reglab/statecodes huggingface dataset:
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 127 - MEMBERS' MEETINGS AND VOTING (§§ 7-127-101 — 7-127-301) › Part 2 - VOTING (§§ 7-127-201 — 7-127-209) › Section 7-127-203 - Proxies

(1)
Unless otherwise provided by the bylaws, a member entitled to vote may vote or otherwise act in person or by proxy.
(2)
Without limiting the manner in which a member may appoint a proxy to vote or otherwise act for the member, the following shall constitute valid means of such appointment:
(a)
A member may appoint a proxy by signing an appointment form, either personally or by the member's attorney-in-fact.
(b)
A member may appoint a proxy by transmitting or authorizing the transmission of a telegram, teletype, or other electronic transmission providing a written statement of the appointment to the proxy, to a proxy solicitor, proxy support service organization, or other person duly authorized by the proxy to receive appointments as agent for the proxy or to the nonprofit corporation; except that the transmitted appointment shall set forth or be transmitted with written evidence from which it can be determined that the member transmitted or authorized the transmission of the appointment.
(3)
An appointment of a proxy is effective against the nonprofit corporation when received by the nonprofit corporation, including receipt by the nonprofit corporation of an appointment transmitted pursuant to paragraph (b) of subsection (2) of this section. An appointment is valid for eleven months unless a different period is expressly provided in the appointment form.
(4)
Any complete copy, including an electronically transmitted facsimile, of an appointment of a proxy may be substituted for or used in lieu of the original appointment for any purpose for which the original appointment could be used.
(5)
An appointment of a proxy is revocable by the member.
(6)
Appointment of a proxy is revoked by the person appointing the proxy:
(a)
Attending any meeting and voting in person; or
(b)
Signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form.
(7)
The death or incapacity of the member appointing a proxy does not affect the right of the nonprofit corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy's authority under the appointment.
(8)
Subject to section
7-127-204
and to any express limitation on the proxy's authority appearing on the appointment form, a nonprofit corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.
L. 97: Entire article added, p. 683, § 3, effective 7/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 127 - MEMBERS' MEETINGS AND VOTING (§§ 7-127-101 — 7-127-301) › Part 2 - VOTING (§§ 7-127-201 — 7-127-209) › Section 7-127-205 - Quorum and voting requirements for voting groups

(1)
Members entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those members exists with respect to that matter. Unless otherwise provided in articles
121
to
137
of this title or the bylaws, twenty-five percent 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.
(2)
Once a member is represented for any purpose at a meeting, including the purpose of determining that a quorum exists, the member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless otherwise provided in the bylaws 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
121
to
137
of this title or the bylaws.
(4)
An amendment to the articles of incorporation or the bylaws 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
7-127-207 (2)
.
(5)
The election of directors is governed by section
7-127-208
.
L. 97: Entire article added, p. 686, § 3, effective 7/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 127 - MEMBERS' MEETINGS AND VOTING (§§ 7-127-101 — 7-127-301) › Part 2 - VOTING (§§ 7-127-201 — 7-127-209) › Section 7-127-206 - Action by single and multiple voting groups

(1)
If articles
121
to
137
of this title or the bylaws 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
7-127-205
.
(2)
If articles
121
to
137
of this title or the bylaws 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
7-127-205
. 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. 97: Entire article added, p. 686, § 3, effective 7/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 127 - MEMBERS' MEETINGS AND VOTING (§§ 7-127-101 — 7-127-301) › Part 2 - VOTING (§§ 7-127-201 — 7-127-209) › Section 7-127-207 - Lesser or greater quorum or greater voting requirements

(1)
The bylaws may provide for a lesser or a greater quorum requirement, or a greater voting requirement for members or voting groups than is provided for by articles
121
to
137
of this title.
(2)
An amendment to the articles of incorporation or the bylaws that adds, changes, or deletes a lesser or a greater quorum requirement or a greater 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. 97: Entire article added, p. 686, § 3, effective 7/1/1998. L. 98: Entire section amended, p. 623, § 27, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 127 - MEMBERS' MEETINGS AND VOTING (§§ 7-127-101 — 7-127-301) › Part 2 - VOTING (§§ 7-127-201 — 7-127-209) › Section 7-127-208 - Voting for directors - cumulative voting

(1)
If the bylaws provide for cumulative voting for directors by the voting members, voting members may so vote, by multiplying the number of votes the voting members are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates.
(2)
Cumulative voting is not authorized at a particular meeting unless:
(a)
The meeting notice or statement accompanying the notice states that cumulative voting will take place; or
(b)
A voting member gives notice during the meeting and before the vote is taken of the voting member's intent to cumulate votes, and if one voting member gives this notice all other voting members participating in the election are entitled to cumulate their votes without giving further notice.
(3)
If cumulative voting is in effect, a director may not be removed if the number of votes cast against such removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election for such director.
(4)
Members may not vote cumulatively if the directors and members are identical.
(5)
In an election of multiple directors, that number of candidates equaling the number of directors to be elected, having the highest number of votes cast in favor of their election, are elected to the board of directors. When only one director is being voted upon, the affirmative vote of a majority of the members constituting a quorum at the meeting at which the election occurs shall be required for election to the board of directors.
L. 97: Entire article added, p. 687, § 3, effective 7/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 127 - MEMBERS' MEETINGS AND VOTING (§§ 7-127-101 — 7-127-301) › Part 2 - VOTING (§§ 7-127-201 — 7-127-209) › Section 7-127-209 - Other methods of electing directors

(1)
A nonprofit corporation may provide in its bylaws for election of directors by voting members or delegates:
(a)
On the basis of chapter or other organizational unit;
(b)
By region or other geographic unit;
(c)
By preferential voting; or
(d)
By any other reasonable method.
L. 97: Entire article added, p. 687, § 3, effective 7/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 127 - MEMBERS' MEETINGS AND VOTING (§§ 7-127-101 — 7-127-301) › Part 3 - VOTING AGREEMENTS (§ 7-127-301) › Section 7-127-301 - Voting agreements

(1)
Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose.
(2)
A voting agreement created under this section is specifically enforceable.
L. 97: Entire article added, p. 688, § 3, effective 7/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 128 - DIRECTORS AND OFFICERS (§§ 7-128-101 — 7-128-501) › Part 1 - BOARD OF DIRECTORS (§§ 7-128-101 — 7-128-111) › Section 7-128-101 - Requirement for board of directors

(1)
Unless otherwise provided in the articles of incorporation, each nonprofit corporation shall have a board of directors. The board of directors and the directors may be known by any other names designated in the bylaws.
(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 nonprofit 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. To the extent the articles of incorporation provide that other persons shall have the authority and perform the duties of the board of directors, the directors shall be relieved to that extent from such authority and duties.
L. 97: Entire article added, p. 688, § 3, effective 7/1/1998. L. 2003: (2) amended, p. 2340, § 298, effective 7/1/2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 128 - DIRECTORS AND OFFICERS (§§ 7-128-101 — 7-128-501) › Part 1 - BOARD OF DIRECTORS (§§ 7-128-101 — 7-128-111) › Section 7-128-102 - Qualifications of directors

A director shall be an individual. The bylaws may prescribe other qualifications for directors. A director need not be a resident of this state or a member of the nonprofit corporation unless the bylaws so prescribe.
L. 97: Entire article added, p. 688, § 3, effective 7/1/1998. L. 2004: Entire section amended, p. 1510, § 295, effective July 1; entire section amended, p. 342, § 1, effective August 4.
Amendments to this section by House Bill 04-1398 and House Bill 04-1224 were harmonized.
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 128 - DIRECTORS AND OFFICERS (§§ 7-128-101 — 7-128-501) › Part 1 - BOARD OF DIRECTORS (§§ 7-128-101 — 7-128-111) › Section 7-128-103 - Number of directors

(1)
A board of directors shall consist of one or more directors, with the number stated in, or fixed in accordance with, the bylaws.
(2)
The bylaws may establish, or permit the voting members or the board of directors to 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 voting members or the board of directors.
L. 97: Entire article added, p. 688, § 3, effective 7/1/1998. L. 2003: (1) amended, p. 2340, § 299, effective 7/1/2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 128 - DIRECTORS AND OFFICERS (§§ 7-128-101 — 7-128-501) › Part 1 - BOARD OF DIRECTORS (§§ 7-128-101 — 7-128-111) › Section 7-128-104 - Election, appointment, and designation of directors

(1)
All directors except the initial directors shall be elected, appointed, or designated as provided in the bylaws. If no method of election, appointment, or designation is stated in the bylaws, the directors other than the initial directors shall be elected as follows:
(a)
If the nonprofit corporation has voting members, all directors except the initial directors shall be elected by the voting members at each annual meeting of the voting members; and
(b)
If the nonprofit corporation does not have voting members, all directors except the initial directors shall be elected by the board of directors.
(2)
The bylaws may authorize the election of all or a stated number or portion of directors, except the initial directors, by the members of one or more voting groups of voting members or by the directors of one or more authorized classes of directors. A class of voting members or directors entitled to elect one or more directors is a separate voting group for purposes of the election of directors.
(3)
The bylaws may authorize the appointment of one or more directors by such person or persons, or by the holder of such office or position, as the bylaws shall state.
(4)
For purposes of articles
121
to
137
of this title, designation occurs when the bylaws name an individual as a director or designate the holder of some office or position as a director.
L. 97: Entire article added, p. 688, § 3, effective 7/1/1998. L. 2003: IP(1), (2), and (3) amended, p. 2340, § 300, effective 7/1/2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 128 - DIRECTORS AND OFFICERS (§§ 7-128-101 — 7-128-501) › Part 1 - BOARD OF DIRECTORS (§§ 7-128-101 — 7-128-111) › Section 7-128-105 - Terms of directors generally

(1)
The bylaws may state the terms of directors. In the absence of any term stated in the bylaws, the term of each director shall be one year. Unless otherwise provided in the bylaws, directors may be elected for successive terms.
(2)
Unless otherwise provided in the bylaws, the terms of the initial directors of a nonprofit corporation expire at the first meeting at which directors are elected or appointed.
(3)
A decrease in the number of directors or in the term of office does not shorten an incumbent director's term.
(4)
Unless otherwise provided in the bylaws, the term of a director filling a vacancy expires at the end of the unexpired term that such director is filling.
(5)
Despite the expiration of a director's term, a director continues to serve until the director's successor is elected, appointed, or designated and qualifies, or until there is a decrease in the number of directors.
(6)
Repealed.
L. 97: Entire article added, p. 689, § 3, effective 7/1/1998. L. 98: (6) added, p. 623, § 28, effective July 1. L. 2000: (6) amended, p. 983, § 81, effective July 1. L. 2002: (6) amended, p. 1855, § 136, effective July 1; (6) amended, p. 1720, § 138, effective October 1. L. 2003: (1) amended, p. 2340, § 302, effective 7/1/2004. L. 2004: (6) repealed, p. 1511, § 296, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 128 - DIRECTORS AND OFFICERS (§§ 7-128-101 — 7-128-501) › Part 1 - BOARD OF DIRECTORS (§§ 7-128-101 — 7-128-111) › Section 7-128-106 - Staggered terms for directors

The bylaws may provide for staggering the terms of directors by dividing the total number of directors into any number of groups. The terms of office of the several groups need not be uniform.
L. 97: Entire article added, p. 689, § 3, effective 7/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 128 - DIRECTORS AND OFFICERS (§§ 7-128-101 — 7-128-501) › Part 1 - BOARD OF DIRECTORS (§§ 7-128-101 — 7-128-111) › Section 7-128-107 - Resignation of directors

(1)
A director may resign at any time by giving written notice of resignation to the nonprofit corporation.
(2)
A resignation of a director is effective when the notice is received by the nonprofit corporation unless the notice states a later effective date.
(3)
Repealed.
(4)
If, at the beginning of a director's term on the board, the bylaws provide that a director may be deemed to have resigned for failing to attend a stated number of board meetings, or for failing to meet other stated obligations of directors, and if such failure to attend or meet obligations is confirmed by an affirmative vote of the board of directors, then such failure to attend or meet obligations shall be effective as a resignation at the time of such vote of the board.
L. 97: Entire article added, p. 690, § 3, effective 7/1/1998. L. 2000: (3) amended, p. 983, § 82, effective July 1. L. 2002: (3) amended, p. 1855, § 137, effective July 1; (3) amended, p. 1720, § 139, effective October 1. L. 2003: (2) and (4) amended, p. 2340, § 302, effective 7/1/2004. L. 2004: (3) repealed, p. 1511, § 297, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 128 - DIRECTORS AND OFFICERS (§§ 7-128-101 — 7-128-501) › Part 1 - BOARD OF DIRECTORS (§§ 7-128-101 — 7-128-111) › Section 7-128-108 - Removal of directors

(1)
Directors elected by voting members or directors may be removed as follows:
(a)
The voting members may remove one or more directors elected by them with or without cause unless the bylaws provide that directors may be removed only for cause.
(b)
If a director is elected by a voting group, only that voting group may participate in the vote to remove that director.
(c)
Subject to section
7-127-208 (3)
, a director may be removed only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.
(d)
A director elected by voting members may be removed by the voting members only at a meeting called for the purpose of removing that director, and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director.
(e)
An entire board of directors may be removed under paragraphs (a) to (d) of this subsection (1).
(f)
A director elected by the board of directors may be removed with or without cause by the vote of a majority of the directors then in office or such greater number as is stated in the bylaws; except that a director elected by the board of directors to fill the vacancy of a director elected by the voting members may be removed without cause by the voting members, but not the board of directors.
(g)
(Deleted by amendment, L. 2000, p. 983, § 83, effective July 1, 2000.)
(2)
Unless otherwise provided in the bylaws:
(a)
An appointed director may be removed without cause by the person appointing the director;
(b)
The person removing the director shall do so by giving written notice of the removal to the director and to the nonprofit corporation; and
(c)
A removal is effective when the notice is received by both the director to be removed and the nonprofit corporation unless the notice states a later effective date.
(3)
A designated director may be removed by an amendment to the bylaws deleting or changing the designation.
(4)
Repealed.
L. 97: Entire article added, p. 690, § 3, effective 7/1/1998. L. 2000: (1)(g) amended and (4) added, p. 983, § 83, effective July 1. L. 2002: (4) amended, p. 1855, § 138, effective July 1; (4) amended, p. 1720, § 140, effective October 1. L. 2003: (1)(f) and (2)(c) amended, p. 2341, § 303, effective 7/1/2004. L. 2004: (4) repealed, p. 1511, § 298, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 128 - DIRECTORS AND OFFICERS (§§ 7-128-101 — 7-128-501) › Part 1 - BOARD OF DIRECTORS (§§ 7-128-101 — 7-128-111) › Section 7-128-109 - 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 address of the nonprofit corporation's principal office is located or, if the nonprofit 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 nonprofit corporation has no registered agent, by the district court for the city and county of Denver, in a proceeding commenced either by the nonprofit corporation or by voting members holding at least ten percent of the votes entitled to be cast in the election of such director's successor, if the court finds that the director engaged in fraudulent or dishonest conduct or gross abuse of authority or discretion with respect to the nonprofit corporation, or a final judgment has been entered finding that the director has violated a duty set forth in part 4 of this article, and that removal is in the best interests of the nonprofit corporation.
(2)
The court that removes a director may bar the director from reelection for a period prescribed by the court.
(3)
If voting members commence a proceeding under subsection (1) of this section, they shall make the nonprofit corporation a party defendant.
(4)
Repealed.
L. 97: Entire article added, p. 691, § 3, effective 7/1/1998. L. 2000: (4) amended, p. 983, § 84, effective July 1. L. 2002: (4) amended, p. 1855, § 139, effective July 1; (4) amended, p. 1720, § 141, effective October 1. L. 2003: (1) amended, p. 2341, § 304, effective 7/1/2004. L. 2004: (4) repealed, p. 1511, § 299, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 128 - DIRECTORS AND OFFICERS (§§ 7-128-101 — 7-128-501) › Part 1 - BOARD OF DIRECTORS (§§ 7-128-101 — 7-128-111) › Section 7-128-110 - Vacancy on board

(1)
Unless otherwise provided in the bylaws, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(a)
The voting members, if any, 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 of directors, 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 bylaws, if the vacant office was held by a director elected by a voting group of voting members:
(a)
If one or more of the remaining directors were elected by the same voting group of voting members, 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 that voting group is entitled to vote to fill the vacancy if it is filled by the voting members.
(3)
Notwithstanding subsection (1) of this section, unless otherwise provided in the bylaws, if the vacant office was held by a director elected by a voting group of directors, and if any persons in that voting group remain as directors, only such directors are entitled to vote to fill the vacancy.
(4)
Unless otherwise provided in the bylaws, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.
(5)
If a vacant office was held by a designated director, the vacancy shall be filled as provided in the bylaws. In the absence of an applicable bylaw provision, the vacancy may not be filled by the board.
(6)
A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under section
7-128-107 (2)
or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.
L. 97: Entire article added, p. 691, § 3, effective 7/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 128 - DIRECTORS AND OFFICERS (§§ 7-128-101 — 7-128-501) › Part 1 - BOARD OF DIRECTORS (§§ 7-128-101 — 7-128-111) › Section 7-128-111 - Compensation of directors

Unless otherwise provided in the bylaws, the board of directors may authorize and fix the compensation of directors.
L. 97: Entire article added, p. 692, § 3, effective 7/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 128 - DIRECTORS AND OFFICERS (§§ 7-128-101 — 7-128-501) › Part 2 - MEETINGS AND ACTION OF THE BOARD (§§ 7-128-201 — 7-128-206) › Section 7-128-201 - Meetings

(1)
The board of directors may hold regular or special meetings in or out of this state.
(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.
L. 97: Entire article added, p. 692, § 3, effective 7/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 128 - DIRECTORS AND OFFICERS (§§ 7-128-101 — 7-128-501) › Part 2 - MEETINGS AND ACTION OF THE BOARD (§§ 7-128-201 — 7-128-206) › Section 7-128-204 - 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 nonprofit 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 that 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
7-128-203 (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. 97: Entire article added, p. 694, § 3, effective 7/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 128 - DIRECTORS AND OFFICERS (§§ 7-128-101 — 7-128-501) › Part 2 - MEETINGS AND ACTION OF THE BOARD (§§ 7-128-201 — 7-128-206) › Section 7-128-205 - Quorum and voting

(1)
Unless a greater or lesser number is required by the bylaws, a quorum of a board of directors consists of a majority of the number of directors in office immediately before the meeting begins.
(2)
The bylaws may authorize a quorum of a board of directors to consist of:
(a)
No fewer than one-third of the number of directors fixed if the corporation has a fixed board size; or
(b)
No fewer than one-third 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
7-128-103 (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
121
to 137 of this title or the bylaws.
(4)
If provided in the bylaws, for purposes of determining a quorum with respect to a particular proposal, and for purposes of casting a vote for or against a particular proposal, a director may be deemed to be present at a meeting and to vote if the director has granted a signed written proxy to another director who is present at the meeting, authorizing the other director to cast the vote that is directed to be cast by the written proxy with respect to the particular proposal that is described with reasonable specificity in the proxy. Except as provided in this subsection (4) and as permitted by section
7-128-202
, directors may not vote or otherwise act by proxy.
(5)
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 written 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 nonprofit corporation promptly after adjournment of the meeting.
(6)
The right of dissent or abstention pursuant to subsection (5) of this section as to a specific action is not available to a director who votes in favor of the action taken.
L. 97: Entire article added, p. 694, § 3, effective 7/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 128 - DIRECTORS AND OFFICERS (§§ 7-128-101 — 7-128-501) › Part 3 - OFFICERS (§§ 7-128-301 — 7-128-304) › Section 7-128-301 - Officers

(1)
Unless otherwise provided in the bylaws, a nonprofit corporation shall have a president, a secretary, a treasurer, and such other officers as may be designated by the board of directors. An officer shall be an individual who is eighteen years of age or older. An officer need not be a director or a member of the nonprofit corporation, unless the bylaws so prescribe.
(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 the secretary or to one or more other persons responsibility for the preparation and maintenance of minutes of the directors' and members' meetings and other records and information required to be kept by the nonprofit corporation under section
7-136-101
and for authenticating records of the nonprofit corporation.
(4)
The same individual may simultaneously hold more than one office in the nonprofit corporation.
L. 97: Entire article added, p. 696, § 3, effective 7/1/1998. L. 2004: (1) amended, p. 1511, § 300, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 128 - DIRECTORS AND OFFICERS (§§ 7-128-101 — 7-128-501) › Part 3 - OFFICERS (§§ 7-128-301 — 7-128-304) › Section 7-128-302 - Duties of officers

Each officer shall have the authority and shall perform the duties stated with respect to such office in the bylaws or, to the extent not inconsistent with the bylaws, prescribed with respect to such office by the board of directors or by an officer authorized by the board of directors.
L. 97: Entire article added, p. 697, § 3, effective 7/1/1998. L. 2003: Entire section amended, p. 2342, § 307, effective 7/1/2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 128 - DIRECTORS AND OFFICERS (§§ 7-128-101 — 7-128-501) › Part 3 - OFFICERS (§§ 7-128-301 — 7-128-304) › Section 7-128-303 - Resignation and removal of officers

(1)
An officer may resign at any time by giving written notice of resignation to the nonprofit corporation.
(2)
A resignation of an officer is effective when the notice is received by the nonprofit 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 with the provision 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 provisions for the removal of officers by other officers or by the voting members.
(5)
Repealed.
L. 97: Entire article added, p. 697, § 3, effective 7/1/1998. L. 2000: (5) amended, p. 984, § 85, effective July 1. L. 2002: (5) amended, p. 1855, § 140, effective July 1; (5) amended, p. 1720, § 142, effective October 1. L. 2003: (2) amended, p. 2342, § 308, effective 7/1/2004. L. 2004: (5) repealed, p. 1511, § 301, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 128 - DIRECTORS AND OFFICERS (§§ 7-128-101 — 7-128-501) › Part 3 - OFFICERS (§§ 7-128-301 — 7-128-304) › Section 7-128-304 - 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 nonprofit corporation. An officer's resignation does not affect the nonprofit corporation's contract rights, if any, with the officer.
L. 97: Entire article added, p. 697, § 3, effective 7/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 128 - DIRECTORS AND OFFICERS (§§ 7-128-101 — 7-128-501) › Part 4 - STANDARDS OF CONDUCT (§§ 7-128-401 — 7-128-403) › Section 7-128-402 - Limitation of certain liabilities of directors and officers

(1)
If so provided in the articles of incorporation, the nonprofit corporation shall eliminate or limit the personal liability of a director to the nonprofit corporation or to its members for monetary damages for breach of fiduciary duty as a director; except that any such provision shall not eliminate or limit the liability of a director to the nonprofit corporation or to its members for monetary damages for any breach of the director's duty of loyalty to the nonprofit corporation or to its members, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, acts specified in section
7-128-403
or
7-128-501 (2)
, or any transaction from which the director directly or indirectly derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director to the nonprofit corporation or to its members for monetary damages for any act or omission occurring before the date when such provision becomes effective.
(2)
No director or officer shall be personally liable for any injury to person or property arising out of a tort committed by an employee unless such director or officer was personally involved in the situation giving rise to the litigation or unless such director or officer committed a criminal offense in connection with such situation. The protection afforded in this subsection (2) shall not restrict other common law protections and rights that a director or officer may have. This subsection (2) shall not restrict the nonprofit corporation's right to eliminate or limit the personal liability of a director to the nonprofit corporation or to its members for monetary damages for breach of fiduciary duty as a director as provided in subsection (1) of this section.
L. 97: Entire article added, p. 699, § 3, effective 7/1/1998. L. 98: (1) amended, p. 624, § 30, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 128 - DIRECTORS AND OFFICERS (§§ 7-128-101 — 7-128-501) › Part 4 - STANDARDS OF CONDUCT (§§ 7-128-401 — 7-128-403) › Section 7-128-403 - Liability of directors for unlawful distributions

(1)
A director who votes for or assents to a distribution made in violation of section
7-133-101
or the articles of incorporation is personally liable to the nonprofit corporation for the amount of the distribution that exceeds what could have been distributed without violating said section or the articles of incorporation if it is established that the director did not perform the director's duties in compliance with section
7-128-401
. In any proceeding commenced under this section, a director shall have 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 person who accepted the distribution knowing the distribution was made in violation of section
7-133-101
or the articles of incorporation, the amount of the contribution from such person being the amount of the distribution to that person that exceeds what could have been distributed to that person without violating section
7-133-101
or the articles of incorporation.
L. 97: Entire article added, p. 699, § 3, effective 7/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 129 - INDEMNIFICATION (§§ 7-129-101 — 7-129-110) › Section 7-129-101 - Indemnification definitions

As used in this article:
(1)
"Director" means an individual who is or was a director of a nonprofit corporation or an individual who, while a director of a nonprofit corporation, is or was serving at the nonprofit corporation's request as a director, officer, partner, member, manager, trustee, employee, fiduciary, or agent of another domestic or foreign entity or of an employee benefit plan. A director is considered to be serving an employee benefit plan at the nonprofit corporation's request if the director's duties to the nonprofit 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.
(2)
"Expenses" includes counsel fees.
(3)
"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.
(4)
"Nonprofit corporation" includes any domestic or foreign entity that is a predecessor of a nonprofit corporation by reason of a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.
(5)
"Official capacity" means, when used with respect to a director, the office of director in a nonprofit corporation and, when used with respect to a person other than a director as contemplated in section
7-129-107
, the office in a nonprofit corporation held by the officer or the employment, fiduciary, or agency relationship undertaken by the employee, fiduciary, or agent on behalf of the nonprofit corporation. "Official capacity" does not include service for any other domestic or foreign corporation, nonprofit 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, or investigative and whether formal or informal.
L. 97: Entire article added, p. 701, § 3, effective 7/1/1998. L. 2003: (1) amended, p. 2342, § 309, effective 7/1/2004. L. 2004: (1) amended, p. 1511, § 302, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 129 - INDEMNIFICATION (§§ 7-129-101 — 7-129-110) › Section 7-129-102 - Authority to indemnify directors

(1)
Except as provided in subsection (4) of this section, a nonprofit corporation may indemnify a person made a party to a proceeding because the person is or was a director against liability incurred in the proceeding if:
(a)
The person's conduct was in good faith; and
(b)
The person reasonably believed:
(I)
In the case of conduct in an official capacity with the nonprofit corporation, that the conduct was in the nonprofit corporation's best interests; and
(II)
In all other cases, that the conduct was at least not opposed to the nonprofit corporation's best interests; and
(c)
In the case of any criminal proceeding, the person had no reasonable cause to believe the conduct was unlawful.
(2)
A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in or beneficiaries of the plan is conduct that satisfies the requirement of subparagraph (II) of paragraph (b) of subsection (1) of this section. A director's conduct with respect to an employee benefit plan for a purpose that the director did not reasonably believe to be in the interests of the participants in or beneficiaries of the plan shall be deemed not to satisfy the requirements of paragraph (a) of subsection (1) of this section.
(3)
The termination of a proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.
(4)
A nonprofit corporation may not indemnify a director under this section:
(a)
In connection with a proceeding by or in the right of the nonprofit corporation in which the director was adjudged liable to the nonprofit corporation; or
(b)
In connection with any other proceeding charging that the director derived an improper personal benefit, whether or not involving action in an official capacity, in which proceeding the director was adjudged liable on the basis that the director derived an improper personal benefit.
(5)
Indemnification permitted under this section in connection with a proceeding by or in the right of the nonprofit corporation is limited to reasonable expenses incurred in connection with the proceeding.
L. 97: Entire article added, p. 702, § 3, effective 7/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 129 - INDEMNIFICATION (§§ 7-129-101 — 7-129-110) › Section 7-129-103 - Mandatory indemnification of directors

Unless limited by its articles of incorporation, a nonprofit corporation shall indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person is or was a director, against reasonable expenses incurred by the person in connection with the proceeding.
L. 97: Entire article added, p. 703, § 3, effective 7/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 129 - INDEMNIFICATION (§§ 7-129-101 — 7-129-110) › Section 7-129-104 - Advance of expenses to directors

(1)
A nonprofit corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:
(a)
The director furnishes to the nonprofit corporation a written affirmation of the director's good-faith belief that the director has met the standard of conduct described in section
7-129-102
;
(b)
The director furnishes to the nonprofit corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and
(c)
A determination is made that the facts then known to those making the determination would not preclude indemnification under this article.
(2)
The undertaking required by paragraph (b) of subsection (1) of this section shall be 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)
Determinations and authorizations of payments under this section shall be made in the manner specified in section
7-129-106
.
L. 97: Entire article added, p. 703, § 3, effective 7/1/1998.