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 121 - GENERAL PROVISIONS - NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-121-601) › Part 5 - PRIVATE FOUNDATIONS (§ 7-121-501) › Section 7-121-501 - Private foundations

(1)
Except where otherwise determined by a court of competent jurisdiction, a nonprofit corporation that is a private foundation as defined in section 509 (a) of the internal revenue code:
(a)
Shall distribute such amounts for each taxable year at such time and in such manner as not to subject the nonprofit corporation to tax under section 4942 of the internal revenue code;
(b)
Shall not engage in any act of self-dealing as defined in section 4941 (d) of the internal revenue code;
(c)
Shall not retain any excess business holdings as defined in section 4943 (c) of the internal revenue code;
(d)
Shall not make any investments that would subject the nonprofit corporation to taxation under section 4944 of the internal revenue code;
(e)
Shall not make any taxable expenditures as defined in section 4945 (d) of the internal revenue code.
L. 97: Entire article added, p. 658, § 3, effective 7/1/1998. L. 98: (1)(d) amended, p. 623, § 25, 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 122 - INCORPORATION (§§ 7-122-101 — 7-122-107) › Section 7-122-101 - Incorporators

One or more persons may act as the incorporator or incorporators of a nonprofit corporation by delivering articles of incorporation to the secretary of state for filing pursuant to part 3 of article
90
of this title. An incorporator who is an individual shall be eighteen years of age or older.
L. 97: Entire article added, p. 660, § 3, effective 7/1/1998. L. 2002: Entire section amended, p. 1854, § 132, effective July 1; entire section amended, p. 1719, § 133, effective October 1. L. 2004: Entire section amended, p. 1510, § 291, 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 122 - INCORPORATION (§§ 7-122-101 — 7-122-107) › Section 7-122-102 - Articles of incorporation

(1)
The articles of incorporation shall state:
(a)
The domestic entity name for the nonprofit corporation, which domestic entity name shall comply with part 6 of article
90
of this title;
(b)
The registered agent name and registered agent address of the nonprofit corporation's initial registered agent;
(c)
The principal office address of the nonprofit corporation's initial principal office;
(d)
The true name and mailing address of each incorporator;
(e)
Whether or not the nonprofit corporation will have voting members; and
(f)
Repealed.
(g)
Provisions not inconsistent with law regarding the distribution of assets on dissolution.
(2)
The articles of incorporation may but need not state:
(a)
The names and addresses of the individuals who are elected to serve as the initial directors;
(b)
Provisions not inconsistent with law regarding:
(I)
The purpose or purposes for which the nonprofit corporation is incorporated;
(II)
Managing and regulating the affairs of the nonprofit corporation;
(III)
Defining, limiting, and regulating the powers of the nonprofit corporation, its board of directors, and its members, or any class of members; and
(IV)
Whether cumulative voting will be permitted;
(c)
Any provision that under articles
121
to
137
of this title is required or permitted to be stated in the bylaws;
(d)
The characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members.
(3)
The articles of incorporation need not state any of the corporate powers enumerated in articles
121
to
137
of this title.
(4)
If articles
121
to
137
of this title condition any matter upon the presence of a provision in the bylaws, the condition is satisfied if such provision is present either in the articles of incorporation or the bylaws. If articles
121
to
137
of this title condition any matter upon the absence of a provision in the bylaws, the condition is satisfied only if the provision is absent from both the articles of incorporation and the bylaws.
L. 97: Entire article added, p. 660, § 3, effective 7/1/1998. L. 2000: (1)(a) amended, p. 982, § 78, effective July 1. L. 2002: (1)(f) repealed p. 1854, § 133, effective July 1; (1)(f) repealed, p. 1719, § 134, effective October 1. L. 2003: IP(1), (1)(a), (1)(b), (1)(c), IP(2), (2)(c), and (3) amended, p. 2335, § 283, effective 7/1/2004. L. 2004: (1)(d) and (2)(a) amended, p. 1510, § 292, effective July 1. L. 2006: (2)(a) amended, p. 881, § 79, 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 122 - INCORPORATION (§§ 7-122-101 — 7-122-107) › Section 7-122-103 - Incorporation

(1)
A nonprofit corporation is incorporated when the articles of incorporation are filed by the secretary of state or, if a delayed effective date is stated pursuant to section
7-90-304
in the articles of incorporation as filed by the secretary of state and if a statement of change revoking the articles of incorporation is not filed before such effective date, on such delayed effective date. The corporate existence begins upon incorporation.
(2)
The secretary of state's filing of the articles of incorporation is conclusive that all conditions precedent to incorporation have been met.
L. 97: Entire article added, p. 661, § 3, effective 7/1/1998. L. 2002: (1) amended, p. 1859, § 159, effective July 1; (1) amended, pp. 1719, 1724, §§ 135, 158, effective October 1. L. 2003: (1) amended, p. 2336, § 284, effective 7/1/2004. L. 2004: (1) amended, p. 1510, § 293, 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 122 - INCORPORATION (§§ 7-122-101 — 7-122-107) › Section 7-122-104 - Unauthorized assumption of corporate powers

All persons purporting to act as or on behalf of a nonprofit corporation without authority to do so and without good-faith belief that they have such authority shall be jointly and severally liable for all liabilities incurred or arising as a result thereof.
L. 97: Entire article added, p. 661, § 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 122 - INCORPORATION (§§ 7-122-101 — 7-122-107) › Section 7-122-105 - Organization of nonprofit corporation

(1)
After incorporation:
(a)
If initial directors are not named in the articles of incorporation, the incorporators shall hold a meeting, at the call of a majority of the incorporators, to adopt initial bylaws, if desired, and to elect a board of directors; and
(b)
If initial directors are named in the articles of incorporation, the initial directors shall hold a meeting, at the call of a majority of the directors, to adopt bylaws, if desired, to appoint officers, and to carry on any other business.
(2)
Action required or permitted by articles
121
to
137
of this title to be taken by incorporators at an organizational meeting may be taken without a meeting if the action is taken in the manner provided in section
7-128-202
for action by directors without a meeting.
(3)
An organizational meeting may be held in or out of this state.
L. 97: Entire article added, p. 662, § 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 122 - INCORPORATION (§§ 7-122-101 — 7-122-107) › Section 7-122-106 - Bylaws

(1)
The board of directors or, if no directors have been named or elected, the incorporators may adopt initial bylaws. If neither the incorporators nor the board of directors have adopted initial bylaws, the members may do so.
(2)
The bylaws of a nonprofit corporation may contain any provision for managing and regulating the affairs of the nonprofit corporation that is not inconsistent with law or with the articles of incorporation.
L. 97: Entire article added, p. 662, § 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 122 - INCORPORATION (§§ 7-122-101 — 7-122-107) › Section 7-122-107 - Emergency bylaws

(1)
Unless otherwise provided in the articles of incorporation, the board of directors may adopt bylaws to be effective only in an emergency as defined in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may include all provisions necessary for managing the nonprofit corporation during the emergency, including:
(a)
Procedures for calling a meeting of the board of directors;
(b)
Quorum requirements for the meeting; and
(c)
Designation of additional or substitute directors.
(2)
All provisions of the regular bylaws consistent with the emergency bylaws shall remain in effect during the emergency. The emergency bylaws shall not be effective after the emergency ends.
(3)
Corporate action taken in good faith in accordance with the emergency bylaws:
(a)
Binds the nonprofit corporation; and
(b)
May not be the basis for imposition of liability on any director, officer, employee, or agent of the nonprofit corporation on the ground that the action was not authorized corporate action.
(4)
An emergency exists for the purposes of this section if a quorum of the directors cannot readily be obtained because of some catastrophic event.
L. 97: Entire article added, p. 662, § 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 123 - PURPOSES AND POWERS (§§ 7-123-101 — 7-123-105) › Section 7-123-103 - Emergency powers

(1)
In anticipation of or during an emergency defined in subsection (4) of this section, the board of directors may:
(a)
Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
(b)
Relocate the principal office or designate additional offices, or authorize officers to do so.
(2)
During an emergency as contemplated in subsection (4) of this section, unless emergency bylaws provide otherwise:
(a)
Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication or radio; and
(b)
One or more officers of the nonprofit corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(3)
Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the nonprofit corporation:
(a)
Binds the nonprofit corporation; and
(b)
May not be the basis for the imposition of liability on any director, officer, employee, or agent of the nonprofit corporation on the ground that the action was not authorized corporate action.
(4)
An emergency exists for purposes of this section if a quorum of the directors cannot readily be obtained because of some catastrophic event.
L. 97: Entire article added, p. 665, § 3, effective 7/1/1998. L. 2003: (1)(b) amended, p. 2337, § 287, 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 123 - PURPOSES AND POWERS (§§ 7-123-101 — 7-123-105) › Section 7-123-104 - Ultra vires

(1)
Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground that the nonprofit corporation lacks or lacked power to act.
(2)
A nonprofit corporation's power to act may be challenged:
(a)
In a proceeding against the nonprofit corporation to enjoin the act. The proceeding may be brought by a director or by a voting member or voting members in a derivative proceeding.
(b)
In a proceeding by or in the right of the nonprofit corporation, whether directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the nonprofit corporation; or
(c)
In a proceeding by the attorney general under section
7-134-301
.
(3)
In a proceeding under paragraph (a) of subsection (2) of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if it would be equitable to do so and if all affected persons are parties to the proceeding, and may award damages for loss, including anticipated profits, suffered by the nonprofit corporation or another party because of the injunction.
L. 97: Entire article added, p. 666, § 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 123 - PURPOSES AND POWERS (§§ 7-123-101 — 7-123-105) › Section 7-123-105 - Actions against nonprofit corporations

Any other provision of law to the contrary notwithstanding, any civil action permitted under the law of this state may be brought against any nonprofit corporation, and the assets of any nonprofit corporation that would, but for articles
121
to
137
of this title, be immune from levy and execution on any judgment shall nonetheless be subject to levy and execution to the extent that such nonprofit corporation would be reimbursed by proceeds of liability insurance policies carried by it were judgment levied and executed against its assets.
L. 97: Entire article added, p. 667, § 3, effective 7/1/1998. L. 2003: Entire section amended, p. 2337, § 288, 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 124 - NAME (§§ 7-124-101 — 7-124-102) › Section 7-124-101 - [Repealed]

L. 97: Entire article added, p. 667, § 3, effective 7/1/1998. L. 2000: Entire section repealed, p. 990, § 109, 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 124 - NAME (§§ 7-124-101 — 7-124-102) › Section 7-124-102 - [Repealed]

L. 97: Entire article added, p. 668, § 3, effective 7/1/1998. L. 2000: Entire section repealed, p. 990, § 109, 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 125 - OFFICE AND AGENT (§ 7-125-101) › Section 7-125-101 - Registered office and registered agent

Part 7 of article
90
of this title, providing for registered agents and service of process, applies to nonprofit corporations incorporated under or subject to articles
121
to
137
of this title.
L. 2003: Entire article R&RE, p. 2337, § 289, effective 7/1/2004. L. 2007: Entire section amended, p. 249, § 51, effective May 29.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › NONPROFIT CORPORATIONS (§§ 7-121-101 — 7-137-301) › Article 126 - MEMBERS AND MEMBERSHIPS (§§ 7-126-101 — 7-126-501) › Part 1 - ADMISSION OF MEMBERS AND LIABILITY TO THIRD PARTIES (§§ 7-126-101 — 7-126-104) › Section 7-126-101 - No requirement of members

A nonprofit corporation is not required to have members.
L. 97: Entire article added, p. 671, § 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 126 - MEMBERS AND MEMBERSHIPS (§§ 7-126-101 — 7-126-501) › Part 1 - ADMISSION OF MEMBERS AND LIABILITY TO THIRD PARTIES (§§ 7-126-101 — 7-126-104) › Section 7-126-102 - Admission

(1)
The bylaws may establish criteria or procedures for admission of members.
(2)
No person shall be admitted as a member without such person's consent.
(3)
A nonprofit corporation may issue certificates evidencing membership therein.
L. 97: Entire article added, p. 671, § 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 126 - MEMBERS AND MEMBERSHIPS (§§ 7-126-101 — 7-126-501) › Part 1 - ADMISSION OF MEMBERS AND LIABILITY TO THIRD PARTIES (§§ 7-126-101 — 7-126-104) › Section 7-126-103 - Liability to third parties

The directors, officers, employees, and members of a nonprofit corporation are not, as such, personally liable for the acts, debts, liabilities, or obligations of a nonprofit corporation.
L. 97: Entire article added, p. 671, § 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 126 - MEMBERS AND MEMBERSHIPS (§§ 7-126-101 — 7-126-501) › Part 1 - ADMISSION OF MEMBERS AND LIABILITY TO THIRD PARTIES (§§ 7-126-101 — 7-126-104) › Section 7-126-104 - Consideration

Unless otherwise provided by the bylaws, a nonprofit corporation may admit members for no consideration or for such consideration as is determined by the board of directors.
L. 97: Entire article added, p. 671, § 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 126 - MEMBERS AND MEMBERSHIPS (§§ 7-126-101 — 7-126-501) › Part 2 - TYPES OF MEMBERSHIPS - MEMBERS' RIGHTS AND OBLIGATIONS (§§ 7-126-201 — 7-126-203) › Section 7-126-201 - Differences in rights and obligations of members

(1)
Unless otherwise provided by articles
121
to
137
of this title or the bylaws:
(a)
All voting members shall have the same rights and obligations with respect to voting and all other matters that articles
121
to
137
of this title specifically reserve to voting members; and
(b)
With respect to matters not so reserved, all members, including voting members, shall have the same rights and obligations.
L. 97: Entire article added, p. 671, § 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 126 - MEMBERS AND MEMBERSHIPS (§§ 7-126-101 — 7-126-501) › Part 2 - TYPES OF MEMBERSHIPS - MEMBERS' RIGHTS AND OBLIGATIONS (§§ 7-126-201 — 7-126-203) › Section 7-126-202 - Transfers

(1)
Unless otherwise provided by the bylaws, no member of a nonprofit corporation may transfer a membership or any right arising therefrom.
(2)
Where transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membership issued prior to the adoption of the restriction unless the restriction is approved by the affected member.
L. 97: Entire article added, p. 671, § 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 126 - MEMBERS AND MEMBERSHIPS (§§ 7-126-101 — 7-126-501) › Part 2 - TYPES OF MEMBERSHIPS - MEMBERS' RIGHTS AND OBLIGATIONS (§§ 7-126-201 — 7-126-203) › Section 7-126-203 - Creditor's action against member

No proceeding may be brought by a creditor to reach the liability, if any, of a member to the nonprofit corporation unless final judgment has been rendered in favor of the creditor against the nonprofit corporation and execution has been returned unsatisfied in whole or in part or unless such proceeding would be useless.
L. 97: Entire article added, p. 672, § 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 126 - MEMBERS AND MEMBERSHIPS (§§ 7-126-101 — 7-126-501) › Part 3 - RESIGNATION AND TERMINATION (§§ 7-126-301 — 7-126-304) › Section 7-126-301 - Resignation

(1)
Unless otherwise provided by the bylaws, a member may resign at any time.
(2)
The resignation of a member does not relieve the member from any obligations the member may have to the nonprofit corporation as a result of obligations incurred or commitments made prior to resignation.
L. 97: Entire article added, p. 672, § 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 126 - MEMBERS AND MEMBERSHIPS (§§ 7-126-101 — 7-126-501) › Part 3 - RESIGNATION AND TERMINATION (§§ 7-126-301 — 7-126-304) › Section 7-126-302 - Termination, expulsion, or suspension

(1)
Unless otherwise provided by the bylaws, no member of a nonprofit corporation may be expelled or suspended, and no membership or memberships in such nonprofit corporation may be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith.
(2)
For purposes of this section, a procedure is fair and reasonable when either:
(a)
The bylaws or a written policy of the board of directors state a procedure that provides:
(I)
Not less than fifteen days prior written notice of the expulsion, suspension, or termination and the reasons therefor; and
(II)
An opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, termination, or suspension not take place; or
(b)
It is fair and reasonable taking into consideration all of the relevant facts and circumstances.
(3)
For purposes of this section, any written notice given by mail must be given by first-class or certified mail sent to the last address of the member shown on the nonprofit corporation's records.
(4)
Unless otherwise provided by the bylaws, any proceeding challenging an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the expulsion, suspension, or termination.
(5)
Unless otherwise provided by the bylaws, a member who has been expelled or suspended may be liable to the nonprofit corporation for dues, assessments, or fees as a result of obligations incurred or commitments made prior to expulsion or suspension.
L. 97: Entire article added, p. 672, § 3, effective 7/1/1998. L. 2003: IP(2)(a) amended, p. 2337, § 290, 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 126 - MEMBERS AND MEMBERSHIPS (§§ 7-126-101 — 7-126-501) › Part 3 - RESIGNATION AND TERMINATION (§§ 7-126-301 — 7-126-304) › Section 7-126-303 - Purchase of memberships

Unless otherwise provided by the bylaws, a nonprofit corporation shall not purchase the membership of a member who resigns or whose membership is terminated. If so authorized, a nonprofit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions stated in or authorized by its bylaws. No payment shall be made in violation of article
133
of this title.
L. 97: Entire article added, p. 673, § 3, effective 7/1/1998. L. 2003: Entire section amended, p. 2338, § 291, 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 126 - MEMBERS AND MEMBERSHIPS (§§ 7-126-101 — 7-126-501) › Part 3 - RESIGNATION AND TERMINATION (§§ 7-126-301 — 7-126-304) › Section 7-126-304 - Residential membership - return of consideration - cessation of periodic payments - time limits - effective date

(1)
Notwithstanding any provision of the articles of incorporation or bylaws to the contrary:
(a)
(I)
A residential nonprofit corporation shall refund the entrance fee of a residential member to the member or his or her heirs within ninety days after a transfer of the residential membership.
(II)
(A)
This paragraph (a) applies only to contracts entered into on or after March 11, 2011.
(B)
(Deleted by amendment, L. 2012.)
(b)
(Deleted by amendment, L. 2012.)
L. 2011: Entire section added, (HB 11-1110), ch. 22, p. 55, §2, effective March 11; (1)(a) amended, (HB 11-1324), ch. 268, p. 1222, §1, effective June 2. L. 2012: (1) amended, (SB 12-024), ch. 39, p. 137, § 1, effective March 22.
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 126 - MEMBERS AND MEMBERSHIPS (§§ 7-126-101 — 7-126-501) › Part 4 - DERIVATIVE SUITS (§ 7-126-401) › Section 7-126-401 - Derivative suits

(1)
Without affecting the right of a member or director to bring a proceeding against a nonprofit corporation or its officers or directors, a proceeding may be brought in the right of a nonprofit corporation to procure a judgment in its favor by:
(a)
Any voting member or voting members having five percent or more of the voting power; or
(b)
Any director.
(2)
In any such proceeding, each complainant shall be a voting member or director at the time of bringing the proceeding.
(3)
A complaint in a proceeding brought in the right of a nonprofit corporation must be verified and allege with particularity the demand made, if any, to obtain action by the directors and either why the complainants could not obtain the action or why they did not make the demand. If a demand for action was made and the nonprofit corporation's investigation of the demand is in progress when the proceeding is filed, the court may stay the suit until the investigation is completed.
(4)
In any action instituted in the right of a nonprofit corporation by one or more voting members, the court having jurisdiction over the matter may, at any time before final judgment, require the plaintiff to give security for the costs and reasonable expenses that may be directly attributable to and incurred by the nonprofit corporation in the defense of such action or may be incurred by other parties named as defendant for which the nonprofit corporation may become legally liable, but not including fees of attorneys. The amount of such security may from time to time be increased or decreased, in the discretion of the court, upon showing that the security provided has or may become inadequate or is excessive. If the court finds that the action was commenced without reasonable cause, the nonprofit corporation shall have recourse to such security in such amount as the court shall determine upon the termination of such action.
(5)
No action shall be commenced in this state by a member of a foreign nonprofit corporation in the right of a foreign nonprofit corporation unless such action is permitted by the law of the state under which such foreign nonprofit corporation is incorporated.
L. 97: Entire article added, p. 673, § 3, effective 7/1/1998. L. 2003: (5) amended, p. 2338, § 292, 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 126 - MEMBERS AND MEMBERSHIPS (§§ 7-126-101 — 7-126-501) › Part 5 - DELEGATES (§ 7-126-501) › Section 7-126-501 - Delegates

(1)
A nonprofit corporation may provide in its bylaws for delegates having some or all of the authority of members.
(2)
The bylaws may state provisions relating to:
(a)
The characteristics, qualifications, rights, limitations, and obligations of delegates, including their selection and removal;
(b)
Calling, noticing, holding, and conducting meetings of delegates; and
(c)
Carrying on corporate activities during and between meetings of delegates.
L. 97: Entire article added, p. 674, § 3, effective 7/1/1998. L. 2003: IP(2) amended, p. 2338, § 293, 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 127 - MEMBERS' MEETINGS AND VOTING (§§ 7-127-101 — 7-127-301) › Part 1 - MEETINGS (§§ 7-127-101 — 7-127-109) › Section 7-127-101 - Annual and regular meetings

(1)
Unless the bylaws eliminate the requirement for holding an annual meeting, a nonprofit corporation that has voting members shall hold a meeting of the voting members annually at a time stated in or fixed in accordance with the bylaws, or, if not so fixed, at a time and date stated in or fixed in accordance with a resolution of the board of directors.
(2)
A nonprofit corporation with members may hold regular membership meetings at a time and date stated in or fixed in accordance with the bylaws, or, if not so fixed, at a time and date stated in or fixed in accordance with a resolution of the board of directors.
(3)
Annual and regular membership meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws, or, if not so stated or fixed, at a place stated or fixed in accordance with a resolution of the board of directors. If no place is so stated or fixed, annual and regular meetings shall be held at the nonprofit corporation's principal office.
(4)
The failure to hold an annual or regular meeting at the time and date determined pursuant to subsection (1) of this section does not affect the validity of any corporate action and does not work a forfeiture or dissolution of the nonprofit corporation.
L. 97: Entire article added, p. 674, § 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 1 - MEETINGS (§§ 7-127-101 — 7-127-109) › Section 7-127-102 - Special meeting

(1)
A nonprofit corporation shall hold a special meeting of its members:
(a)
On call of its board of directors or the person or persons authorized by the bylaws or resolution of the board of directors to call such a meeting; or
(b)
Unless otherwise provided by the bylaws, if the nonprofit corporation receives one or more written demands for the meeting, stating the purpose or purposes for which it is to be held, signed and dated by members holding at least ten percent of all the votes entitled pursuant to the bylaws to be cast on any issue proposed to be considered at the meeting.
(2)
If not otherwise fixed under section
7-127-103
or
7-127-106
, the record date for determining the members entitled to demand a special meeting pursuant to paragraph (b) of subsection (1) of this section is the date of the earliest of any of the demands pursuant to which the meeting is called, or the date that is sixty days before the date the first of such demands is received by the nonprofit corporation, whichever is later.
(3)
If a notice for a special meeting demanded pursuant to paragraph (b) of subsection (1) of this section is not given pursuant to section
7-127-104
within thirty days after the date the written demand or demands are delivered to a corporate officer, regardless of the requirements of subsection (4) of this section, a person signing the demand or demands may set the time and place of the meeting and give notice pursuant to section
7-127-104
.
(4)
Special meetings of the members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws, or, if not so stated or fixed, at a place stated or fixed in accordance with a resolution of the board of directors. If no place is so stated or fixed, special meetings shall be held at the nonprofit corporation's principal office.
(5)
Unless otherwise provided by the bylaws, only business within the purpose or purposes described in the notice of the meeting required by section
7-127-104 (3)
may be conducted at a special meeting of the members.
L. 97: Entire article added, p. 675, § 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 1 - MEETINGS (§§ 7-127-101 — 7-127-109) › Section 7-127-103 - Court-ordered meeting

(1)
The holding of a meeting of the members may be summarily ordered by the district court for the county in this state in which the street 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:
(a)
On application of any voting member entitled to participate in an annual meeting if an annual meeting was required to be held and was not held within the earlier of six months after the close of the nonprofit corporation's most recently ended fiscal year or fifteen months after its last annual meeting; or
(b)
On application of any person who participated in a call of or demand for a special meeting effective under section
7-127-102 (1)
, if:
(I)
Notice of the special meeting was not given within thirty days after the date of the call or the date the last of the demands necessary to require the calling of the meeting was received by the nonprofit corporation pursuant to section
7-127-102 (1)(b)
, as the case may be; or
(II)
The special meeting was not held in accordance with the notice.
(2)
The court may fix the time and place of the meeting, determine the members entitled to participate in the meeting, fix a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the notice of the meeting, fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary or appropriate to accomplish the holding of the meeting.
L. 97: Entire article added, p. 675, § 3, effective 7/1/1998. L. 2003: IP(1) and (2) amended, p. 2338, § 294, 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 127 - MEMBERS' MEETINGS AND VOTING (§§ 7-127-101 — 7-127-301) › Part 1 - MEETINGS (§§ 7-127-101 — 7-127-109) › Section 7-127-104 - Notice of meeting

(1)
A nonprofit corporation shall give to each member entitled to vote at the meeting notice consistent with its bylaws of meetings of members in a fair and reasonable manner.
(2)
Any notice that conforms to the requirements of subsection (3) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered.
(3)
Notice is fair and reasonable if:
(a)
The nonprofit corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members no fewer than ten days, or if notice is mailed by other than first class or registered mail, no fewer than thirty days, nor more than sixty days before the meeting date, and if notice is given by newspaper as provided in section
7-121-402 (2)
, the notice must be published five separate times with the first such publication no more than sixty days, and the last such publication no fewer than ten days, before the meeting date.
(b)
Notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members or for which the members' approval is sought under sections
7-128-501
,
7-129-110
,
7-130-103
,
7-130-201
,
7-131-102
,
7-132-102
, and
7-134-102
; and
(c)
Unless otherwise provided by articles
121
to 137 of this title or the bylaws, notice of a special meeting includes a description of the purpose or purposes for which the meeting is called.
(4)
Unless otherwise provided by the bylaws, if an annual, regular, or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section
7-127-106
, however, notice of the adjourned meeting must be given under this section to the members of record as of the new record date.
(5)
When giving notice of an annual, regular, or special meeting of members, a nonprofit corporation shall give notice of a matter a member intends to raise at the meeting if:
(a)
Requested in writing to do so by a person entitled to call a special meeting; and
(b)
The request is received by the secretary or president of the nonprofit corporation at least ten days before the nonprofit corporation gives notice of the meeting.
L. 97: Entire article added, p. 676, § 3, effective 7/1/1998. L. 98: (3)(a) amended, p. 623, § 26, 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 1 - MEETINGS (§§ 7-127-101 — 7-127-109) › Section 7-127-105 - Waiver of notice

(1)
A member may waive any notice required by articles
121
to
137
of this title or by the bylaws, whether before or after the date or time stated in the notice as the date or time when any action will occur or has occurred. The waiver shall be in writing, be signed by the member entitled to the notice, and be delivered to the nonprofit corporation for inclusion in the minutes or filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver.
(2)
A member's attendance at a meeting:
(a)
Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice; and
(b)
Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
L. 97: Entire article added, p. 677, § 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 1 - MEETINGS (§§ 7-127-101 — 7-127-109) › Section 7-127-106 - Record date - determining members entitled to notice and vote

(1)
The bylaws may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board of directors may fix a future date as such a record date. If no such record date is fixed, members at the close of business on the business day preceding the day on which notice is given, or, if notice is waived, at the close of business on the business day preceding the day on which the meeting is held are entitled to notice of the meeting.
(2)
The bylaws may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.
(3)
The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as the record date. If no such record date is fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later, are entitled to exercise such rights.
(4)
A record date fixed under this section may not be more than seventy days before the meeting or action requiring a determination of members occurs.
(5)
A determination of members entitled to notice of or to vote at a meeting of members is effective for any adjournment of the meeting unless the board of directors fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than one hundred twenty days after the record date for determining members entitled to notice of the original meeting.
(6)
If a court orders a meeting adjourned to a date more than one hundred twenty days after the date fixed for the original meeting, it may provide that the original record date for notice or voting continues in effect or it may fix a new record date for notice or voting.
L. 97: Entire article added, p. 678, § 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 1 - MEETINGS (§§ 7-127-101 — 7-127-109) › Section 7-127-108 - Meetings by telecommunication

Unless otherwise provided in the bylaws, any or all of the members may participate in an annual, regular, or special meeting of the members by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hear each other during the meeting. A member participating in a meeting by this means is deemed to be present in person at the meeting.
L. 97: Entire article added, p. 680, § 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 1 - MEETINGS (§§ 7-127-101 — 7-127-109) › Section 7-127-109 - Action by written ballot

(1)
Unless otherwise provided by the bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the nonprofit corporation delivers a written ballot to every member entitled to vote on the matter.
(2)
A written ballot shall:
(a)
State each proposed action; and
(b)
Provide an opportunity to vote for or against each proposed action.
(3)
Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(4)
All solicitations for votes by written ballot shall:
(a)
Indicate the number of responses needed to meet the quorum requirements;
(b)
State the percentage of approvals necessary to approve each matter other than election of directors;
(c)
State the time by which a ballot must be received by the nonprofit corporation in order to be counted; and
(d)
Be accompanied by written information sufficient to permit each person casting such ballot to reach an informed decision on the matter.
(5)
Unless otherwise provided by the bylaws, a written ballot may not be revoked.
(6)
Action taken under this section has the same effect as action taken at a meeting of members and may be described as such in any document.
L. 97: Entire article added, p. 680, § 3, effective 7/1/1998. L. 2003: (2)(a) and (4)(c) amended, p. 2339, § 296, 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 127 - MEMBERS' MEETINGS AND VOTING (§§ 7-127-101 — 7-127-301) › Part 2 - VOTING (§§ 7-127-201 — 7-127-209) › Section 7-127-202 - Voting entitlement generally

(1)
Unless otherwise provided by the bylaws:
(a)
Only voting members shall be entitled to vote with respect to any matter required or permitted under articles
121
to 137 of this title to be submitted to a vote of the members;
(b)
All references in articles 121 to
137
of this title to votes of or voting by the members shall be deemed to permit voting only by the voting members; and
(c)
Voting members shall be entitled to vote with respect to all matters required or permitted under articles
121
to 137 of this title to be submitted to a vote of the members.
(2)
Unless otherwise provided by the bylaws, each member entitled to vote shall be entitled to one vote on each matter submitted to a vote of members.
(3)
Unless otherwise provided by the bylaws, if a membership stands of record in the names of two or more persons, their acts with respect to voting shall have the following effect:
(a)
If only one votes, such act binds all; and
(b)
If more than one votes, the vote shall be divided on a pro rata basis.
L. 97: Entire article added, p. 683, § 3, effective 7/1/1998.