SENATE BILL 97091
BY SENATORS Linkhart, Alexander, Chlouber, Hopper, and Matsunaka;
also REPRESENTATIVES T. Williams, Kaufman, and
Schauer.
CONCERNING THE "COLORADO REVISED NONPROFIT CORPORATION
ACT".
Be it enacted by the General Assembly of the State
of Colorado:
SECTION 1. Repeal.
Articles 20 through 29 of title 7, Colorado Revised Statutes,
1986 Repl. Vol., as amended, are repealed.
SECTION 2. Article
30 of title 7, Colorado Revised Statutes, 1986 Repl. Vol., as
amended, is amended BY THE ADDITION OF THE FOLLOWING NEW SECTIONS
to read:
730101.1. Suspended, defunct,
and dissolved nonprofit corporations.
ANY NONPROFIT CORPORATION THAT WAS SUSPENDED, DECLARED DEFUNCT,
ADMINISTRATIVELY DISSOLVED, OR DISSOLVED BY OPERATION OF LAW,
AND THE BUSINESS OR AFFAIRS OF WHICH ARE CONTINUED FOR NONPROFIT
PURPOSES, WITH OR WITHOUT KNOWLEDGE OF THE SUSPENSION, DECLARATION,
OR DISSOLUTION, AND THE BUSINESS AND AFFAIRS OF WHICH ARE NOT
WOUND UP, SHALL BE DEEMED AN UNINCORPORATED ORGANIZATION THAT
QUALIFIES AS A NONPROFIT ASSOCIATION FOR PURPOSES OF SECTIONS
730101.2 AND 730106, UNLESS SUCH NONPROFIT
CORPORATION IS ELIGIBLE TO REINSTATE ITSELF, AND DOES REINSTATE
ITSELF, AS A NONPROFIT CORPORATION AS PROVIDED BY LAW.
730101.2. Charitable nonprofit
corporations private foundations. (1) AS
USED IN THIS SECTION, "CHARITABLE PURPOSES" MEANS ONE
OR MORE CHARITABLE PURPOSES ENUMERATED IN SECTION 501(c)(3) OF
THE FEDERAL "INTERNAL REVENUE CODE OF 1986", AS AMENDED,
HEREINAFTER REFERRED TO AS "THE INTERNAL REVENUE CODE"
AND ORGANIZED EXCLUSIVELY FOR ONE OR MORE CHARITABLE PURPOSES.
(2) IN THE CASE OF A DEEMED UNINCORPORATED
ORGANIZATION, ITS ARTICLES OF INCORPORATION SHALL BE PRESUMED
TO BE ITS PRINCIPAL GOVERNING DOCUMENT FOR THE PURPOSES OF THIS
SECTION.
(3) EXCEPT AS OTHERWISE PROVIDED IN ITS
CONSTITUTION, ARTICLES OF ASSOCIATION, OR OTHER PRINCIPAL GOVERNING
DOCUMENT, THE PURPOSES OF A CHARITABLE NONPROFIT ASSOCIATION AND
THE DISPOSITION OF ITS ASSETS UPON LIQUIDATION SHALL BE LIMITED
TO CHARITABLE PURPOSES.
(4) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
IN ITS CONSTITUTION, ARTICLES OF ASSOCIATION, OR A PRINCIPAL GOVERNING
DOCUMENT, OR OTHERWISE DETERMINED BY A COURT OF COMPETENT JURISDICTION,
A CHARITABLE NONPROFIT ASSOCIATION THAT IS ALSO A PRIVATE FOUNDATION
WITHIN THE MEANING OF 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 SELFDEALING
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 TAXABLE EXPENDITURES
AS DEFINED IN 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.
SECTION 3. Title
7, Colorado Revised Statutes, 1986 Repl. Vol., as amended, is
amended BY THE ADDITION OF THE FOLLOWING NEW ARTICLES to read:
ARTICLE 121
General Provisions
PART 1
SHORT TITLE AND RESERVATION OF POWER
7121101. Short title.
ARTICLES 121 TO 137 OF THIS TITLE SHALL BE KNOWN AND MAY BE CITED
AS THE "COLORADO REVISED NONPROFIT CORPORATION ACT".
7121102. Reservation of
power to amend or repeal. THE GENERAL
ASSEMBLY HAS THE POWER TO AMEND OR REPEAL ALL OR PART OF ARTICLES
121 TO 137 OF THIS TITLE AT ANY TIME AND ALL DOMESTIC AND FOREIGN
NONPROFIT CORPORATIONS SUBJECT TO SAID ARTICLES SHALL BE GOVERNED
BY THE AMENDMENT OR REPEAL.
PART 2
FILING DOCUMENTS
7121201. Filing requirements
number of copies signature as affirmation.
(1) A DOCUMENT SHALL SATISFY THE REQUIREMENTS OF THIS
SECTION, AND OF ANY OTHER SECTION THAT ADDS TO OR VARIES THESE
REQUIREMENTS, TO BE ENTITLED TO FILING BY THE SECRETARY OF STATE.
(2) THE DOCUMENT SHALL BE ONE THAT IS
REQUIRED OR PERMITTED BY ARTICLES 121 TO 137 OF THIS TITLE TO
BE FILED IN THE OFFICE OF THE SECRETARY OF STATE.
(3) THE DOCUMENT SHALL CONTAIN ALL INFORMATION
REQUIRED BY ARTICLES 121 TO 137 OF THIS TITLE AND MAY ALSO CONTAIN
OTHER INFORMATION.
(4) THE DOCUMENT SHALL BE TYPEWRITTEN
OR PRINTED.
(5) THE DOCUMENT SHALL BE IN THE ENGLISH
LANGUAGE. A CORPORATE NAME NEED NOT BE IN ENGLISH IF WRITTEN IN
ENGLISH LETTERS OR ARABIC OR ROMAN NUMERALS, AND THE CERTIFICATE
OF EXISTENCE REQUIRED OF FOREIGN NONPROFIT CORPORATIONS NEED NOT
BE IN ENGLISH IF ACCOMPANIED BY A REASONABLY AUTHENTICATED ENGLISH
TRANSLATION.
(6) THE DOCUMENT SHALL BE EXECUTED, OR
SHALL BE A TRUE COPY MADE BY PHOTOGRAPHIC, XEROGRAPHIC, OR OTHER
PROCESS PROVIDING SIMILAR COPY ACCURACY OF A DOCUMENT THAT HAS
BEEN EXECUTED, AS FOLLOWS:
(a) BY THE CHAIRPERSON OF THE BOARD OF
DIRECTORS OF A DOMESTIC OR FOREIGN NONPROFIT CORPORATION, BY ALL
OF ITS DIRECTORS, BY ONE OF ITS OFFICERS, OR BY ANY OTHER PERSON
AUTHORIZED TO EXECUTE THE DOCUMENT;
(b) IF DIRECTORS HAVE NOT BEEN NAMED OR
THE NONPROFIT CORPORATION HAS NOT BEEN FORMED, BY AN INCORPORATOR;
(c) IF THE DOMESTIC OR FOREIGN NONPROFIT
CORPORATION IS IN THE HANDS OF A RECEIVER, TRUSTEE, OR OTHER COURTAPPOINTED
FIDUCIARY, BY THAT FIDUCIARY; OR
(d) IF THE DOCUMENT IS THAT OF A REGISTERED
AGENT, BY THE REGISTERED AGENT, IF THE PERSON IS AN INDIVIDUAL,
OR BY A PERSON AUTHORIZED BY THE REGISTERED AGENT TO EXECUTE THE
DOCUMENT, IF THE REGISTERED AGENT IS AN ENTITY.
(7) THE PERSON EXECUTING THE DOCUMENT
SHALL STATE BENEATH OR OPPOSITE SUCH PERSON'S SIGNATURE HIS OR
HER NAME AND THE CAPACITY IN WHICH THE PERSON SIGNS.
(8) THE DOCUMENT MAY BUT NEED NOT CONTAIN:
(a) THE CORPORATE SEAL;
(b) AN ATTESTATION BY THE SECRETARY OR
AN ASSISTANT SECRETARY;
(c) AN ACKNOWLEDGMENT, VERIFICATION, OR
PROOF.
(9) WHETHER OR NOT THE DOCUMENT CONTAINS
AN ACKNOWLEDGMENT, VERIFICATION, OR PROOF PERMITTED BY SUBSECTION
(8) OF THIS SECTION, THE SIGNATURE OF EACH PERSON SIGNING THE
DOCUMENT SHALL CONSTITUTE THE AFFIRMATION OR ACKNOWLEDGMENT OF
SUCH PERSON, UNDER PENALTIES OF PERJURY, THAT THE DOCUMENT IS
THE PERSON'S ACT AND DEED OR THE ACT AND DEED OF THE DOMESTIC
OR FOREIGN NONPROFIT CORPORATION AND THAT THE FACTS STATED IN
THE DOCUMENT ARE TRUE.
(10) IF THE SECRETARY OF STATE REQUIRES
THE USE OF A FORM OR COVER SHEET FOR A DOCUMENT UNDER SECTION
7121202, THE DOCUMENT SHALL BE IN OR ON THE REQUIRED
FORM OR SHALL HAVE THE REQUIRED COVER SHEET.
(11) THE DOCUMENT SHALL BE DELIVERED TO
THE SECRETARY OF STATE FOR FILING AND SHALL BE ACCOMPANIED BY
ONE EXACT OR CONFORMED COPY THEREOF, OR TWO EXACT OR CONFORMED
COPIES IF THE DOCUMENT IS DELIVERED PURSUANT TO SECTION 7125103
OR 7135110, THE CORRECT FILING FEE, AND ANY PENALTY
REQUIRED BY ARTICLES 121 TO 137 OF THIS TITLE OR OTHER LAW. EXCEPT
WITH RESPECT TO FILINGS PURSUANT TO SECTION 7125103,
7135110 OR 7136108, THE DOCUMENT SHALL
STATE, OR BE ACCOMPANIED BY A WRITING STATING, THE ADDRESS TO
WHICH THE SECRETARY OF STATE MAY SEND A COPY UPON COMPLETION OF
THE FILING.
7121202. Forms secretary
of state to furnish upon request. THE
SECRETARY OF STATE MAY PREPARE AND FURNISH FORMS AND COVER SHEETS
FOR ANY DOCUMENT REQUIRED OR PERMITTED BY ARTICLES 121 TO 137
OF THIS TITLE AND MAY REQUIRE THE USE OF ANY SUCH FORM OR COVER
SHEET; HOWEVER, NO REQUIREMENT THAT A FORM OR COVER SHEET BE USED
SHALL PRECLUDE THE INCLUSION IN ANY DOCUMENT OF ANY ITEM THE INCLUSION
OF WHICH IS NOT PROHIBITED BY SAID ARTICLES OR REQUIRE THE INCLUSION
THEREIN OF ANY ITEM THE INCLUSION OF WHICH IS NOT REQUIRED BY
SAID ARTICLES. THE SECRETARY OF STATE SHALL FURNISH, ON REQUEST,
ANY FORM OR COVER SHEET THAT THE SECRETARY OF STATE REQUIRES TO
BE USED PURSUANT TO THIS SECTION.
7121203. Filing, service,
and copying fees subpoenas. (1) THE
SECRETARY OF STATE SHALL CHARGE AND COLLECT FEES AND OTHER CHARGES,
WHICH SHALL BE DETERMINED AND COLLECTED PURSUANT TO SECTION 2421104
(3), C.R.S., FOR:
(a) ISSUING ANY CERTIFICATE;
(b) FURNISHING WRITTEN INFORMATION CONCERNING
ANY DOMESTIC OR FOREIGN NONPROFIT CORPORATION;
(c) FURNISHING A COPY OF ANY DOCUMENT
OR INSTRUMENT;
(d) CERTIFYING A COPY OF ANY DOCUMENT
OR INSTRUMENT THAT IS ON FILE WITH THE SECRETARY OF STATE;
(e) SERVICE OF ANY NOTICE, DEMAND, OR
PROCESS UPON THE SECRETARY OF STATE AS THE REGISTERED AGENT OF
A DOMESTIC OR FOREIGN NONPROFIT CORPORATION, WHICH AMOUNT MAY
BE RECOVERED AS COSTS BY THE PARTY TO THE SUIT, ACTION, OR PROCEEDING
CAUSING SUCH SERVICE TO BE MADE IF SUCH PARTY PREVAILS THEREIN;
AND
(f) FILING ANY DOCUMENT REQUIRED OR PERMITTED
TO BE FILED UNDER ARTICLES 121 TO 137 OF THIS TITLE.
(2) THE SECRETARY OF STATE SHALL CHARGE
AND COLLECT, AT THE TIME OF SERVICE OF ANY SUBPOENA UPON THE SECRETARY
OF STATE OR ANY DEPUTY OR EMPLOYEE OF THE SECRETARY OF STATE'S
OFFICE, A FEE AND AN ALLOWANCE FOR MEALS AS PROVIDED UNDER SECTION
7101203 AND A CHARGE FOR MILEAGE AS PROVIDED UNDER
SECTION 249104, C.R.S., FOR EACH MILE FROM THE STATE
CAPITOL BUILDING TO THE PLACE NAMED IN THE SUBPOENA. THE FEE SHALL
BE PAID TO THE SECRETARY OF STATE; THE MEAL ALLOWANCE AND MILEAGE
CHARGE SHALL BE PAID TO THE PERSON NAMED IN THE SUBPOENA. IF THE
PERSON NAMED IN THE SUBPOENA IS REQUIRED TO APPEAR AT THE PLACE
NAMED IN THE SUBPOENA FOR MORE THAN ONE DAY, SUCH PERSON SHALL
BE PAID IN ADVANCE A PER DIEM ALLOWANCE FOR EACH DAY OF ATTENDANCE
AS PROVIDED UNDER SECTION 7101203 IN ADDITION TO ANY
OTHER FEES, ALLOWANCES, AND CHARGES.
(3) THE SECRETARY OF STATE SHALL CHARGE
AND COLLECT ALL OTHER FEES AND PENALTIES IMPOSED BY OR ASSESSED
IN ACCORDANCE WITH ARTICLES 121 TO 137 OF THIS TITLE.
(4) IN ALL CASES WHERE FEES OR CHARGES
ARE IMPOSED UNDER ARTICLES 121 TO 137 OF THIS TITLE, THE FEE SHALL
INCLUDE INDEXING AND FILING OF THE DOCUMENT AND SHALL INCLUDE
AFFIXING THE SEAL OF THE SECRETARY OF STATE UPON ANY CERTIFIED
COPY.
7121204. Effective time
and date of document. (1) EXCEPT
AS PROVIDED IN SUBSECTION (2) OF THIS SECTION AND IN SECTION 7121205
(4), A DOCUMENT THAT IS FILED BY THE SECRETARY OF STATE IS EFFECTIVE:
(a) AT THE TIME OF FILING ON THE DATE
IT IS FILED, AS EVIDENCED BY THE SECRETARY OF STATE'S TIME AND
DATE ENDORSEMENT ON THE DOCUMENT; OR
(b) AT THE LATER OF THE TIME SPECIFIED
IN THE DOCUMENT AS ITS EFFECTIVE TIME ON THE DATE IT IS FILED,
AS SUCH DATE IS SPECIFIED IN THE SECRETARY OF STATE'S TIME AND
DATE ENDORSEMENT ON THE DOCUMENT, OR THE TIME SPECIFIED IN SUCH
TIME AND DATE ENDORSEMENT OF THE SECRETARY OF STATE.
(2) IF A DOCUMENT SPECIFIES A DELAYED
EFFECTIVE TIME AND DATE, THE DOCUMENT BECOMES EFFECTIVE AT THE
TIME AND DATE SPECIFIED. IF A DOCUMENT SPECIFIES A DELAYED EFFECTIVE
DATE, BUT NOT A TIME, THE DOCUMENT IS EFFECTIVE AT THE CLOSE OF
BUSINESS ON THAT DATE. IF A DOCUMENT SPECIFIES A DELAYED EFFECTIVE
DATE THAT IS LATER THAN THE NINETIETH DAY AFTER THE DATE THE DOCUMENT
IS FILED, THE DOCUMENT IS EFFECTIVE ON THE NINETIETH DAY AFTER
IT IS FILED.
(3) IF A DOCUMENT SPECIFIES A DELAYED
EFFECTIVE DATE PURSUANT TO SUBSECTION (2) OF THIS SECTION, THE
DOCUMENT MAY BE PREVENTED FROM BECOMING EFFECTIVE BY DELIVERING
TO THE SECRETARY OF STATE FOR FILING, ON OR BEFORE THE EARLIER
OF THE SPECIFIED EFFECTIVE DATE OF THE DOCUMENT OR THE NINETIETH
DAY AFTER THE DOCUMENT IS FILED, A CERTIFICATE OF WITHDRAWAL,
EXECUTED IN THE SAME MANNER AS THE DOCUMENT BEING WITHDRAWN, STATING:
(a) THAT THE DOCUMENT HAS BEEN REVOKED
BY APPROPRIATE CORPORATE ACTION OR BY COURT ORDER OR DECREE PURSUANT
TO SECTION 7130107 AND IS VOID; AND
(b) IN THE CASE OF A COURT ORDER OR DECREE
PURSUANT TO SECTION 7130107, THAT SUCH COURT ORDER
OR DECREE WAS ENTERED BY A COURT HAVING JURISDICTION OF THE PROCEEDING
FOR THE REORGANIZATION OF THE NONPROFIT CORPORATION UNDER A SPECIFIED
STATUTE OF THIS STATE OR OF THE UNITED STATES.
7121205. Correcting filed
document. (1) A DOMESTIC OR
FOREIGN NONPROFIT CORPORATION MAY CORRECT A DOCUMENT FILED BY
THE SECRETARY OF STATE IF THE DOCUMENT CONTAINS AN INCORRECT STATEMENT
OR WAS DEFECTIVELY EXECUTED, ATTESTED, SEALED, VERIFIED, OR ACKNOWLEDGED.
(2) A DOCUMENT IS CORRECTED BY DELIVERING
TO THE SECRETARY OF STATE FOR FILING ARTICLES OF CORRECTION THAT:
(a) DESCRIBE THE DOCUMENT, INCLUDING ITS
FILING DATE, OR HAVE A COPY OF IT ATTACHED TO THE ARTICLES OF
CORRECTION;
(b) SPECIFY THE INCORRECT STATEMENT AND
THE REASON IT IS INCORRECT OR THE MANNER IN WHICH THE EXECUTION,
ATTESTATION, SEALING, VERIFICATION, OR ACKNOWLEDGMENT WAS DEFECTIVE;
AND
(c) CORRECT THE INCORRECT STATEMENT OR
THE DEFECTIVE EXECUTION, ATTESTATION, SEALING, VERIFICATION, OR
ACKNOWLEDGMENT.
(3) ARTICLES OF CORRECTION MAY BE EXECUTED
BY ANY PERSON DESIGNATED IN SECTION 7121201 (6) OR
BY THE PERSON OR PERSONS WHO EXECUTED THE DOCUMENT THAT IS CORRECTED.
(4) ARTICLES OF CORRECTION ARE EFFECTIVE
ON THE EFFECTIVE DATE OF THE DOCUMENT THEY CORRECT EXCEPT AS TO
PERSONS RELYING ON THE UNCORRECTED DOCUMENT AND ADVERSELY AFFECTED
BY THE CORRECTION. AS TO THOSE PERSONS, ARTICLES OF CORRECTION
ARE EFFECTIVE WHEN FILED.
7121206. Filing duty of
secretary of state manner of filing.
(1) IF A DOCUMENT DELIVERED TO THE SECRETARY OF STATE
FOR FILING SATISFIES THE REQUIREMENTS OF SECTION 7121201,
THE SECRETARY OF STATE SHALL FILE IT.
(2) THE SECRETARY OF STATE FILES A DOCUMENT BY LEGIBLY STAMPING OR OTHERWISE ENDORSING THE WORD "FILED", TOGETHER WITH THE NAME AND OFFICIAL TITLE OF THE SECRETARY OF STATE AND THE TIME AND DATE OF RECEIPT, ON BOTH THE DOCUMENT AND THE ACCOMPANYING COPY OR COPIES. AFTER FILING A DOCUMENT, EXCEPT AS PROVIDED IN SECTIONS 7125103, 7135110, AND 7136108, THE SECRETARY OF STATE SHALL DELIVER THE ACCOMPANYING COPY, WITH THE RECEIPT FOR FILING FEES, IF ANY, TO THE DOMESTIC OR FOREIGN NONPROFIT CORPORATION OR AT THE ADDRESS STATED PURSUANT TO SECTION 7121201 (11).
(3) IF THE SECRETARY OF STATE REFUSES
TO FILE A DOCUMENT, THE SECRETARY OF STATE SHALL RETURN IT TO
THE PERSON DELIVERING THE DOCUMENT, TOGETHER WITH A WRITTEN NOTICE
PROVIDING A BRIEF EXPLANATION OF THE REASON FOR THE REFUSAL, WITHIN
TEN DAYS AFTER THE DOCUMENT WAS DELIVERED TO THE SECRETARY OF
STATE.
(4) THE SECRETARY OF STATE'S DUTY TO FILE
DOCUMENTS UNDER THIS SECTION IS MINISTERIAL. THE FILING OF OR
REFUSAL TO FILE A DOCUMENT DOES NOT:
(a) AFFECT THE VALIDITY OR INVALIDITY
OF THE DOCUMENT IN WHOLE OR IN PART;
(b) RELATE TO THE CORRECTNESS OR INCORRECTNESS
OF INFORMATION CONTAINED IN THE DOCUMENT; OR
(c) CREATE A PRESUMPTION THAT THE DOCUMENT
IS VALID OR INVALID OR THAT INFORMATION CONTAINED IN THE DOCUMENT
IS CORRECT OR INCORRECT.
7121207. Appeal from secretary
of state's refusal to file document. (1) IF
THE SECRETARY OF STATE REFUSES TO FILE A DOCUMENT DELIVERED TO
THE SECRETARY OF STATE FOR FILING, THE PERSON DELIVERING THE DOCUMENT
FOR FILING MAY, WITHIN FORTYFIVE DAYS AFTER THE EFFECTIVE
DATE OF THE NOTICE OF THE REFUSAL GIVEN BY THE SECRETARY OF STATE
PURSUANT TO SECTION 7121206 (3), APPEAL TO THE DISTRICT
COURT OF THE COUNTY IN THIS STATE WHERE THE NONPROFIT CORPORATION'S
PRINCIPAL OFFICE IS LOCATED, OR, IF THE NONPROFIT CORPORATION
HAS NO PRINCIPAL OFFICE IN THIS STATE, TO THE DISTRICT COURT OF
THE COUNTY IN WHICH THE NONPROFIT CORPORATION'S REGISTERED OFFICE
IS LOCATED, OR, IF THE NONPROFIT CORPORATION HAS NO REGISTERED
OFFICE IN THIS STATE, TO THE DISTRICT COURT OF THE CITY AND COUNTY
OF DENVER. THE APPEAL IS COMMENCED BY PETITIONING THE COURT TO
COMPEL THE FILING OF THE DOCUMENT BY THE SECRETARY OF STATE AND
BY ATTACHING TO THE PETITION A COPY OF THE DOCUMENT AND A COPY
OF THE SECRETARY OF STATE'S NOTICE OF REFUSAL.
(2) THE COURT MAY ORDER THE SECRETARY
OF STATE TO FILE THE DOCUMENT OR TO TAKE SUCH OTHER ACTION AS
THE COURT CONSIDERS APPROPRIATE.
(3) THE COURT'S ORDER OR DECISION MAY
BE APPEALED AS IN OTHER CIVIL PROCEEDINGS.
7121208. Evidentiary effect
of copy of filed document. A CERTIFICATE
ATTACHED TO A COPY OF A DOCUMENT FILED BY THE SECRETARY OF STATE
BEARING THE SECRETARY OF STATE'S SIGNATURE, EITHER MANUAL OR FACSIMILE,
AND THE SEAL OF THIS STATE IS PRIMA FACIE EVIDENCE THAT THE DOCUMENT
IS ON FILE WITH THE SECRETARY OF STATE.
7121209. Certificates issued
by secretary of state. (1) THE
SECRETARY OF STATE SHALL ISSUE TO ANY PERSON, UPON REQUEST, A
CERTIFICATE THAT SETS FORTH ANY FACTS OF RECORD IN THE OFFICE
OF THE SECRETARY OF STATE, INCLUDING, IF APPROPRIATE, A CERTIFICATE
OF GOOD STANDING CONCERNING ANY DOMESTIC OR FOREIGN NONPROFIT
CORPORATION.
(2) A CERTIFICATE ISSUED BY THE SECRETARY
OF STATE MAY BE RELIED UPON, SUBJECT TO ANY QUALIFICATION STATED
IN THE CERTIFICATE, AS PRIMA FACIE EVIDENCE OF THE FACTS SET FORTH
THEREIN.
7121210. Proof of delivery
for filing. (1) THE SECRETARY
OF STATE MAY CONSIDER A DOCUMENT TO HAVE BEEN RECEIVED FOR FILING
UPON PROOF OF RECEIPT WITH A SIGNED RETURN RECEIPT, AN ENTRY OF
A LOG MAINTAINED BY THE SECRETARY OF STATE OF FACSIMILE TRANSMISSIONS
RECEIVED, OR SUCH OTHER AND ADDITIONAL PROOF OF RECEIPT OF THE
DOCUMENTS RECEIVED AS THE SECRETARY OF STATE MAY REQUIRE. SUCH
PROOF MUST BE SATISFACTORY TO THE SECRETARY OF STATE BEFORE THE
DOCUMENT WILL BE CONSIDERED RECEIVED.
(2) THE SECRETARY OF STATE MAY REQUIRE
THAT THE RECEIPT OF A DOCUMENT BY FACSIMILE TRANSMISSION BE SHOWN
IN THE LOG OF FACSIMILE TRANSMISSIONS RECEIVED BY THE SECRETARY
OF STATE. THE SECRETARY OF STATE MAY CONDITION RELIEF UNDER THIS
SECTION UPON FULFILLMENT OF SUCH OTHER REQUIREMENTS OR CONDITIONS
THAT THE SECRETARY OF STATE FINDS APPROPRIATE, INCLUDING, WITHOUT
LIMITATION, THE MAKING OF A CHANGE OF NAME OF THE ENTITY INVOLVED
AND PAYMENT OF FEES FOR THE FILING.
(3) APPLICATION FOR RELIEF UNDER THIS
SECTION SHALL BE DELIVERED TO THE SECRETARY OF STATE WITHIN SIXTY
DAYS OF THE RECEIPT OF SUCH DOCUMENT BY THE SECRETARY OF STATE.
THE APPLICATION SHALL CONTAIN SUFFICIENT INFORMATION FOR THE SECRETARY
OF STATE TO IDENTIFY THE TRANSACTION.
PART 3
SECRETARY OF STATE
7121301. Powers.
THE SECRETARY OF STATE HAS ALL POWERS REASONABLY NECESSARY TO
PERFORM THE DUTIES REQUIRED OF THE OFFICE BY ARTICLES 121 TO 137
OF THIS TITLE.
PART 4
DEFINITIONS
7121401. General definitions.
AS USED IN ARTICLES 121 TO 137 OF THIS TITLE, UNLESS THE CONTEXT
OTHERWISE REQUIRES:
(1) "ADDRESS" MEANS ANY LOCATION
WHERE MAIL CAN BE DELIVERED BY THE UNITED STATES POSTAL SERVICE.
"ADDRESS" INCLUDES POST OFFICE BOX NUMBERS, RURAL FREE
DELIVERY ROUTE NUMBERS, AND STREET NAMES AND NUMBERS.
(2) "ARTICLES OF INCORPORATION"
INCLUDES AMENDED ARTICLES OF INCORPORATION, RESTATED ARTICLES
OF INCORPORATION, ARTICLES OF MERGER, AND OTHER INSTRUMENTS, HOWEVER
DESIGNATED, ON FILE WITH THE SECRETARY OF STATE THAT HAVE THE
EFFECT OF AMENDING OR SUPPLEMENTING IN SOME RESPECT THE ORIGINAL
OR AMENDED ARTICLES OF INCORPORATION, AND SHALL ALSO INCLUDE:
(a) FOR A CORPORATION CREATED BY SPECIAL
ACT OF THE GENERAL ASSEMBLY OR PURSUANT TO GENERAL LAW, WHICH
CORPORATION HAS ELECTED TO ACCEPT THE PROVISIONS OF ARTICLES 121
TO 137 OF THIS TITLE, THE SPECIAL CHARTER AND ANY AMENDMENTS THERETO
MADE BY SPECIAL ACT OF THE GENERAL ASSEMBLY OR PURSUANT TO GENERAL
LAW PRIOR TO THE CORPORATION'S ELECTION TO ACCEPT THE PROVISIONS
OF SAID ARTICLES;
(b) FOR A CORPORATION ORGANIZED UNDER
ARTICLE 40, 50, OR 51 OF THIS TITLE, WHICH CORPORATION HAS ELECTED
TO ACCEPT THE PROVISIONS OF ARTICLES 121 TO 137 OF THIS TITLE,
THE CERTIFICATE OF INCORPORATION OR AFFIDAVIT AND ANY AMENDMENTS
THERETO MADE PRIOR TO THE CORPORATION'S ELECTION TO ACCEPT THE
PROVISIONS OF SAID ARTICLES.
(3) "ASSUMED CORPORATE NAME"
MEANS THE NAME ASSUMED FOR USE IN THIS STATE BY A FOREIGN CORPORATION
PURSUANT TO SECTION 7115106 OR BY A FOREIGN NONPROFIT
CORPORATION PURSUANT TO SECTION 7135106 BECAUSE ITS
CORPORATE NAME IS NOT AVAILABLE FOR USE IN THIS STATE.
(4) "BOARD OF DIRECTORS" MEANS
THE BODY AUTHORIZED TO MANAGE THE AFFAIRS OF THE DOMESTIC OR FOREIGN
NONPROFIT CORPORATION; EXCEPT THAT NO PERSON OR GROUP OF PERSONS
ARE THE BOARD OF DIRECTORS BECAUSE OF POWERS DELEGATED TO THAT
PERSON OR GROUP OF PERSONS PURSUANT TO SECTION 7128101
(2).
(5) "BYLAWS" MEANS THE CODE
OR CODES OF RULES, OTHER THAN THE ARTICLES OF INCORPORATION, ADOPTED
PURSUANT TO ARTICLES 121 TO 137 OF THIS TITLE FOR THE REGULATION
OR MANAGEMENT OF THE AFFAIRS OF THE DOMESTIC OR FOREIGN NONPROFIT
CORPORATION IRRESPECTIVE OF THE NAME OR NAMES BY WHICH SUCH RULES
ARE DESIGNATED, AND INCLUDES AMENDED BYLAWS AND RESTATED BYLAWS.
(6) "CASH" AND "MONEY"
ARE USED INTERCHANGEABLY IN ARTICLES 121 TO 137 OF THIS TITLE.
EACH OF THESE TERMS INCLUDES:
(a) LEGAL TENDER;
(b) NEGOTIABLE INSTRUMENTS READILY CONVERTIBLE
INTO LEGAL TENDER; AND
(c) OTHER CASH EQUIVALENTS READILY CONVERTIBLE
INTO LEGAL TENDER.
(7) "CLASS" REFERS TO A GROUP
OF MEMBERSHIPS THAT HAVE THE SAME RIGHTS WITH RESPECT TO VOTING,
DISSOLUTION, REDEMPTION, AND TRANSFER. FOR THE PURPOSE OF THIS
SECTION, RIGHTS SHALL BE CONSIDERED THE SAME IF THEY ARE DETERMINED
BY A FORMULA APPLIED UNIFORMLY TO A GROUP OF MEMBERSHIPS.
(8) "CORPORATE NAME" MEANS:
(a) THE NAME OF A DOMESTIC CORPORATION
OR A DOMESTIC NONPROFIT CORPORATION AS STATED IN ITS ARTICLES
OF INCORPORATION; OR
(b) THE NAME OF A FOREIGN CORPORATION
OR A FOREIGN NONPROFIT CORPORATION AS STATED IN ITS ARTICLES OF
INCORPORATION OR DOCUMENT OF SIMILAR IMPORT.
(9) "CORPORATION" OR "DOMESTIC
CORPORATION" MEANS A CORPORATION FOR PROFIT, WHICH IS NOT
A FOREIGN CORPORATION, INCORPORATED UNDER OR SUBJECT TO THE PROVISIONS
OF ARTICLES 101 TO 117 OF THIS TITLE.
(10) "DELEGATE" MEANS ANY PERSON
ELECTED OR APPOINTED TO VOTE IN A REPRESENTATIVE ASSEMBLY FOR
THE ELECTION OF A DIRECTOR OR DIRECTORS OR ON OTHER MATTERS.
(11) "DELIVER" INCLUDES MAIL;
EXCEPT THAT DELIVERY TO THE SECRETARY OF STATE MEANS ACTUAL RECEIPT
BY THE SECRETARY OF STATE.
(12) "DIRECTOR" MEANS A MEMBER
OF THE BOARD OF DIRECTORS.
(13) "DISTRIBUTION" MEANS THE
PAYMENT OF A DIVIDEND OR ANY PART OF THE INCOME OR PROFIT OF A
CORPORATION TO ITS MEMBERS, DIRECTORS, OR OFFICERS.
(14) "EFFECTIVE DATE", WHEN
REFERRING TO A DOCUMENT FILED BY THE SECRETARY OF STATE, MEANS
THE TIME AND DATE DETERMINED IN ACCORDANCE WITH SECTION 7121204.
(15) "EFFECTIVE DATE OF NOTICE"
HAS THE MEANING SET FORTH IN SECTION 7121402.
(16) "EMPLOYEE" INCLUDES AN
OFFICER BUT NOT A DIRECTOR; EXCEPT THAT A DIRECTOR MAY ACCEPT
DUTIES THAT MAKE SAID DIRECTOR ALSO AN EMPLOYEE.
(17) "ENTITY" INCLUDES A DOMESTIC
OR FOREIGN CORPORATION, A DOMESTIC OR FOREIGN NONPROFIT CORPORATION,
A PROFIT OR NONPROFIT UNINCORPORATED ASSOCIATION, A BUSINESS TRUST,
AN ESTATE, A PARTNERSHIP, A LIMITED LIABILITY COMPANY, A TRUST,
TWO OR MORE PERSONS HAVING A JOINT OR COMMON ECONOMIC INTEREST,
A STATE, THE UNITED STATES, OR A FOREIGN GOVERNMENT.
(18) "FOREIGN CORPORATION" MEANS
A CORPORATION FOR PROFIT INCORPORATED UNDER A LAW OTHER THAN THE
LAWS OF THIS STATE.
(19) "FOREIGN NONPROFIT CORPORATION"
MEANS AN ENTITY INCORPORATED UNDER A LAW OTHER THAN THE LAWS OF
THIS STATE THAT WOULD BE A NONPROFIT CORPORATION IF FORMED UNDER
THE LAWS OF THIS STATE.
(20) "INCLUDES" WHEN USED IN
REFERENCE TO ANY DEFINITION OR LIST INDICATES THAT THE DEFINITION
OR LIST IS PARTIAL AND NOT EXCLUSIVE.
(21) "INTERNAL REVENUE CODE"
MEANS THE FEDERAL "INTERNAL REVENUE CODE OF 1986", AS
AMENDED FROM TIME TO TIME, OR TO CORRESPONDING PROVISIONS OF SUBSEQUENT
INTERNAL REVENUE LAWS OF THE UNITED STATES OF AMERICA.
(22) "MAIL" MEANS DEPOSIT IN
THE UNITED STATES MAIL, PROPERLY ADDRESSED, POSTAGE PREPAID.
(23) "MEANS" DENOTES AN EXHAUSTIVE
DEFINITION OR LIST.
(24) "MEMBER" MEANS ANY PERSON
OR PERSONS IDENTIFIED AS SUCH IN THE ARTICLES OF INCORPORATION
OR BYLAWS. THE TERM "MEMBER" INCLUDES "VOTING MEMBER".
(25) "MEMBERSHIP" REFERS TO
THE RIGHTS AND OBLIGATIONS OF A MEMBER OR MEMBERS.
(26) "NONPROFIT CORPORATION"
OR "DOMESTIC NONPROFIT CORPORATION" MEANS AN ENTITY,
WHICH IS NOT A FOREIGN NONPROFIT CORPORATION, INCORPORATED UNDER
OR SUBJECT TO THE PROVISIONS OF ARTICLES 121 TO 137 OF THIS TITLE.
(27) "PERSON" MEANS AN INDIVIDUAL
OR AN ENTITY.
(28) "PRINCIPAL OFFICE" MEANS
THE OFFICE, IN OR OUT OF THIS STATE, DESIGNATED BY A DOMESTIC
OR FOREIGN NONPROFIT CORPORATION AS ITS PRINCIPAL OFFICE IN ITS
MOST RECENT DOCUMENT ON FILE WITH THE SECRETARY OF STATE PROVIDING
SUCH INFORMATION, INCLUDING ANY NOTICE OF CHANGE OF PRINCIPAL
OFFICE ON FILE WITH THE SECRETARY OF STATE.
(29) "PROCEEDING" INCLUDES A
CIVIL SUIT, ARBITRATION, OR MEDIATION AND A CRIMINAL, ADMINISTRATIVE,
OR INVESTIGATORY ACTION.
(30) "RECEIVE", WHEN USED IN
REFERENCE TO RECEIPT OF A WRITING OR OTHER DOCUMENT BY A DOMESTIC
OR FOREIGN NONPROFIT CORPORATION, MEANS THAT THE WRITING OR OTHER
DOCUMENT IS ACTUALLY RECEIVED:
(a) BY THE DOMESTIC OR FOREIGN NONPROFIT
CORPORATION AT ITS REGISTERED OFFICE OR AT ITS PRINCIPAL OFFICE;
(b) BY THE SECRETARY OF THE DOMESTIC OR
FOREIGN NONPROFIT CORPORATION, WHEREVER THE SECRETARY IS FOUND;
OR
(c) BY ANY OTHER PERSON AUTHORIZED BY
THE BYLAWS OR THE BOARD OF DIRECTORS TO RECEIVE SUCH WRITINGS,
WHEREVER SUCH PERSON IS FOUND.
(31) "RECORD DATE" MEANS THE
DATE, ESTABLISHED UNDER ARTICLE 127 OF THIS TITLE, ON WHICH A
NONPROFIT CORPORATION DETERMINES THE IDENTITY OF ITS MEMBERS.
THE DETERMINATION SHALL BE MADE AS OF THE CLOSE OF BUSINESS ON
THE RECORD DATE UNLESS ANOTHER TIME FOR DOING SO IS SPECIFIED
WHEN THE RECORD DATE IS FIXED.
(32) "REGISTERED AGENT" MEANS
THE REGISTERED AGENT OF A DOMESTIC NONPROFIT CORPORATION REQUIRED
TO BE MAINTAINED PURSUANT TO SECTION 7125101 (1) (b)
OR THE REGISTERED AGENT OF A FOREIGN NONPROFIT CORPORATION REQUIRED
TO BE MAINTAINED PURSUANT TO SECTION 7135108 (1) (b),
AS THE CASE MAY BE.
(33) "REGISTERED OFFICE" MEANS
THE REGISTERED OFFICE OF A DOMESTIC NONPROFIT CORPORATION REQUIRED
TO BE MAINTAINED PURSUANT TO SECTION 7125101 (1) (a)
OR THE REGISTERED OFFICE OF A FOREIGN NONPROFIT CORPORATION REQUIRED
TO BE MAINTAINED PURSUANT TO SECTION 7135108 (1) (a),
AS THE CASE MAY BE.
(34) "SECRETARY" MEANS THE CORPORATE
OFFICER TO WHOM THE BYLAWS OR THE BOARD OF DIRECTORS HAS DELEGATED
RESPONSIBILITY UNDER SECTION 7128301 (3) FOR THE PREPARATION
AND MAINTENANCE OF MINUTES OF THE MEETINGS OF THE BOARD OF DIRECTORS
AND OF THE SHAREHOLDERS AND OF THE OTHER RECORDS AND INFORMATION
REQUIRED TO BE KEPT BY THE NONPROFIT CORPORATION UNDER SECTION
7136101 AND FOR AUTHENTICATING RECORDS OF THE NONPROFIT
CORPORATION.
(35) "STATE", WHEN REFERRING
TO A PART OF THE UNITED STATES, INCLUDES:
(a) A STATE, A COMMONWEALTH, AND THE DISTRICT
OF COLUMBIA, TOGETHER WITH ALL AGENCIES AND GOVERNMENTAL AND POLITICAL
SUBDIVISIONS THEREOF; AND
(b) ANY TERRITORY OR INSULAR POSSESSION
OF THE UNITED STATES, TOGETHER WITH ALL AGENCIES AND GOVERNMENTAL
AND POLITICAL SUBDIVISIONS THEREOF.
(36) "STREET ADDRESS" MEANS
STREET NAME AND NUMBER, CITY OR TOWN, AND UNITED STATES POST OFFICE
ZIP CODE DESIGNATION. IF, BY REASON OF RURAL LOCATION OR OTHERWISE,
A STREET NAME, NUMBER, TOWN, OR CITY DOES NOT EXIST, ANOTHER APPROPRIATE
DESCRIPTION FIXING AS NEARLY AS POSSIBLE THE ACTUAL PHYSICAL LOCATION
MAY BE SUBSTITUTED, BUT IN ALL SUCH CASES THE RURAL FREE DELIVERY
ROUTE, THE COUNTY, AND THE UNITED STATES POST OFFICE ZIP CODE
DESIGNATION SHALL BE INCLUDED.
(37) "UNITED STATES" INCLUDES
ANY DISTRICT, AUTHORITY, OFFICE, BUREAU, COMMISSION, DEPARTMENT,
AND ANY OTHER AGENCY OF THE UNITED STATES OF AMERICA.
(38) "VOTE" INCLUDES AUTHORIZATION
BY WRITTEN BALLOT AND WRITTEN CONSENT.
(39) "VOTING GROUP" MEANS ALL THE MEMBERS OF ONE OR MORE CLASSES OF MEMBERS OR DIRECTORS THAT, UNDER ARTICLES 121 TO 137 OF THIS TITLE OR THE ARTICLES OF INCORPORATION OR BYLAWS, ARE ENTITLED TO VOTE AND BE COUNTED TOGETHER COLLECTIVELY ON A MATTER. ALL MEMBERS OR DIRECTORS ENTITLED BY ARTICLES 121 TO 137 OF THIS TITLE OR THE ARTICLES OF INCORPORATION OR BYLAWS TO VOTE GENERALLY ON THE MATTER ARE FOR THAT PURPOSE A SINGLE VOTING GROUP.
(40) "VOTING MEMBER" MEANS ANY
PERSON OR PERSONS WHO ON MORE THAN ONE OCCASION, PURSUANT TO A
PROVISION OF A NONPROFIT CORPORATION=S
ARTICLES OF INCORPORATION OR BYLAWS, HAVE THE RIGHT TO VOTE FOR
THE ELECTION OF A DIRECTOR OR DIRECTORS. A PERSON IS NOT A VOTING
MEMBER SOLELY BY VIRTUE OF ANY OF THE FOLLOWING:
(a) ANY RIGHTS SUCH PERSON HAS AS A DELEGATE;
(b) ANY RIGHTS SUCH PERSON HAS TO DESIGNATE
A DIRECTOR OR DIRECTORS; OR
(c) ANY RIGHTS SUCH PERSON HAS AS A DIRECTOR.
7121402. Notice.
(1) NOTICE GIVEN PURSUANT TO ARTICLES 121 TO 137 OF
THIS TITLE SHALL BE IN WRITING UNLESS OTHERWISE PROVIDED IN THE
BYLAWS.
(2) NOTICE MAY BE GIVEN IN PERSON; BY
TELEPHONE, TELEGRAPH, TELETYPE, ELECTRONICALLY TRANSMITTED, OR
OTHER FORM OF WIRE OR WIRELESS COMMUNICATION; OR BY MAIL OR PRIVATE
CARRIER. THE BYLAWS MAY PROVIDE THAT IF THESE FORMS OF PERSONAL
NOTICE ARE IMPRACTICABLE, NOTICE MAY BE COMMUNICATED BY A NEWSPAPER
OF GENERAL CIRCULATION IN THE AREA WHERE PUBLISHED.
(3) WRITTEN NOTICE BY A NONPROFIT CORPORATION
TO ITS MEMBERS, IF MAILED, IS CORRECTLY ADDRESSED IF ADDRESSED
TO THE MEMBER'S ADDRESS SHOWN IN THE NONPROFIT CORPORATION'S CURRENT
RECORD OF MEMBERS. IF THREE SUCCESSIVE NOTICES GIVEN TO A MEMBER
PURSUANT TO SUBSECTION (5) OF THIS SECTION HAVE BEEN RETURNED
AS UNDELIVERABLE, NO FURTHER NOTICES TO SUCH MEMBER SHALL BE NECESSARY
UNTIL ANOTHER ADDRESS FOR THE MEMBER IS MADE KNOWN TO THE NONPROFIT
CORPORATION.
(4) WRITTEN NOTICE TO A DOMESTIC NONPROFIT
CORPORATION OR TO A FOREIGN NONPROFIT CORPORATION AUTHORIZED TO
TRANSACT BUSINESS IN THIS STATE, OTHER THAN IN ITS CAPACITY AS
A MEMBER, IS CORRECTLY ADDRESSED IF ADDRESSED TO ITS REGISTERED
AGENT AT ITS REGISTERED OFFICE OR TO THE DOMESTIC OR FOREIGN NONPROFIT
CORPORATION OR ITS SECRETARY AT ITS PRINCIPAL OFFICE AS SHOWN
IN ITS MOST RECENT CORPORATE REPORT, OR, IF A CORPORATE REPORT
HAS NOT BEEN DELIVERED, TO A DOMESTIC NONPROFIT CORPORATION IN
ITS ARTICLES OF INCORPORATION OR TO A FOREIGN NONPROFIT CORPORATION
IN ITS APPLICATION FOR A CERTIFICATE OF AUTHORITY.
(5) WRITTEN NOTICE BY A NONPROFIT CORPORATION
TO ITS MEMBERS, IF IN A COMPREHENSIBLE FORM, IS EFFECTIVE AT THE
EARLIEST OF:
(a) THE DATE RECEIVED;
(b) FIVE DAYS AFTER ITS DEPOSIT IN THE
UNITED STATES MAIL, AS EVIDENCED BY THE POSTMARK, IF MAILED CORRECTLY
ADDRESSED AND WITH FIRST CLASS POSTAGE AFFIXED;
(c) THE DATE SHOWN ON THE RETURN RECEIPT,
IF MAILED BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED,
AND THE RECEIPT IS SIGNED BY OR ON BEHALF OF THE ADDRESSEE.
(d) THIRTY DAYS AFTER ITS DEPOSIT IN THE
UNITED STATES MAIL, AS EVIDENCED BY THE POSTMARK, IF MAILED CORRECTLY
ADDRESSED AND WITH OTHER THAN FIRST CLASS, REGISTERED OR CERTIFIED
POSTAGE AFFIXED.
(6) ORAL NOTICE IS EFFECTIVE WHEN COMMUNICATED
IF COMMUNICATED IN A COMPREHENSIBLE MANNER.
(7) NOTICE BY PUBLICATION IS EFFECTIVE
ON THE DATE OF FIRST PUBLICATION.
(8) IF ARTICLES 121 TO 137 OF THIS TITLE
PRESCRIBE NOTICE REQUIREMENTS FOR PARTICULAR CIRCUMSTANCES, THOSE
REQUIREMENTS GOVERN. IF THE ARTICLES OF INCORPORATION OR BYLAWS
PRESCRIBE NOTICE REQUIREMENTS NOT INCONSISTENT WITH THIS SECTION
OR OTHER PROVISIONS OF ARTICLES 121 TO 137 OF THIS TITLE, THOSE
REQUIREMENTS GOVERN.
(9) A WRITTEN NOTICE OR REPORT DELIVERED
AS PART OF A NEWSLETTER, MAGAZINE, OR OTHER PUBLICATION REGULARLY
SENT TO MEMBERS SHALL CONSTITUTE A WRITTEN NOTICE OR REPORT IF
ADDRESSED OR DELIVERED TO THE MEMBER'S ADDRESS SHOWN IN THE NONPROFIT
CORPORATION'S CURRENT LIST OF MEMBERS, OR IN THE CASE OF MEMBERS
WHO ARE RESIDENTS OF THE SAME HOUSEHOLD AND WHO HAVE THE SAME
ADDRESS IN THE NONPROFIT CORPORATION'S CURRENT LIST OF MEMBERS,
IF ADDRESSED OR DELIVERED TO ONE OF SUCH MEMBERS, AT THE ADDRESS
APPEARING ON THE CURRENT LIST OF MEMBERS.
PART 5
PRIVATE FOUNDATIONS
7121501. 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 SELFDEALING
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 TAXABLE EXPENDITURES
AS DEFINED IN 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.
PART 6
JUDICIAL RELIEF
7121601. Judicial relief. (1) IF
FOR ANY REASON IT IS IMPRACTICAL OR IMPOSSIBLE FOR ANY NONPROFIT
CORPORATION TO CALL OR CONDUCT A MEETING OF ITS MEMBERS, DELEGATES,
OR DIRECTORS, OR OTHERWISE OBTAIN THEIR CONSENT, IN THE MANNER
PRESCRIBED BY ARTICLES 121 TO 137 OF THIS TITLE, ITS ARTICLES
OF INCORPORATION, OR BYLAWS, THEN UPON PETITION OF A DIRECTOR,
OFFICER, DELEGATE, OR MEMBER THE DISTRICT COURT OF THE COUNTY
IN THIS STATE WHERE THE NONPROFIT CORPORATION'S PRINCIPAL OFFICE
IS LOCATED, OR IF THE NONPROFIT CORPORATION HAS NO PRINCIPAL OFFICE
IN THIS STATE, THE DISTRICT COURT OF THE COUNTY IN WHICH THE REGISTERED
OFFICE IS LOCATED, OR IF THE NONPROFIT CORPORATION HAS NO REGISTERED
OFFICE IN THIS STATE, THE DISTRICT COURT OF THE CITY AND COUNTY
OF DENVER, MAY ORDER THAT SUCH A MEETING BE CALLED OR THAT A WRITTEN
CONSENT OR OTHER FORM OF OBTAINING THE VOTE OF MEMBERS, DELEGATES,
OR DIRECTORS BE AUTHORIZED, IN SUCH A MANNER AS THE COURT FINDS
FAIR AND EQUITABLE UNDER THE CIRCUMSTANCES.
(2) THE COURT SHALL, IN AN ORDER ISSUED
PURSUANT TO THIS SECTION, PROVIDE FOR A METHOD OF NOTICE REASONABLY
DESIGNED TO GIVE ACTUAL NOTICE TO ALL PERSONS WHO WOULD BE ENTITLED
TO NOTICE OF A MEETING HELD PURSUANT TO ARTICLES 121 TO 137 OF
THIS TITLE, THE ARTICLES OF INCORPORATION, OR BYLAWS AND WHETHER
OR NOT THE METHOD RESULTS IN ACTUAL NOTICE TO ALL SUCH PERSONS
OR CONFORMS TO THE NOTICE REQUIREMENTS THAT WOULD OTHERWISE APPLY.
IN A PROCEEDING UNDER THIS SECTION THE COURT MAY DETERMINE WHO
THE MEMBERS OR DIRECTORS ARE.
(3) THE ORDER ISSUED PURSUANT TO THIS
SECTION MAY DISPENSE WITH ANY REQUIREMENT RELATING TO THE HOLDING
OF OR VOTING AT MEETINGS OR OBTAINING VOTES, INCLUDING ANY REQUIREMENT
AS TO QUORUMS OR AS TO THE NUMBER OR PERCENTAGE OF VOTES NEEDED
FOR APPROVAL, THAT WOULD OTHERWISE BE IMPOSED BY ARTICLES 121
TO 137 OF THIS TITLE, THE ARTICLES OF INCORPORATION, OR BYLAWS.
(4) WHENEVER PRACTICAL ANY ORDER ISSUED
PURSUANT TO THIS SECTION SHALL LIMIT THE SUBJECT MATTER OF MEETINGS
OR OTHER FORMS OF CONSENT AUTHORIZED TO ITEMS, INCLUDING AMENDMENTS
TO THE ARTICLES OF INCORPORATION OR BYLAWS, THE RESOLUTION OF
WHICH WILL OR MAY ENABLE THE NONPROFIT CORPORATION TO CONTINUE
MANAGING ITS AFFAIRS WITHOUT FURTHER RESORT TO THIS SECTION; EXCEPT
THAT AN ORDER UNDER THIS SECTION MAY ALSO AUTHORIZE THE OBTAINING
OF WHATEVER VOTES AND APPROVALS ARE NECESSARY FOR THE DISSOLUTION,
MERGER, OR SALE OF ASSETS.
(5) ANY MEETING OR OTHER METHOD OF OBTAINING
THE VOTE OF MEMBERS, DELEGATES, OR DIRECTORS CONDUCTED PURSUANT
TO AN ORDER ISSUED UNDER THIS SECTION AND THAT COMPLIES WITH ALL
THE PROVISIONS OF SUCH ORDER IS FOR ALL PURPOSES A VALID MEETING
OR VOTE, AS THE CASE MAY BE, AND SHALL HAVE THE SAME FORCE AND
EFFECT AS IF IT COMPLIED WITH EVERY REQUIREMENT IMPOSED BY ARTICLES
121 TO 137 OF THIS TITLE, THE ARTICLES OF INCORPORATION, OR BYLAWS.
(6) COURT ORDERED MEETINGS MAY ALSO BE
HELD PURSUANT TO SECTION 7127103.
ARTICLE 122
Incorporation
7122101. 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. AN INCORPORATOR WHO IS A
NATURAL PERSON SHALL BE EIGHTEEN YEARS OF AGE OR OLDER.
7122102. Articles of incorporation. (1) THE
ARTICLES OF INCORPORATION SHALL SET FORTH:
(a) A CORPORATE NAME FOR THE NONPROFIT
CORPORATION THAT SATISFIES THE REQUIREMENTS OF SECTION 7124101;
(b) THE STREET ADDRESS OF THE NONPROFIT
CORPORATION'S INITIAL REGISTERED OFFICE AND THE NAME OF ITS INITIAL
REGISTERED AGENT AT THAT OFFICE;
(c) THE ADDRESS OF THE NONPROFIT CORPORATION'S
INITIAL PRINCIPAL OFFICE;
(d) THE NAME AND ADDRESS OF EACH INCORPORATOR;
(e) WHETHER OR NOT THE NONPROFIT CORPORATION
WILL HAVE VOTING MEMBERS;
(f) THE WRITTEN CONSENT OF THE INITIAL
REGISTERED AGENT TO THE APPOINTMENT UNLESS SUCH CONSENT IS PROVIDED
IN AN ACCOMPANYING DOCUMENT; AND
(g) PROVISIONS NOT INCONSISTENT WITH LAW
REGARDING THE DISTRIBUTION OF ASSETS ON DISSOLUTION.
(2) THE ARTICLES OF INCORPORATION MAY BUT NEED NOT SET FORTH:
(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 SET FORTH
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 SET FORTH 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.
7122103. 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 SPECIFIED PURSUANT TO SECTION 7121204 (2)
IN THE ARTICLES OF INCORPORATION AS FILED BY THE SECRETARY OF
STATE AND A CERTIFICATE OF WITHDRAWAL IS NOT FILED, 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.
7122104. 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.
7122105. 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 7128202 FOR ACTION
BY DIRECTORS WITHOUT A MEETING.
(3) AN ORGANIZATIONAL MEETING MAY BE HELD
IN OR OUT OF THIS STATE.
7122106. 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.
7122107. 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.
ARTICLE 123
Purposes and Powers
7123101. Purposes and applicability.
(1) EVERY NONPROFIT CORPORATION INCORPORATED UNDER
ARTICLES 121 TO 137 OF THIS TITLE HAS THE PURPOSE OF ENGAGING
IN ANY LAWFUL BUSINESS OR ACTIVITY UNLESS A MORE LIMITED PURPOSE
IS SET FORTH IN THE ARTICLES OF INCORPORATION.
(2) WHERE ANOTHER STATUTE OF THIS STATE
REQUIRES THAT CORPORATIONS OF A PARTICULAR CLASS BE ORGANIZED
OR INCORPORATED EXCLUSIVELY UNDER THAT STATUTE, CORPORATIONS OF
THAT CLASS SHALL BE ORGANIZED OR INCORPORATED UNDER SUCH OTHER
STATUTE. THE CORPORATION SHALL BE SUBJECT TO ALL LIMITATIONS OF
THE OTHER STATUTE.
(3) WHERE ANOTHER STATUTE OF THIS STATE
REQUIRES NONPROFIT CORPORATIONS OF A PARTICULAR CLASS TO BE ORGANIZED
OR INCORPORATED UNDER THAT STATUTE AND ALSO UNDER GENERAL NONPROFIT
CORPORATION STATUTES, SUCH NONPROFIT CORPORATIONS SHALL BE ORGANIZED
OR INCORPORATED UNDER SUCH OTHER STATUTE AND, IN ADDITION THERETO,
UNDER ARTICLES 121 TO 137 OF THIS TITLE TO THE EXTENT GENERAL
NONPROFIT CORPORATION LAWS ARE APPLICABLE.
(4) WHERE ANOTHER STATUTE OF THIS STATE
PERMITS NONPROFIT CORPORATIONS OF A PARTICULAR CLASS TO BE ORGANIZED
OR INCORPORATED EITHER UNDER THAT STATUTE OR UNDER THE GENERAL
NONPROFIT CORPORATION STATUTES, A NONPROFIT CORPORATION OF THAT
CLASS MAY AT THE ELECTION OF ITS INCORPORATORS BE ORGANIZED OR
INCORPORATED UNDER ARTICLES 121 TO 137 OF THIS TITLE. UNLESS THE
ARTICLES OF INCORPORATION OF A NONPROFIT CORPORATION INDICATE
THAT IT IS ORGANIZED OR INCORPORATED UNDER ANOTHER STATUTE, THE
NONPROFIT CORPORATION SHALL FOR ALL PURPOSES BE CONSIDERED AS
ORGANIZED AND INCORPORATED UNDER ARTICLES 121 TO 137 OF THIS TITLE.
(5) ARTICLES 121 TO 137 OF THIS TITLE
SHALL APPLY TO NONPROFIT CORPORATIONS OF EVERY CLASS, WHETHER
OR NOT INCLUDED IN THE TERM "NONPROFIT CORPORATION"
AS DEFINED IN SECTION 7121401 (26), WHICH ARE ORGANIZED
OR INCORPORATED UNDER AND GOVERNED BY OTHER STATUTES OF THIS STATE
TO THE EXTENT THAT SAID ARTICLES ARE NOT INCONSISTENT WITH SUCH
OTHER STATUTES.
(6) ARTICLES 121 TO 137 OF THIS TITLE
SHALL APPLY TO ANY NONPROFIT CORPORATION ORGANIZED PRIOR TO JANUARY
1, 1968, UNDER ARTICLE 40 OR 50 OF THIS TITLE WITHOUT SHARES OR
CAPITAL STOCK AND FOR A PURPOSE FOR WHICH A NONPROFIT CORPORATION
MIGHT BE ORGANIZED UNDER ARTICLES 121 TO 137 OF THIS TITLE AND
THAT ELECTS TO ACCEPT SAID ARTICLES AS PROVIDED THEREIN.
(7) ARTICLES 121 TO 137 OF THIS TITLE
SHALL APPLY TO ANY CORPORATION HAVING SHARES OR CAPITAL STOCK
AND ORGANIZED UNDER ARTICLE 40, 50, OR 51 OF THIS TITLE, AND EACH
NONPROFIT CORPORATION WHETHER WITH OR WITHOUT SHARES OR CAPITAL
STOCK ORGANIZED PRIOR TO JANUARY 1, 1968, UNDER GENERAL LAW OR
CREATED BY SPECIAL ACT OF THE GENERAL ASSEMBLY FOR A PURPOSE FOR
WHICH A NONPROFIT CORPORATION MAY BE ORGANIZED UNDER ARTICLES
121 TO 137 OF THIS TITLE, BUT NOT OTHERWISE ENTITLED TO THE RIGHTS,
PRIVILEGES, IMMUNITIES, AND FRANCHISES PROVIDED BY SAID ARTICLES
THAT ELECTS TO ACCEPT SAID ARTICLES AS PROVIDED THEREIN.
7123102. General powers.
(1) UNLESS OTHERWISE PROVIDED IN THE ARTICLES OF INCORPORATION,
EVERY NONPROFIT CORPORATION HAS PERPETUAL DURATION AND SUCCESSION
IN ITS CORPORATE NAME AND HAS THE SAME POWERS AS AN INDIVIDUAL
TO DO ALL THINGS NECESSARY OR CONVENIENT TO CARRY OUT ITS AFFAIRS,
INCLUDING THE POWER:
(a) TO SUE AND BE SUED, COMPLAIN, AND
DEFEND IN ITS CORPORATE NAME;
(b) TO HAVE A CORPORATE SEAL, WHICH MAY
BE ALTERED AT WILL, AND TO USE SUCH SEAL, OR A FACSIMILE THEREOF,
INCLUDING A RUBBER STAMP, BY IMPRESSING OR AFFIXING IT OR BY REPRODUCING
IT IN ANY OTHER MANNER;
(c) TO MAKE AND AMEND BYLAWS;
(d) TO PURCHASE, RECEIVE, LEASE, AND OTHERWISE
ACQUIRE, AND TO OWN, HOLD, IMPROVE, USE, AND OTHERWISE DEAL WITH,
REAL OR PERSONAL PROPERTY OR ANY LEGAL OR EQUITABLE INTEREST IN
PROPERTY, WHEREVER LOCATED;
(e) TO SELL, CONVEY, MORTGAGE, PLEDGE,
LEASE, EXCHANGE, AND OTHERWISE DISPOSE OF ALL OR ANY PART OF ITS
PROPERTY;
(f) TO PURCHASE, RECEIVE, SUBSCRIBE FOR,
AND OTHERWISE ACQUIRE SHARES AND OTHER INTERESTS IN, AND OBLIGATIONS
OF, ANY OTHER ENTITY; AND TO OWN, HOLD, VOTE, USE, SELL, MORTGAGE,
LEND, PLEDGE, AND OTHERWISE DISPOSE OF, AND DEAL IN AND WITH,
THE SAME;
(g) TO MAKE CONTRACTS AND GUARANTEES,
INCUR LIABILITIES, BORROW MONEY, ISSUE NOTES, BONDS, AND OTHER
OBLIGATIONS, AND SECURE ANY OF ITS OBLIGATIONS BY MORTGAGE OR
PLEDGE OF ANY OF ITS PROPERTY, FRANCHISES, OR INCOME;
(h) TO LEND MONEY, INVEST AND REINVEST
ITS FUNDS, AND RECEIVE AND HOLD REAL AND PERSONAL PROPERTY AS
SECURITY FOR REPAYMENT; EXCEPT THAT A NONPROFIT CORPORATION MAY
NOT LEND MONEY TO OR GUARANTEE THE OBLIGATION OF A DIRECTOR OR
OFFICER OF THE NONPROFIT CORPORATION;
(i) TO BE AN AGENT, AN ASSOCIATE, A FIDUCIARY,
A MANAGER, A MEMBER, A PARTNER, A PROMOTER, OR A TRUSTEE OF, OR
TO HOLD ANY SIMILAR POSITION WITH, ANY ENTITY;
(j) TO CONDUCT ITS ACTIVITIES, LOCATE
OFFICES, AND EXERCISE THE POWERS GRANTED BY ARTICLES 121 TO 137
OF THIS TITLE WITHIN OR WITHOUT THIS STATE;
(k) TO ELECT OR APPOINT DIRECTORS, OFFICERS,
EMPLOYEES, AND AGENTS OF THE NONPROFIT CORPORATION, DEFINE THEIR
DUTIES, AND FIX THEIR COMPENSATION;
(l) TO PAY PENSIONS AND ESTABLISH PENSION
PLANS, PENSION TRUSTS, PROFIT SHARING PLANS, AND OTHER BENEFIT
OR INCENTIVE PLANS FOR ANY OF ITS CURRENT OR FORMER DIRECTORS,
OFFICERS, EMPLOYEES, AND AGENTS;
(m) TO MAKE DONATIONS FOR THE PUBLIC WELFARE
OR FOR CHARITABLE, RELIGIOUS, SCIENTIFIC, OR EDUCATIONAL PURPOSES
AND FOR OTHER PURPOSES THAT FURTHER THE CORPORATE INTEREST;
(n) TO IMPOSE DUES, ASSESSMENTS, ADMISSION,
AND TRANSFER FEES UPON ITS MEMBERS;
(o) TO ESTABLISH CONDITIONS FOR ADMISSION OF MEMBERS, ADMIT MEMBERS, AND ISSUE OR TRANSFER MEMBERSHIPS;
(p) TO CARRY ON A BUSINESS;
(q) TO MAKE PAYMENTS OR DONATIONS AND
TO DO ANY OTHER ACT, NOT INCONSISTENT WITH LAW, THAT FURTHERS
THE AFFAIRS OF THE NONPROFIT CORPORATION;
(r) TO INDEMNIFY CURRENT OR FORMER DIRECTORS,
OFFICERS, EMPLOYEES, FIDUCIARIES, OR AGENTS AS PROVIDED IN ARTICLE
129 OF THIS TITLE;
(s) TO LIMIT THE LIABILITY OF ITS DIRECTORS
AS PROVIDED IN SECTION 7128402(1); AND
(t) TO CEASE ITS CORPORATE ACTIVITIES
AND DISSOLVE.
(2) UNLESS PERMITTED BY ANOTHER STATUTE
OF THIS STATE OR OTHERWISE PERMITTED PURSUANT TO SECTION 7123101(5),
7123101 (7), OR SECTION 7137201, A NONPROFIT
CORPORATION SHALL NOT AUTHORIZE OR ISSUE SHARES OF STOCK.
7123103. 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, DESIGNATE
ALTERNATIVE PRINCIPAL OFFICES OR REGIONAL 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.
7123104. 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 7134301.
(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.
7123105. Actions against
nonprofit corporations. ANY OTHER PROVISION
OF LAW TO THE CONTRARY NOTWITHSTANDING, ANY CIVIL ACTION PERMITTED
UNDER THE LAWS 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.
ARTICLE 124
Name
7124101. Corporate name.
(1) A CORPORATE NAME OF A DOMESTIC NONPROFIT CORPORATION:
(a) MAY, BUT NEED NOT, CONTAIN THE WORD
"CORPORATION", "INCORPORATED", "COMPANY",
OR "LIMITED" OR AN ABBREVIATION OF ANY THEREOF; AND
(b) SHALL NOT CONTAIN LANGUAGE STATING
OR IMPLYING THAT THE NONPROFIT CORPORATION IS INCORPORATED FOR
A PURPOSE OTHER THAN THAT PERMITTED BY SECTION 7123101
AND ITS ARTICLES OF INCORPORATION.
(2) EXCEPT AS AUTHORIZED BY SUBSECTION
(3) OF THIS SECTION, A CORPORATE NAME SHALL NOT BE THE SAME AS
OR DECEPTIVELY SIMILAR TO:
(a) THE CORPORATE NAME OF ANY DOMESTIC
CORPORATION OR DOMESTIC NONPROFIT CORPORATION;
(b) THE NAME OF ANY DOMESTIC LIMITED PARTNERSHIP,
DOMESTIC REGISTERED LIMITED LIABILITY PARTNERSHIP, OR DOMESTIC
LIMITED LIABILITY LIMITED PARTNERSHIP AS SET FORTH IN ITS CERTIFICATE
OF LIMITED PARTNERSHIP OR REGISTRATION STATEMENT ON FILE WITH
THE SECRETARY OF STATE;
(c) THE NAME OF ANY DOMESTIC LIMITED PARTNERSHIP
ASSOCIATION AS SET FORTH IN ITS ARTICLES OF ASSOCIATION ON FILE
WITH THE SECRETARY OF STATE;
(d) THE NAME OF ANY DOMESTIC LIMITED LIABILITY
COMPANY AS SET FORTH IN ITS ARTICLES OF ORGANIZATION ON FILE WITH
THE SECRETARY OF STATE;
(e) THE NAME UNDER WHICH ANY FOREIGN CORPORATION,
FOREIGN NONPROFIT CORPORATION, FOREIGN LIMITED PARTNERSHIP, FOREIGN
LIMITED LIABILITY COMPANY, FOREIGN LIMITED LIABILITY PARTNERSHIP,
FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIP, OR FOREIGN LIMITED
PARTNERSHIP ASSOCIATION IS AUTHORIZED TO CONDUCT AFFAIRS OR IS
REGISTERED IN THIS STATE;
(f) THE CORPORATE NAME OF ANY FOREIGN
CORPORATION OR FOREIGN NONPROFIT CORPORATION, THE COMPANY NAME
OF ANY FOREIGN LIMITED LIABILITY COMPANY, OR THE ASSOCIATION NAME
OF ANY FOREIGN LIMITED PARTNERSHIP ASSOCIATION IF SUCH NAME IS
REGISTERED WITH THE SECRETARY OF STATE, PURSUANT TO THE LAWS OF
THIS STATE;
(g) A NAME THE EXCLUSIVE RIGHT TO WHICH
IS RESERVED WITH THE SECRETARY OF STATE UNDER THE LAWS OF THIS
STATE;
(h) ANY TRADE NAME OR ASSUMED NAME THAT
IS REGISTERED WITH THE SECRETARY OF STATE BY ANOTHER PERSON PURSUANT
TO SECTION 771101;
(i) THE CORPORATE NAME, ASSUMED NAME,
OR TRADE NAME OF A DISSOLVED CORPORATION OR NONPROFIT CORPORATION
DURING THE ONEHUNDREDTWENTYDAY PERIOD FOLLOWING
THE EFFECTIVE DATE OF SUCH CORPORATION'S OR NONPROFIT CORPORATION'S
DISSOLUTION;
(j) ANY TRADEMARK REGISTERED WITH THE
SECRETARY OF STATE BY ANOTHER PERSON PURSUANT TO SECTION 770102.
(3) A NONPROFIT CORPORATION MAY APPLY
TO THE SECRETARY OF STATE FOR AUTHORIZATION TO USE A NAME, OR
MAY DELIVER FOR FILING ARTICLES OF INCORPORATION THAT STATE A
CORPORATE NAME, THAT IS THE SAME AS OR DECEPTIVELY SIMILAR TO
A NAME OTHERWISE NOT AVAILABLE PURSUANT TO SUBSECTION (2) OF THIS
SECTION IF THE NONPROFIT CORPORATION DELIVERS TO THE SECRETARY
OF STATE FOR FILING EITHER:
(a) THE WRITTEN CONSENT OF THE OTHER CORPORATION
OR HOLDER OF THE NAME TO USE THE SAME OR A DECEPTIVELY SIMILAR
NAME IF ONE OR MORE WORDS ARE ADDED, ALTERED, OR DELETED TO MAKE
THE NAME DISTINGUISHABLE ON THE RECORDS OF THE SECRETARY OF STATE
FROM THE OTHER NAME; OR
(b) A CERTIFIED COPY OF A FINAL DECREE
OF A COURT OF COMPETENT JURISDICTION ESTABLISHING THE PRIOR RIGHT
OF THE NONPROFIT CORPORATION TO THE USE OF SUCH NAME IN THIS STATE.
7124102. Reserved name.
(1) ANY PERSON MAY APPLY FOR THE RESERVATION OF THE
EXCLUSIVE USE OF A CORPORATE NAME BY DELIVERING AN APPLICATION
FOR RESERVATION OF NAME TO THE SECRETARY OF STATE FOR FILING,
SETTING FORTH THE NAME AND ADDRESS OF THE APPLICANT AND THE NAME
PROPOSED TO BE RESERVED. IF THE SECRETARY OF STATE FINDS THAT
THE NAME APPLIED FOR WOULD BE AVAILABLE FOR USE AS A CORPORATE
NAME UNDER SECTION 7124101, THE SECRETARY OF STATE
SHALL RESERVE THE NAME FOR THE APPLICANT'S EXCLUSIVE USE FOR A
ONEHUNDREDTWENTYDAY PERIOD, WHICH RESERVATION
MAY BE RENEWED.
(2) THE OWNER OF A RESERVED CORPORATE
NAME MAY TRANSFER THE RESERVATION TO ANY OTHER PERSON BY DELIVERY
TO THE SECRETARY OF STATE FOR FILING OF A NOTICE OF THE TRANSFER
THAT HAS BEEN EXECUTED BY THE OWNER AND STATES THE RESERVED NAME,
THE NAME OF THE OWNER, AND THE NAME AND ADDRESS OF THE TRANSFEREE.
(3) IF ARTICLES OF INCORPORATION, ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION, RESTATED ARTICLES OF INCORPORATION, OR ARTICLES OF MERGER SPECIFYING A DELAYED EFFECTIVE DATE PURSUANT TO SECTION 7121204 (2) AND SETTING FORTH A NEW CORPORATE NAME ARE FILED BY THE SECRETARY OF STATE, SUCH CORPORATE NAME SHALL BE DEEMED TO BE RESERVED UNTIL THE DOCUMENT BECOMES EFFECTIVE PURSUANT TO SECTION 7121204 (2), OR THE DOCUMENT IS WITHDRAWN UNDER SECTION 7121204 (3).
ARTICLE 125
Office and Agent
7125101. Registered office
and registered agent. (1) EACH
NONPROFIT CORPORATION SHALL CONTINUOUSLY MAINTAIN IN THIS STATE:
(a) A REGISTERED OFFICE; AND
(b) A REGISTERED AGENT, WHO SHALL BE:
(I) AN INDIVIDUAL WHO RESIDES IN THIS
STATE AND WHOSE BUSINESS OFFICE IS IDENTICAL WITH THE REGISTERED
OFFICE;
(II) A DOMESTIC CORPORATION OR DOMESTIC
NONPROFIT CORPORATION WHOSE BUSINESS OFFICE IS IDENTICAL WITH
THE REGISTERED OFFICE; OR
(III) A FOREIGN CORPORATION OR FOREIGN
NONPROFIT CORPORATION AUTHORIZED TO TRANSACT BUSINESS IN THIS
STATE WHOSE BUSINESS OFFICE IS IDENTICAL WITH THE REGISTERED OFFICE.
(2) A NONPROFIT CORPORATION SHALL NOT
SERVE AS ITS OWN REGISTERED AGENT.
7125102. Change of registered
office or registered agent. (1) A
NONPROFIT CORPORATION MAY CHANGE ITS REGISTERED OFFICE OR REGISTERED
AGENT BY DELIVERING TO THE SECRETARY OF STATE FOR FILING A STATEMENT
OF CHANGE THAT SETS FORTH:
(a) ITS CORPORATE NAME;
(b) THE STREET ADDRESS OF ITS CURRENT
REGISTERED OFFICE;
(c) IF THE REGISTERED OFFICE IS TO BE
CHANGED, THE STREET ADDRESS OF THE NEW REGISTERED OFFICE;
(d) THE NAME OF ITS CURRENT REGISTERED
AGENT;
(e) IF THE REGISTERED AGENT IS TO BE CHANGED,
THE NAME OF THE NEW REGISTERED AGENT AND THE NEW REGISTERED AGENT'S
WRITTEN CONSENT TO THE APPOINTMENT, EITHER ON THE STATEMENT OF
CHANGE OR IN AN ACCOMPANYING DOCUMENT; AND
(f) THAT, AFTER THE CHANGE OR CHANGES
ARE MADE, THE STREET ADDRESSES OF ITS REGISTERED OFFICE AND THE
BUSINESS OFFICE OF ITS REGISTERED AGENT WILL BE IDENTICAL.
(2) IF A REGISTERED AGENT CHANGES THE
STREET ADDRESS OF THE REGISTERED AGENT'S BUSINESS OFFICE, THE
REGISTERED AGENT MAY CHANGE THE STREET ADDRESS OF THE REGISTERED
OFFICE OF ANY NONPROFIT CORPORATION FOR WHICH THE REGISTERED AGENT
IS THE REGISTERED AGENT BY GIVING WRITTEN NOTICE TO THE NONPROFIT
CORPORATION OF THE CHANGE AND EXECUTING, EITHER MANUALLY OR IN
FACSIMILE, AND DELIVERING TO THE SECRETARY OF STATE FOR FILING
A STATEMENT OF CHANGE THAT COMPLIES WITH THE REQUIREMENTS OF SUBSECTION
(1) OF THIS SECTION AND RECITES THAT NOTICE OF THE CHANGE HAS
BEEN GIVEN TO THE NONPROFIT CORPORATION.
7125103. Resignation of
registered agent. (1) THE REGISTERED
AGENT OF A NONPROFIT CORPORATION MAY RESIGN THE AGENCY BY DELIVERING
TO THE SECRETARY OF STATE FOR FILING A STATEMENT OF RESIGNATION,
WHICH SHALL BE ACCOMPANIED BY TWO EXACT OR CONFORMED COPIES THEREOF.
THE STATEMENT OF RESIGNATION MAY INCLUDE A STATEMENT THAT THE
REGISTERED OFFICE IS ALSO DISCONTINUED.
(2) AFTER FILING THE STATEMENT OF RESIGNATION,
THE SECRETARY OF STATE SHALL DELIVER ONE COPY TO THE REGISTERED
OFFICE OF THE NONPROFIT CORPORATION TOGETHER WITH THE RECEIPT
FOR FILING FEES, IF ANY, AND THE OTHER COPY TO THE PRINCIPAL OFFICE
OF THE NONPROFIT CORPORATION.
(3) THE AGENCY APPOINTMENT IS TERMINATED,
AND THE REGISTERED OFFICE DISCONTINUED IF SO PROVIDED, ON THE
THIRTYFIRST DAY AFTER THE DATE ON WHICH THE STATEMENT OF
RESIGNATION WAS FILED.
7125104. Service on nonprofit
corporation. (1) A NONPROFIT
CORPORATION'S REGISTERED AGENT IS THE NONPROFIT CORPORATION'S
AGENT FOR SERVICE OF ANY PROCESS, NOTICE, OR DEMAND REQUIRED OR
PERMITTED BY LAW TO BE SERVED ON THE NONPROFIT CORPORATION.
(2) IF A NONPROFIT CORPORATION HAS NO
REGISTERED AGENT, OR THE REGISTERED AGENT CANNOT WITH REASONABLE
DILIGENCE BE SERVED, THE NONPROFIT CORPORATION MAY BE SERVED BY
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED
TO THE NONPROFIT CORPORATION AT ITS PRINCIPAL OFFICE. SERVICE
IS PERFECTED UNDER THIS SUBSECTION (2) AT THE EARLIEST OF:
(a) THE DATE THE NONPROFIT CORPORATION
RECEIVES THE PROCESS, NOTICE, OR DEMAND;
(b) THE DATE SHOWN ON THE RETURN RECEIPT,
IF SIGNED ON BEHALF OF THE NONPROFIT CORPORATION; OR
(c) FIVE DAYS AFTER MAILING WITH FIRST
CLASS POSTAGE PREPAID.
(3) THIS SECTION DOES NOT PRESCRIBE THE
ONLY MEANS, OR NECESSARILY THE REQUIRED MEANS, OF SERVING A NONPROFIT
CORPORATION.
ARTICLE 126
Members and Memberships
PART 1
ADMISSION OF MEMBERS AND
LIABILITY TO THIRD PARTIES
7126101. No requirement
of members. A NONPROFIT CORPORATION IS
NOT REQUIRED TO HAVE MEMBERS.
7126102. 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.
7126103. 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.
7126104. 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.
PART 2
TYPES OF MEMBERSHIPS MEMBERS' RIGHTS
AND OBLIGATIONS
7126201. 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.
7126202. 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.
7126203. 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.
PART 3
RESIGNATION AND TERMINATION
7126301. 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.
7126302. 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 SET FORTH 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 FIRSTBCLASS 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.
7126303. 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 SET
FORTH IN OR AUTHORIZED BY ITS BYLAWS. NO PAYMENT SHALL BE MADE
IN VIOLATION OF ARTICLE 133 OF THIS TITLE.
PART 4
DERIVATIVE SUITS
7126401. 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 LAWS OF THE STATE UNDER WHICH SUCH FOREIGN NONPROFIT CORPORATION
IS INCORPORATED.
PART 5
DELEGATES
7126501. 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 SET FORTH 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.
ARTICLE 127
Members' Meetings and Voting
PART 1
MEETINGS
7127101. 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.
7127102. 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
7127103 OR 7127106, 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 7127104 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 7127104.
(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 7127104
(3) MAY BE CONDUCTED AT A SPECIAL MEETING OF THE MEMBERS.
7127103. Courtordered
meeting. (1) THE HOLDING OF
A MEETING OF THE MEMBERS MAY BE SUMMARILY ORDERED BY THE DISTRICT
COURT OF THE COUNTY IN THIS STATE WHERE THE NONPROFIT CORPORATION=S
PRINCIPAL OFFICE IS LOCATED OR, IF THE NONPROFIT CORPORATION HAS
NO PRINCIPAL OFFICE IN THIS STATE, BY THE DISTRICT COURT OF THE
COUNTY IN WHICH ITS REGISTERED OFFICE IS LOCATED OR, IF THE NONPROFIT
CORPORATION HAS NO REGISTERED OFFICE, 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
7127102 (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 7B127B102
(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, SPECIFY 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.
7127104. 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 OR PUBLIC BROADCAST
AS PROVIDED IN SECTION 7121402 (2), THE NOTICE MUST
BE PUBLISHED OR BROADCAST FIVE SEPARATE TIMES WITH THE FIRST SUCH
PUBLICATION OR BROADCAST NO MORE THAN SIXTY DAYS, AND THE LAST
SUCH PUBLICATION OR BROADCAST 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 7128501, 7129110, 7130103,
7130201, 7131102, 7132102,
AND 7134102; 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
7B127B106,
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.
7127105. 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.
7127106. 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.
7127107. Action without meeting. (1) UNLESS OTHERWISE PROVIDED BY THE BYLAWS, ANY ACTION REQUIRED OR PERMITTED BY ARTICLES 121 TO 137 OF THIS TITLE TO BE TAKEN AT A MEMBERS= MEETING MAY BE TAKEN WITHOUT A MEETING IF MEMBERS ENTITLED TO VOTE THEREON, UNANIMOUSLY AGREE AND CONSENT TO SUCH ACTION IN WRITING.
(2) NO ACTION TAKEN PURSUANT TO THIS SECTION
SHALL BE EFFECTIVE UNLESS WRITINGS DESCRIBING AND CONSENTING TO
THE ACTION, SIGNED BY MEMBERS SUFFICIENT UNDER SUBSECTION (1)
OF THIS SECTION TO TAKE THE ACTION AND NOT REVOKED PURSUANT TO
SUBSECTION (3) OF THIS SECTION, ARE RECEIVED BY THE NONPROFIT
CORPORATION WITHIN SIXTY DAYS AFTER THE DATE THE EARLIEST DATED
WRITING DESCRIBING AND CONSENTING TO THE ACTION IS RECEIVED BY
THE NONPROFIT CORPORATION. UNLESS OTHERWISE PROVIDED BY THE BYLAWS,
ANY SUCH WRITING MAY BE RECEIVED BY THE NONPROFIT CORPORATION
BY ELECTRONICALLY TRANSMITTED FACSIMILE OR OTHER FORM OF WIRE
OR WIRELESS COMMUNICATION PROVIDING THE NONPROFIT CORPORATION
WITH A COMPLETE COPY THEREOF, INCLUDING A COPY OF THE SIGNATURE
THERETO. ACTION TAKEN PURSUANT TO THIS SECTION SHALL BE EFFECTIVE
WHEN THE LAST WRITING NECESSARY TO EFFECT THE ACTION IS RECEIVED
BY THE NONPROFIT CORPORATION, UNLESS THE WRITINGS DESCRIBING AND
CONSENTING TO THE ACTION SET FORTH A DIFFERENT EFFECTIVE DATE.
(3) ANY MEMBER WHO HAS SIGNED A WRITING
DESCRIBING AND CONSENTING TO ACTION TAKEN PURSUANT TO THIS SECTION
MAY REVOKE SUCH CONSENT BY A WRITING SIGNED AND DATED BY THE MEMBER
DESCRIBING THE ACTION AND STATING THAT THE MEMBER=S
PRIOR CONSENT THERETO IS REVOKED, IF SUCH WRITING IS RECEIVED
BY THE NONPROFIT CORPORATION BEFORE THE LAST WRITING NECESSARY
TO EFFECT THE ACTION IS RECEIVED BY THE NONPROFIT CORPORATION.
(4) SUBJECT TO SUBSECTION (8) OF THIS
SECTION, THE RECORD DATE FOR DETERMINING MEMBERS ENTITLED TO TAKE
ACTION WITHOUT A MEETING OR ENTITLED TO BE GIVEN NOTICE UNDER
SUBSECTION (7) OF THIS SECTION OF ACTION SO TAKEN IS THE DATE
A WRITING UPON WHICH THE ACTION IS TAKEN PURSUANT TO SUBSECTION
(1) OF THIS SECTION IS FIRST RECEIVED BY THE NONPROFIT CORPORATION.
(5) 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.
(6) IN THE EVENT VOTING MEMBERS ARE ENTITLED
TO VOTE CUMULATIVELY IN THE ELECTION OF DIRECTORS, VOTING MEMBERS
MAY TAKE ACTION UNDER THIS SECTION TO ELECT OR REMOVE DIRECTORS
ONLY PURSUANT TO SECTION 7127208 AND ONLY IF THE REQUIRED
SIGNED WRITINGS DESCRIBING AND CONSENTING TO THE ELECTION OR REMOVAL
OF THE DIRECTORS ARE RECEIVED BY THE NONPROFIT CORPORATION.
(7) IN THE EVENT ACTION IS TAKEN UNDER
SUBSECTION (1) OF THIS SECTION WITH LESS THAN UNANIMOUS CONSENT
OF ALL MEMBERS ENTITLED TO VOTE UPON THE ACTION, THE NONPROFIT
CORPORATION OR THE MEMBERS TAKING THE ACTION SHALL, PROMPTLY AFTER
ALL OF THE WRITINGS NECESSARY TO EFFECT THE ACTION HAVE BEEN RECEIVED
BY THE NONPROFIT CORPORATION, GIVE NOTICE OF SUCH ACTION TO ALL
MEMBERS WHO WERE ENTITLED TO VOTE UPON THE ACTION. THE NOTICE
SHALL CONTAIN OR BE ACCOMPANIED BY THE SAME MATERIAL, IF ANY,
THAT UNDER ARTICLES 121 TO 137 OF THIS TITLE WOULD HAVE BEEN REQUIRED
TO BE GIVEN TO MEMBERS IN OR WITH A NOTICE OF THE MEETING AT WHICH
THE ACTION WOULD HAVE BEEN SUBMITTED TO THE MEMBERS FOR ACTION.
(8) THE DISTRICT COURT OF THE COUNTY IN
THIS STATE WHERE THE NONPROFIT CORPORATION'S PRINCIPAL OFFICE
IS LOCATED OR, IF THE NONPROFIT CORPORATION HAS NO PRINCIPAL OFFICE
IN THIS STATE, THE DISTRICT COURT OF THE COUNTY IN WHICH THE NONPROFIT
CORPORATION'S REGISTERED OFFICE IS LOCATED OR, IF THE NONPROFIT
CORPORATION HAS NO REGISTERED OFFICE, THE DISTRICT COURT FOR THE
CITY AND COUNTY OF DENVER MAY, UPON APPLICATION OF THE NONPROFIT
CORPORATION OR ANY MEMBER WHO WOULD BE ENTITLED TO VOTE ON THE
ACTION AT A MEMBERS=
MEETING, SUMMARILY SPECIFY A RECORD DATE FOR DETERMINING MEMBERS
ENTITLED TO SIGN WRITINGS CONSENTING TO AN ACTION UNDER THIS SECTION
AND MAY ENTER OTHER ORDERS NECESSARY OR APPROPRIATE TO EFFECT
THE PURPOSES OF THIS SECTION.
(9) ALL SIGNED WRITTEN INSTRUMENTS NECESSARY
FOR ANY ACTION TAKEN PURSUANT TO THIS SECTION SHALL BE FILED WITH
THE MINUTES OF THE MEETINGS OF THE MEMBERS.
7127108. 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.
7127109. 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) SET FORTH 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) SPECIFY 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.
PART 2
VOTING
7127201. Members=
list for meeting and action by written ballot.
(1) UNLESS OTHERWISE PROVIDED BY THE BYLAWS, AFTER
FIXING A RECORD DATE FOR A NOTICE OF A MEETING OR FOR DETERMINING
THE MEMBERS ENTITLED TO TAKE ACTION BY WRITTEN BALLOT, A NONPROFIT
CORPORATION SHALL PREPARE AN ALPHABETICAL LIST OF THE NAMES OF
ALL ITS MEMBERS WHO ARE ENTITLED TO NOTICE OF, AND TO VOTE AT,
THE MEETING OR TO TAKE SUCH ACTION BY WRITTEN BALLOT. THE LIST
SHALL SHOW THE ADDRESS OF EACH MEMBER ENTITLED TO NOTICE OF, AND
TO VOTE AT, THE MEETING OR TO TAKE SUCH ACTION BY WRITTEN BALLOT
AND THE NUMBER OF VOTES EACH MEMBER IS ENTITLED TO VOTE AT THE
MEETING OR BY WRITTEN BALLOT.
(2) IF PREPARED IN CONNECTION WITH A MEETING OF THE MEMBERS, THE MEMBERS' LIST SHALL BE AVAILABLE FOR INSPECTION BY ANY MEMBER ENTITLED TO VOTE AT THE MEETING, BEGINNING THE EARLIER OF TEN DAYS BEFORE THE MEETING FOR WHICH THE LIST WAS PREPARED OR TWO BUSINESS DAYS AFTER NOTICE OF THE MEETING IS GIVEN AND CONTINUING THROUGH THE MEETING, AND ANY ADJOURNMENT THEREOF, AT THE NONPROFIT CORPORATION=S PRINCIPAL OFFICE OR AT A PLACE IDENTIFIED IN THE NOTICE OF THE MEETING IN THE CITY WHERE THE MEETING WILL BE HELD. THE NONPROFIT CORPORATION SHALL MAKE THE MEMBERS' LIST AVAILABLE AT THE MEETING, AND ANY MEMBER ENTITLED TO VOTE AT THE MEETING OR AN AGENT OR ATTORNEY OF A MEMBER ENTITLED TO VOTE AT THE MEETING IS ENTITLED TO INSPECT THE LIST AT ANY TIME DURING THE MEETING OR ANY ADJOURNMENT. IF PREPARED IN CONNECTION WITH ACTION TO BE TAKEN BY THE MEMBERS BY WRITTEN BALLOT, THE MEMBERS' LIST SHALL BE AVAILABLE FOR INSPECTION BY ANY MEMBER ENTITLED TO CAST A VOTE BY SUCH WRITTEN BALLOT, BEGINNING ON THE DATE THAT THE FIRST WRITTEN BALLOT IS DELIVERED TO THE MEMBERS AND CONTINUING THROUGH THE TIME WHEN SUCH WRITTEN BALLOTS MUST BE RECEIVED BY THE NONPROFIT CORPORATION IN ORDER TO BE COUNTED, AT THE NONPROFIT CORPORATION'S PRINCIPAL OFFICE. A MEMBER ENTITLED TO VOTE AT THE MEETING OR BY SUCH WRITTEN BALLOT, OR AN AGENT OR ATTORNEY OF A MEMBER ENTITLED TO VOTE AT THE MEETING OR BY SUCH WRITTEN BALLOT, IS ENTITLED ON WRITTEN DEMAND TO INSPECT AND, SUBJECT TO THE REQUIREMENTS OF SECTION 7136102 (3) AND THE PROVISIONS OF SECTION 7136103 (2) AND (3) TO COPY THE LIST, DURING REGULAR BUSINESS HOURS, AT THE MEMBER=S EXPENSE, AND DURING THE PERIOD IT IS AVAILABLE FOR INSPECTION.
(3) IF THE NONPROFIT CORPORATION REFUSES
TO ALLOW A MEMBER ENTITLED TO VOTE AT THE MEETING OR BY SUCH WRITTEN
BALLOT, OR AN AGENT OR ATTORNEY OF A MEMBER ENTITLED TO VOTE AT
THE MEETING OR BY SUCH WRITTEN BALLOT, TO INSPECT THE MEMBERS'
LIST OR TO COPY THE LIST DURING THE PERIOD IT IS REQUIRED TO BE
AVAILABLE FOR INSPECTION UNDER SUBSECTION (2) OF THIS SECTION,
THE DISTRICT COURT OF THE COUNTY IN THIS STATE WHERE THE NONPROFIT
CORPORATION=S
PRINCIPAL OFFICE IS LOCATED OR, IF THE NONPROFIT CORPORATION HAS
NO PRINCIPAL OFFICE IN THIS STATE, THE DISTRICT COURT OF THE COUNTY
WHERE ITS REGISTERED OFFICE IS LOCATED, OR IF THE NONPROFIT CORPORATION
HAS NO REGISTERED OFFICE IN THIS STATE, THE DISTRICT COURT FOR
THE CITY AND COUNTY OF DENVER MAY, ON APPLICATION OF THE MEMBER,
SUMMARILY ORDER THE INSPECTION OR COPYING OF THE LIST AT THE NONPROFIT
CORPORATION=S
EXPENSE AND MAY POSTPONE OR ADJOURN THE MEETING FOR WHICH THE
LIST WAS PREPARED, OR POSTPONE THE TIME WHEN THE NONPROFIT CORPORATION
MUST RECEIVE WRITTEN BALLOTS IN CONNECTION WITH WHICH THE LIST
WAS PREPARED, UNTIL THE INSPECTION OR COPYING IS COMPLETE.
(4) IF A COURT ORDERS INSPECTION OR COPYING
OF THE LIST OF MEMBERS PURSUANT TO SUBSECTION (3) OF THIS SECTION,
UNLESS THE NONPROFIT CORPORATION PROVES THAT IT REFUSED INSPECTION
OR COPYING OF THE LIST IN GOOD FAITH BECAUSE IT HAD A REASONABLE
BASIS FOR DOUBT ABOUT THE RIGHT OF THE MEMBER OR THE AGENT OR
ATTORNEY OF THE MEMBER TO INSPECT OR COPY THE LIST OF MEMBERS:
(a) THE COURT SHALL ALSO ORDER THE NONPROFIT
CORPORATION TO PAY THE MEMBER=S
COSTS, INCLUDING REASONABLE COUNSEL FEES, INCURRED IN OBTAINING
THE ORDER;
(b) THE COURT MAY ORDER THE NONPROFIT
CORPORATION TO PAY THE MEMBER FOR ANY DAMAGES THE MEMBER INCURRED;
AND
(c) THE COURT MAY GRANT THE MEMBER ANY
OTHER REMEDY AFFORDED THE MEMBER BY LAW.
(5) IF A COURT ORDERS INSPECTION OR COPYING
OF THE LIST OF MEMBERS PURSUANT TO SUBSECTION (3) OF THIS SECTION,
THE COURT MAY IMPOSE REASONABLE RESTRICTIONS ON THE USE OR DISTRIBUTION
OF THE LIST BY THE MEMBER.
(6) FAILURE TO PREPARE OR MAKE AVAILABLE
THE LIST OF MEMBERS DOES NOT AFFECT THE VALIDITY OF ACTION TAKEN
AT THE MEETING OR BY MEANS OF SUCH WRITTEN BALLOT.
7127202. 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 PRORATA BASIS.
7127203. 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
ATTORNEYINFACT.
(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 7127204
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.
7127204. Nonprofit corporation=s
acceptance of votes. (1) IF
THE NAME SIGNED ON A VOTE, CONSENT, WRITTEN BALLOT, WAIVER, PROXY
APPOINTMENT, OR PROXY APPOINTMENT REVOCATION CORRESPONDS TO THE
NAME OF A MEMBER, THE NONPROFIT CORPORATION, IF ACTING IN GOOD
FAITH, IS ENTITLED TO ACCEPT THE VOTE, CONSENT, WRITTEN BALLOT,
WAIVER, PROXY APPOINTMENT, OR PROXY APPOINTMENT REVOCATION AND
TO GIVE IT EFFECT AS THE ACT OF THE MEMBER.
(2) IF THE NAME SIGNED ON A VOTE, CONSENT,
WRITTEN BALLOT, WAIVER, PROXY APPOINTMENT, OR PROXY APPOINTMENT
REVOCATION DOES NOT CORRESPOND TO THE NAME OF A MEMBER, THE NONPROFIT
CORPORATION, IF ACTING IN GOOD FAITH, IS NEVERTHELESS ENTITLED
TO ACCEPT THE VOTE, CONSENT, WRITTEN BALLOT, WAIVER, PROXY APPOINTMENT,
OR PROXY APPOINTMENT REVOCATION AND TO GIVE IT EFFECT AS THE ACT
OF THE MEMBER IF:
(a) THE MEMBER IS AN ENTITY AND THE NAME
SIGNED PURPORTS TO BE THAT OF AN OFFICER OR AGENT OF THE ENTITY;
(b) THE NAME SIGNED PURPORTS TO BE THAT
OF AN ADMINISTRATOR, EXECUTOR, GUARDIAN, OR CONSERVATOR REPRESENTING
THE MEMBER AND, IF THE NONPROFIT CORPORATION REQUESTS, EVIDENCE
OF FIDUCIARY STATUS ACCEPTABLE TO THE NONPROFIT CORPORATION HAS
BEEN PRESENTED WITH RESPECT TO THE VOTE, CONSENT, WRITTEN BALLOT,
WAIVER, PROXY APPOINTMENT, OR PROXY APPOINTMENT REVOCATION;
(c) THE NAME SIGNED PURPORTS TO BE THAT
OF A RECEIVER OR TRUSTEE IN BANKRUPTCY OF THE MEMBER AND, IF THE
NONPROFIT CORPORATION REQUESTS, EVIDENCE OF THIS STATUS ACCEPTABLE
TO THE NONPROFIT CORPORATION HAS BEEN PRESENTED WITH RESPECT TO
THE VOTE, CONSENT, WRITTEN BALLOT, WAIVER, PROXY APPOINTMENT,
OR PROXY APPOINTMENT REVOCATION;
(d) THE NAME SIGNED PURPORTS TO BE THAT
OF A PLEDGEE, BENEFICIAL OWNER, OR ATTORNEYBINBFACT
OF THE MEMBER AND, IF THE NONPROFIT CORPORATION REQUESTS, EVIDENCE
ACCEPTABLE TO THE NONPROFIT CORPORATION OF THE SIGNATORY=S
AUTHORITY TO SIGN FOR THE MEMBER HAS BEEN PRESENTED WITH RESPECT
TO THE VOTE, CONSENT, WRITTEN BALLOT, WAIVER, PROXY APPOINTMENT,
OR PROXY APPOINTMENT REVOCATION;
(e) TWO OR MORE PERSONS ARE THE MEMBER
AS COTENANTS OR FIDUCIARIES AND THE NAME SIGNED PURPORTS TO BE
THE NAME OF AT LEAST ONE OF THE COTENANTS OR FIDUCIARIES AND THE
PERSON SIGNING APPEARS TO BE ACTING ON BEHALF OF ALL THE COTENANTS
OR FIDUCIARIES; OR
(f) THE ACCEPTANCE OF THE VOTE, CONSENT,
WRITTEN BALLOT, WAIVER, PROXY APPOINTMENT, OR PROXY APPOINTMENT
REVOCATION IS OTHERWISE PROPER UNDER RULES ESTABLISHED BY THE
NONPROFIT CORPORATION THAT ARE NOT INCONSISTENT WITH THE PROVISIONS
OF THIS SUBSECTION (2).
(3) THE NONPROFIT CORPORATION IS ENTITLED
TO REJECT A VOTE, CONSENT, WRITTEN BALLOT, WAIVER, PROXY APPOINTMENT,
OR PROXY APPOINTMENT REVOCATION IF THE SECRETARY OR OTHER OFFICER
OR AGENT AUTHORIZED TO TABULATE VOTES, ACTING IN GOOD FAITH, HAS
REASONABLE BASIS FOR DOUBT ABOUT THE VALIDITY OF THE SIGNATURE
ON IT OR ABOUT THE SIGNATORY=S
AUTHORITY TO SIGN FOR THE MEMBER.
(4) THE NONPROFIT CORPORATION AND ITS
OFFICER OR AGENT WHO ACCEPTS OR REJECTS A VOTE, CONSENT, WRITTEN
BALLOT, WAIVER, PROXY APPOINTMENT, OR PROXY APPOINTMENT REVOCATION
IN GOOD FAITH AND IN ACCORDANCE WITH THE STANDARDS OF THIS SECTION
ARE NOT LIABLE IN DAMAGES FOR THE CONSEQUENCES OF THE ACCEPTANCE
OR REJECTION.
(5) CORPORATE ACTION BASED ON THE ACCEPTANCE
OR REJECTION OF A VOTE, CONSENT, WRITTEN BALLOT, WAIVER, PROXY
APPOINTMENT, OR PROXY APPOINTMENT REVOCATION UNDER THIS SECTION
IS VALID UNLESS A COURT OF COMPETENT JURISDICTION DETERMINES OTHERWISE.
7127205. 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 7127207(2).
(5) THE ELECTION OF DIRECTORS IS GOVERNED
BY SECTION 7127208.
7127206. 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
7127205.
(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 7127205. ONE VOTING GROUP MAY VOTE ON A
MATTER EVEN THOUGH NO ACTION IS TAKEN BY ANOTHER VOTING GROUP
ENTITLED TO VOTE ON THE MATTER.
7127207. Greater quorum
or voting requirements. (1) THE
BYLAWS MAY PROVIDE FOR A GREATER QUORUM OR 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 GREATER QUORUM
OR 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.
7127208. 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.
7127209. 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.
PART 3
VOTING AGREEMENTS
7127301. 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.
ARTICLE 128
Directors and Officers
PART 1
BOARD OF DIRECTORS
7128101. 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 SET FORTH
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.
7128102. Qualifications
of directors. A DIRECTOR SHALL BE A NATURAL
PERSON WHO IS EIGHTEEN YEARS OF AGE OR OLDER. 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.
7128103. Number of directors.
(1) A BOARD OF DIRECTORS SHALL CONSIST OF ONE OR MORE
DIRECTORS, WITH THE NUMBER SPECIFIED 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.
7128104. 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 SET FORTH 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 SPECIFIED 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 SPECIFY.
(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.
7128105. Terms of directors
generally. (1) THE BYLAWS MAY
SPECIFY THE TERMS OF DIRECTORS. IN THE ABSENCE OF ANY TERM SPECIFIED
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.
7128106. 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.
7128107. 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 SPECIFIES A LATER EFFECTIVE DATE.
(3) A DIRECTOR WHO RESIGNS MAY DELIVER
TO THE SECRETARY OF STATE FOR FILING A STATEMENT TO THAT EFFECT
PURSUANT TO SECTION 7136108.
(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 SPECIFIED NUMBER OF BOARD
MEETINGS, OR FOR FAILING TO MEET OTHER SPECIFIED 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.
7128108. 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 7127208
(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 SET FORTH 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) A DIRECTOR WHO IS REMOVED PURSUANT
TO THIS SECTION MAY DELIVER TO THE SECRETARY OF STATE FOR FILING
A STATEMENT TO THAT EFFECT PURSUANT TO SECTION 7 136108.
(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 SPECIFIES A FUTURE EFFECTIVE DATE.
(3) A DESIGNATED DIRECTOR MAY BE REMOVED BY AN AMENDMENT TO THE BYLAWS DELETING OR CHANGING THE DESIGNATION.
7128109. Removal of directors
by judicial proceeding. (1) A
DIRECTOR MAY BE REMOVED BY THE DISTRICT COURT OF THE COUNTY IN
THIS STATE WHERE A NONPROFIT CORPORATION'S PRINCIPAL OFFICE IS
LOCATED OR, IF THE NONPROFIT CORPORATION HAS NO PRINCIPAL OFFICE
IN THIS STATE, BY THE DISTRICT COURT OF THE COUNTY IN WHICH ITS
REGISTERED OFFICE IS LOCATED, OR, IF THE NONPROFIT CORPORATION
HAS NO REGISTERED OFFICE, 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) A DIRECTOR WHO IS REMOVED PURSUANT
TO THIS SECTION MAY DELIVER TO THE SECRETARY OF STATE FOR FILING
A STATEMENT TO THAT EFFECT PURSUANT TO SECTION 7136108.
7128110. 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 7128107 (2) OR OTHERWISE, MAY BE FILLED
BEFORE THE VACANCY OCCURS, BUT THE NEW DIRECTOR MAY NOT TAKE OFFICE
UNTIL THE VACANCY OCCURS.
7128111. Compensation of
directors. UNLESS OTHERWISE PROVIDED IN
THE BYLAWS, THE BOARD OF DIRECTORS MAY AUTHORIZE AND FIX THE COMPENSATION
OF DIRECTORS.
PART 2
MEETINGS AND ACTION
OF THE BOARD
7128201. 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.
7128202. 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 EACH AND EVERY MEMBER
OF THE BOARD IN WRITING EITHER:
(a) VOTES FOR SUCH ACTION; OR
(b) (I) VOTES AGAINST SUCH ACTION
OR ABSTAINS FROM VOTING; AND
(II) WAIVES THE RIGHT TO DEMAND THAT A
MEETING BE HELD.
(2) ACTION IS TAKEN UNDER THIS SECTION
ONLY IF THE AFFIRMATIVE VOTE FOR SUCH ACTION EQUALS OR EXCEEDS
THE MINIMUM NUMBER OF VOTES THAT WOULD BE NECESSARY TO TAKE SUCH
ACTION AT A MEETING AT WHICH ALL OF THE DIRECTORS THEN IN OFFICE
WERE PRESENT AND VOTED.
(3) NO ACTION TAKEN PURSUANT TO THIS SECTION
SHALL BE EFFECTIVE UNLESS WRITINGS DESCRIBING THE ACTION TAKEN
AND OTHERWISE SATISFYING THE REQUIREMENTS OF SUBSECTION (1) OF
THIS SECTION, SIGNED BY ALL DIRECTORS AND NOT REVOKED PURSUANT
TO SUBSECTION (4) OF THIS SECTION, ARE RECEIVED BY THE NONPROFIT
CORPORATION. UNLESS OTHERWISE PROVIDED BY THE BYLAWS, ANY SUCH
WRITING MAY BE RECEIVED BY THE NONPROFIT CORPORATION BY ELECTRONICALLY
TRANSMITTED FACSIMILE OR OTHER FORM OF WIRE OR WIRELESS COMMUNICATION
PROVIDING THE NONPROFIT CORPORATION WITH A COMPLETE COPY OF THE
DOCUMENT, INCLUDING A COPY OF THE SIGNATURE ON THE DOCUMENT. ACTION
TAKEN PURSUANT TO THIS SECTION SHALL BE EFFECTIVE WHEN THE LAST
WRITING NECESSARY TO EFFECT THE ACTION IS RECEIVED BY THE NONPROFIT
CORPORATION UNLESS THE WRITINGS DESCRIBING THE ACTION TAKEN SET
FORTH A DIFFERENT EFFECTIVE DATE.
(4) ANY DIRECTOR WHO HAS SIGNED A WRITING
PURSUANT TO THIS SECTION MAY REVOKE SUCH WRITING BY A WRITING
SIGNED AND DATED BY THE DIRECTOR DESCRIBING THE ACTION AND STATING
THAT THE DIRECTOR'S PRIOR VOTE WITH RESPECT THERETO IS REVOKED,
IF SUCH WRITING IS RECEIVED BY THE NONPROFIT CORPORATION BEFORE
THE LAST WRITING NECESSARY TO EFFECT THE ACTION IS RECEIVED BY
THE NONPROFIT CORPORATION.
(5) ACTION TAKEN PURSUANT TO THIS SECTION
HAS THE SAME EFFECT AS ACTION TAKEN AT A MEETING OF DIRECTORS
AND MAY BE DESCRIBED AS SUCH IN ANY DOCUMENT.
(6) ALL SIGNED WRITTEN INSTRUMENTS NECESSARY
FOR ANY ACTION TAKEN PURSUANT TO THIS SECTION SHALL BE FILED WITH
THE MINUTES OF THE MEETINGS OF THE BOARD OF DIRECTORS.
7128203. Notice of meeting.
(1) UNLESS OTHERWISE PROVIDED IN ARTICLES 121 TO 137
OF THIS TITLE OR IN THE BYLAWS, REGULAR MEETINGS OF THE BOARD
OF DIRECTORS MAY BE HELD WITHOUT NOTICE OF THE DATE, TIME, PLACE,
OR PURPOSE OF THE MEETING.
(2) UNLESS THE BYLAWS PROVIDE FOR A LONGER
OR SHORTER PERIOD, SPECIAL MEETINGS OF THE BOARD OF DIRECTORS
SHALL BE PRECEDED BY AT LEAST TWO DAYS' NOTICE OF THE DATE, TIME,
AND PLACE OF THE MEETING. THE NOTICE NEED NOT DESCRIBE THE PURPOSE
OF THE SPECIAL MEETING UNLESS OTHERWISE REQUIRED BY ARTICLES 121
TO 137 OF THIS TITLE OR THE BYLAWS.
7128204. 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 7128203 (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.
7128205. 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 ONETHIRD OF THE
NUMBER OF DIRECTORS FIXED IF THE CORPORATION HAS A FIXED BOARD
SIZE; OR
(b) NO FEWER THAN ONETHIRD 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 7128103
(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
7128202, 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.
7128206. Committees of
the board. (1) UNLESS OTHERWISE
PROVIDED IN THE BYLAWS AND SUBJECT TO THE PROVISIONS OF SECTION
7129106, THE BOARD OF DIRECTORS MAY CREATE ONE OR
MORE COMMITTEES OF THE BOARD AND APPOINT ONE OR MORE DIRECTORS
TO SERVE ON THEM.
(2) UNLESS OTHERWISE PROVIDED IN THE BYLAWS,
THE CREATION OF A COMMITTEE OF THE BOARD AND APPOINTMENT OF DIRECTORS
TO IT SHALL BE APPROVED BY THE GREATER OF A MAJORITY OF ALL THE
DIRECTORS IN OFFICE WHEN THE ACTION IS TAKEN OR THE NUMBER OF
DIRECTORS REQUIRED BY THE BYLAWS TO TAKE ACTION UNDER SECTION
7128205.
(3) UNLESS OTHERWISE PROVIDED IN THE BYLAWS,
SECTIONS 7128201 TO 7128205, WHICH GOVERN
MEETINGS, ACTION WITHOUT MEETING, NOTICE, WAIVER OF NOTICE, AND
QUORUM AND VOTING REQUIREMENTS OF THE BOARD OF DIRECTORS, APPLY
TO COMMITTEES OF THE BOARD AND THEIR MEMBERS AS WELL.
(4) TO THE EXTENT SPECIFIED IN THE BYLAWS
OR BY THE BOARD OF DIRECTORS, EACH COMMITTEE OF THE BOARD SHALL
HAVE THE AUTHORITY OF THE BOARD OF DIRECTORS UNDER SECTION 7128101;
EXCEPT THAT A COMMITTEE OF THE BOARD SHALL NOT:
(a) AUTHORIZE DISTRIBUTIONS;
(b) APPROVE OR PROPOSE TO MEMBERS ACTION
THAT ARTICLES 121 TO 137 OF THIS TITLE REQUIRE TO BE APPROVED
BY MEMBERS;
(c) ELECT, APPOINT, OR REMOVE ANY DIRECTOR;
(d) AMEND ARTICLES OF INCORPORATION PURSUANT
TO SECTION 7130102;
(e) ADOPT, AMEND, OR REPEAL BYLAWS;
(f) APPROVE A PLAN OF MERGER NOT REQUIRING
MEMBER APPROVAL; OR
(g) APPROVE A SALE, LEASE, EXCHANGE, OR
OTHER DISPOSITION OF ALL, OR SUBSTANTIALLY ALL, OF ITS PROPERTY,
WITH OR WITHOUT GOODWILL, OTHERWISE THAN IN THE USUAL AND REGULAR
COURSE OF BUSINESS SUBJECT TO APPROVAL BY MEMBERS.
(5) THE CREATION OF, DELEGATION OF AUTHORITY
TO, OR ACTION BY A COMMITTEE DOES NOT ALONE CONSTITUTE COMPLIANCE
BY A DIRECTOR WITH THE STANDARDS OF CONDUCT DESCRIBED IN SECTION
7128401.
(6) NOTHING IN THIS PART 2 SHALL PROHIBIT
OR RESTRICT A NONPROFIT CORPORATION FROM ESTABLISHING IN ITS BYLAWS
OR BY ACTION OF THE BOARD OF DIRECTORS OR OTHERWISE ONE OR MORE
COMMITTEES, ADVISORY BOARDS, AUXILIARIES, OR OTHER BODIES OF ANY
KIND, HAVING SUCH MEMBERS AND RULES OF PROCEDURE AS THE BYLAWS
OR BOARD OF DIRECTORS MAY PROVIDE, IN ORDER TO PROVIDE SUCH ADVICE,
SERVICE, AND ASSISTANCE TO THE NONPROFIT CORPORATION, AND TO CARRY
OUT SUCH DUTIES AND RESPONSIBILITIES FOR THE NONPROFIT CORPORATION,
AS MAY BE SPECIFIED IN THE BYLAWS OR BY THE BOARD OF DIRECTORS;
EXCEPT THAT, IF ANY SUCH COMMITTEE OR OTHER BODY HAS ONE OR MORE
MEMBERS THEREOF WHO ARE ENTITLED TO VOTE ON COMMITTEE MATTERS
AND WHO ARE NOT THEN ALSO DIRECTORS, SUCH COMMITTEE OR OTHER BODY
MAY NOT EXERCISE ANY POWER OR AUTHORITY RESERVED TO THE BOARD
OF DIRECTORS IN ARTICLES 121 TO 137 OF THIS TITLE, IN THE ARTICLES
OF INCORPORATION, OR IN THE BYLAWS.
PART 3
OFFICERS
7128301. 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 A NATURAL PERSON 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 7136101 AND FOR AUTHENTICATING RECORDS OF
THE NONPROFIT CORPORATION.
(4) THE SAME INDIVIDUAL MAY SIMULTANEOUSLY
HOLD MORE THAN ONE OFFICE IN THE NONPROFIT CORPORATION.
7128302. Duties of officers.
EACH OFFICER SHALL HAVE THE AUTHORITY AND SHALL PERFORM THE DUTIES
SET FORTH 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.
7128303. 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 SPECIFIES 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) AN OFFICER WHO RESIGNS OR IS REMOVED
OR WHOSE APPOINTMENT HAS EXPIRED MAY DELIVER TO THE SECRETARY
OF STATE FOR FILING A STATEMENT TO THAT EFFECT PURSUANT TO SECTION
7136108.
7128304. 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.
PART 4
STANDARDS OF CONDUCT
7128401. General standards
of conduct for directors and officers.
(1) EACH DIRECTOR SHALL DISCHARGE THE DIRECTOR'S DUTIES
AS A DIRECTOR, INCLUDING THE DIRECTOR'S DUTIES AS A MEMBER OF
A COMMITTEE OF THE BOARD, AND EACH OFFICER WITH DISCRETIONARY
AUTHORITY SHALL DISCHARGE THE OFFICER'S DUTIES UNDER THAT AUTHORITY:
(a) IN GOOD FAITH;
(b) WITH THE CARE AN ORDINARILY PRUDENT
PERSON IN A LIKE POSITION WOULD EXERCISE UNDER SIMILAR CIRCUMSTANCES;
AND
(c) IN A MANNER THE DIRECTOR OR OFFICER
REASONABLY BELIEVES TO BE IN THE BEST INTERESTS OF THE NONPROFIT
CORPORATION.
(2) IN DISCHARGING DUTIES, A DIRECTOR
OR OFFICER IS ENTITLED TO RELY ON INFORMATION, OPINIONS, REPORTS,
OR STATEMENTS, INCLUDING FINANCIAL STATEMENTS AND OTHER FINANCIAL
DATA, IF PREPARED OR PRESENTED BY:
(a) ONE OR MORE OFFICERS OR EMPLOYEES
OF THE NONPROFIT CORPORATION WHOM THE DIRECTOR OR OFFICER REASONABLY
BELIEVES TO BE RELIABLE AND COMPETENT IN THE MATTERS PRESENTED;
(b) LEGAL COUNSEL, A PUBLIC ACCOUNTANT,
OR ANOTHER PERSON AS TO MATTERS THE DIRECTOR OR OFFICER REASONABLY
BELIEVES ARE WITHIN SUCH PERSON'S PROFESSIONAL OR EXPERT COMPETENCE;
(c) RELIGIOUS AUTHORITIES OR MINISTERS,
PRIESTS, RABBIS, OR OTHER PERSONS WHOSE POSITION OR DUTIES IN
THE NONPROFIT CORPORATION, OR IN A RELIGIOUS ORGANIZATION WITH
WHICH THE NONPROFIT CORPORATION IS AFFILIATED, THE DIRECTOR OR
OFFICER BELIEVES JUSTIFY RELIANCE AND CONFIDENCE AND WHO THE DIRECTOR
OR OFFICER BELIEVES TO BE RELIABLE AND COMPETENT IN THE MATTERS
PRESENTED; OR
(d) IN THE CASE OF A DIRECTOR, A COMMITTEE
OF THE BOARD OF DIRECTORS OF WHICH THE DIRECTOR IS NOT A MEMBER
IF THE DIRECTOR REASONABLY BELIEVES THE COMMITTEE MERITS CONFIDENCE.
(3) A DIRECTOR OR OFFICER IS NOT ACTING
IN GOOD FAITH IF THE DIRECTOR OR OFFICER HAS KNOWLEDGE CONCERNING
THE MATTER IN QUESTION THAT MAKES RELIANCE OTHERWISE PERMITTED
BY SUBSECTION (2) OF THIS SECTION UNWARRANTED.
(4) A DIRECTOR OR OFFICER IS NOT LIABLE
AS SUCH TO THE NONPROFIT CORPORATION OR ITS MEMBERS FOR ANY ACTION
TAKEN OR OMITTED TO BE TAKEN AS A DIRECTOR OR OFFICER, AS THE
CASE MAY BE, IF, IN CONNECTION WITH SUCH ACTION OR OMISSION, THE
DIRECTOR OR OFFICER PERFORMED THE DUTIES OF THE POSITION IN COMPLIANCE
WITH THIS SECTION.
(5) A DIRECTOR, REGARDLESS OF TITLE, SHALL
NOT BE DEEMED TO BE A TRUSTEE WITH RESPECT TO THE NONPROFIT CORPORATION
OR WITH RESPECT TO ANY PROPERTY HELD OR ADMINISTERED BY THE NONPROFIT
CORPORATION INCLUDING, WITHOUT LIMITATION, PROPERTY THAT MAY BE
SUBJECT TO RESTRICTIONS IMPOSED BY THE DONOR OR TRANSFEROR OF
SUCH PROPERTY.
7128402. 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 WHICH INVOLVE INTENTIONAL
MISCONDUCT OR A KNOWING VIOLATION OF LAW, ACTS SPECIFIED IN SECTION
7128403, 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.
7128403. Liability of directors
for unlawful distributions. (1) A
DIRECTOR WHO VOTES FOR OR ASSENTS TO A DISTRIBUTION MADE IN VIOLATION
OF SECTION 7133101 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 7128401. 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 7133101 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 7133101
OR THE ARTICLES OF INCORPORATION.
PART 5
DIRECTORS' CONFLICTING
INTEREST TRANSACTIONS
7128501. Conflicting interest
transaction. (1) AS USED IN
THIS SECTION, "CONFLICTING INTEREST TRANSACTION" MEANS:
A CONTRACT, TRANSACTION, OR OTHER FINANCIAL RELATIONSHIP BETWEEN
A NONPROFIT CORPORATION AND A DIRECTOR OF THE NONPROFIT CORPORATION,
OR BETWEEN THE NONPROFIT CORPORATION AND A PARTY RELATED TO A
DIRECTOR OR BETWEEN THE NONPROFIT CORPORATION AND AN ENTITY IN
WHICH A DIRECTOR OF THE NONPROFIT CORPORATION IS A DIRECTOR OR
OFFICER OR HAS A FINANCIAL INTEREST.
(2) NO LOANS SHALL BE MADE BY A CORPORATION
TO ITS DIRECTORS OR OFFICERS. ANY DIRECTOR OR OFFICER WHO ASSENTS
TO OR PARTICIPATES IN THE MAKING OF ANY SUCH LOAN SHALL BE LIABLE
TO THE CORPORATION FOR THE AMOUNT OF SUCH LOAN UNTIL THE REPAYMENT
THEREOF.
(3) NO CONFLICTING INTEREST TRANSACTION
SHALL BE VOID OR VOIDABLE OR BE ENJOINED, SET ASIDE, OR GIVE RISE
TO AN AWARD OF DAMAGES OR OTHER SANCTIONS IN A PROCEEDING BY A
MEMBER OR BY OR IN THE RIGHT OF THE NONPROFIT CORPORATION, SOLELY
BECAUSE THE CONFLICTING INTEREST TRANSACTION INVOLVES A DIRECTOR
OF THE NONPROFIT CORPORATION OR A PARTY RELATED TO A DIRECTOR
OR AN ENTITY IN WHICH A DIRECTOR OF THE NONPROFIT CORPORATION
IS A DIRECTOR OR OFFICER OR HAS A FINANCIAL INTEREST OR SOLELY
BECAUSE THE DIRECTOR IS PRESENT AT OR PARTICIPATES IN THE MEETING
OF THE NONPROFIT CORPORATION'S BOARD OF DIRECTORS OR OF THE COMMITTEE
OF THE BOARD OF DIRECTORS THAT AUTHORIZES, APPROVES, OR RATIFIES
THE CONFLICTING INTEREST TRANSACTION OR SOLELY BECAUSE THE DIRECTOR'S
VOTE IS COUNTED FOR SUCH PURPOSE IF:
(a) THE MATERIAL FACTS AS TO THE DIRECTOR'S
RELATIONSHIP OR INTEREST AND AS TO THE CONFLICTING INTEREST TRANSACTION
ARE DISCLOSED OR ARE KNOWN TO THE BOARD OF DIRECTORS OR THE COMMITTEE,
AND THE BOARD OF DIRECTORS OR COMMITTEE IN GOOD FAITH AUTHORIZES,
APPROVES, OR RATIFIES THE CONFLICTING INTEREST TRANSACTION BY
THE AFFIRMATIVE VOTE OF A MAJORITY OF THE DISINTERESTED DIRECTORS,
EVEN THOUGH THE DISINTERESTED DIRECTORS ARE LESS THAN A QUORUM;
OR
(b) THE MATERIAL FACTS AS TO THE DIRECTOR'S RELATIONSHIP OR INTEREST AND AS TO THE CONFLICTING INTEREST TRANSACTION ARE DISCLOSED OR ARE KNOWN TO THE MEMBERS ENTITLED TO VOTE THEREON, AND THE CONFLICTING INTEREST TRANSACTION IS SPECIFICALLY AUTHORIZED, APPROVED, OR RATIFIED IN GOOD FAITH BY A VOTE OF THE MEMBERS; OR
(c) THE CONFLICTING INTEREST TRANSACTION
IS FAIR AS TO THE NONPROFIT CORPORATION.
(4) COMMON OR INTERESTED DIRECTORS MAY
BE COUNTED IN DETERMINING THE PRESENCE OF A QUORUM AT A MEETING
OF THE BOARD OF DIRECTORS OR OF A COMMITTEE WHICH AUTHORIZES,
APPROVES, OR RATIFIES THE CONFLICTING INTEREST TRANSACTION.
(5) FOR PURPOSES OF THIS SECTION, A PARTY
RELATED TO A DIRECTOR SHALL MEAN A SPOUSE, A DESCENDENT, AN ANCESTOR,
A SIBLING, THE SPOUSE OR DESCENDENT OF A SIBLING, AN ESTATE OR
TRUST IN WHICH THE DIRECTOR OR A PARTY RELATED TO A DIRECTOR HAS
A BENEFICIAL INTEREST, OR AN ENTITY IN WHICH A PARTY RELATED TO
A DIRECTOR IS A DIRECTOR, OFFICER, OR HAS A FINANCIAL INTEREST.
ARTICLE 129
Indemnification
7129101. 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 CORPORATION, NONPROFIT CORPORATION,
OR OTHER PERSON 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
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 7129107,
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.
7129102. 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, 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.
7129103. 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.
7129104. 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 7129102;
(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 7129106.
7129105. Courtordered
indemnification of directors. (1) UNLESS
OTHERWISE PROVIDED IN THE ARTICLES OF INCORPORATION, A DIRECTOR
WHO IS OR WAS A PARTY TO A PROCEEDING MAY APPLY FOR INDEMNIFICATION
TO THE COURT CONDUCTING THE PROCEEDING OR TO ANOTHER COURT OF
COMPETENT JURISDICTION. ON RECEIPT OF AN APPLICATION, THE COURT,
AFTER GIVING ANY NOTICE THE COURT CONSIDERS NECESSARY, MAY ORDER
INDEMNIFICATION IN THE FOLLOWING MANNER:
(a) IF IT DETERMINES THAT THE DIRECTOR
IS ENTITLED TO MANDATORY INDEMNIFICATION UNDER SECTION 7129103,
THE COURT SHALL ORDER INDEMNIFICATION, IN WHICH CASE THE COURT
SHALL ALSO ORDER THE NONPROFIT CORPORATION TO PAY THE DIRECTOR'S
REASONABLE EXPENSES INCURRED TO OBTAIN COURTORDERED INDEMNIFICATION.
(b) IF IT DETERMINES THAT THE DIRECTOR
IS FAIRLY AND REASONABLY ENTITLED TO INDEMNIFICATION IN VIEW OF
ALL THE RELEVANT CIRCUMSTANCES, WHETHER OR NOT THE DIRECTOR MET
THE STANDARD OF CONDUCT SET FORTH IN SECTION 7129102
(1) OR WAS ADJUDGED LIABLE IN THE CIRCUMSTANCES DESCRIBED IN SECTION
7129102 (4), THE COURT MAY ORDER SUCH INDEMNIFICATION
AS THE COURT DEEMS PROPER; EXCEPT THAT THE INDEMNIFICATION WITH
RESPECT TO ANY PROCEEDING IN WHICH LIABILITY SHALL HAVE BEEN ADJUDGED
IN THE CIRCUMSTANCES DESCRIBED IN SECTION 7129102
(4) IS LIMITED TO REASONABLE EXPENSES INCURRED IN CONNECTION WITH
THE PROCEEDING AND REASONABLE EXPENSES INCURRED TO OBTAIN COURTORDERED
INDEMNIFICATION.
7129106. Determination
and authorization of indemnification of directors.
(1) A NONPROFIT CORPORATION MAY NOT INDEMNIFY A DIRECTOR
UNDER SECTION 7129102 UNLESS AUTHORIZED IN THE SPECIFIC
CASE AFTER A DETERMINATION HAS BEEN MADE THAT INDEMNIFICATION
OF THE DIRECTOR IS PERMISSIBLE IN THE CIRCUMSTANCES BECAUSE THE
DIRECTOR HAS MET THE STANDARD OF CONDUCT SET FORTH IN SECTION
7129102. A NONPROFIT CORPORATION SHALL NOT ADVANCE
EXPENSES TO A DIRECTOR UNDER SECTION 7129104 UNLESS
AUTHORIZED IN THE SPECIFIC CASE AFTER THE WRITTEN AFFIRMATION
AND UNDERTAKING REQUIRED BY SECTION 7129104 (1) (a)
AND (1) (b) ARE RECEIVED AND THE DETERMINATION REQUIRED BY SECTION
7129104 (1) (c) HAS BEEN MADE.
(2) THE DETERMINATIONS REQUIRED BY SUBSECTION
(1) OF THIS SECTION SHALL BE MADE:
(a) BY THE BOARD OF DIRECTORS BY A MAJORITY
VOTE OF THOSE PRESENT AT A MEETING AT WHICH A QUORUM IS PRESENT,
AND ONLY THOSE DIRECTORS NOT PARTIES TO THE PROCEEDING SHALL BE
COUNTED IN SATISFYING THE QUORUM; OR
(b) IF A QUORUM CANNOT BE OBTAINED, BY
A MAJORITY VOTE OF A COMMITTEE OF THE BOARD OF DIRECTORS DESIGNATED
BY THE BOARD OF DIRECTORS, WHICH COMMITTEE SHALL CONSIST OF TWO
OR MORE DIRECTORS NOT PARTIES TO THE PROCEEDING; EXCEPT THAT DIRECTORS
WHO ARE PARTIES TO THE PROCEEDING MAY PARTICIPATE IN THE DESIGNATION
OF DIRECTORS FOR THE COMMITTEE.
(3) IF A QUORUM CANNOT BE OBTAINED AS
CONTEMPLATED IN PARAGRAPH (a) OF SUBSECTION (2) OF THIS SECTION,
AND A COMMITTEE CANNOT BE ESTABLISHED UNDER PARAGRAPH (b) OF SUBSECTION
(2) OF THIS SECTION, OR, EVEN IF A QUORUM IS OBTAINED OR A COMMITTEE
IS DESIGNATED, IF A MAJORITY OF THE DIRECTORS CONSTITUTING SUCH
QUORUM OR SUCH COMMITTEE SO DIRECTS, THE DETERMINATION REQUIRED
TO BE MADE BY SUBSECTION (1) OF THIS SECTION SHALL BE MADE:
(a) BY INDEPENDENT LEGAL COUNSEL SELECTED
BY A VOTE OF THE BOARD OF DIRECTORS OR THE COMMITTEE IN THE MANNER
SPECIFIED IN PARAGRAPH (a) OR (b) OF SUBSECTION (2) OF THIS SECTION
OR, IF A QUORUM OF THE FULL BOARD CANNOT BE OBTAINED AND A COMMITTEE
CANNOT BE ESTABLISHED, BY INDEPENDENT LEGAL COUNSEL SELECTED BY
A MAJORITY VOTE OF THE FULL BOARD OF DIRECTORS; OR
(b) BY THE VOTING MEMBERS, BUT VOTING
MEMBERS WHO ARE ALSO DIRECTORS AND WHO ARE AT THE TIME SEEKING
INDEMNIFICATION MAY NOT VOTE ON THE DETERMINATION.
(4) AUTHORIZATION OF INDEMNIFICATION AND
ADVANCE OF EXPENSES SHALL BE MADE IN THE SAME MANNER AS THE DETERMINATION
THAT INDEMNIFICATION OR ADVANCE OF EXPENSES IS PERMISSIBLE; EXCEPT
THAT, IF THE DETERMINATION THAT INDEMNIFICATION OR ADVANCE OF
EXPENSES IS PERMISSIBLE IS MADE BY INDEPENDENT LEGAL COUNSEL,
AUTHORIZATION OF INDEMNIFICATION AND ADVANCE OF EXPENSES SHALL
BE MADE BY THE BODY THAT SELECTED SUCH COUNSEL.
7129107. Indemnification
of officers, employees, fiduciaries, and agents.
(1) UNLESS OTHERWISE PROVIDED IN THE ARTICLES OF INCORPORATION:
(a) AN OFFICER IS ENTITLED TO MANDATORY
INDEMNIFICATION UNDER SECTION 7129103, AND IS ENTITLED
TO APPLY FOR COURTORDERED INDEMNIFICATION UNDER SECTION
7129105, IN EACH CASE TO THE SAME EXTENT AS A DIRECTOR;
(b) A NONPROFIT CORPORATION MAY INDEMNIFY
AND ADVANCE EXPENSES TO AN OFFICER, EMPLOYEE, FIDUCIARY, OR AGENT
OF THE NONPROFIT CORPORATION TO THE SAME EXTENT AS TO A DIRECTOR;
AND
(c) A NONPROFIT CORPORATION MAY ALSO INDEMNIFY
AND ADVANCE EXPENSES TO AN OFFICER, EMPLOYEE, FIDUCIARY, OR AGENT
WHO IS NOT A DIRECTOR TO A GREATER EXTENT, IF NOT INCONSISTENT
WITH PUBLIC POLICY, AND IF PROVIDED FOR BY ITS BYLAWS, GENERAL
OR SPECIFIC ACTION OF ITS BOARD OF DIRECTORS OR VOTING MEMBERS,
OR CONTRACT.
7129108. Insurance.
A NONPROFIT CORPORATION MAY PURCHASE AND MAINTAIN INSURANCE ON
BEHALF OF A PERSON WHO IS OR WAS A DIRECTOR, OFFICER, EMPLOYEE,
FIDUCIARY, OR AGENT OF THE NONPROFIT CORPORATION, OR WHO, WHILE
A DIRECTOR, OFFICER, EMPLOYEE, FIDUCIARY, OR AGENT OF THE NONPROFIT
CORPORATION, IS OR WAS SERVING AT THE REQUEST OF THE NONPROFIT
CORPORATION AS A DIRECTOR, OFFICER, PARTNER, MEMBER, MANAGER,
TRUSTEE, EMPLOYEE, FIDUCIARY, OR AGENT OF ANOTHER DOMESTIC OR
FOREIGN CORPORATION, NONPROFIT CORPORATION, OR OTHER PERSON OR
OF AN EMPLOYEE BENEFIT PLAN, AGAINST LIABILITY ASSERTED AGAINST
OR INCURRED BY THE PERSON IN THAT CAPACITY OR ARISING FROM THE
PERSON'S STATUS AS A DIRECTOR, OFFICER, EMPLOYEE, FIDUCIARY, OR
AGENT, WHETHER OR NOT THE NONPROFIT CORPORATION WOULD HAVE POWER
TO INDEMNIFY THE PERSON AGAINST THE SAME LIABILITY UNDER SECTION
7129102, 7129103, OR 7129107.
ANY SUCH INSURANCE MAY BE PROCURED FROM ANY INSURANCE COMPANY
DESIGNATED BY THE BOARD OF DIRECTORS, WHETHER SUCH INSURANCE COMPANY
IS FORMED UNDER THE LAWS OF THIS STATE OR ANY OTHER JURISDICTION
OF THE UNITED STATES OR ELSEWHERE, INCLUDING ANY INSURANCE COMPANY
IN WHICH THE NONPROFIT CORPORATION HAS AN EQUITY OR ANY OTHER
INTEREST THROUGH STOCK OWNERSHIP OR OTHERWISE.
7129109. Limitation of
indemnification of directors. (1) A
PROVISION TREATING A NONPROFIT CORPORATION'S INDEMNIFICATION OF,
OR ADVANCE OF EXPENSES TO, DIRECTORS THAT IS CONTAINED IN ITS
ARTICLES OF INCORPORATION OR BYLAWS, IN A RESOLUTION OF ITS MEMBERS
OR BOARD OF DIRECTORS, OR IN A CONTRACT, EXCEPT AN INSURANCE POLICY,
OR OTHERWISE, IS VALID ONLY TO THE EXTENT THE PROVISION IS NOT
INCONSISTENT WITH SECTIONS 7129101 TO 7129108.
IF THE ARTICLES OF INCORPORATION LIMIT INDEMNIFICATION OR ADVANCE
OF EXPENSES, INDEMNIFICATION AND ADVANCE OF EXPENSES ARE VALID
ONLY TO THE EXTENT NOT INCONSISTENT WITH THE ARTICLES OF INCORPORATION.
(2) SECTIONS 7129101 TO 7129108
DO NOT LIMIT A NONPROFIT CORPORATION'S POWER TO PAY OR REIMBURSE
EXPENSES INCURRED BY A DIRECTOR IN CONNECTION WITH AN APPEARANCE
AS A WITNESS IN A PROCEEDING AT A TIME WHEN THE DIRECTOR HAS NOT
BEEN MADE A NAMED DEFENDANT OR RESPONDENT IN THE PROCEEDING.
7129110. Notice to voting
members of indemnification of director.
IF A NONPROFIT CORPORATION INDEMNIFIES OR ADVANCES EXPENSES TO
A DIRECTOR UNDER THIS ARTICLE IN CONNECTION WITH A PROCEEDING
BY OR IN THE RIGHT OF THE NONPROFIT CORPORATION, THE NONPROFIT
CORPORATION SHALL GIVE WRITTEN NOTICE OF THE INDEMNIFICATION OR
ADVANCE TO THE VOTING MEMBERS WITH OR BEFORE THE NOTICE OF THE
NEXT VOTING MEMBERS' MEETING. IF THE NEXT VOTING MEMBER ACTION
IS TAKEN WITHOUT A MEETING AT THE INSTIGATION OF THE BOARD OF
DIRECTORS, SUCH NOTICE SHALL BE GIVEN TO THE VOTING MEMBERS AT
OR BEFORE THE TIME THE FIRST VOTING MEMBER SIGNS A WRITING CONSENTING
TO SUCH ACTION.
ARTICLE 130
Amendment of Articles of
Incorporation and Bylaws
PART 1
AMENDMENT OF ARTICLES
OF INCORPORATION
7130101. Authority to amend
articles of incorporation. (1) A
NONPROFIT CORPORATION MAY AMEND ITS ARTICLES OF INCORPORATION
AT ANY TIME TO ADD OR CHANGE A PROVISION THAT IS REQUIRED OR PERMITTED
IN THE ARTICLES OF INCORPORATION OR TO DELETE A PROVISION NOT
REQUIRED IN THE ARTICLES OF INCORPORATION. WHETHER A PROVISION
IS REQUIRED OR PERMITTED IN THE ARTICLES OF INCORPORATION IS DETERMINED
AS OF THE EFFECTIVE DATE OF THE AMENDMENT.
(2) A MEMBER DOES NOT HAVE A VESTED PROPERTY
RIGHT RESULTING FROM ANY PROVISION IN THE ARTICLES OF INCORPORATION,
INCLUDING ANY PROVISION RELATING TO MANAGEMENT, CONTROL, PURPOSE,
OR DURATION OF THE NONPROFIT CORPORATION.
7130102. Amendment of articles
of incorporation by board of directors or incorporators.
(1) UNLESS OTHERWISE PROVIDED IN THE ARTICLES OF INCORPORATION,
THE BOARD OF DIRECTORS MAY ADOPT, WITHOUT MEMBER APPROVAL, ONE
OR MORE AMENDMENTS TO THE ARTICLES OF INCORPORATION TO:
(a) DELETE THE NAMES AND ADDRESSES OF
THE INITIAL DIRECTORS;
(b) DELETE THE NAME AND ADDRESS OF THE
INITIAL REGISTERED AGENT OR REGISTERED OFFICE, IF A STATEMENT
OF CHANGE IS ON FILE WITH THE SECRETARY OF STATE;
(c) EXTEND THE DURATION OF THE NONPROFIT
CORPORATION IF IT WAS INCORPORATED AT A TIME WHEN LIMITED DURATION
WAS REQUIRED BY LAW;
(d) CHANGE THE CORPORATE NAME BY SUBSTITUTING
THE WORD "CORPORATION", "INCORPORATED", "COMPANY",
"LIMITED", OR AN ABBREVIATION OF ANY SUCH WORD FOR A
SIMILAR WORD OR ABBREVIATION IN THE NAME, OR BY ADDING, DELETING,
OR CHANGING A GEOGRAPHICAL ATTRIBUTION; OR
(e) MAKE ANY OTHER CHANGE EXPRESSLY PERMITTED
BY ARTICLES 121 TO 137 OF THIS TITLE TO BE MADE WITHOUT MEMBER
ACTION.
(2) THE BOARD OF DIRECTORS MAY ADOPT,
WITHOUT MEMBER ACTION, ONE OR MORE AMENDMENTS TO THE ARTICLES
OF INCORPORATION TO CHANGE THE CORPORATE NAME, IF NECESSARY, IN
CONNECTION WITH THE REINSTATEMENT OF A NONPROFIT CORPORATION PURSUANT
TO SECTION 7134203.
(3) IF A NONPROFIT CORPORATION HAS NO
MEMBERS OR NO MEMBERS ENTITLED TO VOTE ON AMENDMENTS OR NO MEMBERS
YET ADMITTED TO MEMBERSHIP, ITS INCORPORATORS, UNTIL DIRECTORS
HAVE BEEN CHOSEN, AND THEREAFTER ITS BOARD OF DIRECTORS, MAY ADOPT
ONE OR MORE AMENDMENTS TO THE NONPROFIT CORPORATION'S ARTICLES
OF INCORPORATION SUBJECT TO ANY APPROVAL REQUIRED PURSUANT TO
SECTION 7130301. THE NONPROFIT CORPORATION SHALL PROVIDE
NOTICE OF ANY MEETING AT WHICH AN AMENDMENT IS TO BE VOTED UPON.
THE NOTICE SHALL BE IN ACCORDANCE WITH SECTION 7128203.
THE NOTICE SHALL ALSO STATE THAT THE PURPOSE, OR ONE OF THE PURPOSES,
OF THE MEETING IS TO CONSIDER A PROPOSED AMENDMENT TO THE ARTICLES
OF INCORPORATION AND CONTAIN OR BE ACCOMPANIED BY A COPY OR SUMMARY
OF THE AMENDMENT OR STATE THE GENERAL NATURE OF THE AMENDMENT.
THE AMENDMENT SHALL BE APPROVED BY A MAJORITY OF THE DIRECTORS
IN OFFICE AT THE TIME THE AMENDMENT IS ADOPTED.
7130103. Amendment of articles
of incorporation by board of directors and members.
(1) UNLESS ARTICLES 121 TO 137 OF THIS TITLE, THE ARTICLES
OF INCORPORATION, THE BYLAWS, OR THE MEMBERS OR THE BOARD OF DIRECTORS
ACTING PURSUANT TO SUBSECTION (5) OF THIS SECTION REQUIRE A DIFFERENT
VOTE OR VOTING BY CLASS, THE BOARD OF DIRECTORS OR THE MEMBERS
REPRESENTING AT LEAST TEN PERCENT OF ALL OF THE VOTES ENTITLED
TO BE CAST ON THE AMENDMENT MAY PROPOSE AN AMENDMENT TO THE ARTICLES
OF INCORPORATION OR THE BYLAWS FOR SUBMISSION TO THE MEMBERS.
(2) FOR AN AMENDMENT TO THE ARTICLES OF
INCORPORATION TO BE ADOPTED PURSUANT TO SUBSECTION (1) OF THIS
SECTION:
(a) THE BOARD OF DIRECTORS SHALL RECOMMEND
THE AMENDMENT TO THE MEMBERS UNLESS THE AMENDMENT IS PROPOSED
BY MEMBERS OR UNLESS THE BOARD OF DIRECTORS DETERMINES THAT, BECAUSE
OF CONFLICT OF INTEREST OR OTHER SPECIAL CIRCUMSTANCES, IT SHOULD
MAKE NO RECOMMENDATION AND COMMUNICATES THE BASIS FOR ITS DETERMINATION
TO THE MEMBERS WITH THE AMENDMENT; AND
(b) THE MEMBERS ENTITLED TO VOTE ON THE
AMENDMENT SHALL APPROVE THE AMENDMENT AS PROVIDED IN SUBSECTION
(5) OF THIS SECTION.
(3) THE PROPOSING BOARD OF DIRECTORS OR
THE PROPOSING MEMBERS MAY CONDITION THE EFFECTIVENESS OF THE AMENDMENT
ON ANY BASIS.
(4) THE NONPROFIT CORPORATION SHALL GIVE
NOTICE, IN ACCORDANCE WITH SECTION 7127104, TO EACH
MEMBER ENTITLED TO VOTE ON THE AMENDMENT OF THE MEMBER'S MEETING
AT WHICH THE AMENDMENT WILL BE VOTED UPON. THE NOTICE OF THE MEETING
SHALL STATE THAT THE PURPOSE, OR ONE OF THE PURPOSES, OF THE MEETING
IS TO CONSIDER THE AMENDMENT, AND THE NOTICE SHALL CONTAIN OR
BE ACCOMPANIED BY A COPY OR A SUMMARY OF THE AMENDMENT.
(5) UNLESS ARTICLES 121 TO 137 OF THIS
TITLE, THE ARTICLES OF INCORPORATION, BYLAWS ADOPTED BY THE MEMBERS,
OR THE PROPOSING BOARD OF DIRECTORS OR THE PROPOSING MEMBERS ACTING
PURSUANT TO SUBSECTION (3) OF THIS SECTION REQUIRE A GREATER VOTE,
THE AMENDMENT SHALL BE APPROVED BY THE VOTES REQUIRED BY SECTIONS
7127205 AND 7127206 BY EVERY VOTING GROUP
ENTITLED TO VOTE ON THE AMENDMENT.
(6) IF THE BOARD OF DIRECTORS OR THE MEMBERS
SEEK TO HAVE THE AMENDMENT APPROVED BY THE MEMBERS BY WRITTEN
CONSENT, THE MATERIAL SOLICITING THE APPROVAL SHALL CONTAIN OR
BE ACCOMPANIED BY A COPY OR SUMMARY OF THE AMENDMENT.
7130104. Voting on amendments
of articles of incorporation by voting groups.
(1) UNLESS OTHERWISE PROVIDED BY ARTICLES 121 TO 137
OF THIS TITLE OR THE ARTICLES OF INCORPORATION, IF MEMBERSHIP
VOTING IS OTHERWISE REQUIRED BY ARTICLES 121 TO 137 OF THIS TITLE,
THE MEMBERS OF A CLASS WHO ARE ENTITLED TO VOTE ARE ENTITLED TO
VOTE AS A SEPARATE VOTING GROUP ON AN AMENDMENT TO THE ARTICLES
OF INCORPORATION IF THE AMENDMENT WOULD:
(a) AFFECT THE RIGHTS, PRIVILEGES, PREFERENCES,
RESTRICTIONS, OR CONDITIONS OF THAT CLASS AS TO VOTING, DISSOLUTION,
REDEMPTION, OR TRANSFER OF MEMBERSHIPS IN A MANNER DIFFERENT THAN
SUCH AMENDMENT WOULD AFFECT ANOTHER CLASS;
(b) CHANGE THE RIGHTS, PRIVILEGES, PREFERENCES,
RESTRICTIONS, OR CONDITIONS OF THAT CLASS AS TO VOTING, DISSOLUTION,
REDEMPTION, OR TRANSFER BY CHANGING THE RIGHTS, PRIVILEGES, PREFERENCES,
RESTRICTIONS, OR CONDITIONS OF ANOTHER CLASS;
(c) INCREASE OR DECREASE THE NUMBER OF
MEMBERSHIPS AUTHORIZED FOR THAT CLASS;
(d) INCREASE THE NUMBER OF MEMBERSHIPS
AUTHORIZED FOR ANOTHER CLASS;
(e) EFFECT AN EXCHANGE, RECLASSIFICATION,
OR TERMINATION OF THE MEMBERSHIPS OF THAT CLASS; OR
(f) AUTHORIZE A NEW CLASS OF MEMBERSHIPS.
(2) IF A CLASS IS TO BE DIVIDED INTO TWO
OR MORE CLASSES AS A RESULT OF AN AMENDMENT TO THE ARTICLES OF
INCORPORATION, THE AMENDMENT SHALL BE APPROVED BY THE MEMBERS
OF EACH CLASS THAT WOULD BE CREATED BY THE AMENDMENT.
7130105. Articles of amendment
to articles of incorporation. (1) A
NONPROFIT CORPORATION AMENDING ITS ARTICLES OF INCORPORATION SHALL
DELIVER TO THE SECRETARY OF STATE FOR FILING ARTICLES OF AMENDMENT
SETTING FORTH:
(a) THE NAME OF THE NONPROFIT CORPORATION;
(b) THE TEXT OF EACH AMENDMENT ADOPTED;
(c) THE DATE OF EACH AMENDMENT'S ADOPTION;
(d) IF THE AMENDMENT WAS ADOPTED BY THE
BOARD OF DIRECTORS OR INCORPORATORS WITHOUT MEMBER ACTION, A STATEMENT
TO THAT EFFECT AND THAT MEMBER ACTION WAS NOT REQUIRED;
(e) IF THE AMENDMENT WAS ADOPTED BY THE
MEMBERS, A STATEMENT THAT THE NUMBER OF VOTES CAST FOR THE AMENDMENT
BY EACH VOTING GROUP ENTITLED TO VOTE SEPARATELY ON THE AMENDMENT
WAS SUFFICIENT FOR APPROVAL BY THAT VOTING GROUP; AND
(f) IF APPROVAL OF THE AMENDMENT BY SOME
PERSON OR PERSONS OTHER THAN THE MEMBERS, THE BOARD OF DIRECTORS,
OR THE INCORPORATORS IS REQUIRED PURSUANT TO SECTION 7130301,
A STATEMENT THAT THE APPROVAL WAS OBTAINED.
7130106. Restated articles
of incorporation. (1) THE BOARD
OF DIRECTORS MAY RESTATE THE ARTICLES OF INCORPORATION AT ANY
TIME WITH OR WITHOUT MEMBER ACTION. IF THE NONPROFIT CORPORATION
HAS NO MEMBERS AND NO DIRECTORS HAVE BEEN ELECTED, ITS INCORPORATORS
MAY RESTATE THE ARTICLES OF INCORPORATION AT ANY TIME.
(2) THE RESTATEMENT MAY INCLUDE ONE OR
MORE AMENDMENTS TO THE ARTICLES OF INCORPORATION. IF THE RESTATEMENT
INCLUDES AN AMENDMENT REQUIRING MEMBER APPROVAL, IT SHALL BE ADOPTED
AS PROVIDED IN SECTION 7130103.
(3) IF THE BOARD OF DIRECTORS SUBMITS
A RESTATEMENT FOR MEMBER ACTION THE NONPROFIT CORPORATION SHALL
GIVE NOTICE, IN ACCORDANCE WITH SECTION 7127104, TO
EACH MEMBER ENTITLED TO VOTE ON THE RESTATEMENT OF THE MEMBER'S
MEETING AT WHICH THE RESTATEMENT WILL BE VOTED UPON. THE NOTICE
SHALL STATE THAT THE PURPOSE, OR ONE OF THE PURPOSES, OF THE MEETING
IS TO CONSIDER THE RESTATEMENT, AND THE NOTICE SHALL CONTAIN OR
BE ACCOMPANIED BY A COPY OF THE RESTATEMENT THAT IDENTIFIES ANY
AMENDMENT OR OTHER CHANGE IT WOULD MAKE IN THE ARTICLES OF INCORPORATION.
(4) A NONPROFIT CORPORATION RESTATING
ITS ARTICLES OF INCORPORATION SHALL DELIVER TO THE SECRETARY OF
STATE FOR FILING ARTICLES OF RESTATEMENT SETTING FORTH:
(a) THE NAME OF THE NONPROFIT CORPORATION;
(b) THE TEXT OF THE RESTATED ARTICLES
OF INCORPORATION;
(c) IF THE RESTATEMENT CONTAINS AN AMENDMENT
TO THE ARTICLES OF INCORPORATION THAT WAS ADOPTED BY THE MEMBERS,
THE INFORMATION REQUIRED BY SECTION 7130105 (1) (e);
AND
(d) IF THE RESTATEMENT WAS ADOPTED BY
THE BOARD OF DIRECTORS OR INCORPORATORS WITHOUT MEMBER ACTION,
A STATEMENT TO THAT EFFECT AND THAT MEMBER ACTION WAS NOT REQUIRED.
(5) UPON FILING BY THE SECRETARY OF STATE
OR AT ANY LATER EFFECTIVE DATE DETERMINED PURSUANT TO SECTION
7121204, RESTATED ARTICLES OF INCORPORATION SUPERSEDE
THE ORIGINAL ARTICLES OF INCORPORATION AND ALL PRIOR AMENDMENTS
TO THEM.
7130107. Amendment of articles
of incorporation pursuant to reorganization.
(1) ARTICLES OF INCORPORATION MAY BE AMENDED, WITHOUT
ACTION BY THE BOARD OF DIRECTORS OR MEMBERS, TO CARRY OUT A PLAN
OF REORGANIZATION ORDERED OR DECREED BY A COURT OF COMPETENT JURISDICTION
UNDER A STATUTE OF THIS STATE OR OF THE UNITED STATES IF THE ARTICLES
OF INCORPORATION AFTER AMENDMENT CONTAIN ONLY PROVISIONS REQUIRED
OR PERMITTED BY SECTION 7122102.
(2) FOR AN AMENDMENT TO THE ARTICLES OF
INCORPORATION TO BE MADE PURSUANT TO SUBSECTION (1) OF THIS SECTION,
AN INDIVIDUAL OR INDIVIDUALS DESIGNATED BY THE COURT SHALL DELIVER
TO THE SECRETARY OF STATE FOR FILING ARTICLES OF AMENDMENT SETTING
FORTH:
(a) THE NAME OF THE NONPROFIT CORPORATION;
(b) THE TEXT OF EACH AMENDMENT APPROVED
BY THE COURT;
(c) THE DATE OF THE COURT'S ORDER OR DECREE
APPROVING THE ARTICLES OF AMENDMENT;
(d) THE TITLE OF THE REORGANIZATION PROCEEDING
IN WHICH THE ORDER OR DECREE WAS ENTERED; AND
(e) A STATEMENT THAT THE COURT HAD JURISDICTION
OF THE PROCEEDING UNDER A SPECIFIED STATUTE OF THIS STATE OR OF
THE UNITED STATES.
(3) THIS SECTION DOES NOT APPLY AFTER
ENTRY OF A FINAL DECREE IN THE REORGANIZATION PROCEEDING EVEN
THOUGH THE COURT RETAINS JURISDICTION OF THE PROCEEDING FOR LIMITED
PURPOSES UNRELATED TO CONSUMMATION OF THE REORGANIZATION PLAN.
7130108. Effect of amendment
of articles of incorporation. AN AMENDMENT
TO THE ARTICLES OF INCORPORATION DOES NOT AFFECT ANY EXISTING
RIGHT OF PERSONS OTHER THAN MEMBERS, ANY CAUSE OF ACTION EXISTING
AGAINST OR IN FAVOR OF THE NONPROFIT CORPORATION, OR ANY PROCEEDING
TO WHICH THE NONPROFIT CORPORATION IS A PARTY. AN AMENDMENT CHANGING
A NONPROFIT CORPORATION'S CORPORATE NAME DOES NOT ABATE A PROCEEDING
BROUGHT BY OR AGAINST A NONPROFIT CORPORATION IN ITS FORMER CORPORATE
NAME.
PART 2
AMENDMENT OF BYLAWS
7130201. Amendment of bylaws
by board of directors or members. (1) THE
BOARD OF DIRECTORS MAY AMEND THE BYLAWS AT ANY TIME TO ADD, CHANGE,
OR DELETE A PROVISION, UNLESS:
(a) ARTICLES 121 TO 137 OF THIS TITLE OR THE ARTICLES OF INCORPORATION RESERVE SUCH POWER EXCLUSIVELY TO THE MEMBERS IN WHOLE OR PART; OR
(b) A PARTICULAR BYLAW EXPRESSLY PROHIBITS
THE BOARD OF DIRECTORS FROM DOING SO; OR
(c) IT WOULD RESULT IN A CHANGE OF THE
RIGHTS, PRIVILEGES, PREFERENCES, RESTRICTIONS, OR CONDITIONS OF
A MEMBERSHIP CLASS AS TO VOTING, DISSOLUTION, REDEMPTION, OR TRANSFER
BY CHANGING THE RIGHTS, PRIVILEGES, PREFERENCES, RESTRICTIONS,
OR CONDITIONS OF ANOTHER CLASS.
(2) THE MEMBERS MAY AMEND THE BYLAWS EVEN
THOUGH THE BYLAWS MAY ALSO BE AMENDED BY THE BOARD OF DIRECTORS.
IN SUCH INSTANCE, THE ACTION SHALL BE SUBJECT TO THE REQUIREMENTS
OF SECTIONS 7130103 AND 7130104.
7130202. Bylaw changing
quorum or voting requirement for members.
(1) IF AUTHORIZED BY THE ARTICLES OF INCORPORATION,
THE MEMBERS MAY AMEND THE BYLAWS TO FIX A GREATER QUORUM OR VOTING
REQUIREMENT FOR MEMBERS, OR VOTING GROUPS OF MEMBERS, THAN IS
REQUIRED BY ARTICLES 121 TO 137 OF THIS TITLE. AN AMENDMENT TO
THE BYLAWS TO ADD, CHANGE, OR DELETE A GREATER QUORUM OR VOTING
REQUIREMENT FOR MEMBERS 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 ARE GREATER.
(2) A BYLAW THAT FIXES A GREATER QUORUM
OR VOTING REQUIREMENT FOR MEMBERS UNDER SUBSECTION (1) OF THIS
SECTION SHALL NOT BE AMENDED BY THE BOARD OF DIRECTORS.
7130203. Bylaw changing
quorum or voting requirement for directors.
(1) A BYLAW THAT FIXES A GREATER QUORUM OR VOTING REQUIREMENT
FOR THE BOARD OF DIRECTORS MAY BE AMENDED:
(a) IF ADOPTED BY THE MEMBERS, ONLY BY
THE MEMBERS; OR
(b) IF ADOPTED BY THE BOARD OF DIRECTORS,
EITHER BY THE MEMBERS OR BY THE BOARD OF DIRECTORS.
(2) A BYLAW ADOPTED OR AMENDED BY THE
MEMBERS THAT FIXES A GREATER QUORUM OR VOTING REQUIREMENT FOR
THE BOARD OF DIRECTORS MAY PROVIDE THAT IT MAY BE AMENDED ONLY
BY A SPECIFIED VOTE OF EITHER THE MEMBERS OR THE BOARD OF DIRECTORS.
(3) ACTION BY THE BOARD OF DIRECTORS UNDER
PARAGRAPH (b) OF SUBSECTION (1) OF THIS SECTION TO ADOPT OR AMEND
A BYLAW THAT CHANGES THE QUORUM OR VOTING REQUIREMENT FOR THE
BOARD OF DIRECTORS SHALL MEET THE SAME QUORUM REQUIREMENT AND
BE ADOPTED BY THE SAME VOTE REQUIRED TO TAKE ACTION UNDER THE
QUORUM AND VOTING REQUIREMENT THEN IN EFFECT OR PROPOSED TO BE
ADOPTED, WHICHEVER IS GREATER.
PART 3
APPROVAL BY THIRD PERSONS AND
TERMINATING MEMBERS OR REDEEMING OR
CANCELING MEMBERSHIPS
7130301. Approval by third
persons. THE ARTICLES OF INCORPORATION
MAY REQUIRE AN AMENDMENT TO THE ARTICLES OF INCORPORATION OR BYLAWS
TO BE APPROVED IN WRITING BY A SPECIFIED PERSON OR PERSONS OTHER
THAN THE BOARD OF DIRECTORS. SUCH A PROVISION MAY ONLY BE AMENDED
WITH THE APPROVAL IN WRITING OF SUCH PERSON OR PERSONS.
7130302. Amendment terminating
members or redeeming or canceling memberships.
(1) ANY AMENDMENT TO THE ARTICLES OF INCORPORATION
OR BYLAWS OF A NONPROFIT CORPORATION THAT WOULD TERMINATE ALL
MEMBERS OR ANY CLASS OF MEMBERS OR REDEEM OR CANCEL ALL MEMBERSHIPS
OR ANY CLASS OF MEMBERSHIPS SHALL MEET THE REQUIREMENTS OF ARTICLES
121 TO 137 OF THIS TITLE AND THIS SECTION.
(2) BEFORE ADOPTING A RESOLUTION PROPOSING
AN AMENDMENT AS DESCRIBED IN SUBSECTION (1) OF THIS SECTION, THE
BOARD OF DIRECTORS OF A NONPROFIT CORPORATION SHALL GIVE NOTICE
OF THE GENERAL NATURE OF THE AMENDMENT TO THE MEMBERS.
ARTICLE 131
Merger
7131101. Merger.
(1) ONE OR MORE NONPROFIT CORPORATIONS MAY MERGE INTO
ANOTHER NONPROFIT CORPORATION IF THE BOARD OF DIRECTORS OF EACH
NONPROFIT CORPORATION ADOPTS A PLAN OF MERGER AND THE MEMBERS
ENTITLED TO VOTE THEREON, IF ANY, OF THE NONPROFIT CORPORATION,
IF REQUIRED BY SECTION 7131102, APPROVE THE PLAN OF
MERGER.
(2) THE PLAN OF MERGER REQUIRED BY SUBSECTION
(1) OF THIS SECTION SHALL SET FORTH:
(a) THE NAME OF EACH NONPROFIT CORPORATION
PLANNING TO MERGE AND THE NAME OF THE SURVIVING NONPROFIT CORPORATION
INTO WHICH EACH NONPROFIT CORPORATION PLANS TO MERGE;
(b) THE TERMS AND CONDITIONS OF THE MERGER;
(c) THE MANNER AND BASIS OF CONVERTING
THE MEMBERSHIPS OF EACH NONPROFIT CORPORATION, IF ANY, INTO MEMBERSHIPS,
OBLIGATIONS, OR OTHER INTERESTS OF THE SURVIVING NONPROFIT CORPORATION
OR ANY OTHER ENTITY OR INTO MONEY OR OTHER PROPERTY IN WHOLE OR
PART; AND
(d) ANY AMENDMENTS TO THE ARTICLES OF
INCORPORATION OF THE SURVIVING NONPROFIT CORPORATION TO BE EFFECTED
BY THE MERGER.
(3) THE PLAN OF MERGER MAY SET FORTH OTHER
PROVISIONS RELATING TO THE MERGER.
7131102. Action on plan
of merger. (1) AFTER ADOPTING
THE PLAN OF MERGER, THE BOARD OF DIRECTORS OF EACH NONPROFIT CORPORATION
THAT IS A PARTY TO THE MERGER SHALL ALSO SUBMIT THE PLAN OF MERGER
TO ITS MEMBERS, IF ANY ARE ENTITLED TO VOTE THEREON, FOR APPROVAL.
(2) IF THE NONPROFIT CORPORATION DOES
HAVE MEMBERS ENTITLED TO VOTE WITH RESPECT TO THE APPROVAL OF
A PLAN OF MERGER, A PLAN OF MERGER IS APPROVED BY THE MEMBERS
IF:
(a) THE BOARD OF DIRECTORS RECOMMENDS
THE PLAN OF MERGER TO THE MEMBERS ENTITLED TO VOTE THEREON UNLESS
THE BOARD OF DIRECTORS DETERMINES THAT, BECAUSE OF CONFLICT OF
INTEREST OR OTHER SPECIAL CIRCUMSTANCES, IT SHOULD MAKE NO RECOMMENDATION
AND COMMUNICATES THE BASIS FOR ITS DETERMINATION TO THE MEMBERS
WITH THE PLAN; AND
(b) THE MEMBERS ENTITLED TO VOTE ON THE
PLAN OF MERGER APPROVE THE PLAN AS PROVIDED IN SUBSECTION (7)
OF THIS SECTION.
(3) AFTER ADOPTING THE PLAN OF MERGER,
THE BOARD OF DIRECTORS OF EACH NONPROFIT CORPORATION PARTY TO
THE MERGER SHALL SUBMIT THE PLAN OF MERGER FOR WRITTEN APPROVAL
BY ANY PERSON OR PERSONS WHOSE APPROVAL IS REQUIRED BY A PROVISION
OF THE ARTICLES OF INCORPORATION OF THE NONPROFIT CORPORATION
AND AS RECOGNIZED BY SECTION 7130301 FOR AN AMENDMENT
TO THE ARTICLES OF INCORPORATION OR BYLAWS.
(4) IF THE NONPROFIT CORPORATION DOES
NOT HAVE MEMBERS ENTITLED TO VOTE ON A MERGER, THE MERGER SHALL
BE APPROVED AND ADOPTED BY A MAJORITY OF THE DIRECTORS ELECTED
AND IN OFFICE AT THE TIME THE PLAN OF MERGER IS CONSIDERED BY
THE BOARD OF DIRECTORS. IN ADDITION, THE NONPROFIT CORPORATION
SHALL PROVIDE NOTICE OF ANY MEETING OF THE BOARD OF DIRECTORS
AT WHICH SUCH APPROVAL IS TO BE OBTAINED IN ACCORDANCE WITH SECTION
7128203. THE NOTICE SHALL ALSO STATE THAT THE PURPOSE,
OR ONE OF THE PURPOSES, OF THE MEETING IS TO CONSIDER THE PROPOSED
MERGER.
(5) THE BOARD OF DIRECTORS MAY CONDITION
THE EFFECTIVENESS OF THE PLAN OF MERGER ON ANY BASIS.
(6) THE NONPROFIT CORPORATION SHALL GIVE
NOTICE, IN ACCORDANCE WITH SECTION 7127104, TO EACH
MEMBER ENTITLED TO VOTE ON THE PLAN OF MERGER OF THE MEMBERS'
MEETING AT WHICH THE PLAN WILL BE VOTED ON. THE NOTICE SHALL STATE
THAT THE PURPOSE, OR ONE OF THE PURPOSES, OF THE MEETING IS TO
CONSIDER THE PLAN OF MERGER, AND THE NOTICE SHALL CONTAIN OR BE
ACCOMPANIED BY A COPY OF THE PLAN OR A SUMMARY THEREOF.
(7) UNLESS ARTICLES 121 TO 137 OF THIS
TITLE, THE ARTICLES OF INCORPORATION, BYLAWS ADOPTED BY THE MEMBERS,
OR THE BOARD OF DIRECTORS ACTING PURSUANT TO SUBSECTION (5) OF
THIS SECTION REQUIRE A GREATER VOTE, THE PLAN OF MERGER SHALL
BE APPROVED BY THE VOTES REQUIRED BY SECTIONS 7127205
AND 7127206 BY EVERY VOTING GROUP ENTITLED TO VOTE
ON THE PLAN OF MERGER.
(8) SEPARATE VOTING BY VOTING GROUPS IS
REQUIRED ON A PLAN OF MERGER IF THE PLAN CONTAINS A PROVISION
THAT, IF CONTAINED IN AN AMENDMENT TO THE ARTICLES OF INCORPORATION,
WOULD REQUIRE ACTION BY ONE OR MORE SEPARATE VOTING GROUPS ON
THE AMENDMENT.
7131103. Articles of merger.
(1) AFTER A PLAN OF MERGER IS APPROVED, PURSUANT TO
SECTION 7131102, THE SURVIVING NONPROFIT CORPORATION
SHALL DELIVER TO THE SECRETARY OF STATE FOR FILING, ARTICLES OF
MERGER SETTING FORTH:
(a) THE PLAN OF MERGER;
(b) IF MEMBER APPROVAL WAS NOT REQUIRED,
A STATEMENT TO THAT EFFECT AND A STATEMENT THAT THE PLAN WAS APPROVED
BY A SUFFICIENT VOTE OF THE BOARD OF DIRECTORS OF THE NONPROFIT
CORPORATION;
(c) IF APPROVAL OF THE MEMBERS OF ONE
OR MORE NONPROFIT CORPORATIONS PARTY TO THE MERGER WAS REQUIRED,
A STATEMENT THAT THE NUMBER OF VOTES CAST FOR THE PLAN BY EACH
VOTING GROUP ENTITLED TO VOTE SEPARATELY ON THE MERGER WAS SUFFICIENT
FOR APPROVAL BY THAT VOTING GROUP;
(d) IF APPROVAL OF THE PLAN BY SOME PERSON
OR PERSONS OTHER THAN THE MEMBERS OR THE BOARD OF DIRECTORS IS
REQUIRED PURSUANT TO SECTION 7131102 (3), A STATEMENT
THAT SUCH APPROVAL WAS OBTAINED.
(2) A MERGER TAKES EFFECT UPON THE EFFECTIVE
DATE STATED IN THE ARTICLES OF MERGER OR, IF EARLIER, ON THE NINETIETH
DAY AFTER THE ARTICLES OF MERGER ARE FILED BY THE SECRETARY OF
STATE.
(3) ARTICLES OF MERGER SHALL BE EXECUTED
BY EACH PARTY TO THE MERGER.
7131104. Effect of merger.
(1) WHEN A MERGER TAKES EFFECT:
(a) EVERY OTHER NONPROFIT CORPORATION
PARTY TO THE MERGER MERGES INTO THE SURVIVING NONPROFIT CORPORATION
AND THE SEPARATE EXISTENCE OF EVERY NONPROFIT CORPORATION PARTY
TO THE MERGER EXCEPT THE SURVIVING NONPROFIT CORPORATION CEASES;
(b) THE TITLE TO ALL REAL ESTATE AND OTHER
PROPERTY OWNED BY EACH OTHER NONPROFIT CORPORATION PARTY TO THE
MERGER IS TRANSFERRED TO AND VESTED IN THE SURVIVING NONPROFIT
CORPORATION WITHOUT REVERSION OR IMPAIRMENT; AND SUCH TRANSFER
TO AND VESTING IN THE SURVIVING NONPROFIT CORPORATION SHALL BE
DEEMED TO OCCUR BY OPERATION OF LAW, AND NO CONSENT OR APPROVAL
OF ANY OTHER PERSON SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH
TRANSFER OR VESTING UNLESS SUCH CONSENT OR APPROVAL IS SPECIFICALLY
REQUIRED IN THE EVENT OF MERGER BY LAW OR BY EXPRESS PROVISION
IN ANY CONTRACT, AGREEMENT, DECREE, ORDER, OR OTHER INSTRUMENT
TO WHICH ANY OF THE NONPROFIT CORPORATIONS SO MERGED IS A PARTY
OR BY WHICH IT IS BOUND;
(c) THE SURVIVING NONPROFIT CORPORATION
HAS ALL LIABILITIES OF EACH NONPROFIT CORPORATION PARTY TO THE
MERGER;
(d) A PROCEEDING PENDING BY OR AGAINST
ANY NONPROFIT CORPORATION PARTY TO THE MERGER MAY BE CONTINUED
AS IF THE MERGER DID NOT OCCUR OR THE SURVIVING NONPROFIT CORPORATION
MAY BE SUBSTITUTED IN THE PROCEEDING FOR THE NONPROFIT CORPORATION
WHOSE EXISTENCE CEASED;
(e) THE ARTICLES OF INCORPORATION OF THE
SURVIVING NONPROFIT CORPORATION ARE AMENDED TO THE EXTENT PROVIDED
IN THE PLAN OF MERGER; AND
(f) THE MEMBERSHIPS OF EACH NONPROFIT
CORPORATION PARTY TO THE MERGER THAT ARE TO BE CONVERTED INTO
MEMBERSHIPS, OBLIGATIONS, OR OTHER INTERESTS OF THE SURVIVING
NONPROFIT CORPORATION OR INTO MONEY OR OTHER PROPERTY ARE CONVERTED,
AND THE FORMER HOLDERS OF THE MEMBERSHIPS ARE ENTITLED ONLY TO
THE RIGHTS PROVIDED IN THE ARTICLES OF MERGER.
7131105. Merger with foreign
nonprofit corporation. (1) ONE
OR MORE DOMESTIC NONPROFIT CORPORATIONS MAY MERGE WITH ONE OR
MORE FOREIGN NONPROFIT CORPORATIONS IF:
(a) THE MERGER IS PERMITTED BY THE LAW
OF THE STATE OR COUNTRY UNDER WHOSE LAW EACH FOREIGN NONPROFIT
CORPORATION IS INCORPORATED;
(b) EACH FOREIGN NONPROFIT CORPORATION COMPLIES WITH THE PROVISIONS OF SUCH LAW IN EFFECTING THE MERGER;
(c) THE FOREIGN NONPROFIT CORPORATION
COMPLIES WITH SECTION 7131103, IF IT IS THE SURVIVING
NONPROFIT CORPORATION OF THE MERGER AND PROVIDES, IN ADDITION
TO THE INFORMATION REQUIRED BY SUCH SECTION, THE ADDRESS OF ITS
PRINCIPAL OFFICE; AND
(d) EACH DOMESTIC NONPROFIT CORPORATION
COMPLIES WITH THE APPLICABLE PROVISIONS OF SECTIONS 7131101
AND 7131102 AND, IF IT IS THE SURVIVING NONPROFIT
CORPORATION OF THE MERGER, WITH SECTION 7131103.
(2) UPON THE MERGER TAKING EFFECT, THE
SURVIVING FOREIGN NONPROFIT CORPORATION OF A MERGER:
(a) SHALL EITHER:
(I) MAINTAIN A REGISTERED AGENT TO ACCEPT
SERVICE IN ANY PROCEEDING BASED ON A CAUSE OF ACTION ARISING WITH
RESPECT TO ANY DOMESTIC NONPROFIT CORPORATION THAT IS MERGED INTO
THE FOREIGN NONPROFIT CORPORATION; OR
(II) BE DEEMED TO HAVE AUTHORIZED SERVICE
OF PROCESS ON IT IN CONNECTION WITH ANY SUCH PROCEEDING BY REGISTERED
OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE ADDRESS OF
ITS PRINCIPAL OFFICE AS SET FORTH IN THE ARTICLES OF MERGER OR
AS LAST CHANGED IN A NOTICE DELIVERED TO THE SECRETARY OF STATE;
(b) SHALL COMPLY WITH ARTICLE 135 OF THIS
TITLE IF IT IS TO CONDUCT AFFAIRS IN THIS STATE.
(3) SERVICE EFFECTED PURSUANT TO SUBPARAGRAPH
(II) OF PARAGRAPH (a) OF SUBSECTION (2) OF THIS SECTION IS PERFECTED
AT THE EARLIEST OF:
(a) THE DATE THE FOREIGN NONPROFIT CORPORATION
RECEIVES THE PROCESS, NOTICE, OR DEMAND;
(b) THE DATE SHOWN ON THE RETURN RECEIPT,
IF SIGNED ON BEHALF OF THE FOREIGN NONPROFIT CORPORATION; OR
(c) FIVE DAYS AFTER MAILING.
(4) SUBSECTION (2) OF THIS SECTION DOES
NOT PRESCRIBE THE ONLY MEANS, OR NECESSARILY THE REQUIRED MEANS,
OF SERVING A SURVIVING FOREIGN NONPROFIT CORPORATION OF A MERGER.
Sale of Property
7132101. Sale of property.
(1) UNLESS THE BYLAWS OTHERWISE PROVIDE, A NONPROFIT
CORPORATION MAY, AS AUTHORIZED BY THE BOARD OF DIRECTORS:
(a) SELL, LEASE, EXCHANGE, OR OTHERWISE
DISPOSE OF ALL OR SUBSTANTIALLY ALL OF ITS PROPERTY IN THE USUAL
AND REGULAR COURSE OF BUSINESS;
(b) MORTGAGE, PLEDGE, DEDICATE TO THE
REPAYMENT OF INDEBTEDNESS, WHETHER WITH OR WITHOUT RECOURSE, OR
OTHERWISE ENCUMBER ALL OR SUBSTANTIALLY ALL OF ITS PROPERTY WHETHER
OR NOT IN THE USUAL AND REGULAR COURSE OF BUSINESS.
(2) UNLESS OTHERWISE PROVIDED IN THE BYLAWS,
APPROVAL BY THE MEMBERS OF A TRANSACTION DESCRIBED IN THIS SECTION
IS NOT REQUIRED.
7132102. Sale of property other than in regular course of activities. (1) A NONPROFIT CORPORATION MAY SELL, LEASE, EXCHANGE, OR OTHERWISE DISPOSE OF ALL, OR SUBSTANTIALLY ALL, OF ITS PROPERTY, WITH OR WITHOUT ITS GOOD WILL, OTHER THAN IN THE USUAL AND REGULAR COURSE OF BUSINESS ON THE TERMS AND CONDITIONS AND FOR THE CONSIDERATION DETERMINED BY THE BOARD OF DIRECTORS, IF THE BOARD OF DIRECTORS PROPOSES AND THE MEMBERS ENTITLED TO VOTE THEREON APPROVE THE TRANSACTION. A SALE, LEASE, EXCHANGE, OR OTHER DISPOSITION OF ALL, OR SUBSTANTIALLY ALL, OF THE PROPERTY OF A NONPROFIT CORPORATION, WITH OR WITHOUT ITS GOOD WILL, IN CONNECTION WITH ITS DISSOLUTION, OTHER THAN IN THE USUAL AND REGULAR COURSE OF BUSINESS, AND OTHER THAN PURSUANT TO A COURT ORDER, SHALL BE SUBJECT TO THE REQUIREMENTS OF THIS SECTION; BUT A SALE, LEASE, EXCHANGE, OR OTHER DISPOSITION OF ALL, OR SUBSTANTIALLY ALL, OF THE PROPERTY OF A NONPROFIT CORPORATION, WITH OR WITHOUT ITS GOOD WILL, PURSUANT TO A COURT ORDER SHALL NOT BE SUBJECT TO THE REQUIREMENTS OF THIS SECTION.
(2) IF A NONPROFIT CORPORATION IS ENTITLED
TO VOTE OR OTHERWISE CONSENT, OTHER THAN IN THE USUAL AND REGULAR
COURSE OF ITS BUSINESS, WITH RESPECT TO THE SALE, LEASE, EXCHANGE,
OR OTHER DISPOSITION OF ALL, OR SUBSTANTIALLY ALL, OF THE PROPERTY
WITH OR WITHOUT THE GOOD WILL OF ANOTHER ENTITY WHICH IT CONTROLS,
AND IF THE PROPERTY INTERESTS HELD BY THE NONPROFIT CORPORATION
IN SUCH OTHER ENTITY CONSTITUTE ALL, OR SUBSTANTIALLY ALL, OF
THE PROPERTY OF THE NONPROFIT CORPORATION, THEN THE NONPROFIT
CORPORATION SHALL CONSENT TO SUCH TRANSACTION ONLY IF THE BOARD
OF DIRECTORS PROPOSES AND THE MEMBERS, IF ANY ARE ENTITLED TO
VOTE THEREON, APPROVE THE GIVING OF CONSENT.
(3) FOR A TRANSACTION DESCRIBED IN SUBSECTION
(1) OF THIS SECTION OR A CONSENT DESCRIBED IN SUBSECTION (2) OF
THIS SECTION TO BE APPROVED BY THE MEMBERS:
(a) THE BOARD OF DIRECTORS SHALL RECOMMEND
THE TRANSACTION OR THE CONSENT TO THE MEMBERS UNLESS THE BOARD
OF DIRECTORS DETERMINES THAT, BECAUSE OF CONFLICT OF INTEREST
OR OTHER SPECIAL CIRCUMSTANCES, IT SHOULD MAKE NO RECOMMENDATION
AND COMMUNICATES THE BASIS FOR ITS DETERMINATION TO THE MEMBERS
AT A MEMBERSHIP MEETING WITH THE SUBMISSION OF THE TRANSACTION
OR CONSENT; AND
(b) THE MEMBERS ENTITLED TO VOTE ON THE
TRANSACTION OR THE CONSENT SHALL APPROVE THE TRANSACTION OR THE
CONSENT AS PROVIDED IN SUBSECTION (6) OF THIS SECTION.
(4) THE BOARD OF DIRECTORS MAY CONDITION
THE EFFECTIVENESS OF THE TRANSACTION OR THE CONSENT ON ANY BASIS.
(5) THE NONPROFIT CORPORATION SHALL GIVE
NOTICE, IN ACCORDANCE WITH SECTION 7127104 TO EACH
MEMBER ENTITLED TO VOTE ON THE TRANSACTION DESCRIBED IN SUBSECTION
(1) OF THIS SECTION OR THE CONSENT DESCRIBED IN SUBSECTION (2)
OF THIS SECTION, OF THE MEMBERS' MEETING AT WHICH THE TRANSACTION
OR THE CONSENT WILL BE VOTED UPON. THE NOTICE SHALL:
(a) STATE THAT THE PURPOSE, OR ONE OF
THE PURPOSES, OF THE MEETING IS TO CONSIDER:
(I) IN THE CASE OF ACTION PURSUANT TO
SUBSECTION (1) OF THIS SECTION, THE SALE, LEASE, EXCHANGE, OR
OTHER DISPOSITION OF ALL, OR SUBSTANTIALLY ALL, OF THE PROPERTY
OF THE NONPROFIT CORPORATION; OR
(II) IN THE CASE OF ACTION PURSUANT TO
SUBSECTION (2) OF THIS SECTION, THE NONPROFIT CORPORATION'S CONSENT
TO THE SALE, LEASE, EXCHANGE, OR OTHER DISPOSITION OF ALL, OR
SUBSTANTIALLY ALL, OF THE PROPERTY OF ANOTHER ENTITY, WHICH ENTITY
SHALL BE IDENTIFIED IN THE NOTICE, PROPERTY INTERESTS OF WHICH
ARE HELD BY THE NONPROFIT CORPORATION AND CONSTITUTE ALL, OR SUBSTANTIALLY
ALL, OF THE PROPERTY OF THE NONPROFIT CORPORATION; AND
(b) CONTAIN OR BE ACCOMPANIED BY A DESCRIPTION
OF THE TRANSACTION, IN THE CASE OF ACTION PURSUANT TO SUBSECTION
(1) OF THIS SECTION, OR BY A DESCRIPTION OF THE TRANSACTION UNDERLYING
THE CONSENT, IN THE CASE OF ACTION PURSUANT TO SUBSECTION (2)
OF THIS SECTION.
(6) UNLESS ARTICLES 121 TO 137 OF THIS
TITLE, THE ARTICLES OF INCORPORATION, BYLAWS ADOPTED BY THE MEMBERS,
OR THE BOARD OF DIRECTORS ACTING PURSUANT TO SUBSECTION (4) OF
THIS SECTION REQUIRE A GREATER VOTE, THE TRANSACTION DESCRIBED
IN SUBSECTION (1) OF THIS SECTION OR THE CONSENT DESCRIBED IN
SUBSECTION (2) OF THIS SECTION SHALL BE APPROVED BY THE VOTES
REQUIRED BY SECTIONS 7127205 AND 7127206
BY EVERY VOTING GROUP ENTITLED TO VOTE ON THE TRANSACTION OR THE
CONSENT.
(7) AFTER A TRANSACTION DESCRIBED IN SUBSECTION
(1) OF THIS SECTION OR A CONSENT DESCRIBED IN SUBSECTION (2) OF
THIS SECTION IS AUTHORIZED, THE TRANSACTION MAY BE ABANDONED OR
THE CONSENT WITHHELD OR REVOKED, SUBJECT TO ANY CONTRACTUAL RIGHTS
OR OTHER LIMITATIONS ON SUCH ABANDONMENT, WITHHOLDING, OR REVOCATION,
WITHOUT FURTHER ACTION BY THE MEMBERS.
(8) A TRANSACTION THAT CONSTITUTES A DISTRIBUTION
IS GOVERNED BY ARTICLE 133 AND NOT BY THIS SECTION.
ARTICLE 133
Distributions
7133101. Distributions
prohibited. EXCEPT AS AUTHORIZED BY SECTION
7133102, A NONPROFIT CORPORATION SHALL NOT MAKE ANY
DISTRIBUTIONS.
7133102. Authorized distributions.
(1) A NONPROFIT CORPORATION MAY:
(a) MAKE DISTRIBUTIONS OF ITS INCOME OR
ASSETS TO ITS MEMBERS THAT ARE DOMESTIC OR FOREIGN NONPROFIT CORPORATIONS;
(b) PAY COMPENSATION IN A REASONABLE AMOUNT
TO ITS MEMBERS, DIRECTORS, OR OFFICERS FOR SERVICES RENDERED;
AND
(c) CONFER BENEFITS UPON ITS MEMBERS IN
CONFORMITY WITH ITS PURPOSES.
(2) NONPROFIT CORPORATIONS MAY MAKE DISTRIBUTIONS
UPON DISSOLUTION IN CONFORMITY WITH ARTICLE 134 OF THIS TITLE.
ARTICLE 134
Dissolution
PART 1
VOLUNTARY DISSOLUTION
7134101. Dissolution by
incorporators or directors if no members.
(1) IF A NONPROFIT CORPORATION HAS NO MEMBERS, A MAJORITY
OF ITS DIRECTORS OR, IF THERE ARE NO DIRECTORS, A MAJORITY OF
ITS INCORPORATORS MAY AUTHORIZE THE DISSOLUTION OF THE NONPROFIT
CORPORATION.
(2) THE INCORPORATORS OR DIRECTORS IN
APPROVING DISSOLUTION SHALL ADOPT A PLAN OF DISSOLUTION INDICATING
TO WHOM THE ASSETS OWNED OR HELD BY THE NONPROFIT CORPORATION
WILL BE DISTRIBUTED AFTER ALL CREDITORS HAVE BEEN PAID.
7134102. Dissolution by
directors and members. (1) UNLESS
OTHERWISE PROVIDED IN THE BYLAWS, DISSOLUTION OF A NONPROFIT CORPORATION
MAY BE AUTHORIZED IN THE MANNER PROVIDED IN SUBSECTION (2) OF
THIS SECTION.
(2) FOR A PROPOSAL TO DISSOLVE THE NONPROFIT
CORPORATION TO BE AUTHORIZED:
(a) THE BOARD OF DIRECTORS SHALL ADOPT
THE PROPOSAL TO DISSOLVE;
(b) THE BOARD OF DIRECTORS SHALL RECOMMEND
THE PROPOSAL TO DISSOLVE TO THE MEMBERS UNLESS THE BOARD OF DIRECTORS
DETERMINES THAT, BECAUSE OF CONFLICT OF INTEREST OR OTHER SPECIAL
CIRCUMSTANCES, IT SHOULD MAKE NO RECOMMENDATION AND COMMUNICATES
THE BASIS FOR ITS DETERMINATION TO THE MEMBERS; AND
(c) THE MEMBERS ENTITLED TO VOTE ON THE
PROPOSAL TO DISSOLVE SHALL APPROVE THE PROPOSAL TO DISSOLVE AS
PROVIDED IN SUBSECTION (5) OF THIS SECTION.
(3) THE BOARD OF DIRECTORS MAY CONDITION
THE EFFECTIVENESS OF THE DISSOLUTION, AND THE MEMBERS MAY CONDITION
THEIR APPROVAL OF THE DISSOLUTION, ON ANY BASIS.
(4) THE NONPROFIT CORPORATION SHALL GIVE
NOTICE, IN ACCORDANCE WITH SECTION 7127104, TO EACH
MEMBER ENTITLED TO VOTE ON THE PROPOSAL OF THE MEMBERS' MEETING
AT WHICH THE PROPOSAL TO DISSOLVE WILL BE VOTED ON. THE NOTICE
SHALL STATE THAT THE PURPOSE, OR ONE OF THE PURPOSES, OF THE MEETING
IS TO CONSIDER THE PROPOSAL TO DISSOLVE THE NONPROFIT CORPORATION,
AND THE NOTICE SHALL CONTAIN OR BE ACCOMPANIED BY A COPY OF THE
PROPOSAL OR A SUMMARY THEREOF.
(5) UNLESS ARTICLES 121 TO 137 OF THIS
TITLE, THE ARTICLES OF INCORPORATION, BYLAWS ADOPTED BY THE MEMBERS,
OR THE BOARD OF DIRECTORS ACTING PURSUANT TO SUBSECTION (3) OF
THIS SECTION REQUIRE A GREATER VOTE, THE PROPOSAL TO DISSOLVE
SHALL BE APPROVED BY THE VOTES REQUIRED BY SECTIONS 7127205
AND 7127206 BY EVERY VOTING GROUP ENTITLED TO VOTE
ON THE PROPOSAL TO DISSOLVE.
(6) THE PLAN OF DISSOLUTION SHALL INDICATE
TO WHOM THE ASSETS OWNED OR HELD BY THE NONPROFIT CORPORATION
WILL BE DISTRIBUTED AFTER ALL CREDITORS HAVE BEEN PAID.
7134103. Articles of dissolution.
(1) AT ANY TIME AFTER DISSOLUTION IS AUTHORIZED, THE
NONPROFIT CORPORATION MAY DISSOLVE BY DELIVERING TO THE SECRETARY
OF STATE FOR FILING ARTICLES OF DISSOLUTION SETTING FORTH:
(a) THE NAME OF THE NONPROFIT CORPORATION;
(b) THE ADDRESS OF THE NONPROFIT CORPORATION'S
PRINCIPAL OFFICE OR, IF NONE IS TO BE MAINTAINED, A STATEMENT
THAT THE NONPROFIT CORPORATION WILL NOT MAINTAIN A PRINCIPAL OFFICE,
AND, IF DIFFERENT FROM THE ADDRESS OF THE PRINCIPAL OFFICE OR
IF NO PRINCIPAL OFFICE IS TO BE MAINTAINED, THE ADDRESS TO WHICH
SERVICE OF PROCESS MAY BE MAILED PURSUANT TO SECTION 7134109;
(c) THE DATE DISSOLUTION WAS AUTHORIZED;
(d) IF DISSOLUTION WAS AUTHORIZED BY THE
DIRECTORS OR THE INCORPORATORS PURSUANT TO SECTION 7134101,
A STATEMENT TO THAT EFFECT;
(e) IF DISSOLUTION WAS APPROVED BY THE
MEMBERS PURSUANT TO SECTION 7134102, A STATEMENT THAT
THE NUMBER OF VOTES CAST FOR THE PROPOSAL TO DISSOLVE BY EACH
VOTING GROUP ENTITLED TO VOTE SEPARATELY ON THE PROPOSAL WAS SUFFICIENT
FOR APPROVAL BY THAT VOTING GROUP; AND
(f) SUCH ADDITIONAL INFORMATION AS THE
SECRETARY OF STATE DETERMINES IS NECESSARY OR APPROPRIATE.
(2) A NONPROFIT CORPORATION IS DISSOLVED
UPON THE EFFECTIVE DATE OF ITS ARTICLES OF DISSOLUTION.
(3) ARTICLES OF DISSOLUTION NEED NOT BE
FILED BY A NONPROFIT CORPORATION THAT IS DISSOLVED PURSUANT TO
SECTION 7134401.
7134104. Revocation of
dissolution. (1) A NONPROFIT
CORPORATION MAY REVOKE ITS DISSOLUTION WITHIN ONE HUNDRED TWENTY
DAYS AFTER THE EFFECTIVE DATE OF THE DISSOLUTION.
(2) REVOCATION OF DISSOLUTION SHALL BE
AUTHORIZED IN THE SAME MANNER AS THE DISSOLUTION WAS AUTHORIZED
UNLESS, IN CASE OF AUTHORIZATION PURSUANT TO SECTION 7134102,
THAT AUTHORIZATION PERMITTED REVOCATION BY ACTION OF THE BOARD
OF DIRECTORS ALONE, IN WHICH EVENT THE BOARD OF DIRECTORS MAY
REVOKE THE DISSOLUTION WITHOUT MEMBER ACTION.
(3) AFTER THE REVOCATION OF DISSOLUTION
IS AUTHORIZED, THE NONPROFIT CORPORATION MAY REVOKE THE DISSOLUTION
BY DELIVERING TO THE SECRETARY OF STATE FOR FILING, WITHIN ONE
HUNDRED TWENTY DAYS AFTER THE EFFECTIVE DATE OF DISSOLUTION, ARTICLES
OF REVOCATION OF DISSOLUTION, TOGETHER WITH A COPY OF ITS ARTICLES
OF DISSOLUTION, THAT SET FORTH:
(a) THE NAME OF THE NONPROFIT CORPORATION;
(b) THE EFFECTIVE DATE OF THE DISSOLUTION
THAT WAS REVOKED;
(c) THE DATE THAT THE REVOCATION OF DISSOLUTION
WAS AUTHORIZED;
(d) IF PURSUANT TO SUBSECTION (2) OF THIS
SECTION THE DIRECTORS OR THE INCORPORATORS REVOKED A DISSOLUTION
AUTHORIZED UNDER SECTION 7134101, A STATEMENT THAT
THE REVOCATION OF DISSOLUTION WAS AUTHORIZED BY THE DIRECTORS
OR THE INCORPORATORS, AS THE CASE MAY BE;
(e) IF PURSUANT TO SUBSECTION (2) OF THIS
SECTION THE DIRECTORS REVOKED A DISSOLUTION APPROVED BY THE MEMBERS,
A STATEMENT THAT THE REVOCATION WAS PERMITTED BY ACTION OF THE
DIRECTORS PURSUANT TO THAT APPROVAL; AND
(f) IF THE REVOCATION OF DISSOLUTION WAS
APPROVED PURSUANT TO SUBSECTION (2) OF THIS SECTION BY THE MEMBERS,
A STATEMENT THAT THE NUMBER OF VOTES CAST FOR REVOCATION OF DISSOLUTION
BY EACH VOTING GROUP ENTITLED TO VOTE SEPARATELY ON THE PROPOSAL
TO DISSOLVE WAS SUFFICIENT FOR APPROVAL BY THAT VOTING GROUP.
(4) REVOCATION OF DISSOLUTION IS EFFECTIVE
AS PROVIDED IN SECTION 7121204 (1) (a) AND NO DELAYED
EFFECTIVE DATE MAY BE SPECIFIED PURSUANT TO SECTION 7101204
(2).
(5) WHEN THE REVOCATION OF DISSOLUTION
IS EFFECTIVE, IT RELATES BACK TO AND TAKES EFFECT AS OF THE EFFECTIVE
DATE OF THE DISSOLUTION, AND THE NONPROFIT CORPORATION MAY CARRY
ON ITS ACTIVITIES AND USE ITS CORPORATE NAME AS IF DISSOLUTION
HAD NEVER OCCURRED.
7134105. Effect of dissolution.
(1) A DISSOLVED NONPROFIT CORPORATION CONTINUES ITS
CORPORATE EXISTENCE BUT MAY NOT CARRY ON ANY ACTIVITIES EXCEPT
AS IS APPROPRIATE TO WIND UP AND LIQUIDATE ITS AFFAIRS, INCLUDING:
(a) COLLECTING ITS ASSETS;
(b) RETURNING, TRANSFERRING, OR CONVEYING
ASSETS HELD BY THE NONPROFIT CORPORATION UPON A CONDITION REQUIRING
RETURN, TRANSFER, OR CONVEYANCE, WHICH CONDITION OCCURS BY REASON
OF THE DISSOLUTION, IN ACCORDANCE WITH SUCH CONDITION;
(c) TRANSFERRING, SUBJECT TO ANY CONTRACTUAL
OR LEGAL REQUIREMENTS, ITS ASSETS AS PROVIDED IN OR AUTHORIZED
BY ITS ARTICLES OF INCORPORATION OR BYLAWS;
(d) DISCHARGING OR MAKING PROVISION FOR
DISCHARGING ITS LIABILITIES;
(e) DOING EVERY OTHER ACT NECESSARY TO
WIND UP AND LIQUIDATE ITS ASSETS AND AFFAIRS.
(2) UPON DISSOLUTION OF A NONPROFIT CORPORATION
EXEMPT UNDER SECTION 501 (c) (3) OF THE INTERNAL REVENUE CODE,
OR CORRESPONDING SECTION OF ANY FUTURE FEDERAL TAX CODE, THE ASSETS
OF SUCH NONPROFIT CORPORATION SHALL BE DISTRIBUTED FOR ONE OR
MORE EXEMPT PURPOSES UNDER SAID SECTION, OR TO THE FEDERAL GOVERNMENT,
OR TO A STATE OR LOCAL GOVERNMENT, FOR A PUBLIC PURPOSE. ANY SUCH
ASSETS NOT SO DISPOSED OF SHALL BE DISPOSED OF BY THE DISTRICT
COURT FOR THE COUNTY IN WHICH THE PRINCIPAL OFFICE OF SUCH NONPROFIT
CORPORATION IS THEN LOCATED, EXCLUSIVELY FOR SUCH PURPOSES OR
TO SUCH ORGANIZATION OR ORGANIZATIONS, AS SAID COURT SHALL DETERMINE,
WHICH ARE ORGANIZED AND OPERATED EXCLUSIVELY FOR SUCH PURPOSES.
(3) DISSOLUTION OF A NONPROFIT CORPORATION
DOES NOT:
(a) TRANSFER TITLE TO THE NONPROFIT CORPORATION'S
PROPERTY;
(b) SUBJECT ITS DIRECTORS OR OFFICERS
TO STANDARDS OF CONDUCT DIFFERENT FROM THOSE PRESCRIBED IN ARTICLE
128 OF THIS TITLE;
(c) CHANGE QUORUM OR VOTING REQUIREMENTS
FOR ITS BOARD OF DIRECTORS OR MEMBERS, CHANGE PROVISIONS FOR SELECTION,
RESIGNATION, OR REMOVAL OF ITS DIRECTORS OR OFFICERS, OR BOTH,
OR CHANGE PROVISIONS FOR AMENDING ITS BYLAWS OR ITS ARTICLES OF
INCORPORATION;
(d) PREVENT COMMENCEMENT OF A PROCEEDING
BY OR AGAINST THE NONPROFIT CORPORATION IN ITS CORPORATE NAME;
OR
(e) ABATE OR SUSPEND A PROCEEDING PENDING
BY OR AGAINST THE NONPROFIT CORPORATION ON THE EFFECTIVE DATE
OF DISSOLUTION.
(4) ON AND AFTER THE EFFECTIVE DATE OF
THE DISSOLUTION, THE CORPORATE NAME OF A DISSOLVED NONPROFIT CORPORATION
SHALL INCLUDE THE WORDS "A DISSOLVED COLORADO NONPROFIT CORPORATION"
AND THE YEAR OF DISSOLUTION.
7134106. Disposition of
known claims by notification. (1) A
DISSOLVED NONPROFIT CORPORATION SHALL DISPOSE OF THE KNOWN CLAIMS
AGAINST IT BY FOLLOWING THE PROCEDURES DESCRIBED IN THIS SECTION.
(2) A DISSOLVED NONPROFIT CORPORATION
SHALL GIVE WRITTEN NOTICE OF THE DISSOLUTION TO KNOWN CLAIMANTS
WITHIN NINETY DAYS AFTER THE EFFECTIVE DATE OF THE DISSOLUTION.
THE NOTICE SHALL:
(a) DESCRIBE THE INFORMATION THAT SHALL
BE INCLUDED IN A CLAIM;
(b) PROVIDE AN ADDRESS TO WHICH WRITTEN
NOTICE OF ANY CLAIM SHALL BE GIVEN TO THE NONPROFIT CORPORATION;
AND
(c) STATE THAT, UNLESS SOONER BARRED BY
ANY OTHER STATUTE LIMITING ACTIONS, THE CLAIM WILL BE BARRED IF
AN ACTION TO ENFORCE THE CLAIM IS NOT COMMENCED BY A DEADLINE
THAT IS STATED ON THE NOTICE, WHICH DEADLINE SHALL NOT BE LESS
THAN TWO YEARS AFTER THE GIVING OF NOTICE.
(3) UNLESS SOONER BARRED BY ANY OTHER
STATUTE LIMITING ACTIONS, A CLAIM AGAINST THE DISSOLVED NONPROFIT
CORPORATION IS BARRED IF A CLAIMANT RECEIVED THE NOTICE OF DISSOLUTION
GIVEN PURSUANT TO SUBSECTION (2) OF THIS SECTION AND AN ACTION
TO ENFORCE THE CLAIM IS NOT COMMENCED BY THE DEADLINE STATED IN
THE NOTICE OF DISSOLUTION.
(4) THE FAILURE OF THE DISSOLVED NONPROFIT
CORPORATION TO GIVE NOTICE TO ANY KNOWN CLAIMANT PURSUANT TO SUBSECTION
(2) OF THIS SECTION SHALL NOT AFFECT THE DISPOSITION UNDER THIS
SECTION OF ANY CLAIM HELD BY ANY OTHER KNOWN CLAIMANT.
(5) FOR PURPOSES OF THIS SECTION, "CLAIM"
DOES NOT INCLUDE A CONTINGENT LIABILITY OR A CLAIM BASED ON AN
EVENT OCCURRING AFTER THE EFFECTIVE DATE OF DISSOLUTION. FOR PURPOSES
OF THIS SECTION, AN ACTION TO ENFORCE A CLAIM INCLUDES AN ARBITRATION
UNDER ANY AGREEMENT FOR BINDING ARBITRATION BETWEEN THE DISSOLVED
NONPROFIT CORPORATION AND THE CLAIMANT AND INCLUDES A CIVIL ACTION.
7134107. Disposition of
claims by publication. (1) A
DISSOLVED NONPROFIT CORPORATION MAY PUBLISH NOTICE OF ITS DISSOLUTION
AND REQUEST THAT PERSONS WITH CLAIMS AGAINST THE NONPROFIT CORPORATION
PRESENT THEM IN ACCORDANCE WITH THE NOTICE.
(2) THE NOTICE CONTEMPLATED IN SUBSECTION
(1) OF THIS SECTION SHALL:
(a) BE PUBLISHED ONE TIME IN A NEWSPAPER
OF GENERAL CIRCULATION IN THE COUNTY WHERE THE DISSOLVED NONPROFIT
CORPORATION'S PRINCIPAL OFFICE OR, IF IT HAS NO PRINCIPAL OFFICE
IN THIS STATE, WHERE ITS REGISTERED OFFICE IS OR WAS LAST LOCATED;
(b) DESCRIBE THE INFORMATION THAT SHALL
BE INCLUDED IN A CLAIM AND PROVIDE AN ADDRESS AT WHICH ANY CLAIM
SHALL BE GIVEN TO THE NONPROFIT CORPORATION; AND
(c) STATE THAT, UNLESS SOONER BARRED BY
ANY OTHER STATUTE LIMITING ACTIONS, THE CLAIM WILL BE BARRED IF
AN ACTION TO ENFORCE THE CLAIM IS NOT COMMENCED WITHIN FIVE YEARS
AFTER THE PUBLICATION OF THE NOTICE OR WITHIN FOUR MONTHS AFTER
THE CLAIM ARISES, WHICHEVER IS LATER.
(3) IF THE DISSOLVED NONPROFIT CORPORATION
PUBLISHES A NOTICE IN ACCORDANCE WITH SUBSECTION (2) OF THIS SECTION,
THEN, UNLESS SOONER BARRED UNDER SECTION 7134106 OR
UNDER ANY OTHER STATUTE LIMITING ACTIONS, THE CLAIM OF ANY CLAIMANT
AGAINST THE DISSOLVED NONPROFIT CORPORATION IS BARRED UNLESS THE
CLAIMANT COMMENCES AN ACTION TO ENFORCE THE CLAIM WITHIN FIVE
YEARS AFTER THE PUBLICATION DATE OF THE NOTICE OR WITHIN FOUR
MONTHS AFTER THE CLAIM ARISES, WHICHEVER IS LATER.
(4) FOR PURPOSES OF THIS SECTION AND EXCEPT
WHERE REQUIRED TO BE DISPOSED OF UNDER SECTION 7134106,
"CLAIM" MEANS ANY CLAIM, EXCLUDING CLAIMS OF THIS STATE,
WHETHER KNOWN, DUE, OR TO BECOME DUE, ABSOLUTE OR CONTINGENT,
LIQUIDATED OR UNLIQUIDATED, FOUNDED ON CONTRACT, TORT, OR OTHER
LEGAL BASIS, OR OTHERWISE. FOR PURPOSES OF THIS SECTION, AN ACTION
TO ENFORCE A CLAIM INCLUDES AN ARBITRATION UNDER ANY AGREEMENT
FOR BINDING ARBITRATION BETWEEN THE DISSOLVED NONPROFIT CORPORATION
AND THE CLAIMANT AND INCLUDES A CIVIL ACTION.
7134108. Enforcement of
claims against dissolved nonprofit corporation.
(1) A CLAIM MAY BE ENFORCED UNDER SECTION 7134106
OR 7134107:
(a) AGAINST THE DISSOLVED NONPROFIT CORPORATION
TO THE EXTENT OF ITS UNDISTRIBUTED ASSETS; AND
(b) IF ASSETS HAVE BEEN DISTRIBUTED IN
LIQUIDATION, AGAINST ANY PERSON, OTHER THAN A CREDITOR OF THE
NONPROFIT CORPORATION, TO WHOM THE NONPROFIT CORPORATION DISTRIBUTED
ITS PROPERTY; EXCEPT THAT A DISTRIBUTEE'S TOTAL LIABILITY FOR
ALL CLAIMS UNDER THIS SECTION MAY NOT EXCEED THE TOTAL VALUE OF
ASSETS DISTRIBUTED TO THE DISTRIBUTEES, AS SUCH VALUE IS DETERMINED
AT THE TIME OF DISTRIBUTION. ANY DISTRIBUTEES REQUIRED TO RETURN
ANY PORTION OF THE VALUE OF ASSETS RECEIVED BY THE DISTRIBUTEES
IN LIQUIDATION SHALL BE ENTITLED TO CONTRIBUTION FROM ALL OTHER
DISTRIBUTEES. EACH SUCH CONTRIBUTION SHALL BE IN ACCORDANCE WITH
THE CONTRIBUTING DISTRIBUTEE'S RIGHTS AND INTERESTS AND SHALL
NOT EXCEED THE VALUE OF THE ASSETS RECEIVED BY THE CONTRIBUTING
DISTRIBUTEES IN LIQUIDATION.
7134109. Service on dissolved
nonprofit corporation. (1) A
DISSOLVED NONPROFIT CORPORATION SHALL EITHER:
(a) MAINTAIN A REGISTERED AGENT TO ACCEPT
SERVICE OF PROCESS ON ITS BEHALF; OR
(b) BE DEEMED TO HAVE AUTHORIZED SERVICE
OF PROCESS ON IT BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, TO THE ADDRESS OF ITS PRINCIPAL OFFICE, IF ANY, AS
SET FORTH IN ITS ARTICLES OF DISSOLUTION OR AS LAST CHANGED BY
NOTICE DELIVERED TO THE SECRETARY OF STATE FOR FILING OR TO THE
ADDRESS FOR SERVICE OF PROCESS THAT IS STATED IN ITS ARTICLES
OF DISSOLUTION OR AS LAST CHANGED BY NOTICE DELIVERED TO THE SECRETARY
OF STATE FOR FILING.
(2) SERVICE EFFECTED PURSUANT TO PARAGRAPH
(b) OF SUBSECTION (1) OF THIS SECTION IS PERFECTED AT THE EARLIEST
OF:
(a) THE DATE THE DISSOLVED NONPROFIT CORPORATION
RECEIVES THE PROCESS, NOTICE, OR DEMAND;
(b) THE DATE SHOWN ON THE RETURN RECEIPT,
IF SIGNED ON BEHALF OF THE DISSOLVED NONPROFIT CORPORATION; OR
(c) FIVE DAYS AFTER MAILING.
(3) SUBSECTION (1) OF THIS SECTION DOES
NOT PRESCRIBE THE ONLY MEANS, OR NECESSARILY THE REQUIRED MEANS,
OF SERVING A DISSOLVED NONPROFIT CORPORATION.
PART 2
ADMINISTRATIVE DISSOLUTION
7134201. Grounds for administrative
dissolution. (1) THE SECRETARY
OF STATE MAY COMMENCE A PROCEEDING UNDER SECTION 7134202
FOR ADMINISTRATIVE DISSOLUTION OF A NONPROFIT CORPORATION IF:
(a) THE NONPROFIT CORPORATION DOES NOT
PAY ANY TAXES, FEES, OR PENALTIES IMPOSED BY THIS TITLE WHEN THEY
ARE DUE;
(b) THE NONPROFIT CORPORATION DOES NOT
DELIVER ITS CORPORATE REPORT TO THE SECRETARY OF STATE WHEN IT
IS DUE;
(c) THE NONPROFIT CORPORATION IS WITHOUT
A REGISTERED AGENT OR REGISTERED OFFICE;
(d) THE NONPROFIT CORPORATION DOES NOT
GIVE NOTICE TO THE SECRETARY OF STATE THAT ITS REGISTERED AGENT
OR REGISTERED OFFICE HAS BEEN CHANGED, THAT ITS REGISTERED AGENT
HAS RESIGNED, OR THAT ITS REGISTERED OFFICE HAS BEEN DISCONTINUED;
OR
(e) THE NONPROFIT CORPORATION'S PERIOD
OF DURATION STATED IN ITS ARTICLES OF INCORPORATION EXPIRES.
7134202. Procedure for
and effect of administrative dissolution.
(1) IF THE SECRETARY OF STATE DETERMINES THAT ONE OR
MORE GROUNDS EXIST UNDER SECTION 7134201 FOR DISSOLVING
A NONPROFIT CORPORATION, THE SECRETARY OF STATE SHALL MAIL WRITTEN
NOTICE OF THE DETERMINATION, STATING SUCH GROUND OR GROUNDS, TO
THE NONPROFIT CORPORATION.
(2) IF THE NONPROFIT CORPORATION DOES
NOT CORRECT EACH GROUND FOR DISSOLUTION, OR DEMONSTRATE TO THE
REASONABLE SATISFACTION OF THE SECRETARY OF STATE THAT EACH GROUND
DETERMINED BY THE SECRETARY OF STATE DOES NOT EXIST, WITHIN SIXTY
DAYS AFTER MAILING OF THE NOTICE CONTEMPLATED IN SUBSECTION (1)
OF THIS SECTION, THE SECRETARY OF STATE MAY ADMINISTRATIVELY DISSOLVE
THE NONPROFIT CORPORATION. THE SECRETARY OF STATE SHALL MAIL WRITTEN
NOTICE OF THE ADMINISTRATIVE DISSOLUTION, STATING THE EFFECTIVE
DATE THEREOF, TO THE DISSOLVED NONPROFIT CORPORATION AND SHALL
MAIL A COPY OF SUCH NOTICE TO THE LAST REGISTERED AGENT OF THE
DISSOLVED NONPROFIT CORPORATION.
(3) A NONPROFIT CORPORATION ADMINISTRATIVELY
DISSOLVED CONTINUES ITS CORPORATE EXISTENCE BUT MAY NOT CARRY
ON ANY ACTIVITIES EXCEPT AS IS APPROPRIATE TO WIND UP AND LIQUIDATE
ITS AFFAIRS UNDER SECTION 7134105 AND TO GIVE NOTICE
TO CLAIMANTS IN THE MANNER PROVIDED IN SECTIONS 7134106
AND 7134107. IF THE NONPROFIT CORPORATION HAS NOT
BEEN REINSTATED PURSUANT TO SECTION 7134203 WITHIN
ONE HUNDRED TWENTY DAYS AFTER THE EFFECTIVE DATE OF THE ADMINISTRATIVE
DISSOLUTION UNDER SUBSECTION (2) OF THIS SECTION, THE CORPORATE
NAME SHALL INCLUDE THE WORDS "A DISSOLVED COLORADO NONPROFIT
CORPORATION" AND THE YEAR OF DISSOLUTION.
(4) THE ADMINISTRATIVE DISSOLUTION OF
A NONPROFIT CORPORATION TERMINATES THE AUTHORITY OF ITS REGISTERED
AGENT.
(5) UPON THE ADMINISTRATIVE DISSOLUTION
OF A NONPROFIT CORPORATION, THE SECRETARY OF STATE SHALL BE THE
DISSOLVED NONPROFIT CORPORATION'S AGENT FOR SERVICE OF PROCESS.
SERVICE OF PROCESS ON THE SECRETARY OF STATE UNDER THIS SUBSECTION
(5) IS SERVICE ON THE DISSOLVED NONPROFIT CORPORATION. UPON RECEIPT
OF PROCESS, THE SECRETARY OF STATE SHALL DELIVER A COPY OF THE
PROCESS TO THE DISSOLVED NONPROFIT CORPORATION AT ITS PRINCIPAL
OFFICE.
7134203. Reinstatement
following administrative dissolution.
(1) A NONPROFIT CORPORATION ADMINISTRATIVELY DISSOLVED
UNDER SECTION 7134202 MAY APPLY TO THE SECRETARY OF
STATE FOR REINSTATEMENT WITHIN FIVE YEARS AFTER THE EFFECTIVE
DATE OF DISSOLUTION BY DELIVERING TO THE SECRETARY OF STATE FOR
FILING AN APPLICATION FOR REINSTATEMENT THAT STATES:
(a) THE EFFECTIVE DATE OF ITS ADMINISTRATIVE
DISSOLUTION AND ITS CORPORATE NAME ON SUCH DATE;
(b) THAT THE GROUND OR GROUNDS FOR DISSOLUTION
EITHER DID NOT EXIST OR HAVE BEEN ELIMINATED;
(c) THE CORPORATE NAME UNDER WHICH THE
NONPROFIT CORPORATION IS BEING REINSTATED AND THAT SUCH NAME SATISFIES
THE REQUIREMENTS OF SECTION 7124101;
(d) THAT ALL TAXES, FEES, OR PENALTIES
IMPOSED BY THIS TITLE HAVE BEEN PAID;
(e) THE ADDRESS OF ITS REGISTERED OFFICE
AND THE NAME OF ITS REGISTERED AGENT AT THAT OFFICE; AND
(f) SUCH ADDITIONAL INFORMATION AS THE SECRETARY OF STATE DETERMINES IS NECESSARY OR APPROPRIATE.
(2) THE NONPROFIT CORPORATION SHALL INCLUDE
IN THE APPLICATION FOR REINSTATEMENT, OR IN AN ACCOMPANYING DOCUMENT,
THE WRITTEN CONSENT TO APPOINTMENT BY THE DESIGNATED REGISTERED
AGENT.
(3) IF THE SECRETARY OF STATE DETERMINES
THAT THE APPLICATION FOR REINSTATEMENT CONTAINS THE INFORMATION
REQUIRED BY SUBSECTIONS (1) AND (2) OF THIS SECTION AND THAT THE
INFORMATION IS CORRECT, THE SECRETARY OF STATE SHALL REVOKE THE
ADMINISTRATIVE DISSOLUTION. THE SECRETARY OF STATE SHALL MAIL
WRITTEN NOTICE OF THE REVOCATION, STATING THE EFFECTIVE DATE THEREOF,
TO THE NONPROFIT CORPORATION.
(4) WHEN THE REINSTATEMENT IS EFFECTIVE
IT RELATES BACK TO AND TAKES EFFECT AS OF THE EFFECTIVE DATE OF
THE ADMINISTRATIVE DISSOLUTION. THE NONPROFIT CORPORATION MAY
CARRY ON ITS ACTIVITIES, UNDER THE NAME STATED PURSUANT TO PARAGRAPH
(c) OF SUBSECTION (1) OF THIS SECTION, AS IF THE ADMINISTRATIVE
DISSOLUTION HAD NEVER OCCURRED.
7134204. Appeal from denial
of reinstatement. (1) IF THE
SECRETARY OF STATE DENIES A NONPROFIT CORPORATION'S APPLICATION
FOR REINSTATEMENT FOLLOWING ADMINISTRATIVE DISSOLUTION, THE SECRETARY
OF STATE SHALL MAIL WRITTEN NOTICE SETTING FORTH THE REASON OR
REASONS FOR SUCH DENIAL.
(2) THE NONPROFIT CORPORATION MAY APPEAL
THE DENIAL OF REINSTATEMENT TO THE DISTRICT COURT OF THE COUNTY
IN THIS STATE WHERE THE NONPROFIT CORPORATION'S PRINCIPAL OFFICE
IS LOCATED OR, IF THE NONPROFIT CORPORATION HAS NO PRINCIPAL OFFICE
IN THIS STATE, TO THE DISTRICT COURT OF THE COUNTY IN WHICH ITS
REGISTERED OFFICE IS LOCATED OR, IF THE NONPROFIT CORPORATION
HAS NO REGISTERED OFFICE, TO THE DISTRICT COURT FOR THE CITY AND
COUNTY OF DENVER, WITHIN THIRTY DAYS AFTER MAILING OF THE NOTICE
OF DENIAL, BY PETITIONING THE COURT TO SET ASIDE THE DISSOLUTION
AND ATTACHING TO THE PETITION COPIES OF THE SECRETARY OF STATE'S
NOTICE OF DISSOLUTION, THE NONPROFIT CORPORATION'S APPLICATION
FOR REINSTATEMENT, AND THE SECRETARY OF STATE'S NOTICE OF DENIAL.
(3) THE COURT MAY SUMMARILY ORDER THE
SECRETARY OF STATE TO REINSTATE THE DISSOLVED NONPROFIT CORPORATION
OR MAY TAKE ANY OTHER ACTION THE COURT CONSIDERS APPROPRIATE.
(4) THE COURT'S ORDER OR DECISION MAY
BE APPEALED AS IN OTHER CIVIL PROCEEDINGS.
7134205. Continuation as
unincorporated association. A NONPROFIT
CORPORATION THAT IS ADMINISTRATIVELY DISSOLVED, CONTINUES TO OPERATE
FOR NONPROFIT PURPOSES, AND DOES NOT WIND UP ITS BUSINESS AND
AFFAIRS SHALL BE DEEMED AN UNINCORPORATED ORGANIZATION AS PROVIDED
IN SECTION 730101.1 THAT QUALIFIES AS A NONPROFIT
ASSOCIATION FOR PURPOSES OF THE "UNIFORM UNINCORPORATED NONPROFIT
ASSOCIATION ACT", ARTICLE 30 OF THIS TITLE, UNLESS IT REINSTATES
ITSELF AS PROVIDED IN SECTIONS 7134203 AND 7134204.
PART 3
JUDICIAL DISSOLUTION
7134301. Grounds for judicial
dissolution. (1) A NONPROFIT
CORPORATION MAY BE DISSOLVED IN A PROCEEDING BY THE ATTORNEY GENERAL
IF IT IS ESTABLISHED THAT:
(a) THE NONPROFIT CORPORATION OBTAINED
ITS ARTICLES OF INCORPORATION THROUGH FRAUD; OR
(b) THE NONPROFIT CORPORATION HAS CONTINUED
TO EXCEED OR ABUSE THE AUTHORITY CONFERRED UPON IT BY LAW.
(2) A NONPROFIT CORPORATION MAY BE DISSOLVED
IN A PROCEEDING BY A DIRECTOR OR MEMBER IF IT IS ESTABLISHED THAT:
(a) THE DIRECTORS ARE DEADLOCKED IN THE
MANAGEMENT OF THE CORPORATE AFFAIRS, THE MEMBERS, IF ANY, ARE
UNABLE TO BREAK THE DEADLOCK, AND IRREPARABLE INJURY TO THE NONPROFIT
CORPORATION IS THREATENED OR BEING SUFFERED;
(b) THE DIRECTORS OR THOSE OTHERWISE IN
CONTROL OF THE NONPROFIT CORPORATION HAVE ACTED, ARE ACTING, OR
WILL ACT IN A MANNER THAT IS ILLEGAL, OPPRESSIVE, OR FRAUDULENT;
(c) THE MEMBERS ARE DEADLOCKED IN VOTING
POWER AND HAVE FAILED, FOR A PERIOD THAT INCLUDES AT LEAST TWO
CONSECUTIVE ANNUAL MEETING DATES, TO ELECT SUCCESSORS TO DIRECTORS
WHOSE TERMS HAVE EXPIRED OR WOULD HAVE EXPIRED UPON THE ELECTION
OF THEIR SUCCESSORS; OR
(d) THE CORPORATE ASSETS ARE BEING MISAPPLIED
OR WASTED.
(3) A NONPROFIT CORPORATION MAY BE DISSOLVED
IN A PROCEEDING BY A CREDITOR IF IT IS ESTABLISHED THAT:
(a) THE CREDITOR'S CLAIM HAS BEEN REDUCED
TO JUDGMENT, THE EXECUTION ON THE JUDGMENT HAS BEEN RETURNED UNSATISFIED,
AND THE NONPROFIT CORPORATION IS INSOLVENT; OR
(b) THE NONPROFIT CORPORATION IS INSOLVENT
AND THE NONPROFIT CORPORATION HAS ADMITTED IN WRITING THAT THE
CREDITOR'S CLAIM IS DUE AND OWING.
(4) (a) IF A NONPROFIT CORPORATION
HAS BEEN DISSOLVED BY VOLUNTARY OR ADMINISTRATIVE ACTION TAKEN
UNDER PART 1 OR 2 OF THIS ARTICLE:
(I) THE NONPROFIT CORPORATION MAY BRING
A PROCEEDING TO WIND UP AND LIQUIDATE ITS BUSINESS AND AFFAIRS
UNDER JUDICIAL SUPERVISION IN ACCORDANCE WITH SECTION 7134105;
AND
(II) THE ATTORNEY GENERAL, A DIRECTOR,
A MEMBER, OR A CREDITOR MAY BRING A PROCEEDING TO WIND UP AND
LIQUIDATE THE AFFAIRS OF THE NONPROFIT CORPORATION UNDER JUDICIAL
SUPERVISION IN ACCORDANCE WITH SECTION 7134105, UPON
ESTABLISHING THE GROUNDS SET FORTH IN SUBSECTIONS (1) TO (3) OF
THIS SECTION.
(b) AS USED IN SECTIONS 7134302
TO 7134304, A "JUDICIAL PROCEEDING TO DISSOLVE
THE NONPROFIT CORPORATION" INCLUDES A PROCEEDING BROUGHT
UNDER THIS SUBSECTION (4), AND A "DECREE OF DISSOLUTION"
INCLUDES AN ORDER OF COURT ENTERED IN A PROCEEDING UNDER THIS
SUBSECTION (4) THAT DIRECTS THAT THE AFFAIRS OF A NONPROFIT CORPORATION
SHALL BE WOUND UP AND LIQUIDATED UNDER JUDICIAL SUPERVISION.
7134302. Procedure for
judicial dissolution. (1) A
PROCEEDING BY THE ATTORNEY GENERAL TO DISSOLVE A NONPROFIT CORPORATION
SHALL BE BROUGHT IN THE DISTRICT COURT OF THE COUNTY IN THIS STATE
WHERE THE NONPROFIT CORPORATION'S PRINCIPAL OFFICE OR REGISTERED
OFFICE IS LOCATED OR, IF THE NONPROFIT CORPORATION HAS NO PRINCIPAL
OR REGISTERED OFFICE IN THIS STATE, IN THE DISTRICT COURT FOR
THE CITY AND COUNTY OF DENVER. A PROCEEDING BROUGHT BY ANY OTHER
PARTY NAMED IN SECTION 7134301 SHALL BE BROUGHT IN
THE DISTRICT COURT OF THE COUNTY IN THIS STATE WHERE THE NONPROFIT
CORPORATION'S PRINCIPAL OFFICE IS LOCATED OR, IF IT HAS NO PRINCIPAL
OFFICE IN THIS STATE, IN THE DISTRICT COURT OF THE COUNTY WHERE
ITS REGISTERED OFFICE IS OR WAS LAST LOCATED.
(2) IT IS NOT NECESSARY TO MAKE DIRECTORS
OR MEMBERS PARTIES TO A PROCEEDING TO DISSOLVE A NONPROFIT CORPORATION
UNLESS RELIEF IS SOUGHT AGAINST THEM INDIVIDUALLY.
(3) A COURT IN A PROCEEDING BROUGHT TO
DISSOLVE A NONPROFIT CORPORATION MAY ISSUE INJUNCTIONS, APPOINT
A RECEIVER OR CUSTODIAN PENDENTE LITE WITH ALL POWERS AND DUTIES
THE COURT DIRECTS, TAKE OTHER ACTION REQUIRED TO PRESERVE THE
CORPORATE ASSETS WHEREVER LOCATED, AND CARRY ON THE ACTIVITIES
OF THE NONPROFIT CORPORATION UNTIL A FULL HEARING CAN BE HELD.
7134303. Receivership or
custodianship. (1) A COURT
IN A JUDICIAL PROCEEDING BROUGHT TO DISSOLVE A NONPROFIT CORPORATION
MAY APPOINT ONE OR MORE RECEIVERS TO WIND UP AND LIQUIDATE, OR
ONE OR MORE CUSTODIANS TO MANAGE, THE AFFAIRS OF THE NONPROFIT
CORPORATION. THE COURT SHALL HOLD A HEARING, AFTER GIVING NOTICE
TO ALL PARTIES TO THE PROCEEDING AND ANY INTERESTED PERSONS DESIGNATED
BY THE COURT, BEFORE APPOINTING A RECEIVER OR CUSTODIAN. THE COURT
APPOINTING A RECEIVER OR CUSTODIAN HAS EXCLUSIVE JURISDICTION
OVER THE NONPROFIT CORPORATION AND ALL OF ITS PROPERTY, WHEREVER
LOCATED.
(2) THE COURT MAY APPOINT AN INDIVIDUAL,
A DOMESTIC OR FOREIGN CORPORATION AUTHORIZED TO TRANSACT BUSINESS
IN THIS STATE, OR A DOMESTIC OR FOREIGN NONPROFIT CORPORATION
AUTHORIZED TO TRANSACT BUSINESS IN THIS STATE AS A RECEIVER OR
CUSTODIAN. THE COURT MAY REQUIRE THE RECEIVER OR CUSTODIAN TO
POST BOND, WITH OR WITHOUT SURETIES, IN AN AMOUNT SPECIFIED BY
THE COURT.
(3) THE COURT SHALL DESCRIBE THE POWERS
AND DUTIES OF THE RECEIVER OR CUSTODIAN IN ITS APPOINTING ORDER
WHICH MAY BE AMENDED FROM TIME TO TIME. AMONG OTHER POWERS THE
RECEIVER SHALL HAVE THE POWER TO:
(a) DISPOSE OF ALL OR ANY PART OF THE
PROPERTY OF THE NONPROFIT CORPORATION, WHEREVER LOCATED, AT A
PUBLIC OR PRIVATE SALE, IF AUTHORIZED BY THE COURT; AND
(b) SUE AND DEFEND IN THE RECEIVER'S OWN
NAME AS RECEIVER OF THE NONPROFIT CORPORATION IN ALL COURTS.
(4) THE CUSTODIAN MAY EXERCISE ALL OF
THE POWERS OF THE NONPROFIT CORPORATION, THROUGH OR IN PLACE OF
ITS BOARD OF DIRECTORS OR OFFICERS, TO THE EXTENT NECESSARY TO
MANAGE THE AFFAIRS OF THE NONPROFIT CORPORATION IN THE BEST INTERESTS
OF ITS MEMBERS AND CREDITORS.
(5) THE COURT, DURING A RECEIVERSHIP,
MAY REDESIGNATE THE RECEIVER A CUSTODIAN AND DURING A CUSTODIANSHIP
MAY REDESIGNATE THE CUSTODIAN A RECEIVER IF DOING SO IS IN THE
BEST INTERESTS OF THE NONPROFIT CORPORATION AND ITS MEMBERS AND
CREDITORS.
(6) THE COURT FROM TIME TO TIME DURING
THE RECEIVERSHIP OR CUSTODIANSHIP MAY ORDER COMPENSATION PAID
AND EXPENSE DISBURSEMENTS OR REIMBURSEMENTS MADE TO THE RECEIVER
OR CUSTODIAN AND SUCH PERSON'S COUNSEL FROM THE ASSETS OF THE
NONPROFIT CORPORATION OR PROCEEDS FROM THE SALE OF THE ASSETS.
7134304. Decree of dissolution.
(1) IF AFTER A HEARING THE COURT DETERMINES THAT ONE
OR MORE GROUNDS FOR JUDICIAL DISSOLUTION DESCRIBED IN SECTION
7134301 EXIST, IT MAY ENTER A DECREE DISSOLVING THE
NONPROFIT CORPORATION AND SPECIFYING THE EFFECTIVE DATE OF THE
DISSOLUTION AND THE CLERK OF THE COURT SHALL DELIVER A CERTIFIED
COPY OF THE DECREE TO THE SECRETARY OF STATE WHO SHALL FILE IT
ACCORDINGLY.
(2) AFTER ENTERING THE DECREE OF DISSOLUTION,
THE COURT SHALL DIRECT THE WINDING UP AND LIQUIDATION OF THE NONPROFIT
CORPORATION'S AFFAIRS IN ACCORDANCE WITH SECTION 7134105
AND THE GIVING OF NOTICE TO THE NONPROFIT CORPORATION'S REGISTERED
AGENT, OR TO THE SECRETARY OF STATE IF IT HAS NO REGISTERED AGENT,
AND TO CLAIMANTS IN ACCORDANCE WITH SECTIONS 7134106
AND 7134107. IN THE DECREE OF DISSOLUTION, OR OTHERWISE,
THE COURT MAY DIRECT THAT THE CORPORATE NAME SHALL INCLUDE THE
WORDS "A DISSOLVED COLORADO NONPROFIT CORPORATION" AND
THE YEAR OF DISSOLUTION.
(3) THE COURT'S ORDER OR DECISION MAY
BE APPEALED AS IN OTHER CIVIL PROCEEDINGS.
PART 4
DISSOLUTION UPON EXPIRATION
OF PERIOD OF DURATION
7134401. Dissolution upon
expiration of period of duration. (1) A
NONPROFIT CORPORATION SHALL BE DISSOLVED UPON AND BY REASON OF
THE EXPIRATION OF ITS PERIOD OF DURATION, IF ANY, STATED IN ITS
ARTICLES OF INCORPORATION.
(2) A PROVISION IN THE ARTICLES OF INCORPORATION
TO THE EFFECT THAT THE NONPROFIT CORPORATION OR ITS EXISTENCE
SHALL BE TERMINATED AT A SPECIFIED DATE OR AFTER A STATED PERIOD
OF TIME OR UPON A CONTINGENCY, OR ANY SIMILAR PROVISION, SHALL
BE DEEMED TO BE A PROVISION FOR A PERIOD OF DURATION WITHIN THE
MEANING OF THIS SECTION. THE OCCURRENCE OF SUCH DATE, THE EXPIRATION
OF THE STATED PERIOD OF TIME, THE OCCURRENCE OF SUCH CONTINGENCY,
OR THE SATISFACTION OF SUCH PROVISION SHALL BE DEEMED TO BE THE
EXPIRATION OF THE NONPROFIT CORPORATION'S PERIOD OF DURATION FOR
PURPOSES OF THIS SECTION.
PART 5
MISCELLANEOUS
7134501. Deposit with state
treasurer. ASSETS OF A DISSOLVED NONPROFIT
CORPORATION THAT SHOULD BE TRANSFERRED TO A CREDITOR, CLAIMANT,
OR MEMBER OF THE NONPROFIT CORPORATION WHO CANNOT BE FOUND OR
WHO IS NOT LEGALLY COMPETENT TO RECEIVE THEM SHALL BE REDUCED
TO CASH AND DEPOSITED WITH THE STATE TREASURER AS PROPERTY PRESUMED
TO BE ABANDONED UNDER THE PROVISIONS OF ARTICLE 13 OF TITLE 38,
C.R.S.
ARTICLE 135
Foreign Nonprofit Corporations
PART 1
AUTHORITY TO CONDUCT AFFAIRS
7135101. Authority to conduct
affairs required. (1) A FOREIGN
NONPROFIT CORPORATION SHALL NOT CONDUCT AFFAIRS IN THIS STATE
UNTIL ITS APPLICATION FOR AUTHORITY TO CONDUCT AFFAIRS IS FILED
BY THE SECRETARY OF STATE. THIS ARTICLE SHALL BE APPLICABLE TO
FOREIGN NONPROFIT CORPORATIONS THAT CONDUCT AFFAIRS GOVERNED BY
OTHER STATUTES OF THIS STATE ONLY TO THE EXTENT THIS ARTICLE IS
NOT INCONSISTENT WITH SUCH OTHER STATUTES.
(2) A FOREIGN NONPROFIT CORPORATION SHALL
NOT BE CONSIDERED TO BE CONDUCTING AFFAIRS IN THIS STATE WITHIN
THE MEANING OF SUBSECTION (1) OF THIS SECTION BY REASON OF CARRYING
ON IN THIS STATE ANY ONE OR MORE OF THE FOLLOWING ACTIVITIES:
(a) MAINTAINING, DEFENDING, OR SETTLING
IN ITS OWN BEHALF ANY PROCEEDING OR DISPUTE;
(b) HOLDING MEETINGS OF ITS BOARD OF DIRECTORS
OR MEMBERS OR CARRYING ON OTHER ACTIVITIES CONCERNING INTERNAL
CORPORATE AFFAIRS;
(c) MAINTAINING BANK ACCOUNTS;
(d) MAINTAINING OFFICES OR AGENCIES FOR
THE TRANSFER, EXCHANGE, AND REGISTRATION OF MEMBERSHIPS OR SECURITIES,
OR MAINTAINING TRUSTEES OR DEPOSITARIES WITH RESPECT TO THOSE
MEMBERSHIPS OR SECURITIES;
(e) SELLING THROUGH INDEPENDENT CONTRACTORS;
(f) SOLICITING OR OBTAINING ORDERS, WHETHER
BY MAIL OR THROUGH EMPLOYEES OR AGENTS OR OTHERWISE, IF THE ORDERS
REQUIRE ACCEPTANCE OUTSIDE THIS STATE BEFORE THEY BECOME CONTRACTS;
(g) CREATING, AS BORROWER OR LENDER, OR
ACQUIRING INDEBTEDNESS, MORTGAGES, OR OTHER SECURITY INTERESTS
IN REAL OR PERSONAL PROPERTY;
(h) SECURING OR COLLECTING DEBTS IN ITS
OWN BEHALF OR ENFORCING MORTGAGES OR SECURITY INTERESTS IN PROPERTY
SECURING SUCH DEBTS;
(i) OWNING, WITHOUT MORE, REAL OR PERSONAL
PROPERTY;
(j) CONDUCTING AN ISOLATED TRANSACTION
THAT IS COMPLETED WITHIN THIRTY DAYS AND THAT IS NOT ONE IN THE
COURSE OF REPEATED TRANSACTIONS OF A LIKE NATURE;
(k) CONDUCTING AFFAIRS IN INTERSTATE COMMERCE;
(l) GRANTING FUNDS;
(m) DISTRIBUTING INFORMATION TO ITS MEMBERS.
(3) THE LIST OF ACTIVITIES IN SUBSECTION
(2) OF THIS SECTION IS NOT EXHAUSTIVE.
(4) NOTHING IN THIS SECTION SHALL LIMIT
OR AFFECT THE RIGHT TO SUBJECT A FOREIGN NONPROFIT CORPORATION
WHICH DOES NOT, OR IS NOT REQUIRED TO, HAVE AUTHORITY TO CONDUCT
AFFAIRS IN THIS STATE TO THE JURISDICTION OF THE COURTS OF THIS
STATE OR TO SERVE UPON ANY FOREIGN NONPROFIT CORPORATION ANY PROCESS,
NOTICE, OR DEMAND REQUIRED OR PERMITTED BY LAW TO BE SERVED UPON
A NONPROFIT CORPORATION PURSUANT TO SECTIONS 131124
AND 131125, C.R.S., OR ANY OTHER PROVISION OF LAW
NOT IN ARTICLES 121 TO 137 OF THIS TITLE OR PURSUANT TO THE APPLICABLE
RULES OF CIVIL PROCEDURE.
7135102. Consequences of
conducting affairs without authority.
(1) NO FOREIGN NONPROFIT CORPORATION, OR ANYONE ACTING
ON ITS BEHALF, CONDUCTING AFFAIRS IN THIS STATE WITHOUT AUTHORITY
SHALL BE PERMITTED TO MAINTAIN A PROCEEDING IN ANY COURT IN THIS
STATE UNTIL AN APPLICATION FOR AUTHORITY TO CONDUCT AFFAIRS IS
FILED.
(2) A FOREIGN NONPROFIT CORPORATION THAT
CONDUCTS AFFAIRS IN THIS STATE WITHOUT AUTHORITY SHALL BE LIABLE
TO THIS STATE IN AN AMOUNT EQUAL TO ALL FEES IMPOSED BY ARTICLES
121 TO 137 OF THIS TITLE OR PRIOR LAW THAT WOULD HAVE BEEN PAID
FOR ALL YEARS OR PORTIONS THEREOF DURING WHICH IT CONDUCTED AFFAIRS
IN THIS STATE WITHOUT AUTHORITY, PLUS ALL PENALTIES IMPOSED BY
THIS STATE FOR FAILURE TO PAY SUCH FEES. NO APPLICATION FOR AUTHORITY
TO CONDUCT AFFAIRS SHALL BE FILED UNTIL PAYMENT OF THE AMOUNTS
DUE UNDER THIS SUBSECTION (2) IS MADE.
(3) A FOREIGN NONPROFIT CORPORATION THAT
CONDUCTS AFFAIRS IN THIS STATE WITHOUT AUTHORITY SHALL BE SUBJECT
TO A CIVIL PENALTY, PAYABLE TO THIS STATE, NOT TO EXCEED FIVE
THOUSAND DOLLARS. EACH OFFICER OF A FOREIGN NONPROFIT CORPORATION
WHO AUTHORIZES, DIRECTS, OR PARTICIPATES IN THE CONDUCT OF AFFAIRS
IN THIS STATE WITHOUT AUTHORITY, AND EACH AGENT OF A FOREIGN NONPROFIT
CORPORATION WHO CONDUCTS AFFAIRS IN THIS STATE ON BEHALF OF A
FOREIGN NONPROFIT CORPORATION THAT DOES NOT HAVE SUCH AUTHORITY,
SHALL BE SUBJECT TO A CIVIL PENALTY PAYABLE TO THIS STATE NOT
TO EXCEED ONE THOUSAND DOLLARS.
(4) THE AMOUNTS DUE TO THIS STATE UNDER
THE PROVISIONS OF THIS SECTION, INCLUDING THE CIVIL PENALTIES
SET FORTH IN SUBSECTION (3) OF THIS SECTION, MAY BE RECOVERED
IN AN ACTION BROUGHT BY THE ATTORNEY GENERAL IN THE DISTRICT COURT
IN AND FOR THE CITY AND COUNTY OF DENVER. UPON A FINDING BY THE
COURT THAT A FOREIGN NONPROFIT CORPORATION OR ANY OF ITS OFFICERS
OR AGENTS HAS CONDUCTED AFFAIRS IN THIS STATE IN VIOLATION OF
THIS ARTICLE, THE COURT SHALL ISSUE, IN ADDITION TO OR IN LIEU
OF THE IMPOSITION OF A CIVIL PENALTY, AN INJUNCTION RESTRAINING
THE FURTHER CONDUCT OF AFFAIRS OF THE FOREIGN NONPROFIT CORPORATION
AND THE FURTHER EXERCISE OF ANY CORPORATE RIGHTS AND PRIVILEGES
IN THIS STATE. THE FOREIGN NONPROFIT CORPORATION SHALL BE ENJOINED
FROM CONDUCTING AFFAIRS IN THIS STATE UNTIL ALL CIVIL PENALTIES
PLUS ANY INTEREST AND COURT COSTS WHICH THE COURT MAY ASSESS HAVE
BEEN PAID, AND UNTIL THE FOREIGN NONPROFIT CORPORATION HAS OTHERWISE
COMPLIED WITH THE PROVISIONS OF THIS ARTICLE.
(5) NOTWITHSTANDING SUBSECTION (1) OF
THIS SECTION, THE FAILURE OF A FOREIGN NONPROFIT CORPORATION TO
HAVE AUTHORITY TO CONDUCT AFFAIRS IN THIS STATE DOES NOT IMPAIR
THE VALIDITY OF ITS CORPORATE ACTS OR PREVENT IT FROM DEFENDING
ANY PROCEEDING IN THIS STATE.
7135103. Application for
authority to conduct affairs. (1) A
FOREIGN NONPROFIT CORPORATION MAY APPLY FOR AUTHORITY TO CONDUCT
AFFAIRS IN THIS STATE BY DELIVERING TO THE SECRETARY OF STATE
FOR FILING, AN APPLICATION FOR AUTHORITY TO CONDUCT AFFAIRS SETTING
FORTH:
(a) ITS CORPORATE NAME AND ITS ASSUMED
CORPORATE NAME, IF ANY;
(b) THE NAME OF THE STATE OR COUNTRY UNDER
WHOSE LAW IT IS INCORPORATED;
(c) ITS DATE OF INCORPORATION AND PERIOD
OF DURATION;
(d) THE STREET ADDRESS OF ITS PRINCIPAL
OFFICE;
(e) THE ADDRESS OF ITS REGISTERED OFFICE
AND THE NAME OF ITS REGISTERED AGENT AT THAT OFFICE;
(f) THE NAMES AND USUAL BUSINESS ADDRESSES
OF ITS DIRECTORS AND OFFICERS;
(g) THE DATE IT COMMENCED OR EXPECTS TO
COMMENCE CONDUCTING AFFAIRS IN THIS STATE; AND
(h) SUCH ADDITIONAL INFORMATION AS THE
SECRETARY OF STATE DETERMINES IS NECESSARY OR APPROPRIATE TO DETERMINE
WHETHER THE APPLICATION FOR AUTHORITY TO CONDUCT AFFAIRS SHOULD
BE FILED.
(2) THE FOREIGN NONPROFIT CORPORATION
SHALL DELIVER WITH THE COMPLETED APPLICATION FOR AUTHORITY TO
CONDUCT AFFAIRS A CERTIFICATE OF EXISTENCE, OR A DOCUMENT OF SIMILAR
IMPORT, DULY AUTHENTICATED BY THE SECRETARY OF STATE OR OTHER
OFFICIAL HAVING CUSTODY OF CORPORATE RECORDS IN THE STATE OR COUNTRY
UNDER WHOSE LAW IT IS INCORPORATED. SUCH CERTIFICATE SHALL BE
DATED NO LATER THAN NINETY DAYS BEFORE THE FILING OF THE APPLICATION
FOR AUTHORITY TO CONDUCT AFFAIRS.
(3) THE FOREIGN NONPROFIT CORPORATION
SHALL INCLUDE IN THE APPLICATION FOR AUTHORITY TO CONDUCT AFFAIRS,
OR IN AN ACCOMPANYING DOCUMENT, WRITTEN CONSENT TO APPOINTMENT
BY ITS DESIGNATED REGISTERED AGENT.
7135104. Amended application
for authority to conduct affairs. (1) A
FOREIGN NONPROFIT CORPORATION AUTHORIZED TO CONDUCT AFFAIRS IN
THIS STATE SHALL DELIVER AN AMENDED APPLICATION FOR AUTHORITY
TO CONDUCT AFFAIRS TO THE SECRETARY OF STATE FOR FILING IF THE
FOREIGN NONPROFIT CORPORATION CHANGES:
(a) ITS CORPORATE NAME OR ITS ASSUMED
CORPORATE NAME;
(b) THE PERIOD OF ITS DURATION; OR
(c) THE STATE OR COUNTRY OF ITS INCORPORATION.
(2) THE REQUIREMENTS OF SECTION 7135103
FOR FILING AN ORIGINAL APPLICATION FOR AUTHORITY TO CONDUCT AFFAIRS
ALSO APPLY TO FILING AN AMENDED APPLICATION FOR AUTHORITY TO CONDUCT
AFFAIRS UNDER THIS SECTION.
7135105. Effect of filing
an application for authority to conduct affairs.
(1) FILING AN APPLICATION FOR AUTHORITY TO CONDUCT
AFFAIRS AUTHORIZES THE FOREIGN NONPROFIT CORPORATION TO CONDUCT
AFFAIRS IN THIS STATE, SUBJECT TO THE RIGHT OF THE STATE TO REVOKE
SUCH AUTHORITY AS PROVIDED IN PART 3 OF THIS ARTICLE.
(2) A FOREIGN NONPROFIT CORPORATION WHICH
HAS AUTHORITY TO CONDUCT AFFAIRS IN THIS STATE HAS THE SAME RIGHTS
AND PRIVILEGES AS, BUT NO GREATER RIGHTS OR PRIVILEGES THAN, AND,
EXCEPT AS OTHERWISE PROVIDED BY ARTICLES 121 TO 137 OF THIS TITLE,
IS SUBJECT TO THE SAME DUTIES, RESTRICTIONS, PENALTIES, AND LIABILITIES
NOW IMPOSED ON OR LATER TO BE IMPOSED ON, A DOMESTIC NONPROFIT
CORPORATION OF LIKE CHARACTER.
(3) ARTICLES 121 TO 137 OF THIS TITLE
DO NOT AUTHORIZE THIS STATE TO REGULATE THE ORGANIZATION OR INTERNAL
AFFAIRS OF A FOREIGN NONPROFIT CORPORATION AUTHORIZED TO CONDUCT
AFFAIRS IN THIS STATE.
7135106. Corporate name
and assumed corporate name of foreign nonprofit corporation.
(1) EXCEPT AS PROVIDED IN SUBSECTION (2) OF THIS SECTION,
IF THE CORPORATE NAME OF A FOREIGN NONPROFIT CORPORATION WOULD
NOT SATISFY THE REQUIREMENTS OF SECTION 7124101 (1)
OR (2) IF THE NONPROFIT CORPORATION WERE A DOMESTIC NONPROFIT
CORPORATION, THE FOREIGN NONPROFIT CORPORATION, IN ORDER TO OBTAIN
AUTHORITY TO CONDUCT AFFAIRS IN THIS STATE, SHALL ASSUME FOR USE
IN THIS STATE A NAME THAT WOULD SATISFY SUCH REQUIREMENTS.
(2) A FOREIGN NONPROFIT CORPORATION MAY
OBTAIN AUTHORITY TO CONDUCT AFFAIRS IN THIS STATE WITH A NAME
THE SAME AS, OR DECEPTIVELY SIMILAR TO, A NAME OTHERWISE NOT AVAILABLE
UNDER SUBSECTION (1) OF THIS SECTION IF THE FOREIGN NONPROFIT
CORPORATION DELIVERS TO THE SECRETARY OF STATE FOR FILING EITHER:
(a) THE WRITTEN CONSENT OF THE HOLDER
OF THE NAME TO USE THE SAME OR A DECEPTIVELY SIMILAR NAME IF ONE
OR MORE WORDS ARE ADDED, ALTERED, OR DELETED TO MAKE THE NAME
DISTINGUISHABLE ON THE RECORDS OF THE SECRETARY OF STATE FROM
THE OTHER NAME; OR
(b) A CERTIFIED COPY OF A FINAL DECREE
OF A COURT OF COMPETENT JURISDICTION ESTABLISHING THE PRIOR RIGHT
OF THE FOREIGN NONPROFIT CORPORATION TO USE SUCH NAME IN THIS
STATE.
(3) IF A FOREIGN NONPROFIT CORPORATION
AUTHORIZED TO CONDUCT AFFAIRS IN THIS STATE UNDER ITS CORPORATE
NAME CHANGES ITS CORPORATE NAME TO ONE THAT DOES NOT SATISFY THE
REQUIREMENTS OF THE PROVISIONS OF THIS SECTION, IT MAY NOT CONDUCT
AFFAIRS IN THIS STATE UNDER ITS CORPORATE NAME AS CHANGED, AND
IT SHALL USE AN ASSUMED CORPORATE NAME AND DELIVER TO THE SECRETARY
OF STATE FOR FILING AN AMENDED APPLICATION FOR AUTHORITY TO CONDUCT
AFFAIRS PURSUANT TO SECTION 7135104.
7135107. Registered name
of foreign nonprofit corporation. (1) A
FOREIGN NONPROFIT CORPORATION MAY REGISTER ITS CORPORATE NAME
IF THE CORPORATE NAME IS NOT THE SAME AS OR DECEPTIVELY SIMILAR
TO ANY NAME DESCRIBED IN SECTION 7124101(2). SUCH
REGISTRATION SHALL BE EFFECTIVE THROUGH DECEMBER 31 OF THE YEAR
IN WHICH IT IS EFFECTIVE.
(2) A FOREIGN NONPROFIT CORPORATION REGISTERS ITS CORPORATE NAME BY DELIVERING TO THE SECRETARY OF STATE FOR FILING, AN APPLICATION FOR REGISTRATION:
(a) SETTING FORTH ITS CORPORATE NAME,
THE STATE OR COUNTRY AND DATE OF ITS INCORPORATION, AND A BRIEF
DESCRIPTION OF THE NATURE OF THE ACTIVITIES IN WHICH IT IS ENGAGED;
AND
(b) ACCOMPANIED BY A CERTIFICATE OF EXISTENCE,
OR A DOCUMENT OF SIMILAR IMPORT, FROM THE STATE OR COUNTRY OF
ITS INCORPORATION.
(3) REGISTRATION OF THE CORPORATE NAME
OF A FOREIGN NONPROFIT CORPORATION SHALL HAVE THE EFFECT PROVIDED
IN SECTION 7124101 (2).
(4) A FOREIGN NONPROFIT CORPORATION WHICH
HAS IN EFFECT A REGISTRATION OF ITS CORPORATE NAME MAY RENEW SUCH
REGISTRATION FOR THE FOLLOWING YEAR BY DELIVERING TO THE SECRETARY
OF STATE FOR FILING, ON OR BEFORE DECEMBER 31 OF THE PRECEDING
YEAR, A RENEWAL APPLICATION FOR REGISTRATION WHICH COMPLIES WITH
THE REQUIREMENTS OF THIS SECTION. WHEN FILED, THE RENEWAL APPLICATION
FOR REGISTRATION RENEWS THE REGISTRATION FOR THE FOLLOWING YEAR.
(5) A FOREIGN NONPROFIT CORPORATION WHICH
HAS IN EFFECT A REGISTRATION OF ITS CORPORATE NAME MAY ASSIGN
SUCH REGISTRATION TO ANOTHER FOREIGN NONPROFIT CORPORATION BY
DELIVERY TO THE SECRETARY OF STATE FOR FILING OF AN ASSIGNMENT
OF THE REGISTRATION THAT STATES THE REGISTERED NAME, THE NAME
OF THE FOREIGN NONPROFIT CORPORATION, AND THE NAME OF THE ASSIGNEE
CONCURRENTLY WITH THE DELIVERY TO THE SECRETARY OF STATE FOR FILING
OF THE ASSIGNEE'S APPLICATION FOR REGISTRATION OF THE NAME AS
THE CORPORATE NAME OF THE ASSIGNEE.
(6) A FOREIGN NONPROFIT CORPORATION WHICH
HAS IN EFFECT A REGISTRATION OF ITS CORPORATE NAME MAY TERMINATE
THE REGISTRATION AT ANY TIME BY DELIVERING TO THE SECRETARY OF
STATE FOR FILING, A STATEMENT OF TERMINATION SETTING FORTH ITS
CORPORATE NAME AND STATING THAT ITS REGISTRATION OF THE SAME IS
TERMINATED.
7135108. Registered office
and registered agent of foreign nonprofit corporation.
(1) A FOREIGN NONPROFIT CORPORATION AUTHORIZED TO CONDUCT
AFFAIRS IN THIS STATE SHALL CONTINUOUSLY MAINTAIN IN THIS STATE:
(a) A REGISTERED OFFICE; AND
(b) A REGISTERED AGENT, WHO MAY BE:
(I) AN INDIVIDUAL WHO RESIDES IN THIS
STATE AND WHOSE BUSINESS OFFICE IS IDENTICAL WITH THE REGISTERED
OFFICE;
(II) A DOMESTIC CORPORATION OR DOMESTIC
NONPROFIT CORPORATION WHOSE BUSINESS OFFICE IS IDENTICAL WITH
THE REGISTERED OFFICE; OR
(III) A FOREIGN CORPORATION OR FOREIGN
NONPROFIT CORPORATION AUTHORIZED TO CONDUCT AFFAIRS IN THIS STATE
WHOSE BUSINESS OFFICE IS IDENTICAL WITH THE REGISTERED OFFICE.
(2) A FOREIGN NONPROFIT CORPORATION SHALL
NOT SERVE AS ITS OWN REGISTERED AGENT.
7135109. Changes of registered
office or registered agent of foreign nonprofit corporation.
(1) A FOREIGN NONPROFIT CORPORATION AUTHORIZED TO CONDUCT
AFFAIRS IN THIS STATE MAY CHANGE ITS REGISTERED OFFICE OR REGISTERED
AGENT BY DELIVERING TO THE SECRETARY OF STATE FOR FILING, A STATEMENT
OF CHANGE THAT SETS FORTH:
(a) ITS CORPORATE NAME AND ITS ASSUMED
CORPORATE NAME, IF ANY;
(b) THE STREET ADDRESS OF ITS CURRENT
REGISTERED OFFICE;
(c) IF THE REGISTERED OFFICE IS TO BE
CHANGED, THE STREET ADDRESS OF THE NEW REGISTERED OFFICE;
(d) THE NAME OF ITS CURRENT REGISTERED
AGENT;
(e) IF THE REGISTERED AGENT IS TO BE CHANGED,
THE NAME OF THE NEW REGISTERED AGENT AND THE NEW REGISTERED AGENT'S
WRITTEN CONSENT TO THE APPOINTMENT, EITHER ON THE STATEMENT OF
CHANGE OR IN AN ACCOMPANYING DOCUMENT; AND
(f) THAT, AFTER THE CHANGE OR CHANGES ARE MADE, THE STREET ADDRESSES OF ITS REGISTERED OFFICE AND THE BUSINESS OFFICE OF ITS REGISTERED AGENT WILL BE IDENTICAL.
(2) IF A REGISTERED AGENT CHANGES THE
STREET ADDRESS OF THE REGISTERED AGENT'S BUSINESS OFFICE, THE
REGISTERED AGENT MAY CHANGE THE STREET ADDRESS OF THE REGISTERED
OFFICE OF ANY FOREIGN NONPROFIT CORPORATION FOR WHICH THE REGISTERED
AGENT IS THE REGISTERED AGENT BY GIVING WRITTEN NOTICE TO THE
FOREIGN NONPROFIT CORPORATION OF THE CHANGE AND EXECUTING, EITHER
MANUALLY OR IN FACSIMILE, AND DELIVERING TO THE SECRETARY OF STATE
FOR FILING, A STATEMENT OF CHANGE THAT COMPLIES WITH THE REQUIREMENTS
OF SUBSECTION (1) OF THIS SECTION AND RECITES THAT NOTICE OF THE
CHANGE HAS BEEN GIVEN TO THE FOREIGN NONPROFIT CORPORATION.
7135110. Resignation of
registered agent of foreign nonprofit corporation.
(1) THE REGISTERED AGENT OF A FOREIGN NONPROFIT CORPORATION
AUTHORIZED TO CONDUCT AFFAIRS IN THIS STATE MAY RESIGN FROM AN
AGENCY BY DELIVERING TO THE SECRETARY OF STATE FOR FILING, A STATEMENT
OF RESIGNATION WHICH SHALL BE ACCOMPANIED BY TWO EXACT OR CONFORMED
COPIES THEREOF. THE STATEMENT OF RESIGNATION MAY INCLUDE A STATEMENT
THAT THE REGISTERED OFFICE IS ALSO DISCONTINUED.
(2) AFTER FILING THE STATEMENT OF RESIGNATION,
THE SECRETARY OF STATE SHALL DELIVER ONE COPY TOGETHER WITH THE
RECEIPT FOR FILING FEES, IF ANY, TO THE REGISTERED OFFICE OF THE
FOREIGN NONPROFIT CORPORATION AND THE OTHER COPY TO THE PRINCIPAL
OFFICE OF THE FOREIGN NONPROFIT CORPORATION.
(3) THE AGENCY APPOINTMENT IS TERMINATED,
AND THE REGISTERED OFFICE DISCONTINUED IF SO PROVIDED, ON THE
THIRTYFIRST DAY AFTER THE DATE THAT THE STATEMENT OF RESIGNATION
WAS FILED.
7135111. Service on foreign
nonprofit corporation. (1) THE
REGISTERED AGENT OF A FOREIGN NONPROFIT CORPORATION AUTHORIZED
TO CONDUCT AFFAIRS IN THIS STATE IS THE FOREIGN NONPROFIT CORPORATION'S
AGENT FOR SERVICE OF ANY PROCESS, NOTICE, OR DEMAND REQUIRED OR
PERMITTED BY LAW TO BE SERVED ON THE FOREIGN NONPROFIT CORPORATION.
(2) IF A FOREIGN NONPROFIT CORPORATION
AUTHORIZED TO CONDUCT AFFAIRS IN THIS STATE HAS NO REGISTERED
AGENT, OR THE REGISTERED AGENT CANNOT WITH REASONABLE DILIGENCE
BE SERVED, THE FOREIGN NONPROFIT CORPORATION MAY BE SERVED BY
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED
TO THE FOREIGN NONPROFIT CORPORATION AT ITS PRINCIPAL OFFICE.
SERVICE IS PERFECTED UNDER THIS SUBSECTION (2) AT THE EARLIEST
OF:
(a) THE DATE THE FOREIGN NONPROFIT CORPORATION
RECEIVES THE PROCESS, NOTICE, OR DEMAND;
(b) THE DATE SHOWN ON THE RETURN RECEIPT,
IF SIGNED ON BEHALF OF THE FOREIGN NONPROFIT CORPORATION; OR
(c) FIVE DAYS AFTER MAILING.
(3) THIS SECTION DOES NOT PRESCRIBE THE
ONLY MEANS, OR NECESSARILY THE REQUIRED MEANS, OF SERVING A FOREIGN
NONPROFIT CORPORATION AUTHORIZED TO CONDUCT AFFAIRS IN THIS STATE.
7135112. Merger of foreign
nonprofit corporations authorized to conduct affairs in this state.
IF TWO OR MORE FOREIGN NONPROFIT CORPORATIONS AUTHORIZED TO CONDUCT
AFFAIRS IN THIS STATE ARE A PARTY TO STATUTORY MERGER PERMITTED
BY THE LAWS OF THE STATE OR COUNTRY UNDER THE LAWS OF WHICH THEY
ARE INCORPORATED, THE SURVIVING NONPROFIT CORPORATION SHALL, WITHIN
THIRTY DAYS AFTER THE MERGER BECOMES EFFECTIVE, FILE WITH THE
SECRETARY OF STATE A CERTIFICATE OF FACT OF MERGER DULY CERTIFIED
BY THE PROPER OFFICER OF THE STATE OR COUNTRY UNDER THE LAWS OF
WHICH SUCH STATUTORY MERGER WAS EFFECTED. IT SHALL NOT BE NECESSARY
FOR SUCH NONPROFIT CORPORATION TO PROCURE EITHER A NEW OR AMENDED
CERTIFICATE OF AUTHORITY TO CONDUCT AFFAIRS IN THIS STATE UNLESS
THE NAME OF THE SURVIVING NONPROFIT CORPORATION IS CHANGED THEREBY.
PART 2
WITHDRAWAL
7135201. Withdrawal of
foreign nonprofit corporation. (1) A
FOREIGN NONPROFIT CORPORATION AUTHORIZED TO CONDUCT AFFAIRS IN
THIS STATE SHALL NOT WITHDRAW FROM THIS STATE UNTIL ITS APPLICATION
FOR WITHDRAWAL HAS BEEN FILED BY THE SECRETARY OF STATE.
(2) A FOREIGN NONPROFIT CORPORATION AUTHORIZED
TO CONDUCT AFFAIRS IN THIS STATE SHALL APPLY FOR WITHDRAWAL BY
DELIVERING TO THE SECRETARY OF STATE FOR FILING, AN APPLICATION
FOR WITHDRAWAL SETTING FORTH:
(a) ITS CORPORATE NAME AND ITS ASSUMED
CORPORATE NAME, IF ANY;
(b) THE ADDRESS OF ITS PRINCIPAL OFFICE
OR, IF NONE IS TO BE MAINTAINED, A STATEMENT THAT THE FOREIGN
NONPROFIT CORPORATION WILL NOT MAINTAIN A PRINCIPAL OFFICE, AND,
IF DIFFERENT FROM THE ADDRESS OF THE PRINCIPAL OFFICE OR IF NO
PRINCIPAL OFFICE IS TO BE MAINTAINED, THE ADDRESS TO WHICH SERVICE
OF PROCESS MAY BE MAILED PURSUANT TO SECTION 7135202;
(c) THE NAME OF THE STATE OR COUNTRY UNDER
WHOSE LAW IT IS INCORPORATED;
(d) THAT IT IS NOT CONDUCTING AFFAIRS
IN THIS STATE AND THAT IT SURRENDERS ITS AUTHORITY TO CONDUCT
AFFAIRS IN THIS STATE;
(e) ALL TRADE OR ASSUMED NAMES USED BY
IT PURSUANT TO SECTION 771101, TOGETHER WITH A STATEMENT
THAT THE SAME ARE TO BE CANCELED; AND
(f) SUCH ADDITIONAL INFORMATION AS THE
SECRETARY OF STATE DETERMINES IS NECESSARY OR APPROPRIATE TO DETERMINE
WHETHER THE FOREIGN NONPROFIT CORPORATION IS ENTITLED TO WITHDRAW
AND TO DETERMINE AND ASSESS ANY UNPAID TAXES, FEES, AND PENALTIES
PAYABLE BY IT AS PRESCRIBED IN ARTICLES 121 TO 137 OF THIS TITLE.
(3) IF A FOREIGN NONPROFIT CORPORATION
DELIVERS TO THE SECRETARY OF STATE AN APPLICATION FOR WITHDRAWAL
BEFORE THE DATE ON WHICH A CORPORATE REPORT IS DUE, AND THE APPLICATION
FOR WITHDRAWAL IS FILED WITHIN THIRTY DAYS AFTER THE DATE OF ITS
DELIVERY TO THE SECRETARY OF STATE, THE FOREIGN NONPROFIT CORPORATION
SHALL BE RELIEVED OF ITS OBLIGATION TO FILE SUCH CORPORATE REPORT
OR PAY THE FEE THEREFOR.
7135202. Service on withdrawn
foreign nonprofit corporation. (1) A
FOREIGN NONPROFIT CORPORATION THAT HAS WITHDRAWN FROM THIS STATE
PURSUANT TO SECTION 7135201 SHALL EITHER:
(a) MAINTAIN A REGISTERED AGENT IN THIS
STATE TO ACCEPT SERVICE ON ITS BEHALF IN ANY PROCEEDING BASED
ON A CAUSE OF ACTION ARISING DURING THE TIME IT WAS AUTHORIZED
TO CONDUCT AFFAIRS IN THIS STATE; OR
(b) BE DEEMED TO HAVE AUTHORIZED SERVICE
OF PROCESS ON IT IN CONNECTION WITH SUCH CAUSES OF ACTION BY REGISTERED
OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE ADDRESS OF
ITS PRINCIPAL OFFICE, IF ANY, AS SET FORTH IN ITS APPLICATION
FOR WITHDRAWAL OR AS LAST CHANGED BY NOTICE DELIVERED TO THE SECRETARY
OF STATE FOR FILING OR TO THE ADDRESS FOR SERVICE OF PROCESS THAT
IS STATED IN ITS APPLICATION FOR WITHDRAWAL OR AS LAST CHANGED
BY NOTICE DELIVERED TO THE SECRETARY OF STATE FOR FILING.
(2) SERVICE EFFECTED PURSUANT TO PARAGRAPH
(b) OF SUBSECTION (1) OF THIS SECTION IS PERFECTED AT THE EARLIEST
OF:
(a) THE DATE THE WITHDRAWN FOREIGN NONPROFIT
CORPORATION RECEIVES THE PROCESS, NOTICE, OR DEMAND;
(b) THE DATE SHOWN ON THE RETURN RECEIPT,
IF SIGNED ON BEHALF OF THE WITHDRAWN FOREIGN NONPROFIT CORPORATION;
OR
(c) FIVE DAYS AFTER MAILING BY FIRST CLASS
MAIL.
(3) SUBSECTION (1) OF THIS SECTION DOES
NOT PRESCRIBE THE ONLY MEANS, OR NECESSARILY THE REQUIRED MEANS,
OF SERVING A WITHDRAWN FOREIGN NONPROFIT CORPORATION.
PART 3
REVOCATION
7135301. Grounds for revocation.
(1) THE SECRETARY OF STATE SHALL COMMENCE A PROCEEDING
UNDER SECTION 7135302 TO REVOKE THE AUTHORITY
OF A FOREIGN NONPROFIT CORPORATION TO CONDUCT AFFAIRS IN THIS
STATE IF:
(a) THE FOREIGN NONPROFIT CORPORATION
DOES NOT DELIVER ITS CORPORATE REPORT TO THE SECRETARY OF STATE
WHEN IT IS DUE;
(b) THE FOREIGN NONPROFIT CORPORATION
DOES NOT PAY ANY TAXES, FEES, OR PENALTIES IMPOSED BY ARTICLES 121
TO 137 OF THIS TITLE WHEN THEY ARE DUE;
(c) THE FOREIGN NONPROFIT CORPORATION
IS WITHOUT A REGISTERED AGENT OR REGISTERED OFFICE;
(d) THE FOREIGN NONPROFIT CORPORATION
DOES NOT INFORM THE SECRETARY OF STATE PURSUANT TO SECTIONS 7135109
AND 7135110 THAT ITS REGISTERED AGENT OR REGISTERED
OFFICE HAS CHANGED, THAT ITS REGISTERED AGENT HAS RESIGNED, OR
THAT ITS REGISTERED OFFICE HAS BEEN DISCONTINUED;
(e) AN INCORPORATOR, DIRECTOR, OFFICER,
OR AGENT OF THE FOREIGN NONPROFIT CORPORATION SIGNED A DOCUMENT
SUCH PERSON KNEW WAS FALSE IN ANY MATERIAL RESPECT WITH THE INTENT
THAT THE DOCUMENT BE DELIVERED TO THE SECRETARY OF STATE FOR FILING;
OR
(f) THE SECRETARY OF STATE RECEIVES A
DULY AUTHENTICATED CERTIFICATE FROM THE SECRETARY OF STATE OR
OTHER OFFICIAL HAVING CUSTODY OF CORPORATE RECORDS IN THE STATE
OR COUNTRY UNDER WHOSE LAW THE FOREIGN NONPROFIT CORPORATION WAS
INCORPORATED TO THE EFFECT THAT IT NO LONGER EXISTS AS THE RESULT
OF A DISSOLUTION OR MERGER.
7135302. Procedure for
and effect of revocation. (1) IF
THE SECRETARY OF STATE DETERMINES THAT ONE OR MORE GROUNDS EXIST
UNDER SECTION 7135301 FOR REVOKING THE AUTHORITY OF
A FOREIGN NONPROFIT CORPORATION TO CONDUCT AFFAIRS IN THIS STATE,
THE SECRETARY OF STATE SHALL MAIL BY FIRST CLASS MAIL WRITTEN
NOTICE OF THE DETERMINATION TO THE FOREIGN NONPROFIT CORPORATION,
STATING SUCH GROUND OR GROUNDS FOR REVOCATION.
(2) IF THE FOREIGN NONPROFIT CORPORATION
DOES NOT CORRECT EACH GROUND FOR REVOCATION, OR DEMONSTRATE TO
THE REASONABLE SATISFACTION OF THE SECRETARY OF STATE THAT EACH
SUCH GROUND DOES NOT EXIST, WITHIN SIXTY DAYS AFTER MAILING OF
THE NOTICE SPECIFIED IN SUBSECTION (1) OF THIS SECTION, THE SECRETARY
OF STATE MAY REVOKE THE FOREIGN NONPROFIT CORPORATION'S AUTHORITY
TO CONDUCT AFFAIRS IN THIS STATE. THE SECRETARY OF STATE SHALL
MAIL BY FIRST CLASS MAIL WRITTEN NOTICE OF THE REVOCATION, STATING
THE EFFECTIVE DATE THEREOF, TO THE FOREIGN NONPROFIT CORPORATION
AND SHALL MAIL A COPY OF SUCH NOTICE TO THE LAST REGISTERED AGENT
OF THE FOREIGN NONPROFIT CORPORATION.
(3) REVOCATION OF A FOREIGN NONPROFIT
CORPORATION'S AUTHORITY TO CONDUCT AFFAIRS IN THIS STATE TERMINATES
THE AUTHORITY OF THE REGISTERED AGENT OF THE FOREIGN NONPROFIT
CORPORATION.
(4) UPON THE REVOCATION OF A FOREIGN NONPROFIT
CORPORATION'S AUTHORITY TO CONDUCT AFFAIRS IN THIS STATE, THE
SECRETARY OF STATE SHALL BE THE FOREIGN NONPROFIT CORPORATION'S
AGENT FOR SERVICE OF PROCESS IN ANY PROCEEDING BASED ON A CAUSE
OF ACTION WHICH AROSE DURING THE TIME THE FOREIGN NONPROFIT CORPORATION
CONDUCTED AFFAIRS IN THIS STATE OR WAS AUTHORIZED TO CONDUCT AFFAIRS
IN THIS STATE. SERVICE OF PROCESS ON THE SECRETARY OF STATE UNDER
THIS SUBSECTION (4) IS SERVICE ON THE FOREIGN NONPROFIT CORPORATION.
UPON RECEIPT OF PROCESS, THE SECRETARY OF STATE SHALL DELIVER
A COPY OF THE PROCESS TO THE FOREIGN NONPROFIT CORPORATION AT
ITS PRINCIPAL OFFICE.
7135303. Appeal from revocation.
(1) A FOREIGN NONPROFIT CORPORATION MAY APPEAL THE
SECRETARY OF STATE'S REVOCATION OF ITS AUTHORITY TO CONDUCT AFFAIRS
IN THIS STATE TO THE DISTRICT COURT IN AND FOR THE CITY AND COUNTY
OF DENVER OR TO THE DISTRICT COURT OF THE COUNTY IN THIS STATE
WHERE THE FOREIGN NONPROFIT CORPORATION'S REGISTERED OR PRINCIPAL
OFFICE IS LOCATED, WITHIN THIRTY DAYS AFTER MAILING OF THE NOTICE
OF REVOCATION, BY PETITIONING THE COURT TO SET ASIDE THE REVOCATION
AND ATTACHING TO THE PETITION COPIES OF ITS APPLICATION FOR AUTHORITY
TO CONDUCT AFFAIRS AND ANY AMENDED APPLICATIONS, EACH AS FILED,
AND THE SECRETARY OF STATE'S NOTICE OF REVOCATION.
(2) THE COURT MAY SUMMARILY ORDER THE
SECRETARY OF STATE TO REINSTATE THE AUTHORITY OF A FOREIGN NONPROFIT
CORPORATION TO CONDUCT AFFAIRS IN THIS STATE OR MAY TAKE ANY OTHER
ACTION THE COURT CONSIDERS APPROPRIATE.
(3) THE COURT'S ORDER OR DECISION MAY
BE APPEALED AS IN OTHER CIVIL PROCEEDINGS.
ARTICLE 136
Records, Information, and Reports
7136101. Corporate records.
(1) A NONPROFIT CORPORATION SHALL KEEP AS PERMANENT
RECORDS MINUTES OF ALL MEETINGS OF ITS MEMBERS AND BOARD OF DIRECTORS,
A RECORD OF ALL ACTIONS TAKEN BY THE MEMBERS OR BOARD OF DIRECTORS
WITHOUT A MEETING, A RECORD OF ALL ACTIONS TAKEN BY A COMMITTEE
OF THE BOARD OF DIRECTORS IN PLACE OF THE BOARD OF DIRECTORS ON
BEHALF OF THE NONPROFIT CORPORATION, AND A RECORD OF ALL WAIVERS
OF NOTICES OF MEETINGS OF MEMBERS AND OF THE BOARD OF DIRECTORS
OR ANY COMMITTEE OF THE BOARD OF DIRECTORS.
(2) A NONPROFIT CORPORATION SHALL MAINTAIN
APPROPRIATE ACCOUNTING RECORDS.
(3) A NONPROFIT CORPORATION OR ITS AGENT
SHALL MAINTAIN A RECORD OF ITS MEMBERS IN A FORM THAT PERMITS
PREPARATION OF A LIST OF THE NAME AND ADDRESS OF ALL MEMBERS IN
ALPHABETICAL ORDER, BY CLASS, SHOWING THE NUMBER OF VOTES EACH
MEMBER IS ENTITLED TO VOTE.
(4) A NONPROFIT CORPORATION SHALL MAINTAIN
ITS RECORDS IN WRITTEN FORM OR IN ANOTHER FORM CAPABLE OF CONVERSION
INTO WRITTEN FORM WITHIN A REASONABLE TIME.
(5) A NONPROFIT CORPORATION SHALL KEEP
A COPY OF EACH OF THE FOLLOWING RECORDS AT ITS PRINCIPAL OFFICE:
(a) ITS ARTICLES OF INCORPORATION;
(b) ITS BYLAWS;
(c) RESOLUTIONS ADOPTED BY ITS BOARD OF
DIRECTORS RELATING TO THE CHARACTERISTICS, QUALIFICATIONS, RIGHTS,
LIMITATIONS, AND OBLIGATIONS OF MEMBERS OR ANY CLASS OR CATEGORY
OF MEMBERS;
(d) THE MINUTES OF ALL MEMBERS=
MEETINGS, AND RECORDS OF ALL ACTION TAKEN BY MEMBERS WITHOUT A
MEETING, FOR THE PAST THREE YEARS;
(e) ALL WRITTEN COMMUNICATIONS WITHIN
THE PAST THREE YEARS TO MEMBERS GENERALLY AS MEMBERS;
(f) A LIST OF THE NAMES AND BUSINESS OR
HOME ADDRESSES OF ITS CURRENT DIRECTORS AND OFFICERS;
(g) A COPY OF ITS MOST RECENT CORPORATE
REPORT DELIVERED TO THE SECRETARY OF STATE UNDER SECTION 7136107;
AND
(h) ALL FINANCIAL STATEMENTS PREPARED
FOR PERIODS ENDING DURING THE LAST THREE YEARS THAT A MEMBER COULD
HAVE REQUESTED UNDER SECTION 7136106.
7136102. Inspection of
corporate records by members. (1) A
MEMBER IS ENTITLED TO INSPECT AND COPY, DURING REGULAR BUSINESS
HOURS AT THE NONPROFIT CORPORATION=S
PRINCIPAL OFFICE, ANY OF THE RECORDS OF THE NONPROFIT CORPORATION
DESCRIBED IN SECTION 7136101 (5) IF THE MEMBER GIVES
THE NONPROFIT CORPORATION WRITTEN DEMAND AT LEAST FIVE BUSINESS
DAYS BEFORE THE DATE ON WHICH THE MEMBER WISHES TO INSPECT AND
COPY SUCH RECORDS.
(2) PURSUANT TO SUBSECTION (5) OF THIS
SECTION, A MEMBER IS ENTITLED TO INSPECT AND COPY, DURING REGULAR
BUSINESS HOURS AT A REASONABLE LOCATION SPECIFIED BY THE NONPROFIT
CORPORATION, ANY OF THE OTHER RECORDS OF THE NONPROFIT CORPORATION
IF THE MEMBER MEETS THE REQUIREMENTS OF SUBSECTION (3) OF THIS
SECTION AND GIVES THE NONPROFIT CORPORATION WRITTEN DEMAND AT
LEAST FIVE BUSINESS DAYS BEFORE THE DATE ON WHICH THE MEMBER WISHES
TO INSPECT AND COPY SUCH RECORDS.
(3) A MEMBER MAY INSPECT AND COPY THE
RECORDS DESCRIBED IN SUBSECTION (2) OF THIS SECTION ONLY IF:
(a) THE MEMBER HAS BEEN A MEMBER FOR AT
LEAST THREE MONTHS IMMEDIATELY PRECEDING THE DEMAND TO INSPECT
OR COPY OR IS A MEMBER HOLDING AT LEAST FIVE PERCENT OF THE VOTING
POWER AS OF THE DATE THE DEMAND IS MADE;
(b) THE DEMAND IS MADE IN GOOD FAITH AND
FOR A PROPER PURPOSE;
(c) THE MEMBER DESCRIBES WITH REASONABLE
PARTICULARITY THE PURPOSE AND THE RECORDS THE MEMBER DESIRES TO
INSPECT; AND
(d) THE RECORDS ARE DIRECTLY CONNECTED
WITH THE DESCRIBED PURPOSE.
(4) FOR PURPOSES OF THIS SECTION:
(a) "MEMBER" INCLUDES A BENEFICIAL
OWNER WHOSE MEMBERSHIP INTEREST IS HELD IN A VOTING TRUST AND
ANY OTHER BENEFICIAL OWNER OF A MEMBERSHIP INTEREST WHO ESTABLISHES
BENEFICIAL OWNERSHIP.
(b) "PROPER PURPOSE" MEANS A
PURPOSE REASONABLY RELATED TO THE DEMANDING MEMBER=S
INTEREST AS A MEMBER.
(5) THE RIGHT OF INSPECTION GRANTED BY
THIS SECTION MAY NOT BE ABOLISHED OR LIMITED BY THE ARTICLES OF
INCORPORATION OR BYLAWS.
(6) THIS SECTION DOES NOT AFFECT:
(a) THE RIGHT OF A MEMBER TO INSPECT RECORDS
UNDER SECTION 7B127B201;
(b) THE RIGHT OF A MEMBER TO INSPECT RECORDS
TO THE SAME EXTENT AS ANY OTHER LITIGANT IF THE MEMBER IS IN LITIGATION
WITH THE NONPROFIT CORPORATION; OR
(c) THE POWER OF A COURT, INDEPENDENT
OF ARTICLES 121 TO 137 OF THIS TITLE, TO COMPEL THE PRODUCTION
OF CORPORATE RECORDS FOR EXAMINATION.
7136103. Scope of member=s
inspection right. (1) A MEMBER=S
AGENT OR ATTORNEY HAS THE SAME INSPECTION AND COPYING RIGHTS AS
THE MEMBER.
(2) THE RIGHT TO COPY RECORDS UNDER SECTION
7136102 INCLUDES, IF REASONABLE, THE RIGHT TO RECEIVE
COPIES MADE BY PHOTOGRAPHIC, XEROGRAPHIC, ELECTRONIC OR OTHER
MEANS.
(3) EXCEPT AS PROVIDED IN SECTION 7136106, THE NONPROFIT CORPORATION MAY IMPOSE A REASONABLE CHARGE, COVERING THE COSTS OF LABOR AND MATERIAL, FOR COPIES OF ANY DOCUMENTS PROVIDED TO THE MEMBER. THE CHARGE MAY NOT EXCEED THE ESTIMATED COST OF PRODUCTION AND REPRODUCTION OF THE RECORDS.
(4) THE NONPROFIT CORPORATION MAY COMPLY
WITH A MEMBER=S
DEMAND TO INSPECT THE RECORD OF MEMBERS UNDER SECTION 7136102
(2) (c) BY FURNISHING TO THE MEMBER A LIST OF MEMBERS THAT COMPLIES
WITH SECTION 7136101 (3) AND WAS COMPILED NO EARLIER
THAN THE DATE OF THE MEMBER=S
DEMAND.
7136104. Courtordered
inspection of corporate records. (1) IF
A NONPROFIT CORPORATION REFUSES TO ALLOW A MEMBER, OR THE MEMBER=S
AGENT OR ATTORNEY, WHO COMPLIES WITH SECTION 7136102
(1) TO INSPECT OR COPY ANY RECORDS THAT THE MEMBER IS ENTITLED
TO INSPECT OR COPY BY SAID SECTION, THE DISTRICT COURT OF THE
COUNTY IN THIS STATE WHERE THE NONPROFIT CORPORATION=S
PRINCIPAL OFFICE IS LOCATED OR, IF THE NONPROFIT CORPORATION HAS
NO PRINCIPAL OFFICE IN THIS STATE, THE DISTRICT COURT OF THE COUNTY
IN WHICH ITS REGISTERED OFFICE IS LOCATED OR, IF THE NONPROFIT
CORPORATION HAS NO REGISTERED OFFICE, THE DISTRICT COURT FOR THE
CITY AND COUNTY OF DENVER MAY, ON APPLICATION OF THE MEMBER, SUMMARILY
ORDER THE INSPECTION OR COPYING OF THE RECORDS DEMANDED AT THE
NONPROFIT CORPORATION'S EXPENSE.
(2) IF A NONPROFIT CORPORATION REFUSES
TO ALLOW A MEMBER, OR THE MEMBER=S
AGENT OR ATTORNEY, WHO COMPLIES WITH SECTION 7136102
(2) AND (3) TO INSPECT OR COPY ANY RECORDS THAT THE MEMBER IS
ENTITLED TO INSPECT OR COPY PURSUANT TO SECTION 7136102
(2) AND (3) WITHIN A REASONABLE TIME FOLLOWING THE MEMBER=S
DEMAND, THE DISTRICT COURT OF THE COUNTY IN THIS STATE WHERE THE
NONPROFIT CORPORATION=S
PRINCIPAL OFFICE IS LOCATED OR, IF THE NONPROFIT CORPORATION HAS
NO PRINCIPAL OFFICE IN THIS STATE, THE DISTRICT COURT OF THE COUNTY
IN WHICH ITS REGISTERED OFFICE IS LOCATED OR, IF THE NONPROFIT
CORPORATION HAS NO REGISTERED OFFICE, THE DISTRICT COURT FOR THE
CITY AND COUNTY OF DENVER MAY, ON APPLICATION OF THE MEMBER, SUMMARILY
ORDER THE INSPECTION OR COPYING OF THE RECORDS DEMANDED.
(3) IF A COURT ORDERS INSPECTION OR COPYING
OF THE RECORDS DEMANDED, UNLESS THE NONPROFIT CORPORATION PROVES
THAT IT REFUSED INSPECTION OR COPYING IN GOOD FAITH BECAUSE IT
HAD A REASONABLE BASIS FOR DOUBT ABOUT THE RIGHT OF THE MEMBER,
OR THE MEMBER=S
AGENT OR ATTORNEY, TO INSPECT OR COPY THE RECORDS DEMANDED:
(a) THE COURT SHALL ALSO ORDER THE NONPROFIT
CORPORATION TO PAY THE MEMBER=S
COSTS, INCLUDING REASONABLE COUNSEL FEES, INCURRED TO OBTAIN THE
ORDER;
(b) THE COURT MAY ORDER THE NONPROFIT
CORPORATION TO PAY THE MEMBER FOR ANY DAMAGES THE MEMBER INCURRED;
(c) IF INSPECTION OR COPYING IS ORDERED
PURSUANT TO SUBSECTION (2) OF THIS SECTION, THE COURT MAY ORDER
THE NONPROFIT CORPORATION TO PAY THE MEMBER=S
INSPECTION AND COPYING EXPENSES; AND
(d) THE COURT MAY GRANT THE MEMBER ANY
OTHER REMEDY PROVIDED BY LAW.
(4) IF A COURT ORDERS INSPECTION OR COPYING
OF RECORDS DEMANDED, IT MAY IMPOSE REASONABLE RESTRICTIONS ON
THE USE OR DISTRIBUTION OF THE RECORDS BY THE DEMANDING MEMBER.
7136105. Limitations on
use of membership list. (1) WITHOUT
CONSENT OF THE BOARD OF DIRECTORS, A MEMBERSHIP LIST OR ANY PART
THEREOF MAY NOT BE OBTAINED OR USED BY ANY PERSON FOR ANY PURPOSE
UNRELATED TO A MEMBER=S
INTEREST AS A MEMBER.
(2) WITHOUT LIMITING THE GENERALITY OF
SUBSECTION (1) OF THIS SECTION, WITHOUT THE CONSENT OF THE BOARD
OF DIRECTORS A MEMBERSHIP LIST OR ANY PART THEREOF MAY NOT BE:
(a) USED TO SOLICIT MONEY OR PROPERTY
UNLESS SUCH MONEY OR PROPERTY WILL BE USED SOLELY TO SOLICIT THE
VOTES OF THE MEMBERS IN AN ELECTION TO BE HELD BY THE NONPROFIT
CORPORATION;
(b) USED FOR ANY COMMERCIAL PURPOSE; OR
(c) SOLD TO OR PURCHASED BY ANY PERSON.
7136106. Financial statements. UPON THE WRITTEN REQUEST OF ANY MEMBER, A NONPROFIT CORPORATION SHALL MAIL TO SUCH MEMBER ITS MOST RECENT ANNUAL FINANCIAL STATEMENTS, IF ANY, AND ITS MOST RECENTLY PUBLISHED FINANCIAL STATEMENTS, IF ANY, SHOWING IN REASONABLE DETAIL ITS ASSETS AND LIABILITIES AND RESULTS OF ITS OPERATIONS.
7136107. Corporate report
to secretary of state. (1) EACH
DOMESTIC NONPROFIT CORPORATION, AND EACH FOREIGN NONPROFIT CORPORATION
AUTHORIZED TO TRANSACT BUSINESS IN THIS STATE, SHALL DELIVER TO
THE SECRETARY OF STATE FOR FILING, A CORPORATE REPORT THAT SETS
FORTH:
(a) THE CORPORATE NAME OF THE DOMESTIC
OR FOREIGN NONPROFIT CORPORATION AND THE ASSUMED CORPORATE NAME,
IF ANY, OF THE FOREIGN NONPROFIT CORPORATION;
(b) THE STATE OR COUNTRY UNDER WHOSE LAW
IT IS INCORPORATED;
(c) THE STREET ADDRESS OF ITS REGISTERED
OFFICE AND THE NAME OF ITS REGISTERED AGENT AT THAT OFFICE;
(d) THE STREET ADDRESS OF ITS PRINCIPAL
OFFICE; AND
(e) THE NAMES AND ADDRESSES OF ITS DIRECTORS
AND PRINCIPAL OFFICERS.
(2) THE CORPORATE REPORT SHALL BE MADE
ON A FORM PRESCRIBED AND FURNISHED BY THE SECRETARY OF STATE WHO
SHALL DELIVER A COPY THEREOF TO EACH DOMESTIC NONPROFIT CORPORATION
AND EACH FOREIGN NONPROFIT CORPORATION AUTHORIZED TO TRANSACT
BUSINESS IN THIS STATE. THE COPY OF THE REPORT FORM FOR THE FIRST
CORPORATE REPORT OF A DOMESTIC OR FOREIGN NONPROFIT CORPORATION
SHALL BE DELIVERED TO THE DOMESTIC OR FOREIGN NONPROFIT CORPORATION
IN THE SECOND CALENDAR YEAR SUCCEEDING THE CALENDAR YEAR IN WHICH
THE DOMESTIC NONPROFIT CORPORATION IS INCORPORATED OR THE APPLICATION
FOR AUTHORITY TO TRANSACT BUSINESS OF THE FOREIGN NONPROFIT CORPORATION
IS FILED BY THE SECRETARY OF STATE, AS THE CASE MAY BE. A COPY
OF THE REPORT FORM SHALL BE DELIVERED EVERY TWO YEARS THEREAFTER.
INFORMATION IN THE CORPORATE REPORT SHALL BE CURRENT AS OF THE
DATE THE CORPORATE REPORT IS EXECUTED ON BEHALF OF THE NONPROFIT
CORPORATION.
(3) THE CORPORATE REPORT SHALL BE DELIVERED
TO THE SECRETARY OF STATE FOR FILING NO LATER THAN THE END OF
THE SECOND CALENDAR MONTH FOLLOWING THE CALENDAR MONTH IN WHICH
THE COPY OF THE REPORT FORM THAT IS REQUIRED TO BE DELIVERED TO
THE DOMESTIC OR FOREIGN NONPROFIT CORPORATION PURSUANT TO SUBSECTION
(2) OF THIS SECTION IS SO DELIVERED. PROOF TO THE SATISFACTION
OF THE SECRETARY OF STATE THAT, BEFORE SUCH DATE, THE CORPORATE
REPORT WAS DELIVERED SHALL BE DEEMED A COMPLIANCE WITH THIS SUBSECTION
(3).
(4) EACH DOMESTIC NONPROFIT CORPORATION
AND FOREIGN NONPROFIT CORPORATION AUTHORIZED TO TRANSACT BUSINESS
IN THIS STATE THAT FAILS OR REFUSES TO FILE ITS CORPORATE REPORT
WITHIN THE TIME PRESCRIBED BY SUBSECTION (3) OF THIS SECTION AND
PAY THE FEE PRESCRIBED THEREFOR SHALL BE SUBJECT TO A LATE FILING
FEE, WHICH SHALL BE DETERMINED AND COLLECTED PURSUANT TO SECTION
2421104 (3), C.R.S.; EXCEPT THAT NO SUCH LATE FEE
SHALL BE IMPOSED IF THE FORMS REQUIRED TO BE FURNISHED BY THE
SECRETARY OF STATE PURSUANT TO SUBSECTION (2) OF THIS SECTION
ARE UNAVAILABLE AND SUCH UNAVAILABILITY RESULTS IN FAILURE TO
FILE WITHIN THE TIME PRESCRIBED BY SUBSECTION (3) OF THIS SECTION.
THE AMOUNT OF ANY UNPAID REPORT FEE AND THE AMOUNT OF THE LATE
FEE SHALL BE SEPARATELY STATED IN ANY NOTICE TO THE NONPROFIT
CORPORATION WITH RESPECT THERETO.
(5) IF A CORPORATE REPORT CONTAINS THE
INFORMATION REQUIRED BY THIS SECTION IT SHALL BE FILED BY THE
SECRETARY OF STATE. IF A CORPORATE REPORT DOES NOT CONTAIN THE
INFORMATION REQUIRED BY THIS SECTION THE SECRETARY OF STATE SHALL
PROMPTLY RETURN THE CORPORATE REPORT TO THE REPORTING DOMESTIC
OR FOREIGN NONPROFIT CORPORATION FOR CORRECTION, TOGETHER WITH
A WRITTEN NOTICE PROVIDING A BRIEF EXPLANATION OF THE REASON FOR
ITS REJECTION. IF THE CORPORATE REPORT WAS OTHERWISE TIMELY FILED
AND IS CORRECTED TO CONTAIN THE INFORMATION REQUIRED BY THIS SECTION
AND DELIVERED TO THE SECRETARY OF STATE WITHIN THIRTY DAYS AFTER
THE EFFECTIVE DATE OF THE NOTICE OF REJECTION, IT IS DEEMED TO
BE TIMELY FILED.
(6) A DOMESTIC OR FOREIGN NONPROFIT CORPORATION
MAY DELIVER TO THE SECRETARY OF STATE FOR FILING AN AMENDMENT
TO ITS CORPORATE REPORT REFLECTING ANY CHANGE IN THE INFORMATION
CONTAINED IN ITS CORPORATE REPORT AS LAST AMENDED.
7136108. Statement of person
named as director or officer. (1) ANY
PERSON NAMED AS A DIRECTOR OR OFFICER OF A DOMESTIC OR FOREIGN
NONPROFIT CORPORATION IN A CORPORATE REPORT OR OTHER DOCUMENT
ON FILE WITH THE SECRETARY OF STATE MAY, IF SUCH PERSON DOES NOT
HOLD SUCH POSITION, DELIVER TO THE SECRETARY OF STATE FOR FILING
A STATEMENT SETTING FORTH:
(a) THE PERSON=S
NAME;
(b) THE NAME OF THE DOMESTIC OR FOREIGN
NONPROFIT CORPORATION;
(c) INFORMATION SUFFICIENT TO IDENTIFY
THE CORPORATE REPORT OR OTHER DOCUMENT IN WHICH THE PERSON IS
NAMED AS A DIRECTOR OR OFFICER; AND
(d) THE DATE ON WHICH THE PERSON CEASED
TO BE A DIRECTOR OR OFFICER OF THE DOMESTIC OR FOREIGN NONPROFIT
CORPORATION, OR A STATEMENT THAT THE PERSON DID NOT HOLD THE POSITION
FOR WHICH THE PERSON WAS NAMED IN SUCH CORPORATE REPORT OR OTHER
DOCUMENT.
7136109. Interrogatories
by secretary of state. (1) THE
SECRETARY OF STATE MAY PROPOUND TO ANY NONPROFIT CORPORATION,
DOMESTIC OR FOREIGN, SUBJECT TO THE PROVISIONS OF ARTICLES 121
TO 137 OF THIS TITLE AND TO ANY OFFICER OR DIRECTOR THEREOF, SUCH
INTERROGATORIES AS MAY BE REASONABLY NECESSARY AND PROPER TO ENABLE
THE SECRETARY OF STATE TO ASCERTAIN WHETHER THE NONPROFIT CORPORATION
HAS COMPLIED WITH ALL THE PROVISIONS OF ARTICLES 121 TO 137 OF
THIS TITLE APPLICABLE TO THE NONPROFIT CORPORATION. THE INTERROGATORIES
SHALL BE ANSWERED WITHIN THIRTY DAYS AFTER THE MAILING THEREOF
OR WITHIN SUCH ADDITIONAL TIME AS FIXED BY THE SECRETARY OF STATE,
AND THE ANSWERS THERETO SHALL BE FULL AND COMPLETE AND SHALL BE
MADE IN WRITING. IF THE INTERROGATORIES ARE DIRECTED TO AN INDIVIDUAL
THEY SHALL BE ANSWERED BY THE INDIVIDUAL, AND IF DIRECTED TO A
NONPROFIT CORPORATION THEY SHALL BE ANSWERED BY THE CHAIRMAN OF
THE BOARD OF DIRECTORS OF THE NONPROFIT CORPORATION, BY ALL OF
ITS DIRECTORS, BY ONE OF ITS OFFICERS, OR BY ANY OTHER PERSON
AUTHORIZED TO ANSWER THE INTERROGATORIES AS THE NONPROFIT CORPORATION'S
AGENT. THE SECRETARY OF STATE NEED NOT FILE ANY DOCUMENT TO WHICH
SUCH INTERROGATORIES RELATE UNTIL THE INTERROGATORIES ARE ANSWERED
AS PROVIDED IN THIS SECTION, AND NOT THEN IF THE ANSWERS THERETO
DISCLOSE THAT THE DOCUMENT IS NOT IN CONFORMITY WITH THE PROVISIONS
OF ARTICLES 121 TO 137 OF THIS TITLE. THE SECRETARY OF STATE SHALL
CERTIFY TO THE ATTORNEY GENERAL, FOR SUCH ACTION AS THE ATTORNEY
GENERAL MAY DEEM APPROPRIATE, ALL INTERROGATORIES AND ANSWERS
THERETO WHICH DISCLOSE A VIOLATION OF ANY OF THE PROVISIONS OF
ARTICLES 121 TO 137 OF THIS TITLE.
(2) INTERROGATORIES PROPOUNDED BY THE
SECRETARY OF STATE, AND THE ANSWERS THERETO, SHALL NOT BE OPEN
TO PUBLIC INSPECTION NOR SHALL THE SECRETARY OF STATE DISCLOSE
ANY FACTS OR INFORMATION OBTAINED THEREFROM, EXCEPT AS THE OFFICIAL
DUTIES OF THE SECRETARY OF STATE MAY REQUIRE THE SAME TO BE MADE
PUBLIC, OR IN THE EVENT SUCH INTERROGATORIES OR THE ANSWERS THERETO
ARE REQUIRED FOR EVIDENCE IN ANY CRIMINAL PROCEEDINGS OR IN ANY
OTHER ACTION BY THIS STATE.
(3) EACH DOMESTIC OR FOREIGN NONPROFIT
CORPORATION THAT FAILS OR REFUSES TO ANSWER TRUTHFULLY AND FULLY,
WITHIN THE TIME PRESCRIBED BY SUBSECTION (1) OF THIS SECTION,
INTERROGATORIES PROPOUNDED TO THE DOMESTIC OR FOREIGN NONPROFIT
CORPORATION BY THE SECRETARY OF STATE IN ACCORDANCE WITH THE PROVISIONS
OF SUBSECTION (1) OF THIS SECTION IS GUILTY OF A MISDEMEANOR AND,
UPON CONVICTION THEREOF, SHALL BE PUNISHED BY A FINE OF NOT MORE
THAN FIVE HUNDRED DOLLARS.
(4) EACH OFFICER AND DIRECTOR OF A DOMESTIC
OR FOREIGN NONPROFIT CORPORATION WHO FAILS OR REFUSES TO ANSWER
TRUTHFULLY AND FULLY, WITHIN THE TIME PRESCRIBED BY SUBSECTION
(1) OF THIS SECTION, INTERROGATORIES PROPOUNDED TO THE OFFICER
OR DIRECTOR BY THE SECRETARY OF STATE IN ACCORDANCE WITH THE PROVISIONS
OF SUBSECTION (1) OF THIS SECTION OR WHO SIGNS A DOCUMENT FILED
WITH THE SECRETARY OF STATE PURSUANT TO ANY PROVISION OF ARTICLES
121 TO 137 OF THIS TITLE WHICH IS KNOWN TO SUCH OFFICER OR DIRECTOR
TO BE FALSE IN ANY MATERIAL RESPECT, IS GUILTY OF A MISDEMEANOR
AND, UPON CONVICTION THEREOF, SHALL BE PUNISHED BY A FINE OF NOT
MORE THAN ONE THOUSAND DOLLARS.
(5) THE ATTORNEY GENERAL MAY ENFORCE THE
PROVISIONS OF THIS SECTION IN AN ACTION BROUGHT IN THE DISTRICT
COURT OF THE COUNTY IN THIS STATE WHERE THE NONPROFIT CORPORATION'S
PRINCIPAL OFFICE OR REGISTERED OFFICE IS LOCATED OR, IF THE NONPROFIT
CORPORATION HAS NO PRINCIPAL OR REGISTERED OFFICE IN THIS STATE,
IN THE DISTRICT COURT IN AND FOR THE CITY AND COUNTY OF DENVER.
ARTICLE 137
Transition Provisions
PART 1
APPLICATION OF ACT
7137101. Application to
existing corporations. (1) (a) FOR
PURPOSES OF THIS ARTICLE, "EXISTING CORPORATE ENTITY"
MEANS ANY CORPORATE ENTITY THAT WAS IN EXISTENCE ON JUNE 30, 1998,
AND THAT WAS INCORPORATED UNDER ARTICLES 20 TO 29 OF THIS TITLE
OR ELECTED TO ACCEPT SUCH ARTICLES AS PROVIDED THEREIN.
(b) A CORPORATE ENTITY THAT WAS EITHER
INCORPORATED UNDER OR ELECTED TO ACCEPT ARTICLES 20 TO 29 OF THIS
TITLE AND THAT WAS SUSPENDED OR, AS A CONSEQUENCE OF SUCH SUSPENSION,
DISSOLVED BY OPERATION OF LAW BEFORE JULY 1, 1998, AND WAS ELIGIBLE
FOR REINSTATEMENT OR RESTORATION, RENEWAL AND REVIVAL ON JUNE
30, 1998, SHALL BE DEEMED TO BE IN EXISTENCE ON THAT DATE FOR
PURPOSES OF THIS SUBSECTION, AND SHALL BE DEEMED ADMINISTRATIVELY
DISSOLVED ON THE DATE OF SUCH SUSPENSION FOR PURPOSES OF SECTIONS
7134105 AND 7134201 TO 7134205.
(2) SUBJECT TO THIS SECTION, ARTICLES
121 TO 137 OF THIS TITLE APPLY TO ALL EXISTING CORPORATE ENTITIES
SUBJECT TO ARTICLES 20 TO 29 OF THIS TITLE.
(3) UNLESS THE ARTICLES OF INCORPORATION
OR BYLAWS OF AN EXISTING CORPORATE ENTITY RECOGNIZE THE RIGHT
OF A MEMBER TO TRANSFER SUCH MEMBER'S MEMBERSHIP INTERESTS IN
SUCH CORPORATE ENTITY, SUCH INTERESTS SHALL BE PRESUMED TO BE
NONTRANSFERABLE. HOWEVER, IF THE TRANSFERABILITY OF SUCH INTERESTS
IS NOT PROHIBITED BY SUCH ARTICLES OF INCORPORATION OR BYLAWS,
SUCH TRANSFERABILITY MAY BE ESTABLISHED BY A PREPONDERANCE OF
THE EVIDENCE TAKING INTO ACCOUNT ANY REPRESENTATION MADE BY THE
CORPORATE ENTITY, THE PRACTICE OF SUCH CORPORATE ENTITY, OTHER
TRANSACTIONS INVOLVING SUCH INTERESTS, AND OTHER FACTS BEARING
ON THE EXISTENCE OF THE RIGHTS TO TRANSFER SUCH INTERESTS.
(4) UNTIL THE ARTICLES OF INCORPORATION
OF AN EXISTING CORPORATE ENTITY ARE AMENDED OR RESTATED ON OR
AFTER JULY 1, 1998, THEY NEED NOT BE AMENDED OR RESTATED TO COMPLY
WITH ARTICLES 121 TO 137 OF THIS TITLE.
(5) UNLESS CHANGED BY AN AMENDMENT TO
ITS ARTICLES OF INCORPORATION, MEMBERS OR CLASSES OF MEMBERS OF
AN EXISTING CORPORATE ENTITY SHALL BE DEEMED TO BE VOTING MEMBERS
FOR PURPOSES OF ARTICLES 121 TO 137 OF THIS TITLE IF SUCH MEMBERS
OR CLASSES OF MEMBERS, ON JUNE 30, 1998, HAD THE RIGHT BY REASON
OF A PROVISION OF THE CORPORATE ENTITY'S ARTICLES OF INCORPORATION
OR BYLAWS, OR BY A CUSTOM, PRACTICE, OR TRADITION, TO VOTE FOR
THE ELECTION OF A DIRECTOR OR DIRECTORS.
7137102. Pre1968
corporate entities failure to file reports and designate
registered offices and agents dissolution.
(1) CORPORATE ENTITIES WHICH WERE ORGANIZED PRIOR TO
JANUARY 1, 1968, AND WHICH DID NOT ELECT TO BE GOVERNED BY ARTICLES
20 TO 29 OF THIS TITLE AND COULD, IF THEY SO ELECTED, ELECT TO
BE GOVERNED BY ARTICLES 121 TO 137 OF THIS TITLE, BUT WHICH HAVE
NOT DONE SO, SHALL NEVERTHELESS BE SUBJECT TO SECTIONS 7136107
AND 7136108 AND ARE REQUIRED TO FILE CORPORATE REPORTS
AND PAY THE FILING FEES THEREFOR AS PROVIDED IN SAID ARTICLES.
SUCH CORPORATE ENTITIES SHALL ALSO DESIGNATE AND MAINTAIN REGISTERED
OFFICES AND REGISTERED AGENTS AS PROVIDED IN SECTION 7125101.
SUCH REGISTERED AGENTS SHALL BE THE AGENTS FOR SERVICE OF PROCESS
ON SAID CORPORATE ENTITIES AS PROVIDED IN SECTION 7125104,
AND, IN THE EVENT SUCH REGISTERED AGENT IS NOT MAINTAINED, PROCESS
MAY BE SERVED ON SUCH CORPORATE ENTITY AS SET FORTH IN SECTION
7125104.
(2) EVERY CORPORATE ENTITY THAT COULD
OR HAS ELECTED TO BE GOVERNED BY ARTICLES 20 TO 29 OR 121 TO 137
OF THIS TITLE WHOSE ARTICLES OF INCORPORATION, AFFIDAVIT OF INCORPORATION,
OR OTHER BASIC CORPORATE CHARTER, BY WHATEVER NAME DENOMINATED,
IS NOT ON FILE IN THE OFFICE OF THE SECRETARY OF STATE SHALL FILE
A CERTIFIED COPY OF SUCH ARTICLES OF INCORPORATION, AFFIDAVIT
OF INCORPORATION, OR OTHER BASIC CORPORATE CHARTER IN THE OFFICE
OF THE SECRETARY OF STATE. SUCH CERTIFIED COPY MAY BE SECURED
FROM ANY CLERK OR RECORDER WITH WHOM THE INSTRUMENT MAY BE FILED
OR RECORDED.
(3) IF ANY CORPORATE ENTITY, ORGANIZED
PRIOR TO JANUARY 1, 1968, THAT COULD ELECT TO BE GOVERNED BY ARTICLES
20 TO 29 OR 121 TO 137 OF THIS TITLE, BUT WHICH HAS NOT SO ELECTED
AND HAS FAILED TO FILE CORPORATE REPORTS OR DESIGNATE A REGISTERED
OFFICE AND AGENT, MAY BE ADMINISTRATIVELY DISSOLVED PURSUANT TO
SECTIONS 7134201 AND 7134202 AND REINSTATED
PURSUANT TO SECTIONS 7134203 AND 7134204.
(4) ANY CORPORATE ENTITY ORGANIZED PRIOR
TO JANUARY 1, 1968, THAT COULD ELECT TO BE GOVERNED BY ARTICLES
20 TO 29 OF THIS TITLE, THAT WAS SUSPENDED OR WAS DECLARED DEFUNCT,
BUT NOT DISSOLVED BY OPERATION OF LAW UNDER SECTION 720105
BEFORE JULY 1, 1998, AND THAT WAS ELIGIBLE FOR REINSTATEMENT ON
JUNE 30, 1998, SHALL BE DEEMED ADMINISTRATIVELY DISSOLVED ON THE
DATE OF SUCH SUSPENSION FOR PURPOSES OF SECTIONS 7134105
AND 7134201 TO 7134204 AND MAY REINSTATE
ITSELF AS A NONPROFIT CORPORATION AS PROVIDED IN SECTIONS 7134203
AND 7134204.
(5) ANY NONPROFIT CORPORATE ENTITY ORGANIZED
PRIOR TO JANUARY 1, 1968, THAT COULD ELECT TO BE GOVERNED BY ARTICLES
20 TO 29 OF THIS TITLE, THAT WAS SUSPENDED, DECLARED DEFUNCT,
ADMINISTRATIVELY DISSOLVED OR DISSOLVED BY OPERATION OF LAW AND
CONTINUES TO OPERATE FOR NONPROFIT PURPOSES AND DOES NOT WIND
UP ITS BUSINESS AND AFFAIRS, SHALL BE DEEMED AN UNINCORPORATED
ORGANIZATION THAT QUALIFIES AS A NONPROFIT ASSOCIATION AS PROVIDED
IN SECTION 730101.1 FOR PURPOSES OF THE "UNIFORM
UNINCORPORATED NONPROFIT ASSOCIATION ACT", ARTICLE 30 OF
THIS TITLE, UNLESS SUCH CORPORATE ENTITY IS ELIGIBLE TO REINSTATE
ITSELF AS A NONPROFIT CORPORATION AS PROVIDED IN SUBSECTION (4)
OF THIS SECTION OR SECTIONS 7134203 AND 7134204
AND DOES SO REINSTATE ITSELF.
7137103. Application to
foreign nonprofit corporations. A FOREIGN
NONPROFIT CORPORATION AUTHORIZED TO CONDUCT AFFAIRS IN THIS STATE
ON JUNE 30, 1998, IS SUBJECT TO ARTICLES 121 TO 137 OF THIS TITLE
BUT IS NOT REQUIRED TO OBTAIN NEW AUTHORIZATION TO CONDUCT AFFAIRS
UNDER SAID ARTICLES.
PART 2
ELECTION BY PRE1968 CORPORATE ENTITIES
7137201. Procedure to elect
to accept articles 121 to 137 of this title.
(1) ANY CORPORATE ENTITY WITH SHARES OF CAPITAL STOCK
ORGANIZED BEFORE JANUARY 1, 1968, UNDER ARTICLES 40, 50, OR 51
OF THIS TITLE, ANY CORPORATE ENTITY ORGANIZED BEFORE JANUARY 1,
1968, UNDER ARTICLE 40 OR 50 OF THIS TITLE WITHOUT SHARES OF CAPITAL
STOCK, AND ANY CORPORATE ENTITY WHETHER WITH OR WITHOUT SHARES
OF CAPITAL STOCK AND ORGANIZED BEFORE JANUARY 1, 1968, UNDER ANY
GENERAL LAW OR CREATED BY ANY SPECIAL ACT OF THE GENERAL ASSEMBLY
FOR A PURPOSE FOR WHICH A NONPROFIT CORPORATION MAY BE ORGANIZED
UNDER ARTICLES 121 TO 137 OF THIS TITLE MAY ELECT TO ACCEPT SAID
ARTICLES IN THE FOLLOWING MANNER:
(a) IF THERE ARE MEMBERS OR STOCKHOLDERS
ENTITLED TO VOTE THEREON, THE BOARD OF DIRECTORS SHALL ADOPT A
RESOLUTION RECOMMENDING THAT THE CORPORATE ENTITY ACCEPT ARTICLES
121 TO 137 OF THIS TITLE AND DIRECTING THAT THE QUESTION OF ACCEPTANCE
BE SUBMITTED TO A VOTE AT A MEETING OF THE MEMBERS OR STOCKHOLDERS
ENTITLED TO VOTE THEREON, WHICH MAY BE EITHER AN ANNUAL OR SPECIAL
MEETING. THE QUESTION SHALL ALSO BE SUBMITTED WHENEVER ONETWENTIETH
OF THE MEMBERS OR STOCKHOLDERS ENTITLED TO VOTE THEREON SO REQUEST.
WRITTEN NOTICE STATING THAT THE PURPOSE, OR ONE OF THE PURPOSES,
OF THE MEETING IS TO CONSIDER ELECTING TO ACCEPT SAID ARTICLES
SHALL BE GIVEN TO EACH MEMBER OR STOCKHOLDER ENTITLED TO VOTE
AT THE MEETING WITHIN THE TIME AND IN THE MANNER PROVIDED IN SAID
ARTICLES FOR THE GIVING OF NOTICE OF MEETINGS TO MEMBERS OR STOCKHOLDERS.
SUCH ELECTION TO ACCEPT SAID ARTICLES SHALL REQUIRE FOR ADOPTION
AT LEAST TWOTHIRDS OF THE VOTES WHICH MEMBERS OR STOCKHOLDERS
PRESENT AT SUCH MEETING IN PERSON OR BY PROXY ARE ENTITLED TO
CAST.
(b) IF THERE ARE NO MEMBERS OR STOCKHOLDERS
ENTITLED TO VOTE THEREON, ELECTION TO ACCEPT ARTICLES 121 TO 137
OF THIS TITLE MAY BE MADE AT A MEETING OF THE BOARD OF DIRECTORS
PURSUANT TO A MAJORITY VOTE OF THE DIRECTORS IN OFFICE.
(c) IN EFFECTING SUCH ACCEPTANCE, THE
CORPORATE ENTITY SHALL FOLLOW THE REQUIREMENTS OF THE LAW UNDER
WHICH IT WAS ORGANIZED, ITS ARTICLES OF INCORPORATION, AND ITS
BYLAWS SO FAR AS APPLICABLE.
(d) IF THE CORPORATE NAME IS NOT IN CONFORMITY
WITH THE PROVISIONS OF SECTION 7124101, THE CORPORATE
ENTITY SHALL CHANGE ITS NAME TO CONFORM WITH SECTION 7124101.
THE ADOPTION OF A NAME WHICH IS IN CONFORMITY WITH SAID SECTION
BY THE MEMBERS OR STOCKHOLDERS OF THE CORPORATE ENTITY, AND ITS
INCLUSION IN THE STATEMENT OF ELECTION TO ACCEPT SAID ARTICLES
121 TO 137 AS THE CORPORATE NAME, AND THE ISSUANCE OF A CERTIFICATE
OF ACCEPTANCE BY THE SECRETARY OF STATE SHALL BE THE ONLY ACTION
NECESSARY TO EFFECT SUCH CHANGE. THE ARTICLES OF INCORPORATION,
AFFIDAVIT, OR OTHER BASIC ORGANIZATIONAL CHARTER SHALL BE DEEMED
FOR ALL PURPOSES AMENDED TO CONFORM TO SUCH CORPORATE NAME.
(e) IF THE CORPORATE ENTITY DOES NOT HAVE
A REGISTERED OFFICE AND A REGISTERED AGENT REGISTERED IN THE OFFICE
OF THE SECRETARY OF STATE, IT SHALL COMPLY WITH SECTION 7125101
REGARDING THE MAINTENANCE OF SUCH OFFICE AND AGENT.
(f) ALL CORPORATE ENTITIES WHOSE ARTICLES
OF INCORPORATION, AFFIDAVITS OF INCORPORATION, OR OTHER BASIC
CHARTERS, BY WHATEVER NAMES DENOMINATED, ARE NOT ON FILE IN THE
OFFICE OF THE SECRETARY OF STATE AS REQUIRED BY SECTION 7137102
(2) SHALL DELIVER A CERTIFIED COPY OF SUCH ARTICLES OF INCORPORATION,
AFFIDAVITS OF INCORPORATION, OR OTHER BASIC CHARTERS IN THE OFFICE
OF THE SECRETARY OF STATE AT THE TIME OF DELIVERY OF THE STATEMENT
OF ELECTION TO ACCEPT ARTICLES 121 TO 137 OF THIS TITLE.
7137202. Statement of election
to accept articles 121 to 137 of this title.
(1) A STATEMENT OF ELECTION TO ACCEPT ARTICLES 121
TO 137 OF THIS TITLE SHALL SET FORTH:
(a) THE NAME OF THE CORPORATE ENTITY;
(b) A STATEMENT BY THE CORPORATE ENTITY
THAT IT HAS ELECTED TO ACCEPT SAID ARTICLES AND THAT ALL REQUIRED
REPORTS HAVE BEEN OR WILL BE FILED AND ALL FEES, TAXES, AND PENALTIES
DUE TO THE STATE OF COLORADO ACCRUING UNDER ANY LAW TO WHICH THE
CORPORATE ENTITY HERETOFORE HAS BEEN SUBJECT HAVE BEEN PAID;
(c) IF THERE ARE MEMBERS OR STOCKHOLDERS
ENTITLED TO VOTE THEREON, A STATEMENT SETTING FORTH THE DATE OF
THE MEETING OF SUCH MEMBERS OR STOCKHOLDERS AT WHICH THE ELECTION
TO ACCEPT ARTICLES 121 TO 137 OF THIS TITLE WAS MADE, THAT A QUORUM
WAS PRESENT AT THE MEETING, AND THAT SUCH ACCEPTANCE WAS AUTHORIZED
BY AT LEAST TWOTHIRDS OF THE VOTES WHICH MEMBERS OR STOCKHOLDERS
PRESENT AT SUCH MEETING IN PERSON OR BY PROXY WERE ENTITLED TO
CAST;
(d) IF THERE ARE NO MEMBERS OR STOCKHOLDERS
ENTITLED TO VOTE THEREON, A STATEMENT OF SUCH FACT, THE DATE OF
THE MEETING OF THE BOARD OF DIRECTORS AT WHICH ELECTION TO ACCEPT
SAID ARTICLES WAS MADE, THAT A QUORUM WAS PRESENT AT THE MEETING,
AND THAT SUCH ACCEPTANCE WAS AUTHORIZED BY A MAJORITY VOTE OF
THE DIRECTORS IN OFFICE;
(e) A STATEMENT THAT THE CORPORATE ENTITY
FOLLOWED THE REQUIREMENTS OF THE LAW UNDER WHICH IT WAS ORGANIZED,
ITS ARTICLES OF INCORPORATION, AND ITS BYLAWS SO FAR AS APPLICABLE
IN EFFECTING SUCH ACCEPTANCE;
(f) THE STREET ADDRESS OF THE REGISTERED
OFFICE OF THE CORPORATE ENTITY AND THE NAME OF THE REGISTERED
AGENT AT SUCH ADDRESS;
(g) THE NAMES AND RESPECTIVE ADDRESSES
OF ITS OFFICERS AND DIRECTORS;
(h) A STATEMENT THAT ANY ATTACHED COPY
OF THE ARTICLES OF INCORPORATION, AFFIDAVIT, OR OTHER BASIC CORPORATE
CHARTER OF THE CORPORATE ENTITY IS TRUE AND CORRECT;
(i) IF THE CORPORATE ENTITY HAS ISSUED
SHARES OF STOCK, A STATEMENT OF SUCH FACT INCLUDING THE NUMBER
OF SHARES HERETOFORE AUTHORIZED, THE NUMBER ISSUED AND OUTSTANDING,
AND A STATEMENT THAT ALL ISSUED AND OUTSTANDING SHARES OF STOCK
HAVE BEEN DELIVERED TO THE CORPORATE ENTITY TO BE CANCELED UPON
THE ACCEPTANCE OF ARTICLES 121 TO 137 OF THIS TITLE BY THE CORPORATE
ENTITY BECOMING EFFECTIVE AND THAT FROM AND AFTER THE EFFECTIVE
DATE OF SAID ACCEPTANCE THE AUTHORITY OF THE CORPORATE ENTITY
TO ISSUE SHARES OF STOCK IS TERMINATED; EXCEPT THAT THIS SHALL
NOT APPLY TO CORPORATE ENTITIES ORGANIZED FOR THE ACQUISITION
AND DISTRIBUTION OF WATER TO THEIR STOCKHOLDERS.
7137203. Filing statement
of election to accept articles 121 to 137 of this title.
THE STATEMENT OF ELECTION TO ACCEPT ARTICLES 121 TO 137 OF THIS
TITLE SHALL BE DELIVERED TO THE SECRETARY OF STATE FOR FILING.
7137204. Effect of certificate
of acceptance. (1) UPON THE
FILING BY THE SECRETARY OF STATE OF THE STATEMENT OF ELECTION
TO ACCEPT ARTICLES 121 TO 137 OF THIS TITLE, THE ELECTION OF THE
CORPORATE ENTITY TO ACCEPT SAID ARTICLES SHALL BECOME EFFECTIVE.
(2) A CORPORATE ENTITY SO ELECTING UNDER
ARTICLES 121 TO 137 OF THIS TITLE OR CORRESPONDING PROVISION OF
PRIOR LAW SHALL HAVE THE SAME POWERS AND PRIVILEGES AND BE SUBJECT
TO THE SAME DUTIES, RESTRICTIONS, PENALTIES, AND LIABILITIES AS
THOUGH SUCH CORPORATE ENTITY HAD BEEN ORIGINALLY ORGANIZED UNDER
SAID ARTICLES AND SHALL ALSO BE SUBJECT TO ANY DUTIES OR OBLIGATIONS
EXPRESSLY IMPOSED UPON THE CORPORATE ENTITY BY A SPECIAL CHARTER,
SUBJECT TO THE FOLLOWING:
(a) IF NO PERIOD OF DURATION IS EXPRESSLY
FIXED IN THE ARTICLES OF INCORPORATION OF SUCH CORPORATE ENTITY,
ITS PERIOD OF DURATION SHALL BE DEEMED TO BE PERPETUAL.
(b) NO AMENDMENT TO THE ARTICLES OF INCORPORATION
ADOPTED AFTER SUCH ELECTION TO ACCEPT ARTICLES 121 TO 137 OF THIS
TITLE SHALL RELEASE OR TERMINATE ANY DUTY OR OBLIGATION EXPRESSLY
IMPOSED UPON ANY SUCH CORPORATE ENTITY UNDER AND BY VIRTUE OF
A SPECIAL CHARTER OR ENLARGE ANY RIGHT, POWER, OR PRIVILEGE GRANTED
TO ANY SUCH CORPORATE ENTITY UNDER A SPECIAL CHARTER, EXCEPT TO
THE EXTENT THAT SUCH RIGHT, POWER, OR PRIVILEGE MIGHT HAVE BEEN
INCLUDED IN THE ARTICLES OF INCORPORATION OF A CORPORATE ENTITY
ORGANIZED UNDER SAID ARTICLES.
(c) IN THE CASE OF ANY CORPORATE ENTITY
WITH ISSUED SHARES OF STOCK, THE HOLDERS OF SUCH ISSUED SHARES
WHO SURRENDER THEM TO THE CORPORATE ENTITY TO BE CANCELED UPON
THE ACCEPTANCE OF SAID ARTICLES BY THE CORPORATE ENTITY BECOMING
EFFECTIVE SHALL BECOME MEMBERS OF THE CORPORATE ENTITY WITH ONE
VOTE FOR EACH SHARE OF STOCK SO SURRENDERED UNTIL SUCH TIME AS
THE CORPORATE ENTITY BY PROPER CORPORATE ACTION RELATIVE TO THE
ELECTION, QUALIFICATION, TERMS, AND VOTING POWER OF MEMBERS SHALL
OTHERWISE PRESCRIBE.
PART 3
SAVINGS PROVISIONS
7137301. Saving provisions. (1) EXCEPT AS PROVIDED IN SUBSECTION (3) OF THIS SECTION, THE REPEAL OF ANY PROVISION OF THE "COLORADO NONPROFIT CORPORATION ACT", ARTICLES 20 TO 29 OF THIS TITLE, DOES NOT AFFECT:
(a) THE OPERATION OF THE STATUTE, OR ANY
ACTION TAKEN UNDER IT, BEFORE ITS REPEAL;
(b) ANY RATIFICATION, RIGHT, REMEDY, PRIVILEGE,
OBLIGATION, OR LIABILITY ACQUIRED, ACCRUED, OR INCURRED UNDER
THE PROVISION BEFORE ITS REPEAL;
(c) ANY VIOLATION OF THE PROVISION, OR
ANY PENALTY, FORFEITURE, OR PUNISHMENT INCURRED BECAUSE OF THE
VIOLATION, BEFORE ITS REPEAL; OR
(d) ANY PROCEEDING OR REORGANIZATION COMMENCED
UNDER THE PROVISION BEFORE ITS REPEAL, AND THE PROCEEDING OR REORGANIZATION
MAY BE COMPLETED IN ACCORDANCE WITH THE PROVISION AS IF IT HAD
NOT BEEN REPEALED.
(2) EXCEPT AS PROVIDED IN SUBSECTION (3)
OF THIS SECTION OR IN SECTION 7137101 (1) (b) AND
7137102 (4) FOR THE REINSTATEMENT, AS PROVIDED IN
SECTIONS 7134103 AND 7134104, OF A CORPORATE
ENTITY SUSPENDED, DECLARED DEFUNCT, OR ADMINISTRATIVELY DISSOLVED
BEFORE JULY 1, 1998, ANY DISSOLUTION COMMENCED UNDER THE PROVISION
BEFORE ITS REPEAL MAY BE COMPLETED IN ACCORDANCE WITH THE PROVISION
AS IF IT HAD NOT BEEN REPEALED.
(3) IF A PENALTY OR PUNISHMENT IMPOSED
FOR VIOLATION OF ANY PROVISION OF THE "COLORADO NONPROFIT
CORPORATION ACT", ARTICLES 20 TO 29 OF THIS TITLE, IS REDUCED
BY ARTICLES 121 TO 137 OF THIS TITLE, THE PENALTY OR PUNISHMENT,
IF NOT ALREADY IMPOSED, SHALL BE IMPOSED IN ACCORDANCE WITH SAID
ARTICLES.
SECTION 4. 618102
(4), Colorado Revised Statutes, 1992 Repl. Vol., as amended, is
amended to read:
618102. Definitions.
As used in this article, unless the context otherwise requires:
(4) "Cooperative" means a health
care coverage cooperative created pursuant to part 2 of this article
as an entity that provides member health coverage and health care
purchasing services including but not limited to detailed information
to its members on comparative prices, usage, outcomes, quality,
and member satisfaction with provider networks. "Cooperative"
does not include a cooperative association organized without capital
stock in accordance with article 55 of title 7, C.R.S., which
is established as a nonprofit corporation
pursuant to articles
20 to 29 SUBJECT TO ARTICLES 121
TO 137 of title 7, C.R.S., and which had filed articles of incorporation
with the secretary of state on or before March 15, 1991.
SECTION 5. 618201
(1) (a) and (4), Colorado Revised Statutes, 1992 Repl. Vol., as
amended, are amended to read:
618201. Health care coverage
cooperatives establishment fees.
(1) (a) There is hereby authorized to be created
entities to be known as health care coverage cooperatives. A health
care coverage cooperative may be created as any lawful entity
under articles 1 to 29
or articles
55 to 57
AND 56, OR ARTICLES 101 TO 117, OR ARTICLES 121 TO 137 of title
7, C.R.S., provided such entity operates for the mutual benefit
of its members. Entities created pursuant to this part 2, in addition
to the matters otherwise required, shall be subject to this article.
(4) Each cooperative shall file a report
pursuant to sections 728101
and 728102, C.R.S., SECTION
7136107, C.R.S., and pay a fee which shall be determined
and collected pursuant to section 2421104 (3), C.R.S.,
in lieu of all franchise or corporation license taxes.
SECTION 6. 618302
(3), Colorado Revised Statutes, 1992 Repl. Vol., as amended, is
amended to read:
618302. Creation of provider
networks. (3) If applicable,
each provider network shall file a report pursuant to sections
728101 and 728102, C.R.S.,
SECTION 7136107, C.R.S., and pay a fee to the secretary
of state which shall be determined and collected pursuant to section
2421104 (3), C.R.S., in lieu of all franchise or corporation
license taxes.
SECTION 7. 740101
(2), Colorado Revised Statutes, 1986 Repl. Vol., is amended to
read:
740101. Who may organize
certificate fees. (2) The
provisions of this article shall not apply to any nonprofit corporation
formed after December 31, 1967, nor shall they apply to any corporation
not for profit formed prior to January 1, 1968, which has
elected to accept IS SUBJECT TO the
provisions of articles 20 to 29
ARTICLES 121 TO 137 of this title.
SECTION 8. 742101
(2), Colorado Revised Statutes, 1986 Repl. Vol., as amended, is
amended to read:
742101. Additional statements
in certificates. (2) A corporation
organized under the "Colorado REVISED Nonprofit Corporation
Act", ARTICLES 121 TO 137 OF THIS TITLE, shall have all of
the rights and powers granted by this article to the extent not
inconsistent with said act, if such nonprofit corporation otherwise
complies with the terms and provisions of this article.
SECTION 9. 742118,
Colorado Revised Statutes, 1986 Repl. Vol., as amended, is amended
to read:
742118. Liability of stockholders,
directors, and officers. Stockholders,
directors, and officers of corporations formed under the provisions
of this article shall enjoy the same measure of immunity from
liability for corporate acts or omissions as stockholders, directors,
and officers of corporations formed under the "Colorado Business
Corporation Act", articles 101 to 117 of this title, or AS
MEMBERS, DIRECTORS, AND OFFICERS OF NONPROFIT CORPORATIONS FORMED
UNDER the "Colorado REVISED Nonprofit Corporation Act",
articles 20 to 29
ARTICLES 121 TO 137 of this title.
SECTION 10. 743103,
Colorado Revised Statutes, 1986 Repl. Vol., is amended to read:
743103. Nonprofit corporations
powers. A NONPROFIT corporation
organized under
SUBJECT TO the "Colorado REVISED Nonprofit Corporation Act",
ARTICLES 121 TO 137 OF THIS TITLE, shall have all of the rights
and powers granted by this article to the extent not inconsistent
with said act, if such nonprofit corporation otherwise complies
with the terms and provisions of this article.
SECTION 11. 744103,
Colorado Revised Statutes, 1986 Repl. Vol., is amended to read:
744103. Organization
assessments. A corporation known as a
water users' association may be organized under the "Colorado
Corporation Code
BUSINESS CORPORATION ACT", ARTICLES 101 TO 117 OF THIS TITLE,
or organized under or elect to be governed by the "Colorado
REVISED Nonprofit Corporation Act", ARTICLES 121 TO 137 OF
THIS TITLE, for the purpose of dealing, contracting, or cooperating
with the United States under the provisions of the act of congress
of June 17, 1902, and acts amendatory thereof or supplementary
thereto for the securing of a water supply or irrigation works,
or both. It has in addition to the powers conferred by law upon
ditch, canal, or irrigation companies, the power to make assessments
other than on a pro rata basis for the purpose of raising funds
to accomplish the purposes for which organized, or to pay its
debts or obligations, or to secure reduction in the principal
debt due the United States of America for reclamation project
construction cost, or delinquent assessments, or charges already
due and payable, when the articles of incorporation so permit,
or when required under existing or future contracts between the
United States and the association or between the association and
its stockholders or under any laws or regulations of the United
States.
SECTION 12. 745101
(4), Colorado Revised Statutes, 1986 Repl. Vol., as amended, is
amended to read:
745101. Additional statements
in certificate. (4) Nothing
in articles 20
ARTICLES 30 to 52 AND 121 TO 137 or ARTICLES 101 to 117 of this
title shall be so construed as to authorize any corporation, formed
under the provisions of law, to locate its road, railroad, ditch,
or flume, or any part thereof, upon any toll road previously existing,
nor upon any public highway heretofore and at the time of the
organization of the corporation used and traveled as such, except
as may be necessary to cross such toll road or public highway.
All rates of toll shall be conspicuously posted at every gate
upon said road. Nothing in articles
20 ARTICLES 30 to 52 AND 121 TO 137
or ARTICLES 101 to 117 of this title shall be so construed to
prevent the erection of a toll gate and check gate on each branch
toll road of any toll road company in this state.
SECTION 13. 745103,
Colorado Revised Statutes, 1986 Repl. Vol., is amended to read:
745103. Nonprofit corporations
powers. A NONPROFIT corporation
organized under
SUBJECT TO the "Colorado REVISED Nonprofit Corporation Act",
ARTICLES 121 TO 137 OF THIS TITLE, shall have all of the rights
and powers granted by this article to the extent not inconsistent
with said act, if such nonprofit corporation otherwise complies
with the terms and provisions of this article.
SECTION 14. 747101
(2), Colorado Revised Statutes, 1986 Repl. Vol., is amended to
read:
747101. Who may organize
powers. (2) A NONPROFIT
corporation organized under
SUBJECT TO the "Colorado REVISED Nonprofit Corporation Act",
ARTICLES 121 TO 137 OF THIS TITLE, shall have all of the rights
and powers granted by this article to the extent not inconsistent
with said act, if such nonprofit corporation otherwise complies
with the terms and provisions of this article.
SECTION 15. 750101
(2), Colorado Revised Statutes, 1986 Repl. Vol., is amended to
read:
750101. How organized.
(2) The provisions of this article shall not apply
to any religious, educational, or benevolent society formed after
December 31, 1967, nor to any religious, educational, or benevolent
society or corporation formed prior to January 1, 1968, which
has elected to accept the provisions of articles
20 to 29 ARTICLES 121 TO 137 of this
title.
SECTION 16. 750108,
Colorado Revised Statutes, 1986 Repl. Vol., as amended, is amended
to read:
750108. New corporation
formed when. Any congregation,
church, or society incorporated prior to March 14, 1877, under
the provisions of any law for the incorporation of religious,
educational, or benevolent societies may become incorporated under
the provisions of articles 20
ARTICLES 30 to 52 AND 121 TO 137 or ARTICLES 101 to 117 of this
title, relative to religious, educational, and benevolent societies
in the same manner as if it had not previously been incorporated,
in which case the new corporation shall be entitled to and invested
with all the real and personal estate of the old corporation,
in like manner and to the same extent as the old corporation,
subject to all the debts, contracts, and liabilities. The word
"trustees", as used in articles
20 ARTICLES 30 to 52 AND 121 TO 137
or ARTICLES 101 to 117 of this title relative to religious bodies,
shall be construed to include wardens, vestrymen, or such other
officers as perform the duties of trustees.
SECTION 17. 751101
(2), Colorado Revised Statutes, 1986 Repl. Vol., is amended to
read:
751101. How organized.
(2) The provisions of this article shall not apply
to any joint stock religious, educational, or benevolent association
formed after December 31, 1967, nor to any joint stock religious,
educational, or benevolent association formed prior to January
1, 1968, which has elected to accept
IS SUBJECT TO the provisions of articles
20 to 29 ARTICLES 121 TO 137 of this
title.
SECTION 18. 755107
(2), Colorado Revised Statutes, 1986 Repl. Vol., as amended, is
amended to read:
755107. Powers.
(2) Every cooperative electric association or cooperative
telephone association organized pursuant to this article and any
cooperative electric association or cooperative telephone association
which has elected to accept articles
20 to 29 IS SUBJECT TO ARTICLES 121
TO 137 of this title has the power to use patronage capital which
has been declared by such association to be distributable or payable
to a member or patron for expenditures associated with the provision
of electric service or telephone service, as the case may be,
as directed by the board of directors of the association after
the association has given notice thereof. Such notice may consist
of a negotiable instrument which has not been claimed within three
years of issuance or publication.
SECTION 19. 755112,
Colorado Revised Statutes, 1986 Repl. Vol., as amended, is amended
to read:
755112. Merger or consolidation.
Two or more corporations formed under articles
20 ARTICLES 30 to 55 OR SUBJECT TO
ARTICLES 121 TO 137 or ARTICLES 101 to 117 of this title, or a
similar law of any state, may be merged or consolidated as a cooperative
association upon such terms and for such purpose and by such name
as may be agreed upon. Such agreement shall also state all the
matters necessary to articles of merger or consolidation and must
be approved by a twothirds majority of the members of the
boards of directors and a twothirds majority vote of the
members or stockholders of each association, NONPROFIT CORPORATION,
or corporation present and voting in person or by mail ballot
at any regular or special meeting at which prior notice, with
mail ballot attached, had been mailed to each member or stockholder
stating the plan of merger or consolidation; except that cooperative
associations with less than one hundred members may post notice
of such plan of merger or consolidation in a conspicuous place
at its normal place of business for at least thirty days prior
to such meeting. The articles of merger or consolidation shall
be filed with the secretary of state and the county clerk of the
county in which each party to the merger or consolidation is situated.
A fee, which shall be determined and collected pursuant to section
2421104 (3), C.R.S., shall be paid to the secretary
of state for filing the articles. From and after the filing of
the articles of merger or consolidation, the former associations,
NONPROFIT CORPORATIONS, or corporations comprising the component
parts shall cease to exist, and the consolidated or merged cooperative
association shall succeed to all rights, duties, and powers prescribed
in the agreement of consolidated or merged associations, NONPROFIT
CORPORATIONS, or corporations, not inconsistent with this article,
and shall be subject to all liabilities and obligations of the
former component associations, NONPROFIT CORPORATIONS, or corporations
and succeed to all property and interest thereof and may adopt
bylaws and do all things permitted by this article.
SECTION 20. 755116,
Colorado Revised Statutes, 1986 Repl. Vol., as amended, is amended
to read:
755116. Application of
corporation laws. The provisions of articles
20 ARTICLES 30 to 52, and
101 to 117, AND 121 TO 137 of this title and all powers and rights
thereunder shall apply to the associations organized under this
article, except where such provisions are in conflict with or
inconsistent with the express provision of this article.
SECTION 21. 756206
(1) (f), Colorado Revised Statutes, 1986 Repl. Vol., as amended,
is amended to read:
756206. Cooperative name.
(1) Except as authorized by subsection (2) of this
section, a cooperative name shall not be the same as or deceptively
similar to:
(f) The name of any foreign corporation
or foreign nonprofit corporation registered pursuant to section
7115107 or 722108
7124101;
SECTION 22. 756507
(1), Colorado Revised Statutes, 1986 Repl. Vol., as amended, is
amended to read:
756507. Application of
other laws. (1) If a matter
is not addressed in this article, the "Colorado Business
Corporation Act", articles 101 to 117 of this title, shall
apply to the cooperatives organized under or subject to this article;
except that a cooperative may elect to have the provisions of
the "Colorado REVISED Nonprofit Corporation Act", articles
20 to 29 ARTICLES 121 TO 137 of this
title, apply to it if such cooperative does so in its articles
or by a resolution of its members filed with the secretary of
state. A cooperative may revoke such election by amending its
articles or by filing a resolution of its members with the secretary
of state.
SECTION 23. 770102
(4) (a) (V), Colorado Revised Statutes, 1986 Repl. Vol., as amended,
is amended to read:
770102. Application for
registration. (4) (a) The
secretary of state shall register a trademark application in accordance
with paragraph (b) of this subsection (4) upon a finding by the
secretary of state that the trademark set forth in the application
does not:
(V) So resemble the corporate name of
any foreign corporation or foreign nonprofit corporation registered
pursuant to section 7115107 or 722108
7135107, which name has been previously used by such
entity in this state and not abandoned, that it is likely to cause
confusion or mistake or to deceive when used in connection with
the goods or services of such entity;
SECTION 24. 780201
(4) (a), Colorado Revised Statutes, 1986 Repl. Vol., as amended,
is amended to read:
780201. Limited liability
company name. (4) Such name
shall not be the same as or deceptively similar to:
(a) Any name for which an exclusive right
has been reserved in the office of the secretary of state pursuant
to section 722107,
762103, 780202, or
7104102, OR 7124102;
SECTION 25. 7101401
(4), Colorado Revised Statutes, 1986 Repl. Vol., as amended, is
amended to read:
7101401. General definitions.
As used in articles 101 to 117 of this title, unless the context
otherwise requires:
(4) "Assumed corporate name"
means the name assumed for use in this state by a foreign corporation
pursuant to section 7115106 or by a foreign nonprofit
corporation pursuant to section 727105
7135106 because its corporate name is not available
for use in this state.
SECTION 26. 7103101
(5), Colorado Revised Statutes, 1986 Repl. Vol., as amended, is
amended to read:
7103101. Purposes and applicability.
(5) Articles 101 to 117 of this title shall apply to
corporations of every class, whether or not included in the term
"corporation" as defined in section 7101401
(11), which are organized or incorporated under and governed by
other statutes of this state, to the extent that said articles
are not inconsistent with such other statutes. Notwithstanding
the foregoing, articles 101 to 117 of this title shall not apply
to nonprofit corporations governed by articles
20 to 29 ARTICLES 121 TO 137 of this
title. except that section 7101210
shall apply to nonprofit corporations governed by articles 20
to 29 of this title.
SECTION 27. 91.5105
(5), Colorado Revised Statutes, 1986 Repl. Vol., as amended, is
amended to read:
91.5105. Notification association
structure and funding requirements duties of owners
and operators. (5) The notification
association shall be incorporated and operated as a nonprofit
corporation pursuant to article 20
of title 7, C.R.S. THE "COLORADO
REVISED NONPROFIT CORPORATION ACT", ARTICLES 121 TO 137 OF
TITLE 7, C.R.S.
SECTION 28. 104724
(2), (4), and (6) (a) (II), Colorado Revised Statutes, 1994 Repl.
Vol., are amended to read:
104724. Reduction in rates
for drivers aged fiftyfive or older who complete a driver's
education course legislative declaration.
(2) Effective July 1, 1991, all rates, rating schedules,
and rating manuals for liability, personal injury protection,
and collision coverages of a motor vehicle insurance policy submitted
to or filed with the commissioner under this part 7 shall provide
for an appropriate reduction in premium charges based on justifiable
data when the vehicle is a covered vehicle and when the principal
operator is fiftyfive or older and has successfully completed
a driver's education course taught by a driving school licensed
pursuant to article 15 of title 12, C.R.S., or by a nonprofit
corporation organized pursuant
SUBJECT to articles 20 to 29
ARTICLES 121 TO 137 of title 7, C.R.S., if such course has been
preapproved by the department of motor vehicles. Any discount
used by an insurer shall be presumed appropriate unless credible
data demonstrates otherwise. Insurers shall provide the commissioner
with data reflecting the claims experience of drivers who have
received reductions in premium charges compared with the claims
experience of drivers who have not received such reductions.
(4) Each person who successfully completes
a driver's education course taught by a nonprofit corporation
organized pursuant
SUBJECT to articles 20 to 29
ARTICLES 121 TO 137 of title 7, C.R.S., if such course has been
preapproved by the department of motor vehicles, shall be issued
a certificate by the nonprofit corporation offering the course,
which certificate shall be evidence of qualification for the premium
discount required by this section.
(6) An insured may renew qualification
for the discount provided by this section by:
(a) (II) Retaking a driver's education
course taught by a nonprofit corporation organized
pursuant SUBJECT to articles
20 to 29 ARTICLES 121 TO 137 of title
7, C.R.S., if such course has been preapproved by the department
of motor vehicles; and
SECTION 29. 1111110,
Colorado Revised Statutes, 1987 Repl. Vol., as amended, is amended
to read:
1111110. General corporation
laws applicable. The provisions of articles
20 ARTICLES 30 to 52, and
101 to 117, AND 121 TO 137 of title 7, C.R.S., relating to corporations
AND NONPROFIT CORPORATIONS shall, insofar as the same are not
inconsistent with this code, govern corporations AND NONPROFIT
CORPORATIONS operating under the provisions of this code.
SECTION 30. 1247116
(1), Colorado Revised Statutes, 1991 Repl. Vol., as amended, is
amended to read:
1247116. Retail liquor
store license. (1) A retail
liquor store license shall be issued to persons selling only malt,
vinous, and spirituous liquors in sealed containers not to be
consumed at the place where sold. Malt, vinous, and spirituous
liquors in sealed containers shall not be sold at retail other
than in retail liquor stores except as provided in section 1247117.
In addition, retail liquor stores may sell nonfood items related
to the consumption of such liquors, liquorfilled candy,
and food items approved by the state licensing authority which
are prepackaged, labeled, directly related to the consumption
of such liquors, and are sold solely for the purpose of cocktail
garnish in containers up to sixteen ounces. Nothing in this section
shall be construed to authorize the sale of food items which could
constitute a snack, a meal, or portion of a meal. Nothing in this
section or in section 1247103 (22) shall be construed
to prohibit the sale of items by a retail liquor store on behalf
of or to benefit a charitable organization, as defined in section
3926102, C.R.S., or a nonprofit corporation incorporated
pursuant SUBJECT to the "Colorado
REVISED Nonprofit Corporation Act", articles
20 to 29 ARTICLES 121 TO 137 of title
7, C.R.S., and determined to be exempt from federal income tax
by the United States Internal Revenue Service, if the retail liquor
store does not receive compensation for any such sale. Nothing
in this section shall prohibit a retail liquor store licensee,
at the option of the licensee, from displaying promotional material
furnished by a manufacturer or wholesaler, which material permits
a customer to purchase other items from a third person if the
retail liquor store licensee does not receive payment from the
third person and if the ordering of the additional merchandise
is done by the customer directly from the third person.
SECTION 31. 1247120.5
(3), Colorado Revised Statutes, 1991 Repl. Vol., is amended to
read:
1247120.5. Arts license.
(3) As used in this section, "nonprofit arts organization"
means only an organization incorporated
pursuant SUBJECT to the provisions
of articles 20 to 29
ARTICLES 121 TO 137 of title 7, C.R.S., and held to be taxexempt
by the United States internal revenue service.
SECTION 32. 1615.7102
(1) (b), Colorado Revised Statutes, 1986 Repl. Vol., as amended,
is amended to read:
1615.7102. Definitions.
As used in this article, unless the context otherwise requires:
(1) "Crime stopper organization"
means a private, nonprofit organization:
(b) Is incorporated
pursuant SUBJECT to the provisions
of articles 20 to 29
ARTICLES 121 TO 137 of title 7, C.R.S.;
SECTION 33. The
introductory portion to 1615.7103 (1), Colorado Revised
Statutes, 1986 Repl. Vol., as amended, is amended to read:
1615.7103. Requirements
for articles of incorporation of crime stopper organizations.
(1) In addition to any other requirements for articles
of incorporation imposed by articles
20 to 29 ARTICLES 121 TO 137 of title
7, C.R.S., the articles of incorporation for any crime stopper
organization that elects to avail itself of the confidentiality
provisions of this article shall provide that the organization
shall:
SECTION 34. 235121
(2), Colorado Revised Statutes, 1995 Repl. Vol., is amended to
read:
235121. Governing boards
Colorado advanced technology institute commission
authority to establish nonprofit corporations for developing discoveries
and technology. (2) The governing
board of any statesupported institution of higher education
or the Colorado advanced technology institute commission, referred
to in this section as the "commission", may incorporate
one or more private nonprofit corporations under articles
20 to 29 ARTICLES 121 TO 137 of title
7, C.R.S., for the purpose of developing discoveries and technology
resulting from science and technology research at such statesupported
institution of higher education or the Colorado advanced technology
institute, as appropriate. Such a corporation shall have all rights
and powers of a private nonprofit corporation organized under
the laws of this state and shall not be an agency of state government
or a department or political subdivision thereof and shall not
be subject to any provisions of law affecting only governmental
or public entities; except that provisions as provided for in
section 231108 (1) (f) regarding affirmative action
shall be followed. Any nonprofit corporation incorporated pursuant
to the provisions of this subsection (2) by the Colorado advanced
technology institute shall annually file with the general assembly
a copy of the corporation's annual report.
SECTION 35. 2311104
(9), Colorado Revised Statutes, 1995 Repl. Vol., is amended to
read:
2311104. Powers and duties
of the commission. (9) Pursuant
to the provisions of section 235121, the commission
may incorporate one or more private nonprofit corporations under
articles 20 to 29
ARTICLES 121 TO 137 of title 7, C.R.S., for the purpose of developing
discoveries and technology resulting from science and technology
research at the institute.
SECTION 36. The
introductory portion to 3833.3306 (1), Colorado Revised
Statutes, 1982 Repl. Vol., as amended, is amended to read:
3833.3306. Bylaws.
(1) In addition to complying with applicable sections,
if any, of the "Colorado Business Corporation Act",
articles 101 to 117 of title 7, C.R.S., or the "Colorado
REVISED Nonprofit Corporation Act", articles
20 to 29 ARTICLES 121 TO 137 of title
7, C.R.S., if the common interest community is organized pursuant
thereto, the bylaws of the association must provide:
SECTION 37. 3833.3319,
Colorado Revised Statutes, 1982 Repl. Vol., as amended, is amended
to read:
3833.3319. Other applicable
statutes. To the extent that provisions
of this article conflict with applicable provisions in the "Colorado
Business Corporation Act", articles 101 to 117 of title 7,
C.R.S., the "Colorado REVISED Nonprofit Corporation Act",
articles 20 to 29
ARTICLES 121 TO 137 of title 7, C.R.S., the "Uniform Partnership
Law", article 60 of title 7, C.R.S., the "Colorado Uniform
Limited Partnership Act of 1981", article 62 of title 7,
C.R.S., article 1 of this title, article 55 of title 7, C.R.S.,
article 33.5 of this title, and section 391103 (10),
C.R.S., and any other laws of the state of Colorado which now
exist or which are subsequently enacted, the provisions of this
article shall control.
SECTION 38. 3833.5101,
Colorado Revised Statutes, 1982 Repl. Vol., is amended to read:
3833.5101. Method of formation
purpose. Cooperative housing corporations
may be formed by any three or more adult residents of this state
associating themselves to form a nonprofit corporation, pursuant
to the "Colorado REVISED Nonprofit Corporation Act",
articles 20 to 29
ARTICLES 121 TO 137 of title 7, C.R.S. 1973.
The specified purpose of such corporation shall be to provide
each stockholder in said corporation with the right to occupy,
for dwelling purposes, a house or an apartment in a building owned
or leased by said corporation.
SECTION 39. The
introductory portion to 3833.5102 (1), Colorado Revised
Statutes, 1982 Repl. Vol., is amended to read:
3833.5102. Requirements
for articles of incorporation of cooperative housing corporations.
(1) In addition to any other requirements for articles
of incorporation imposed by the "Colorado REVISED Nonprofit
Corporation Act", articles 20
to 29 ARTICLES 121 TO 137 of title
7, C.R.S., 1973,
such articles of incorporation shall, in the case of cooperative
housing corporations, include the following provisions:
SECTION 40. Effective
date. This act shall take effect July 1, 1998.
SECTION 41. Safety
clause. The general assembly hereby finds, determines, and
declares that this act is necessary for the immediate preservation
of the public peace, health, and safety.
____________________________ ____________________________
Tom Norton Charles E. Berry
PRESIDENT OF SPEAKER OF THE HOUSE
THE SENATE OF REPRESENTATIVES
____________________________ ____________________________
Joan M. Albi Judith M. Rodrigue
SECRETARY OF CHIEF CLERK OF THE HOUSE
THE SENATE OF REPRESENTATIVES
APPROVED________________________________________
_________________________________________
Roy Romer
GOVERNOR OF THE STATE OF COLORADO