reglab/housing_qa huggingface dataset:
CO Code § 7-110-203 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 110 - Amendment of Articles of Incorporation and Bylaws|Part 2 - Amendment of Bylaws|§ 7-110-203. Bylaws - Changing Quorum or Voting Requirement for Directors - Requiring a Meeting Place

  A bylaw that fixes a greater quorum or voting requirement for the board of directors or that requires a meeting of shareholders to be held at a place may be amended or repealed:   If adopted by the shareholders, only by the shareholders unless the bylaws otherwise provide; or    If adopted by the board of directors, either by the shareholders or by the board of directors.       A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended only by a stated vote of either the shareholders or the board of directors.    Action by the board of directors under paragraph (b) of subsection (1) of this section to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors shall meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.     History. Source: L. 93: Entire article added, p. 800, § 1, effective July 1, 1994. L. 2003: (2) amended, p. 2322, § 253, effective July 1, 2004. L. 2021: IP(1) and (1)(a) amended,(HB 21-1124), ch. 41, p. 170, § 23, effective April 19.    Editor's note:   Section 32 of chapter 41 (HB 21-1124), Session Laws of Colorado 2021, provides that the act changing this section applies to conduct occurring on or after April 19, 2021.
CO Code § 7-113-103 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 113 - Appraisal Rights|Part 1 - Right to Appraisal and Payment for Shares|§ 7-113-103. Assertion of Rights by Nominees and Beneficial Owners

  A shareholder may assert appraisal rights as to fewer than all the shares registered in the shareholder's name but owned by a beneficial owner other than the shareholder only if the shareholder objects with respect to all shares of the class or series owned by the beneficial owner and notifies the corporation in writing of the name and address and federal taxpayer identification number, if any, of each beneficial owner on whose behalf appraisal rights are being asserted. The rights of a shareholder who asserts appraisal rights under this subsection (1) for only part of the shares held of record in the shareholder's name are determined as if the shares as to which the shareholder objects and the shareholder's other shares were registered in the names of different shareholders.    A beneficial owner may assert appraisal rights as to shares of any class or series held on behalf of the beneficial owner only if the beneficial owner:   Submits to the corporation the shareholder's written consent to the assertion of the rights no later than the date specified in section 7-113-203 (2)(b)(II); and    Does so with respect to all shares of the class or series that are owned by the beneficial owner.       The corporation may require that, when a shareholder objects with respect to the shares of any class or series held by any one or more beneficial owners, each such beneficial owner must certify to the corporation that the beneficial owner and the shareholder or shareholders of all shares of that class or series owned by the beneficial owner have asserted, or will timely assert, the beneficial owner's appraisal rights as to all shares as to which there is no limitation on the ability to exercise appraisal rights. Any such requirement must be stated in the notice given pursuant to section 7-113-202.     History. Source: L. 2019: Entire article R&RE,(SB 19-086), ch. 166, p. 1952, § 56, effective July 1, 2020.    Editor's note:   This section is similar to former § 7-113-103 as it existed prior to July 1, 2020.   ANNOTATION   Law reviews. For article, “Sale of Substantially All Corporate Assets”, see 16 Colo. Law. 455 (1987). For article, “Mergers and Acquisitions in Colorado: A Practitioner's Roadmap”, see 16 Colo. Law. 769 (1987). For article, “Dissenter's Rights in Colorado”, see 18 Colo. Law. 1101 (1989).
CO Code § 7-113-202 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 113 - Appraisal Rights|Part 2 - Procedure for Exercise of Appraisal Rights|§ 7-113-202. Notice of Intent to Demand Payment

  If a proposed corporate action specified in section 7-113-102 (1) is submitted to a vote at a shareholders' meeting, a shareholder that wishes to assert appraisal rights with respect to any class or series of shares:   Must deliver to the corporation, before the vote is taken, notice of the shareholder's intent to demand payment if the proposed corporate action is effectuated; and    Must not vote, or cause or permit to be voted, any shares of the class or series in favor of the proposed corporate action.       If a proposed corporate action specified in section 7-113-102 (1) is to be approved by less than unanimous written consent, a shareholder that wishes to assert appraisal rights with respect to any class or series of shares must not execute a consent in favor of the proposed corporate action with respect to that class or series of shares.    A shareholder that fails to satisfy the requirements of subsection (1) or (2) of this section is not entitled to demand payment under this article 113.     History. Source: L. 2019: Entire article R&RE,(SB 19-086), ch. 166, p. 1954, § 56, effective July 1, 2020. L. 2021: (1)(a) amended,(HB 21-1124), ch. 41, p. 171, § 26, effective April 19.    Editor's note:    This section is similar to former § 7-113-202 as it existed prior to July 1, 2020.    Section 32 of chapter 41 (HB 21-1124), Session Laws of Colorado 2021, provides that the act changing this section applies to conduct occurring on or after April 19, 2021.     ANNOTATION   Law reviews. For article, “Dissenter's Rights in Colorado”, see 18 Colo. Law. 1101 (1989).
CO Code § 7-113-203 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 113 - Appraisal Rights|Part 2 - Procedure for Exercise of Appraisal Rights|§ 7-113-203. Appraisal Notice and Form

  If a proposed corporate action requiring appraisal rights under section 7-113-102 (1) becomes effective, the corporation shall deliver a written appraisal notice and form to all shareholders that may be entitled to assert appraisal rights.    The appraisal notice required by subsection (1) of this section shall be sent no earlier than the date the corporate action specified in section 7-113-102 (1) became effective, and no later than ten days after that date, and must:   Include a form that:   Specifies the first date of any announcement to shareholders, made before the date the corporate action became effective, of the principal terms of the proposed corporate action;    If the announcement was made, requires the shareholder asserting appraisal rights to certify whether beneficial ownership of those shares for which appraisal rights are asserted was acquired before that date; and    Requires the shareholder asserting appraisal rights to certify that the shareholder did not vote for or consent to the transaction;       State:   Where the form must be sent, where certificates for certificated shares must be deposited, and the date by which those certificates must be deposited, which date must not be earlier than the date for receiving the required form under subsection (2)(b)(II) of this section;    A date by which the corporation must receive the form, which date must not be fewer than forty nor more than sixty days after the date the appraisal notice and form are required to be sent pursuant to the introductory portion to subsection (2) of this section, and state that the shareholder waives the right to demand appraisal with respect to the shares unless the form is received by the corporation by the specified date;    The corporation's estimate of the fair value of the shares;    That, if requested in writing, the corporation will provide to the shareholder so requesting, within ten days after the date specified in subsection (2)(b)(II) of this section, a statement of the number of shareholders that return the forms by the specified date and the total number of shares owned by them; and    The date by which the notice to withdraw under section 7-113-204 must be received, which date must be within twenty days after the date specified in subsection (2)(b)(II) of this section; and       Be accompanied by a copy of this article 113.        History. Source: L. 2019: Entire article R&RE,(SB 19-086), ch. 166, p. 1954, § 56, effective July 1, 2020.    Editor's note:   This section is similar to former § 7-113-203 as it existed prior to July 1, 2020.   ANNOTATION   Law reviews. For article, “Dissenter's Rights in Colorado”, see 18 Colo. Law. 1101 (1989).
CO Code § 7-113-204 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 113 - Appraisal Rights|Part 2 - Procedure for Exercise of Appraisal Rights|§ 7-113-204. Perfection of Rights - Right to Withdraw

  A shareholder that receives notice pursuant to section 7-113-203 and that wishes to exercise appraisal rights must sign and return the form sent by the corporation and, in the case of certificated shares, deposit the shareholder's certificates in accordance with the terms of the notice by the date referred to in the notice given pursuant to section (2)(b)(II). In addition, if applicable, the shareholder must certify on the form whether the beneficial owner of the shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to section 7-113-203 (2)(a). If a shareholder fails to make this certification, the corporation may elect to treat the shareholder's shares as after-acquired shares under section 7-113-206. Once a shareholder deposits that shareholder's certificates or, in the case of uncertificated shares, returns the signed forms, that shareholder loses all rights as a shareholder unless the shareholder withdraws pursuant to subsection (2) of this section.    (b)(II)    A shareholder that does not sign and return the form and, in the case of certified shares, deposit that shareholder's share certificates where required, each by the date set forth in the notice described in section 7-113-203 (2), is not entitled to payment under this article 113.     (2) A shareholder who has complied with subsection (1) of this section may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice given pursuant to section 7-113-203 (2)(b)(V) . A shareholder that fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation's written consent.   History. Source: L. 2019: Entire article R&RE,(SB 19-086), ch. 166, p. 1955, § 56, effective July 1, 2020.    Editor's note:   This section is similar to former § 7-113-204 as it existed prior to July 1, 2020.   ANNOTATION   Law reviews. For article, “Dissenter's Rights in Colorado”, see 18 Colo. Law. 1101 (1989).   Even though a minority shareholder may have an action for compensatory damages as recognized by this section before the effective date of an action giving rise to the dissenter's rights, after the effective date of the action such pre-existing claims must be dismissed unless they fall within the narrow exception to the exclusivity requirement of § 7-113-102 (4) . Szaloczi v. Behrmann Revocable Trust, 90 P.3d 835 (Colo. 2004).
CO Code § 7-113-205 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 113 - Appraisal Rights|Part 2 - Procedure for Exercise of Appraisal Rights|§ 7-113-205. Payment

  Except as provided in section 7-113-206, within thirty days after the date specified in section 7-113-203 (2)(b)(II), the corporation shall pay in cash to those shareholders who complied with section 7-113-204 (1) the amount the corporation estimates to be the fair value of their shares, plus interest.    The payment to each shareholder pursuant to subsection (1) of this section must be accompanied by:     The annual financial statements specified in section 7-116-105 of the corporation that issued the shares to be appraised, which statement must be as of a date ending not more than sixteen months before the date of payment; except that, if the annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information; and (a) (I) The annual financial statements specified in section 7-116-105 of the corporation that issued the shares to be appraised, which statement must be as of a date ending not more than sixteen months before the date of payment; except that, if the annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information; and    The latest available quarterly financial statements of the corporation, if any;       A statement of the corporation's estimate of the fair value of the shares, which estimate must equal or exceed the corporation's estimate given pursuant to section 7-113-203 (2)(b)(III); and    A statement that shareholders described in subsection (1) of this section have the right to demand further payment under section 7-113-207 and that if any such shareholder does not do so within the period specified in section 7-113-207 (2), the shareholder shall be deemed to have accepted the payment in full satisfaction of the corporation's obligations under this article 113.         History. Source: L. 2019: Entire article R&RE,(SB 19-086), ch. 166, p. 1956, § 56, effective July 1, 2020.    Editor's note:   This section is similar to former § 7-113-206 as it existed prior to July 1, 2020.   ANNOTATION   Law reviews. For article, “Dissenter's Rights in Colorado”, see 18 Colo. Law. 1101 (1989).
CO Code § 7-113-206 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 113 - Appraisal Rights|Part 2 - Procedure for Exercise of Appraisal Rights|§ 7-113-206. After-Acquired Shares

  The corporation may elect to withhold payment otherwise required by section 7-113-205 from any shareholder that was required to certify, but did not certify, that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notices sent pursuant to section 7-113-203 (2)(a).    If the corporation elected to withhold payment under subsection (1) of this section, it must, within thirty days after the date specified in section 7-113-203 (2)(b)(II), notify all shareholders that are described in subsection (1) of this section:   Of the information required by section 7-113-205 (2)(a);    Of the corporation's estimate of fair value pursuant to section 7-113-205 (2)(b);    That they may accept the corporation's estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under section 7-113-207;    That those shareholders that wish to accept the offer must notify the corporation of their acceptance of the corporation's offer within thirty days after receiving the offer; and    That those shareholders who do not satisfy the requirements for demanding appraisal under section 7-113-207 shall be deemed to have accepted the corporation's offer.       Within ten days after receiving the shareholder's acceptance pursuant to subsection (2)(d) of this section, the corporation shall pay in cash the amount it offered under section 7-113-206 (2)(b) to each shareholder that agreed to accept the corporation's offer in full satisfaction of the shareholder's demand.    Within forty days after sending the notice described in subsection (2) of this section, the corporation shall pay in cash the amount it offered to pay under subsection (2)(b) of this section to each shareholder described in subsection (3) of this section.     History. Source: L. 2019: Entire article R&RE,(SB 19-086), ch. 166, p. 1956, § 56, effective July 1, 2020.    Editor's note:   This section is similar to former § 7-113-208 as it existed prior to July 1, 2020, and the former § 7-113-206 was relocated to § 7-113-205 .
CO Code § 7-113-207 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 113 - Appraisal Rights|Part 2 - Procedure for Exercise of Appraisal Rights|§ 7-113-207. Procedure if Shareholder Is Dissatisfied With Payment or Offer

  A shareholder that is paid pursuant to section 7-113-205 and is dissatisfied with the amount of the payment must notify the corporation in writing of that shareholder's estimate of the fair value of the shares and demand payment of that estimate, plus interest, less any payment made under section 7-113-205. A shareholder that is offered payment under section 7-113-206 and is dissatisfied with that offer must reject the offer and demand payment of the shareholder's stated estimate of the fair value of the shares, plus interest.    A shareholder that fails to notify the corporation in writing of that shareholder's demand to be paid the shareholder's stated estimate of the fair value plus interest under subsection (1) of this section within thirty days after receiving the corporation's payment or offer of payment under section 7-113-205 or 7-113-206, respectively, waives the right to demand payment under this section and is entitled only to the payment made or offered pursuant to those respective sections.     History. Source: L. 2019: Entire article R&RE,(SB 19-086), ch. 166, p. 1957, § 56, effective July 1, 2020.    Editor's note:   This section is similar to former § 7-113-209 as it existed prior to July 1, 2020.
CO Code § 7-113-401 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 113 - Appraisal Rights|Part 4 - Other Remedies|§ 7-113-401. Other Remedies Limited

  The legality of a proposed or completed corporate action described in section 7-113-102 (1) may not be contested, nor may the corporate action be enjoined, set aside, or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action.    Subsection (1) of this section does not apply to a corporate action that:   Was not authorized and approved in accordance with the applicable provisions of:   Article 109, 110, 111, or 112 of this title 7;    The articles of incorporation or bylaws; or    The resolution of the board of directors authorizing the corporate action;       Was procured as a result of fraud, a material misrepresentation, or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading;    Is an interested transaction, unless it has been recommended by the board of directors in the same manner as is provided in section 7-108-501 and has been approved by the shareholders, in the same manner as is provided in section 7-108-501, as if the interested transaction were a director's conflicting interest transaction; or    Was approved by less than unanimous consent of the voting shareholders pursuant to section 7-107-104 if:   The challenge to the corporate action is brought by a shareholder that did not consent and as to whom notice of the approval of the corporate action was not effective at least ten days before the corporate action was effected; and    The proceeding challenging the corporate action is commenced within ten days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.           History. Source: L. 2019: Entire article R&RE, (SB 19-086), ch. 166, p. 1960, § 56, effective July 1, 2020.
CO Code § 7-114-101 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 114 - Dissolution|Part 1 - Voluntary Dissolution|§ 7-114-101. Authorization of Dissolution Before Issuance of Shares

 If a corporation has not yet issued shares, a majority of its directors or, if no directors have been elected, a majority of its incorporators may authorize the dissolution of the corporation.   History. Source: L. 93: Entire article added, p. 822, § 1, effective July 1, 1994.
CO Code § 7-114-102 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 114 - Dissolution|Part 1 - Voluntary Dissolution|§ 7-114-102. Authorization of Dissolution After Issuance of Shares

  After shares have been issued, dissolution of a corporation may be authorized in the manner provided in subsection (2) of this section.    For a proposal to dissolve the corporation to be authorized:   The board of directors shall adopt the proposal to dissolve;    The board of directors shall recommend the proposal to dissolve to the shareholders 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; and    The shareholders entitled to vote on the proposal to dissolve shall approve the proposal to dissolve as provided in subsection (5) of this section.       The board of directors may condition the effectiveness of the dissolution on any basis.    The corporation shall give notice, in accordance with section 7-107-105, to each shareholder entitled to vote on the proposal of the shareholders' meeting at which the proposal to dissolve will be voted upon. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the proposal to dissolve the corporation, and the notice shall contain or be accompanied by a copy of the proposal or a summary thereof.    Unless articles 101 to 117 of this title (including the provisions of section 7-117-101 (10)), the articles of incorporation, bylaws adopted by the shareholders, or the board of directors acting pursuant to subsection (3) of this section require a greater vote, the proposal to dissolve shall be approved by each voting group entitled to vote separately on the proposal by a majority of all the votes entitled to be cast on the proposal by that voting group.     History. Source: L. 93: Entire article added, p. 822, § 1, effective July 1, 1994.    ANNOTATION   Law reviews. For article, “1985 Amendments to the Colorado Corporation Code”, see 14 Colo. Law. 2173 (1985). For article, “Final Regulations on Substantial Economic Effect of Partnership Allocations”, see 15 Colo. Law 1009 (1986).   Annotator's note. Since § 7-114-102 is similar to § 7-8-103 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.   This section prescribes one of those instances where it is mandatory that all stockholders vote despite restrictions contained in the articles of incorporation. Hampton v. Tri-State Fin. Corp., 30 Colo. App. 420, 495 P.2d 566 (1972).   But section held not applicable to nonprofit corporations. Morris Alpert & Sons v. Kahler, 31 Colo. App. 345, 502 P.2d 98 (1972).
CO Code § 7-114-102.5 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 114 - Dissolution|Part 1 - Voluntary Dissolution|§ 7-114-102.5. Dissolution Upon Expiration of Period of Duration

  A corporation shall be dissolved upon and by reason of the expiration of its period of duration, if any, stated in its articles of incorporation.    A provision in the articles of incorporation to the effect that the corporation or its existence shall be terminated at a stated date or after a stated period of time or upon a contingency, or any similar provision, shall be deemed to be a provision for a period of duration within the meaning of this section, and the occurrence of such date, the expiration of the stated period of time, the occurrence of such contingency, or the satisfaction of such provision shall be deemed to be the expiration of the corporation's period of duration for purposes of this section.     History. Source: L. 96: Entire section added, p. 1324, § 34, effective June 1. L. 2003: (2) amended, p. 2327, § 263, effective July 1, 2004.