Shall we meet? We shall meet.

We'll pick a time and place. We'll get face to face. That seems pretty easy to understand.

Or perhaps not. The Colorado Division of Banking is faced with a situation in which one of the state's biggest banks has a different view of just what a "meeting" is.

Colorado banking law says the board of directors of a state-chartered bank "shall meet" monthly. The law doesn't envision idle talk: It specifically requires board approval for certain large transactions.

The Division of Banking believes a "meeting" takes place when the board members gather in the same room, or at least on the telephone, and have a discussion about the agenda items.

We come to find, however, that at least one bank is not meeting in this way.

The board of Colorado Business Bank is using "consent minutes." The board packet, with all the relevant materials, is sent out each month. Then, the board members send in a signed statement that ratifies any actions. It's the bank's three-member executive committee that meets monthly, in person, instead.

The Colorado Banking Board wrestled with this issue at last week's meeting. Ernie Panasci, the well-known banking lawyer from Jones & Keller, appeared before the board to argue on behalf of the bank, which got dinged by state regulators in its most recent examination.

Panasci argues that nothing in the plain language of the banking statute requires an in-person meeting. And another portion of Colorado corporate law says that if the vote of directors is required for a corporate action, the meeting and vote of directors "may be dispensed with" if all directors "consent in writing to such corporate action being taken."

Panasci argues that the two statutes complement, rather than conflict with, each other.

Assistant Attorney General Stephen Smith, who represents the Division of Banking, disagrees. He feels that, as a matter of law, "shall meet" means . . . well, shall meet. Smith thinks the law on written consent applies to ratifying an action already taken by management, rather than a permission to not hold a meeting.

As a matter of policy, the Banking Board seemed uncomfortable with Panasci's position. The board realized that if meetings can occur through consent minutes, a board can go a full year or more without getting together for a discussion. "If you're operating in a vacuum like that, it's contrary to the interest of the bank, and contrary to the interest of the banking community," member Terry Reitan said.

Colorado Business Bank CEO Jon Lorenz says the deal is a consequence of switching from a national-bank charter, which his bank did this year. Federal banking regulators didn't object to the bimonthly meetings, he said. The bank started the monthly consent-minutes plan to follow Colorado law, and it "fully ensures safety and soundness. . . . But if we have to have an in-person or telephonic meeting each month, that's what we'll do," Lorenz said.

And you can put that in writing.

David Milstead and James Paton take turns writing Up and Down 17th Street. Contact Milstead at milstead@RockyMountainNews.com.