2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 130 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 7-130-101 — 7-130-302) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 7-130-101 — 7-130-108) › Section 7-130-102 - Amendment of articles of incorporation by board of directors or incorporators

(1)
Unless otherwise provided in the articles of incorporation, the board of directors may adopt, without member approval, one or more amendments to the articles of incorporation to:
(a)
Delete the statement of the names and addresses of the incorporators or of the initial directors;
(b)
Delete the statement of the registered agent name and registered agent address of the initial registered agent, if a statement of change changing the registered agent name and registered agent address of the registered agent is on file in the records of the secretary of state;
(b.4)
Delete the statement of the principal office address of the initial principal office, if a statement of change changing the principal office address is on file in the records of the secretary of state;
(b.5)
Delete the statement of the names and addresses of any or all of the individuals named in the articles of incorporation, pursuant to section
7-90-301 (6)
, as being individuals who caused the articles of incorporation to be delivered for filing;
(c)
Extend the duration of the nonprofit corporation if it was incorporated at a time when limited duration was required by law;
(d)
Change the domestic entity name by substituting the word "corporation", "incorporated", "company", or "limited", or an abbreviation of any such word for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution; or
(e)
Make any other change expressly permitted by articles
121
to
137
of this title to be made without member action.
(2)
The board of directors may adopt, without member action, one or more amendments to the articles of incorporation to change the entity name, if necessary, in connection with the reinstatement of a nonprofit corporation pursuant to part 10 of article
90
of this title.
(3)
If a nonprofit corporation has no members or no members entitled to vote on amendments or no members yet admitted to membership, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one or more amendments to the nonprofit corporation's articles of incorporation subject to any approval required pursuant to section
7-130-301
. The nonprofit corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice shall be in accordance with section
7-128-203
. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles of incorporation and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment shall be approved by a majority of the incorporators, until directors have been chosen, and thereafter by a majority of the directors in office at the time the amendment is adopted.
L. 97: Entire article added, p. 707, § 3, effective 7/1/1998. L. 98: (3) amended, p. 625, § 33, effective July 1. L. 2000: (1)(d) and (2) amended, p. 984, § 86, effective July 1. L. 2003: (1)(a), (1)(b), (1)(d), and (2) amended and (1)(b.5) added, p. 2343, § 311, effective 7/1/2004. L. 2004: (1)(b) amended and (1)(b.4) added, p. 1512, § 303, effective July 1.