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 108 - DIRECTORS AND OFFICERS (§§ 7-108-101 — 7-108-501) › Part 1 - BOARD OF DIRECTORS (§§ 7-108-101 — 7-108-111) › Section 7-108-105 - Terms of directors generally

(1)
Except as provided in section
7-108-106
, the terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.
(2)
Except as provided in section
7-108-106
, the terms of all other directors expire at the next annual shareholders' meeting following their election.
(3)
A decrease in the number of directors does not shorten an incumbent director's term.
(4)
The term of a director elected to fill a vacancy pursuant to section
7-108-110 (1)(b)
or
7-108-110 (1)(c)
expires at the next annual shareholders' meeting at which directors are elected. The term of a director elected to fill a vacancy pursuant to section
7-108-110 (1)(a)
shall be the unexpired term of the director's predecessor in office; except that, if the director's predecessor had been elected to fill a vacancy pursuant to section
7-108-110 (1)(b)
or
7-108-110 (1)(c)
, the term of a director elected pursuant to section
7-108-110 (1)(a)
shall be the unexpired term of the last predecessor elected by the shareholders.
(5)
Despite the expiration of the director's term, a director continues to serve until the director's successor is elected and qualifies.
(6)
(Deleted by amendment, L. 2004, p. 1497, § 252, effective July 1, 2004.)
L. 93: Entire article added, p. 779, § 1, effective 7/1/1994. L. 2000: (6) amended, p. 978, § 55, effective July 1. L. 2002: (6) amended, p. 1848, § 110, effective July 1; (6) amended, p. 1712, § 110, effective October 1. L. 2004: (4), (5), and (6) amended, p. 1497, § 252, 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 7-108-106 - Staggered terms for directors

The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group containing one-half or one-third of the total, as near as may be. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of directors in the second group expire at the second annual shareholders' meeting after their election, and the terms of directors in the third group, if any, expire at the third annual shareholders' meeting after their election. Upon the expiration of the initial staggered terms, directors shall be elected for terms of two years or three years, as the case may be, to succeed those whose terms expire.
L. 93: Entire article added, p. 779, § 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 7-108-107 - Resignation of directors

(1)
A director may resign at any time by giving notice of resignation to the corporation.
(2)
A resignation of a director is effective when the notice is received by the corporation unless the notice states a later effective date.
(3)
Repealed.
Amended by 2021 Ch. 41, § 17, eff. 4/19/2021.
L. 93: Entire article added, p. 780, § 1, effective 7/1/1994. L. 2000: (3) amended, p. 978, § 56, effective July 1. L. 2002: (3) amended, p. 1848, § 111, effective July 1; (3) amended, p. 1713, § 111, effective October 1. L. 2003: (2) amended, p. 2319, § 241, effective 7/1/2004. L. 2004: (3) repealed, p. 1498, § 253, effective July 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 108 - DIRECTORS AND OFFICERS (§§ 7-108-101 — 7-108-501) › Part 1 - BOARD OF DIRECTORS (§§ 7-108-101 — 7-108-111) › Section 7-108-108 - Removal of directors by shareholders

(1)
The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.
(2)
If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director.
(3)
A director may be removed only if the number of votes cast in favor of removal exceeds the number of votes cast against removal; except that, if cumulative voting is in effect, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against such removal.
(4)
A director may be removed by the shareholders only at a meeting called for the purpose of removing the director, and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director.
(5)
(Deleted by amendment, L. 2004, p. 1498, § 254, effective July 1, 2004.)
L. 93: Entire article added, p. 780, § 1, effective 7/1/1994. L. 2000: (5) amended, p. 978, § 57, effective July 1. L. 2002: (5) amended, p. 1848, § 112, effective July 1; (5) amended, p. 1713, § 112, effective October 1. L. 2004: (4) and (5) amended, p. 1498, § 254, effective July 1.
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 7-108-109 - Removal of directors by judicial proceeding

(1)
A director may be removed by the district court for the county in this state in which the street address of the corporation's principal office is located or, if the corporation has no principal office in this state, by the district court for the county in which the street address of its registered agent is located or, if the corporation has no registered agent, by the district court for the city and county of Denver, in a proceeding commenced either by the corporation or by shareholders holding at least ten percent of the outstanding shares of any class, if the court finds that the director engaged in fraudulent or dishonest conduct or gross abuse of authority or discretion with respect to the corporation and that removal is in the best interests of the corporation.
(2)
The court that removes a director may bar the director from reelection for a period prescribed by the court.
(3)
If shareholders commence a proceeding under subsection (1) of this section, they shall make the corporation a party defendant.
(4)
Repealed.
L. 93: Entire article added, p. 780, § 1, effective 7/1/1994. L. 96: (1) amended, p. 1318, § 21, effective June 1. L. 2000: (4) amended, p. 978, § 58, effective July 1. L. 2002: (4) amended, p. 1848, § 113, effective July 1; (4) amended, p. 1713, § 113, effective October 1. L. 2003: (1) amended, p. 2319, § 242, effective 7/1/2004. L. 2004: (4) repealed, p. 1498, § 255, 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 7-108-110 - Vacancy on board

(1)
Unless otherwise provided in the articles of incorporation, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(a)
The shareholders may fill the vacancy;
(b)
The board of directors may fill the vacancy; or
(c)
If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(2)
Notwithstanding subsection (1) of this section, unless otherwise provided in the articles of incorporation, if the vacant office was held by a director elected by a voting group of shareholders:
(a)
If one or more of the remaining directors were elected by the same voting group, only such directors are entitled to vote to fill the vacancy if it is filled by directors, and they may do so by the affirmative vote of a majority of such directors remaining in office; and
(b)
Only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.
(3)
A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under section
7-108-107 (2)
or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.
L. 93: Entire article added, p. 781, § 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 7-108-111 - Compensation of directors

Unless otherwise provided in the bylaws, the board of directors may fix the compensation of directors.
L. 93: Entire article added, p. 781, § 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 2 - MEETINGS AND ACTION OF THE DIRECTORS (§§ 7-108-201 — 7-108-206) › Section 7-108-201 - Meetings

(1)
The board of directors may hold regular or special meetings in or out of this state and may hold the meetings by means of remote communication without designating a place.
(2)
Unless otherwise provided in the bylaws, the board of directors may permit any director to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Amended by 2021 Ch. 41, § 18, eff. 4/19/2021.
L. 93: Entire article added, p. 782, § 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 108 - DIRECTORS AND OFFICERS (§§ 7-108-101 — 7-108-501) › Part 2 - MEETINGS AND ACTION OF THE DIRECTORS (§§ 7-108-201 — 7-108-206) › Section 7-108-202 - Action without meeting

(1)
Unless the bylaws require that the action be taken at a meeting, any action required or permitted by articles
101
to 117 of this title to be taken at a board of directors' meeting may be taken without a meeting if all members of the board consent to such action in writing.
(2)
Action is taken under this section at the time the last director signs a writing describing the action taken, unless, before such time, any director has revoked the director's consent by a writing signed by the director and received by the secretary or any other person authorized by the bylaws or the board of directors to receive such a revocation.
(3)
Action under this section is effective at the time it is taken as provided by subsection (2) of this section, unless the directors establish a different effective date.
(4)
Action taken pursuant to this section has the same effect as action taken at a meeting of directors and may be described as such in any document.
L. 93: Entire article added, p. 782, § 1, effective 7/1/1994. L. 2004: (2) amended, p. 1498, § 256, 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 2 - MEETINGS AND ACTION OF THE DIRECTORS (§§ 7-108-201 — 7-108-206) › Section 7-108-203 - Notice of meeting

(1)
Unless otherwise provided in the bylaws, regular meetings of the board of directors may be held without notice of the date, time, place, if any place is designated, or purpose of the meeting.
(2)
Unless the bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two days' notice of the date, time, and place, if any, or access by remote communication of the meeting. The notice need not describe the purpose of the special meeting unless required by the bylaws.
Amended by 2021 Ch. 41, § 19, eff. 4/19/2021.
L. 93: Entire article added, p. 782, § 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 108 - DIRECTORS AND OFFICERS (§§ 7-108-101 — 7-108-501) › Part 2 - MEETINGS AND ACTION OF THE DIRECTORS (§§ 7-108-201 — 7-108-206) › Section 7-108-204 - Waiver of notice

(1)
A director may waive any notice of a meeting before or after the time and date of the meeting stated in the notice. Except as provided by subsection (2) of this section, the waiver shall be in writing and signed by the director entitled to the notice. Such waiver shall be delivered to the corporation for filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver.
(2)
A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless:
(a)
At the beginning of the meeting or promptly upon the director's later arrival, the director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting; or
(b)
If special notice was required of a particular purpose pursuant to section
7-108-203 (2)
, the director objects to transacting business with respect to the purpose for which such special notice was required and does not thereafter vote for or assent to action taken at the meeting with respect to such purpose.
L. 93: Entire article added, p. 782, § 1, effective 7/1/1994. L. 2004: IP(2) and (2)(a) amended, p. 1498, § 257, 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 2 - MEETINGS AND ACTION OF THE DIRECTORS (§§ 7-108-201 — 7-108-206) › Section 7-108-205 - Quorum and voting

(1)
Unless a greater number is required by the bylaws, a quorum of a board of directors consists of:
(a)
A majority of the number of directors fixed if the corporation has a fixed board size; or
(b)
A majority of the number of directors fixed or, if no number is fixed, of the number in office immediately before the meeting begins, if a range for the size of the board is established pursuant to section
7-108-103 (2)
.
(2)
The bylaws may authorize a quorum of a board of directors to consist of:
(a)
No fewer than a majority of the number of directors fixed if the corporation has a fixed board size; or
(b)
No fewer than a majority of the number of directors fixed or, if no number is fixed, of the number in office immediately before the meeting begins, if a range for the size of the board is established pursuant to section
7-108-103 (2)
.
(3)
If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the vote of a greater number of directors is required by articles
101
to 117 of this title or the bylaws.
(4)
A director who is present at a meeting of the board of directors when corporate action is taken is deemed to have assented to all action taken at the meeting unless:
(a)
The director objects at the beginning of the meeting, or promptly upon the director's arrival, to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting;
(b)
The director contemporaneously requests that the director's dissent or abstention as to any specific action taken be entered in the minutes of the meeting; or
(c)
The director causes notice of the director's dissent or abstention as to any specific action to be received by the presiding officer of the meeting before adjournment of the meeting or by the corporation promptly after adjournment of the meeting.
(5)
The right of dissent or abstention pursuant to subsection (4) of this section as to a specific action is not available to a director who votes in favor of the action taken.
Amended by 2021 Ch. 41, § 20, eff. 4/19/2021.
L. 93: Entire article added, p. 783, § 1, effective 7/1/1994. L. 96: (1) amended, p. 1318, § 22, effective June 1. L. 2004: (4) amended, p. 1498, § 258, effective July 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 108 - DIRECTORS AND OFFICERS (§§ 7-108-101 — 7-108-501) › Part 2 - MEETINGS AND ACTION OF THE DIRECTORS (§§ 7-108-201 — 7-108-206) › Section 7-108-206 - Committees

(1)
Except as otherwise provided in the bylaws and subject to the provisions of section
7-109-106
, the board of directors may create one or more committees and appoint one or more members of the board of directors to serve on them.
(2)
The creation of a committee and appointment of members to it shall be approved by the greater of a majority of all the directors in office when the action is taken or the number of directors required by the bylaws to take action under section
7-108-205
.
(3)
Sections
7-108-201
to
7-108-205
, which govern meetings, action without meeting, notice, waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.
(4)
To the extent stated in the bylaws or by the board of directors, each committee shall have the authority of the board of directors under section
7-108-101
; except that a committee shall not:
(a)
Authorize distributions;
(b)
Approve or propose to shareholders action that articles
101
to 117 of this title require to be approved by shareholders;
(c)
Fill vacancies on the board of directors or on any of its committees;
(d)
Amend articles of incorporation pursuant to section
7-110-102
;
(e)
Adopt, amend, or repeal bylaws;
(f)
Approve a plan of conversion or plan of merger not requiring shareholder approval;
(g)
Authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or
(h)
Authorize or approve the issuance or sale of shares, or a contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares; except that the board of directors may authorize a committee or an officer to do so within limits specifically prescribed by the board of directors.
(5)
The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section
7-108-401
.
L. 93: Entire article added, p. 784, § 1, effective 7/1/1994. L. 96: IP(4) amended, p. 1318, § 23, effective June 1. L. 2003: IP(4) amended, p. 2320, § 243, effective 7/1/2004. L. 2007: (4)(f) amended, p. 245, § 42, 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) › COLORADO BUSINESS CORPORATIONS (§§ 7-101-101 — 7-117-105) › Article 108 - DIRECTORS AND OFFICERS (§§ 7-108-101 — 7-108-501) › Part 3 - OFFICERS (§§ 7-108-301 — 7-108-304) › Section 7-108-301 - Officers

(1)
A corporation shall have the officers designated in its bylaws or by the board of directors. An officer shall be an individual who is eighteen years of age or older.
(2)
Officers may be appointed by the board of directors or in such other manner as the board of directors or bylaws may provide. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.
(3)
The bylaws or the board of directors shall delegate to one or more of the officers responsibility for the preparation and maintenance of minutes of the directors' and shareholders' meetings and other records and information required to be kept by the corporation under section
7-116-101
and for authenticating records of the corporation.
(4)
The same individual may simultaneously hold more than one office in the corporation.
L. 93: Entire article added, p. 785, § 1, effective 7/1/1994. L. 2004: (1) amended, p. 1499, § 259, 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 3 - OFFICERS (§§ 7-108-301 — 7-108-304) › Section 7-108-302 - Duties of officers

Each officer shall have the authority and shall perform the duties stated with respect to the officer's office in the bylaws or, to the extent not inconsistent with the bylaws, prescribed with respect to that office by the board of directors or by an officer authorized by the board of directors.
L. 93: Entire article added, p. 785, § 1, effective 7/1/1994. L. 2003: Entire section amended, p. 2320, § 244, effective 7/1/2004. L. 2004: Entire section amended, p. 1499, § 260, 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 3 - OFFICERS (§§ 7-108-301 — 7-108-304) › Section 7-108-303 - Resignation and removal of officers

(1)
An officer may resign at any time by giving notice of resignation to the corporation.
(2)
A resignation of an officer is effective when the notice is received by the corporation unless the notice states a later effective date.
(3)
If a resignation is made effective at a later date, the board of directors may permit the officer to remain in office until the effective date and may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date, or the board of directors may remove the officer at any time before the effective date and may fill the resulting vacancy.
(4)
Unless otherwise provided in the bylaws, the board of directors may remove any officer at any time with or without cause. The bylaws or the board of directors may make provision for the removal of officers by other officers or by the shareholders.
(5)
Repealed.
Amended by 2021 Ch. 41, § 21, eff. 4/19/2021.
L. 93: Entire article added, p. 785, § 1, effective 7/1/1994. L. 2000: (5) amended, p. 978, § 59, effective July 1. L. 2002: (5) amended, p. 1848, § 114, effective July 1; (5) amended, p. 1713, § 114, effective October 1. L. 2003: (2) amended, p. 2320, § 245, effective 7/1/2004. L. 2004: (5) repealed, p. 1499, § 261, effective July 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 108 - DIRECTORS AND OFFICERS (§§ 7-108-101 — 7-108-501) › Part 3 - OFFICERS (§§ 7-108-301 — 7-108-304) › Section 7-108-304 - Contract rights with respect to officers

(1)
The appointment of an officer does not itself create contract rights.
(2)
An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
L. 93: Entire article added, p. 786, § 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 4 - STANDARDS OF CONDUCT (§§ 7-108-401 — 7-108-405) › Section 7-108-401 - Standards of conduct for directors and officers

(1)
Each director shall discharge the director's duties as a director, including the director's duties as a member of a committee, and each officer with discretionary authority shall discharge the officer's duties under that authority:
(a)
In good faith;
(b)
With care; and
(c)
In a manner the director or officer reasonably believes to be in the best interests of the corporation.
(2)
In discharging duties under this section, a director or officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(a)
One or more officers or employees of the corporation whom the director or officer reasonably believes to be reliable and competent with respect to the information, opinions, reports, or statements;
(b)
One or more legal counsel, accountants, or other persons retained by the corporation as to matters involving expertise or skills the director or officer reasonably believes are within the person's professional or expert competence;
(c)
In the case of a director, a committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence; or
(d)
In the case of an officer, the board of directors or any committee of the board of directors.
(3)
A director or officer may not rely on information, opinion, reports, or statements as permitted by subsection (2) of this section if the director or officer has knowledge concerning the matter in question that makes the reliance unwarranted.
(4)
A director or officer of a corporation, in the performance of duties in that capacity, does not have any fiduciary duty to any creditor of the corporation arising only from the status as a creditor, whether the corporation is solvent or insolvent.
Amended by 2019 Ch. 166, § 35, eff. 7/1/2020.
L. 93: Entire article added, p. 786, § 1, effective 7/1/1994. L. 2004: IP(1), (1)(c), IP(2), (3), and (4) amended, p. 1499, § 262, effective July 1. L. 2006: (5) added, p. 880, § 71, effective July 1.
This section is similar to former § 7-108-401 as it existed prior to 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 108 - DIRECTORS AND OFFICERS (§§ 7-108-101 — 7-108-501) › Part 4 - STANDARDS OF CONDUCT (§§ 7-108-401 — 7-108-405) › Section 7-108-402 - Standards of liabilities for directors

(1)
A director is liable, as a director, to the corporation or to its shareholders for money damages or other money payment for any act, omission to act, or decision only if the party asserting liability establishes in a proceeding that the challenged act, omission, or decision:
(a)
Was not in good faith;
(b)
Was one that the director did not rationally believe to be in the best interests of the corporation;
(c)
Was one as to which the director was at least grossly negligent, unless the articles of incorporation change the standard of liability to knowing misconduct, knowing violation of law, or negligence;
(d)
Was one as to which the director failed to make or cause to be made appropriate inquiry, when particular facts or circumstances of significant concern came to the attention of the director that would have alerted a reasonably attentive director to the need for inquiry;
(e)
Consisted of or resulted from a sustained or systematic failure by the director to exercise oversight of the business and affairs of the corporation;
(f)
Subject to section
7-108-501
, was a breach of the director's duty of loyalty to the corporation, including by directly or indirectly receiving an improper personal benefit; or
(g)
Consisted of or resulted from a vote or assent specified in section
7-108-405
.
(2)
In addition to the requirements of subsection (1) of this section, the party seeking to hold the director liable has:
(a)
With respect to money damages, the burden of establishing that the money damages were:
(I)
Suffered by the corporation or its shareholders; and
(II)
Caused by the director's challenged conduct;
(b)
With respect to other money payment under a legal remedy, such as compensation for the unauthorized use of corporate assets, whatever persuasion burden may be called for to establish that the money payment sought is appropriate in the circumstances; or
(c)
With respect to other money payment under an equitable remedy, such as profit recovery by or disgorgement to the corporation, whatever persuasion burden may be called for to establish that the equitable remedy sought is appropriate in the circumstances.
(3)
A director liable under this section for money damages or for other money payment may offset against the liability any gain to the corporation that the director establishes arose out of the same transaction, unless the offset is against public policy.
Added by 2019 Ch. 166, § 35, eff. 7/1/2020.
L. 2019: Entire part amended with relocations, (SB 19-086), ch. 1931, p. 1931, § 35, effective 7/1/2020.
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 108 - DIRECTORS AND OFFICERS (§§ 7-108-101 — 7-108-501) › Part 4 - STANDARDS OF CONDUCT (§§ 7-108-401 — 7-108-405) › Section 7-108-403 - Limitation of certain liabilities of directors and officers

A director or officer is not personally liable for any injury to person or property arising out of a tort committed by an employee unless the director or officer was personally involved in the situation giving rise to the litigation or unless the director or officer committed a criminal offense in connection with the situation. The protection afforded in this section does not restrict other common-law protections and rights that a director or officer may have.
Renumbered from C.R.S. §
7-108-402
(2) and amended by 2019 Ch. 166, § 35, eff. 7/1/2020.
L. 2019: Entire part amended with relocations, (SB 19-086), ch. 1932, p. 1932, § 35, effective 7/1/2020.
This section is similar to former § 7-108-402 as it existed prior to 2020, and the former § 7-108-403 was relocated to §
7-108-405
.
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 4 - STANDARDS OF CONDUCT (§§ 7-108-401 — 7-108-405) › Section 7-108-404 - Limitation of certain remedies - definition

(1)
An action by the corporation or by the board of directors is not void or voidable, and shall not be enjoined or set aside in a proceeding by a shareholder or by or in the right of the corporation, because one or more precluded directors was present at or participated in the meeting of the board of directors at which the action was authorized, approved, or ratified, or executed a consent for the action in the manner provided in section
7-108-202
, if the action was authorized, approved, or ratified:
(a)
At a meeting, by the affirmative vote of the number of directors present at the meeting that would be sufficient to take action at the meeting under articles
101
to
117
of this title 7 or the bylaws; except that, in determining how many votes would be sufficient, the vote of a precluded director is not counted for purposes of authorizing the action but the director is considered present for purposes of determining a quorum; or
(b)
Without a meeting by written consent pursuant to section
7-108-202
and executed by all of the directors, if the number of directors, not including any precluded director, constitutes not less than a majority of all of the directors or such greater number of directors as is required by articles
101
to
117
of this title 7 or the bylaws.
(2)
In this section, "precluded director" means a director who violated one or more of the standards of liability set forth in section
7-108-402 (1)
with respect to an action described in subsection (1) of this section.
Added by 2019 Ch. 166, § 35, eff. 7/1/2020.
L. 2019: Entire part amended with relocations, (SB 19-086), ch. 1932, p. 1932, § 35, effective 7/1/2020.
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 108 - DIRECTORS AND OFFICERS (§§ 7-108-101 — 7-108-501) › Part 4 - STANDARDS OF CONDUCT (§§ 7-108-401 — 7-108-405) › Section 7-108-405 - Liability of directors for unlawful distributions

(1)
A director who votes for or assents to a distribution made in violation of section
7-106-401
or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating section
7-106-401
or the articles of incorporation if it is established that the director did not perform the director's duties in compliance with section
7-108-401
. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.
(2)
A director held liable under subsection (1) of this section for an unlawful distribution is entitled to contribution:
(a)
From every other director who could be held liable under subsection (1) of this section for the unlawful distribution; and
(b)
From each shareholder who accepted the distribution knowing the distribution was made in violation of section
7-106-401
or the articles of incorporation, the amount of the contribution from the shareholder being the amount of the distribution to that shareholder that exceeds what could have been distributed to that shareholder without violating section
7-106-401
or the articles of incorporation.
Renumbered from C.R.S. §
7-108-403
and amended by 2019 Ch. 166, § 35, eff. 7/1/2020.
L. 2019: Entire part amended with relocations, (SB 19-086), ch. 1933, p. 1933, § 35, effective 7/1/2020.
This section is similar to former § 7-108-403 as it existed prior to 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 109 - INDEMNIFICATION (§§ 7-109-101 — 7-109-111) › Section 7-109-101 - Definitions

As used in this article 109:
(1)
"Corporation" includes any domestic or foreign entity that is a predecessor of a corporation by reason of a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.
(2)
"Director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, an officer, an agent, an associate, an employee, a fiduciary, a manager, a member, a partner, a promoter, or a trustee of, or in any other capacity with, another person or an employee benefit plan. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a deceased director.
(3)
"Expenses" includes counsel fees.
(4)
"Liability" means the obligation incurred with respect to a proceeding to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses.
(5)
"Official capacity" means, when used with respect to a director, the office of director in a corporation and, when used with respect to a person other than a director as contemplated in section
7-109-107
, the office in a corporation held by the officer or the employment, fiduciary, or agency relationship undertaken by the employee, fiduciary, or agent on behalf of the corporation. "Official capacity" does not include service for any other domestic or foreign corporation or other person or employee benefit plan.
(6)
"Party" includes a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding.
(7)
"Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.
Amended by 2019 Ch. 166, § 37, eff. 7/1/2020.
L. 93: Entire article added, p. 789, § 1, effective 7/1/1994. L. 96: (2) amended, p. 1319, § 25, effective June 1. L. 2003: (2) amended, p. 2320, § 246, effective 7/1/2004. L. 2004: (2) amended, p. 1500, § 264, effective July 1. L. 2019: IP, (2), and (7) amended, (SB 19-086), ch. 1937, p. 1937, § 37, 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.
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 109 - INDEMNIFICATION (§§ 7-109-101 — 7-109-111) › Section 7-109-103 - Mandatory indemnification of directors

Unless limited by its articles of incorporation, a corporation shall indemnify an individual who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the individual was a party because the individual is or was a director, against reasonable expenses incurred by the individual in connection with the proceeding.
Amended by 2019 Ch. 166, § 39, eff. 7/1/2020.
L. 93: Entire article added, p. 791, § 1, effective 7/1/1994. L. 2004: Entire section amended, p. 1501, § 266, effective July 1. L. 2019: Entire section amended, (SB 19-086), ch. 1938, p. 1938, § 39, 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 109 - INDEMNIFICATION (§§ 7-109-101 — 7-109-111) › Section 7-109-104 - Advance of expenses to directors

(1)
A corporation may, before final disposition of a proceeding, pay for or reimburse the reasonable expenses incurred by an individual who is a party to a proceeding because that person is a director if:
(a)
The director delivers to the corporation a written affirmation of the director's good faith belief that:
(I)
The director has met the relevant standard of conduct described in section
7-109-102
; or
(II)
The proceeding involves conduct for which liability has been eliminated under a provision in the articles of incorporation as authorized by section
7-102-102 (2)(d)
; and
(b)
The director delivers to the corporation a written undertaking, executed personally or on the director's behalf, to repay any funds advanced if the director is not entitled to mandatory indemnification under section
7-109-103
and it is ultimately determined under section
7-109-105
or
7-109-106
that the director has not met the relevant standard of conduct described in section
7-109-102
.
(2)
The undertaking required by subsection (1)(b) of this section is an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.
(3)
Authorizations of payments under this section shall be made in the manner specified in section
7-109-106
.
Amended by 2019 Ch. 166, § 40, eff. 7/1/2020.
L. 93: Entire article added, p. 791, § 1, effective 7/1/1994. L. 2004: (1) amended, p. 1501, § 267, effective July 1. L. 2019: Entire section amended, (SB 19-086), ch. 1938, p. 1938, § 40, 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 109 - INDEMNIFICATION (§§ 7-109-101 — 7-109-111) › Section 7-109-105 - Court-ordered indemnification - advance of expenses

(1)
Unless otherwise provided in the articles of incorporation, a director who is or was a party to a proceeding may apply for indemnification or an advance of expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice the court considers necessary, the court may order indemnification or an advance of expenses in the following manner:
(a)
If it determines that the director is entitled to mandatory indemnification under section
7-109-103
, the court shall order indemnification, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification.
(b)
If it determines that the director is entitled to indemnification or an advance of expenses under section
7-109-109 (1)
, the court shall order indemnification or an advance of expenses, as applicable, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification or advance of expenses.
(c)
If it determines that the director is fairly and reasonably entitled to indemnification or an advance of expenses in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in section
7-109-102 (1)
, failed to comply with section
7-109-104
, or was adjudged liable in the circumstances described in section
7-109-102 (4)
, the court may order such indemnification or advance of expenses as the court deems proper; except that the indemnification with respect to any proceeding in which liability has been adjudged in the circumstances described in section
7-109-102 (4)
is limited to reasonable expenses incurred in connection with the proceeding and reasonable expenses incurred to obtain court-ordered indemnification.
Amended by 2019 Ch. 166, § 41, eff. 7/1/2020.
L. 93: Entire article added, p. 792, § 1, effective 7/1/1994.
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 109 - INDEMNIFICATION (§§ 7-109-101 — 7-109-111) › Section 7-109-106 - Determination and authorization of indemnification of directors

(1)
A corporation may not indemnify a director under section
7-109-102
unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in section
7-109-102
. A corporation shall not advance expenses to a director under section
7-109-104
unless authorized in the specific case after the written affirmation and undertaking required by section
7-109-104 (1)(a) and (1)(b)
are received.
(2)
The determinations required by subsection (1) of this section must be made:
(a)
If there are two or more disinterested directors, by the board of directors by a majority vote of all the disinterested directors, a majority of whom constitute a quorum for this purpose, or by a majority vote of a committee of the board of directors appointed by such a vote, which committee consists of two or more disinterested directors;
(b)
By independent legal counsel selected in the manner specified in subsection (2)(a) of this section or, if there are fewer than two disinterested directors, by independent legal counsel selected by a majority vote of the full board of directors; or
(c)
By the shareholders, but shares owned by or voted under the control of a director who at the time is not a disinterested director may not be voted on the determination.
(3)
Authorization of indemnification and an advance of expenses must be made in the same manner as the determination that indemnification or an advance of expenses is permissible; except that, if the determination that indemnification or an advance of expenses is permissible is made by independent legal counsel, authorization of indemnification and an advance of expenses must be made by the body that selected the counsel.
Amended by 2019 Ch. 166, § 42, eff. 7/1/2020.
L. 93: Entire article added, p. 792, § 1, effective 7/1/1994.
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.