. A director may waive notice in writing, before or after the meeting. A director who attends or participates waives notice unless the director objects at the start (or on arrival) and does not then vote for or assent to the action (§ 7-128-204).
• Quorum. Unless the bylaws require a larger share, a board quorum exists if directors entitled to cast 50% of the board’s votes are present at the start, or grant a proxy as allowed by § 7-128-205(4) (§ 38-33.3-309(2)). Director proxies are available only if the bylaws provide for them, must be signed and in writing, and must be directed to a specific proposal (§ 7-128-205(4)).
• Remote attendance. Unless the bylaws provide otherwise, the board may conduct the meeting by phone or video if all participating directors can hear each other, and each is deemed present in person (§ 7-128-201(2)). Owners still have the right to attend and speak. See Virtual and Electronic Board Meetings in Colorado.
• Agenda. Boards typically post or circulate an agenda naming the urgent item, since § 308(2)(a) requires board agendas to be “reasonably available” to owners.

Route Two: Action Without a Meeting Under § 7-128-202

For associations organized as Colorado nonprofit corporations, § 7-128-202 allows any action that could be taken at a board meeting to be taken without one, unless the bylaws provide otherwise. The mechanics are specific:

1. Written notice to every director. It must state the action to be taken, the time by which a director must respond, and that not responding by that time has the same effect as abstaining in writing and not demanding a meeting (§ 7-128-202(2)).
2. Each director responds in writing. A director may vote for, vote against, abstain, or demand in writing that the action not be taken without a meeting. A director may revoke a vote, abstention, or demand in writing before the deadline (§ 202(1), (5)).
3. The action passes only if both tests are met at the deadline. First, the written yes votes must equal or exceed the minimum needed to take the action at a meeting at which all directors then in office were present and voted. Second, no unrevoked written demand for a meeting may have been received (§ 202(3)). In other words, any one director can force the matter to a meeting.
4. E-mail works unless the bylaws say otherwise. Communications may be sent by fax, e-mail, or other wire or wireless means, but they are effective only when received (§ 202(7)).
5. The writings are filed. All writings go in the minutes of the board’s meetings (§ 202(9)). CCIOA separately lists records of actions taken without a meeting, and board members’ written communications and votes directly related to them, among the association records owners may inspect (§ 38-33.3-317(1)).

Note the voting threshold. The statute measures written yes votes against the number needed with every director in office present and voting, not against a majority of those who respond.

Decisions Urgency Does Not Shortcut

An emergency often carries a second decision with its own statute. The common mistake is folding the second decision into the urgent one.

• Referring a delinquency to collections. Section 38-33.3-209.5(1.7)(a)(II) generally provides that an account may be referred to a collection agency or attorney only if a majority of the board votes to refer it in a recorded vote at a meeting conducted under § 308(4)(e), and bars a management company from making the referral without that vote. Because the statute says “at a meeting,” whether written action could ever serve is a question for counsel.
• Foreclosure. Section 38-33.3-316(11)(a)(II) generally requires the board to formally resolve, by recorded vote, to authorize a legal action against the specific unit, and bars delegating that duty to an attorney, insurer, manager, or other person. The statute sets other conditions as well; whether they are met on a particular account is a question for counsel. See the planned Colorado lien and foreclosure article.
• Fines, including safety violations. A fine requires notice and an opportunity to be heard before an impartial decision maker under the association’s written fine policy (§§ 38-33.3-302(1)(k), 209.5(2)). For a violation that threatens public safety or health, the statute provides a 72-hour cure period after written notice, then fines no more often than every other day, and legal action (§ 209.5(1.7)(b)). That is the statute’s own timetable for safety violations; whether a violation threatens public safety or health is a determination counsel should review.
• Rules. A rule may be adopted only in a regular or special meeting, or after the board returns to open session from executive session (§ 308(6)). Urgency does not change that.
• Board seats. The board may not elect board members or set their qualifications, powers, duties, or terms, but it may fill vacancies for the unexpired portion of a term (§ 38-33.3-303(3)(a)). The bylaws typically say how vacancies are filled.
• Suing a builder. Since August 6, 2025 (HB 25-1272), § 38-33.3-303.5 generally requires owner approval by at least 65% of the association’s votes, after statutory notice and an owners’ meeting, before the board files a construction-defect action. See the planned CDARA article.
• The budget. A budget goes through the § 38-33.3-303(4)(a) summary-and-veto process, which an urgent repair does not change.

Closing a Common Element in an Emergency

Emergencies often mean closing a pool, clubhouse, or path. Under HB 22-1040 (effective August 10, 2022), an association may not unreasonably restrict access to common elements, and a maintenance closure may last only as long as needed for safety or structural integrity. For a closure longer than 72 hours, the statute generally requires electronic or written notice to owners as soon as reasonably possible and a posted notice at each access point, each stating the reason, the estimated end, and a phone number or e-mail for questions (C.R.S. § 38-33.3-302.5). That notice is a separate duty from the board-meeting rules. Section 302.5 is not on the § 117 list for pre-1992 communities; its reach to an older community is a question for counsel.

Manager Authority Is Separate

A management agreement often lets the manager respond to emergencies up to a spending limit. That authority comes from the contract, not from CCIOA, and it is not board action. Managers acting for the association are subject to CCIOA to the same extent as the association itself (§ 38-33.3-302(3)(a)), and the statute bars a management company from referring a delinquency without the board’s recorded vote. When the response exceeds the contract limit, the board acts through one of the routes above. Boards commonly review that clause before wildfire and freeze season.

Practical Scenarios

The January Pipe Burst

A riser freezes and bursts in a condominium building on a Saturday night. The manager calls a plumber within the contract limit. By Sunday the mitigation estimate is well above that limit. The bylaws allow action without a meeting. The president e-mails all five directors a § 7-128-202 notice describing the contract and setting a 6 p.m. deadline. Four vote yes, one abstains, and nobody demands a meeting. What the statute lists: under § 7-128-202(3), the count is measured at the deadline against the yes votes needed with all five directors present, and any unrevoked written demand sends the matter to a meeting. The writings go in the minute book, and boards commonly report the action and its cost at the next open meeting. Whether written action suits a particular repair decision, given the owner-comment question below, is for counsel.

The Delinquency That Feels Urgent

During a cash crunch after a loss, a director asks the manager to “send the worst accounts to the attorney today.” Discussion: § 209.5(1.7)(a) generally calls for first contact with the owner and then a majority board vote, recorded, at a meeting, before a referral. The sequence for a particular account is a question for the association’s counsel.

The Director Who Acts Alone

A director signs a vendor contract on a Sunday and tells the vendor it is board-approved. Discussion: one director is not the board; neither statutory route (a meeting or a § 7-128-202 notice to every director) was used. Whether and how a later board vote can ratify the contract is a question for counsel.

Documentation Checklist

• Which route was used (special meeting, remote special meeting, or § 7-128-202 written action) and the bylaw provision that allows it.
• For a meeting: director notice or waivers, the agenda, how owners could attend, and the owner-comment opportunity before the vote.
• For written action: the notice to every director, each written response, any demand or revocation, and the yes-vote count.
• The exact action approved, the known or estimated cost, and the funding source.
• Any follow-up decision with its own statute (collection referral, foreclosure resolution, fine hearing, budget, owner vote) and when it will be taken up.
• Any common-element closure over 72 hours and the notice given.

Frequently Asked Questions

Does Colorado law allow an HOA board to hold an emergency meeting without notice?

CCIOA does not create an emergency-meeting category. Board meetings, regular and special, are open to owners under § 38-33.3-308(2)(a), and owners may speak before a vote under § 308(2.5). Director notice comes from the bylaws or, for nonprofit corporations, the § 7-128-203 default of two days for special meetings. Directors may waive notice under § 7-128-204. What the association’s own bylaws require is a question for its counsel.

Can a Colorado board approve emergency repairs by e-mail?

If the association is a nonprofit corporation and the bylaws do not provide otherwise, § 7-128-202 allows action without a meeting by written notice to every director. Communications may be by e-mail. The action passes only if the written yes votes equal the number needed with all directors present and no director demands a meeting. How that fits with CCIOA’s open-meeting and owner-comment rules for a given decision is a question for counsel.

Can the board refer a delinquent account to the attorney without a meeting?

Section 38-33.3-209.5(1.7)(a)(II) generally provides for referral only by a majority board vote in a recorded vote at a meeting conducted under § 308(4)(e), which permits executive session for delinquency referrals, and bars a management company from referring without that vote. How this applies to a particular account is a question for the association’s counsel.

Can the board adopt an emergency rule in executive session?

Section 38-33.3-308(6) provides that no rule or regulation may be adopted during an executive session; a rule may be validly adopted only during a regular or special meeting or after the board returns to open session. The statute has no emergency exception. Questions about a specific rule go to association counsel.

Do these rules apply to a community created before 1992?

The open-meeting and executive-session rules in § 308(2) to (7) apply to all Colorado common interest communities for board meetings on or after July 1, 1995 (§ 38-33.3-117(4)). The owner right to speak in § 308(2.5) applies to pre-1992 communities from January 1, 2006 (§ 117(1.5)(i)). Which other rules reach a particular older community is a question for counsel. See Does CCIOA Apply to Your Pre-1992 Community?

Key Takeaways

• CCIOA has no emergency-meeting category. Urgent matters go to an open special meeting or, for nonprofit corporations, § 7-128-202 written action. Director notice comes from the bylaws (Nonprofit Act default: two days, waivable).
• Written action needs written yes votes equal to the all-directors-present threshold, and any single director can demand a meeting.
• Collection referrals and foreclosure filings require recorded board votes. Fines require notice and a hearing. Rules cannot be adopted in executive session. The board cannot elect its own members.
• Closing a common element for more than 72 hours carries its own notice requirement (§ 302.5).
• The way written action fits with owner-comment rights is unsettled in published case law. Boards commonly settle their approach with counsel before the emergency.

References & Sources

1. C.R.S. § 38-33.3-308 — Meetings, subsections (1), (2)(a), (2)(b), (2.5), (3)–(7). Colorado Revised Statutes 2024, Title 38. content.leg.colorado.gov — crs2024-title-38.pdf
2. C.R.S. § 38-33.3-309(2) — Board quorum.
3. C.R.S. § 38-33.3-117(1.5)(i), (4) — Application of § 308 to pre-1992 communities.
4. C.R.S. § 38-33.3-301 — Organization of the unit owners’ association.
5. C.R.S. §§ 38-33.3-209.5(1.7)(a), (1.7)(b), (2); 38-33.3-302(1)(k), (3)(a); 38-33.3-302.5; 38-33.3-303(3)(a), (4)(a); 38-33.3-303.5; 38-33.3-316(11)(a); 38-33.3-317(1)(c)–(d).
6. C.R.S. §§ 7-128-201, 7-128-202, 7-128-203, 7-128-204, 7-128-205 — Colorado Revised Nonprofit Corporation Act, board meetings and action. content.leg.colorado.gov — crs2024-title-07.pdf
7. HB 22-1040, Home Owners’ Reasonable Access to Common Areas (ch. 93, effective August 10, 2022). leg.colorado.gov/bills/hb22-1040
8. HB 22-1137, HOA Board Accountability and Transparency (ch. 367, effective August 10, 2022). leg.colorado.gov/bills/hb22-1137
9. HB 25-1272, Construction Defects & Middle Market Housing (ch. 183, effective August 6, 2025). leg.colorado.gov/bills/hb25-1272

Related Resources & Additional Reading from the CIC-SC Library

• Virtual and Electronic Board Meetings in Colorado — remote participation, written ballots, and electronic proxies.
• Colorado Board Meetings Under § 38-33.3-308 — the full open-meeting and executive-session framework.
• Executive Session: When to Use It and When You Can’t — closed-session discipline.
• The Walking Quorum — why decisions by text thread create risk.
• Urgent Board Action in Texas and Emergency Board Meetings in Florida — the other state frameworks.

Tags: Colorado urgent board action · CCIOA § 38-33.3-308 · special board meeting · action without a meeting · C.R.S. § 7-128-202 · owner right to speak · executive session · collection referral vote · common element closure · Colorado HOA governance · meeting procedure

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.