reglab/housing_qa huggingface dataset:
CO Code § 7-108-402 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 108 - Directors and Officers|Part 4 - Standards of Conduct|§ 7-108-402. Standards of Liabilities for Directors

  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:   Was not in good faith;    Was one that the director did not rationally believe to be in the best interests of the corporation;    Was one as to which the director was at least grossly negligent, unless the articles of incorporation change the standard of liability to knowing misconduct, knowing violation of law, or negligence;    Was one as to which the director failed to make or cause to be made appropriate inquiry, when particular facts or circumstances of significant concern came to the attention of the director that would have alerted a reasonably attentive director to the need for inquiry;    Consisted of or resulted from a sustained or systematic failure by the director to exercise oversight of the business and affairs of the corporation;    Subject to section 7-108-501, was a breach of the director's duty of loyalty to the corporation, including by directly or indirectly receiving an improper personal benefit; or    Consisted of or resulted from a vote or assent specified in section 7-108-405.       In addition to the requirements of subsection (1) of this section, the party seeking to hold the director liable has:   With respect to money damages, the burden of establishing that the money damages were:   Suffered by the corporation or its shareholders; and    Caused by the director's challenged conduct;       With respect to other money payment under a legal remedy, such as compensation for the unauthorized use of corporate assets, whatever persuasion burden may be called for to establish that the money payment sought is appropriate in the circumstances; or    With respect to other money payment under an equitable remedy, such as profit recovery by or disgorgement to the corporation, whatever persuasion burden may be called for to establish that the equitable remedy sought is appropriate in the circumstances.       A director liable under this section for money damages or for other money payment may offset against the liability any gain to the corporation that the director establishes arose out of the same transaction, unless the offset is against public policy.     History. Source: L. 2019: Entire part amended with relocations,(SB 19-086), ch. 166, p. 1931, § 35, effective July 1, 2020.    ANNOTATION   Law reviews. For article, “2019 Colorado Business Law Updates: Revising the Colorado Business Corporation Act and the Colorado Corporations and Associations Act”, see 48 Colo. Law. 26 (Nov. 2019). For article, “Holding Closely Held Business Assets in Trust”, see 49 Colo. Law. 49 (Mar. 2020).
CO Code § 7-108-403 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 108 - Directors and Officers|Part 4 - Standards of Conduct|§ 7-108-403. Limitation of Certain Liabilities of Directors and Officers

 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 criminal offense in connection with the situation. The protection afforded in this section does not restrict other common-law protections and rights that a director or officer may have.   History. Source: L. 2019: Entire part amended with relocations,(SB 19-086), ch. 166, p. 1932, § 35, effective July 1, 2020.    Editor's note:   This section is similar to former § 7-108-402 as it existed prior to 2020, and the former § 7-108-403 was relocated to § 7-108-405 .
CO Code § 7-108-404 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 108 - Directors and Officers|Part 4 - Standards of Conduct|§ 7-108-404. Limitation of Certain Remedies - Definition

  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 meeting of the board of directors at which the action was authorized, approved, or ratified, or executed a consent for the action in the manner provided in section 7-108-202, if the action was authorized, approved, or ratified:   At a meeting, by the affirmative vote of the number of directors present at the meeting that would be sufficient to take action at the meeting under articles 101 to 117 of this title 7 or the bylaws; except that, in determining how many votes would be sufficient, the vote of a precluded director is not counted for purposes of authorizing the action but the director is considered present for purposes of determining a quorum; or    Without a meeting by written consent pursuant to section 7-108-202 and executed by all of the directors, if the number of directors, not including any precluded director, constitutes not less than a majority of all of the directors or such greater number of directors as is required by articles 101 to 117 of this title 7 or the bylaws.       In this section, “precluded director” means a director who violated one or more of the standards of liability set forth in section 7-108-402 (1) with respect to an action described in subsection (1) of this section.     History. Source: L. 2019: Entire part amended with relocations, (SB 19-086), ch. 166, p. 1932, § 35, effective July 1, 2020.
CO Code § 7-110-101 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 110 - Amendment of Articles of Incorporation and Bylaws|Part 1 - Amendment of Articles of Incorporation|§ 7-110-101. Authority to Amend Articles of Incorporation

  A 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 permitted in the articles of incorporation is determined as of the effective date of the amendment.    A shareholder does not have a vested property right resulting from any provision in the articles of incorporation, including any provision relating to management, control, capital structure, dividend entitlement, purpose, or duration of the corporation.     History. Source: L. 93: Entire article added, p. 794, § 1, effective July 1, 1994.    ANNOTATION   Law reviews. For article, “Corporate Organization: A Manual of Colorado Procedure”, see 1 Rocky Mt. L. Rev. 3 (1928). For article, “Organizational Problems of the Small Business Corporation”, see 27 Dicta 79 (1950). For note, “Elimination of Preferred Dividend Arrearages”, see 23 Rocky Mt. L. Rev. 317 (1951).   Annotator's note. Since § 7-110-101 is similar to § 7-2-106 as it existed prior to the 1993 recodification of the “Colorado Business Corporation Act”, articles 101 to 117 of title 7, cases construing that provision and its predecessors have been included in the annotations to this section.   Any corporation organized under the laws of Colorado may amend its articles of incorporation by complying with the provisions of this section. Clough v. Rocky Mt. Oil Co., 25 Colo. 520 , 55 P. 809 (1898).   However, no corporation, by amendment, shall change its articles as to work a change in the object or purpose for which it was originally organized. Clough v. Rocky Mt. Oil Co., 25 Colo. 520 , 55 P. 809 (1898).   A corporation may change its name only in the manner provided by this section. Bullion Milling Co. v. Gates Iron Works, 18 Colo. App. 472, 72 P. 603 (1903).
CO Code § 7-110-102 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 110 - Amendment of Articles of Incorporation and Bylaws|Part 1 - Amendment of Articles of Incorporation|§ 7-110-102. Amendment of Articles of Incorporation by Board of Directors

  Unless otherwise provided in the articles of incorporation, the board of directors may adopt, without shareholder action, one or more amendments to the articles of incorporation to:   Delete the statement of the names and addresses of the incorporators or of the initial directors;    Delete the statement of the registered agent name and registered agent address of the initial registered agent, if a statement of change changing the registered agent name and registered agent address of the registered agent is on file in the records of the secretary of state;  (b.3) Delete the statement of the principal office address of the initial principal office, if a statement of change changing the principal office address is on file in the records of the secretary of state;   (b.5) Delete the statement of the names and addresses of any or all of the individuals named in the articles of incorporation, pursuant to section 7-90-301 (6) , as being individuals who caused the articles of incorporation to be delivered for filing;     Repealed.    Change the domestic entity name of the corporation by substituting the word “corporation”, “incorporated”, “company”, or “limited”, or an abbreviation of any thereof for a similar word or abbreviation in the domestic entity name, or by adding, deleting, or changing a geographical attribution; or    Make any other change expressly permitted by articles 101 to 117 of this title to be made without shareholder action.       The board of directors may adopt, without shareholder action, one or more amendments to the articles of incorporation to change the domestic entity name of the corporation, if necessary, in connection with the reinstatement of a corporation pursuant to part 10 of article 90 of this title.     History. Source: L. 93: Entire article added, p. 795, § 1, effective July 1, 1994. L. 96: (1)(c) repealed, p. 1320, § 26, effective June 1. L. 2000: (1)(d) and (2) amended, p. 978, § 60, effective July 1. L. 2003: (1)(a), (1)(b), (1)(d), and (2) amended and (1)(b.5) added, p. 2321, § 248, effective July 1, 2004. L. 2004: (1)(b) and (1)(d) amended and (1)(b.3) added, p. 1502, § 270, effective July 1.
CO Code § 7-110-103 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 110 - Amendment of Articles of Incorporation and Bylaws|Part 1 - Amendment of Articles of Incorporation|§ 7-110-103. Amendment of Articles of Incorporation by Board of Directors and Shareholders

  The board of directors or the holders of shares representing at least ten percent of all of the votes entitled to be cast on the amendment may propose an amendment to the articles of incorporation for submission to the shareholders.    For an amendment to the articles of incorporation to be adopted pursuant to subsection (1) of this section:   The board of directors shall recommend the amendment to the shareholders unless the amendment is proposed by shareholders or unless the board of directors determines that, because of conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the shareholders with the amendment; and    The shareholders entitled to vote on the amendment shall approve the amendment as provided in subsection (5) of this section.       The proposing board of directors or the proposing shareholders may condition the effectiveness of the amendment on any basis.    The corporation shall give notice, in accordance with section 7-107-105, to each shareholder entitled to vote on the amendment of the shareholders' meeting at which the amendment will be voted upon. The notice of the meeting shall state that the purpose, or one of the purposes, of the meeting is to consider the amendment, and the notice shall contain or be accompanied by a copy or a summary of the amendment.    Unless articles 101 to 117 of this title (including the provisions of section 7-117-101 (7)), the articles of incorporation, bylaws adopted by the shareholders, or the proposing board of directors or the proposing shareholders acting pursuant to subsection (3) of this section require a greater vote, the amendment shall be approved by the votes required by sections 7-107-206 and 7-107-207 by the voting groups entitled to vote on the amendment.     History. Source: L. 93: Entire article added, p. 795, § 1, effective July 1, 1994. L. 96: (5) amended, p. 1320, § 27, effective June 1.    ANNOTATION   Law reviews. For article, “Conversion of Entities in Colorado”, see 33 Colo. Law. 11 (Nov. 2004).
CO Code § 7-110-105 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 110 - Amendment of Articles of Incorporation and Bylaws|Part 1 - Amendment of Articles of Incorporation|§ 7-110-105. Amendment of Articles of Incorporation Before Issuance of Shares

 If a corporation has not yet issued shares, its board of directors or, if no directors have been elected, its incorporators may adopt one or more amendments to the articles of incorporation.   History. Source: L. 93: Entire article added, p. 797, § 1, effective July 1, 1994.
CO Code § 7-110-106 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 110 - Amendment of Articles of Incorporation and Bylaws|Part 1 - Amendment of Articles of Incorporation|§ 7-110-106. Articles of Amendment to Articles of Incorporation

  A 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:   The domestic entity name of the corporation;    The text of each amendment adopted; and    If the amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself.          Repealed.        History. Source: L. 93: Entire article added, p. 797, § 1, effective July 1, 1994. L. 2002: IP(1) amended, p. 1848, § 115, effective July 1; IP(1) amended, p. 1713, § 115, effective October 1. L. 2003: IP(1) and (1)(a) amended, p. 2321, § 249, effective July 1, 2004. L. 2004: (1)(d), (1)(e), and (1)(f) repealed, p. 1502, § 271, effective July 1.
CO Code § 7-110-107 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 110 - Amendment of Articles of Incorporation and Bylaws|Part 1 - Amendment of Articles of Incorporation|§ 7-110-107. Restated Articles of Incorporation

  The board of directors may restate the articles of incorporation at any time with or without shareholder action. If the corporation has not yet issued shares and no directors have been elected, its incorporators may restate the articles of incorporation at any time.    The restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment requiring shareholder approval, it shall be adopted as provided in section 7-110-103.    If the board of directors submits a restatement for shareholder action, the corporation shall give notice, in accordance with section 7-107-105, to each shareholder entitled to vote on the restatement of the shareholders' meeting at which the restatement will be voted upon. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the restatement, and the notice shall contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles of incorporation.    A corporation restating 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 restatement stating:   The domestic entity name of the corporation;    The text of the restated articles of incorporation;    Repealed.    If the restatement was adopted by the board of directors or incorporators without shareholder action, a statement to that effect and that shareholder action was not required.       Upon filing by the secretary of state or at any later effective date determined pursuant to section 7-90-304, restated articles of incorporation supersede the original articles of incorporation and all prior amendments to them.     History. Source: L. 93: Entire article added, p. 798, § 1, effective July 1, 1994. L. 2002: IP(4) and (5) amended, p. 1848, § 116, effective July 1; IP(4) and (5) amended, p. 1713, § 116, effective October 1. L. 2003: IP(4) and (4)(a) amended, p. 2322, § 250, effective July 1, 2004. L. 2004: (4)(c) repealed, p. 1503, § 272, effective July 1.
CO Code § 7-110-108 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 110 - Amendment of Articles of Incorporation and Bylaws|Part 1 - Amendment of Articles of Incorporation|§ 7-110-108. Amendment of Articles of Incorporation Pursuant to Reorganization

  Articles of incorporation may be amended, without action by the board of directors or shareholders, to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under a statute of the United States if the articles of incorporation after amendment contain only provisions required or permitted by section 7-102-102.    For an amendment to the articles of incorporation to be made pursuant to subsection (1) of this section, an individual or individuals designated by the court shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, articles of amendment stating:   The domestic entity name of the corporation;    The text of each amendment approved by the court;    The date of the court's order or decree approving the articles of amendment;    The title of the reorganization proceeding in which the order or decree was entered; and    A statement that the court had jurisdiction of the proceeding under a specified statute of the United States.       Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as provided in the reorganization plan.    This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.     History. Source: L. 93: Entire article added, p. 799, § 1, effective July 1, 1994. L. 2002: IP(2) amended, p. 1849, § 117, effective July 1; IP(2) amended, p. 1713, § 117, effective October 1. L. 2003: IP(2) and (2)(a) amended, p. 2322, § 251, effective July 1, 2004.
CO Code § 7-110-109 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 110 - Amendment of Articles of Incorporation and Bylaws|Part 1 - Amendment of Articles of Incorporation|§ 7-110-109. Effect of Amendment of Articles of Incorporation

 An amendment to the articles of incorporation does not affect any existing right of persons other than shareholders, any cause of action existing against or in favor of the corporation, or any proceeding to which the corporation is a party. An amendment changing a corporation's domestic entity name does not abate a proceeding brought by or against a corporation in its former entity name.   History. Source: L. 93: Entire article added, p. 799, § 1, effective July 1, 1994. L. 2000: Entire section amended, p. 979, § 61, effective July 1. L. 2003: Entire section amended, p. 2322, § 252, effective July 1, 2004.
CO Code § 7-110-201 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 110 - Amendment of Articles of Incorporation and Bylaws|Part 2 - Amendment of Bylaws|§ 7-110-201. Amendment of Bylaws by Board of Directors or Shareholders

  The board of directors may amend the bylaws at any time to add, change, or delete a provision, unless:   Articles 101 to 117 of this title or the articles of incorporation reserve such power exclusively to the shareholders in whole or part; or    A particular bylaw expressly prohibits the board of directors from doing so.       The shareholders may amend the bylaws even though the bylaws may also be amended by the board of directors.     History. Source: L. 93: Entire article added, p. 800, § 1, effective July 1, 1994.    ANNOTATION   Law reviews. For article, “Organizational Problems of the Small Business Corporation”, see 27 Dicta 79 (1950).   Annotator's note. Since § 7-110-201 is similar to § 7-5-109 as it existed prior to the 1993 recodification of the “Colorado Business Corporation Act”, articles 101 to 117 of title 7, cases construing that provision and its predecessors have been included in the annotations to this section.   Directors may make bylaws if certificate so provides. This section expressly authorizes the directors, if the certificate of incorporation so provides, to make such prudential bylaws as they deem proper for the management of the affairs of the company not inconsistent with the laws of the state. Mitchell v. Colo. Fuel & Iron Co., 117 F. 723 (D. Colo. 1902 ).   And courts will interfere only in case of abuse. The matter of adopting bylaws for the government of corporations, and the manner in which their business shall be transacted, is a matter so much of discretion that a court should interfere only in a plain case of abuse. Mitchell v. Colo. Fuel & Iron Co., 117 F. 723 (D. Colo. 1902 ).   Where bylaws conflict with the articles of incorporation, the articles of incorporation control and the bylaws in conflict are void. Paulek v. Isgar, 38 Colo. App. 29, 551 P.2d 213 (1976).
CO Code § 7-110-202 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 110 - Amendment of Articles of Incorporation and Bylaws|Part 2 - Amendment of Bylaws|§ 7-110-202. Bylaw Changing Quorum or Voting Requirement for Shareholders

  If authorized by the articles of incorporation, the shareholders may amend the bylaws to fix a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is required by articles 101 to 117 of this title. An amendment to the bylaws to add, change, or delete a greater quorum or voting requirement for shareholders shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever are greater.    A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection (1) of this section shall not be amended by the board of directors.     History. Source: L. 93: Entire article added, p. 800, § 1, effective July 1, 1994.    ANNOTATION   An amendment to the bylaws to increase a shareholder voting requirement is invalid unless authorized by the articles of incorporation irrespective of the fact that the amendment was adopted unanimously by both the shareholders and the board of directors. Harding v. Heritage Health Prods. Co., 98 P.3d 945 (Colo. App. 2004).