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7-121-101. Short title. Articles 121 to 137 of this title shall be known and may be cited as the "Colorado Revised Nonprofit Corporation Act". 7-121-102. Reservation of power to amend or repeal. The general assembly has the power to amend or repeal all or part of articles 121 to 137 of this title at any time and all domestic and foreign nonprofit corporations subject to said articles shall be governed by the amendment or repeal |
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7-121-201. Filing requirements - number of copies - signature as affirmation. (1) A document shall satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the secretary of state. (2) The document shall be one that is required or permitted by articles 121 to 137 of this title to be filed in the office of the secretary of state. (3) The document shall contain all information required by articles 121 to 137 of this title and may also contain other information. (4) The document shall be typewritten or printed. (5) The document shall be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign nonprofit corporations need not be in English if accompanied by a reasonably authenticated English translation. (6) The document shall be executed, or shall be a true copy made by photographic, xerographic, or other process providing similar copy accuracy of a document that has been executed, as follows: (a) By the chairperson of the board of directors of a domestic or foreign nonprofit corporation, by all of its directors, by one of its officers, or by any other person authorized to execute the document; (b) If directors have not been named or the nonprofit corporation has not been formed, by an incorporator; (c) If the domestic or foreign nonprofit corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary; or (d) If the document is that of a registered agent, by the registered agent, if the person is an individual, or by a person authorized by the registered agent to execute the document, if the registered agent is an entity. (7) The person executing the document shall state beneath or opposite such person's signature his or her name and the capacity in which the person signs.
(8) The document may but need not contain:
(9) Whether or not the document contains an acknowledgment, verification, or proof permitted by subsection (8) of this section, the signature of each person signing the document shall constitute the affirmation or acknowledgment of such person, under penalties of perjury, that the document is the person's act and deed or the act and deed of the domestic or foreign nonprofit corporation and that the facts stated in the document are true. 7-121-202. Forms - secretary of state to furnish upon request. The secretary of state may prepare and furnish forms and cover sheets for any document required or permitted by articles 121 to 137 of this title and may require the use of any such form or cover sheet; however, no requirement that a form or cover sheet be used shall preclude the inclusion in any document of any item the inclusion of which is not prohibited by said articles or require the inclusion therein of any item the inclusion of which is not required by said articles. The secretary of state shall furnish, on request, any form or cover sheet that the secretary of state requires to be used pursuant to this section. 7-121-203. Filing, service, and copying fees - subpoenas. (1) The secretary of state shall charge and collect fees and other charges, which shall be determined and collected pursuant to section 24-21-104 (3), C.R.S., for: (a) Issuing any certificate; (b) Furnishing written information concerning any domestic or foreign nonprofit corporation; (c) Furnishing a copy of any document or instrument; (d) Certifying a copy of any document or instrument that is on file with the secretary of state; (e) Service of any notice, demand, or process upon the secretary of state as the registered agent of a domestic or foreign nonprofit corporation, which amount may be recovered as costs by the party to the suit, action, or proceeding causing such service to be made if such party prevails therein; and (f) Filing any document required or permitted to be filed under articles 121 to 137 of this title. (2) The secretary of state shall charge and collect, at the time of service of any subpoena upon the secretary of state or any deputy or employee of the secretary of state's office, a fee and an allowance for meals as provided under section 7-101-203 and a charge for mileage as provided under section 24-9-104, C.R.S., for each mile from the state capitol building to the place named in the subpoena. The fee shall be paid to the secretary of state; the meal allowance and mileage charge shall be paid to the person named in the subpoena. If the person named in the subpoena is required to appear at the place named in the subpoena for more than one day, such person shall be paid in advance a per diem allowance for each day of attendance as provided under section 7-101-203 in addition to any other fees, allowances, and charges. (3) The secretary of state shall charge and collect all other fees and penalties imposed by or assessed in accordance with articles 121 to 137 of this title. (4) In all cases where fees or charges are imposed under articles 121 to 137 of this title, the fee shall include indexing and filing of the document and shall include affixing the seal of the secretary of state upon any certified copy. 7-121-204. Effective time and date of document. (1) Except as provided in subsection (2) of this section and in section 7-121-205 (4), a document that is filed by the secretary of state is effective: (a) At the time of filing on the date it is filed, as evidenced by the secretary of state's time and date endorsement on the document; or (b) At the later of the time specified in the document as its effective time on the date it is filed, as such date is specified in the secretary of state's time and date endorsement on the document, or the time specified in such time and date endorsement of the secretary of state. (2) If a document specifies a delayed effective time and date, the document becomes effective at the time and date specified. If a document specifies a delayed effective date, but not a time, the document is effective at the close of business on that date. If a document specifies a delayed effective date that is later than the ninetieth day after the date the document is filed, the document is effective on the ninetieth day after it is filed. (3) If a document specifies a delayed effective date pursuant to subsection (2) of this section, the document may be prevented from becoming effective by delivering to the secretary of state for filing, on or before the earlier of the specified effective date of the document or the ninetieth day after the document is filed, a certificate of withdrawal, executed in the same manner as the document being withdrawn, stating: (a) That the document has been revoked by appropriate corporate action or by court order or decree pursuant to section 7-130-107 and is void; and (b) In the case of a court order or decree pursuant to section 7-130-107, that such court order or decree was entered by a court having jurisdiction of the proceeding for the reorganization of the nonprofit corporation under a specified statute of this state or of the United States. 7-121-205. Correcting filed document. (1) A domestic or foreign nonprofit corporation may correct a document filed by the secretary of state if the document contains an incorrect statement or was defectively executed, attested, sealed, verified, or acknowledged. (2) A document is corrected by delivering to the secretary of state for filing articles of correction that: (a) Describe the document, including its filing date, or have a copy of it attached to the articles of correction; (b) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution, attestation, sealing, verification, or acknowledgment was defective; and (c) Correct the incorrect statement or the defective execution, attestation, sealing, verification, or acknowledgment. (3) Articles of correction may be executed by any person designated in section 7-121-201 (6) or by the person or persons who executed the document that is corrected. (4) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. 7-121-206. Filing duty of secretary of state - manner of filing. (1) If a document delivered to the secretary of state for filing satisfies the requirements of section 7-121-201, the secretary of state shall file it. (2) The secretary of state files a document by legibly stamping or otherwise endorsing the word "filed", together with the name and official title of the secretary of state and the time and date of receipt, on both the document and the accompanying copy or copies. After filing a document, except as provided in sections 125-103, 7-135-110, and 7-136-108, the secretary of state shall deliver the accompanying copy, with the receipt for filing fees, if any, to the domestic or foreign nonprofit corporation or at the address stated pursuant to section 7-121-201 (11). (3) If the secretary of state refuses to file a document, the secretary of state shall return it to the person delivering the document, together with a written notice providing a brief explanation of the reason for the refusal, within ten days after the document was delivered to the secretary of state. (4) The secretary of state's duty to file documents under this section is ministerial. The filing of or refusal to file a document does not: (a) Affect the validity or invalidity of the document in whole or in part; (b) Relate to the correctness or incorrectness of information contained in the document; or (c) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. 7-121-207. Appeal from secretary of state's refusal to file document. (1) If the secretary of state refuses to file a document delivered to the secretary of state for filing, the person delivering the document for filing may, within forty-five days after the effective date of the notice of the refusal given by the secretary of state pursuant to section 7-121-206 (3), appeal to the district court of the county in this state where the nonprofit corporation's principal office is located, or, if the nonprofit corporation has no principal office in this state, to the district court of the county in which the nonprofit corporation's registered office is located, or, if the nonprofit corporation has no registered office in this state, to the district court of the city and county of Denver. The appeal is commenced by petitioning the court to compel the filing of the document by the secretary of state and by attaching to the petition a copy of the document and a copy of the secretary of state's notice of refusal. (2) The court may order the secretary of state to file the document or to take such other action as the court considers appropriate. (3) The court's order or decision may be appealed as in other civil proceedings. 7-121-208. Evidentiary effect of copy of filed document. A certificate attached to a copy of a document filed by the secretary of state bearing the secretary of state's signature, either manual or facsimile, and the seal of this state is prima facie evidence that the document is on file with the secretary of state. 7-121-209. Certificates issued by secretary of state. (1) The secretary of state shall issue to any person, upon request, a certificate that sets forth any facts of record in the office of the secretary of state, including, if appropriate, a certificate of good standing concerning any domestic or foreign nonprofit corporation. (2) A certificate issued by the secretary of state may be relied upon, subject to any qualification stated in the certificate, as prima facie evidence of the facts set forth therein. 7-121-210. Proof of delivery for filing. (1) The secretary of state may consider a document to have been received for filing upon proof of receipt with a signed return receipt, an entry of a log maintained by the secretary of state of facsimile transmissions received, or such other and additional proof of receipt of the documents received as the secretary of state may require. Such proof must be satisfactory to the secretary of state before the document will be considered received. (2) The secretary of state may require that the receipt of a document by facsimile transmission be shown in the log of facsimile transmissions received by the secretary of state. The secretary of state may condition relief under this section upon fulfillment of such other requirements or conditions that the secretary of state finds appropriate, including, without limitation, the making of a change of name of the entity involved and payment of fees for the filing. (3) Application for relief under this section shall be delivered to the secretary of state within sixty days of the receipt of such document by the secretary of state. The application shall contain sufficient information for the secretary of state to identify the transaction. |
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7-121-301. Powers. The secretary of state has all powers reasonably necessary to perform the duties required of the office by articles 121 to 137 of this title. |
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7-121-401. General definitions. As used in articles 121 to 137 of this title, unless the context otherwise requires: (1) "Address" means any location where mail can be delivered by the United States postal service. "Address" includes post office box numbers, rural free delivery route numbers, and street names and numbers. (2) "Articles of incorporation" includes amended articles of incorporation, restated articles of incorporation, articles of merger, and other instruments, however designated, on file with the secretary of state that have the effect of amending or supplementing in some respect the original or amended articles of incorporation, and shall also include: (a) For a corporation created by special act of the general assembly or pursuant to general law, which corporation has elected to accept the provisions of articles 121 to 137 of this title, the special charter and any amendments thereto made by special act of the general assembly or pursuant to general law prior to the corporation's election to accept the provisions of said articles; (b) For a corporation organized under article 40, 50, or 51 of this title, which corporation has elected to accept the provisions of articles 121 to 137 of this title, the certificate of incorporation or affidavit and any amendments thereto made prior to the corporation's election to accept the provisions of said articles. (3) "Assumed corporate name" means the name assumed for use in this state by a foreign corporation pursuant to section 7-115-106 or by a foreign nonprofit corporation pursuant to section 7-135-106 because its corporate name is not available for use in this state. (4) "Board of directors" means the body authorized to manage the affairs of the domestic or foreign nonprofit corporation; except that no person or group of persons are the board of directors because of powers delegated to that person or group of persons pursuant to section 7-128-101 (2). (5) "Bylaws" means the code or codes of rules, other than the articles of incorporation, adopted pursuant to articles 121 to 137 of this title for the regulation or management of the affairs of the domestic or foreign nonprofit corporation irrespective of the name or names by which such rules are designated, and includes amended bylaws and restated bylaws. (6) "Cash" and "money" are used interchangeably in articles 121 to 137 of this title. Each of these terms includes: (a) Legal tender; (b) Negotiable instruments readily convertible into legal tender; and (c) Other cash equivalents readily convertible into legal tender. (7) "Class" refers to a group of memberships that have the same rights with respect to voting, dissolution, redemption, and transfer. For the purpose of this section, rights shall be considered the same if they are determined by a formula applied uniformly to a group of memberships. (8) "Corporate name" means: (a) The name of a domestic corporation or a domestic nonprofit corporation as stated in its articles of incorporation; or (b) The name of a foreign corporation or a foreign nonprofit corporation as stated in its articles of incorporation or document of similar import. (9) "Corporation" or "domestic corporation" means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of articles 101 to 117 of this title. (10) "Delegate" means any person elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters. (11) "Deliver" includes mail; except that delivery to the secretary of state means actual receipt by the secretary of state. (12) "Director" means a member of the board of directors. (13) "Distribution" means the payment of a dividend or any part of the income or profit of a corporation to its members, directors, or officers. (14) "Effective date", when referring to a document filed by the secretary of state, means the time and date determined in accordance with section 7-121-204. (15) "Effective date of notice" has the meaning set forth in section 7-121-402. (16) "Employee" includes an officer but not a director; except that a director may accept duties that make said director also an employee. (17) "Entity" includes a domestic or foreign corporation, a domestic or foreign nonprofit corporation, a profit or nonprofit unincorporated association, a business trust, an estate, a partnership, a limited liability company, a trust, two or more persons having a joint or common economic interest, a state, the United States, or a foreign government. (18) "Foreign corporation" means a corporation for profit incorporated under a law other than the laws of this state. (19) "Foreign nonprofit corporation" means an entity incorporated under a law other than the laws of this state that would be a nonprofit corporation if formed under the laws of this state. (20) "Includes" when used in reference to any definition or list indicates that the definition or list is partial and not exclusive. (21) "Internal revenue code" means the federal "Internal Revenue Code of 1986", as amended from time to time, or to corresponding provisions of subsequent internal revenue laws of the United States of America. (22) "Mail" means deposit in the United States mail, properly addressed, postage prepaid. (23) "Means" denotes an exhaustive definition or list. (24) "Member" means any person or persons identified as such in the articles of incorporation or bylaws. The term "member" includes "voting member". (25) "Membership" refers to the rights and obligations of a member or members. (26) "Nonprofit corporation" or "domestic nonprofit corporation" means an entity, which is not a foreign nonprofit corporation, incorporated under or subject to the provisions of articles 121 to 137 of this title. (27) "Person" means an individual or an entity. (28) "Principal office" means the office, in or out of this state, designated by a domestic or foreign nonprofit corporation as its principal office in its most recent document on file with the secretary of state providing such information, including any notice of change of principal office on file with the secretary of state. (29) "Proceeding" includes a civil suit, arbitration, or mediation and a criminal, administrative, or investigatory action. (30) "Receive", when used in reference to receipt of a writing or other document by a domestic or foreign nonprofit corporation, means that the writing or other document is actually received: (a) By the domestic or foreign nonprofit corporation at its registered office or at its principal office; (b) By the secretary of the domestic or foreign nonprofit corporation, wherever the secretary is found; or (c) By any other person authorized by the bylaws or the board of directors to receive such writings, wherever such person is found. (31) "Record date" means the date, established under article 127 of this title, on which a nonprofit corporation determines the identity of its members. The determination shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed. (32) "Registered agent" means the registered agent of a domestic nonprofit corporation required to be maintained pursuant to section 7-125-101 (1) (b) or the registered agent of a foreign nonprofit corporation required to be maintained pursuant to section 7-135-108 (1) (b), as the case may be. (33) "Registered office" means the registered office of a domestic nonprofit corporation required to be maintained pursuant to section 7-125-101 (1) (a) or the registered office of a foreign nonprofit corporation required to be maintained pursuant to section 7-135-108 (1) (a), as the case may be. (34) "Secretary" means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under section 7-128-301 (3) for the preparation and maintenance of minutes of the meetings of the board of directors and of the shareholders and of the other records and information required to be kept by the nonprofit corporation under section 7-136-101 and for authenticating records of the nonprofit corporation. (35) "State", when referring to a part of the United States, includes: (a) A state, a commonwealth, and the District of Columbia, together with all agencies and governmental and political subdivisions thereof; and (b) Any territory or insular possession of the United States, together with all agencies and governmental and political subdivisions thereof. (36) "Street address" means street name and number, city or town, and United States post office zip code designation. If, by reason of rural location or otherwise, a street name, number, town, or city does not exist, another appropriate description fixing as nearly as possible the actual physical location may be substituted, but in all such cases the rural free delivery route, the county, and the United States post office zip code designation shall be included. (37) "United States" includes any district, authority, office, bureau, commission, department, and any other agency of the United States of America. (38) "Vote" includes authorization by written ballot and written consent. (39) "Voting group" means all the members of one or more classes of members or directors that, under articles 121 to 137 of this title or the articles of incorporation or bylaws, are entitled to vote and be counted together collectively on a matter. All members or directors entitled by articles 121 to 137 of this title or the articles of incorporation or bylaws to vote generally on the matter are for that purpose a single voting group. (40) "Voting member" means any person or persons who on more than one occasion, pursuant to a provision of a nonprofit corporation's articles of incorporation or bylaws, have the right to vote for the election of a director or directors. A person is not a voting member solely by virtue of any of the following: (a) Any rights such person has as a delegate; (b) Any rights such person has to designate a director or directors; or (c) Any rights such person has as a director. 7-121-402. Notice. (1) Notice given pursuant to articles 121 to 137 of this title shall be in writing unless otherwise provided in the bylaws. (2) Notice may be given in person; by telephone, telegraph, teletype, electronically transmitted, or other form of wire or wireless communication; or by mail or private carrier. The bylaws may provide that if these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published. (3) Written notice by a nonprofit corporation to its members, if mailed, is correctly addressed if addressed to the member's address shown in the nonprofit corporation's current record of members. If three successive notices given to a member pursuant to subsection (5) of this section have been returned as undeliverable, no further notices to such member shall be necessary until another address for the member is made known to the nonprofit corporation. (4) Written notice to a domestic nonprofit corporation or to a foreign nonprofit corporation authorized to transact business in this state, other than in its capacity as a member, is correctly addressed if addressed to its registered agent at its registered office or to the domestic or foreign nonprofit corporation or its secretary at its principal office as shown in its most recent corporate report, or, if a corporate report has not been delivered, to a domestic nonprofit corporation in its articles of incorporation or to a foreign nonprofit corporation in its application for a certificate of authority. (5) Written notice by a nonprofit corporation to its members, if in a comprehensible form, is effective at the earliest of: (a) The date received; (b) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed and with first class postage affixed; (c) The date shown on the return receipt, if mailed by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; (d) Thirty days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed and with other than first class, registered, or certified postage affixed. (6) Oral notice is effective when communicated if communicated in a comprehensible manner. (7) Notice by publication is effective on the date of first publication. (8) If articles 121 to 137 of this title prescribe notice requirements for particular circumstances, those requirements govern. If the articles of incorporation or bylaws prescribe notice requirements not inconsistent with this section or other provisions of articles 121 to 137 of this title, those requirements govern. (9) A written notice or report delivered as part of a newsletter, magazine, or other publication regularly sent to members shall constitute a written notice or report if addressed or delivered to the member's address shown in the nonprofit corporation's current list of members, or in the case of members who are residents of the same household and who have the same address in the nonprofit corporation's current list of members, if addressed or delivered to one of such members, at the address appearing on the current list of members. |
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7-121-501. Private foundations. (1) Except where otherwise determined by a court of competent jurisdiction, a nonprofit corporation that is a private foundation as defined in section 509(a) of the internal revenue code: (a) Shall distribute such amounts for each taxable year at such time and in such manner as not to subject the nonprofit corporation to tax under section 4942 of the internal revenue code; (b) Shall not engage in any act of self-dealing as defined in section 4941(d) of the internal revenue code; (c) Shall not retain any excess business holdings as defined in section 4943(c) of the internal revenue code; (d) Shall not make any taxable expenditures as defined in section 4944 of the internal revenue code; (e) Shall not make any taxable expenditures as defined in section 4945(d) of the internal revenue code. |
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7-121-601. Judicial relief. (1) If for any reason it is impractical or impossible for any nonprofit corporation to call or conduct a meeting of its members, delegates, or directors, or otherwise obtain their consent, in the manner prescribed by articles 121 to 137 of this title, its articles of incorporation, or bylaws, then upon petition of a director, officer, delegate, or member the district court of the county in this state where the nonprofit corporation's principal office is located, or if the nonprofit corporation has no principal office in this state, the district court of the county in which the registered office is located, or if the nonprofit corporation has no registered office in this state, the district court of the city and county of Denver, may order that such a meeting be called or that a written consent or other form of obtaining the vote of members, delegates, or directors be authorized, in such a manner as the court finds fair and equitable under the circumstances. (2) The court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to articles 121 to 137 of this title, the articles of incorporation, or bylaws and whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section, the court may determine who the members or directors are. (3) The order issued pursuant to this section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by articles 121 to 137 of this title, the articles of incorporation, or bylaws. (4) Whenever practical, any order issued pursuant to this section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the articles of incorporation or bylaws, the resolution of which will or may enable the nonprofit corporation to continue managing its affairs without further resort to this section; except that an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger, or sale of assets. (5) Any meeting or other method of obtaining the vote of members, delegates, or directors conducted pursuant to an order issued under this section and that complies with all the provisions of such order is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by articles 121 to 137 of this title, the articles of incorporation, or bylaws. (6) Court ordered meetings may also be held pursuant to section 7-127-103. |
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