Colorado § 7-122-102 - Articles of incorporation.

§ 7-122-102. Articles of incorporation.

(1) The articles of incorporation shall state:

(a) The domestic entity name for the nonprofit corporation, which domestic entity name shall comply with part 6 of article 90 of this title;

(b) The registered agent name and registered agent address of the nonprofit corporation's initial registered agent;

(c) The principal office address of the nonprofit corporation's initial principal office;

(d) The true name and mailing address of each incorporator;

(e) Whether or not the nonprofit corporation will have voting members; and

(f) Repealed.

(g) Provisions not inconsistent with law regarding the distribution of assets on dissolution.

(2) The articles of incorporation may but need not state:

(a) The names and addresses of the individuals who are elected to serve as the initial directors;

(b) Provisions not inconsistent with law regarding:

(I) The purpose or purposes for which the nonprofit corporation is incorporated;

(II) Managing and regulating the affairs of the nonprofit corporation;

(III) Defining, limiting, and regulating the powers of the nonprofit corporation, its board of directors, and its members, or any class of members; and

(IV) Whether cumulative voting will be permitted;

(c) Any provision that under articles 121 to 137 of this title is required or permitted to be stated in the bylaws;

(d) The characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members.

(3) The articles of incorporation need not state any of the corporate powers enumerated in articles 121 to 137 of this title.

(4) If articles 121 to 137 of this title condition any matter upon the presence of a provision in the bylaws, the condition is satisfied if such provision is present either in the articles of incorporation or the bylaws. If articles 121 to 137 of this title condition any matter upon the absence of a provision in the bylaws, the condition is satisfied only if the provision is absent from both the articles of incorporation and the bylaws.

Source: L. 97: Entire article added, p. 660, § 3, effective July 1, 1998. L. 2000: (1)(a) amended, p. 982, § 78, effective July 1. L. 2002: (1)(f) repealed p. 1854, § 133, effective July 1; (1)(f) repealed, p. 1719, § 134, effective October 1. L. 2003: IP(1), (1)(a), (1)(b), (1)(c), IP(2), (2)(c), and (3) amended, p. 2335, § 283, effective July 1, 2004. L. 2004: (1)(d) and (2)(a) amended, p. 1510, § 292, effective July 1. L. 2006: (2)(a) amended, p. 881, § 79, effective July 1.

ANNOTATION

Law reviews. For article, "Corporate Director Liability", see 65 Den. U. L. Rev. 59 (1988). For article, "1988 Update on Colorado Tort Reform Legislation — Part II", see 17 Colo. Law. 1949 (1988).