reglab/housing_qa huggingface dataset:
CO Code § 7-102-104 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 102 - Incorporation|§ 7-102-104. Unauthorized Assumption of Corporate Powers

 All persons purporting to act as or on behalf of a corporation without authority to do so and without good faith belief that they have such authority shall be jointly and severally liable for all liabilities incurred or arising as a result thereof.   History. Source: L. 93: Entire article added, p. 744, § 1, effective July 1, 1994.    ANNOTATION   Law reviews. For article, “The 1985 Proposed Revisions to the Colorado Corporation Code”, see 14 Colo. Law. 34 (1985).   Annotator's note. Since § 7-102-104 is similar to § 7-3-104 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.   Purpose of section is to impose personal liability upon those persons who act as a corporation without having undertaken any bona fide effort to achieve corporate status by complying with the statutory requirements for incorporation. Micciche v. Billings, 727 P.2d 367 (Colo. 1986).   If no steps to incorporate have been initiated, and, therefore, no corporation exists, an individual is personally liable for his acts regardless of his good faith belief in the existence of a corporation. Jean Claude Boisset Wines U.S.A. v. Newton, 830 P.2d 1134 (Colo. App. 1992).   The statute is intended to impose personal liability upon those persons who take it upon themselves to hold themselves out and improperly act as a corporation without having undertaken any bona fide effort to achieve corporate status. Jean Claude Boisset Wines U.S.A. v. Newton, 830 P.2d 1134 (Colo. App. 1992).   The statute is not intended to exempt an individual from liability for his personal acts where no corporate documents such as the articles of incorporation were ever prepared. Jean Claude Boisset Wines U.S.A. v. Newton, 830 P.2d 1134 (Colo. App. 1992).   Even if an individual has a good faith belief in the existence of a corporation, where no steps have been taken to initiate incorporation, an individual is personally liable for such individual's acts purportedly carried out on behalf of the corporation. This section was not intended to exempt an individual from liability for his personal acts where no corporation documents were ever prepared. Jean Claude Boisset Wines U.S.A., Inc. v. Newton, 830 P.2d 1134 (Colo. App. 1992).   This section applies only to representatives of domestic corporations, and not to agents of foreign corporations. Nat'l Ass'n of Credit Mgt. v. Burke, 645 P.2d 1323 (Colo. App. 1982).   Applied in Billings v. Micciche, 691 P.2d 1155 (Colo. App. 1984).
CO Code § 7-102-105 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 102 - Incorporation|§ 7-102-105. Organization of Corporation

  After incorporation:   If initial directors are not elected in the articles of incorporation, the incorporators may 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    The initial directors may 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 101 to 117 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 7-108-202 for action by directors without a meeting.    An organizational meeting may be held in or out of this state.     History. Source: L. 93: Entire article added, p. 744, § 1, effective July 1, 1994.
CO Code § 7-102-106 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 102 - Incorporation|§ 7-102-106. Bylaws

  The board of directors or, if no directors have been elected, the incorporators may adopt initial bylaws. If neither the incorporators nor the board of directors have adopted initial bylaws, the shareholders may do so.    The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or with the articles of incorporation.     History. Source: L. 93: Entire article added, p. 745, § 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 § 7-102-106 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 this title, 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 § 7-102-107 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 102 - Incorporation|§ 7-102-107. 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 shareholders, may include all provisions necessary for managing the 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 corporation; and    May not be the basis for imposition of liability on any director, officer, employee, or agent of the 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. 93: Entire article added, p. 745, § 1, effective July 1, 1994.
CO Code § 7-102-108 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 102 - Incorporation|§ 7-102-108. Forum Selection - Definition

  The articles of incorporation or the bylaws may require that any or all internal corporate claims must be brought exclusively in any specified court of this state and, if so specified, in any additional courts in this state or in any other jurisdiction with which the corporation has a reasonable relationship.    A provision of the articles of incorporation or bylaws specified in subsection (1) of this section does not confer jurisdiction on any court or over any person or claim and does not apply if none of the courts specified by the provision has the requisite personal and subject-matter jurisdiction. If a court specified in a provision specified in subsection (1) of this section does not have the requisite personal and subject-matter jurisdiction and another court of this state does have that jurisdiction, the internal corporate claim may be brought:   In the other court of this state, notwithstanding that the other court is not specified in the provision; and    In any other court specified in the provision that has the requisite jurisdiction.       No provision of the articles of incorporation or the bylaws may prohibit bringing an internal corporate claim in the courts of this state or require the claims to be determined by arbitration.    “Internal corporate claim” means:   Any claim that is based upon a violation of a duty under the laws of this state by a current or former director, officer, or shareholder in that capacity;    A derivative action or proceeding brought on behalf of the corporation;    An action asserting a claim arising pursuant to any provision of articles 101 to 117 of this title 7, the articles of incorporation, or bylaws; or    An action asserting a claim governed by the internal affairs doctrine that is not included in subsections (4)(a) to (4)(c) of this section.        History. Source: L. 2019: Entire section added,(SB 19-086), ch. 166, p. 1926, § 29, 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).
CO Code § 7-103-103 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 103 - Purposes and Powers|§ 7-103-103. 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 additional offices or regional offices, or authorize the 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 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 corporation:   Binds the corporation; and    May not be the basis for the imposition of liability on any director, officer, employee, or agent of the 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. 93: Entire article added, p. 747, § 1, effective July 1, 1994. L. 2003: (1)(b) amended, p. 2315, § 224, effective July 1, 2004.
CO Code § 7-103-104 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 103 - Purposes and Powers|§ 7-103-104. 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 corporation lacks or lacked power to act.    A corporation's power to act may be challenged:   In a proceeding by a shareholder against the corporation to enjoin the act;    In a proceeding by or in the right of the 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 corporation; or    In a proceeding by the attorney general under section 7-114-301.       In a shareholder's 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, other than anticipated profits, suffered by the corporation or another party because of the injunction.        History. Source: L. 93: Entire article added, p. 748, § 1, effective July 1, 1994. L. 96: (3) amended, p. 1313, § 11, effective June 1.    ANNOTATION   This section prohibits an individual's claim that a corporation is acting beyond the scope of its power. This section does not bar a claim that an individual lacked power to act for a corporation, and the law of agency governed such a claim. Mortgage Invs. Corp. v. Battle Mtn. Corp., 70 P.3d 1176 (Colo. 2003).
CO Code § 7-105-101 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 105 - Office and Agent|§ 7-105-101. Registered Office and Registered Agent

  Part 7 of article 90 of this title, providing for registered agents and service of process, applies to corporations incorporated under or subject to articles 101 to 117 of this title.    (Deleted by amendment,L. 2003, p. 2315, § 225, effective July 1, 2004.)     History. Source: L. 93: Entire article added, p. 751, § 1, effective July 1, 1994. L. 2003: Entire section amended, p. 2315, § 225, effective July 1, 2004.    ANNOTATION   Law reviews. For article, “1959 Amendments to the Colorado Corporation Code”, see 36 Dicta 489 (1959).   Annotator's note. Since § 7-105-101 is similar to § 7-3-110 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.   Applied in Cooper Drilling Inc. v. San Luis Valley Land Company, 743 P.2d 448 (Colo. App. 1987).
CO Code § 7-109-103 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 109 - Indemnification|§ 7-109-103. Mandatory Indemnification of Directors

 Unless limited by its articles of incorporation, a corporation shall indemnify an individual who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the individual was a party because the individual is or was a director, against reasonable expenses incurred by the individual in connection with the proceeding.   History. Source: L. 93: Entire article added, p. 791, § 1, effective July 1, 1994. L. 2004: Entire section amended, p. 1501, § 266, effective July 1. L. 2019: Entire section amended,(SB 19-086), ch. 166, p. 1938, § 39, effective July 1, 2020.    ANNOTATION   Indemnification not mandated where former director was not “wholly successful” since the jury found him liable for breaching his fiduciary duty to the corporation and the mere fact that the jury refused to award the corporation damages does not negate that finding. Quark, Inc. v. Harley, 141 F.3d 1185 (10th Cir. 1998).   Indemnification is mandated when jury found former director breached a duty to the corporation but refused to award the corporation damages because of a lack of causation, since the defense was “wholly successful”. Waskel v. Guaranty Nat'l Corp., 23 P.3d 1214 (Colo. App. 2000) (declining to follow Quark, Inc. v. Harley, 141 F.3d 1185 (10th Cir. 1998)).
CO Code § 7-109-104 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 109 - Indemnification|§ 7-109-104. Advance of Expenses to Directors

  A corporation may, before final disposition of a proceeding, pay for or reimburse the reasonable expenses incurred by an individual who is a party to a proceeding because that person is a director if:   The director delivers to the corporation a written affirmation of the director's good faith belief that:   The director has met the relevant standard of conduct described in section 7-109-102; or    The proceeding involves conduct for which liability has been eliminated under a provision in the articles of incorporation as authorized by section 7-102-102 (2)(d); and       The director delivers to the corporation a written undertaking, executed personally or on the director's behalf, to repay any funds advanced if the director is not entitled to mandatory indemnification under section 7-109-103 and it is ultimately determined under section 7-109-105 or 7-109-106 that the director has not met the relevant standard of conduct described in section 7-109-102.       The undertaking required by subsection (1)(b) of this section is an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.    Authorizations of payments under this section shall be made in the manner specified in section 7-109-106.     History. Source: L. 93: Entire article added, p. 791, § 1, effective July 1, 1994. L. 2004: (1) amended, p. 1501, § 267, effective July 1. L. 2019: Entire section amended, (SB 19-086), ch. 166, p. 1938, § 40, effective July 1, 2020.
CO Code § 7-109-105 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 109 - Indemnification|§ 7-109-105. Court-Ordered Indemnification - Advance of Expenses

  Unless otherwise provided in the articles of incorporation, a director who is or was a party to a proceeding may apply for indemnification or an advance of expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice the court considers necessary, the court may order indemnification or an advance of expenses in the following manner:   If it determines that the director is entitled to mandatory indemnification under section 7-109-103, the court shall order indemnification, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification.    If it determines that the director is entitled to indemnification or an advance of expenses under section 7-109-109 (1), the court shall order indemnification or an advance of expenses, as applicable, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification or advance of expenses.    If it determines that the director is fairly and reasonably entitled to indemnification or an advance of expenses in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in section 7-109-102 (1), failed to comply with section 7-109-104, or was adjudged liable in the circumstances described in section 7-109-102 (4), the court may order such indemnification or advance of expenses as the court deems proper; except that the indemnification with respect to any proceeding in which liability has been adjudged in the circumstances described in section 7-109-102 (4) is limited to reasonable expenses incurred in connection with the proceeding and reasonable expenses incurred to obtain court-ordered indemnification.        History. Source: L. 93: Entire article added, p. 792, § 1, effective July 1, 1994. L. 2019: Entire section amended, (SB 19-086), ch. 166, p. 1939, § 41, effective July 1, 2020.
CO Code § 7-109-106 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 109 - Indemnification|§ 7-109-106. Determination and Authorization of Indemnification of Directors

  A corporation may not indemnify a director under section 7-109-102 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 7-109-102. A corporation shall not advance expenses to a director under section 7-109-104 unless authorized in the specific case after the written affirmation and undertaking required by section 7-109-104 (1)(a) and (1)(b) are received.    The determinations required by subsection (1) of this section must be made:   If there are two or more disinterested directors, by the board of directors by a majority vote of all the disinterested directors, a majority of whom constitute a quorum for this purpose, or by a majority vote of a committee of the board of directors appointed by such a vote, which committee consists of two or more disinterested directors;    By independent legal counsel selected in the manner specified in subsection (2)(a) of this section or, if there are fewer than two disinterested directors, by independent legal counsel selected by a majority vote of the full board of directors; or    By the shareholders, but shares owned by or voted under the control of a director who at the time is not a disinterested director may not be voted on the determination.       Authorization of indemnification and an advance of expenses must be made in the same manner as the determination that indemnification or an advance of expenses is permissible; except that, if the determination that indemnification or an advance of expenses is permissible is made by independent legal counsel, authorization of indemnification and an advance of expenses must be made by the body that selected the counsel.     History. Source: L. 93: Entire article added, p. 792, § 1, effective July 1, 1994. L. 2019: Entire section amended, (SB 19-086), ch. 166, p. 1939, § 42, effective July 1, 2020.
CO Code § 7-109-107 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 109 - Indemnification|§ 7-109-107. Indemnification of Officers, Employees, Fiduciaries, and Agents

  An officer is entitled to mandatory indemnification or an advance of expenses under section 7-109-103, and is entitled to apply for court-ordered indemnification or an advance of expenses under section 7-109-105, in each case to the same extent as a director.    A corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent of the corporation to the same extent as to a director.    A corporation may also indemnify and advance expenses to an officer, employee, fiduciary, or agent who is not a director to such further extent as may be provided for by its articles of incorporation, bylaws, general or specific action of its board of directors or shareholders, or contract. This subsection (3) applies to an officer who is also a director if the basis on which the officer is made a party to the proceeding is an act or omission solely as an officer.     History. Source: L. 93: Entire article added, p. 793, § 1, effective July 1, 1994. L. 2019: Entire section amended,(SB 19-086), ch. 166, p. 1940, § 43, effective July 1, 2020.    ANNOTATION   Officers qualify for corporate indemnification if they are sued at least in part because, or by reason of the fact that, they are or were officers of a corporation. Weisbart v. Agri Tech, Inc., 22 P.3d 954 (Colo. App. 2001).   Indemnification is mandated when jury found former officers and employees breached a duty to the corporation but refused to award the corporation damages because of a lack of causation, since the defense was “wholly successful” and corporate bylaws indemnified employees to the same extent as directors. Waskel v. Guaranty Nat'l Corp., 23 P.3d 1214 (Colo. App. 2000) (declining to follow Quark, Inc. v. Harley, 141 F.3d 1185 (10th Cir. 1998)).