C.R.S. § 7-121-101 Short title
7-121-101. Short title. Articles 121 to 137 of this title shall be known and may be cited as the "Colorado Revised Nonprofit Corporation Act".
General Provisions - Nonprofit Corporations
C.R.S. tit. 7, art. 121
in effectC.R.S. § 7-121-102 Reservation of power to amend or repeal
7-121-102. 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.
C.R.S. § 7-121-201 Filing requirements
7-121-201. Filing requirements. Part 3 of article 90 of this title, providing for the filing of documents, applies to any document filed or to be filed by the secretary of state pursuant to articles 121 to 137 of this title.
C.R.S. § 7-121-301 Powers - repeal
7-121-301. Powers - repeal. (Repealed)
C.R.S. § 7-121-401 General definitions
7-121-401. General definitions. As used in articles 121 to 137 of this title 7, unless the context otherwise requires:
(1) (Deleted by amendment, L. 2003, p. 2332, § 280, effective July 1, 2004.)
(2) "Articles of incorporation" includes amended articles of incorporation, restated articles of incorporation, and other instruments, however designated, on file in the records of 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 formed or incorporated 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) (Deleted by amendment, L. 2003, p. 2332, § 280, effective July 1, 2004.)
(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 7-128-101 (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) (Deleted by amendment, L. 2000, p. 982, § 76, effective July 1, 2000.)
(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) (Deleted by amendment, L. 2003, p. 2332, § 280, effective July 1, 2004.)
(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) (Deleted by amendment, L. 2003, p. 2332, § 280, effective July 1, 2004.)
(15) "Effective date of notice" has the meaning set forth in section 7-121-402.
(16) "Employee" includes an officer but not a director; except that a director may accept duties that make said director also an employee.
(16.5) "Entrance fee" means any fee or charge, including a damage deposit, paid by a person to a residential nonprofit corporation in order to become a resident member. "Entrance fee" does not include regular periodic payments for the purchase or lease of residential real estate or for the day-to-day use of facilities or services.
(17) to (20) (Deleted by amendment, L. 2003, p. 2332, § 280, effective July 1, 2004.)
e" means any fee or charge, including a damage deposit, paid by a person to a residential nonprofit corporation in order to become a resident member. "Entrance fee" does not include regular periodic payments for the purchase or lease of residential real estate or for the day-to-day use of facilities or services.
(17) to (20) (Deleted by amendment, L. 2003, p. 2332, § 280, effective July 1, 2004.)
(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) and (23) (Deleted by amendment, L. 2003, p. 2332, § 280, effective July 1, 2004.)
(24) "Member" means any person or persons identified as such in the articles of incorporation or bylaws pursuant to a procedure stated in the articles of incorporation or bylaws or by a resolution of the board of directors. The term "member" includes "voting member" and a stockholder in a cooperative housing corporation formed pursuant to section 38-33.5-101, C.R.S.
(25) "Membership" refers to the rights and obligations of a member or members.
(25.5) "Mutual ditch company" means a nonprofit corporation that complies with article 42 of this title.
(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) to (29) (Deleted by amendment, L. 2003, p. 2332, § 280, effective July 1, 2004.)
(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 stated when the record date is fixed.
(32) (Deleted by amendment, L. 2003, p. 2332, § 280, effective July 1, 2004.)
(32.5) "Residential member" means a member of a residential nonprofit corporation whose status as a member is dependent upon, or whose membership is accorded voting rights as a result of, owning or leasing specified residential real estate.
(33) (Deleted by amendment, L. 2003, p. 2332, § 280, effective July 1, 2004.)
(33.5) (a) Except as otherwise provided in paragraph (b) of this subsection (33.5), "residential nonprofit corporation" means a nonprofit corporation that has residential members.
member is dependent upon, or whose membership is accorded voting rights as a result of, owning or leasing specified residential real estate.
(33) (Deleted by amendment, L. 2003, p. 2332, § 280, effective July 1, 2004.)
(33.5) (a) Except as otherwise provided in paragraph (b) of this subsection (33.5), "residential nonprofit corporation" means a nonprofit corporation that has residential members.
(b) Notwithstanding subsection (33.5)(a) of this section, "residential nonprofit corporation" does not include:
(I) A unit owners' association or any other entity subject to the "Colorado Common Interest Ownership Act", article 33.3 of title 38, C.R.S., regardless of whether it was formed before, on, or after July 1, 1992;
(II) A nursing care facility licensed by the department of public health and environment under section 25-3-101, C.R.S.;
(III) An assisted living residence licensed under section 25-3-101, C.R.S.;
(IV) A life care institution regulated under article 49 of title 11; or
(V) A continuing care retirement community, as described in section 25.5-6-203, C.R.S., operated by an entity that is licensed or otherwise subject to state regulation.
(34) "Secretary" means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under section 7-128-301 (3) for the preparation and maintenance of minutes of the meetings of the board of directors and of the members and of the other records and information required to be kept by the nonprofit corporation under section 7-136-101 and for authenticating records of the nonprofit corporation.
(35) to (37) (Deleted by amendment, L. 2003, p. 2332, § 280, effective July 1, 2004.)
(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.
C.R.S. § 7-121-402 Notice
7-121-402. 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 or conduct activities in this state, other than in its capacity as a member, is correctly addressed if addressed to the registered agent address of its registered agent or to the domestic or foreign nonprofit corporation or its secretary at its principal office.
(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.
C.R.S. § 7-121-501 Private foundations
7-121-501. Private foundations. (1) Except where otherwise determined by a court of competent jurisdiction, a nonprofit corporation that is a private foundation as defined in section 509 (a) of the internal revenue code:
(a) Shall distribute such amounts for each taxable year at such time and in such manner as not to subject the nonprofit corporation to tax under section 4942 of the internal revenue code;
(b) Shall not engage in any act of self-dealing as defined in section 4941 (d) of the internal revenue code;
(c) Shall not retain any excess business holdings as defined in section 4943 (c) of the internal revenue code;
(d) Shall not make any investments that would subject the nonprofit corporation to taxation under section 4944 of the internal revenue code;
(e) Shall not make any taxable expenditures as defined in section 4945 (d) of the internal revenue code.
C.R.S. § 7-121-601 Judicial relief
7-121-601. 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 for the county in this state in which the street address of the nonprofit corporation's principal office is located, or if the nonprofit corporation has no principal office in this state, the district court for the county in which the street address of its registered agent is located, or if the nonprofit corporation has no registered agent, the district court for 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 7-127-103.
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