Colorado § 7-102-106 - Bylaws.
Full text of Colorado Colorado Revised Statutes § 7-102-106 — Bylaws., with citation guidance and answers to common questions.
§ 7-102-106. Bylaws.
(1) The board of directors or, if no directors have been elected, the incorporators may adopt initial bylaws. If neither the incorporators nor the board of directors have adopted initial bylaws, the shareholders may do so.
(2) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or with the articles of incorporation.
Source: L. 93: Entire article added, p. 745, § 1, effective July 1, 1994.
ANNOTATION
Law reviews. For article, "Organizational Problems of the Small Business Corporation", see 27 Dicta 79 (1950).
Annotator's note. Since § 7-102-106 is similar to § 7-5-109 as it existed prior to the 1993 recodification of the "Colorado Business Corporation Act", articles 101 to 117 of this title, cases construing that provision and its predecessors have been included in the annotations to this section.
Directors may make bylaws if certificate so provides. This section expressly authorizes the directors, if the certificate of incorporation so provides, to make such prudential bylaws as they deem proper for the management of the affairs of the company not inconsistent with the laws of the state. Mitchell v. Colo. Fuel & Iron Co., 117 F. 723 (D. Colo. 1902).
And courts will interfere only in case of abuse. The matter of adopting bylaws for the government of corporations, and the manner in which their business shall be transacted, is a matter so much of discretion that a court should interfere only in a plain case of abuse. Mitchell v. Colo. Fuel & Iron Co., 117 F. 723 (D. Colo. 1902).
Where bylaws conflict with the articles of incorporation, the articles of incorporation control and the bylaws in conflict are void. Paulek v. Isgar, 38 Colo. App. 29, 551 P.2d 213 (1976).
Frequently Asked Questions About Colorado § 7-102-106
What does Colorado Revised Statutes § 7-102-106 cover?
Section 7-102-106 ("Bylaws.") is part of the Colorado Revised Statutes, the codified statutory law of Colorado. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Colorado § 7-102-106?
A common citation format is "Colorado Revised Statutes § 7-102-106" (Colorado). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Colorado law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Colorado official source linked on this page or consult a licensed Colorado attorney.
How does Colorado § 7-102-106 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Colorado can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Colorado.