2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › COLORADO BUSINESS CORPORATIONS (§§ 7-101-101 — 7-117-105) › Article 107 - SHAREHOLDERS (§§ 7-107-101 — 7-107-402) › Part 1 - MEETINGS (§§ 7-107-101 — 7-107-108) › Section 7-107-104 - Action without meeting

(1)
Unless the articles of incorporation require that such action be taken at a shareholders' meeting, any action required or permitted by articles
101
to
117
of this title to be taken at a shareholders' meeting may be taken without a meeting if:
(a)
All of the shareholders entitled to vote thereon consent to such action in writing; or
(b)
Except as otherwise provided in subsection (1.5) of this section and if expressly provided for in the articles of incorporation, the shareholders holding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the shares entitled to vote thereon were present and voted consent to such action in writing.
(1.5)
If shares are entitled to be voted cumulatively in the election of directors, shareholders may take action under this section to elect or remove directors only if:
(a)
The articles of incorporation do not require that such action be taken at a shareholders' meeting; and
(b)
All of the shareholders entitled to vote in the election or removal sign writings describing and consenting to the election or removal of the same directors and the writings are received by the corporation in accordance with subsection (2) of this section.
(2)
(a)
No action taken pursuant to this section is effective unless, within sixty days after the date the corporation first receives a document describing and consenting to the action and signed by a shareholder, the corporation has received documents that describe and consent to the action, signed by shareholders holding at least the number of shares entitled to vote on the action as required by subsection (1) or (1.5) of this section, as the case may be, disregarding any such document that has been revoked pursuant to subsection (3) of this section.
(b)
(I)
Action taken pursuant to this section is effective as of the date the corporation receives the last document necessary to effect the action unless all of the documents necessary to effect the action state another date as the effective date of the action, in which case the stated date is the effective date of the action.
(II)
A consent given by electronic transmission is delivered to the corporation upon the earliest of:
(A)
When the consent enters an information processing system, if any, designated by the corporation for receiving consents if the electronic transmission is in a form capable of being processed by that system and the corporation is able to retrieve that electronic transmission. Whether the corporation has designated an information processing system to receive consents is determined by the articles of incorporation, by the bylaws, or from the context and surrounding circumstances, including the conduct of the corporation.
(B)
When a paper reproduction of the consent is delivered to the corporation's principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of shareholders or members are recorded;
(C)
When a paper reproduction of the consent is delivered to the corporation's registered office in this state by hand or by certified or registered mail, return receipt requested; or
(D)
When delivered in such other manner, if any, provided by resolution of the board of directors or governing body of the corporation.
(III)
A consent given by electronic transmission is delivered under this section even if no person is aware of its receipt. Receipt of an electronic acknowledgment from an information processing system establishes that a consent given by electronic transmission was received but does not, by itself, establish that the content sent corresponds to the content received.
(3)
Any shareholder who has signed a document describing and consenting to action taken pursuant to this section may revoke the consent by a document signed and dated by the shareholder describing the action and stating that the shareholder's prior consent thereto is revoked, if the document is received by the corporation prior to the effectiveness of the action.
(4)
If not otherwise fixed under subsection (7) of this section or section
7-107-107
, the record date for determining shareholders entitled to take action pursuant to this section or entitled to be given notice under subsection (5.5) of this section of action taken pursuant to this section is the date the corporation first receives a document upon which the action is taken pursuant to this section.
(5)
Action taken under this section has the same effect as action taken at a meeting of shareholders and may be described as such in any document.
(5.5)
If action is taken under subsection (1) of this section with less than unanimous consent of all shareholders entitled to vote upon the action, the corporation or shareholders taking the action shall, upon receipt by the corporation of all documents necessary to effect the action, give notice of the action to all shareholders who were entitled to vote upon the action but who have not consented to the action in the manner provided in subsection (1) of this section. The notice must contain or be accompanied by the same material, if any, that would have been required under articles
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to
117
of this title 7 to be given to shareholders in or with a notice of the meeting at which the action would have been submitted to the shareholders.
(6)
(Deleted by amendment, L. 96, p. 1316, § 18, effective June 1, 1996.)
(7)
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, 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, the district court for the city and county of Denver may, upon application of the corporation or any shareholder who would be entitled to vote on the action at a shareholders' meeting, summarily state a record date for determining shareholders entitled to sign documents consenting to an action under this section and may enter other orders necessary or appropriate to effect the purposes of this section.
Amended by 2021 Ch. 41, § 11, eff. 4/19/2021.
L. 93: Entire article added, p. 766, § 1, effective 7/1/1994. L. 96: (2), (3), and (6) amended, p. 1316, § 18, effective June 1. L. 2003: (2) and (7) amended, p. 2318, § 235, effective 7/1/2004. L. 2005: (1), (2), (3), (4), and (7) amended and (1.5) and (5.5) added, p. 369, § 1, effective April 22.
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.