Title 7, Corporations and Associations
0 chapters · 1,168 sections in this title.
Colo. Rev. Stat. § 7-108-101 Requirement for board of directors
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(1) Except as otherwise provided in its articles of incorporation, each corporation shall have a board of directors. (2) Subject to any provision stated in the articles of incorporation, all corporate powers shall be exercised by or under the authority of, and the business and af…
Colo. Rev. Stat. § 7-108-102 Qualifications of directors
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A director shall be an individual who is eighteen years of age or older. The bylaws may prescribe other qualifications for directors. A director need not be a resident of this state or a shareholder unless the bylaws so prescribe. Source: L. 93: Entire article added, p. 778, � 1,…
Colo. Rev. Stat. § 7-108-103 Number and election of directors
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(1) A board of directors shall consist of one or more members, with the number stated in or fixed in accordance with the bylaws. (2) The bylaws may establish a range for the size of the board of directors by fixing a minimum and maximum number of directors. If a range is establis…
Colo. Rev. Stat. § 7-108-104 Election of directors by certain classes of shareholders
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If the articles of incorporation authorize dividing the shares of the corporation into classes or series, the articles of incorporation may authorize the election of all or a stated number or portion of directors by the holders of one or more authorized classes or series of share…
Colo. Rev. Stat. § 7-108-105 Terms of directors generally
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(1) Except as provided in section 7-108-106, the terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected. (2) Except as provided in section 7-108-106, the terms of all other directors expire at the next annual share…
Colo. Rev. Stat. § 7-108-106 Staggered terms for directors
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The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group containing one-half or one-third of the total, as near as may be. In that event, the terms of directors in the first…
Colo. Rev. Stat. § 7-108-107 Resignation of directors
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(1) A director may resign at any time by giving notice of resignation to the corporation. (2) A resignation of a director is effective when the notice is received by the corporation unless the notice states a later effective date. (3) Repealed. Source: L. 93: Entire article added…
Colo. Rev. Stat. § 7-108-108 Removal of directors by shareholders
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(1) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause. (2) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may pa…
Colo. Rev. Stat. § 7-108-109 Removal of directors by judicial proceeding
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(1) A director may be removed by the district court for the county in this state in which the street address of the corporation's principal office is located or, if the corporation has no principal office in this state, by the district court for the county in which the street add…
Colo. Rev. Stat. § 7-108-110 Vacancy on board
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(1) Unless otherwise provided in the articles of incorporation, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (a) The shareholders may fill the vacancy; (b) The board of directors may fill the vacancy; or (…
Colo. Rev. Stat. § 7-108-111 Compensation of directors
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Unless otherwise provided in the bylaws, the board of directors may fix the compensation of directors. Source: L. 93: Entire article added, p. 781, � 1, effective July 1, 1994.
Colo. Rev. Stat. § 7-108-201 Meetings
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(1) The board of directors may hold regular or special meetings in or out of this state and may hold the meetings by means of remote communication without designating a place. (2) Unless otherwise provided in the bylaws, the board of directors may permit any director to participa…
Colo. Rev. Stat. § 7-108-202 Action without meeting
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(1) Unless the bylaws require that the action be taken at a meeting, any action required or permitted by articles 101 to 117 of this title to be taken at a board of directors' meeting may be taken without a meeting if all members of the board consent to such action in writing. (2…
Colo. Rev. Stat. § 7-108-203 Notice of meeting
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(1) Unless otherwise provided in the bylaws, regular meetings of the board of directors may be held without notice of the date, time, place, if any place is designated, or purpose of the meeting. (2) Unless the bylaws provide for a longer or shorter period, special meetings of th…
Colo. Rev. Stat. § 7-108-204 Waiver of notice
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(1) A director may waive any notice of a meeting before or after the time and date of the meeting stated in the notice. Except as provided by subsection (2) of this section, the waiver shall be in writing and signed by the director entitled to the notice. Such waiver shall be del…
Colo. Rev. Stat. § 7-108-205 Quorum and voting
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(1) Unless a greater number is required by the bylaws, a quorum of a board of directors consists of: (a) A majority of the number of directors fixed if the corporation has a fixed board size; or (b) A majority of the number of directors fixed or, if no number is fixed, of the num…
Colo. Rev. Stat. § 7-108-206 Committees
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(1) Except as otherwise provided in the bylaws and subject to the provisions of section 7-109-106, the board of directors may create one or more committees and appoint one or more members of the board of directors to serve on them. (2) The creation of a committee and appointment …
Colo. Rev. Stat. § 7-108-301 Officers
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(1) A corporation shall have the officers designated in its bylaws or by the board of directors. An officer shall be an individual who is eighteen years of age or older. (2) Officers may be appointed by the board of directors or in such other manner as the board of directors or b…
Colo. Rev. Stat. § 7-108-302 Duties of officers
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Each officer shall have the authority and shall perform the duties stated with respect to the officer's office in the bylaws or, to the extent not inconsistent with the bylaws, prescribed with respect to that office by the board of directors or by an officer authorized by the boa…
Colo. Rev. Stat. § 7-108-303 Resignation and removal of officers
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(1) An officer may resign at any time by giving notice of resignation to the corporation. (2) A resignation of an officer is effective when the notice is received by the corporation unless the notice states a later effective date. (3) If a resignation is made effective at a later…
Colo. Rev. Stat. § 7-108-304 Contract rights with respect to officers
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(1) The appointment of an officer does not itself create contract rights. (2) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer. So…
Colo. Rev. Stat. § 7-108-401 Standards of conduct for directors and officers
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(1) Each director shall discharge the director's duties as a director, including the director's duties as a member of a committee, and each officer with discretionary authority shall discharge the officer's duties under that authority: (a) In good faith; (b) With care; and (c) In…
Colo. Rev. Stat. § 7-108-402 Standards of liabilities for directors
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(1) A director is liable, as a director, to the corporation or to its shareholders for money damages or other money payment for any act, omission to act, or decision only if the party asserting liability establishes in a proceeding that the challenged act, omission, or decision: …
Colo. Rev. Stat. § 7-108-403 Limitation of certain liabilities of directors and officers
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A director or officer is not personally liable for any injury to person or property arising out of a tort committed by an employee unless the director or officer was personally involved in the situation giving rise to the litigation or unless the director or officer committed a c…
Colo. Rev. Stat. § 7-108-404 Limitation of certain remedies - definition
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(1) An action by the corporation or by the board of directors is not void or voidable, and shall not be enjoined or set aside in a proceeding by a shareholder or by or in the right of the corporation, because one or more precluded directors was present at or participated in the m…
Colo. Rev. Stat. § 7-108-405 Liability of directors for unlawful distributions
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(1) A director who votes for or assents to a distribution made in violation of section 7-106-401 or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating section 7-1…
Colo. Rev. Stat. § 7-108-501 Conflicting interest transaction - definition
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(1) (a) As used in this section, conflicting interest transaction means, with respect to a director of the corporation, any of the following: (I) A loan or other assistance by a corporation to a director of the corporation or to an entity in which the director is a director or of…