Colorado § 7-130-106 - Restated articles of incorporation.

§ 7-130-106. Restated articles of incorporation.

(1) The board of directors may restate the articles of incorporation at any time with or without member action. If the nonprofit corporation has no members and no directors have been elected, its incorporators may restate the articles of incorporation at any time.

(2) The restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment requiring member approval, it shall be adopted as provided in section 7-130-103.

(3) If the board of directors submits a restatement for member action, the nonprofit corporation shall give notice, in accordance with section 7-127-104, to each member entitled to vote on the restatement of the members' meeting at which the restatement will be voted upon. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the restatement, and the notice shall contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles of incorporation.

(4) A nonprofit corporation restating its articles of incorporation shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, articles of restatement stating:

(a) The domestic entity name of the nonprofit corporation;

(b) The text of the restated articles of incorporation; and

(c) (Deleted by amendment, L. 2008, p. 1879, § 8, effective August 5, 2008.)

(d) If the restatement was adopted by the board of directors or incorporators without member action, a statement to that effect and that member action was not required.

(5) Upon filing by the secretary of state or at any later effective date determined pursuant to section 7-90-304, restated articles of incorporation supersede the original articles of incorporation and all prior amendments to them.

Source: L. 97: Entire article added, p. 710, § 3, effective July 1, 1998. L. 2002: IP(4) and (5) amended, p. 1856, § 142, effective July 1; IP(4) and (5) amended, p. 1721, § 144, effective October 1. L. 2003: IP(4) and (4)(a) amended, p. 2344, § 313, effective July 1, 2004. L. 2008: (4)(b) and (4)(c) amended, p. 1879, § 8, effective August 5.