Title 7, Corporations and Associations
0 chapters · 1,168 sections in this title.
Colo. Rev. Stat. § 7-126-401 Derivative suits
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(1) Without affecting the right of a member or director to bring a proceeding against a nonprofit corporation or its officers or directors, a proceeding may be brought in the right of a nonprofit corporation to procure a judgment in its favor by: (a) Any voting member or voting m…
Colo. Rev. Stat. § 7-126-501 Delegates
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(1) A nonprofit corporation may provide in its bylaws for delegates having some or all of the authority of members. (2) The bylaws may state provisions relating to: (a) The characteristics, qualifications, rights, limitations, and obligations of delegates, including their selecti…
Colo. Rev. Stat. § 7-127-101 Annual and regular meetings
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(1) Unless the bylaws eliminate the requirement for holding an annual meeting, a nonprofit corporation that has voting members shall hold a meeting of the voting members annually at a time stated in or fixed in accordance with the bylaws, or, if not so fixed, at a time and date s…
Colo. Rev. Stat. § 7-127-102 Special meeting
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(1) A nonprofit corporation shall hold a special meeting of its members: (a) On call of its board of directors or the person or persons authorized by the bylaws or resolution of the board of directors to call such a meeting; or (b) Unless otherwise provided by the bylaws, if the …
Colo. Rev. Stat. § 7-127-103 Court-ordered meeting
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(1) The holding of a meeting of the members may be summarily ordered by the district court for the county in this state in which the street address of the nonprofit corporation's principal office is located or, if the nonprofit corporation has no principal office in this state, b…
Colo. Rev. Stat. § 7-127-104 Notice of meeting
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(1) A nonprofit corporation shall give to each member entitled to vote at the meeting notice consistent with its bylaws of meetings of members in a fair and reasonable manner. (2) Any notice that conforms to the requirements of subsection (3) of this section is fair and reasonabl…
Colo. Rev. Stat. § 7-127-105 Waiver of notice
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(1) A member may waive any notice required by articles 121 to 137 of this title or by the bylaws, whether before or after the date or time stated in the notice as the date or time when any action will occur or has occurred. The waiver shall be in writing, be signed by the member …
Colo. Rev. Stat. § 7-127-106 Record date - determining members entitled to notice and vote
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(1) The bylaws may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board of directors may fix a future date as such a record …
Colo. Rev. Stat. § 7-127-107 Action without meeting
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(1) Unless otherwise provided by the bylaws, any action required or permitted by articles 121 to 137 of this title to be taken at a members' meeting may be taken without a meeting if members entitled to vote thereon unanimously agree and consent to such action in writing. (2) No …
Colo. Rev. Stat. § 7-127-108 Meetings by telecommunication
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Unless otherwise provided in the bylaws, any or all of the members may participate in an annual, regular, or special meeting of the members by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hea…
Colo. Rev. Stat. § 7-127-109 Action by written ballot
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(1) Unless otherwise provided by the bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the nonprofit corporation delivers a written ballot to every member entitled to vote on the matter. (2) A written ball…
Colo. Rev. Stat. § 7-127-201 Members list for meeting and action by written ballot
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(1) Unless otherwise provided by the bylaws, after fixing a record date for a notice of a meeting or for determining the members entitled to take action by written ballot, a nonprofit corporation shall prepare an alphabetical list of the names of all its members who are entitled …
Colo. Rev. Stat. § 7-127-202 Voting entitlement generally
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(1) Unless otherwise provided by the bylaws: (a) Only voting members shall be entitled to vote with respect to any matter required or permitted under articles 121 to 137 of this title to be submitted to a vote of the members; (b) All references in articles 121 to 137 of this titl…
Colo. Rev. Stat. § 7-127-203 Proxies
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(1) Unless otherwise provided by the bylaws, a member entitled to vote may vote or otherwise act in person or by proxy. (2) Without limiting the manner in which a member may appoint a proxy to vote or otherwise act for the member, the following shall constitute valid means of suc…
Colo. Rev. Stat. § 7-127-204 Nonprofit corporation's acceptance of votes
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(1) If the name signed on a vote, consent, written ballot, waiver, proxy appointment, or proxy appointment revocation corresponds to the name of a member, the nonprofit corporation, if acting in good faith, is entitled to accept the vote, consent, written ballot, waiver, proxy ap…
Colo. Rev. Stat. § 7-127-205 Quorum and voting requirements for voting groups
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(1) Members entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those members exists with respect to that matter. Unless otherwise provided in articles 121 to 137 of this title or the bylaws, twenty-five percent of the votes en…
Colo. Rev. Stat. § 7-127-206 Action by single and multiple voting groups
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(1) If articles 121 to 137 of this title or the bylaws provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in section 7-127-205. (2) If articles 121 to 137 of this title or the bylaws provide for…
Colo. Rev. Stat. § 7-127-207 Lesser or greater quorum or greater voting requirements
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(1) The bylaws may provide for a lesser or a greater quorum requirement, or a greater voting requirement for members or voting groups than is provided for by articles 121 to 137 of this title. (2) An amendment to the articles of incorporation or the bylaws that adds, changes, or …
Colo. Rev. Stat. § 7-127-208 Voting for directors - cumulative voting
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(1) If the bylaws provide for cumulative voting for directors by the voting members, voting members may so vote, by multiplying the number of votes the voting members are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a sin…
Colo. Rev. Stat. § 7-127-209 Other methods of electing directors
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(1) A nonprofit corporation may provide in its bylaws for election of directors by voting members or delegates: (a) On the basis of chapter or other organizational unit; (b) By region or other geographic unit; (c) By preferential voting; or (d) By any other reasonable method. Sou…
Colo. Rev. Stat. § 7-127-301 Voting agreements
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(1) Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. (2) A voting agreement created under this section is specifically enforceable. Source: L. 97: Entire article added, p. 688, � 3, effective July 1, 1998.
Colo. Rev. Stat. § 7-128-101 Requirement for board of directors
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(1) Unless otherwise provided in the articles of incorporation, each nonprofit corporation shall have a board of directors. The board of directors and the directors may be known by any other names designated in the bylaws. (2) Subject to any provision stated in the articles of in…
Colo. Rev. Stat. § 7-128-102 Qualifications of directors
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A director shall be an individual. The bylaws may prescribe other qualifications for directors. A director need not be a resident of this state or a member of the nonprofit corporation unless the bylaws so prescribe. Source: L. 97: Entire article added, p. 688, � 3, effective Jul…
Colo. Rev. Stat. § 7-128-103 Number of directors
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(1) A board of directors shall consist of one or more directors, with the number stated in, or fixed in accordance with, the bylaws. (2) The bylaws may establish, or permit the voting members or the board of directors to establish, a range for the size of the board of directors b…
Colo. Rev. Stat. § 7-128-104 Election, appointment, and designation of directors
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(1) All directors except the initial directors shall be elected, appointed, or designated as provided in the bylaws. If no method of election, appointment, or designation is stated in the bylaws, the directors other than the initial directors shall be elected as follows: (a) If t…
Colo. Rev. Stat. § 7-128-105 Terms of directors generally
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(1) The bylaws may state the terms of directors. In the absence of any term stated in the bylaws, the term of each director shall be one year. Unless otherwise provided in the bylaws, directors may be elected for successive terms. (2) Unless otherwise provided in the bylaws, the …
Colo. Rev. Stat. § 7-128-106 Staggered terms for directors
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The bylaws may provide for staggering the terms of directors by dividing the total number of directors into any number of groups. The terms of office of the several groups need not be uniform. Source: L. 97: Entire article added, p. 689, � 3, effective July 1, 1998.
Colo. Rev. Stat. § 7-128-107 Resignation of directors
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(1) A director may resign at any time by giving written notice of resignation to the nonprofit corporation. (2) A resignation of a director is effective when the notice is received by the nonprofit corporation unless the notice states a later effective date. (3) Repealed. (4) If,…
Colo. Rev. Stat. § 7-128-108 Removal of directors
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(1) Directors elected by voting members or directors may be removed as follows: (a) The voting members may remove one or more directors elected by them with or without cause unless the bylaws provide that directors may be removed only for cause. (b) If a director is elected by a …
Colo. Rev. Stat. § 7-128-109 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 address of the nonprofit corporation's principal office is located or, if the nonprofit corporation has no principal office in this state, by the district court for the county in which t…
Colo. Rev. Stat. § 7-128-110 Vacancy on board
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(1) Unless otherwise provided in the bylaws, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (a) The voting members, if any, may fill the vacancy; (b) The board of directors may fill the vacancy; or (c) If th…
Colo. Rev. Stat. § 7-128-111 Compensation of directors
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Unless otherwise provided in the bylaws, the board of directors may authorize and fix the compensation of directors. Source: L. 97: Entire article added, p. 692, � 3, effective July 1, 1998.
Colo. Rev. Stat. § 7-128-201 Meetings
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(1) The board of directors may hold regular or special meetings in or out of this state. (2) Unless otherwise provided in the bylaws, the board of directors may permit any director to participate in a regular or special meeting by, or conduct the meeting through the use of, any m…
Colo. Rev. Stat. § 7-128-202 Action without meeting
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(1) Unless otherwise provided in the bylaws, any action required or permitted by articles 121 to 137 of this title to be taken at a board of directors' meeting may be taken without a meeting if notice is transmitted in writing to each member of the board and each member of the bo…
Colo. Rev. Stat. § 7-128-203 Notice of meeting - rights of residential members
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(1) Unless otherwise provided in articles 121 to 137 of this title or in the bylaws, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting. (2) Unless the bylaws provide for a longer or shorter period, special me…
Colo. Rev. Stat. § 7-128-204 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. § 7-128-205 Quorum and voting
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(1) Unless a greater or lesser number is required by the bylaws, a quorum of a board of directors consists of a majority of the number of directors in office immediately before the meeting begins. (2) The bylaws may authorize a quorum of a board of directors to consist of: (a) No…
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 be…
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, manag…
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…