2023 Colorado Revised Statutes › Title 11 - FINANCIAL INSTITUTIONS (§§ 11-1-101 — 11-111-116) › BANKS (§§ 11-101-101 — 11-111-116) › COLORADO BANKING CODE (§§ 11-101-101 — 11-111-116) › Article 103 - ORGANIZATION AND CORPORATE FUNCTIONS (§§ 11-103-101 — 11-103-810) › Part 1 - GENERAL CORPORATE POWERS (§§ 11-103-101 — 11-103-103) › Section 11-103-101 - General corporate powers

(1)
A state bank may be organized to exercise the powers provided in this code.
(2)
Subject to the provisions of section
11-103-102
, a state bank organized under the laws of this state shall, without specific mention thereof in its charter, have all the powers conferred by this code and the following additional general corporate powers:
(a)
To continue perpetually as a corporation;
(b)
To make contracts;
(c)
To sue and be sued, complain, and defend in its corporate name;
(d)
To have a corporate seal, which may be altered at pleasure, and to use the same by causing it or a facsimile thereof to be impressed or affixed, or in any manner reproduced;
(e)
To make, alter, amend, and repeal bylaws, not inconsistent with its charter or with law, for the administration and regulation of the affairs of the corporation;
(f)
To elect, appoint, or remove officers and agents of the bank and to define their duties and fix their compensation;
(g)
To adopt and operate reasonable bonus, profit-sharing, and pension plans for officers and employees;
(h)
To grant, subject to approval of the banking board, and by vote of two-thirds of the outstanding voting stock voted at a meeting of the stockholders, options to purchase, sell, or enter into agreements to sell shares of its capital stock to its employees, whether or not such transactions qualify for special tax treatment under the "Internal Revenue Code", as amended, and rules promulgated thereunder.
(3)
A state bank, organized under the laws of this state, if so provided in its charter, has the general corporate power to eliminate or limit the personal liability of a director to the corporation or to its stockholders for monetary damages for breach of fiduciary duty as a director; except that such provision shall not eliminate or limit the liability of a director to the corporation or to its shareholders for monetary damages for: Any breach of the director's duty of loyalty to the corporation or its stockholders, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director to the corporation or to its shareholders for monetary damages for any act or omission occurring prior to the date when such provision becomes effective.
(4)
A state bank, organized under the laws of this state, without specific mention in its charter, shall also have the power, in addition to all other powers, to make contributions to, or for the use or benefit of, the following:
(a)
The United States, any state, territory, or political subdivision thereof, the District of Columbia, or any possession of the United States for exclusively public purposes;
(b)
A corporation, foundation, trust, community chest, or other organization created or organized in the United States, or in any state or territory, or the District of Columbia, or any possession of the United States, and organized and operated exclusively for religious, charitable, scientific, veteran rehabilitation service, civic enterprise, or literary or educational purposes, or for the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any private shareholder or individual, and no substantial part of the activities of which is carrying on propaganda or otherwise attempting to influence legislation; or
(c)
Other lawful expenditures, contributions, and donations to the extent authorized, approved, or ratified by action of the board of directors of the corporation, except as otherwise specifically provided or limited by its articles of incorporation, its bylaws, or resolution duly adopted by its stockholders.
(5)
A state bank organized under the laws of this state, without specific mention in its charter, shall also have the power to act as escrow agent.
(6)
If the name of a state bank organized under the laws of this state contains the word "bank", said bank need not comply with the requirements of part 6 of article
90
of title
7
, C.R.S.
(7)
No state bank shall commit itself, either directly or indirectly, to undertake the responsibility for the tax liability of its shareholders or members.
L. 2003: Entire article added with relocations, p. 1080, § 3, effective July 1; (7) added, p. 1747, § 3, effective July 1.
(1) This section is similar to former § 11-3-101 as it existed prior to 2003.
(2) Subsection (7) was originally numbered as § 11-3-101(6), and the amendments to it in House Bill 03-1106 were harmonized with House Bill 03-1257 and relocated to this section.