reglab/statecodes huggingface dataset:
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 129 - INDEMNIFICATION (§§ 7-129-101 — 7-129-110) › Section 7-129-105 - Court-ordered indemnification of directors

(1)
Unless otherwise provided in the articles of incorporation, a director who is or was a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification in the following manner:
(a)
If it determines that the director is entitled to mandatory indemnification under section
7-129-103
, the court shall order indemnification, in which case the court shall also order the nonprofit corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification.
(b)
If it determines that the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in section
7-129-102 (1)
or was adjudged liable in the circumstances described in section
7-129-102 (4)
, the court may order such indemnification as the court deems proper; except that the indemnification with respect to any proceeding in which liability shall have been adjudged in the circumstances described in section
7-129-102 (4)
is limited to reasonable expenses incurred in connection with the proceeding and reasonable expenses incurred to obtain court-ordered indemnification.
L. 97: Entire article added, p. 703, § 3, effective 7/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 129 - INDEMNIFICATION (§§ 7-129-101 — 7-129-110) › Section 7-129-106 - Determination and authorization of indemnification of directors

(1)
A nonprofit corporation may not indemnify a director under section
7-129-102
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
7-129-102
. A nonprofit corporation shall not advance expenses to a director under section
7-129-104
unless authorized in the specific case after the written affirmation and undertaking required by section
7-129-104 (1)(a) and (1)(b)
are received and the determination required by section
7-129-104 (1)(c)
has been made.
(2)
The determinations required by subsection (1) of this section shall be made:
(a)
By the board of directors by a majority vote of those present at a meeting at which a quorum is present, and only those directors not parties to the proceeding shall be counted in satisfying the quorum; or
(b)
If a quorum cannot be obtained, by a majority vote of a committee of the board of directors designated by the board of directors, which committee shall consist of two or more directors not parties to the proceeding; except that directors who are parties to the proceeding may participate in the designation of directors for the committee.
(3)
If a quorum cannot be obtained as contemplated in paragraph (a) of subsection (2) of this section, and a committee cannot be established under paragraph (b) of subsection (2) of this section, or, even if a quorum is obtained or a committee is designated, if a majority of the directors constituting such quorum or such committee so directs, the determination required to be made by subsection (1) of this section shall be made:
(a)
By independent legal counsel selected by a vote of the board of directors or the committee in the manner specified in paragraph (a) or (b) of subsection (2) of this section or, if a quorum of the full board cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full board of directors; or
(b)
By the voting members, but voting members who are also directors and who are at the time seeking indemnification may not vote on the determination.
(4)
Authorization of indemnification and advance of expenses shall be made in the same manner as the determination that indemnification or advance of expenses is permissible; except that, if the determination that indemnification or advance of expenses is permissible is made by independent legal counsel, authorization of indemnification and advance of expenses shall be made by the body that selected such counsel.
L. 97: Entire article added, p. 704, § 3, effective 7/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 129 - INDEMNIFICATION (§§ 7-129-101 — 7-129-110) › Section 7-129-107 - Indemnification of officers, employees, fiduciaries, and agents

(1)
Unless otherwise provided in the articles of incorporation:
(a)
An officer is entitled to mandatory indemnification under section
7-129-103
, and is entitled to apply for court-ordered indemnification under section
7-129-105
, in each case to the same extent as a director;
(b)
A nonprofit corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent of the nonprofit corporation to the same extent as to a director; and
(c)
A nonprofit corporation may also indemnify and advance expenses to an officer, employee, fiduciary, or agent who is not a director to a greater extent, if not inconsistent with public policy, and if provided for by its bylaws, general or specific action of its board of directors or voting members, or contract.
L. 97: Entire article added, p. 705, § 3, effective 7/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 129 - INDEMNIFICATION (§§ 7-129-101 — 7-129-110) › Section 7-129-108 - Insurance

A nonprofit corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the nonprofit corporation, or who, while a director, officer, employee, fiduciary, or agent of the nonprofit corporation, is or was serving at the request of the nonprofit corporation as a director, officer, partner, member, manager, trustee, employee, fiduciary, or agent of any domestic or foreign entity or of any employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from the person's status as a director, officer, employee, fiduciary, or agent, whether or not the nonprofit corporation would have power to indemnify the person against the same liability under section
7-129-102
,
7-129-103
, or
7-129-107
. Any such insurance may be procured from any insurance company designated by the board of directors, whether such insurance company is formed under the law of this state or any other jurisdiction, including any insurance company in which the nonprofit corporation has an equity or any other interest through stock ownership or otherwise.
L. 97: Entire article added, p. 705, § 3, effective 7/1/1998. L. 2003: Entire section amended, p. 2343, § 310, effective 7/1/2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 129 - INDEMNIFICATION (§§ 7-129-101 — 7-129-110) › Section 7-129-109 - Limitation of indemnification of directors

(1)
A provision treating a nonprofit corporation's indemnification of, or advance of expenses to, directors that is contained in its articles of incorporation or bylaws, in a resolution of its members or board of directors, or in a contract, except an insurance policy, or otherwise, is valid only to the extent the provision is not inconsistent with sections
7-129-101
to
7-129-108
. If the articles of incorporation limit indemnification or advance of expenses, indemnification and advance of expenses are valid only to the extent not inconsistent with the articles of incorporation.
(2)
Sections
7-129-101
to
7-129-108
do not limit a nonprofit corporation's power to pay or reimburse expenses incurred by a director in connection with an appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent in the proceeding.
L. 97: Entire article added, p. 706, § 3, effective 7/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 129 - INDEMNIFICATION (§§ 7-129-101 — 7-129-110) › Section 7-129-110 - Notice to voting members of indemnification of director

If a nonprofit corporation indemnifies or advances expenses to a director under this article in connection with a proceeding by or in the right of the nonprofit corporation, the nonprofit corporation shall give written notice of the indemnification or advance to the voting members with or before the notice of the next voting members' meeting. If the next voting member action is taken without a meeting at the instigation of the board of directors, such notice shall be given to the voting members at or before the time the first voting member signs a writing consenting to such action.
L. 97: Entire article added, p. 706, § 3, effective 7/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 130 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 7-130-101 — 7-130-302) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 7-130-101 — 7-130-108) › Section 7-130-101 - Authority to amend articles of incorporation

(1)
A nonprofit 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.
(2)
A member does not have a vested property right resulting from any provision in the articles of incorporation or the bylaws, including any provision relating to management, control, purpose, or duration of the nonprofit corporation.
L. 97: Entire article added, p. 706, § 3, effective 7/1/1998. L. 98: (2) amended, p. 625, § 32, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 130 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 7-130-101 — 7-130-302) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 7-130-101 — 7-130-108) › Section 7-130-103 - Amendment of articles of incorporation by board of directors and members

(1)
Unless articles
121
to
137
of this title, the articles of incorporation, the bylaws, or the members or the board of directors acting pursuant to subsection (5) of this section require a different vote or voting by class, the board of directors or the members 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 members.
(2)
For an amendment to the articles of incorporation to be adopted pursuant to subsection (1) of this section:
(a)
The board of directors shall recommend the amendment to the members unless the amendment is proposed by members 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 members with the amendment; and
(b)
The members entitled to vote on the amendment shall approve the amendment as provided in subsection (5) of this section.
(3)
The proposing board of directors or the proposing members may condition the effectiveness of the amendment on any basis.
(4)
The nonprofit corporation shall give notice, in accordance with section
7-127-104
, to each member entitled to vote on the amendment of the members' 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 or shall state the general nature of the amendment.
(5)
Unless articles
121
to
137
of this title, the articles of incorporation, bylaws adopted by the members, or the proposing board of directors or the proposing members acting pursuant to subsection (3) of this section require a greater vote, the amendment shall be approved by the votes required by sections
7-127-205
and
7-127-206
by every voting group entitled to vote on the amendment.
(6)
If the board of directors or the members seek to have the amendment approved by the members by written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.
L. 97: Entire article added, p. 708, § 3, effective 7/1/1998. L. 98: (1) and (4) amended, p. 625, § 34, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 130 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 7-130-101 — 7-130-302) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 7-130-101 — 7-130-108) › Section 7-130-104 - Voting on amendments of articles of incorporation by voting groups

(1)
Unless otherwise provided by articles
121
to
137
of this title or the articles of incorporation, if membership voting is otherwise required by articles
121
to
137
of this title, the members of a class who are entitled to vote are entitled to vote as a separate voting group on an amendment to the articles of incorporation if the amendment would:
(a)
Affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different than such amendment would affect another class;
(b)
Change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class;
(c)
Increase or decrease the number of memberships authorized for that class;
(d)
Increase the number of memberships authorized for another class;
(e)
Effect an exchange, reclassification, or termination of the memberships of that class; or
(f)
Authorize a new class of memberships.
(2)
If a class is to be divided into two or more classes as a result of an amendment to the articles of incorporation, the amendment shall be approved by the members of each class that would be created by the amendment.
L. 97: Entire article added, p. 708, § 3, effective 7/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 130 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 7-130-101 — 7-130-302) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 7-130-101 — 7-130-108) › Section 7-130-105 - Articles of amendment to articles of incorporation

(1)
A nonprofit 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:
(a)
The domestic entity name of the nonprofit corporation; and
(b)
The text of each amendment adopted.
(c) to (f)
(Deleted by amendment, L. 2005, p. 1217, § 24, effective October 1, 2005.)
L. 97: Entire article added, p. 709, § 3, effective 7/1/1998. L. 2002: IP(1) amended, p. 1855, § 141, effective July 1; IP(1) amended, p. 1720, § 143, effective October 1. L. 2003: IP(1) and (1)(a) amended, p. 2344, § 312, effective 7/1/2004. L. 2005: Entire section amended, p. 1217, § 24, effective October 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 130 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 7-130-101 — 7-130-302) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 7-130-101 — 7-130-108) › Section 7-130-106 - Restated articles of incorporation

(1)
The board of directors may restate the articles of incorporation at any time with or without member action. If the nonprofit corporation has no members and no directors have been elected, its incorporators may restate the articles of incorporation at any time.
(2)
The restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment requiring member approval, it shall be adopted as provided in section
7-130-103
.
(3)
If the board of directors submits a restatement for member action, the nonprofit corporation shall give notice, in accordance with section
7-127-104
, to each member entitled to vote on the restatement of the members' 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.
(4)
A nonprofit 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:
(a)
The domestic entity name of the nonprofit corporation;
(b)
The text of the restated articles of incorporation; and
(c)
(Deleted by amendment, L. 2008, p. 1879, § 8, effective August 5, 2008.)
(d)
If the restatement was adopted by the board of directors or incorporators without member action, a statement to that effect and that member action was not required.
(5)
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.
L. 97: Entire article added, p. 710, § 3, effective 7/1/1998. L. 2002: IP(4) and (5) amended, p. 1856, § 142, effective July 1; IP(4) and (5) amended, p. 1721, § 144, effective October 1. L. 2003: IP(4) and (4)(a) amended, p. 2344, § 313, effective 7/1/2004. L. 2008: (4)(b) and (4)(c) amended, p. 1879, § 8, effective August 5.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 130 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 7-130-101 — 7-130-302) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 7-130-101 — 7-130-108) › Section 7-130-107 - Amendment of articles of incorporation pursuant to reorganization

(1)
Articles of incorporation may be amended, without action by the board of directors or members, to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under a statute of this state or of the United States if the articles of incorporation after amendment contain only provisions required or permitted by section
7-122-102
.
(2)
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:
(a)
The domestic entity name of the nonprofit corporation;
(b)
The text of each amendment approved by the court;
(c)
The date of the court's order or decree approving the articles of amendment;
(d)
The title of the reorganization proceeding in which the order or decree was entered; and
(e)
A statement that the court had jurisdiction of the proceeding under a specified statute of this state or of the United States.
(3)
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.
L. 97: Entire article added, p. 710, § 3, effective 7/1/1998. L. 2002: IP(2) amended, p. 1856, § 143, effective July 1; IP(2) amended, p. 1721, § 145, effective October 1. L. 2003: IP(2) and (2)(a) amended, p. 2344, § 314, effective 7/1/2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 130 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 7-130-101 — 7-130-302) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 7-130-101 — 7-130-108) › Section 7-130-108 - Effect of amendment of articles of incorporation

An amendment to the articles of incorporation does not affect any existing right of persons other than members, any cause of action existing against or in favor of the nonprofit corporation, or any proceeding to which the nonprofit corporation is a party. An amendment changing a nonprofit corporation's domestic entity name does not abate a proceeding brought by or against a nonprofit corporation in its former entity name.
L. 97: Entire article added, p. 711, § 3, effective 7/1/1998. L. 2000: Entire section amended, p. 984, § 87, effective July 1. L. 2003: Entire section amended, p. 2344, § 315, effective 7/1/2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 130 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 7-130-101 — 7-130-302) › Part 2 - AMENDMENT OF BYLAWS (§§ 7-130-201 — 7-130-203) › Section 7-130-201 - Amendment of bylaws by board of directors or members

(1)
The board of directors may amend the bylaws at any time to add, change, or delete a provision, unless:
(a)
Articles
121
to
137
of this title or the articles of incorporation reserve such power exclusively to the members in whole or part; or
(b)
A particular bylaw expressly prohibits the board of directors from doing so; or
(c)
It would result in a change of the rights, privileges, preferences, restrictions, or conditions of a membership class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class.
(2)
The members may amend the bylaws even though the bylaws may also be amended by the board of directors. In such instance, the action shall be taken in accordance with sections
7-130-103
and
7-130-104
as if each reference therein to the articles of incorporation was a reference to the bylaws.
L. 97: Entire article added, p. 711, § 3, effective 7/1/1998. L. 98: (2) amended, p. 626, § 35, effective July 1. L. 2007: (2) amended, p. 249, § 53, effective May 29.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 130 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 7-130-101 — 7-130-302) › Part 2 - AMENDMENT OF BYLAWS (§§ 7-130-201 — 7-130-203) › Section 7-130-202 - Bylaw changing quorum or voting requirement for members

(1)
(Deleted by amendment, L. 98, p. 626, § 36, effective July 1, 1998.)
(2)
A bylaw that fixes a lesser or greater quorum requirement or a greater voting requirement for members pursuant to section
7-127-207
shall not be amended by the board of directors.
L. 97: Entire article added, p. 712, § 3, effective 7/1/1998. L. 98: Entire section amended, p. 626, § 36, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 130 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 7-130-101 — 7-130-302) › Part 2 - AMENDMENT OF BYLAWS (§§ 7-130-201 — 7-130-203) › Section 7-130-203 - Bylaw changing quorum or voting requirement for directors

(1)
A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended:
(a)
If adopted by the members, only by the members; or
(b)
If adopted by the board of directors, either by the members or by the board of directors.
(2)
A bylaw adopted or amended by the members 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 members or the board of directors.
(3)
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.
L. 97: Entire article added, p. 712, § 3, effective 7/1/1998. L. 2003: (2) amended, p. 2344, § 316, effective 7/1/2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 130 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 7-130-101 — 7-130-302) › Part 3 - APPROVAL BY THIRD PERSONS AND TERMINATING MEMBERS OR REDEEMING OR CANCELING MEMBERSHIPS (§§ 7-130-301 — 7-130-302) › Section 7-130-301 - Approval by third persons

The articles of incorporation may require an amendment to the articles of incorporation or bylaws to be approved in writing by a stated person or persons other than the board of directors. Such a provision may only be amended with the approval in writing of such person or persons.
L. 97: Entire article added, p. 712, § 3, effective 7/1/1998. L. 2003: Entire section amended, p. 2345, § 317, effective 7/1/2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 130 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 7-130-101 — 7-130-302) › Part 3 - APPROVAL BY THIRD PERSONS AND TERMINATING MEMBERS OR REDEEMING OR CANCELING MEMBERSHIPS (§§ 7-130-301 — 7-130-302) › Section 7-130-302 - Amendment terminating members or redeeming or canceling memberships

(1)
Any amendment to the articles of incorporation or bylaws of a nonprofit corporation that would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships shall meet the requirements of articles
121
to
137
of this title and this section.
(2)
Before adopting a resolution proposing an amendment as described in subsection (1) of this section, the board of directors of a nonprofit corporation shall give notice of the general nature of the amendment to the members.
L. 97: Entire article added, p. 713, § 3, effective 7/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 131 - MERGER (§§ 7-131-101 — 7-131-105) › Section 7-131-101 - Merger

(1)
One or more domestic nonprofit corporations may merge into another domestic entity if the board of directors of each nonprofit corporation that is a party to the merger and each other entity that is a party to the merger adopts a plan of merger complying with section
7-90-203.3
and the members entitled to vote thereon, if any, of each such nonprofit corporation, if required by section
7-131-102
, approve the plan of merger.
(2) and (3)
(Deleted by amendment, L. 2007, p. 249, § 54, effective May 29, 2007.)
L. 97: Entire article added, p. 713, § 3, effective 7/1/1998. L. 2003: (2) and (3) amended, p. 2345, § 318, effective 7/1/2004. L. 2007: Entire section amended, p. 249, § 54, effective May 29.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 131 - MERGER (§§ 7-131-101 — 7-131-105) › Section 7-131-101.5 - Conversion

A nonprofit corporation may convert into any form of entity permitted by section
7-90-201
if the board of directors of the nonprofit corporation adopts a plan of conversion that complies with section
7-90-201.3
and the members entitled to vote thereon, if any, if required by section
7-131-102
, approve the plan of conversion.
L. 2007: Entire section added, p. 250, § 55, effective May 29.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 131 - MERGER (§§ 7-131-101 — 7-131-105) › Section 7-131-103 - Statement of merger or conversion

(1)
After a plan of merger is approved, the surviving nonprofit corporation shall deliver to the secretary of state, for filing pursuant to part 3 of article
90
of this title, a statement of merger pursuant to section
7-90-203.7
. If the plan of merger provides for amendments to the articles of incorporation of the surviving nonprofit corporation, articles of amendment effecting the amendments shall be delivered to the secretary of state for filing pursuant to part 3 of article
90
of this title.
(2)
(Deleted by amendment, L. 2002, p. 1856, § 144, effective July 1, 2002; p. 1721, § 146, effective October 1, 2002.)
(3)
Repealed.
(4)
After a plan of conversion is approved, the converting nonprofit corporation shall deliver to the secretary of state, for filing pursuant to part 3 of article
90
of this title, a statement of conversion pursuant to section
7-90-201.7
.
L. 97: Entire article added, p. 715, § 3, effective 7/1/1998. L. 2002: IP(1), (2), and (3) amended, p. 1856, § 144, effective July 1; IP(1), (2), and (3) amended, p. 1721, § 146, effective October 1. L. 2003: (1) amended, p. 2345, § 319, effective 7/1/2004. L. 2004: (1) amended, p. 1512, § 304, effective July 1. L. 2006: (3) repealed, p. 884, § 87, effective July 1. L. 2007: (1) amended and (4) added, p. 251, § 57, effective May 29.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 131 - MERGER (§§ 7-131-101 — 7-131-105) › Section 7-131-104 - Effect of merger or conversion

(1)
The effect of a merger shall be as provided in section
7-90-204
.
(2)
The effect of a conversion shall be as provided in section
7-90-202
.
(3)
Nothing in this title shall limit the common law powers of the attorney general concerning the merger or conversion of a nonprofit corporation.
L. 97: Entire article added, p. 715, § 3, effective 7/1/1998. L. 2005: Entire section amended, p. 1218, § 25, effective October 1. L. 2007: Entire section amended, p. 251, § 58, effective May 29.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 131 - MERGER (§§ 7-131-101 — 7-131-105) › Section 7-131-105 - Merger with foreign entity

(1)
One or more domestic nonprofit corporations may merge with one or more foreign entities if:
(a)
The merger is permitted by section
7-90-203 (2)
;
(b)
(Deleted by amendment, L. 2007, p. 252, § 59, effective May 29, 2007.)
(c)
The foreign entity complies with section
7-90-203.7
, if it is the surviving entity of the merger; and
(d)
Each domestic nonprofit corporation complies with the applicable provisions of sections
7-131-101
and
7-131-102
and, if it is the surviving nonprofit corporation of the merger, with section
7-131-103
.
(2)
Upon the merger taking effect, the surviving foreign entity of a merger shall comply with section
7-90-204.5
.
(3) and (4)
(Deleted by amendment, L. 2006, p. 882, § 82, effective July 1, 2006.)
L. 97: Entire article added, p. 716, § 3, effective 7/1/1998. L. 2003: (1)(a) and (2) amended, p. 2346, § 320, effective 7/1/2004. L. 2006: (2) to (4) amended, p. 882, § 82, effective July 1. L. 2007: IP(1), (1)(a) to (1)(c), and (2) amended, p. 252, § 59, effective May 29.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 132 - SALE OF PROPERTY (§§ 7-132-101 — 7-132-102) › Section 7-132-101 - Sale of property

(1)
Unless the bylaws otherwise provide, a nonprofit corporation may, as authorized by the board of directors:
(a)
Sell, lease, exchange, or otherwise dispose of all or substantially all of its property in the usual and regular course of business;
(b)
Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber all or substantially all of its property whether or not in the usual and regular course of business.
(2)
Unless otherwise provided in the bylaws, approval by the members of a transaction described in this section is not required.
L. 97: Entire article added, p. 717, § 3, effective 7/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 133 - DISTRIBUTIONS (§§ 7-133-101 — 7-133-102) › Section 7-133-101 - Distributions prohibited

Except as authorized by section
7-133-102
, a nonprofit corporation shall not make any distributions.
L. 97: Entire article added, p. 719, § 3, effective 7/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 133 - DISTRIBUTIONS (§§ 7-133-101 — 7-133-102) › Section 7-133-102 - Authorized distributions

(1)
A nonprofit corporation may:
(a)
Make distributions of its income or assets to its members that are domestic or foreign nonprofit corporations;
(b)
Pay compensation in a reasonable amount to its members, directors, or officers for services rendered; and
(c)
Confer benefits upon its members in conformity with its purposes.
(2)
Nonprofit corporations may make distributions upon dissolution in conformity with article
134
of this title.
L. 97: Entire article added, p. 719, § 3, effective 7/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 134 - DISSOLUTION (§§ 7-134-101 — 7-134-501) › Part 1 - VOLUNTARY DISSOLUTION (§§ 7-134-101 — 7-134-109) › Section 7-134-101 - Dissolution by incorporators or directors if no members

(1)
If a nonprofit corporation has no members, a majority of its directors or, if there are no directors, a majority of its incorporators may authorize the dissolution of the nonprofit corporation.
(2)
The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the nonprofit corporation will be distributed after all creditors have been paid.
L. 97: Entire article added, p. 719, § 3, effective 7/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 134 - DISSOLUTION (§§ 7-134-101 — 7-134-501) › Part 1 - VOLUNTARY DISSOLUTION (§§ 7-134-101 — 7-134-109) › Section 7-134-102 - Dissolution by directors and members

(1)
Unless otherwise provided in the bylaws, dissolution of a nonprofit corporation may be authorized in the manner provided in subsection (2) of this section.
(2)
For a proposal to dissolve the nonprofit corporation to be authorized:
(a)
The board of directors shall adopt the proposal to dissolve;
(b)
The board of directors shall recommend the proposal to dissolve to the members entitled to vote thereon 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 members; and
(c)
The members entitled to vote on the proposal to dissolve shall approve the proposal to dissolve as provided in subsection (5) of this section.
(3)
The board of directors may condition the effectiveness of the dissolution, and the members may condition their approval of the dissolution, on any basis.
(4)
The nonprofit corporation shall give notice, in accordance with section
7-127-104
, to each member entitled to vote on the proposal of the members' meeting at which the proposal to dissolve will be voted on. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the proposal to dissolve the nonprofit corporation, and the notice shall contain or be accompanied by a copy of the proposal or a summary thereof.
(5)
Unless articles
121
to
137
of this title, the articles of incorporation, bylaws adopted by the members, 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 the votes required by sections
7-127-205
and
7-127-206
by every voting group entitled to vote on the proposal to dissolve.
(6)
The plan of dissolution shall indicate to whom the assets owned or held by the nonprofit corporation will be distributed after all creditors have been paid.
L. 97: Entire article added, p. 720, § 3, effective 7/1/1998. L. 2008: (2)(b) amended, p. 21, § 9, effective August 5.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 134 - DISSOLUTION (§§ 7-134-101 — 7-134-501) › Part 1 - VOLUNTARY DISSOLUTION (§§ 7-134-101 — 7-134-109) › Section 7-134-103 - Articles of dissolution

(1)
At any time after dissolution is authorized, the nonprofit corporation may dissolve by delivering to the secretary of state, for filing pursuant to part 3 of article
90
of this title, articles of dissolution stating:
(a)
The domestic entity name of the nonprofit corporation;
(b)
The principal office address of the nonprofit corporation's principal office; and
(c)
That the nonprofit corporation is dissolved.
(d) to (f)
(Deleted by amendment, L. 2004, p. 1513, § 305, effective July 1, 2004.)
(2)
A nonprofit corporation is dissolved upon the effective date of its articles of dissolution.
(3)
Articles of dissolution need not be filed by a nonprofit corporation that is dissolved pursuant to section
7-134-401
.
L. 97: Entire article added, p. 720, § 3, effective 7/1/1998. L. 2002: IP(1) amended, p. 1856, § 145, effective July 1; IP(1) amended, p. 1721, § 147, effective October 1. L. 2003: IP(1), (1)(a), and (1)(b) amended, p. 2346, § 321, effective 7/1/2004. L. 2004: (1) amended, p. 1513, § 305, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 134 - DISSOLUTION (§§ 7-134-101 — 7-134-501) › Part 1 - VOLUNTARY DISSOLUTION (§§ 7-134-101 — 7-134-109) › Section 7-134-104 - [Repealed]

L. 97: Entire article added, p. 721, § 3, effective 7/1/1998. L. 98: (4) amended, p. 626, § 37, effective July 1. L. 2000: (3)(a) and (5) amended, p. 984, § 88, effective July 1. L. 2002: IP(3) and (4) amended, p. 1856, § 146, effective July 1; IP(3) and (4) amended, p. 1721, § 148, effective October 1. L. 2003: IP(3), (3)(a), (4), and (5) amended, p. 2347, § 322, effective 7/1/2004. L. 2004: Entire section repealed, p. 1513, § 306, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 134 - DISSOLUTION (§§ 7-134-101 — 7-134-501) › Part 1 - VOLUNTARY DISSOLUTION (§§ 7-134-101 — 7-134-109) › Section 7-134-106 - [Repealed]

L. 97: Entire article added, p. 723, § 3, effective 7/1/1998. L. 2006: Entire section repealed, p. 884, § 87, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 134 - DISSOLUTION (§§ 7-134-101 — 7-134-501) › Part 1 - VOLUNTARY DISSOLUTION (§§ 7-134-101 — 7-134-109) › Section 7-134-107 - [Repealed]

L. 97: Entire article added, p. 724, § 3, effective 7/1/1998. L. 2003: (2)(a) amended, p. 2348, § 324, effective 7/1/2004. L. 2006: Entire section repealed, p. 884, § 87, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 134 - DISSOLUTION (§§ 7-134-101 — 7-134-501) › Part 1 - VOLUNTARY DISSOLUTION (§§ 7-134-101 — 7-134-109) › Section 7-134-108 - [Repealed]

L. 97: Entire article added, p. 725, § 3, effective 7/1/1998. L. 2006: Entire section repealed, p. 884, § 87, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 134 - DISSOLUTION (§§ 7-134-101 — 7-134-501) › Part 1 - VOLUNTARY DISSOLUTION (§§ 7-134-101 — 7-134-109) › Section 7-134-109 - [Repealed]

L. 97: Entire article added, p. 725, § 3, effective 7/1/1998. L. 2003: (4) added by revision, pp. 2356, 2357, §§ 347, 348.
Subsection (4) provided for the repeal of this section, effective July 1, 2004. (See L. 2003, pp. 2356, 2357.)
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 134 - DISSOLUTION (§§ 7-134-101 — 7-134-501) › Part 2 - ADMINISTRATIVE DISSOLUTION (§§ 7-134-201 — 7-134-205) › Section 7-134-201 - [Repealed]

L. 97: Entire article added, p. 726, § 3, effective 7/1/1998. L. 2000: (1)(b) amended, p. 985, § 90, effective July 1. L. 2003: Entire section amended, p. 2348, § 325, effective 7/1/2004. L. 2004: (1)(b) amended, p. 1514, § 307, effective July 1. L. 2005: Entire section repealed, p. 1218, § 26, effective October 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 134 - DISSOLUTION (§§ 7-134-101 — 7-134-501) › Part 2 - ADMINISTRATIVE DISSOLUTION (§§ 7-134-201 — 7-134-205) › Section 7-134-202 - [Repealed]

L. 97: Entire article added, p. 726, § 3, effective 7/1/1998. L. 2000: (3) amended, p. 985, § 91, effective July 1. L. 2003: (2), (3), (4), and (5) amended, p. 2348, § 326, effective 7/1/2004. L. 2005: Entire section repealed, p. 1218, § 26, effective October 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 134 - DISSOLUTION (§§ 7-134-101 — 7-134-501) › Part 2 - ADMINISTRATIVE DISSOLUTION (§§ 7-134-201 — 7-134-205) › Section 7-134-203 - [Repealed]

L. 97: Entire article added, p. 727, § 3, effective 7/1/1998. L. 2000: (1)(a) and (1)(c) amended, p. 985, § 92, effective July 1. L. 2002: IP(1), (2), and (3) amended, p. 1857, § 147, effective July 1; IP(1), (2), and (3) amended, p. 1722, 149, effective October 1. L. 2003: (5) added by revision, pp. 2356, 2357, §§ 347, 348.
Subsection (5) provided for the repeal of this section, effective July 1, 2004. (See L. 2003, pp. 2356, 2357.)
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 134 - DISSOLUTION (§§ 7-134-101 — 7-134-501) › Part 2 - ADMINISTRATIVE DISSOLUTION (§§ 7-134-201 — 7-134-205) › Section 7-134-204 - [Repealed]

L. 97: Entire article added, p. 728, § 3, effective 7/1/1998. L. 2003: (5) added by revision, pp. 2356, 2357, §§ 347, 348.
Subsection (5) provided for the repeal of this section, effective July 1, 2004. (See L. 2003, pp. 2356, 2357.)
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 134 - DISSOLUTION (§§ 7-134-101 — 7-134-501) › Part 2 - ADMINISTRATIVE DISSOLUTION (§§ 7-134-201 — 7-134-205) › Section 7-134-205 - [Repealed]

L. 97: Entire article added, p. 728, § 3, effective 7/1/1998. L. 2003: Entire section amended, p. 2349, § 327, effective 7/1/2004. L. 2006: Entire section repealed, p. 884, § 87, effective July 1.