C.R.S. §38-33.3-303
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Executive board members and officers - powers and duties - reserve funds - reserve study - audit
Governs the composition, powers, fiduciary standards, declarant-control transition, and budget-and-audit process of the Colorado HOA/condo executive board. Subsection (1) gives the board residual authority to act on behalf of the association and entitles every board member to all association information. Subsection (2) imposes a fiduciary duty on declarant-appointed board members and a wanton-and-willful-acts-only liability standard for owner-elected board members. Subsection (4)(a) sets the budget ratification procedure — board mails proposed budget summary to all owners within 90 days, owner meeting scheduled, budget deemed approved absent a majority veto. Subsection (4)(b) imposes audit-and-review requirements (audit required only when revenues/expenditures ≥ $250,000 AND 1/3 of owners request; review required when 1/3 of owners request). Subsection (5) sets declarant-control termination thresholds. Subsection (9) is the turnover document delivery checklist.
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Statutory Text
Verified Sep 5, 2026 · olls-title38-pdf
38-33.3-303. Executive board members and officers - powers and duties - reserve funds - audit. (1) (a) Except as provided in the declaration, the bylaws, or subsection (3) of this section or any other provisions of this article, the executive board may act in all instances on behalf of the association. (b) Notwithstanding any provision of the declaration or bylaws to the contrary, all members of the executive board shall have available to them all information related to the responsibilities and operation of the association obtained by any other member of the executive board. This information shall include, but is not necessarily limited to, reports of detailed monthly expenditures, contracts to which the association is a party, and copies of communications, reports, and opinions to and from any member of the executive board or any managing agent, attorney, or accountant employed or engaged by the executive board to whom the executive board delegates responsibilities under this article. (2) Except as otherwise provided in subsection (2.5) of this section: (a) If appointed by the declarant, in the performance of their duties, the officers and members of the executive board are required to exercise the care required of fiduciaries of the unit owners. (b) If not appointed by the declarant, no member of the executive board and no officer shall be liable for actions taken or omissions made in the performance of such member's duties except for wanton and willful acts or omissions. (2.5) With regard to the investment of reserve funds of the association, the officers and members of the executive board shall be subject to the standards set forth in section 7-128-401, C.R.S.; except that, as used in that section: (a) "Corporation" or "nonprofit corporation" means the association. (b) "Director" means a member of the association's executive board. (c) "Officer" means any person designated as an officer of the association and any person to whom the executive board delegates responsibilities under this article, including, without limitation, a managing agent, attorney, or accountant employed by the executive board. (3) (a) The executive board may not act on behalf of the association to amend the declaration, to terminate the common interest community, or to elect members of the executive board or determine the qualifications, powers and duties, or terms of office of executive board members, but the executive board may fill vacancies in its membership for the unexpired portion of any term. (b) Committees of the association shall be appointed pursuant to the governing documents of the association or, if the governing documents contain no applicable provisions, pursuant to section 7-128-206, C.R.S. The person appointed after August 15, 2009, to preside over any such committee shall meet the same qualifications as are required by the governing documents of the association for election or appointment to the executive board of the association. (4) (a) (I) Within ninety days after adoption of a proposed budget for the common interest community, the executive board shall mail, by first-class mail, or otherwise deliver, including posting the …
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Compliance
| Ref | Requirement |
|---|---|
| (4)(b)(V) | An association with time-share units in it is outside this audit and review regime entirely, however large it is and however many owners petition. |
Financial
| Ref | Requirement |
|---|---|
| (4)(a) | The board sets the budget, sends a summary to all owners within 90 days, schedules an owner meeting, and the budget passes silently unless a majority of owners affirmatively veto it at that meeting. If owners veto, the last good budget rolls forward. Owners don't have to vote yes — they have to vote no, and most never do, so most budgets pass. |
| (4)(a)(I) | Ninety days from adoption to the summary reaching owners, and posting it on the association website counts as delivery. Colorado sets no fixed window for the meeting itself -- it is a reasonable time, or whatever the bylaws allow. |
| (4)(a)(II)(A) | Colorado owners do not vote a budget in; they vote it down or it passes. The veto takes a majority of all unit owners, not a majority of those at the meeting, and quorum is irrelevant. |
| (4)(a)(II)(B) | An older community with a capped assessment is outside the veto procedure so long as the budget stays under the cap. Both conditions have to hold. |
| (4)(b) | Colorado HOAs are NOT required to commission annual audits or reviews automatically. An audit happens only when the HOA is large (>$250K revenue) AND a third of owners formally request one. A review (cheaper, less rigorous) requires only the third-of-owners trigger. Small HOAs can operate with internal financials only — but they still must produce the §209.4(2)(d) annual financial statement. |
| (4)(b)(I) | A Colorado review does not require a CPA. An audit does. The reviewer needs a basic grounding in accounting and independence from the association, and the statements may be GAAP, cash, or tax basis. |
| (4)(b)(II) | Both, not either. The money test is revenues or expenditures -- whichever is higher clears it -- and it does nothing on its own. Without a request from the owners of at least one-third of the units there is no audit duty at any size. |
| (4)(b)(II)(A) | Either figure clears it. An association spending $250,000 against smaller revenues meets this condition, and so does the reverse. On its own the condition requires nothing -- (B) must also be met. |
| (4)(b)(II)(B) | The fraction is of units. Counting one-third of the votes instead would give a different answer in any community with weighted voting or multiple-unit owners. |
| (4)(b)(III) | The review duty has no dollar test. It turns entirely on the same one-third-of-units request, and the fraction is of units, not of votes. |
Governance
| Ref | Requirement |
|---|---|
| (1)(a) | The board is the default decision-maker for everything the association does, with three narrow exceptions in §303(3): amending the declaration, terminating the community, and electing other board members or setting board qualifications/terms. |
| (1)(b) | A board cannot keep one of its own members in the dark. Every director is entitled to every report, contract, and professional-advisor communication that any other director has access to. Bylaws cannot override this — and this applies retroactively to pre-1992 communities under §117(1)(i.7). |
| (2) | Two different liability standards. Developer-appointed directors owe a full fiduciary duty (the strict standard). Owner-elected directors are protected from liability except for wanton and willful acts — Colorado's version of business judgment with stronger protection. Indemnification is permitted but only within these limits. |
| (5)(a)(I) | The developer can control the board only during the initial build-out and sales period. Once 75% of units have been sold (or the 2-year stalling clocks hit), the developer must turn over control to owner-elected directors. Large planned communities have longer windows but the same earliest-trigger rule. |
| (9) | When the developer turns the HOA over to owners, the developer must hand over a complete document set within 60 days — including a CPA-audited accounting of all association funds (the developer pays for the audit). This is the owners' one-time chance to know exactly what they're inheriting. Boards often discover misappropriations or contractual surprises at this stage. |
Records
| Ref | Requirement |
|---|---|
| (4)(b)(IV) | Once the engagement is finished the clock is thirty days, and then any owner who asks gets a copy -- not only the owners who petitioned for it. |
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Legal references last verified September 5, 2026.
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