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) › COLORADO BUSINESS CORPORATIONS (§§ 7-101-101 — 7-117-105) › Article 106 - SHARES AND DISTRIBUTIONS (§§ 7-106-101 — 7-106-402) › Part 2 - ISSUANCE OF SHARES (§§ 7-106-201 — 7-106-209) › Section 7-106-205 - Share options and other rights - definitions

(1)
For purposes of this section:
(a)
"Rights" means rights, options, warrants, or convertible securities entitling the holders thereof to purchase, receive, or acquire shares or fractions of shares of the corporation or assets or debts or other obligations of the corporation.
(b)
"Significant shareholder" means any person owning, or offering to acquire, directly or indirectly, a number or percentage, as stated by the board of directors, of the outstanding voting shares of a corporation, or any transferee of such person.
(2)
A corporation may create and issue rights, except as precluded or limited by provisions contained in the articles of incorporation at the time of such creation or issuance. The board of directors shall determine the terms upon which the rights are issued, their form and content, and the consideration, if any, for which shares or fractions of shares, assets, or debts or other obligations of the corporation are to be issued pursuant to the rights. In the absence of fraud in the transaction, the judgment of the board of directors as to the adequacy of consideration received for such rights shall be conclusive.
(3)
Notwithstanding any other provision of articles
101
to 117 of this title, the terms determined by the board of directors pursuant to subsection (2) of this section for rights issued before, on, or after January 1, 1994, to any shareholders, by way of distribution or otherwise, may, without limitation:
(a)
Preclude or limit any significant shareholder from exercising, converting, transferring, or receiving rights;
(b)
Impose conditions upon the exercise, conversion, transfer, or receipt of rights by any significant shareholder that differ from those imposed on other holders of the same class of rights; or
(c)
Provide that, upon exercise or conversion, any significant shareholder shall be entitled to receive securities, obligations, or assets, the terms or nature of which may differ from the securities, obligations, or assets to be received by the other holders of the same class of rights.
(4)
Nothing contained in this section shall be construed to effect a change in the fiduciary duties of directors.
L. 93: Entire article added, p. 757, § 1, effective 7/1/1994. L. 2003: (1)(b) amended, p. 2317, § 231, 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) › COLORADO BUSINESS CORPORATIONS (§§ 7-101-101 — 7-117-105) › Article 106 - SHARES AND DISTRIBUTIONS (§§ 7-106-101 — 7-106-402) › Part 2 - ISSUANCE OF SHARES (§§ 7-106-201 — 7-106-209) › Section 7-106-206 - Form and content of certificates

(1)
Shares may, but need not, be represented by certificates. Unless articles
101
to 117 of this title or another statute expressly provide otherwise, the rights and obligations of shareholders are not affected by the fact that their shares are not represented by certificates.
(2)
Each share certificate shall state on its face:
(a)
The domestic entity name of the issuing corporation and that the corporation is incorporated under the law of this state;
(b)
The name of the person to whom the certificate is issued; and
(c)
The number and class of shares and the designation of the series, if any, the certificate represents.
(3)
Each share certificate:
(a)
Shall be signed, either manually or in facsimile, by one or more officers designated in the bylaws or by the board of directors;
(b)
May bear the corporate seal or its facsimile; and
(c)
May contain such other information as the corporation deems necessary or appropriate.
(4)
If the issuing corporation is authorized to issue different classes of shares or different series within a class, the share certificate shall contain a summary, on the front or the back, of the designations, preferences, limitations, and relative rights applicable to each class, the variations in preferences, limitations, and rights determined for each series, and the authority of the board of directors to determine variations for future classes or series. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish to the shareholder this information on request in writing and without charge.
(5)
If the person who signed, either manually or in facsimile, a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.
L. 93: Entire article added, p. 758, § 1, effective 7/1/1994. L. 2003: (2)(a) amended, p. 2317, § 232, 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) › COLORADO BUSINESS CORPORATIONS (§§ 7-101-101 — 7-117-105) › Article 106 - SHARES AND DISTRIBUTIONS (§§ 7-106-101 — 7-106-402) › Part 2 - ISSUANCE OF SHARES (§§ 7-106-201 — 7-106-209) › Section 7-106-207 - Shares without certificates

(1)
Unless otherwise provided by the bylaws, the board of directors may authorize the issuance by the corporation of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.
(2)
Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall send to the shareholder a written statement of the information required on certificates by subsections (2) and (4) of section
7-106-206
and section
7-106-208
.
L. 93: Entire article added, p. 759, § 1, effective 7/1/1994.
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 106 - SHARES AND DISTRIBUTIONS (§§ 7-106-101 — 7-106-402) › Part 2 - ISSUANCE OF SHARES (§§ 7-106-201 — 7-106-209) › Section 7-106-208 - Restriction on transfer of shares and other securities

(1)
The articles of incorporation, the bylaws, an agreement among shareholders, or an agreement among shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction became effective unless the holder of such shares acquired such shares with knowledge of the restriction, is a party to the agreement containing the restriction, or voted in favor of the restriction or otherwise consented to the restriction.
(2)
A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by section
7-106-207 (2)
. Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.
(3)
A restriction on the transfer or registration of transfer of shares is authorized:
(a)
To maintain the corporation's status when it is dependent on the number or identity of its shareholders;
(b)
To preserve entitlements, benefits, or exemptions under federal, state, or local laws; and
(c)
For any other reasonable purpose.
(4)
A restriction on the transfer or registration of transfer of shares may:
(a)
Obligate the shareholder first to offer to the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares;
(b)
Obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares;
(c)
Require, as a condition to such a transfer or registration, that any one or more persons, including the corporation or the holders of any of its shares, approve the transfer or registration, if the requirement is not manifestly unreasonable; or
(d)
Prohibit the transfer or the registration of a transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.
(5)
For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
L. 93: Entire article added, p. 759, § 1, effective 7/1/1994.
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 106 - SHARES AND DISTRIBUTIONS (§§ 7-106-101 — 7-106-402) › Part 2 - ISSUANCE OF SHARES (§§ 7-106-201 — 7-106-209) › Section 7-106-209 - Expense of issue

A corporation may pay the expenses of selling or underwriting its shares, and of incorporating, organizing, or reorganizing the corporation, from the consideration received for shares.
L. 93: Entire article added, p. 760, § 1, effective 7/1/1994.
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 106 - SHARES AND DISTRIBUTIONS (§§ 7-106-101 — 7-106-402) › Part 3 - SUBSEQUENT ACQUISITION OF SHARES BY SHAREHOLDERS AND CORPORATION (§§ 7-106-301 — 7-106-302) › Section 7-106-301 - Shareholders' preemptive rights

(1)
The shareholders of a corporation do not have a preemptive right to acquire unissued shares except to the extent provided by subsections (3) to (6) of section
7-117-101
or the articles of incorporation.
(2)
A statement included in the articles of incorporation that "the corporation elects to have preemptive rights", or words of similar import, means that the following principles apply, except to the extent otherwise provided by subsections (3) to (6) of section
7-117-101
or the articles of incorporation:
(a)
The shareholders have a preemptive right, subject to any uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the unissued shares upon the decision of the board of directors to issue them.
(b)
A shareholder may waive the shareholder's preemptive right, and such waiver, if evidenced by a writing, is irrevocable even though it is not supported by consideration.
(c)
There is no preemptive right with respect to:
(I)
Shares issued as compensation to directors, officers, agents, or employees of the corporation or its subsidiaries or affiliates;
(II)
Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation or its subsidiaries or affiliates;
(III)
Shares that are issued within six months after the effective date of incorporation; or
(IV)
Shares sold otherwise than for cash.
(d)
Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class.
(e)
Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights.
(f)
Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person, for a period of one year after being offered to shareholders pursuant to such preemptive rights, at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of such one-year period is subject to the shareholders' preemptive rights.
(3)
For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
L. 93: Entire article added, p. 761, § 1, effective 7/1/1994.
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 106 - SHARES AND DISTRIBUTIONS (§§ 7-106-101 — 7-106-402) › Part 3 - SUBSEQUENT ACQUISITION OF SHARES BY SHAREHOLDERS AND CORPORATION (§§ 7-106-301 — 7-106-302) › Section 7-106-302 - Corporation's acquisition of its own shares

(1)
A corporation may acquire its own shares, and, except as provided by section
7-117-101 (6)
, shares so acquired constitute authorized but unissued shares.
(2)
If the articles of incorporation prohibit the reissuance of acquired shares:
(a)
The number of authorized shares is reduced by the number of shares acquired by the corporation, effective upon amendment to the articles of incorporation; and
(b)
The corporation shall deliver to the secretary of state, for filing pursuant to part 3 of article
90
of this title, articles of amendment to the articles of incorporation, which are effective without shareholder action, that state:
(I)
The domestic entity name of the corporation;
(II)
The reduction in the number of authorized shares, itemized by class and series; and
(III)
The total number of authorized shares, itemized by class and series, remaining after reduction of the shares.
L. 93: Entire article added, p. 762, § 1, effective 7/1/1994. L. 2002: IP(2)(b) amended, p. 1847, § 109, effective July 1; IP(2)(b) amended, p. 1712, § 109, effective October 1. L. 2003: IP(2)(b) and (2)(b)(I) amended, p. 2317, § 233, 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) › COLORADO BUSINESS CORPORATIONS (§§ 7-101-101 — 7-117-105) › Article 106 - SHARES AND DISTRIBUTIONS (§§ 7-106-101 — 7-106-402) › Part 4 - DISTRIBUTIONS (§§ 7-106-401 — 7-106-402) › Section 7-106-402 - Unclaimed distributions

If a corporation has mailed three successive distributions to a shareholder addressed to the shareholder's address shown on the corporation's current record of shareholders and the distributions have been returned as undeliverable, no further attempt to deliver distributions to the shareholder need be made until another address for the shareholder is made known to the corporation, at which time all distributions accumulated by reason of this section shall, except as otherwise provided by law, be mailed to the shareholder at such other address.
L. 93: Entire article added, p. 764, § 1, effective 7/1/1994.
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 7-107-101 - Annual meeting

(1)
A corporation shall hold a meeting of shareholders annually at a time and date stated in or fixed in accordance with the bylaws, or, if not so stated or fixed, at a time and date stated in or fixed in accordance with a resolution of the board of directors.
(2)
Unless the board of directors determines to hold the meeting solely by means of remote communication in accordance with section
7-107-108
:
(a)
Annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws, or, if not stated in or fixed in accordance with the bylaws, at a place stated in or fixed in accordance with a resolution of the board of directors.
(b)
If no place is stated in or fixed pursuant to subsection (2)(a) of this section, annual meetings shall be held at the corporation's principal office.
(3)
The failure to hold an annual meeting at the time determined pursuant to subsection (1) of this section does not affect the validity of any corporate action and does not work a forfeiture or dissolution of the corporation.
Amended by 2021 Ch. 41, § 9, eff. 4/19/2021.
L. 93: Entire article added, p. 764, § 1, effective 7/1/1994. L. 96: Entire section amended, p. 1315, § 15, effective June 1.
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.
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 7-107-102 - Special meeting

(1)
A corporation shall hold a special meeting of shareholders:
(a)
On call of its board of directors or the person or persons authorized by the bylaws or resolution of the board of directors to call such a meeting; or
(b)
If the corporation receives one or more written demands for the meeting, stating the purpose or purposes for which it is to be held, signed and dated by the holders of shares representing at least ten percent of all the votes entitled to be cast on any issue proposed to be considered at the meeting.
(2)
If not otherwise fixed under section
7-107-103
or
7-107-107
, the record date for determining shareholders entitled to demand a special meeting pursuant to paragraph (b) of subsection (1) of this section is the date of the earliest of any of the demands pursuant to which the meeting is called, or the date that is sixty days before the date the first of such demands is received by the corporation, whichever is later.
(3)
Unless the board of directors determines to hold the meeting solely by means of remote communication in accordance with section
7-107-108
:
(a)
Special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws, or, if not stated in or fixed in accordance with the bylaws, at a place stated in or fixed in accordance with a resolution of the board of directors.
(b)
If no place is stated in or fixed pursuant to subsection (3)(a) of this section, special meetings shall be held at the corporation's principal office.
(4)
Only business within the purpose or purposes described in the notice of the meeting required by section
7-107-105 (3)
may be conducted at a special shareholders' meeting.
Amended by 2021 Ch. 41, § 10, eff. 4/19/2021.
L. 93: Entire article added, p. 764, § 1, effective 7/1/1994. L. 96: (1)(a), (2), and (3) amended, p. 1316, § 16, effective June 1.
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.
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 7-107-103 - Court-ordered meeting

(1)
The holding of a meeting of the shareholders may be summarily ordered 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:
(a)
On application of any shareholder entitled to participate in an annual meeting if an annual meeting was not held within the earlier of six months after the close of the corporation's most recently ended fiscal year or fifteen months after its last annual meeting; or
(b)
On application of any person who participated in a call of or demand for a special meeting effective under section
7-107-102 (1)
, if:
(I)
Notice of the special meeting was not given within thirty days after the date of the call or the date the last of the demands necessary to require the calling of the meeting was received by the corporation pursuant to section
7-107-102 (1)(b)
, as the case may be; or
(II)
The special meeting was not held in accordance with the notice.
(2)
The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, fix a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the notice of the meeting, fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary or appropriate to accomplish the holding of the meeting.
L. 93: Entire article added, p. 765, § 1, effective 7/1/1994. L. 96: IP(1) amended, p. 1316, § 17, effective June 1. L. 2003: IP(1) and (2) amended, p. 2317, § 234, 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) › 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 7-107-105 - Notice of meeting

(1)
A corporation shall give notice to shareholders of the date, time, and place, if any, of each annual and special shareholders' meeting no fewer than ten nor more than sixty days before the date of the meeting; except that, if the number of authorized shares is to be increased, the corporation shall give at least thirty days' notice. Unless articles
101
to
117
of this title 7 or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.
(2)
Unless articles
101
to
117
of this title or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.
(3)
Notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called.
(4)
If not otherwise fixed under section
7-107-103
or
7-107-107
, the record date for determining shareholders entitled to be given notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is given to shareholders.
(5)
(a)
Subject to subsection (5)(b) of this section and unless otherwise required by the bylaws, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, if any, notice need not be given of the new date, time, or place, if any, if the new date, time, or place, if any, is announced at the meeting before adjournment.
(b)
If a new record date for the adjourned meeting is or must be fixed under section
7-107-107
, notice of the adjourned meeting shall be given under this section to persons who are shareholders as of the new record date.
Amended by 2021 Ch. 41, § 12, eff. 4/19/2021.
L. 93: Entire article added, p. 767, § 1, effective 7/1/1994.
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.
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 7-107-106 - Waiver of notice

(1)
A shareholder may waive any notice required by articles
101
to
117
of this title or by the articles of incorporation or the bylaws, whether before or after the date or time stated in the notice as the date or time when any action will occur or has occurred. The waiver shall be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver.
(2)
A shareholder's attendance at a meeting:
(a)
Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice; and
(b)
Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
L. 93: Entire article added, p. 767, § 1, effective 7/1/1994.
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 7-107-107 - Record date

(1)
The bylaws may fix or provide the manner of fixing a future date as the record date for one or more voting groups in order to determine the shareholders entitled to be given notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action, and if the bylaws do not fix or provide for fixing a record date, the board of directors may fix a future date as the record date; except that the record date for determining the shareholders entitled to take action without a meeting or entitled to be given notice of action so taken shall be determined as provided in section
7-107-104 (4)
.
(2)
A record date fixed under this section shall not be more than seventy days before the meeting or action requiring a determination of shareholders.
(3)
A determination of shareholders entitled to be given notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.
(4)
If a court orders a meeting adjourned to a date more than one hundred twenty days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.
L. 93: Entire article added, p. 768, § 1, effective 7/1/1994.
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 7-107-108 - Remote participation in shareholders' meetings - meetings held solely by remote participation

(1)
Shareholders of any class or series of shares may participate in any meeting of shareholders by means of remote communication to the extent the board of directors authorizes participation for that class or series. Participation as a shareholder by means of remote communication is subject to such guidelines and procedures as the board of directors adopts and must be in conformity with subsection (2) of this section.
(2)
Shareholders participating in a shareholders' meeting by means of remote communication shall be deemed present and may vote at such a meeting if the corporation has implemented reasonable measures to:
(a)
Verify that each person participating remotely as a shareholder is a shareholder; and
(b)
Provide the shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to communicate and to read or hear the proceedings of the meeting, substantially concurrently with the proceedings.
(3)
Unless the bylaws require the meeting of shareholders to be held at a place, the board of directors may determine that a meeting of shareholders will not be held at any place and instead will be held solely by means of remote communication, but only if the corporation implements the measures specified in subsection (2) of this section.
Amended by 2021 Ch. 41, § 13, eff. 4/19/2021.
L. 93: Entire article added, p. 768, § 1, effective 7/1/1994.
Section 32 of chapter 41 (HB 21-1124), Session Laws of Colorado 2021, provides that the act repealing and reenacting this section applies to conduct occurring on or after April 19, 2021.
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 2 - VOTING (§§ 7-107-201 — 7-107-209) › Section 7-107-202 - Voting entitlement of shares

(1)
Except as otherwise provided in subsections (2) and (4) of this section or in the articles of incorporation, each outstanding share, regardless of class, is entitled to one vote, and each fractional share is entitled to a corresponding fractional vote, on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.
(2)
Except as otherwise ordered by a court of competent jurisdiction upon a finding that the purpose of this subsection (2) would not be violated in the circumstances presented to the court, the shares of a corporation are not entitled to be voted if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation.
(3)
Subsection (2) of this section does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.
(4)
Redeemable shares are not entitled to be voted after notice of redemption is delivered to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.
Amended by 2021 Ch. 41, § 15, eff. 4/19/2021.
L. 93: Entire article added, p. 770, § 1, effective 7/1/1994.
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.
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 2 - VOTING (§§ 7-107-201 — 7-107-209) › Section 7-107-204 - Shares held by intermediaries and nominees

(1)
A corporation's board of directors may establish a procedure by which a beneficial owner is recognized by the corporation in its records as the shareholder. The extent, terms, conditions, and limitations of this treatment must be specified in the procedure so established. To the extent that the beneficial owner is treated under the procedure as having rights or privileges that the shareholder otherwise would have, the shareholder does not have those rights or privileges.
(2)
The procedure described in subsection (1) of this section must specify:
(a)
The types of intermediaries or nominees to which it applies;
(b)
The rights or privileges that the corporation recognizes in a beneficial owner, which may include rights or privileges other than voting;
(c)
The manner in which the procedure may be used by the intermediary or nominee;
(d)
The information that shall be provided by the intermediary or nominee when the procedure is used;
(e)
The period for which the intermediary's or nominee's use of the procedure is effective;
(f)
Requirements for notice to the corporation with respect to the arrangement, including any requirements for the deposit with the corporation of the beneficial ownership certificate;
(g)
The form and contents of the beneficial ownership certificate; and
(h)
Other aspects of the rights and duties thereby created.
Amended by 2019 Ch. 166, § 32, eff. 7/1/2020.
L. 93: Entire article added, p. 772, § 1, effective 7/1/1994. L. 2003: IP(2) amended, p. 2319, § 237, effective 7/1/2004. L. 2019: Entire section amended, (SB 19-086), ch. 1928, p. 1928, § 32, effective 7/1/2020.
Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act changing this section applies to conduct occurring on or after July 1, 2020.
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 2 - VOTING (§§ 7-107-201 — 7-107-209) › Section 7-107-206 - Quorum and voting requirements for voting groups

(1)
Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless otherwise provided in articles
101
to
117
of this title or in the articles of incorporation, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter, but a quorum shall not consist of fewer than one-third of the votes entitled to be cast on the matter by the voting group.
(2)
Once a share is represented for any purpose at a meeting, including the purpose of determining that a quorum exists, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless otherwise provided in the articles of incorporation or unless a new record date is or shall be set for that adjourned meeting.
(3)
If a quorum exists, action on a matter other than the election of directors by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action, unless a greater number of affirmative votes is required by articles
101
to
117
of this title or the articles of incorporation.
(4)
An amendment to the articles of incorporation adding, changing, or deleting a quorum or voting requirement for a voting group greater than that specified in subsection (1) or (3) of this section is governed by section
7-107-208 (2)
.
(5)
The election of directors is governed by section
7-107-209
.
L. 93: Entire article added, p. 774, § 1, effective 7/1/1994.
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 2 - VOTING (§§ 7-107-201 — 7-107-209) › Section 7-107-207 - Action by single and multiple voting groups

(1)
If articles
101
to
117
of this title or the articles of incorporation provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in section
7-107-206
.
(2)
If articles
101
to
117
of this title or the articles of incorporation provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in section
7-107-206
. One voting group may vote on a matter even though no action is taken by another voting group entitled to vote on the matter.
L. 93: Entire article added, p. 774, § 1, effective 7/1/1994.
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 2 - VOTING (§§ 7-107-201 — 7-107-209) › Section 7-107-208 - Greater quorum or voting requirements

(1)
The articles of incorporation or, if authorized by the articles of incorporation, bylaws adopted by the shareholders may provide for a greater quorum or voting requirement for shareholders or voting groups than is provided for by articles
101
to
117
of this title.
(2)
An amendment to the articles of incorporation that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
L. 93: Entire article added, p. 775, § 1, effective 7/1/1994.
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 3 - VOTING TRUSTS AND AGREEMENTS (§§ 7-107-301 — 7-107-302) › Section 7-107-301 - Voting trusts

(1)
One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust and by transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and promptly cause the corporation to receive copies of the list and agreement. Thereafter, the trustee shall cause the corporation to receive changes to the list promptly as they occur and amendments to the agreement promptly as they are made.
(2)
A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. A voting trust is valid for not more than ten years after its effective date unless extended under subsection (3) of this section.
(3)
All or some of the parties to a voting trust may extend it for additional terms of not more than ten years each by signing an extension agreement and obtaining the trustee's written consent to the extension. An extension is valid for not more than ten years after the date the first shareholder signs the extension agreement, unless such signing occurs within two years before the expiration date of the voting trust as originally fixed or as last extended, in which case the extension is valid for not more than ten years after the expiration date of the voting trust as originally fixed or last extended. The trustee shall cause the corporation to receive copies of the extension agreement. An extension agreement binds only those parties signing it.
L. 93: Entire article added, p. 776, § 1, effective 7/1/1994.
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 3 - VOTING TRUSTS AND AGREEMENTS (§§ 7-107-301 — 7-107-302) › Section 7-107-302 - Voting agreements

(1)
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
.
(2)
A voting agreement created under this section is specifically enforceable.
L. 93: Entire article added, p. 777, § 1, effective 7/1/1994.
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 4 - ACTIONS BY SHAREHOLDERS (§§ 7-107-401 — 7-107-402) › Section 7-107-401 - [Repealed]

Repealed by 2019 Ch. 166, § 34, eff. 7/1/2020.
L. 93: Entire article added, p. 777, § 1, effective 7/1/1994.
Subsection (2) provided for the repeal of this section, effective July 1, 2020. (See L. 2019, pp. 1930, 1966.)
For additional definitions applicable to this article, see §§ 7-90-102 and 7-101-401 .
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 4 - ACTIONS BY SHAREHOLDERS (§§ 7-107-401 — 7-107-402) › Section 7-107-402 - Actions by shareholders

(1)
No action shall be commenced by a shareholder in the right of a domestic corporation, and no action shall be commenced in this state by a shareholder in the right of a foreign corporation, unless the plaintiff was a shareholder of the corporation at the time of the transaction of which the plaintiff complains or the plaintiff is a person upon whom shares or voting trust certificates thereafter devolved by operation of law from a person who was a shareholder at such time.
(2)
In any action instituted on or after January 1, 1959, in the right of any domestic or foreign corporation by a shareholder, the court having jurisdiction, upon final judgment and a finding that the action was commenced without reasonable cause, shall require the plaintiff to pay to the parties named as defendants the costs and reasonable expenses directly attributable to the defense of such action, but not including fees of attorneys.
(3)
In any action pending, instituted, or maintained on or after January 1, 1959, in the right of any domestic or foreign corporation by a shareholder holding less than five percent of the outstanding shares of any class of such corporation or of voting trust certificates therefor, unless the shares or voting trust certificates so held have a market value in excess of twenty-five thousand dollars, the corporation in whose right such action is commenced shall be entitled, at any time before final judgment, to require the plaintiff to give security for the costs and reasonable expenses which may be directly attributable to and incurred by it in the defense of such action or may be incurred by other parties named as defendant for which it may become legally liable, but not including fees of attorneys. Market value shall be determined as of the date that the plaintiff institutes the action or, in the case of an intervenor, as of the date that the plaintiff becomes a party to the action. The amount of such security may from time to time be increased or decreased, in the discretion of the court, upon showing that the security provided has or may become inadequate or is excessive. If the court finds that the action was commenced without reasonable cause, the corporation shall have recourse to such security in such amount as the court shall determine upon the termination of such action.
L. 93: Entire article added, p. 777, § 1, effective 7/1/1994.
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 108 - DIRECTORS AND OFFICERS (§§ 7-108-101 — 7-108-501) › Part 1 - BOARD OF DIRECTORS (§§ 7-108-101 — 7-108-111) › Section 7-108-101 - Requirement for board of directors

(1)
Except as otherwise provided in its articles of incorporation, each corporation shall have a board of directors.
(2)
Subject to any provision stated in the articles of incorporation, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, the board of directors or such other persons as the articles of incorporation provide shall have the authority and perform the duties of a board of directors.
L. 93: Entire article added, p. 778, § 1, effective 7/1/1994. L. 2003: (2) amended, p. 2319, § 238, 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) › COLORADO BUSINESS CORPORATIONS (§§ 7-101-101 — 7-117-105) › Article 108 - DIRECTORS AND OFFICERS (§§ 7-108-101 — 7-108-501) › Part 1 - BOARD OF DIRECTORS (§§ 7-108-101 — 7-108-111) › Section 7-108-102 - Qualifications of directors

A director shall be an individual who is eighteen years of age or older. The bylaws may prescribe other qualifications for directors. A director need not be a resident of this state or a shareholder unless the bylaws so prescribe.
L. 93: Entire article added, p. 778, § 1, effective 7/1/1994. L. 2004: Entire section amended, p. 1497, § 251, 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) › COLORADO BUSINESS CORPORATIONS (§§ 7-101-101 — 7-117-105) › Article 108 - DIRECTORS AND OFFICERS (§§ 7-108-101 — 7-108-501) › Part 1 - BOARD OF DIRECTORS (§§ 7-108-101 — 7-108-111) › Section 7-108-103 - Number and election of directors

(1)
A board of directors shall consist of one or more members, with the number stated in or fixed in accordance with the bylaws.
(2)
The bylaws may establish a range for the size of the board of directors by fixing a minimum and maximum number of directors. If a range is established, the number of directors may be fixed or changed from time to time within the range by the shareholders or the board of directors.
(3)
Directors are elected at each annual meeting of the shareholders except as provided in section
7-108-106
.
L. 93: Entire article added, p. 778, § 1, effective 7/1/1994. L. 2003: (1) amended, p. 2319, § 239, 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) › COLORADO BUSINESS CORPORATIONS (§§ 7-101-101 — 7-117-105) › Article 108 - DIRECTORS AND OFFICERS (§§ 7-108-101 — 7-108-501) › Part 1 - BOARD OF DIRECTORS (§§ 7-108-101 — 7-108-111) › Section 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.
L. 93: Entire article added, p. 779, § 1, effective 7/1/1994. L. 2003: Entire section amended, p. 2319, § 240, effective 7/1/2004.