reglab/housing_qa huggingface dataset:
CO Code § 7-107-302 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 107 - Shareholders|Part 3 - Voting Trusts and Agreements|§ 7-107-302. Voting Agreements

  Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of section 7-107-301.    A voting agreement created under this section is specifically enforceable.     History. Source: L. 93: Entire article added, p. 777, § 1, effective July 1, 1994.
CO Code § 7-108-104 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 108 - Directors and Officers|Part 1 - Board of Directors|§ 7-108-104. Election of Directors by Certain Classes of Shareholders

 If the articles of incorporation authorize dividing the shares of the corporation into classes or series, the articles of incorporation may authorize the election of all or a stated number or portion of directors by the holders of one or more authorized classes or series of shares. A class or series of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors.   History. Source: L. 93: Entire article added, p. 779, § 1, effective July 1, 1994. L. 2003: Entire section amended, p. 2319, § 240, effective July 1, 2004.
CO Code § 7-108-106 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 108 - Directors and Officers|Part 1 - Board of Directors|§ 7-108-106. Staggered Terms for Directors

 The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group containing one-half or one-third of the total, as near as may be. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of directors in the second group expire at the second annual shareholders' meeting after their election, and the terms of directors in the third group, if any, expire at the third annual shareholders' meeting after their election. Upon the expiration of the initial staggered terms, directors shall be elected for terms of two years or three years, as the case may be, to succeed those whose terms expire.   History. Source: L. 93: Entire article added, p. 779, § 1, effective July 1, 1994.
CO Code § 7-108-107 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 108 - Directors and Officers|Part 1 - Board of Directors|§ 7-108-107. Resignation of Directors

  A director may resign at any time by giving notice of resignation to the corporation.    A resignation of a director is effective when the notice is received by the corporation unless the notice states a later effective date.    Repealed.     History. Source: L. 93: Entire article added, p. 780, § 1, effective July 1, 1994. L. 2000: (3) amended, p. 978, § 56, effective July 1. L. 2002: (3) amended, p. 1848, § 111, effective July 1; (3) amended, p. 1713, § 111, effective October 1. L. 2003: (2) amended, p. 2319, § 241, effective July 1, 2004. L. 2004: (3) repealed, p. 1498, § 253, effective July 1. L. 2021: (1) amended,(HB 21-1124), ch. 41, p. 169, § 17, 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 § 7-108-108 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 108 - Directors and Officers|Part 1 - Board of Directors|§ 7-108-108. Removal of Directors by Shareholders

  The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.    If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director.    A director may be removed only if the number of votes cast in favor of removal exceeds the number of votes cast against removal; except that, if cumulative voting is in effect, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against such removal.    A director may be removed by the shareholders only at a meeting called for the purpose of removing the director, and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director.    (Deleted by amendment,L. 2004, p. 1498, § 254, effective July 1, 2004.)     History. Source: L. 93: Entire article added, p. 780, § 1, effective July 1, 1994. L. 2000: (5) amended, p. 978, § 57, effective July 1. L. 2002: (5) amended, p. 1848, § 112, effective July 1; (5) amended, p. 1713, § 112, effective October 1. L. 2004: (4) and (5) amended, p. 1498, § 254, effective July 1.
CO Code § 7-108-109 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 108 - Directors and Officers|Part 1 - Board of Directors|§ 7-108-109. Removal of Directors by Judicial Proceeding

  A director may be removed by the district court for the county in this state in which the street address of the corporation's principal office is located or, if the corporation has no principal office in this state, by the district court for the county in which the street address of its registered agent is located or, if the corporation has no registered agent, by the district court for the city and county of Denver, in a proceeding commenced either by the corporation or by shareholders holding at least ten percent of the outstanding shares of any class, if the court finds that the director engaged in fraudulent or dishonest conduct or gross abuse of authority or discretion with respect to the corporation and that removal is in the best interests of the corporation.    The court that removes a director may bar the director from reelection for a period prescribed by the court.    If shareholders commence a proceeding under subsection (1) of this section, they shall make the corporation a party defendant.    Repealed.     History. Source: L. 93: Entire article added, p. 780, § 1, effective July 1, 1994. L. 96: (1) amended, p. 1318, § 21, effective June 1. L. 2000: (4) amended, p. 978, § 58, effective July 1. L. 2002: (4) amended, p. 1848, § 113, effective July 1; (4) amended, p. 1713, § 113, effective October 1. L. 2003: (1) amended, p. 2319, § 242, effective July 1, 2004. L. 2004: (4) repealed, p. 1498, § 255, effective July 1.
CO Code § 7-108-110 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 108 - Directors and Officers|Part 1 - Board of Directors|§ 7-108-110. Vacancy on Board

  Unless otherwise provided in the articles of incorporation, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:   The shareholders may fill the vacancy;    The board of directors may fill the vacancy; or    If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.       Notwithstanding subsection (1) of this section, unless otherwise provided in the articles of incorporation, if the vacant office was held by a director elected by a voting group of shareholders:   If one or more of the remaining directors were elected by the same voting group, only such directors are entitled to vote to fill the vacancy if it is filled by directors, and they may do so by the affirmative vote of a majority of such directors remaining in office; and    Only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.       A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under section 7-108-107 (2) or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.     History. Source: L. 93: Entire article added, p. 781, § 1, effective July 1, 1994.
CO Code § 7-108-111 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 108 - Directors and Officers|Part 1 - Board of Directors|§ 7-108-111. Compensation of Directors

 Unless otherwise provided in the bylaws, the board of directors may fix the compensation of directors.   History. Source: L. 93: Entire article added, p. 781, § 1, effective July 1, 1994.
CO Code § 7-108-201 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 108 - Directors and Officers|Part 2 - Meetings and Action of the Directors|§ 7-108-201. Meetings

  The board of directors may hold regular or special meetings in or out of this state and may hold the meetings by means of remote communication without designating a place.    Unless otherwise provided in the bylaws, the board of directors may permit any director to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.     History. Source: L. 93: Entire article added, p. 782, § 1, effective July 1, 1994. L. 2021: (1) amended,(HB 21-1124), ch. 41, p. 169, § 18, 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 § 7-108-202 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 108 - Directors and Officers|Part 2 - Meetings and Action of the Directors|§ 7-108-202. Action Without Meeting

  Unless the bylaws require that the action be taken at a meeting, any action required or permitted by articles 101 to 117 of this title to be taken at a board of directors' meeting may be taken without a meeting if all members of the board consent to such action in writing.    Action is taken under this section at the time the last director signs a writing describing the action taken, unless, before such time, any director has revoked the director's consent by a writing signed by the director and received by the secretary or any other person authorized by the bylaws or the board of directors to receive such a revocation.    Action under this section is effective at the time it is taken as provided by subsection (2) of this section, unless the directors establish a different effective date.    Action taken pursuant to this section has the same effect as action taken at a meeting of directors and may be described as such in any document.     History. Source: L. 93: Entire article added, p. 782, § 1, effective July 1, 1994. L. 2004: (2) amended, p. 1498, § 256, effective July 1.
CO Code § 7-108-203 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 108 - Directors and Officers|Part 2 - Meetings and Action of the Directors|§ 7-108-203. Notice of Meeting

  Unless otherwise provided in the bylaws, regular meetings of the board of directors may be held without notice of the date, time, place, if any place is designated, or purpose of the meeting.    Unless the bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two days' notice of the date, time, and place, if any, or access by remote communication of the meeting. The notice need not describe the purpose of the special meeting unless required by the bylaws.     History. Source: L. 93: Entire article added, p. 782, § 1, effective July 1, 1994. L. 2021: Entire section amended,(HB 21-1124), ch. 41, p. 169, § 19, 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 § 7-108-204 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 108 - Directors and Officers|Part 2 - Meetings and Action of the Directors|§ 7-108-204. Waiver of Notice

  A director may waive any notice of a meeting before or after the time and date of the meeting stated in the notice. Except as provided by subsection (2) of this section, the waiver shall be in writing and signed by the director entitled to the notice. Such waiver shall be delivered to the corporation for filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver.    A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless:   At the beginning of the meeting or promptly upon the director's later arrival, the director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting; or    If special notice was required of a particular purpose pursuant to section 7-108-203 (2), the director objects to transacting business with respect to the purpose for which such special notice was required and does not thereafter vote for or assent to action taken at the meeting with respect to such purpose.        History. Source: L. 93: Entire article added, p. 782, § 1, effective July 1, 1994. L. 2004: IP(2) and (2)(a) amended, p. 1498, § 257, effective July 1.
CO Code § 7-108-205 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 108 - Directors and Officers|Part 2 - Meetings and Action of the Directors|§ 7-108-205. Quorum and Voting

  Unless a greater number is required by the bylaws, a quorum of a board of directors consists of:   A majority of the number of directors fixed if the corporation has a fixed board size; or    A majority of the number of directors fixed or, if no number is fixed, of the number in office immediately before the meeting begins, if a range for the size of the board is established pursuant to section 7-108-103 (2).       The bylaws may authorize a quorum of a board of directors to consist of:   No fewer than a majority of the number of directors fixed if the corporation has a fixed board size; or    No fewer than a majority of the number of directors fixed or, if no number is fixed, of the number in office immediately before the meeting begins, if a range for the size of the board is established pursuant to section 7-108-103 (2).       If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the vote of a greater number of directors is required by articles 101 to 117 of this title or the bylaws.    A director who is present at a meeting of the board of directors when corporate action is taken is deemed to have assented to all action taken at the meeting unless:   The director objects at the beginning of the meeting, or promptly upon the director's arrival, to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting;    The director contemporaneously requests that the director's dissent or abstention as to any specific action taken be entered in the minutes of the meeting; or    The director causes notice of the director's dissent or abstention as to any specific action to be received by the presiding officer of the meeting before adjournment of the meeting or by the corporation promptly after adjournment of the meeting.       The right of dissent or abstention pursuant to subsection (4) of this section as to a specific action is not available to a director who votes in favor of the action taken.     History. Source: L. 93: Entire article added, p. 783, § 1, effective July 1, 1994. L. 96: (1) amended, p. 1318, § 22, effective June 1. L. 2004: (4) amended, p. 1498, § 258, effective July 1. L. 2021: (4)(c) amended,(HB 21-1124), ch. 41, p. 169, § 20, 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 § 7-108-206 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 108 - Directors and Officers|Part 2 - Meetings and Action of the Directors|§ 7-108-206. Committees

  Except as otherwise provided in the bylaws and subject to the provisions of section 7-109-106, the board of directors may create one or more committees and appoint one or more members of the board of directors to serve on them.    The creation of a committee and appointment of members to it shall be approved by the greater of a majority of all the directors in office when the action is taken or the number of directors required by the bylaws to take action under section 7-108-205.    Sections 7-108-201 to 7-108-205, which govern meetings, action without meeting, notice, waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.    To the extent stated in the bylaws or by the board of directors, each committee shall have the authority of the board of directors under section 7-108-101; except that a committee shall not:   Authorize distributions;    Approve or propose to shareholders action that articles 101 to 117 of this title require to be approved by shareholders;    Fill vacancies on the board of directors or on any of its committees;    Amend articles of incorporation pursuant to section 7-110-102;    Adopt, amend, or repeal bylaws;    Approve a plan of conversion or plan of merger not requiring shareholder approval;    Authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or    Authorize or approve the issuance or sale of shares, or a contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares; except that the board of directors may authorize a committee or an officer to do so within limits specifically prescribed by the board of directors.       The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 7-108-401.     History. Source: L. 93: Entire article added, p. 784, § 1, effective July 1, 1994. L. 96: IP(4) amended, p. 1318, § 23, effective June 1. L. 2003: IP(4) amended, p. 2320, § 243, effective July 1, 2004. L. 2007: (4)(f) amended, p. 245, § 42, effective May 29.
CO Code § 7-108-303 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 108 - Directors and Officers|Part 3 - Officers|§ 7-108-303. Resignation and Removal of Officers

  An officer may resign at any time by giving notice of resignation to the corporation.    A resignation of an officer is effective when the notice is received by the corporation unless the notice states a later effective date.    If a resignation is made effective at a later date, the board of directors may permit the officer to remain in office until the effective date and may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date, or the board of directors may remove the officer at any time before the effective date and may fill the resulting vacancy.    Unless otherwise provided in the bylaws, the board of directors may remove any officer at any time with or without cause. The bylaws or the board of directors may make provision for the removal of officers by other officers or by the shareholders.    Repealed.     History. Source: L. 93: Entire article added, p. 785, § 1, effective July 1, 1994. L. 2000: (5) amended, p. 978, § 59, effective July 1. L. 2002: (5) amended, p. 1848, § 114, effective July 1; (5) amended, p. 1713, § 114, effective October 1. L. 2003: (2) amended, p. 2320, § 245, effective July 1, 2004. L. 2004: (5) repealed, p. 1499, § 261, effective July 1. L. 2021: (1) amended,(HB 21-1124), ch. 41, p. 170, § 21, 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 § 7-108-304 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 108 - Directors and Officers|Part 3 - Officers|§ 7-108-304. Contract Rights With Respect to Officers

  The appointment of an officer does not itself create contract rights.    An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.     History. Source: L. 93: Entire article added, p. 786, § 1, effective July 1, 1994.
CO Code § 7-108-401 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 108 - Directors and Officers|Part 4 - Standards of Conduct|§ 7-108-401. General Standards of Conduct for Directors and Officers

  Each director shall discharge the director's duties as a director, including the director's duties as a member of a committee, and each officer with discretionary authority shall discharge the officer's duties under that authority:   In good faith;    With care; and    In a manner the director or officer reasonably believes to be in the best interests of the corporation.       In discharging duties under this section, a director or officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:   One or more officers or employees of the corporation whom the director or officer reasonably believes to be reliable and competent with respect to the information, opinions, reports, or statements;    One or more legal counsel, accountants, or other persons retained by the corporation as to matters involving expertise or skills the director or officer reasonably believes are within the person's professional or expert competence;    In the case of a director, a committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence; or    In the case of an officer, the board of directors or any committee of the board of directors.       A director or officer may not rely on information, opinion, reports, or statements as permitted by subsection (2) of this section if the director or officer has knowledge concerning the matter in question that makes the reliance unwarranted.    A director or officer of a corporation, in the performance of duties in that capacity, does not have any fiduciary duty to any creditor of the corporation arising only from the status as a creditor, whether the corporation is solvent or insolvent.     History. Source: L. 2019: Entire part amended with relocations,(SB 19-086), ch. 166, p. 1930, § 35, effective July 1, 2020.    Editor's note:   This section is similar to former § 7-108-401 as it existed prior to 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).   To prevail under the safe harbor affirmative defense, a defendant is required to prove each element of the defense. Paratransit Risk Retention Group Ins. Co. v. Kamins, 160 P.3d 307 (Colo. App. 2007).   Effect of corporation's insolvency on directors' and officers' duty to creditors is not clear under the 2006 amendment to subsection (5), but where plaintiff showed only that corporation was “never successful financially”, insolvency was not proven and an action for individual liability on corporate debt could not be sustained. McCallum Family L.L.C. v. Winger, 221 P.3d 69 (Colo. App. 2009).