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Colorado Statutes, Title 7

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Title 7, Corporations and Associations

0 chapters · 1,076 sections in this title.

All chapters in Title 71,076 Ch 58129 Ch 9088 Ch 8082 Ch 5665 Ch 6459 Ch 6255 Ch 6050 Ch 6131 Ch 10827 Ch 12825 Ch 5522 Ch 3021 Ch 10720 Ch 12719

1,076 sections·Filtered byTitle 7✕

Colo. Rev. Stat. § 7-128-206 Committees of the board
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(1) Unless otherwise provided in the bylaws and subject to the provisions of section 7-129-106, the board of directors may create one or more committees of the board and appoint one or more directors to serve on them. (2) Unless otherwise provided in the bylaws, the creation of a…
Colo. Rev. Stat. § 7-128-301 Officers
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(1) Unless otherwise provided in the bylaws, a nonprofit corporation shall have a president, a secretary, a treasurer, and such other officers as may be designated by the board of directors. An officer shall be an individual who is eighteen years of age or older. An officer need …
Colo. Rev. Stat. § 7-128-302 Duties of officers
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Each officer shall have the authority and shall perform the duties stated with respect to such office in the bylaws or, to the extent not inconsistent with the bylaws, prescribed with respect to such office by the board of directors or by an officer authorized by the board of dir…
Colo. Rev. Stat. § 7-128-303 Resignation and removal of officers
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(1) An officer may resign at any time by giving written notice of resignation to the nonprofit corporation. (2) A resignation of an officer is effective when the notice is received by the nonprofit corporation unless the notice states a later effective date. (3) If a resignation …

Colo. Rev. Stat. § 7-128-304 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 nonprofit corporation. An officer's resignation does not affect the nonprofit corporation's contract rights, if any, …

Colo. Rev. Stat. § 7-128-401 General 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 of the board, and each officer with discretionary authority shall discharge the officer's duties under that authority: (a) In good faith; (b) With the…

Colo. Rev. Stat. § 7-128-402 Limitation of certain liabilities of directors and officers

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(1) If so provided in the articles of incorporation, the nonprofit corporation shall eliminate or limit the personal liability of a director to the nonprofit corporation or to its members for monetary damages for breach of fiduciary duty as a director; except that any such provis…

Colo. Rev. Stat. § 7-128-403 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 7-133-101 or the articles of incorporation is personally liable to the nonprofit corporation for the amount of the distribution that exceeds what could have been distributed without violating s…

Colo. Rev. Stat. § 7-128-501 Conflicting interest transaction

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(1) As used in this section, "conflicting interest transaction" means: A contract, transaction, or other financial relationship between a nonprofit corporation and a director of the nonprofit corporation, or between the nonprofit corporation and a party related to a director, or …

Colo. Rev. Stat. § 7-129-101 Indemnification definitions

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As used in this article: (1) "Director" means an individual who is or was a director of a nonprofit corporation or an individual who, while a director of a nonprofit corporation, is or was serving at the nonprofit corporation's request as a director, officer, partner, member, man…

Colo. Rev. Stat. § 7-129-102 Authority to indemnify directors

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(1) Except as provided in subsection (4) of this section, a nonprofit corporation may indemnify a person made a party to a proceeding because the person is or was a director against liability incurred in the proceeding if: (a) The person's conduct was in good faith; and (b) The p…

Colo. Rev. Stat. § 7-129-103 Mandatory indemnification of directors

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Unless limited by its articles of incorporation, a nonprofit corporation shall indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person is or was a director, against reasonable ex…

Colo. Rev. Stat. § 7-129-104 Advance of expenses to directors

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(1) A nonprofit corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: (a) The director furnishes to the nonprofit corporation a written affirmation of the director's…

Colo. Rev. Stat. § 7-129-105 Court-ordered indemnification of directors

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(1) Unless otherwise provided in the articles of incorporation, a director who is or was a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after givi…

Colo. Rev. Stat. § 7-129-106 Determination and authorization of indemnification of directors

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(1) A nonprofit corporation may not indemnify a director under section 7-129-102 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduc…

Colo. Rev. Stat. § 7-129-107 Indemnification of officers, employees, fiduciaries, and agents

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(1) Unless otherwise provided in the articles of incorporation: (a) An officer is entitled to mandatory indemnification under section 7-129-103, and is entitled to apply for court-ordered indemnification under section 7-129-105, in each case to the same extent as a director; (b) …

Colo. Rev. Stat. § 7-129-108 Insurance

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A nonprofit corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the nonprofit corporation, or who, while a director, officer, employee, fiduciary, or agent of the nonprofit corporation, is or wa…

Colo. Rev. Stat. § 7-129-109 Limitation of indemnification of directors

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(1) A provision treating a nonprofit corporation's indemnification of, or advance of expenses to, directors that is contained in its articles of incorporation or bylaws, in a resolution of its members or board of directors, or in a contract, except an insurance policy, or otherwi…

Colo. Rev. Stat. § 7-129-110 Notice to voting members of indemnification of director

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If a nonprofit corporation indemnifies or advances expenses to a director under this article in connection with a proceeding by or in the right of the nonprofit corporation, the nonprofit corporation shall give written notice of the indemnification or advance to the voting member…

Colo. Rev. Stat. § 7-130-101 Authority to amend articles of incorporation

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(1) A nonprofit corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or p…

Colo. Rev. Stat. § 7-130-102 Amendment of articles of incorporation by board of directors or incorporators

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(1) Unless otherwise provided in the articles of incorporation, the board of directors may adopt, without member approval, one or more amendments to the articles of incorporation to: (a) Delete the statement of the names and addresses of the incorporators or of the initial direct…

Colo. Rev. Stat. § 7-130-103 Amendment of articles of incorporation by board of directors and members

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(1) Unless articles 121 to 137 of this title, the articles of incorporation, the bylaws, or the members or the board of directors acting pursuant to subsection (5) of this section require a different vote or voting by class, the board of directors or the members representing at l…

Colo. Rev. Stat. § 7-130-104 Voting on amendments of articles of incorporation by voting groups

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(1) Unless otherwise provided by articles 121 to 137 of this title or the articles of incorporation, if membership voting is otherwise required by articles 121 to 137 of this title, the members of a class who are entitled to vote are entitled to vote as a separate voting group on…

Colo. Rev. Stat. § 7-130-105 Articles of amendment to articles of incorporation

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(1) A nonprofit corporation amending its articles of incorporation shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, articles of amendment stating: (a) The domestic entity name of the nonprofit corporation; and (b) The text of eac…

Colo. Rev. Stat. § 7-130-106 Restated articles of incorporation

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(1) The board of directors may restate the articles of incorporation at any time with or without member action. If the nonprofit corporation has no members and no directors have been elected, its incorporators may restate the articles of incorporation at any time. (2) The restate…

Colo. Rev. Stat. § 7-130-107 Amendment of articles of incorporation pursuant to reorganization

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(1) Articles of incorporation may be amended, without action by the board of directors or members, to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under a statute of this state or of the United States if the articles of incorporation …

Colo. Rev. Stat. § 7-130-108 Effect of amendment of articles of incorporation

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An amendment to the articles of incorporation does not affect any existing right of persons other than members, any cause of action existing against or in favor of the nonprofit corporation, or any proceeding to which the nonprofit corporation is a party. An amendment changing a …

Colo. Rev. Stat. § 7-130-201 Amendment of bylaws by board of directors or members

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(1) The board of directors may amend the bylaws at any time to add, change, or delete a provision, unless: (a) Articles 121 to 137 of this title or the articles of incorporation reserve such power exclusively to the members in whole or part; or (b) A particular bylaw expressly pr…

Colo. Rev. Stat. § 7-130-202 Bylaw changing quorum or voting requirement for members

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(1) (Deleted by amendment, L. 98, p. 626, § 36, effective July 1, 1998.) (2) A bylaw that fixes a lesser or greater quorum requirement or a greater voting requirement for members pursuant to section 7-127-207 shall not be amended by the board of directors. Source: L. 97: Entire a…

Colo. Rev. Stat. § 7-130-203 Bylaw changing quorum or voting requirement for directors

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(1) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended: (a) If adopted by the members, only by the members; or (b) If adopted by the board of directors, either by the members or by the board of directors. (2) A bylaw adopted or ame…

Colo. Rev. Stat. § 7-130-301 Approval by third persons

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The articles of incorporation may require an amendment to the articles of incorporation or bylaws to be approved in writing by a stated person or persons other than the board of directors. Such a provision may only be amended with the approval in writing of such person or persons…

Colo. Rev. Stat. § 7-130-302 Amendment terminating members or redeeming or canceling memberships

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(1) Any amendment to the articles of incorporation or bylaws of a nonprofit corporation that would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships shall meet the requirements of articles 121 to 137 of this title and th…

Colo. Rev. Stat. § 7-131-101 Merger

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(1) One or more domestic nonprofit corporations may merge into another domestic entity if the board of directors of each nonprofit corporation that is a party to the merger and each other entity that is a party to the merger adopts a plan of merger complying with section 7-90-203…

Colo. Rev. Stat. § 7-131-101.5 Conversion

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A nonprofit corporation may convert into any form of entity permitted by section 7-90-201 if the board of directors of the nonprofit corporation adopts a plan of conversion that complies with section 7-90-201.3 and the members entitled to vote thereon, if any, if required by sect…

Colo. Rev. Stat. § 7-131-102 Action on plan of conversion or merger

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(1) After adopting a plan of conversion complying with section 7-90-201.3 or a plan of merger complying with section 7-90-203.3, the board of directors of the converting nonprofit corporation or the board of directors of each nonprofit corporation that is a party to the merger sh…

Colo. Rev. Stat. § 7-131-103 Statement of merger or conversion

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(1) After a plan of merger is approved, the surviving nonprofit corporation shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of merger pursuant to section 7-90-203.7. If the plan of merger provides for amendments to t…

Colo. Rev. Stat. § 7-131-104 Effect of merger or conversion

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(1) The effect of a merger shall be as provided in section 7-90-204. (2) The effect of a conversion shall be as provided in section 7-90-202. (3) Nothing in this title shall limit the common law powers of the attorney general concerning the merger or conversion of a nonprofit cor…

Colo. Rev. Stat. § 7-131-105 Merger with foreign entity

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(1) One or more domestic nonprofit corporations may merge with one or more foreign entities if: (a) The merger is permitted by section 7-90-203 (2); (b) (Deleted by amendment, L. 2007, p. 252, § 59, effective May 29, 2007.) (c) The foreign entity complies with section 7-90-203.7,…

Colo. Rev. Stat. § 7-132-101 Sale of property

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(1) Unless the bylaws otherwise provide, a nonprofit corporation may, as authorized by the board of directors: (a) Sell, lease, exchange, or otherwise dispose of all or substantially all of its property in the usual and regular course of business; (b) Mortgage, pledge, dedicate t…

Colo. Rev. Stat. § 7-132-102 Sale of property other than in regular course of activities

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(1) A nonprofit corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, with or without its good will, other than in the usual and regular course of business on the terms and conditions and for the consideration determined by the…

Colo. Rev. Stat. § 7-133-101 Distributions prohibited

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Except as authorized by section 7-133-102, a nonprofit corporation shall not make any distributions. Source: L. 97: Entire article added, p. 719, § 3, effective July 1, 1998.

Colo. Rev. Stat. § 7-133-102 Authorized distributions

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(1) A nonprofit corporation may: (a) Make distributions of its income or assets to its members that are domestic or foreign nonprofit corporations; (b) Pay compensation in a reasonable amount to its members, directors, or officers for services rendered; and (c) Confer benefits up…

Colo. Rev. Stat. § 7-134-101 Dissolution by incorporators or directors if no members

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(1) If a nonprofit corporation has no members, a majority of its directors or, if there are no directors, a majority of its incorporators may authorize the dissolution of the nonprofit corporation. (2) The incorporators or directors in approving dissolution shall adopt a plan of …

Colo. Rev. Stat. § 7-134-102 Dissolution by directors and members

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(1) Unless otherwise provided in the bylaws, dissolution of a nonprofit corporation may be authorized in the manner provided in subsection (2) of this section. (2) For a proposal to dissolve the nonprofit corporation to be authorized: (a) The board of directors shall adopt the pr…

Colo. Rev. Stat. § 7-134-103 Articles of dissolution

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(1) At any time after dissolution is authorized, the nonprofit corporation may dissolve by delivering to the secretary of state, for filing pursuant to part 3 of article 90 of this title, articles of dissolution stating: (a) The domestic entity name of the nonprofit corporation; …

Colo. Rev. Stat. § 7-134-105 Effect of dissolution

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(1) A dissolved nonprofit corporation continues its corporate existence but may not carry on any activities except as is appropriate to wind up and liquidate its affairs, including: (a) Collecting its assets; (b) Returning, transferring, or conveying assets held by the nonprofit …

Colo. Rev. Stat. § 7-134-301 Grounds for judicial dissolution

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(1) A nonprofit corporation may be dissolved in a proceeding by the attorney general if it is established that: (a) The nonprofit corporation obtained its articles of incorporation through fraud; or (b) The nonprofit corporation has continued to exceed or abuse the authority conf…

Colo. Rev. Stat. § 7-134-302 Procedure for judicial dissolution

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(1) (a) A proceeding by the attorney general to dissolve a nonprofit corporation must be brought: (I) In the district court for the county in this state in which the street address of the nonprofit corporation's principal office or the street address of its registered agent is lo…

Colo. Rev. Stat. § 7-134-303 Receivership or custodianship

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(1) A court in a judicial proceeding to dissolve a nonprofit corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the affairs of the nonprofit corporation. The court shall hold a hearing, after giving notice to all parties t…

Colo. Rev. Stat. § 7-134-304 Decree of dissolution

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(1) If after a hearing the court determines that one or more grounds for judicial dissolution described in section 7-134-301 exist, it may enter a decree dissolving the nonprofit corporation and stating the effective date of the dissolution, and the clerk of the court shall deliv…