Colorado § 7-40-104 - Additional powers - indemnification - liability.

§ 7-40-104. Additional powers - indemnification - liability.

(1) The certificate of incorporation or the bylaws of the corporation may provide the authority for the amendment of the certificate of incorporation or the bylaws, for the merging or consolidation of the corporation with another corporation, and for the exercising of any corporate function, power, right, duty, or privilege.

(2) (a) The certificate of incorporation or the bylaws of the corporation may set forth a provision limiting or eliminating the personal liability of directors to the same extent and in the same manner as is provided for cooperative associations in section 7-55-107 (1)(h).

(b) Any such corporation shall have the same powers, rights, and obligations and shall be subject to the same limitations as those that apply to domestic corporations, as set forth in article 109 of this title 7. Corporation directors, officers, employees, and agents shall have the same rights as directors, officers, employees, and agents, respectively, of domestic corporations, as set forth in article 109 of this title 7. Corporation directors and officers shall have the benefit of the same limitations on personal liability for any injury to person or property arising out of a tort, as set forth in section 7-108-403, for directors and officers, respectively, of domestic corporations. Any reference in said sections to shareholders shall be construed to refer to voting members or voting stockholders, if any, for the purpose of this section.

Source: L. 51: p. 283, § 4. CSA: C. 41, § 175(1). CRS 53: § 31-20-4. C.R.S. 1963: § 31-19-4. L. 88: Entire section amended, p. 405, § 3, effective May 17. L. 93: (2)(b) amended, p. 855, § 7, effective July 1, 1994. L. 2003: (2)(b) amended, p. 2204, § 6, effective July 1, 2004. L. 2019: (2)(b) amended, (SB 19-086), ch. 166, p. 1964, § 62, effective July 1, 2020.

ANNOTATION

Law reviews. For a brief comment on the act which inserted this section, see 28 Dicta 174 (1951).

Nonprofit corporation may sell assets and dissolve by majority vote. Since statutes requiring vote of two-thirds of outstanding authorized voting shares to sell corporation's assets and to adopt resolution of dissolution do not apply to nonprofit corporation, determination of these issues by simple majority vote is valid, if in accordance with bylaws of nonprofit corporation. Morris Alpert & Sons v. Kahler, 31 Colo. App. 345, 502 P.2d 98 (1972).