Shareholders

C.R.S. tit. 7, art. 107

in effect

C.R.S. § 7-107-101 Annual meeting

7-107-101. Annual meeting. (1) A corporation shall hold a meeting of shareholders annually at a time and date stated in or fixed in accordance with the bylaws, or, if not so stated or fixed, at a time and date stated in or fixed in accordance with a resolution of the board of directors. (2) Unless the board of directors determines to hold the meeting solely by means of remote communication in accordance with section 7-107-108: (a) Annual shareholders' 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 stated in or fixed in accordance with the bylaws, at a place stated in or fixed in accordance with a resolution of the board of directors. (b) If no place is stated in or fixed pursuant to subsection (2)(a) of this section, annual meetings shall be held at the corporation's principal office. (3) The failure to hold an annual meeting at the time 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 corporation.

C.R.S. § 7-107-102 Special meeting

7-107-102. Special meeting. (1) A corporation shall hold a special meeting of shareholders: (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) If the 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 the holders of shares representing at least ten percent of all the votes entitled to be cast on any issue proposed to be considered at the meeting. (2) If not otherwise fixed under section 7-107-103 or 7-107-107, the record date for determining shareholders 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 corporation, whichever is later. (3) Unless the board of directors determines to hold the meeting solely by means of remote communication in accordance with section 7-107-108: (a) Special shareholders' 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 stated in or fixed in accordance with the bylaws, at a place stated in or fixed in accordance with a resolution of the board of directors. (b) If no place is stated in or fixed pursuant to subsection (3)(a) of this section, special meetings shall be held at the corporation's principal office. (4) Only business within the purpose or purposes described in the notice of the meeting required by section 7-107-105 (3) may be conducted at a special shareholders' meeting.

C.R.S. § 7-107-103 Court-ordered meeting

7-107-103. Court-ordered meeting. (1) The holding of a meeting of the shareholders may be summarily ordered by the district court for the county in this state in which the street address of the corporation's principal office is located or, if the corporation has no principal office in this state, by the district court for the county in which the street address of its registered agent is located or, if the corporation has no registered agent, by the district court for the city and county of Denver: (a) On application of any shareholder entitled to participate in an annual meeting if an annual meeting was not held within the earlier of six months after the close of the corporation's most recently ended fiscal year or fifteen months after its last annual meeting; or (b) On application of any person who participated in a call of or demand for a special meeting effective under section 7-107-102 (1), if: (I) Notice of the special meeting was not given within thirty days after the date of the call or the date the last of the demands necessary to require the calling of the meeting was received by the corporation pursuant to section 7-107-102 (1)(b), as the case may be; or (II) The special meeting was not held in accordance with the notice. (2) The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, fix a record date for determining shareholders 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.

C.R.S. § 7-107-104 Action without meeting

7-107-104. Action without meeting. (1) Unless the articles of incorporation require that such action be taken at a shareholders' meeting, any action required or permitted by articles 101 to 117 of this title to be taken at a shareholders' meeting may be taken without a meeting if: (a) All of the shareholders entitled to vote thereon consent to such action in writing; or (b) Except as otherwise provided in subsection (1.5) of this section and if expressly provided for in the articles of incorporation, the shareholders holding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the shares entitled to vote thereon were present and voted consent to such action in writing. (1.5) If shares are entitled to be voted cumulatively in the election of directors, shareholders may take action under this section to elect or remove directors only if: (a) The articles of incorporation do not require that such action be taken at a shareholders' meeting; and (b) All of the shareholders entitled to vote in the election or removal sign writings describing and consenting to the election or removal of the same directors and the writings are received by the corporation in accordance with subsection (2) of this section. (2) (a) No action taken pursuant to this section is effective unless, within sixty days after the date the corporation first receives a document describing and consenting to the action and signed by a shareholder, the corporation has received documents that describe and consent to the action, signed by shareholders holding at least the number of shares entitled to vote on the action as required by subsection (1) or (1.5) of this section, as the case may be, disregarding any such document that has been revoked pursuant to subsection (3) of this section. (b) (I) Action taken pursuant to this section is effective as of the date the corporation receives the last document necessary to effect the action unless all of the documents necessary to effect the action state another date as the effective date of the action, in which case the stated date is the effective date of the action. (II) A consent given by electronic transmission is delivered to the corporation upon the earliest of: (A) When the consent enters an information processing system, if any, designated by the corporation for receiving consents if the electronic transmission is in a form capable of being processed by that system and the corporation is able to retrieve that electronic transmission. Whether the corporation has designated an information processing system to receive consents is determined by the articles of incorporation, by the bylaws, or from the context and surrounding circumstances, including the conduct of the corporation. (B) When a paper reproduction of the consent is delivered to the corporation's principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of shareholders or members are recorded; (C) When a paper reproduction of the consent is delivered to the corporation's registered office in this state by hand or by certified or registered mail, return receipt requested; or (D) When delivered in such other manner, if any, provided by resolution of the board of directors or governing body of the corporation. (III) A consent given by electronic transmission is delivered under this section even if no person is aware of its receipt. Receipt of an electronic acknowledgment from an information processing system establishes that a consent given by electronic transmission was received but does not, by itself, establish that the content sent corresponds to the content received. rning body of the corporation. (III) A consent given by electronic transmission is delivered under this section even if no person is aware of its receipt. Receipt of an electronic acknowledgment from an information processing system establishes that a consent given by electronic transmission was received but does not, by itself, establish that the content sent corresponds to the content received. (3) Any shareholder who has signed a document describing and consenting to action taken pursuant to this section may revoke the consent by a document signed and dated by the shareholder describing the action and stating that the shareholder's prior consent thereto is revoked, if the document is received by the corporation prior to the effectiveness of the action. (4) If not otherwise fixed under subsection (7) of this section or section 7-107-107, the record date for determining shareholders entitled to take action pursuant to this section or entitled to be given notice under subsection (5.5) of this section of action taken pursuant to this section is the date the corporation first receives a document upon which the action is taken pursuant to this section. (5) Action taken under this section has the same effect as action taken at a meeting of shareholders and may be described as such in any document. (5.5) If action is taken under subsection (1) of this section with less than unanimous consent of all shareholders entitled to vote upon the action, the corporation or shareholders taking the action shall, upon receipt by the corporation of all documents necessary to effect the action, give notice of the action to all shareholders who were entitled to vote upon the action but who have not consented to the action in the manner provided in subsection (1) of this section. The notice must contain or be accompanied by the same material, if any, that would have been required under articles 101 to 117 of this title 7 to be given to shareholders in or with a notice of the meeting at which the action would have been submitted to the shareholders. (6) (Deleted by amendment, L. 96, p. 1316, § 18, effective June 1, 1996.) (7) The district court for the county in this state in which the street address of the corporation's principal office is located or, if the corporation has no principal office in this state, the district court for the county in which the street address of its registered agent is located, or, if the corporation has no registered agent, the district court for the city and county of Denver may, upon application of the corporation or any shareholder who would be entitled to vote on the action at a shareholders' meeting, summarily state a record date for determining shareholders entitled to sign documents consenting to an action under this section and may enter other orders necessary or appropriate to effect the purposes of this section.

C.R.S. § 7-107-105 Notice of meeting

7-107-105. Notice of meeting. (1) A corporation shall give notice to shareholders of the date, time, and place, if any, of each annual and special shareholders' meeting no fewer than ten nor more than sixty days before the date of the meeting; except that, if the number of authorized shares is to be increased, the corporation shall give at least thirty days' notice. Unless articles 101 to 117 of this title 7 or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting. (2) Unless articles 101 to 117 of this title or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. (3) Notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called. (4) If not otherwise fixed under section 7-107-103 or 7-107-107, the record date for determining shareholders entitled to be given notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is given to shareholders. (5) (a) Subject to subsection (5)(b) of this section and unless otherwise required by the bylaws, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, if any, notice need not be given of the new date, time, or place, if any, if the new date, time, or place, if any, is announced at the meeting before adjournment. (b) If a new record date for the adjourned meeting is or must be fixed under section 7-107-107, notice of the adjourned meeting shall be given under this section to persons who are shareholders as of the new record date.

C.R.S. § 7-107-106 Waiver of notice

7-107-106. Waiver of notice. (1) A shareholder may waive any notice required by articles 101 to 117 of this title or by the articles of incorporation or 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 shareholder entitled to the notice, and be delivered to the 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 shareholder's attendance at a meeting: (a) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder 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 shareholder objects to considering the matter when it is presented.

C.R.S. § 7-107-107 Record date

7-107-107. Record date. (1) The bylaws may fix or provide the manner of fixing a future date as the record date for one or more voting groups in order to determine the shareholders entitled to be given notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action, and if the bylaws do not fix or provide for fixing a record date, the board of directors may fix a future date as the record date; except that the record date for determining the shareholders entitled to take action without a meeting or entitled to be given notice of action so taken shall be determined as provided in section 7-107-104 (4). (2) A record date fixed under this section shall not be more than seventy days before the meeting or action requiring a determination of shareholders. (3) A determination of shareholders entitled to be given notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting. (4) 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 continues in effect or it may fix a new record date.

C.R.S. § 7-107-108 Remote participation in shareholders' meetings - meetings held solely by remote participation

7-107-108. Remote participation in shareholders' meetings - meetings held solely by remote participation. (1) Shareholders of any class or series of shares may participate in any meeting of shareholders by means of remote communication to the extent the board of directors authorizes participation for that class or series. Participation as a shareholder by means of remote communication is subject to such guidelines and procedures as the board of directors adopts and must be in conformity with subsection (2) of this section. (2) Shareholders participating in a shareholders' meeting by means of remote communication shall be deemed present and may vote at such a meeting if the corporation has implemented reasonable measures to: (a) Verify that each person participating remotely as a shareholder is a shareholder; and (b) Provide the shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to communicate and to read or hear the proceedings of the meeting, substantially concurrently with the proceedings. (3) Unless the bylaws require the meeting of shareholders to be held at a place, the board of directors may determine that a meeting of shareholders will not be held at any place and instead will be held solely by means of remote communication, but only if the corporation implements the measures specified in subsection (2) of this section.

C.R.S. § 7-107-201 Shareholders' list for meeting

7-107-201. Shareholders' list for meeting. (1) After fixing a record date for a shareholders' meeting, the corporation shall prepare a list of the names of all its shareholders who are entitled to be given notice of the meeting. The list shall be arranged by voting groups and within each voting group by class or series of shares, shall be alphabetical within each class or series, and shall show the address of, and the number of shares of each such class and series that are held by, each shareholder. (2) (a) The shareholders' list must be available for inspection by any shareholder, 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: (I) At the corporation's principal office or at a place identified in the notice of the meeting in the city in which the meeting will be held; or (II) On a reasonably accessible electronic network if the information required to gain access to the list is provided with the notice of the meeting. If the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that the list is available only to shareholders of the corporation. (b) A shareholder or an agent or attorney of the shareholder is entitled, on written demand, to inspect and, subject to sections 7-116-102 (3) and 7-116-103 (2) and (3), to copy the list during regular business hours and during the period it is available for inspection. (3) If the meeting is to be held at a place, the corporation shall make the shareholders' list available at the meeting, and any shareholder or an agent or attorney of the shareholder is entitled to inspect the list at any time during the meeting or any adjournment. If the meeting is to be held solely by means of remote communication, the list must also be open to inspection during the meeting on a reasonably accessible electronic network, and the corporation shall provide, with the notice of the meeting, all information required to access the list. (4) If the corporation refuses to allow a shareholder or an agent or attorney of the shareholder to inspect the shareholders' list before or at the meeting or to copy the list, as permitted by subsection (2) or (3) of this section, the district court for the county in this state in which the street address of the corporation's principal office is located or, if the corporation has no principal office in this state, the district court for the county in which the street address of its registered agent is located or, if the corporation has no registered agent, the district court for the city and county of Denver may, on application of the shareholder, summarily order the inspection or copying of the list at the corporation's expense and may postpone or adjourn the meeting for which the list was prepared until the inspection or copying is complete. (5) If a court orders inspection or copying of the shareholders' list pursuant to subsection (4) of this section, unless the 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 shareholder or the agent or attorney of the shareholder to inspect or copy the shareholders' list: (a) The court shall also order the corporation to pay the shareholder's costs, including reasonable counsel fees, incurred in obtaining the order; (b) The court may order the corporation to pay the shareholder for any damages the shareholder incurred; and able basis for doubt about the right of the shareholder or the agent or attorney of the shareholder to inspect or copy the shareholders' list: (a) The court shall also order the corporation to pay the shareholder's costs, including reasonable counsel fees, incurred in obtaining the order; (b) The court may order the corporation to pay the shareholder for any damages the shareholder incurred; and (c) The court may grant the shareholder any other remedy afforded the shareholder by law. (6) If a court orders inspection or copying of the shareholders' list pursuant to subsection (4) of this section, the court may impose reasonable restrictions on the use or distribution of the list by the shareholder. (7) Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.

C.R.S. § 7-107-202 Voting entitlement of shares

7-107-202. Voting entitlement of shares. (1) Except as otherwise provided in subsections (2) and (4) of this section or in the articles of incorporation, each outstanding share, regardless of class, is entitled to one vote, and each fractional share is entitled to a corresponding fractional vote, on each matter voted on at a shareholders' meeting. Only shares are entitled to vote. (2) Except as otherwise ordered by a court of competent jurisdiction upon a finding that the purpose of this subsection (2) would not be violated in the circumstances presented to the court, the shares of a corporation are not entitled to be voted if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation. (3) Subsection (2) of this section does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity. (4) Redeemable shares are not entitled to be voted after notice of redemption is delivered to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.

C.R.S. § 7-107-203 Proxies

7-107-203. Proxies. (1) A shareholder may vote the shareholder's shares in person or by proxy. (2) Without limiting the manner in which a shareholder may appoint a proxy to vote or otherwise act for the shareholder, the following constitutes valid means of appointment: (a) A shareholder may appoint a proxy by signing an appointment form, either personally or by the shareholder's attorney-in-fact. (b) A shareholder may appoint a proxy by an electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization, or similar agent duly authorized by the person who will be the holder of the proxy to receive the transmission. The transmission must set forth or be submitted with information from which it can be determined that the shareholder authorized the electronic transmission. If it is determined that an electronic transmission is valid, the person making that determination shall specify the information upon which the person relied. (3) An appointment of a proxy is effective against the corporation when received by the corporation, including receipt by the corporation of an appointment transmitted pursuant to subsection (2)(b) of this section. An appointment is valid for the term specified in the appointment form and, if no term is specified, is valid for eleven months unless the appointment is irrevocable under subsection (5) of this section. (4) A copy, facsimile, telecommunication, or other reliable reproduction of the document, including any electronic transmission, created pursuant to subsection (2) of this section may be substituted or used in lieu of the original document for any and all purposes for which the original document could be used if the copy, facsimile, telecommunication, or other reproduction is a complete reproduction of the entire original document. (5) An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of any of the following persons or their designees: (a) A pledgee; (b) A person who purchased or agreed to purchase the shares; (c) A creditor of the corporation who extended credit to the corporation under terms requiring the appointment; (d) An employee of the corporation whose employment contract requires the appointment; or (e) A party to a voting agreement created under section 7-107-302. (6) The death or incapacity of the shareholder appointing a proxy does not affect the right of the 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. (7) An appointment made irrevocable under subsection (5) of this section is revoked when the interest with which it is coupled is extinguished, but such revocation does not affect the right of the corporation to accept the proxy's authority unless: (a) The corporation had notice that the appointment was coupled with that interest and notice that the interest is extinguished 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; or uished, but such revocation does not affect the right of the corporation to accept the proxy's authority unless: (a) The corporation had notice that the appointment was coupled with that interest and notice that the interest is extinguished 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; or (b) Other notice of the revocation of the appointment 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) The corporation shall not be required to recognize an appointment made irrevocable under subsection (5) of this section if it has received a writing revoking the appointment signed by the shareholder either personally or by the shareholder's attorney-in-fact, notwithstanding that the revocation may be a breach of an obligation of the shareholder to another person not to revoke the appointment. This provision shall not affect any claim such other person may have against the shareholder with respect to the revocation. (9) Unless an appointment otherwise provides, an appointment made irrevocable under subsection (5) of this section continues in effect after a transfer of the shares and a transferee takes the shares subject to the appointment; except that a transferee for value of shares subject to an irrevocable appointment may revoke the appointment if: (a) The transferee did not know of its existence when the transferee acquired the shares; and (b) The existence of the irrevocable appointment was not noted on the certificate representing the shares or on the information statement for shares without certificates. (10) Subject to section 7-107-205 and to any express limitation on the proxy's authority appearing on the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.

C.R.S. § 7-107-204 Shares held by intermediaries and nominees

7-107-204. Shares held by intermediaries and nominees. (1) A corporation's board of directors may establish a procedure by which a beneficial owner is recognized by the corporation in its records as the shareholder. The extent, terms, conditions, and limitations of this treatment must be specified in the procedure so established. To the extent that the beneficial owner is treated under the procedure as having rights or privileges that the shareholder otherwise would have, the shareholder does not have those rights or privileges. (2) The procedure described in subsection (1) of this section must specify: (a) The types of intermediaries or nominees to which it applies; (b) The rights or privileges that the corporation recognizes in a beneficial owner, which may include rights or privileges other than voting; (c) The manner in which the procedure may be used by the intermediary or nominee; (d) The information that shall be provided by the intermediary or nominee when the procedure is used; (e) The period for which the intermediary's or nominee's use of the procedure is effective; (f) Requirements for notice to the corporation with respect to the arrangement, including any requirements for the deposit with the corporation of the beneficial ownership certificate; (g) The form and contents of the beneficial ownership certificate; and (h) Other aspects of the rights and duties thereby created.

C.R.S. § 7-107-205 Corporation's acceptance of votes

7-107-205. Corporation's acceptance of votes. (1) If the name signed on a vote, ballot, consent, waiver, proxy appointment, or proxy appointment revocation corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, ballot, consent, waiver, proxy appointment, or proxy appointment revocation and to give it effect as the act of the shareholder. (2) If the name signed on a vote, ballot, consent, waiver, proxy appointment, or proxy appointment revocation does not correspond to the name of a shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, ballot, consent, waiver, proxy appointment, or proxy appointment revocation and to give it effect as the act of the shareholder if: (a) The shareholder 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 shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver, proxy appointment, or proxy appointment revocation; (c) The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver, proxy appointment, or proxy appointment revocation; (d) The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, ballot, consent, waiver, proxy appointment, or proxy appointment revocation; (e) Two or more persons are the shareholder 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, ballot, consent, waiver, proxy appointment, or proxy appointment revocation is otherwise proper under rules established by the corporation that are not inconsistent with the provisions of this subsection (2). (3) The corporation is entitled to reject a vote, ballot, consent, 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 shareholder. (4) Neither the corporation nor the person authorized to count votes that accepts or rejects a vote, ballot, consent, waiver, proxy appointment, or proxy appointment revocation in good faith and in accordance with the standards of this section is liable in damages for the consequences of the acceptance or rejection. (5) Corporate action based on the acceptance or rejection of a vote, ballot, consent, waiver, proxy appointment, or proxy appointment revocation under this section is valid unless a court of competent jurisdiction determines otherwise.

C.R.S. § 7-107-206 Quorum and voting requirements for voting groups

7-107-206. Quorum and voting requirements for voting groups. (1) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless otherwise provided in articles 101 to 117 of this title or in the articles of incorporation, a majority 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, but a quorum shall not consist of fewer than one-third of the votes entitled to be cast on the matter by the voting group. (2) Once a share is represented for any purpose at a meeting, including the purpose of determining that a quorum exists, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless otherwise provided in the articles of incorporation 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 101 to 117 of this title or the articles of incorporation. (4) An amendment to the articles of incorporation adding, changing, or deleting a quorum or voting requirement for a voting group greater than that specified in subsection (1) or (3) of this section is governed by section 7-107-208 (2). (5) The election of directors is governed by section 7-107-209.

C.R.S. § 7-107-207 Action by single and multiple voting groups

7-107-207. Action by single and multiple voting groups. (1) If articles 101 to 117 of this title or the articles of incorporation provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in section 7-107-206. (2) If articles 101 to 117 of this title or the articles of incorporation provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in section 7-107-206. One voting group may vote on a matter even though no action is taken by another voting group entitled to vote on the matter.

C.R.S. § 7-107-208 Greater quorum or voting requirements

7-107-208. Greater quorum or voting requirements. (1) The articles of incorporation or, if authorized by the articles of incorporation, bylaws adopted by the shareholders may provide for a greater quorum or voting requirement for shareholders or voting groups than is provided for by articles 101 to 117 of this title. (2) An amendment to the articles of incorporation 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.

C.R.S. § 7-107-209 Voting for directors - cumulative voting

7-107-209. Voting for directors - cumulative voting. (1) At each election for directors, every shareholder entitled to vote at such election has the right: (a) To vote, in person or by proxy, all of the shareholder's votes for as many persons as there are directors to be elected and for whose election the shareholder has a right to vote unless the articles of incorporation provide otherwise; or (b) To the extent that the privilege of cumulative voting in the election of directors is in effect pursuant to the provisions of section 7-102-102 (3), to cumulate votes by multiplying the number of votes the shareholder is entitled to cast by the number of directors for whom the shareholder is entitled to vote and casting the product for a single candidate or distributing the product among two or more candidates. (2) The articles of incorporation may provide that shares otherwise entitled to vote cumulatively may not be voted cumulatively at a meeting unless: (a) The notice of the meeting or the proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or (b) A shareholder who has the right to cumulate votes gives notice to the corporation not less than forty-eight hours before the time set for the meeting of the shareholder's intent to cumulate votes during the meeting. If one shareholder gives the notice provided for in this paragraph (b), all other shareholders in the same voting group participating in the election shall be entitled to cumulate their votes without giving further notice. (3) If, before a meeting of shareholders at which directors are to be elected, the corporation receives notice pursuant to paragraph (b) of subsection (2) of this section with respect to that meeting, then: (a) If such notice is received sufficiently early that the information required by paragraph (a) of subsection (2) of this section can be included, without significant additional expense, in the notice of the meeting or in a proxy statement accompanying the notice, the corporation shall include such information in that notice or proxy statement; or (b) If such notice is received later than contemplated in paragraph (a) of this subsection (3), the corporation may take such other action as it may deem appropriate to provide notice, to the voting group or groups that are affected by the shareholder's notice, that cumulative voting is authorized at the meeting for such voting group or groups; and, in any event, the corporation shall cause an announcement to be made at the meeting, before the taking of any vote with respect to which cumulative voting is in effect, that cumulative voting is authorized at the meeting. (4) In an election of 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.

C.R.S. § 7-107-301 Voting trusts

7-107-301. Voting trusts. (1) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust and by transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and promptly cause the corporation to receive copies of the list and agreement. Thereafter, the trustee shall cause the corporation to receive changes to the list promptly as they occur and amendments to the agreement promptly as they are made. (2) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. A voting trust is valid for not more than ten years after its effective date unless extended under subsection (3) of this section. (3) All or some of the parties to a voting trust may extend it for additional terms of not more than ten years each by signing an extension agreement and obtaining the trustee's written consent to the extension. An extension is valid for not more than ten years after the date the first shareholder signs the extension agreement, unless such signing occurs within two years before the expiration date of the voting trust as originally fixed or as last extended, in which case the extension is valid for not more than ten years after the expiration date of the voting trust as originally fixed or last extended. The trustee shall cause the corporation to receive copies of the extension agreement. An extension agreement binds only those parties signing it.

C.R.S. § 7-107-302 Voting agreements

7-107-302. Voting agreements. (1) Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of section 7-107-301. (2) A voting agreement created under this section is specifically enforceable.

C.R.S. § 7-107-401 Definition of "shareholder" - repeal

7-107-401. Definition of "shareholder" - repeal. (Repealed)

C.R.S. § 7-107-402 Actions by shareholders

7-107-402. Actions by shareholders. (1) No action shall be commenced by a shareholder in the right of a domestic corporation, and no action shall be commenced in this state by a shareholder in the right of a foreign corporation, unless the plaintiff was a shareholder of the corporation at the time of the transaction of which the plaintiff complains or the plaintiff is a person upon whom shares or voting trust certificates thereafter devolved by operation of law from a person who was a shareholder at such time. (2) In any action instituted on or after January 1, 1959, in the right of any domestic or foreign corporation by a shareholder, the court having jurisdiction, upon final judgment and a finding that the action was commenced without reasonable cause, shall require the plaintiff to pay to the parties named as defendants the costs and reasonable expenses directly attributable to the defense of such action, but not including fees of attorneys. (3) In any action pending, instituted, or maintained on or after January 1, 1959, in the right of any domestic or foreign corporation by a shareholder holding less than five percent of the outstanding shares of any class of such corporation or of voting trust certificates therefor, unless the shares or voting trust certificates so held have a market value in excess of twenty-five thousand dollars, the corporation in whose right such action is commenced shall be entitled, at any time before final judgment, to require the plaintiff to give security for the costs and reasonable expenses which may be directly attributable to and incurred by it in the defense of such action or may be incurred by other parties named as defendant for which it may become legally liable, but not including fees of attorneys. Market value shall be determined as of the date that the plaintiff institutes the action or, in the case of an intervenor, as of the date that the plaintiff becomes a party to the action. 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 corporation shall have recourse to such security in such amount as the court shall determine upon the termination of such action.

Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://leg.colorado.gov/sites/default/files/images/olls/crs2024-title-07.docxFetched: 10/6/2026