Colorado § 7-80-1209 - Governance principles.

§ 7-80-1209. Governance principles.

(1) Unless otherwise provided in the articles of organization or operating agreement of an artist company:

(a) A quorum for a meeting of members or managers consists of a majority of the voting interests or managers, as applicable, entitled to vote at the meeting;

(b) Except as provided in subsection (1)(c) of this section, an act of the members or managers requires approval by a majority of those present at a meeting at which a quorum is present; except that the following actions require approval by a majority of all voting interests of the members:

(I) Amendment of the articles of organization;

(II) Adoption or amendment of an operating agreement;

(III) Merger, consolidation, conversion, change of control, or other business combination transaction;

(IV) Dissolution of the artist company;

(V) Election to become or cease to be a public benefit artist company; and

(VI) Other matters as may be specified in the articles of organization or operating agreement; and

(c) The following actions require approval by a majority of all voting interests of artist-members, even if the action is effectuated by an amendment to the articles of organization or operating agreement:

(I) An action materially affecting the ownership, licensing, transfer, or reversionary rights of artistic work of the artist company or artist-members;

(II) Changing the definition or scope of "public benefit" under the articles of organization or operating agreement of a public benefit artist company;

(III) Electing to become or ceasing to be a public benefit artist company;

(IV) Ceasing to be an artist company, including an action that causes the entity to no longer meet the requirements set forth in section 7-80-1203 (1);

(V) Modifying the governing control of the artist company, including with respect to management structure, voting rights, or decision-making authority; and

(VI) Approving the annual operating budget of the artist company.

(2) The following is not individually an indication of lack of good governance, grounds for piercing the limited liability veil, or evidence of improper corporate formalities:

(a) Failure to prepare written minutes of meetings of the governing body if there is adequate written evidence of formal approvals taken by the governing body;

(b) Failure to hold annual meetings of members of an artist company; or

(c) Failure of an artist company to observe other formalities customarily associated with Colorado limited liability companies or other entity forms.

Source: L. 2026: Entire part added, (SB 26-133), ch. 297, p. 1630, § 1, effective August 12.