NOTE:  This bill has been prepared for the signature of the appropriate legislative
officers and the Governor.  To determine whether the Governor has signed the bill
or taken other action on it, please consult the legislative status sheet, the legislative
      history, or the Session Laws.
      
      
      HOUSE BILL 08-1089
      
      
      BY REPRESENTATIVE(S) Balmer, Benefield, Borodkin, Gagliardi,
      Marostica, McGihon, Carroll M., Ferrandino, Gardner B., Kerr J., Labuda,
      Lundberg, Massey, Summers, and Todd;
      also SENATOR(S) Veiga, Boyd, Harvey, Kester, and Morse.
      
      
      Concerning the authority of a nonprofit corporation to take
           action by votes in writing rather than at a meeting in which
           decision-makers are physically present.
       
      
      Be it enacted by the General Assembly of the State of Colorado:
      
           SECTION 1.  Legislative declaration.  (1)  The general assembly
      hereby finds and declares that:
      
           (a)  Under current law, unless otherwise provided in the bylaws, a
      board of directors of a nonprofit corporation may take action without a
      meeting by less than unanimous written consent if every board member
      either votes in writing for or against the action in question, or in writing
      abstains and waives the right to demand that a meeting be held.  The
      number of affirmative votes must at least equal the number of votes
      required had a meeting taken place at which all directors were present and
      voted.
      
           (b)  Under current law, unless otherwise provided in the bylaws, any
      such written vote may be received by a nonprofit corporation by
      electronically transmitted facsimile or other form of electronic
      communication providing the nonprofit corporation with a complete copy
      of the document, including a copy of the signature on the document.
      
           (c)  Because many nonprofit corporations have board members who
      are not readily available between board meetings, current requirements may
      delay certain board actions when prompt action by the board is required.
      
           (2)  The general assembly, therefore, determines that allowing a
      Colorado nonprofit corporation to provide in its bylaws that any action
      required or permitted under the "Colorado Revised Nonprofit Corporation
      Act" to be taken at a board of directors' meeting may be taken without a
      meeting if certain procedural requirements are complied with.
      
           SECTION 2.  7-128-202 (1), Colorado Revised Statutes, is amended
      to read:
      
           7-128-202.  Action without meeting.  (1)  Unless otherwise
      provided in the bylaws, any action required or permitted by articles 121 to
      137 of this title to be taken at a board of directors' meeting may be taken
      without a meeting if a notice stating the action to be taken and the
      time by which a director must respond is transmitted in writing to
      each member of the board and each and every member of the board, in
      writing either by the time stated in the notice:
      
           (a)  Votes in writing for such action; or
      
           (b) (I)  Votes in writing against such action, or abstains in writing
      from voting, or fails to respond or vote; and
      
           (II)  Waives the right Fails to demand that action not be taken
      without a meeting.
      
           SECTION 3.  Effective date.  This act shall take effect at 12:01
      a.m. on the day following the expiration of the ninety-day period after final
      adjournment of the general assembly that is allowed for submitting a
      referendum petition pursuant to article V, section 1 (3) of the state
      constitution, (August 6, 2008, if adjournment sine die is on May 7, 2008);
      except that, if a referendum petition is filed against this act or an item,
      section, or part of this act within such period, then the act, item, section, or
      part, if approved by the people, shall take effect on the date of the official
      declaration of the vote thereon by proclamation of the governor.
      
      
      
      
      ________________________________________________________
      Andrew Romanoff                        Peter C. Groff
      SPEAKER OF THE HOUSE                     PRESIDENT OF
      OF REPRESENTATIVES                         THE SENATE
      
      
      
      
      
      
      ____________________________  ____________________________
      Marilyn Eddins                          Karen Goldman
      CHIEF CLERK OF THE HOUSE                 SECRETARY OF
      OF REPRESENTATIVES                         THE SENATE
      
      
      
      
                  APPROVED________________________________________
      
      
      
      
      
                                    _________________________________________
                                    Bill Ritter, Jr.
                                    GOVERNOR OF THE STATE OF COLORADO