Colorado § 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.

Source: L. 93: Entire article added, p. 767, § 1, effective July 1, 1994. L. 2021: (1) and (5) amended, (HB 21-1124), ch. 41, p. 166, § 12, effective April 19.

ANNOTATION

Annotator's note. Since § 7-107-105 is similar to § 7-4-112 as it existed prior to the 1993 recodification of the "Colorado Business Corporation Act", articles 101 to 117 of title 7, cases construing that provision and its predecessors have been included in the annotations to this section.

A minority stockholder has the right to the statutory notice in order that he may attend and present his views in regard to the corporate management. Jones v. Pearl Mining Co., 20 Colo. 417, 38 P. 700 (1894) (decided under repealed Mills Ann. Stat. § 481).

But no additional notice is needed for an adjourned shareholders' meeting which is but continuation of meeting described in original notice. Morris Alpert & Sons v. Kahler, 31 Colo. App. 345, 502 P.2d 98 (1972).

Amended offer held not to constitute new business requiring new notice. Where original notice for shareholders' meeting provided that meeting was called to consider and act upon proposals for sale of assets of association and to transact such other business as may properly come before the meeting or any adjournment thereof and an amended proposal for sale of assets was discussed at the meeting and then at an adjourned meeting the amended proposal was accepted, the second meeting was not unlawfully called on theory that consideration of an amended offer constituted new business and that therefore meeting was not adjourned meeting but new meeting which under corporation's bylaws required new notice. Morris Alpert & Sons v. Kahler, 31 Colo. App. 345, 502 P.2d 98 (1972).