reglab/housing_qa huggingface dataset:
CO Code § 7-122-105 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 122 - Incorporation|§ 7-122-105. Organization of Nonprofit Corporation

  After incorporation:   If initial directors are not named in the articles of incorporation, the incorporators shall hold a meeting, at the call of a majority of the incorporators, to adopt initial bylaws, if desired, and to elect a board of directors; and    If initial directors are named in the articles of incorporation, the initial directors shall hold a meeting, at the call of a majority of the directors, to adopt bylaws, if desired, to appoint officers, and to carry on any other business.       Action required or permitted by articles 121 to 137 of this title to be taken by incorporators at an organizational meeting may be taken without a meeting if the action is taken in the manner provided in section 7-128-202 for action by directors without a meeting.    An organizational meeting may be held in or out of this state.     History. Source: L. 97: Entire article added, p. 662, § 3, effective July 1, 1998.
CO Code § 7-122-106 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 122 - Incorporation|§ 7-122-106. Bylaws

  The board of directors or, if no directors have been named or elected, the incorporators may adopt initial bylaws. If neither the incorporators nor the board of directors have adopted initial bylaws, the members may do so.    The bylaws of a nonprofit corporation may contain any provision for managing and regulating the affairs of the nonprofit corporation that is not inconsistent with law or with the articles of incorporation.     History. Source: L. 97: Entire article added, p. 662, § 3, effective July 1, 1998.    ANNOTATION   A nonprofit corporation may alter the default structure set forth in the Nonprofit Corporation Act (NCA) through its articles of incorporation or bylaws, and it may provide different or additional rights and obligations to its members. Krystkowiak v. W.O. Brisben Cos., 90 P.3d 859 (Colo. 2004).   Default structure established by the NCA controls, and the signature of settlement agreement with respondent real estate developer by one member of neighborhood association, its president, insufficient to bind its members, including petitioner. The articles of incorporation and bylaws of the neighborhood association do not deviate from the NCA in terms of the rights and duties of its members. The articles of incorporation and bylaws contain no provisions either binding a member by a contract signed by the neighborhood association or stating that the association's members have authorized it to represent their individual interests. Krystkowiak v. W.O. Brisben Cos., 90 P.3d 859 (Colo. 2004).
CO Code § 7-122-107 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 122 - Incorporation|§ 7-122-107. Emergency Bylaws

  Unless otherwise provided in the articles of incorporation, the board of directors may adopt bylaws to be effective only in an emergency as defined in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may include all provisions necessary for managing the nonprofit corporation during the emergency, including:   Procedures for calling a meeting of the board of directors;    Quorum requirements for the meeting; and    Designation of additional or substitute directors.       All provisions of the regular bylaws consistent with the emergency bylaws shall remain in effect during the emergency. The emergency bylaws shall not be effective after the emergency ends.    Corporate action taken in good faith in accordance with the emergency bylaws:   Binds the nonprofit corporation; and    May not be the basis for imposition of liability on any director, officer, employee, or agent of the nonprofit corporation on the ground that the action was not authorized corporate action.       An emergency exists for the purposes of this section if a quorum of the directors cannot readily be obtained because of some catastrophic event.     History. Source: L. 97: Entire article added, p. 662, § 3, effective July 1, 1998.
CO Code § 7-123-103 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 123 - Purposes and Powers|§ 7-123-103. Emergency Powers

  In anticipation of or during an emergency defined in subsection (4) of this section, the board of directors may:   Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and    Relocate the principal office or designate additional offices, or authorize officers to do so.       During an emergency as contemplated in subsection (4) of this section, unless emergency bylaws provide otherwise:   Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication or radio; and    One or more officers of the nonprofit corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.       Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the nonprofit corporation:   Binds the nonprofit corporation; and    May not be the basis for the imposition of liability on any director, officer, employee, or agent of the nonprofit corporation on the ground that the action was not authorized corporate action.       An emergency exists for purposes of this section if a quorum of the directors cannot readily be obtained because of some catastrophic event.     History. Source: L. 97: Entire article added, p. 665, § 3, effective July 1, 1998. L. 2003: (1)(b) amended, p. 2337, § 287, effective July 1, 2004.
CO Code § 7-123-104 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 123 - Purposes and Powers|§ 7-123-104. Ultra Vires

  Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground that the nonprofit corporation lacks or lacked power to act.    A nonprofit corporation's power to act may be challenged:   In a proceeding against the nonprofit corporation to enjoin the act. The proceeding may be brought by a director or by a voting member or voting members in a derivative proceeding.    In a proceeding by or in the right of the nonprofit corporation, whether directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the nonprofit corporation; or    In a proceeding by the attorney general under section 7-134-301.       In a proceeding under paragraph   of subsection (2) of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if it would be equitable to do so and if all affected persons are parties to the proceeding, and may award damages for loss, including anticipated profits, suffered by the nonprofit corporation or another party because of the injunction.        History. Source: L. 97: Entire article added, p. 666, § 3, effective July 1, 1998.    ANNOTATION   Annotator's note. Since § 7-123-104 is similar to § 7-22-102 as it existed prior to the 1997 recodification of the “Colorado Revised Nonprofit Corporation Act”, articles 121 to 137 of title 7, a case construing that provision has been included in the annotations to this section.   Ultra vires is not a defense under this section to an injunctive action. Am. Ski Ass'n v. Bergstedt, 682 P.2d 57 (Colo. App. 1984).   Court has the authority under subsection (2)(a) to enjoin a board of directors of a homeowners' association from conducting a meeting in violation of its bylaws. Anderson v. Applewood Water Ass'n, 2016 COA 162 , 409 P.3d 611.
CO Code § 7-123-105 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 123 - Purposes and Powers|§ 7-123-105. Actions Against Nonprofit Corporations

 Any other provision of law to the contrary notwithstanding, any civil action permitted under the law of this state may be brought against any nonprofit corporation, and the assets of any nonprofit corporation that would, but for articles 121 to 137 of this title, be immune from levy and execution on any judgment shall nonetheless be subject to levy and execution to the extent that such nonprofit corporation would be reimbursed by proceeds of liability insurance policies carried by it were judgment levied and executed against its assets.   History. Source: L. 97: Entire article added, p. 667, § 3, effective July 1, 1998. L. 2003: Entire section amended, p. 2337, § 288, effective July 1, 2004.    ANNOTATION   The existence and amount of a nonprofit or charitable defendant's liability insurance provides no basis for limiting a judgment against the defendant. The issue of liability insurance is relevant only when a plaintiff seeks to levy and execute on a judgment. Wycoff v. Grace Cmty. Church, 251 P.3d 1260 (Colo. App. 2010).
CO Code § 7-125-101 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 125 - Office and Agent|§ 7-125-101. Registered Office and Registered Agent

 Part 7 of article 90 of this title, providing for registered agents and service of process, applies to nonprofit corporations incorporated under or subject to articles 121 to 137 of this title.   History. Source: L. 2003: Entire article R&RE, p. 2337, § 289, effective July 1, 2004. L. 2007: Entire section amended, p. 249, § 51, effective May 29.
CO Code § 7-129-101 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 129 - Indemnification|§ 7-129-101. Indemnification Definitions

 As used in this article:    “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, manager, trustee, employee, fiduciary, or agent of another domestic or foreign entity or of an employee benefit plan. A director is considered to be serving an employee benefit plan at the nonprofit corporation's request if the director's duties to the nonprofit corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. “Director” includes, unless the context requires otherwise, the estate or personal representative of a deceased director.    “Expenses” includes counsel fees.    “Liability” means the obligation incurred with respect to a proceeding to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses.    “Nonprofit corporation” includes any domestic or foreign entity that is a predecessor of a nonprofit corporation by reason of a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.    “Official capacity” means, when used with respect to a director, the office of director in a nonprofit corporation and, when used with respect to a person other than a director as contemplated in section 7-129-107, the office in a nonprofit corporation held by the officer or the employment, fiduciary, or agency relationship undertaken by the employee, fiduciary, or agent on behalf of the nonprofit corporation. “Official capacity” does not include service for any other domestic or foreign corporation, nonprofit corporation, or other person or employee benefit plan.    “Party” includes a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding.    “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.     History. Source: L. 97: Entire article added, p. 701, § 3, effective July 1, 1998. L. 2003: (1) amended, p. 2342, § 309, effective July 1, 2004. L. 2004: (1) amended, p. 1511, § 302, effective July 1.
CO Code § 7-129-102 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 129 - Indemnification|§ 7-129-102. Authority to Indemnify Directors

  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:   The person's conduct was in good faith; and    The person reasonably believed:   In the case of conduct in an official capacity with the nonprofit corporation, that the conduct was in the nonprofit corporation's best interests; and    In all other cases, that the conduct was at least not opposed to the nonprofit corporation's best interests; and       In the case of any criminal proceeding, the person had no reasonable cause to believe the conduct was unlawful.       A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in or beneficiaries of the plan is conduct that satisfies the requirement of subparagraph (II) of paragraph (b) of subsection (1) of this section. A director's conduct with respect to an employee benefit plan for a purpose that the director did not reasonably believe to be in the interests of the participants in or beneficiaries of the plan shall be deemed not to satisfy the requirements of paragraph   of subsection (1) of this section.       The termination of a proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.    A nonprofit corporation may not indemnify a director under this section:   In connection with a proceeding by or in the right of the nonprofit corporation in which the director was adjudged liable to the nonprofit corporation; or    In connection with any other proceeding charging that the director derived an improper personal benefit, whether or not involving action in an official capacity, in which proceeding the director was adjudged liable on the basis that the director derived an improper personal benefit.       Indemnification permitted under this section in connection with a proceeding by or in the right of the nonprofit corporation is limited to reasonable expenses incurred in connection with the proceeding.     History. Source: L. 97: Entire article added, p. 702, § 3, effective July 1, 1998.
CO Code § 7-129-103 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 129 - Indemnification|§ 7-129-103. Mandatory Indemnification of Directors

 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 expenses incurred by the person in connection with the proceeding.   History. Source: L. 97: Entire article added, p. 703, § 3, effective July 1, 1998.
CO Code § 7-129-104 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 129 - Indemnification|§ 7-129-104. Advance of Expenses to Directors

  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:   The director furnishes to the nonprofit corporation a written affirmation of the director's good-faith belief that the director has met the standard of conduct described in section 7-129-102;    The director furnishes to the nonprofit corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and    A determination is made that the facts then known to those making the determination would not preclude indemnification under this article.       The undertaking required by paragraph (b) of subsection (1) of this section shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.    Determinations and authorizations of payments under this section shall be made in the manner specified in section 7-129-106.     History. Source: L. 97: Entire article added, p. 703, § 3, effective July 1, 1998.
CO Code § 7-129-105 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 129 - Indemnification|§ 7-129-105. Court-Ordered Indemnification of Directors

  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 giving any notice the court considers necessary, may order indemnification in the following manner:   If it determines that the director is entitled to mandatory indemnification under section 7-129-103, the court shall order indemnification, in which case the court shall also order the nonprofit corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification.    If it determines that the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in section 7-129-102 (1) or was adjudged liable in the circumstances described in section 7-129-102 (4), the court may order such indemnification as the court deems proper; except that the indemnification with respect to any proceeding in which liability shall have been adjudged in the circumstances described in section 7-129-102 (4) is limited to reasonable expenses incurred in connection with the proceeding and reasonable expenses incurred to obtain court-ordered indemnification.        History. Source: L. 97: Entire article added, p. 703, § 3, effective July 1, 1998.
CO Code § 7-129-106 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 129 - Indemnification|§ 7-129-106. Determination and Authorization of Indemnification of Directors

  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 conduct set forth in section 7-129-102. A nonprofit corporation shall not advance expenses to a director under section 7-129-104 unless authorized in the specific case after the written affirmation and undertaking required by section 7-129-104 (1)(a) and (1)(b) are received and the determination required by section 7-129-104 (1)(c) has been made.    The determinations required by subsection (1) of this section shall be made:   By the board of directors by a majority vote of those present at a meeting at which a quorum is present, and only those directors not parties to the proceeding shall be counted in satisfying the quorum; or    If a quorum cannot be obtained, by a majority vote of a committee of the board of directors designated by the board of directors, which committee shall consist of two or more directors not parties to the proceeding; except that directors who are parties to the proceeding may participate in the designation of directors for the committee.       If a quorum cannot be obtained as contemplated in paragraph   of subsection (2) of this section, and a committee cannot be established under paragraph (b) of subsection (2) of this section, or, even if a quorum is obtained or a committee is designated, if a majority of the directors constituting such quorum or such committee so directs, the determination required to be made by subsection (1) of this section shall be made:    By the voting members, but voting members who are also directors and who are at the time seeking indemnification may not vote on the determination.       Authorization of indemnification and advance of expenses shall be made in the same manner as the determination that indemnification or advance of expenses is permissible; except that, if the determination that indemnification or advance of expenses is permissible is made by independent legal counsel, authorization of indemnification and advance of expenses shall be made by the body that selected such counsel.     (a) By independent legal counsel selected by a vote of the board of directors or the committee in the manner specified in paragraph (a) or (b) of subsection (2) of this section or, if a quorum of the full board cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full board of directors; or   History. Source: L. 97: Entire article added, p. 704, § 3, effective July 1, 1998.
CO Code § 7-129-107 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 129 - Indemnification|§ 7-129-107. Indemnification of Officers, Employees, Fiduciaries, and Agents

  Unless otherwise provided in the articles of incorporation:   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;    A nonprofit corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent of the nonprofit corporation to the same extent as to a director; and    A nonprofit corporation may also indemnify and advance expenses to an officer, employee, fiduciary, or agent who is not a director to a greater extent, if not inconsistent with public policy, and if provided for by its bylaws, general or specific action of its board of directors or voting members, or contract.        History. Source: L. 97: Entire article added, p. 705, § 3, effective July 1, 1998.
CO Code § 7-129-108 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 129 - Indemnification|§ 7-129-108. Insurance

 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 was serving at the request of the nonprofit corporation as a director, officer, partner, member, manager, trustee, employee, fiduciary, or agent of any domestic or foreign entity or of any employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from the person's status as a director, officer, employee, fiduciary, or agent, whether or not the nonprofit corporation would have power to indemnify the person against the same liability under section 7-129-102 , 7-129-103 , or 7-129-107 . Any such insurance may be procured from any insurance company designated by the board of directors, whether such insurance company is formed under the law of this state or any other jurisdiction, including any insurance company in which the nonprofit corporation has an equity or any other interest through stock ownership or otherwise.   History. Source: L. 97: Entire article added, p. 705, § 3, effective July 1, 1998. L. 2003: Entire section amended, p. 2343, § 310, effective July 1, 2004.