Colorado § 7-108-301 - Officers.

§ 7-108-301. Officers.

(1) A corporation shall have the officers designated in its bylaws or by the board of directors. An officer shall be an individual who is eighteen years of age or older.

(2) Officers may be appointed by the board of directors or in such other manner as the board of directors or bylaws may provide. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.

(3) The bylaws or the board of directors shall delegate to one or more of the officers responsibility for the preparation and maintenance of minutes of the directors' and shareholders' meetings and other records and information required to be kept by the corporation under section 7-116-101 and for authenticating records of the corporation.

(4) The same individual may simultaneously hold more than one office in the corporation.

Source: L. 93: Entire article added, p. 785, § 1, effective July 1, 1994. L. 2004: (1) amended, p. 1499, § 259, effective July 1.

ANNOTATION

Law reviews. For article, "Signatures on Documents Affecting Title to Colorado Real Property — Part III", see 12 Colo. Law. 447 (1983).

Annotator's note. Since § 7-108-301 is similar to § 7-5-115 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.

Contract which gives individual power to elect officers is void. A contract executed by a corporation which surrenders to an individual the power and duty of stockholders or directors to elect officers and select employees is against public policy and void. Borland v. Sass Printing Co., 95 Colo. 53, 32 P.2d 827 (1934) (decided under repealed C.L. 21, §§ 2243, 2250, 2251, and 2263).

Officers may be held personally liable. Under certain circumstances the corporate form may be disregarded where justice requires such action, and personal liability will then be imposed upon those officers of a corporation who stand behind the corporate form as a shield. Contractors Heating & Supply Co. v. Scherb, 163 Colo. 584, 432 P.2d 237 (1967).

The corporate form, however, will not be disregarded to hold an officer of a corporation personally liable unless a clear showing is made that it was used to perpetuate a fraud or defeat a rightful claim. Contractors Heating & Supply Co. v. Scherb, 163 Colo. 584, 432 P.2d 237 (1967).

Informal conduct of business not enough to hold officer personally liable. Standing alone, informalities in the conduct of a corporate business by one of its officers does not form a basis for piercing the corporate form to hold an officer personally liable for debts incurred by the corporation. Contractors Heating & Supply Co. v. Scherb, 163 Colo. 584, 432 P.2d 237 (1967).

Treasurer's intentional misrepresentations sufficient to sustain punitive damages against corporation. A finding that the treasurer of a corporation, acting within the scope of his employment, intentionally made material misrepresentations is sufficient, in and of itself, to sustain an award of punitive damages against the corporation. Fitzgerald v. Edelen, 623 P.2d 418 (Colo. App. 1980).

Where the president of a corporation acts in a representative capacity for the corporation and the plaintiff knows that he is dealing with an entity other than the president acting in his individual capacity, the president cannot be held personally liable. Bidwell v. Jolly, 716 P.2d 481 (Colo. App. 1986).

Applied in Masinton v. Dean, 659 P.2d 50 (Colo. App. 1982).