Colorado § 11-41-123 - Directors and meetings.

§ 11-41-123. Directors and meetings.

(1) The corporate powers shall be exercised by a board of directors, which may be any number not less than five as shall be fixed by and stated in the articles of incorporation and which directors shall hold office until their successors are duly elected and qualified. At each annual meeting, the successors to the directors whose terms of office then expire shall be elected by the members entitled to vote at such time and place as shall be directed by the articles or bylaws of the association.

(2) Public notice of the time and place of holding elections described in subsection (1) of this section and also of all special meetings of the members shall be published at least once, not more than thirty days nor less than ten days before the date of each meeting, in a newspaper of general circulation printed in the county where the principal office of the corporation is located, and, if there is no such newspaper, then in a newspaper printed in an adjoining county, and, with respect to any special meeting or any annual meeting to be held at a time or place other than as specified in the articles of incorporation or bylaws of the association, by delivering personally to each member or depositing in the post office at least thirty days before the meeting a copy of the notice, addressed to each member entitled to vote, including the signature of the president or secretary, stating the time and, in case of special meetings, the objects of the meeting. Business shall not be transacted at any special meeting except business that is mentioned in the notice. If any member fails to furnish the secretary with the member's correct post office address, the member is not entitled to separate notice.

(3) Whenever any notice is required to be given under the provisions of articles 40 to 46 of this title or under the provisions of the articles or bylaws of any association organized under the laws of Colorado, a waiver thereof in writing signed by the persons entitled to said notice, whether before, at, or after the time stated therein, shall be deemed equivalent to such notice.

(4) Members who are entitled to vote may vote either in person or by proxy at meetings. Any number of members present in person or by proxy at a regular or special meeting of the members constitutes a quorum unless otherwise specifically provided in articles 40 to 46 of this title 11. If a majority of the votes represented at any annual or special meeting are in favor of adjournment, the meeting may be adjourned for a period not to exceed sixty days at one adjournment. Each member entitled to vote may cast, in person or by proxy, one vote for each one hundred dollars, or fraction thereof, of the total certificate value of all the member's shares and stock. A borrowing member holding a membership certificate may, as a borrower, cast one vote and has such voting right in all cases where articles 40 to 46 of this title 11 give such right to shareholders.

(5) A majority of all votes cast at any meeting of members determines any question unless otherwise specifically provided. The members who are entitled to vote at any meeting of the members shall be those of record on the books of the association at the end of the calendar month next preceding the date of the meeting of members, except those who have ceased to be members. In balloting for directors, members may vote for as many directors as are to be elected, or, in case the certificate of incorporation of the association permits cumulative voting, each member may cumulate the member's votes and give one candidate as many votes as the number of directors multiplied by the number of the member's votes or distribute them on the same principle among as many candidates as the member may desire, and the person having the highest number of votes in consecutive order is elected. By the unanimous vote of all the members represented at the meeting, the secretary of the meeting may be authorized and instructed to cast one ballot for one or more of all the directors to be elected.

(6) When any vacancy occurs among the directors by death, resignation, or otherwise, it shall be filled for the remainder of the year by a majority vote of the remaining directors, unless otherwise provided by the bylaws of said association.

Source: L. 33: p. 307, § 14. CSA: C. 25, § 17. L. 39: p. 243, § 17. CRS 53: § 122-2-23. C.R.S. 1963: § 122-2-23. L. 69: p. 1016, § 10. L. 84: (1) amended, p. 379, § 6, effective May 11. L. 2024: (2), (4), and (5) amended, (HB 24-1381), ch. 350, p. 2372, § 27, effective August 7.

ANNOTATION

Courts generally will not interfere with management. In the absence of fraud, gross mismanagement, or ultra vires acts by those lawfully entrusted with the management of the corporation, under this section, neither a court of law nor equity has jurisdiction to interfere with or control the internal affairs or policy of the corporation. The rule applies to the setting aside of reserve funds and the declaration of dividends, and courts will not interfere with the discretion of directors in such matters unless they have acted fraudulently, capriciously, or unreasonably. Midland Sav. & Loan Co. v. Dunmire, 68 F.2d 249 (10th Cir. 1933).