(2) "Articles of incorporation" includes the original or restated articles of incorporation, articles of consolidation, or articles of merger, and all amendments thereto, 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 said articles 20 to 29, 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 said articles 20 to 29, 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) "Board of directors" means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which such group is designated.

(4) "Bylaws" means the code of rules adopted for the regulations or management of the affairs of the corporation irrespective of the name by which such rules are designated.

(5) "Corporation" or "domestic corporation" except as used in subsection (10) of this section means a corporation for profit subject to the provisions of articles 101 to 117 of this title.

(6) "Duplicate originals" means each instrument typed on only one side of each sheet and executed in duplicate by all parties, or true copy made when the original was made or copy made by picture or other process from the original, which resulting copy must be black type on white paper.

(6.5) "Execute" means, for purposes of filing with the secretary of state, the signing of an instrument, in which case the signature of each person signing such instrument shall constitute the affirmation or acknowledgement of such person, under penalties of perjury, that the instrument is his act and deed or the act and deed of the nonprofit corporation, and that the facts stated in the instrument are true.

(7) "Foreign corporation" means a corporation for profit organized under laws other than the laws of this state.

(7.5) "Foreign nonprofit corporation" means a nonprofit corporation organized under laws other than the laws of this state.

(8) "Insolvent" means inability of a corporation to pay its debts as they become due in the usual course of its affairs.

(9) "Member" means one having membership rights in a corporation in accordance with the provisions of its articles of incorporation or bylaws.

(10) "Nonprofit corporation" means a corporation organized under the laws of this state and subject to articles 20 to 29 of this title.

(11) "Person" has the same meaning as set forth in section 2‑4‑401, C.R.S.

CRS §7‑20‑103. Applicability.

(1) The provisions of articles 20 to 29 of this title relating to domestic corporations shall apply to:

(a) All corporations organized under said articles;

(b) Any nonprofit corporation organized prior to January 1, 1968, under article 40 or 50 of this title without shares or capital stock and for a purpose for which a corporation might be organized under articles 20 to 29 of this title and which elects to accept said articles as provided in said articles; and

(c) Any corporation having shares or capital stock and organized under article 40, 50, or 51 of this title, and each nonprofit corporation whether with or without shares or capital stock organized prior to January 1, 1968, under general law or created by special act of the general assembly of Colorado in each case for a purpose for which a corporation may be organized under articles 20 to 29 of this title, but not otherwise entitled to the rights, privileges, immunities, and franchises provided by said articles which elects to accept said articles as provided in said articles.

CRS §7‑20‑104. Purposes.

Corporations may be organized under articles 20 to 29 of this title for any lawful purpose, including, without being limited to, any one or more of the following purposes: Charitable, benevolent, eleemosynary, educational; civic; patriotic; political; religious; social; fraternal; literary; cultural; athletic; scientific; agricultural; horticultural; animal husbandry; and professional, commercial, industrial, or trade association; but labor unions, cooperative associations referred to in article 56 of this title, and insurance companies may not be organized under articles 20 to 29 of this title.

CRS §7‑20‑105. Existing nonprofit corporations ‑ failure to file reports and designate registered offices and agents ‑ dissolution.

(1) Beginning January 1, 1970, corporations which were organized prior to January 1, 1968, and which could, if they so elected, elect to be governed by articles 20 to 29 of this title, pursuant to sections 7‑21‑111 to 7‑21‑114, but which corporations have not done so, shall nevertheless be thereafter subject to section 7‑28‑101 and required to file corporate reports and pay the filing fees therefor as provided in said articles. Such corporations shall also, beginning January 1, 1970, be required to designate and maintain thereafter registered offices and registered agents as provided in section 7‑22‑104. Said registered agents shall be the agents for service of process on said corporations as provided in section 7‑22‑106, and, in the event such registered agent is not appointed by May 1, 1970, or maintained thereafter, the secretary of state shall be the agent for service of process of such corporation as set forth in section 7‑22‑106. The initial designation of such registered office and agent shall be made in such corporation's initial corporate report and may be changed thereafter in the same manner as provided for other corporations subject to articles 20 to 29 of this title.

(2) In addition to filing the corporate reports and designating the registered office and agent required by subsection (1) of this section, each corporation whose articles, affidavit of incorporation, or other basic corporate charter, by whatever name denominated, is not on file in the office of the secretary of state shall file a certified copy of such articles, affidavit of incorporation, or other basic corporate charter in the office of the secretary of state at the time of filing the first corporate report of such corporation. Such certified copy may be secured from any clerk or recorder with whom the instrument may be filed or recorded.

(3) If any corporation, organized prior to January 1, 1968, and which could, if it so elected, elect to be governed by articles 20 to 29 of this title, pursuant to sections 7‑21‑111 to 7‑21‑114, but which has not so elected, shall, after December 31, 1969, for two consecutive years, fail to file annual reports or designate a registered office and agent, the secretary of state shall give written notice to the corporation at the last known address given for such corporation in the files of the secretary of state, and at such other address, if any, as may be readily available to the secretary of state, of the corporation's failure to file the required annual reports or designate and maintain a registered office or agent. More than thirty days after the giving of such notice, the secretary of state shall prepare a list of such corporations which have failed to file their required annual reports or designate and maintain registered offices and agents and shall publish such list in any newspaper of general circulation in this state for two consecutive issues. In addition, the secretary of state shall post a copy of said list in a conspicuous place in his office.

(4) Upon said publication being completed and a proof of publication being filed with the secretary of state by such newspaper, the corporation shall thereupon be deemed defunct and inoperative and no longer competent to conduct its affairs within this state; except that the members of such corporation may hold their annual or special meetings for the election of directors, and the corporation may hold, or continue to hold, mortgage, sell, or convey real estate, and make such reports as are required by the laws of the United States and state of Colorado and elect corporate officers.

(5) Notwithstanding the provisions of subsection (3) of this section, the secretary of state shall not be required to give notice either by mailing, publishing, or posting to any corporations whose articles, affidavit of incorporation, or other basic corporate charter, by whatever name it may be denominated, is not on file in the office of the secretary of state. Such corporation shall become defunct and inoperative as provided in subsection (4) of this section if, after December 31, 1969, it fails for two consecutive years to file the annual reports or designate and maintain registered offices and agents required under articles 20 to 29 of this title without any further notice, subject to reinstatement as provided in subsection (7) of this section.

(6) If the members' meetings have been regularly called and due notice has been given to the members of any such defunct and inoperative corporation, as required by law, and a quorum is not present at any members' meeting, then an election of directors may be held by a majority vote of the members present at such meeting, if not less than thirty percent of all members are present at said meeting in person or by written proxy.

(7) Any defunct corporation may be reinstated, revived, and operative by making and filing all due and appropriate annual reports and designating a registered office and agent, and, upon such filing and the payment of all filing fees and the penalty prescribed in section 7‑28‑105, all as required by law, and upon the payment of all such delinquent fees, such defunct and inoperative corporation shall become reinstated, revived, and operative. The declaration of such corporation as defunct and inoperative shall not take away or impair any remedy given against such corporation or its members, directors, or officers for any liability incurred prior thereto.

(8) Any corporation which has been defunct for a period of five years under the foregoing provisions shall be dissolved by operation of law without the necessity of any other action. Such dissolved corporations shall be subject to the provisions of section 7‑26‑120 relating to the survival of remedies of dissolved corporations.

(9) Notwithstanding the provisions of subsection (8) of this section, any nonprofit corporation which has not elected to be governed by articles 20 to 29 of this title, but which has filed its articles, affidavit of incorporation, or other basic corporate charter with the secretary of state and which has filed at least one corporate report with the secretary of state, but has subsequently failed to file a corporate report and has been suspended for a period of three years shall be dissolved pursuant to section 7‑26‑111.

CRS §7‑20‑106. Unauthorized assumption of corporate powers.

All persons who assume to act as a corporation without authority to do so shall be jointly and severally liable for all debts and liabilities incurred or arising as a result thereof.

CRS §7‑20‑107. Reservation of power.

The general assembly shall at all times have power to prescribe such regulations, provisions, and limitations as it may deem advisable, which provisions and limitations shall be binding upon any corporation subject to the provisions of articles 20 to 29 of this title, and the general assembly has the power to amend, repeal, or modify said articles at pleasure.

CRS §7‑20‑108. Actions against nonprofit corporations.

Any other provision of law to the contrary notwithstanding, any civil action permitted under the laws of this state may be brought against any nonprofit corporation, and the assets of any nonprofit corporation which would, but for articles 20 to 29 of this title, be immune from levy and execution on any judgment shall nonetheless be subject to levy and execution to the extent that such nonprofit corporation would be reimbursed by proceeds of liability insurance policies carried by it were judgment levied and executed against its assets.

CRS §7‑20‑109. Repeal of article. This article is repealed, effective July 1, 1998.

ARTICLE 21 - Incorporation ‑ Articles ‑ Amendments

CRS §7‑21‑101. Incorporators.

One or more persons may incorporate a corporation by signing, acknowledging, and delivering articles of incorporation in duplicate to the secretary of state.

CRS §7‑21‑102. Articles of incorporation.

(1) The articles of incorporation shall set forth:

(a) A corporate name for the nonprofit corporation that satisfies the requirements of section 7‑22‑103;

(b) The street address of the nonprofit corporation's initial registered office, and the name of its initial registered agent at that office;

(d) Whether or not the nonprofit corporation will have members;

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

(2) The articles of incorporation need not set forth any of the corporate powers enumerated in articles 20 to 29 of this title.

(3) The articles of incorporation may set forth:

(a) The purpose or purposes for which the nonprofit corporation is organized which may be, either alone or in combination with other purposes, the transaction of any lawful activity;

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

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

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

(III) The characteristics, qualifications, and obligations attaching to any class of members;

(d) A provision eliminating or limiting the personal liability of a director as provided in section 7‑22‑101 (1) (r);

(e) Any provision that, under articles 20 to 29 of this title, is required or permitted to be set forth in the bylaws.

CRS §7‑21‑103. Filing of articles of incorporation.

(1) Duplicate originals of the articles of incorporation shall be delivered to the secretary of state. If the secretary of state finds that the articles of incorporation conform to law, he shall, when all fees have been paid as prescribed in articles 20 to 29 of this title:

(a) Endorse on each of such duplicate originals the word "Filed" and the month, day, and year of the filing thereof;

(b) File one of such duplicate originals in his office; and

(2) The certificate of incorporation, together with the duplicate original of the articles of incorporation affixed thereto by the secretary of state, shall be returned to the incorporators or their representative.

CRS §7‑21‑104. Effect of issuance of certificate of incorporation.

Upon the issuance of the certificate of incorporation, the corporate existence shall begin, and such certificate of incorporation shall be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under articles 20 to 29 of this title, except as against the state in a proceeding to cancel or revoke the certificate of incorporation or for involuntary dissolution of the corporation.

CRS §7‑21‑105. Organization meetings.

(1) After the issuance of the certificate of incorporation, an organization meeting of the board of directors named in the articles of incorporation shall be held, either within or without this state, at the call of a majority of the incorporators for the purpose of adopting bylaws, electing officers, and transacting such other business as may come before the meeting. The incorporators calling the meeting shall give at least three days' notice by mail to each director so named, which notice shall state the time and place of the meeting.

(2) A first meeting of the members may be held at the call of the directors, or a majority of them, upon at least three days' notice, for such purposes as shall be stated in the notice of the meeting.

CRS §7‑21‑106. Right to amend articles of incorporation.

A corporation may amend its articles of incorporation, from time to time, in as many respects as may be desired, so long as its articles of incorporation as amended contain only such provisions as are lawful under articles 20 to 29 of this title.

CRS §7‑21‑107. Procedure to amend articles of incorporation.

(1) Amendments to the articles of incorporation shall be made in the following manner:

(a) If there are no members, or no members entitled to vote thereon, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.

(b) If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. The question shall also be submitted whenever at least one‑twentieth of the members entitled to vote thereon so request. Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member entitled to vote at such meeting within the time and in the manner provided in articles 20 to 29 of this title for the giving of notice of meetings of members. The proposed amendment shall be adopted upon receiving at least two‑thirds of the votes which members present at such meeting or represented by proxy are entitled to cast.

(2) Any number of amendments may be submitted and voted upon at any one meeting.

CRS §7‑21‑108. Articles of amendment.

(1) The articles of amendment shall be executed and acknowledged in duplicate by the corporation by its president or a vice‑president and by its secretary or an assistant secretary and shall set forth:

(a) The name of the corporation;

(b) The amendment so adopted;

(c) If there are members entitled to vote thereon, either a statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at such meeting, and that such amendment received at least two‑thirds of the votes which members present at the meeting or represented by proxy were entitled to cast or a statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto;

(d) If there are no members, or no members entitled to vote thereon, a statement of such fact, the date of the meeting of the board of directors at which the amendment was adopted, and a statement of the fact that such amendment received the vote of a majority of the directors in office.

CRS §7‑21‑109. Effectiveness of amendment.

(1) Duplicate originals of the articles of amendment shall be delivered to the secretary of state. If the secretary of state finds that the articles of amendment conform to law, he shall, when all fees have been paid as prescribed in articles 20 to 29 of this title:

(a) Endorse on each of such duplicate originals the word "Filed" and the month, day, and year of the filing thereof;

(b) File one of such duplicate originals in his office; and

(2) The certificate of amendment, together with the duplicate original of the articles of amendment affixed thereto by the secretary of state, shall be returned to the corporation or its representative.

(3) Upon issuance of the certificate of amendment by the secretary of state, the amendment shall become effective, and the articles of incorporation shall be deemed to be amended accordingly.

(4) No amendment shall affect any existing cause of action in favor of or against such corporation, or any pending action to which the corporation is a party, or the existing rights of persons other than members; and, if the corporate name is changed by amendment, no action brought by or against the corporation under its former name shall abate for that reason.

CRS §7‑21‑110. Restated articles of incorporation.

(1) A domestic corporation, at any time, may restate its articles of incorporation as amended in the following manner:

(a) If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed restated articles of incorporation and directing that they be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting.

(b) Written notice setting forth the proposed restated articles or a summary of the provisions thereof shall be given to each member entitled to vote thereon within the time and in the manner provided in articles 20 to 29 of this title for the giving of notice of meetings of members. If the meeting is an annual meeting, the proposed restated articles or a summary of the provisions thereof may be included in the notice of such annual meeting.

(c) At such meeting, a vote of the members entitled to vote thereon shall be taken on the proposed restated articles, which shall be adopted upon receiving the affirmative vote of a majority of the members entitled to vote thereon present at such meeting or represented by proxy.

(d) If there are no members, or no members entitled to vote thereon, the proposed restated articles shall be adopted at a meeting of the board of directors upon receiving the affirmative vote of a majority of the directors in office.

(2) Upon the adoption of such resolution, restated articles of incorporation shall be executed in duplicate by the nonprofit corporation by its president or a vice‑president and by its secretary or an assistant secretary and verified by one of the officers signing such articles. The restated articles of incorporation shall state, either in the heading or in an introductory paragraph, the nonprofit corporation's present name and, if the restated articles contain an amendment to the corporate name, the corporate name as amended. The restated articles shall also state that they only restate and integrate and do not further amend the provisions of the nonprofit corporation's articles of incorporation as theretofore amended or supplemented, that there is no discrepancy between such articles of incorporation with such amendments or supplements and the provisions of the restated articles, and that the restated articles of incorporation supersede the original articles of incorporation and all amendments and supplements thereto. The restated articles of incorporation may omit such provisions of the original articles of incorporation which named the incorporators, the initial board of directors, and the initial registered agent and registered office of the nonprofit corporation, and such omissions shall not be deemed a further amendment or a discrepancy with the existing articles of incorporation. Articles of incorporation may also be restated at the time amendments are adopted as provided in section 7‑21‑107.

(3) Repealed.

(4) Duplicate originals of the restated articles of incorporation shall be delivered to the secretary of state. If the secretary of state finds that such restated articles conform to law, he shall, when all fees have been paid as prescribed in articles 20 to 29 of this title:

(a) Endorse on each of such duplicate originals the word "Filed" and the month, day, and year of the filing thereof;

(b) File one such duplicate original in his office; and

(5) The restated certificate of incorporation, together with the duplicate original of the restated articles of incorporation affixed thereto by the secretary of state, shall be returned to the corporation or its representative.

(6) Upon the issuance of the restated certificate of incorporation by the secretary of state, the restated articles of incorporation shall become effective and shall supersede the original articles of incorporation and all amendments thereto.

(7) The restated articles of incorporation may contain amendments if they are adopted pursuant to the provisions of section 7‑21‑107. When the restated articles of incorporation contain amendments, said articles shall state that they correctly set forth the provisions of the articles of incorporation, as amended, that they have been duly adopted as required by law, and that they supersede the original articles of incorporation and all amendments thereto. The voting requirements of section 7‑21‑108 (1) (c) and (1) (d) shall be followed and evidence thereof shall be included in the restated articles of incorporation.

CRS §7‑21‑111. Procedure to elect to accept articles 20 to 29 of this title.

(1) Any nonprofit corporation with shares of capital stock heretofore organized under articles 40, 50, or 51 of this title, any nonprofit corporation heretofore organized under article 40 or 50 of this title without shares of capital stock, and any nonprofit corporation whether with or without shares of capital stock and heretofore organized under any general law or created by any special act of the general assembly for a purpose for which a corporation may be organized under articles 20 to 29 of this title may elect to accept said articles in the following manner:

(a) If there are members or stockholders entitled to vote thereon, the board of directors shall adopt a resolution recommending that the corporation accept articles 20 to 29 of this title and directing that the question of acceptance be submitted to a vote at a meeting of the members or stockholders entitled to vote thereon, which may be either an annual or special meeting. The question shall also be submitted whenever one‑twentieth of the members entitled to vote thereon so request. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider electing to accept said articles shall be given to each member and stockholder entitled to vote at the meeting within the time and in the manner provided in said articles for the giving of notice of meetings to members. Such election to accept said articles shall require for adoption at least two‑thirds of the votes which members or stockholders present at such meeting in person or by proxy are entitled to cast.

(b) If there are no members or stockholders entitled to vote thereon, election to accept articles 20 to 29 of this title may be made at a meeting of the board of directors pursuant to a majority vote of the directors in office.

(c) In effecting such acceptance, the corporation shall, in addition, follow the requirements of the law under which it was organized, its articles of incorporation, and its bylaws so far as applicable.

(d) If the corporate name is not in conformance with the provisions of section 7‑22‑103, the corporation shall change its name to conform with said section. The adoption of a name which is in conformance with said section by the members or stockholders of the corporation, and its inclusion in the statement of election to accept said articles 20 to 29 as the corporate name, and the issuance of a certificate of acceptance by the secretary of state shall be the only action necessary to effect such change. The articles of incorporation, affidavit, or other basic organizational document shall be deemed for all purposes amended to conform to such corporate name.

(e) If the corporation does not have a registered office and a registered agent in this state registered in the office of the secretary of state, it shall designate a registered office and appoint a registered agent having an office identical with such registered office.

(f) All corporations whose articles, affidavit of incorporation, or other basic charter, by whatever name denominated, is not on file in the office of the secretary of state shall file a certified copy of such articles, affidavit of incorporation, or other basic charter in the office of the secretary of state at the time of filing the statement of election to accept articles 20 to 29 of this title. Such certified copy may be secured from any clerk or recorder with whom such instrument may be filed or recorded.

CRS §7‑21‑112. Statement of election to accept articles 20 to 29 of this title.

(1) A statement of election to accept articles 20 to 29 of this title shall be executed and acknowledged in duplicate by the corporation by its president or a vice‑president and by its secretary or an assistant secretary and shall set forth:

(a) The name of the corporation;

(b) A statement by the corporation that it has elected to accept said articles and that all required reports have been or will be filed and all fees, taxes, and penalties due to the state of Colorado accruing under any law to which the corporation heretofore has been subject have been paid;

(c) If there are members or stockholders entitled to vote thereon, a statement setting forth the date of the meeting of such members or stockholders at which the election to accept articles 20 to 29 of this title was made, that a quorum was present at the meeting, and that such acceptance was authorized by at least two‑thirds of the votes which members or stockholders present at such meeting in person or by proxy were entitled to cast;

(d) If there are no members or stockholders entitled to vote thereon, a statement of such fact, the date of the meeting of the board of directors at which election to accept said articles was made, that a quorum was present at the meeting, and that such acceptance was authorized by a majority vote of the directors present at such meeting;

(e) A statement that, in addition, the corporation followed the requirements of the law under which it was organized, its articles of incorporation, and its bylaws so far as applicable in effecting such acceptance;

(f) The street address of the registered office of the nonprofit corporation in this state and the name of the registered agent at such address;

(g) The names and respective addresses of its officers and directors;

(h) A statement that the attached copy of the articles of incorporation, affidavit, or other basic corporate charter of the corporation is true and correct;

(i) If the corporation has issued shares of stock, a statement of such fact including the number of shares heretofore authorized, the number issued and outstanding, and a statement that all issued and outstanding shares of stock have been delivered to the corporation to be cancelled upon the acceptance of articles 20 to 29 of this title by the corporation becoming effective and that from and after the effective date of said acceptance the authority of the corporation to issue shares of stock is terminated; except that this shall not apply to corporations organized for the acquisition and distribution of water to their stockholders.

CRS §7‑21‑113. Filing statement of election to accept articles 20 to 29 of this title.

(1) Duplicate originals of the statement of election to accept articles 20 to 29 of this title shall be delivered to the secretary of state. If the secretary of state finds that said statement conforms to the law, he shall, when all fees have been paid, as prescribed in said articles:

(a) Endorse on each of such duplicate originals the word "Filed" and the month, day, and year of the filing thereof;

(b) File one of such duplicate originals in his office; and

(2) The certificate of acceptance, together with the duplicate original of the statement of election to accept articles 20 to 29 of this title affixed thereto by the secretary of state, shall be returned to the corporation or its representative.

CRS §7‑21‑114. Effect of certificate of acceptance.

(1) Upon the issuance of a certificate of acceptance, the election of the corporation to accept articles 20 to 29 of this title shall become effective, and such corporation shall have the same powers and privileges and be subject to the same duties, restrictions, penalties, and liabilities as though such corporation had been originally organized under said articles and shall also be subject to any duties or obligations expressly imposed upon the corporation by a special charter, subject to the following:

(a) Repealed.

(b) If no period of duration is expressly fixed in the articles of incorporation of such corporation, its period of duration shall be deemed to be perpetual.

(c) No amendment to the articles of incorporation adopted after such election to accept articles 20 to 29 of this title shall release or terminate any duty or obligation expressly imposed upon any such corporation under and by virtue of a special charter or enlarge any right, power, or privilege granted to any such corporation under a special charter, except to the extent that such right, power, or privilege might have been included in the articles of incorporation of a corporation organized under said articles.

(d) In the case of any corporation with issued shares of stock, the holders of such issued shares who surrender them to the corporation to be cancelled upon the acceptance of said articles by the corporation becoming effective shall become members of the corporation with one vote for each share of stock so surrendered until such time as the corporation by proper corporate action relative to the election, qualification, terms, and voting power of members shall otherwise prescribe.

CRS §7‑21‑115. Certificate of correction.

Whenever any articles of incorporation, amendment, merger, consolidation, exchange, or dissolution or any other document required to be filed with the secretary of state with respect to any nonprofit corporation organized under articles 20 to 29 or articles 40, 50, and 51 of this title has been so filed and is an inaccurate record of the corporate action referred to therein or was defectively or erroneously executed, sealed, or acknowledged, such document may be corrected by filing with the secretary of state a certificate of correction of such document, which shall be executed, acknowledged, and filed as the original document was filed. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth the portion of the document in corrected form. The corrected document shall be effective as of the effective date of the original document, except as to those persons who are substantially and adversely affected by the correction; and, as to those persons, the corrected document shall be effective from the filing date of the corrected document.

CRS §7‑21‑116. Repeal of article. This article is repealed, effective July 1, 1998.

ARTICLE 22 - Corporate Powers and Limitations

CRS §7‑22‑101. General powers.

(1) Each corporation has the power:

(a) To have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation;

(b) To sue and be sued, complain, and defend in its corporate name;

(c) To have a corporate seal which may be altered at pleasure and to use the same by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced;

(d) To purchase, take, receive, lease, take by gift, devise, or bequest or otherwise acquire, own, hold, improve, use, and otherwise deal in and with real or personal property or any interest therein, wherever situated;

(e) To sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of all or any part of its property and assets;

(f) To lend money to its employees other than its officers and directors and otherwise assist its employees, officers, and directors;

(g) To purchase, take, receive, subscribe for, or otherwise acquire, to own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and to otherwise use and deal in and with shares or other interests in or obligations of other domestic or foreign corporations, whether for profit or not for profit, associations, partnerships, or individuals or direct or indirect obligations of the United States or of any other government, state, territory, governmental district, or municipality or of any instrumentality thereof;

(h) To make contracts and guarantees and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its property, franchises, and income;

(i) To lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested;

(j) To conduct its affairs, carry on its operations, and have offices and exercise the powers granted by articles 20 to 29 of this title in any state, territory, district, or possession of the United States or in any foreign country;

(k) To elect or appoint officers and agents of the corporation who may be directors or members and define their duties and fix their compensation;

(l) To make and alter bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for the administration and regulation of the affairs of the corporation;

(m) Unless otherwise provided in the articles of incorporation, to make donations for the public welfare or for charitable, scientific, or educational purposes, and, in time of war, to make donations in aid of war activities;

(n) Repealed.

(o) To pay any pensions and establish pension plans or pension trusts for any or all of its directors, officers, and employees;

(p) To cease its corporate activities and surrender its corporate franchise;

(q) To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized;

(r) If so provided in the articles of incorporation, to eliminate or limit the personal liability of a director to the nonprofit corporation or to its members for monetary damages for breach of fiduciary duty as a director; except that such provision shall not eliminate or limit the liability of a director to the nonprofit corporation or to its shareholders for monetary damages for: Any breach of the director's duty of loyalty to the nonprofit corporation or its members; acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; acts specified in section 7‑24‑111; or any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director to the nonprofit corporation or to its shareholders for monetary damages for any act or omission occurring prior to the date when such provision becomes effective.

CRS §7‑22‑101.5. Indemnification and personal liability of directors, officers, employees, and agents.

The nonprofit corporation shall have the same powers, rights, and obligations and shall be subject to the same limitations as apply to corporations for profit as set forth in article 109 of this title. Nonprofit corporation directors, officers, employees, and agents shall have the same rights as directors, officers, employees, and agents, respectively, of corporations for profit as set forth in article 109 of this title. Nonprofit 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 7‑108‑402 (2) for directors and officers, respectively, of corporations for profit. Any reference in said sections to shareholders shall be construed to refer to voting members, if any, for the purposes of this section.

CRS §7‑22‑102. Defense of ultra vires.

(1) No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such an act or to make or receive such conveyance or transfer, but such lack of capacity or power may be asserted:

(a) In a proceeding by a member or a director against the corporation to enjoin the doing or continuation of unauthorized acts or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being or are to be performed pursuant to any contract to which the corporation is a party, the court may set aside and enjoin the performance of the contract if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable and in so doing it may allow to the corporation or the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of the contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained.

(b) In a proceeding by the corporation, whether acting directly or through a receiver, trustee, or other legal representative or through members in a representative suit against the officers or directors of the corporation for exceeding their authority;

(c) In a proceeding by the attorney general, as provided in articles 20 to 29 of this title, to dissolve the corporation, in a proceeding by the attorney general to enjoin the corporation from performing unauthorized acts, or in any other proceeding by the attorney general.

CRS §7‑22‑103. Corporate name.

(1) The corporate name of a nonprofit corporation:

(a) Shall not contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation;

(b) Shall not be the same as, or deceptively similar to, the name of any domestic corporation or any domestic nonprofit corporation or any limited partnership which has a certificate of limited partnership filed with the secretary of state pursuant to section 7‑62‑201 or a limited liability company which has articles of organization filed with the secretary of state pursuant to section 7‑80‑205 or any foreign corporation or foreign nonprofit corporation or foreign limited partnership or foreign limited liability company authorized to transact business or conduct affairs in this state, or a name the exclusive right to which is at the time reserved in the office of the secretary of state under the laws of this state, or the name of a foreign corporation or foreign nonprofit corporation or foreign limited liability company which has in effect a registration of its corporate name as provided in section 7‑22‑108 or 7‑115‑107 or its company name as provided in section 7‑80‑903, respectively, or any trade or assumed name which is registered with the secretary of state under section 7‑71‑101 or for which application for registration under said section is pending, or any trademark registered with the secretary of state by another person pursuant to section 7‑70‑102; except that this provision shall not apply if the applicant files with the secretary of state either:

(I) The written consent of such other corporation or nonprofit corporation or limited partnership or limited liability company or holder of a reserved or registered name to use the same or deceptively similar name if one or more words are added, altered, or deleted to make such name distinguishable from such other name; or

(II) A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of such name in this state.

(2) A nonprofit corporation which is merged with another domestic or foreign nonprofit corporation, which is formed by the reorganization or consolidation of one or more domestic or foreign nonprofit corporations, or which acquires, upon a sale, lease, or other disposition to a domestic nonprofit corporation, all or substantially all the assets of another domestic or foreign nonprofit corporation, including its name, may have a deceptively similar name if one or more words are added, altered, or deleted to make such name distinguishable from such other name as that used in this state by any of such nonprofit corporations if such other nonprofit corporation was organized under the laws of, or is authorized to transact business or conduct affairs in, this state.

CRS §7‑22‑104. Registered office and registered agent.

(1) Each nonprofit corporation shall appoint and continuously maintain in this state:

(a) A registered office which may be but need not be the same as its principal office;

(b) A registered agent, which agent may be an individual resident in this state, whose business office is identical with such registered office, a domestic corporation, whether or not for profit, or a foreign corporation, whether or not for profit, authorized to transact business or conduct affairs in this state, which domestic or foreign corporation has a business or principal office identical with the registered office.

CRS §7‑22‑105. Change of registered office or registered agent.

(1) A nonprofit corporation may change its registered office, its registered agent, or both, upon delivering to the office of the secretary of state for filing a statement setting forth:

(a) The name of the nonprofit corporation;

(b) The street address of its registered office if unchanged or, if it is to be changed, the street address to which it is to be changed;

(d) That the street address of its registered office and the street address of the business or principal office of its registered agent, as changed, will be identical.

(2) This statement shall be executed by the nonprofit corporation by its president or a vice‑president and delivered to the secretary of state. If the secretary of state finds that the statement conforms to the provisions of articles 20 to 29 of this title, he shall file the statement in his office, and upon such filing, the change of address of the registered office, the appointment of a new registered agent, or both, as the case may be, shall become effective.

(3) Any registered agent of a nonprofit corporation may resign as such agent by delivering an original and two exact or conformed copies of a written notice to the secretary of state for filing. The notice may include a statement that the registered office is being discontinued. The secretary of state shall mail one copy of the filed notice to the registered office, if not discontinued, and the remaining copy to the principal office of the nonprofit corporation if such principal office is on file with the secretary of state. The appointment of such agent shall terminate upon the expiration of thirty days after receipt of such notice by the secretary of state. Upon the expiration of thirty days after the mailing by the secretary of state of such notice, such nonprofit corporations that have not filed a change of registered office or registered agent statement replacing the registered agent who resigned shall be deemed suspended and inoperative and subject to the provisions of sections 7‑26‑111 and 7‑28‑102. In addition to other obligations under articles 20 to 29 of this title, reinstatement because of action under this section shall include the new registered office and registered agent statement filing.

(4) If a registered agent changes his business address or principal office, he may change such address and the address of the registered office of each nonprofit corporation of which he is a registered agent by executing and delivering to the secretary of state for filing a statement with respect to each nonprofit corporation as required by this section but it need be signed only by the registered agent either manually or by facsimile. It shall recite that a copy of the statement has been mailed to the nonprofit corporation. The provisions of this subsection (4) shall in no way affect the right of a nonprofit corporation to file a statement of change of registered office or registered agent as provided in subsection (1) of this section.

CRS §7‑22‑106. Service of process on nonprofit corporation.

(1) A nonprofit corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the nonprofit corporation.

(2) If a nonprofit corporation has no registered agent, or the registered agent cannot with reasonable diligence be served, the nonprofit corporation may be served by registered or certified mail, return receipt requested, addressed to the nonprofit corporation at its principal office. Service is perfected under this subsection (2) at the earliest of the following:

(a) The date the nonprofit corporation receives the process, notice, or demand;

(b) The date shown on the return receipt, if signed on behalf of the nonprofit corporation; or

(3) This section does not prescribe the only means, or necessarily the required means, of serving a nonprofit corporation.

CRS §7‑22‑107. Reserved name.

(1) Any person may apply to the secretary of state to reserve the exclusive use of a corporate name, including a fictitious name for a foreign nonprofit corporation whose corporate name is not available.

(2) If the secretary of state finds that the name is available for corporate use, he shall reserve the same for the exclusive use of the applicant for a period of one hundred twenty days.

(3) The right to the exclusive use of a specified corporate name so reserved may be transferred to any other person by filing in the office of the secretary of state a notice of the transfer, executed by the applicant for whom the name was reserved, and specifying the name and address of the transferee.

(4) The secretary of state shall not reserve the same name for more than one hundred twenty days; except that such reservation may be renewed for additional periods not to exceed one hundred twenty days from the date of such renewals.

(5) A nonprofit corporation which has filed articles of incorporation, amendment, merger, or consolidation with a delayed effective date shall be deemed to have reserved the name which shall be used on said later date.

CRS §7‑22‑108. Registered name ‑ limitation ‑ procedure.

(1) Any foreign nonprofit corporation organized and existing under laws other than the laws of this state may register its corporate name under articles 20 to 29 of this title if its corporate name would be available to a domestic nonprofit corporation pursuant to section 7‑22‑103.

(2) Such registration shall be made by: Filing with the secretary of state an application for registration executed by the foreign nonprofit corporation by an officer thereof setting forth the name of the foreign nonprofit corporation, the jurisdiction under the laws of which it is incorporated, the date of its incorporation, a statement that it is conducting affairs, and a brief statement of the affairs in which it is engaged; and a certificate setting forth that the nonprofit corporation is in good standing under the laws of the state or territory wherein it is organized, executed by the secretary of state of that jurisdiction or by such other official as may have custody of the records pertaining to corporations; and paying to the secretary of state a registration fee which shall be determined and collected pursuant to section 24‑21‑104 (3), C.R.S., for each month, or fraction thereof, between the date of filing the application and December 31 of the calendar year in which such application is filed.

(3) This registration is effective until the close of the calendar year in which the application for registration is filed.

CRS §7‑22‑109. Renewal, assignment, and termination of registered name.

(1) A foreign nonprofit corporation which has in effect a registration of its corporate name may renew the registration by delivering to the secretary of state for filing an application for renewal setting forth the facts required to be set forth in an original application for registration and a certificate of good standing as required for the original registration and by paying the appropriate filing fee. A renewal application may be filed between October 1 and December 31 in each year and shall extend the registration for the following calendar year.

(2) A foreign nonprofit corporation which has in effect a registration of its corporate name may assign such registration if the assignee files an application for registration concurrently with the filing of the assignment.

(3) A foreign nonprofit corporation may terminate the registration of its corporate name at any time by filing with the secretary of state a notice of termination executed on behalf of said nonprofit corporation by an officer thereof.

CRS §7‑22‑110. Repeal of article. This article is repealed, effective July 1, 1998.

ARTICLE 23 - Members

CRS §7‑23‑101. Members.

(1) A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of such class, the manner of election or appointment, and the qualifications and rights of the members of each class shall be set forth in the articles of incorporation or the bylaws. If the corporation has no members, that fact shall be set forth in the articles of incorporation or the bylaws. A corporation may issue certificates evidencing membership therein.

(2) The directors, officers, employees, and members of the corporation shall not, as such, be liable on its obligations.

CRS §7‑23‑102. Bylaws.

The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain any provisions for the regulation or management of the affairs of a corporation not inconsistent with the law or the articles of incorporation.

CRS §7‑23‑103. Bylaws and other powers in emergency.

(1) The board of directors of any corporation may adopt emergency bylaws which, notwithstanding any different provision elsewhere in articles 20 to 29 of this title or in the articles of incorporation or bylaws, shall be operative during any emergency in the conduct of the affairs of the corporation resulting from an attack on the United States or any nuclear or atomic disaster. The emergency bylaws may make any provision that may be practical and necessary for the circumstances of the emergency, including provisions that:

(a) A meeting of the board of directors may be called by any officer or director in such manner and under such conditions as are prescribed in the emergency bylaws;

(b) The director or directors in attendance at the meeting or any greater number fixed by the emergency bylaws shall constitute a quorum; and

(c) The officers or other persons designated on a list approved by the board of directors before the emergency, all in such order of priority and subject to such conditions and for such period of time, not longer than reasonably necessary after the termination of the emergency, as provided in the emergency bylaws or in the resolution approving the list, shall, to the extent required to provide a quorum at any meeting of the board of directors, be deemed directors for that meeting.

(2) The board of directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that any or all officers or agents of the corporation are for any reason rendered incapable of discharging their duties.

(3) The board of directors, either before or during any such emergency, may, effective in the emergency, change the principal office, designate several alternative principal offices or regional offices, or authorize the officers to do so.

(4) To the extent not inconsistent with any emergency bylaws so adopted, the bylaws of the corporation shall remain in effect during any such emergency, and, upon its termination, the emergency bylaws shall cease to be operative.

(5) Unless otherwise provided in emergency bylaws, notice of any meeting of the board of directors during any such emergency may be given only to such directors as it may be feasible to reach at the time and by such means as may be feasible at the time, including publication or radio.

(6) To the extent required to constitute a quorum at any meeting of the board of directors during any such emergency, the officers of the corporation who are present, unless otherwise provided in emergency bylaws, shall be deemed, in order of rank and within the same rank in order of seniority, directors for that meeting.

(7) No officer, director, or employee acting in accordance with any emergency bylaws shall be liable except for willful misconduct. No officer, director, or employee shall be liable for any action taken by him in good faith in any emergency in furtherance of the ordinary affairs of the corporation even though not authorized by the bylaws then in effect.

CRS §7‑23‑104. Meetings of members.

(1) Meetings of members may be held at such place, either within or without this state, as may be provided in the bylaws. In the absence of any such provision, all meetings shall be held at the registered office of the corporation in this state.

(2) An annual meeting of the members shall be held at such time as provided in the bylaws. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation.

(3) Special meetings of the members may be called by the president or by the board of directors. Special meetings of the members may also be called by such other officers, persons, or number or proportion of members as may be provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the number or proportion of members entitled to call a meeting, a special meeting of members may be called by members having one‑twentieth of the votes entitled to be cast at such meetings.

CRS §7‑23‑105. Notice of members' meetings.

Unless otherwise provided in the articles of incorporation or the bylaws, written notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose for which the meeting is called shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officers or persons calling the meeting, to each member entitled to vote at that meeting. If mailed, such notice shall be deemed delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.

CRS §7‑23‑106. Voting.

(1) The right of the members or any class of members to vote may be limited, enlarged, or denied to the extent specified in the articles of incorporation. Unless so limited, enlarged, or denied, each member, regardless of class, is entitled to one vote on each matter submitted to a vote of members.

(2) A member entitled to vote may vote in person or, unless the articles of incorporation otherwise provide, may vote by proxy executed in writing by the member or his duly authorized attorney in fact. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy. The bylaws may provide for voting by mail by members for election of directors, which shall require in such case at least a majority of the votes which members are entitled to cast in the election. The bylaws may provide for voting by mail by members for an amendment to the articles of incorporation or a proposed plan or merger, consolidation, or dissolution, which shall require in such case the affirmative vote of at least two‑thirds of the votes which members are entitled to cast on that question.

(3) The articles of incorporation or the bylaws may provide that in all elections for directors cumulative voting is required. At each election for directors, every member entitled to vote at such election shall have the right to vote, in the manner provided in this section, the number of votes which he has a right to cast for as many persons as there are directors to be elected and for whose election he has a right to vote, or, if the privilege of cumulative voting in the election of directors is in effect, to cumulate his votes by giving one candidate as many votes as the number of directors multiplied by the number of votes which he has a right to cast equals, or by distributing those votes on the same principle among any number of candidates. If a nonprofit corporation has no members or its members have no right to vote, the directors shall have the sole voting power.

CRS §7‑23‑107. Quorum.

The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy or the number or percentage of votes represented in person or by proxy which constitutes a quorum at a meeting of members. In the absence of any such provision, members holding one‑tenth of the votes entitled to be cast on the matter to be voted upon or represented in person or by proxy shall constitute a quorum. A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by articles 20 to 29 of this title, the articles of incorporation, or the bylaws.

CRS §7‑23‑108. Greater voting requirements.

When, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation or bylaws require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by articles 20 to 29 of this title, the provisions of the articles of incorporation or bylaws shall control.

CRS §7‑23‑109. Waiver of notice.

When any notice is required to be given to any member or director of a corporation under the provisions of articles 20 to 29 of this title or under the provisions of the articles of incorporation or bylaws of the corporation, a waiver thereof in writing signed by the person entitled to that notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

CRS §7‑23‑110. Action by members or directors without a meeting.

(1) Any action required by articles 20 to 29 of this title to be taken at a meeting of the members or directors of a corporation or any action which may be taken at a meeting of the members or directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the members or of the directors entitled to vote with respect to the subject matter thereof, as the case may be.

(2) This consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles or document filed with the secretary of state under said articles.

CRS §7‑23‑111. Repeal of article. This article is repealed, effective July 1, 1998.

ARTICLE 24 - Directors ‑ Officers ‑ Records

CRS §7‑24‑101. Number and election of directors.

(1) The affairs of a nonprofit corporation shall be managed by a board of directors as may be provided for in the articles of incorporation. Directors shall be natural persons but need not be residents of this state or members of the nonprofit corporation unless the articles of incorporation or the bylaws so require. The articles of incorporation or the bylaws may prescribe other qualifications for directors.

(2) The number of directors of a corporation shall not be less than one. Subject to this limitation, the number of directors shall be fixed by the bylaws, except as to the number of the first board of directors, which number shall be fixed by the articles of incorporation. The number of directors may be increased or decreased from time to time by amendment to the bylaws, unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment to the articles of incorporation. No decrease in number shall have the effect of shortening the term of any incumbent director. In the absence of a bylaw fixing the number of directors, the number shall be the same as that stated in the articles of incorporation.

(3) The directors constituting the first board of directors shall be named in the articles of incorporation and shall hold office until the first annual election of directors or for such other period as may be specified in the articles of incorporation or the bylaws. Thereafter, directors shall be elected or appointed in the manner and for the terms provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the term of office, the term of office of a director shall be one year.

(4) Directors may be divided into classes and the terms of office of the several classes need not be uniform. Each director shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified.

CRS §7‑24‑102. Removal of directors.

(1) When the notice indicates the purpose, directors may be removed at any meeting of members, in the manner provided in this section. The entire board of directors or any lesser number may be removed, with or without cause, by a vote of a majority of the members present in person or by proxy then entitled to vote at an election of directors; but where the articles of incorporation classify directors, the directors whose terms expire at the next annual meeting of members may be removed by a vote of a majority of the members present in person or by proxy, and directors whose terms do not expire at the next annual meeting of members may be removed only by a vote of at least two‑thirds of the members present in person or by proxy. When a corporation has cumulative voting, if less than the entire board is to be removed, no one of the directors may be removed if the votes of a sufficient number of members are cast against his removal, which, if then cumulatively voted at an election of the entire board of directors, or, if there are classes of directors, at an election of the class of directors of which he is a part, would be sufficient to elect him.

(2) If the members of any class are entitled to elect one or more directors by the provisions of the articles of incorporation, the provisions of this section shall apply, in respect to the removal of a director or directors so elected, to the vote of the members of that class and not to the vote of the members as a whole.

CRS §7‑24‑103. Vacancies.

(1) Any vacancy occurring on the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the board of directors, unless the articles of incorporation or the bylaws provided that a vacancy or directorship so created be filled in some other manner, in which case such provision shall control.

(2) A director elected or appointed, as the case may be, to fill a vacancy shall be elected or appointed for the unexpired term of his predecessor in office.

(3) Any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors for a term of office continuing only until the next election of directors.

CRS §7‑24‑104. Quorum of directors.

A majority of the number of directors fixed by the bylaws or, in the absence of a bylaw fixing the number of directors, of the number stated in the articles of incorporation shall constitute a quorum for the transaction of business, unless otherwise provided in the articles of incorporation or by the bylaws; but in no event shall a quorum consist of less than one‑third of the number of directors so fixed or stated. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by articles 20 to 29 of this title, the articles of incorporation, or the bylaws.

CRS §7‑24‑105. Committees.

If the articles of incorporation or the bylaws so provide, the board of directors by resolution adopted by a majority of the directors in office may designate and appoint one or more committees each of which shall consist of two or more directors, which committees, to the extent provided in the resolution, in the articles of incorporation, or in the bylaws of the corporation, shall have all the authority of the board of directors, except that no such committee shall have the authority of the board of directors in reference to amending, altering, or repealing the bylaws; electing, appointing, or removing any member of any such committee or any officer or director of the corporation; amending the articles of incorporation; restating the articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the corporation; or amending, altering, or repealing any resolution of the board of directors which by its terms provides that it shall not be amended, altered, or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the board of directors or any individual director of any responsibility imposed upon him by law.

CRS §7‑24‑106. Place and notice of directors' meetings.

Meetings of the board of directors, regular or special, may be held either within or without this state and, upon such notice as the bylaws prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of the meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the board of directors need be specified in the notice or waiver of such meeting.

CRS §7‑24‑107. Officers.

(1) The officers of a nonprofit corporation shall consist of a president, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed at such time, in such manner, and for such terms, not exceeding three years, as may be prescribed in the articles of incorporation or the bylaws. In the absence of any such provision, all officers shall be elected or appointed annually by the board of directors. If the bylaws so provide, any two or more offices may be held by the same person, except the offices of president and secretary.

(2) The articles of incorporation or the bylaws may provide that any one or more of the officers of the corporation shall be ex‑officio members of the board of directors.

(3) The officers of a corporation may be designated by such additional titles as may be provided in the articles of incorporation or the bylaws.

CRS §7‑24‑108. Removal of officers.

Any officer elected or appointed may be removed by the persons authorized to elect or appoint such officer when in their judgment the best interests of the corporation will be served thereby. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

CRS §7‑24‑109. Books and records.

Each corporation shall keep correct and complete books and records of account; shall keep minutes of the proceedings of its members, board of directors, and committees having any of the authority of the board of directors; and shall keep, at its registered office or principal office in this state, a record of the names and addresses of its members entitled to vote. All books and records of a corporation may be inspected by any member or his agent or attorney for any proper purpose at any reasonable time.

CRS §7‑24‑110. Shares of stock and dividend prohibited.

Except for corporations organized for the acquisition and distribution of water to their stockholders, a corporation shall not have or issue shares of stock. No dividend shall be paid and no part of the income or profit of a corporation shall be distributed to its members, directors, or officers. A corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered, may confer benefits upon its members in conformity with its purposes, and, upon dissolution or final liquidation, may make distributions to its members as permitted by articles 20 to 29 of this title, and no such payment, benefit, or distribution shall be deemed to be a dividend or a distribution of income or profit.

CRS §7‑24‑111. Loans to directors and officers prohibited.

No loans shall be made by a corporation to its directors or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the corporation for the amount of such loan until the repayment thereof.

CRS §7‑24‑112. Penalties imposed upon directors and officers.

Each director and officer of a corporation, domestic or foreign, who fails or refuses within the time prescribed by articles 20 to 29 of this title to answer truthfully and fully interrogatories propounded to him by the secretary of state in accordance with the provisions of said articles or who signs any article, statement, report, application, or other document filed with the secretary of state which is known to such officer or director to be false in any material aspect is guilty of a misdemeanor and, upon conviction thereof, shall be punished by a fine of not more than five hundred dollars.

CRS §7‑24‑113. Repeal of article. This article is repealed, effective July 1, 1998.

ARTICLE 25 - Merger or Consolidation

CRS §7‑25‑101. Procedure for merger.

(1) Any two or more domestic corporations may merge into one of such corporations pursuant to a plan of merger approved in the manner provided in articles 20 to 29 of this title. Each corporation shall adopt a plan of merger setting forth:

(a) The names of the corporations proposing to merge and the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation;

(b) The terms and conditions of the proposed merger;

(c) A statement of any changes in the articles of incorporation of the surviving corporation to be effected by the merger; and

(d) Such other provisions with respect to the proposed merger as are deemed necessary or desirable.

CRS §7‑25‑102. Procedure for consolidation.

(1) Any two or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in articles 20 to 29 of this title. Each corporation shall adopt a plan of consolidation setting forth:

(a) The names of the corporations proposing to consolidate and the name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation;

(b) The terms and conditions of the proposed consolidation;

(c) With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under said articles; and

(d) Such other provisions with respect to the proposed consolidation as are deemed necessary or desirable.

CRS §7‑25‑103. Approval of merger or consolidation.

(1) A plan of merger or consolidation shall be adopted in the following manner:

(a) If the members of any merging or consolidating corporation are entitled to vote thereon, the board of directors of such corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. The question shall also be submitted whenever one‑twentieth of the members entitled to vote thereon shall request. Written notice setting forth the proposed plan or a summary thereof shall be given to each member entitled to vote at such meeting within the time and in the manner provided in articles 20 to 29 of this title for the giving of notice of meetings of members. The proposed plan shall be adopted upon receiving at least two‑thirds of the votes which members present at each such meeting or represented by proxy are entitled to cast.

(b) If any merging or consolidating corporation has no members or no members entitled to vote thereon, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of the corporation upon receiving the vote of a majority of the directors in office.

(2) After an approval and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.

CRS §7‑25‑104. Articles of merger or consolidation.

(1) Upon an approval, articles of merger or articles of consolidation shall be executed and acknowledged in duplicate by each corporation by its president or a vice‑president and by its secretary or assistant secretary and shall set forth:

(a) The plan of merger or the plan of consolidation;

(b) If the members of any merging or consolidating corporation are entitled to vote thereon, then, as to each corporation, either a statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at such meeting, and that the plan received at least two‑thirds of the votes which members present or represented by proxy were entitled to cast or a statement that the amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto;

(c) If any merging or consolidating corporation has no members or no members entitled to vote thereon, as to each such corporation, a statement of such fact, the date of the meeting of the board of directors at which the plan was adopted, and a statement of the fact that the plan received the vote of a majority of the directors in office.

(2) Duplicate originals of such articles of merger or articles of consolidation shall be delivered to the secretary of state. If the secretary of state finds that these articles conform to law, he shall, when all fees have been paid as in articles 20 to 29 of this title prescribed:

(a) Endorse on each of the duplicate originals the word "Filed" and the month, day, and year of the filing thereof;

(b) File one of the duplicate originals in his office; and

(c) Issue a certificate of merger or a certificate of consolidation to which he shall affix the other duplicate original.

(3) The certificate of merger or of consolidation, together with the duplicate original of the articles of merger or the articles of consolidation affixed thereto by the secretary of state, shall be returned to the surviving or new corporation, as the case may be, or its representative.

CRS §7‑25‑105. Effect of merger or consolidation.

(1) Upon the issuance of the certificate of merger or the certificate of consolidation by the secretary of state, the merger or consolidation shall be effected.

(2) When a merger or consolidation has been effected:

(a) The several corporations which are parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation.

(b) The separate existence of all corporations which are parties to the plan of merger or consolidation, except the surviving or new corporation, shall cease.

(c) A surviving or new corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of a corporation organized under articles 20 to 29 of this title.

(d) A surviving or new corporation shall then possess all the rights, privileges, immunities, and franchises, of a public as well as a private nature, of each of the merging or consolidating corporations; and all property, real, personal, and mixed, all debts due on whatever account, all other choses in action, and all other interests, of or belonging to or due to each of the corporations so merged or consolidated, shall be deemed transferred to and vested in the single corporation without further act or deed; and the title to any real estate or any interest therein vested in any of the corporations shall not revert or be in any way impaired by reason of the merger or consolidation.

(e) A surviving or new corporation shall be responsible and liable for all the liabilities and obligations of the corporations so merged or consolidated; and any claim existing or action or proceeding pending by or against any of such corporations may be prosecuted as if the merger or consolidation had not taken place, or such surviving or new corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any such corporation shall be impaired by the merger or consolidation.

(f) In the case of a merger, the articles of incorporation of the surviving corporation shall be deemed amended to the extent, if any, that changes in its articles of incorporation are stated in the plan of merger; and, in the case of a consolidation, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the articles of incorporation of corporations organized under articles 20 to 29 of this title shall be deemed the articles of incorporation of the new corporation.

CRS §7‑25‑106. Merger or consolidation of domestic and foreign corporations.

(1) One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner, if such merger or consolidation is permitted by the laws of the state under which each such foreign corporation is organized:

(a) Each domestic corporation shall comply with the provisions of articles 20 to 29 of this title with respect to the merger or consolidation, as the case may be, of domestic corporations, and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized.

(b) If the surviving or new corporation is to be governed by the laws of any state other than this state, it shall comply with the provisions of said articles with respect to foreign corporations if it is to conduct affairs in this state, and, if it is not to conduct affairs in this state, it shall file with the secretary of state of this state not only an agreement that it may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to the merger or consolidation but also an irrevocable appointment of the secretary of state of this state as its agent to accept service of process in any proceeding.

(2) The effect of this merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations, if the surviving or new corporation is to be governed by the laws of this state. If the surviving or new corporation is to be governed by the laws of any state other than this state, the effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations except insofar as the laws of the other state provide otherwise.

(3) After approval by the members or, if there are no members entitled to vote thereon, by the board of directors, and, at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.

CRS §7‑25‑107. Sale, lease, exchange, or mortgage of assets.

(1) A sale, lease, exchange, mortgage, pledge, or other disposition of the property and assets of a nonprofit corporation may be made by the board of directors upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares of any corporation for profit, domestic or foreign, as may be authorized by said board; but if the directors desire to sell, exchange, lease, or otherwise dispose of all or substantially all the property and assets of the nonprofit corporation, they may do so only in the following manner:

(a) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending the sale, lease, exchange, or other disposition and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. The question shall also be submitted whenever one‑twentieth of the members entitled to vote thereon shall so request. Written notice stating that the purpose or one of the purposes of the meeting is to consider the sale, lease, exchange, or other disposition of all or substantially all the property and assets of the corporation shall be given to each member entitled to vote at such meeting, within the time and in the manner provided by articles 20 to 29 of this title for the giving of notice of meetings of members. At the meeting, the members may authorize such sale, lease, exchange, or other disposition and may fix or may authorize the board of directors to fix any of the terms and conditions thereof and the consideration to be received by the corporation therefor, if any. Unless the articles of incorporation of the corporation require a larger number of votes for approval, this authorization shall require at least two‑thirds of the votes which members present at the meeting or represented by proxy are entitled to cast. After such authorization by a vote of members, the board of directors, nevertheless, in its discretion, may abandon such sale, lease, exchange, or other disposition of the assets, subject to the rights of third parties under any contracts relating thereto, without further action or approval by members.

(b) If there are no members or no members entitled to vote thereon, a sale, lease, exchange, or other disposition of all or substantially all the property and assets of a corporation shall be authorized upon receiving the vote of a majority of the directors in office.

CRS §7‑25‑108. Repeal of article. This article is repealed, effective July 1, 1998.

ARTICLE 26 - Dissolution ‑ Voluntary and Involuntary

CRS §7‑26‑101. Voluntary dissolution by incorporators.

(1) A nonprofit corporation which has not commenced activities may be voluntarily dissolved by its incorporators at any time after the date of issuance of a certificate of incorporation in the following manner:

(a) Articles of dissolution shall be executed in duplicate by a majority of the incorporators and shall set forth: The name of the nonprofit corporation; the date of issuance of its certificate of incorporation; that the nonprofit corporation has not commenced activities; that the amount, if any, of contributions to the nonprofit corporation, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto; that no debts of the nonprofit corporation remain unpaid; and that a majority of the incorporators elect that the nonprofit corporation be dissolved.

(b) Duplicate originals of the articles of dissolution shall be delivered to the secretary of state. If the secretary of state finds that the articles of dissolution conform to the law, he shall, when all fees and franchise taxes have been paid as provided in articles 20 to 29 of this title, endorse on each of such duplicate originals the word "Filed" and the month, day, and year of the filing thereof; file one such duplicate original in his office; and issue a certificate of dissolution to which he shall affix the other duplicate original.

(c) The certificate of dissolution, together with a duplicate original of the articles of dissolution affixed thereto by the secretary of state, shall be returned to the incorporators or their representative. Upon the issuance of such certificate of dissolution by the secretary of state, the existence of the corporation shall cease.

CRS §7‑26‑102. Voluntary dissolution by consent of the members or directors of a nonprofit corporation.

(1) A nonprofit corporation may dissolve and wind up its affairs in the following manner:

(a) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the nonprofit corporation be dissolved and directing that the question of such dissolution be submitted to a vote at a meeting of the members entitled to vote thereon, which may be either an annual or special meeting. The question shall also be submitted whenever one‑twentieth of the members entitled to vote thereon shall so request. Such question may also be submitted to the members for a mail vote if the bylaws of the nonprofit corporation so provide. Written notice, stating that the purpose or one of the purposes of such meeting or mail vote is to consider the advisability of dissolving the nonprofit corporation, shall be given to each member entitled to vote on such question within the time and in the manner provided in articles 20 to 29 of this title for the giving of notice of meetings to members. A resolution to dissolve the nonprofit corporation shall be adopted upon receiving at least two‑thirds of the votes which members present at the meeting, or represented by proxy, are entitled to cast, or, in the event of a mail vote, said resolution shall be adopted upon receiving at least two‑thirds of the votes which are entitled to be cast on the question.

(b) If there are no members, or no members entitled to vote thereon, the dissolution of the nonprofit corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by a vote of the majority of the directors in office.

(2) Upon the adoption of such resolution, a statement of intent to dissolve shall be executed in duplicate by the nonprofit corporation, by its president or a vice‑president and by its secretary or an assistant secretary, which statement shall set forth: The name of the nonprofit corporation; the names and respective addresses of its officers; the names and respective addresses of its directors; a statement that a resolution was adopted by the members authorizing the dissolution of the nonprofit corporation or, if there are no members or no members entitled to vote thereon, a statement that a resolution was adopted by the directors of the nonprofit corporation authorizing the dissolution of the nonprofit corporation; the number of members entitled to vote and, if the members of any class are entitled to vote as a class, the designation and number of members of each such class; the number of members voting for or against the resolution, respectively, and, if the members of any class are entitled to vote as a class, the number of each class voting for and against the resolution, respectively. If the nonprofit corporation does not have members entitled to vote, the statement shall set forth such fact and indicate that a majority of the directors of the nonprofit corporation have voted for the adoption of the resolution to dissolve the nonprofit corporation. Upon the adoption of such resolution by the members or by the board of directors if there are no members entitled to vote thereon, the nonprofit corporation shall cease to conduct its affairs except insofar as may be necessary for the winding up thereof.

CRS §7‑26‑103. Distribution of assets.

(1) The assets of a corporation in the process of dissolution shall be applied and distributed as follows:

(a) All liabilities and obligations of the corporation shall be paid and discharged, or adequate provisions shall be made therefor.

(b) Assets held by the corporation on condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirement.

(c) Assets received and held by the corporation, subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution shall be transferred or conveyed to one or more domestic or foreign corporations, societies, or organizations engaged in activities similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in section 7‑26‑104.

(d) Other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class of members, or provide for distribution to others.

(e) Any remaining assets may be distributed to such persons, societies, organizations, governmental entities, political subdivisions, or domestic or foreign corporations, whether for profit or nonprofit, as may be specified in a plan of distribution adopted as provided in section 7‑26‑104.

CRS §7‑26‑104. Plan of distribution of nonprofit corporation's assets.

(1) A plan providing for the distribution of assets, not inconsistent with the provisions of articles 20 to 29 of this title, may be adopted by a corporation in the process of dissolution and shall be adopted by the corporation for the purpose of authorizing any transfer or conveyance of assets for which this act requires the plan of distribution in the following manner:

(a) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Such plan may also be submitted to the members for a mail vote if the company's bylaws so provide. Written notice setting forth the proposed plan of distribution or a summary thereof shall be given to each member entitled to vote at the meeting or mail vote, within the time and in the manner provided in articles 20 to 29 of this title for the giving of notice of meetings to members. Such plan of distribution shall be adopted upon receiving at least two‑thirds of the votes which members present at the meeting or represented by proxy are entitled to cast, or, in the event of a mail vote, said plan shall be adopted upon receiving at least two‑thirds of the votes which are entitled to be cast.

(b) If there are no members, or no members entitled to vote thereon, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving a vote of the majority of the directors in office.

CRS §7‑26‑105. Filing of statement of intent to dissolve.

Duplicate originals of the statement of intent to dissolve, whether by consent of the members of the corporation or by vote of the board of directors, shall be delivered to the secretary of state. If the secretary of state finds that such statement conforms to law, he shall, when all fees and assessments have been paid as prescribed in articles 20 to 29 of this title: Endorse on each such duplicate original the word "Filed" and the month, day, and year of the filing thereof; file one such duplicate original in his office; and return the other duplicate original to the corporation or its representative.

CRS §7‑26‑106. Procedure after filing statement of intent to dissolve.

(1) After the filing by the secretary of state of a statement of intent to dissolve, the corporation shall immediately cause notice thereof to be mailed to each known creditor of the corporation.

(2) The corporation shall proceed to collect its assets, and to pay, satisfy, and discharge its liabilities and obligations and do all other acts required to liquidate its business and affairs, and, after paying or adequately providing for the payment of all of its obligations, shall distribute the remainder of its assets as provided in section 7‑26‑104.

(3) The corporation, at any time during the liquidation of its business and affairs, may make application to the district court of the county in which the registered office or the principal place of business of the corporation is situated and have the liquidation continued under the supervision of the court as provided in section 7‑26‑114.

CRS §7‑26‑107. Articles of dissolution.

(1) If voluntary dissolution proceedings have not been revoked, when all debts, liabilities, and obligations of the nonprofit corporation have been paid and discharged, or adequate provision has been made therefor, and all of the remaining property and assets of the nonprofit corporation have been distributed as provided in section 7‑26‑103, articles of dissolution shall be executed in duplicate by the nonprofit corporation by its president or a vice‑president and by its secretary or an assistant secretary, which statement shall set forth:

(a) The name of the corporation;

(b) That the secretary of state has heretofore filed a statement of intent to dissolve the corporation;

(c) That all debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor;

(d) That all the remaining property or assets of the corporation have been distributed in accordance with section 7‑26‑103;

(e) That there are no suits pending against the corporation in any court or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending suit and that there are no criminal proceedings pending against it; and

(f) All trade names owned or used by the nonprofit corporation pursuant to the provisions of article 71 of this title on file in the office of the secretary of state together with a statement that the same are to be cancelled.

CRS §7‑26‑108. Filing of articles of dissolution.

(1) Duplicate originals of the articles of dissolution shall be delivered to the secretary of state. If the secretary of state finds that such articles of dissolution conform to law, he shall, when all fees and franchise taxes have been paid as prescribed in articles 20 to 29 of this title, endorse on each such duplicate original the word "Filed" and the month, day, and year of the filing thereof; file one of such duplicate originals in his office; and issue a certificate of dissolution to which he shall affix the other duplicate original.

(2) A nonprofit corporation may file articles of dissolution by the date established pursuant to section 7‑28‑102 without filing a corporate report and without paying the fees due in the year of dissolution if such nonprofit corporation has paid all fees and assessments for the preceding years ending December 31.

(3) A certificate of dissolution, together with the duplicate original of the articles of dissolution affixed thereto by the secretary of state, shall be returned to the representative of the dissolved corporation. Upon the issuance of such certificate of dissolution, the existence of the corporation shall cease, except for the purpose of suits, other proceedings, and appropriate corporate action by members, directors, and officers as provided in articles 20 to 29 of this title.

CRS §7‑26‑109. Revocation of voluntary dissolution proceedings.

(1) A corporation may, at any time prior to the issuance of a certificate of dissolution by the secretary of state, revoke the action theretofore taken to dissolve the corporation, in the following manner:

(a) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceeding be revoked and directing that the question of such revocation be submitted to a vote at a meeting of the members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of revoking the voluntary dissolution proceedings shall be given to each member entitled to vote at the meeting within the time and in the manner provided in section 7‑23‑105 for the giving of notice of meetings of members. A resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least two‑thirds of the votes which members present at the meeting or represented by proxy are entitled to cast. If the bylaws so provide, the submission of the revocation of the dissolution may be submitted to the members for a mail vote rather than at a meeting, in which case the resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least two‑thirds of the votes which members are entitled to vote on such question.

(b) If there are no members, or members entitled to vote thereon, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.

(2) Upon the adoption of such resolution, a statement of revocation of voluntary dissolution proceedings shall be executed in duplicate by the nonprofit corporation, by its president or a vice‑president and by its secretary or assistant secretary, which statement shall set forth: The name of the nonprofit corporation; the names and respective addresses of its directors; the names and respective addresses of its officers; a statement that a resolution was adopted by the members, or by the board of directors where there are no members entitled to vote thereon, revoking the voluntary dissolution proceedings; the number of members entitled to vote and, if the members of any class are entitled to vote as a class, the designation and number of members of each such class; the number of members voting for and against the resolution, respectively, and, if the members of any class are entitled to vote as a class, the number of members of each class voting for and against the resolution, respectively. If the nonprofit corporation does not have members entitled to vote, the statement shall set forth that fact and indicate that a majority of the directors of the nonprofit corporation voted for the adoption of the resolution to revoke the dissolution proceedings.

(3) Upon the adoption of such resolution by the members, or by the board of directors where there are no members entitled to vote thereon, the corporation may again conduct its affairs.

CRS §7‑26‑110. Filing of statement of revocation of voluntary dissolution proceedings.

Duplicate originals of the statement of revocation of voluntary dissolution proceedings, whether by a vote of the members, or by the board of directors where there are no members or members entitled to vote thereon, shall be delivered to the secretary of state. If the secretary of state finds that such statement conforms to law, he shall, when all fees and assessments have been paid as prescribed in articles 20 to 29 of this title, endorse on each of such duplicate originals the word "Filed" and the month, day, and year of the filing thereof; file one of such duplicate originals in his office; and return the other duplicate original to the nonprofit corporation or its representative.

CRS §7‑26‑111. Involuntary dissolution.

(1) A corporation may be dissolved involuntarily by decree of the district court in an action filed by the attorney general when it is established that:

(a) The corporation procured its articles of incorporation through fraud; or

(b) The corporation has continued to exceed or abuse the authority conferred upon it by law; or

(c) The corporation has failed for thirty days after change of its registered office or registered agent to file in the office of the secretary of state a statement of such change; or

(d) The corporation has failed for thirty days to appoint and maintain a registered office or agent in this state.

(2) District courts shall have full power to liquidate the assets and affairs of a corporation:

(a) In an action by a member or director when it is made to appear:

(I) That the directors are deadlocked in the management of the corporate affairs and irreparable injury to the corporation is being suffered or is threatened by reason thereof and either that the members are unable to break the deadlock or there are no members having voting rights; or

(II) That the acts of the directors or those in control of the corporation are illegal, oppressive, or fraudulent; or

(III) That the members entitled to vote in the election of directors are deadlocked in voting power and have failed for at least two years to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or

(IV) That the corporate assets are being misapplied or wasted; or

(V) That the corporation is unable to carry out its purposes;

(b) In an action by a creditor: When the claim of the creditor has been reduced to judgment and execution thereon has been returned unsatisfied and it is established that the corporation is insolvent; when the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation is insolvent;

(c) Upon application by a corporation which has filed a statement of intent to dissolve as provided in section 7‑26‑105 to have its liquidation continued under the supervision of the court;

(d) When an action has been filed by the attorney general to dissolve a corporation and it is established that the liquidation of its business affairs should precede the entry of a decree of dissolution.

(3) Except as provided in section 7‑26‑113, proceedings under this section shall be brought in the district court of the county in which the registered office of the nonprofit corporation is situated.

(4) It shall not be necessary to make directors or members parties to any such action or proceedings unless relief is sought against them personally.

(5) On January 1, 1980, and on January 1 of each year thereafter, corporations which have been suspended for the preceding three‑year period under the provisions of sections 7‑22‑105 (3) and 7‑28‑102 (3) shall be dissolved by operation of law without the necessity of any other action under this section.

(6) Repealed.

CRS §7‑26‑112. Notification to attorney general.

(1) The secretary of state shall certify to the attorney general, from time to time, the names of all nonprofit corporations which have given cause for dissolution as provided in articles 20 to 29 of this title, other than that stated in section 7‑26‑111 (5), together with the facts pertinent thereto.

(2) When the secretary of state certifies the name of a corporation to the attorney general as having given any cause for dissolution, the secretary of state shall concurrently mail to the corporation at its registered office a notice that such certificate has been made. Not less than thirty days after the receipt of such certification, the attorney general shall file an action in the name of the state against the corporation for its dissolution.

(3) Every such certificate from the secretary of state to the attorney general pertaining to the failure of a corporation to file a corporate report shall be taken and received as prima facie evidence of the facts therein stated.

(4) If, before action is filed, the corporation appoints or maintains a registered agent as provided in section 7‑22‑104 or files with the secretary of state the required statement of change of registered office or registered agent, such act shall be forthwith certified by the secretary of state to the attorney general, and he shall not file an action against the corporation for that cause.

(5) If, after such action is filed, the nonprofit corporation appoints or maintains a registered agent as provided in section 7‑22‑104, or files with the secretary of state the required statement of registered office or registered agent, and pays the costs of such action and a penalty which shall be determined and collected pursuant to section 24‑21‑104 (3), C.R.S., the action for such cause shall abate.

CRS §7‑26‑113. Venue and process.

(1) Every action for the involuntary dissolution of a corporation brought by the attorney general shall be commenced either in the district court of the county in which the registered office of the corporation is situated or in the district court of the city and county of Denver. Summons shall issue and be served as in other civil actions.

(2) If process is returned because the corporation is not found, the attorney general shall cause publication to be made as in other civil actions in some newspaper published in the county where the registered office of the corporation is situated, containing a notice of the pendency of the action, the title of the court, the title of the action, and the date on or after which default may be entered. The attorney general may include in one notice the names of any number of corporations against which actions are then pending in the same court. The attorney general shall cause a copy of such notice to be mailed to the corporation at its registered office within ten days after the first publication thereof.

(3) A certificate of the attorney general of the mailing of such notice shall be prima facie evidence. Such notice shall be published at least once each week for two successive weeks, and the first publication may begin at any time after the summons has been returned. Unless a corporation has been served with summons, no default shall be taken against it earlier than thirty days after the first publication of the notice.

CRS §7‑26‑114. Procedure in liquidation of corporations by court.

(1) In proceedings to liquidate the assets and affairs of a corporation, the court shall have the power to issue injunctions, to appoint a receiver pendente lite with such powers and duties as the court from time to time directs, and to take such other proceedings as may be requisite to preserve the corporate assets wherever situated and carry on the affairs of the corporation until a full hearing can be had.

(2) After a hearing held after such notice as the court may direct has been given to all parties to the proceedings and to any other parties in interest designated by the court, the court may appoint a liquidating receiver with authority to collect the assets of the corporation. Such liquidating receiver shall have the authority, subject to the order of the court, to sell, convey, and dispose of all or any part of the assets of the corporation wherever situated, either at public or private sale. The order appointing such liquidating receiver shall state his powers and duties. Such powers and duties may be increased or diminished at any time during the proceedings.

(3) The assets of the corporation or the proceeds resulting from a sale, conveyance, or other disposition thereof shall be applied and distributed as follows:

(a) All costs and expenses of the court proceedings and all liabilities and obligations of the corporation shall be paid, satisfied, and discharged, or adequate provision shall be made therefor.

(b) Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of dissolution or liquidation, shall be returned, transferred, or conveyed in accordance with such requirement.

(c) Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution or liquidation, shall be transferred or conveyed to one or more domestic or foreign corporations, societies, or organizations engaged in activities substantially similar to those of the dissolving or liquidating corporation as the court may direct.

(d) Other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive right of members, or any class of members, or provide for distribution to others.

(e) Any remaining assets may be distributed to such persons, societies, organizations, governmental entities, political subdivisions, or domestic or foreign corporations, whether for profit or not for profit, specified in the plan of distribution adopted as provided in articles 20 to 29 of this title or, where no plan of distribution has been adopted, as the court may direct.

(4) The court has power to allow, from time to time as expenses of liquidation, compensation to the receiver and to attorneys in the proceeding and to direct the payment thereof out of the assets of the corporation or proceeds of any sale or disposition of such assets.

(5) A receiver of a corporation appointed under the provisions of this section shall have authority to sue and defend in all courts in his own name as receiver of such corporation. The court appointing such receiver shall have exclusive jurisdiction of the corporation and its property wherever situated.

CRS §7‑26‑115. Qualification of receivers.

A receiver, in all cases, shall be a citizen of the United States or a corporation for profit authorized to act as a receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in this state, and, in all cases, shall give such bond as the court may direct with such sureties as the court may require.

CRS §7‑26‑116. Decree of involuntary dissolution.

In court proceedings to liquidate the assets and affairs of a corporation, as provided in section 7‑26‑114, when costs and expenses of such proceedings and all debts, obligations, and liabilities of the corporation have been paid and discharged and all of its remaining property and assets distributed in accordance with section 7‑26‑103 or, in case its property and assets are not sufficient to satisfy and discharge such costs, expenses, debts, and obligations, all the property and assets having been applied so far as they will go to their payment, the court shall enter a decree dissolving the corporation, whereupon the existence of the corporation shall cease.

CRS §7‑26‑117. Filing of decree of involuntary dissolution.

If the court enters a decree dissolving the corporation, it is the duty of such court to cause a certified copy of the decree to be filed with the secretary of state. No fee shall be charged by the secretary of state for the filing thereof.

CRS §7‑26‑118. Filing of claims in liquidation proceedings.

In court proceedings to liquidate the assets and affairs of a corporation, the court may require all creditors of the corporation to file with the clerk of the court or with the receiver, in such form as the court may prescribe, proofs under oath of their respective claims. If the court requires the filing of claim, it shall fix a date, which shall not be less than four months after the date of the order, as the last day for the filing of claims and shall prescribe the notice that shall be given to the creditors and claimants of the date so fixed. Prior to the date so fixed, the court may extend the time for the filing of claims. Creditors and claimants failing to file proofs of claims on or before the date so fixed may be barred by order of court from participating in the distribution of the assets of the corporation.

CRS §7‑26‑119. Discontinuance of liquidation proceedings.

The liquidation of the assets and affairs of a corporation by court may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In such event, the court shall dismiss the proceedings and direct the receiver to redeliver to the corporation all of its remaining property and assets.

CRS §7‑26‑120. Survival of remedy after dissolution.

(1) The dissolution of a corporation in any manner shall not take away or impair any remedy available to or against such corporation, its directors, officers, or members for any right or claim existing or any liability incurred prior to the dissolution if action or other proceeding thereon is commenced within two years after the date of the dissolution; but the foregoing limitation shall not apply to any such action affecting the title to real estate. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors, and officers have power to take such corporate or other action as shall be appropriate to protect the remedy, right, or claim. If the corporation was dissolved by the expiration of its period of duration, such corporation may amend its articles of incorporation at any time during such period of two years so as to extend its period of duration in perpetuity or for such other period of time as fixed in the amendment.

(2) Notwithstanding any provision of articles 20 to 29 of this title to the contrary, after dissolution, title to any corporate property not distributed or disposed of in the dissolution shall remain in the corporation. The majority of the surviving members of the last acting board of directors as named in the files of the secretary of state pertaining to such corporation shall have full power and authority to sue and be sued in the corporate name and to hold, convey, and transfer such corporate property, and, for purposes of suit against the corporation, each such director shall be deemed an agent for process. Final disposition of such property shall be made by the majority of the surviving directors in the manner provided in section 7‑26‑103. Upon the death of the last survivor of said directors, any remaining property shall be disposed of in the manner provided by section 38‑34‑104, C.R.S., as if the last surviving director were the last surviving trustee of an express trust.

CRS §7‑26‑121. Deposit with state treasurer of amount due certain members.

Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to any person who is unknown or cannot be found or who is under disability and there is no person legally competent to receive such distributive portion shall be reduced to cash and deposited with the state treasurer and shall be paid over to such person or to his legal representative upon proof satisfactory to the state treasurer of his right thereto.

CRS §7‑26‑122. Renewal, revival, and restoration of a nonprofit corporation.

(1) On and after January 1, 1990, any nonprofit corporation which was dissolved as provided in section 7‑26‑111 (5) may, at any time within two years after the date of the dissolution, be restored, renewed, and revived together with all of the rights, franchises, privileges, and immunities and subject to all of the duties, debts, and liabilities which had been secured or imposed by its original articles of incorporation and all amendments thereto.

(2) The restoration, renewal, or revival of the nonprofit corporation may be procured by executing, verifying, and filing a certificate of renewal with the secretary of state.

(3) The certificate of renewal shall set forth:

(a) The name of the nonprofit corporation, which shall be the name of the nonprofit corporation when it was dissolved, except as provided in subsection (5) of this section;

(b) The street address of its registered office and the name of its registered agent at such address;

(c) Whether or not the renewal, restoration, or revival is to be perpetual or, if not perpetual, the time for which the renewal, restoration, or revival is to continue;

(d) That the nonprofit corporation was organized under the laws of this state and the date of its incorporation;

(e) Any other facts which show that the nonprofit corporation has been dissolved pursuant to section 7‑26‑111 (5) and the date of such dissolution; and

(f) That the certificate of renewal is filed by authority of the directors of the nonprofit corporation at the time the nonprofit corporation was dissolved or the elected directors of the nonprofit corporation as provided in subsection (7) of this section.

(4) Upon the filing of the certificate of renewal, the nonprofit corporation shall be renewed and revived with the same force and effect as if it had not been dissolved pursuant to section 7‑26‑111 (5). Such renewal and revival shall validate all contracts, acts, matters, and things made, done, and performed within the scope of its articles of incorporation by the nonprofit corporation and its directors, officers, and employees, after the date of dissolution, with the same force and effect as if the nonprofit corporation had not been dissolved. All the real and personal property, rights, and credits which belonged to the nonprofit corporation at the time of its dissolution and which were not disposed of prior to the time of its revival or renewal shall be vested in the nonprofit corporation after its revival and renewal as fully and amply as if they were held by the nonprofit corporation at and before the date of dissolution, and the nonprofit corporation, after its renewal and revival, shall be as exclusively liable for all contracts, acts, matters, and things made, done, or performed in its name and on its behalf by its directors, officers, and employees prior to its renewal and revival, with the same force and effect, as if it had not been dissolved.

(5) If, subsequent to the date the nonprofit corporation was dissolved pursuant to section 7‑26‑111 (5), any other domestic corporation, whether for profit or nonprofit, existing under the laws of this state or any foreign corporation, whether for profit or nonprofit, authorized to transact business in this state has adopted a name or reserved a name in the manner provided by the laws of this state, or if a foreign corporation, whether for profit or nonprofit, has registered its corporate name as provided by the laws of this state, or if a trade name or assumed name has been registered by a corporation with the secretary of state under section 7‑71‑101 or an application for registration under said section is pending, or any domestic or foreign limited partnership has filed its certificate or limited partnership with the secretary of state pursuant to section 7‑62‑201, any of which names are the same as or deceptively similar to the name of the nonprofit corporation sought to be renewed or revived, then, in such case, the nonprofit corporation to be renewed or revived shall not be renewed under the same name which it bore when it was dissolved pursuant to section 7‑26‑111 but shall adopt or be renewed under some other name, and, in such case, the certificate to be filed under the provisions of this section shall set forth the name of the nonprofit corporation at the time it was dissolved and the new name under which the nonprofit corporation is to be renewed or revived.

(6) Any nonprofit corporation seeking to be renewed or revived under the provisions of this section shall pay all fees and penalties and file all reports and statements that are required for the reinstatement of any suspended domestic nonprofit corporation under section 7‑28‑102.

(7) If a sufficient number of the last acting officers of any nonprofit corporation desiring to be renewed or revived are not available by reason of death, unknown address, or refusal or neglect to act, the directors of the nonprofit corporation or those remaining on the board, even if only one, may elect successors to such officers. In any case where there are no directors of the nonprofit corporation available for such purpose, the voting members, if any, may elect a full board of directors, as provided by the bylaws of the nonprofit corporation, and the board shall then elect such officers as are provided by law, by the articles of incorporation, or by the bylaws to carry on the business and affairs of the nonprofit corporation. A special meeting of the members for the purpose of electing directors may be called by any officer, director, or member upon notice given in accordance with articles 20 to 29 of this title.

(8) For the purpose of electing directors or officers after a renewal or revival of the nonprofit corporation, the officers who signed the certificate of renewal shall, jointly, forthwith call a special meeting of the members of the nonprofit corporation, upon notice given in accordance with articles 20 to 29 of this title, and at the special meeting the voting members, if any, shall elect a full board of directors, which board shall then elect such officers as are provided by law, by the articles of incorporation, or by the bylaws to carry on the business and affairs of the nonprofit corporation. This subsection (8) shall apply except where a special meeting of members has been called in accordance with the provisions of subsection (7) of this section.

CRS §7‑26‑123. Repeal of article. This article is repealed, effective July 1, 1998.

ARTICLE 27 - Foreign Nonprofit Corporations

CRS §7‑27‑101. Admission of foreign corporation.

(1) No foreign corporation shall have the right to conduct affairs in this state until it has procured a certificate of authority so to do from the secretary of state. No foreign corporation shall be entitled to procure a certificate of authority under articles 20 to 29 of this title to conduct in this state any affairs which a corporation organized under articles 20 to 29 of this title is prohibited from conducting. A foreign corporation shall not be denied a certificate of authority by reason of the fact that the laws of the state or country under which such corporation is organized governing its organization and internal affairs differ from the laws of this state, and nothing contained in said articles shall be construed to authorize this state to regulate the organization or the internal affairs of such corporation.

(2) Without excluding other activities which may not constitute conducting affairs in this state, a foreign corporation shall not be considered to be conducting affairs in this state for the purposes of said articles by reason of carrying on in this state any one or more of the following activities:

(a) Maintaining or defending any action or suit or any administrative or arbitration proceeding or effecting the settlement thereof or the settlement of claims or disputes;

(b) Holding meetings of its directors or members or carrying on other activities concerning its internal affairs;

(d) Creating evidences of debt, mortgages, or liens on real or personal property;

(e) Securing or collecting debts due to it or enforcing any rights in property securing the same;

(f) Conducting its affairs in interstate commerce;

(g) Granting funds;

(h) Distributing information to its members;

(i) Conducting an isolated transaction completed within a period of thirty days and not in the course of a number of repeated transactions of like nature.

CRS §7‑27‑102. Powers of foreign corporation.

A foreign corporation which has received a certificate of authority under articles 20 to 29 of this title, until revocation or withdrawal thereof as provided in said articles 20 to 29, shall enjoy the same, but no greater, rights and privileges as a domestic corporation organized for the purposes set forth in the application pursuant to which such certificate of authorization is issued; and, except as otherwise provided in said articles 20 to 29, shall be subject to the same duties, restrictions, penalties, and liabilities now or hereafter imposed upon a domestic corporation of like character.

CRS §7‑27‑103. Corporate name of foreign nonprofit corporation.

(1) No certificate of authority shall be issued to a foreign corporation unless the corporate name of such corporation or the name to be assumed by the corporation for its activities in this state:

(a) Shall not contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation;

(b) Shall not be the same as, or deceptively similar to, the name of any domestic corporation or any domestic nonprofit corporation or any limited partnership which has a certificate of limited partnership filed with the secretary of state pursuant to section 7‑62‑201 or a limited liability company which has articles of organization filed with the secretary of state pursuant to section 7‑80‑205 or any foreign corporation or foreign nonprofit corporation or foreign limited partnership or foreign limited liability company authorized to transact business or conduct affairs in this state, or a name the exclusive right to which is at the time reserved in the office of the secretary of state under the laws of this state, or the name of a foreign corporation or foreign nonprofit corporation or foreign limited liability company which has in effect a registration of its corporate name as provided in section 7‑22‑108 or 7‑115‑107 or its company name as provided in section 7‑80‑903, respectively, or any trade or assumed name which is registered with the secretary of state under section 7‑71‑101 or for which application for registration under said section is pending; except that this provision shall not apply if the applicant files with the secretary of state either:

(II) A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of such name in this state.

(2) Repealed.

(3) If comprised of initials, the corporate name shall have the initials separated by a full typewriter space of one letter, or each initial shall be followed by a period.

CRS §7‑27‑104. Change of name by foreign corporation.

When a foreign corporation which is authorized to conduct affairs in this state changes its name to one under which a certificate of authority would not be granted to it on application, the certificate of authority of such corporation shall be suspended sixty days after the mailing by the secretary of state of notification that such name is unavailable, and after such suspension, it shall not thereafter conduct its affairs in this state until it has changed its name to a name which is available to it under the laws of this state or has assumed for its activities in this state a name available to it in compliance with sections 7‑27‑103 and 7‑27‑112.

CRS §7‑27‑105. Application for certificate of authority.

(1) A foreign corporation, in order to procure a certificate of authority to conduct affairs in this state, shall make application therefor to the secretary of state, which application shall set forth:

(a) The name of the corporation and the state or country under the laws of which it is incorporated and the name assumed by the corporation for its activities in this state;

(b) The date of incorporation and the period of duration of the corporation;

(c) The address of the principal office of the corporation in the state or country under the laws of which it is incorporated;

(d) The address of the proposed registered office of the corporation in this state and the name of its proposed registered agent in this state at such address;

(e) The purpose of the corporation which it proposes to pursue in conducting its affairs in this state;

(f) The names and respective addresses of the directors and officers of the corporation;

(g) Such additional information as may be necessary or appropriate in order to enable the secretary of state to determine whether such corporation is entitled to a certificate of authority to conduct affairs in this state.

(2) Such application shall be typewritten on forms prescribed and furnished by the secretary of state and shall be executed in duplicate by the nonprofit corporation by its president or a vice‑president and by its secretary or an assistant secretary or, for a foreign nonprofit corporation without such officers, by an authorized agent and verified by the authorized agent.

CRS §7‑27‑106. Filing of application for certificate of authority.

(1) Duplicate originals of the application of the corporation for a certificate of authority shall be delivered to the secretary of state, together with a certificate of good standing, duly certified by the proper officer of the state or country under the laws of which it is incorporated. The certificate shall be dated within ninety days of filing.

(2) If the secretary of state finds that such application conforms to law, he shall, when all fees have been paid as prescribed in articles 20 to 29 of this title:

(a) Endorse on each of such documents the word "Filed" and the month, day, and year of the filing thereof;

(b) File in his office one of such duplicate originals of the application and the certificate of good standing;

(c) Issue a certificate of authority to conduct affairs in this state to which he shall affix the other duplicate original application.

(3) The certificate of authority, together with the duplicate original of the application affixed thereto by the secretary of state, shall be returned to the corporation or its representative.

CRS §7‑27‑107. Effect of certificate of authority.

Upon the issuance of a certificate of authority by the secretary of state, the corporation shall be authorized to conduct affairs in this state for, but shall not be limited to, those purposes set forth in its application, subject to the right of this state to suspend or to revoke such authority as provided in articles 20 to 29 of this title.

CRS §7‑27‑108. Registered office and registered agent of foreign nonprofit corporation.

(1) Each foreign corporation authorized to conduct affairs in this state shall have and continuously maintain in this state:

(a) A registered office which may be the same as its principal office;

(b) A registered agent, which agent may be either an individual resident in this state whose business office is identical with the registered office, or a domestic corporation, whether for profit or nonprofit, or a foreign corporation, whether for profit or nonprofit, authorized to transact business or conduct affairs in this state.

CRS §7‑27‑109. Change of registered office or registered agent of foreign nonprofit corporation.

(1) A foreign corporation authorized to conduct affairs in this state may change its registered office or change its registered agent, or both, upon filing in the office of the secretary of state a statement setting forth:

(a) The name of the corporation;

(b) The street address of its registered office;

(d) That the address of its registered office and the address of the office of its registered agent, as changed, will be identical.

(2) Such statement shall be executed and acknowledged by the corporation by its president or a vice‑president and delivered to the secretary of state. If the secretary of state finds that the statement conforms to the provisions of articles 20 to 29 of this title, he shall file such statement in his office, and, upon such filing, the change of address of the registered office or the appointment of a new registered agent, or both, as the case may be, shall become effective.

(3) Any registered agent in this state appointed by a foreign corporation may resign as such agent upon filing a written notice thereof, executed in duplicate, with the secretary of state who shall forthwith mail a copy thereof to the foreign corporation at its principal office in the state or country under the laws of which it is incorporated as shown by its most recent corporate report or, if no corporate report has been filed, on the application for certificate of authority of the corporation. The appointment of such agent shall terminate upon the expiration of thirty days after receipt of such notice by the secretary of state.

(4) The location of the office of any registered agent of a corporation in any city or town of this state may be transferred from one address to another in the same city or town or from any city or town in this state to any other city or town in this state upon the making and executing by such registered agent of a statement duly acknowledged setting forth the name of the corporation represented by such agent, the address at which said agent has maintained the registered office for the corporation, and stating the new address to which such registered office will be transferred and at which new address such agent will thereafter maintain the registered office for the corporation named in the statement. If the secretary of state finds that such statement conforms to the provisions of said articles, he shall file such statement in his office, and thereupon the change of address of the registered office shall become effective. The fees to be charged by the secretary of state for the filing of such statement shall be as described in section 7‑28‑103. The provisions of this subsection (4) shall in no way affect the right of a corporation to file a statement of change of registered office or registered agent as provided in subsection (1) of this section.

CRS §7‑27‑110. Service of process on a foreign nonprofit corporation.

(1) A foreign nonprofit corporation's registered agent is the foreign nonprofit corporation's agent for service of process, notice, or demand required or permitted by law to be served on the foreign nonprofit corporation.

(2) If a foreign nonprofit corporation has no registered agent, or the registered agent cannot with reasonable diligence be served, the foreign nonprofit corporation may be served by registered or certified mail, return receipt requested, addressed to the foreign nonprofit corporation at its principal office. Service is perfected under this subsection (2) at the earliest of the following:

(a) The date the foreign nonprofit corporation receives the process, notice, or demand;

(b) The date shown on the return receipt, if signed on behalf of the foreign nonprofit corporation; or

(3) This section does not prescribe the only means, or necessarily the required means, of serving a foreign nonprofit corporation.

CRS §7‑27‑111. Merger of foreign corporation authorized to conduct affairs in this state.

If two or more foreign corporations authorized to conduct affairs in this state are a party to a statutory merger permitted by the laws of the state or country under the laws of which they are incorporated, the surviving corporation shall, within thirty days after the merger becomes effective, file with the secretary of state a certificate of fact of merger duly certified by the proper officer of the state or country under the laws of which such statutory merger was effected; and it shall not be necessary for such corporation to procure either a new or amended certificate of authority to conduct affairs in this state, unless the name of the surviving corporation is changed thereby.

CRS §7‑27‑112. Amended certificate of authority.

(1) A foreign corporation authorized to conduct affairs in this state shall procure an amended certificate of authority if it changes its corporate name by making application therefor to the secretary of state. A certificate of statement of fact of change of name duly certified by the proper officer of the state or country under the laws of which the change of name amendment was effected shall be submitted with the application for an amended certificate of authority.

(2) The requirements in respect to the form and contents of such application, the manner of its execution and acknowledgement, the filing of duplicate originals thereof with the secretary of state, the issuance of an amended certificate of authority, and the effect thereof shall be the same as in the case of an original application for a certificate of authority.

CRS §7‑27‑113. Withdrawal of foreign nonprofit corporation.

(1) A foreign nonprofit corporation authorized to conduct affairs in this state may withdraw from this state upon procuring from the secretary of state a certificate of withdrawal. In order to procure such certificate of withdrawal, the foreign nonprofit corporation shall deliver to the secretary of state an application for withdrawal, which shall set forth:

(a) The name of the foreign nonprofit corporation and the state or country under the laws of which it is incorporated;

(b) That the foreign nonprofit corporation is not conducting affairs in this state;

(d) That the foreign nonprofit corporation revokes the authority of its registered agent in this state to accept service of process and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this state during the time the foreign nonprofit corporation was authorized to conduct affairs in this state may thereafter be made on such foreign nonprofit corporation by service thereof on the secretary of state;

(e) A post office address to which a person may mail a copy of process against the foreign nonprofit corporation that may be served on the secretary of state;

(f) All trade names owned or used by the foreign nonprofit corporation pursuant to the provisions of article 71 of this title on file in the office of the secretary of state.

(2) The application for withdrawal shall be typewritten on forms prescribed and furnished by the secretary of state and shall be executed by the foreign nonprofit corporation by its president or a vice‑president and by its secretary or an assistant secretary or, for a foreign nonprofit corporation without such officers, by an authorized agent or, if the corporation is in the hands of a receiver or trustee, on behalf of the foreign nonprofit corporation by such receiver or trustee.

CRS §7‑27‑114. Filing of application for withdrawal.

(1) Duplicate originals of the application for withdrawal shall be delivered to the secretary of state. If the secretary of state finds that such application conforms to the provisions of articles 20 to 29 of this title, he shall, when all fees have been paid as prescribed in said articles:

(a) Endorse on each of such duplicate originals the word "Filed" and the month, day, and year of the filing thereof;

(b) File one of such duplicate originals in his office; and

(2) The certificate of withdrawal, together with the duplicate original of the application for withdrawal affixed thereto by the secretary of state, shall be returned to the foreign nonprofit corporation or its representative. Upon the issuance of the certificate of withdrawal, the authority of the foreign nonprofit corporation to conduct affairs in this state shall cease.

CRS §7‑27‑115. Revocation of certificate of authority.

(1) The certificate of authority of a foreign nonprofit corporation to conduct affairs in this state may be revoked by the secretary of state upon the conditions prescribed in this section when:

(a) The foreign nonprofit corporation has failed to file its corporate report within the time required by section 7‑28‑102 or has failed to pay when due any fees, charges, or penalties prescribed by articles 20 to 29 of this title;

(b) The foreign nonprofit corporation has failed to appoint and maintain a registered agent in this state as required by section 7‑27‑108;

(c) The foreign nonprofit corporation has failed, after change of its registered office or registered agent, to file in the office of the secretary of state a statement of such change as required by section 7‑27‑109;

(d) Repealed.

(e) A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by such foreign nonprofit corporation pursuant to articles 20 to 29 of this title.

(2) No certificate of authority of a foreign nonprofit corporation shall be revoked by the secretary of state unless he has given the foreign nonprofit corporation not less than sixty days' notice thereof by first‑class mail addressed to its registered office in this state or, if said foreign nonprofit corporation fails to appoint and maintain a registered agent in this state, to its principal office stated in its application for a certificate of authority. If the foreign nonprofit corporation fails to file such corporate report, or pay any fees, charges, or penalties, or file the required statement of change of registered agent or registered office, or correct such misrepresentation, upon the expiration of sixty days after the mailing of the notice by the secretary of state, the authority of the foreign nonprofit corporation to conduct affairs in this state shall cease.

CRS §7‑27‑116. Issuance of certificate of revocation. (Repealed).

CRS §7‑27‑117. Conducting affairs without certificate of authority.

(1) No foreign nonprofit corporation which is conducting affairs in this state without a certificate of authority shall be permitted to maintain any action, suit, or proceeding in any court of this state until such foreign nonprofit corporation has obtained a certificate of authority; nor shall any action, suit, or proceeding be maintained in any court of this state by any successor or assignee of such foreign nonprofit corporation on any right, claim, or demand arising out of the conduct of affairs by such foreign nonprofit corporation in this state until a certificate of authority has been obtained by such foreign nonprofit corporation or by a corporation which has acquired all or substantially all of its assets.

(2) The failure of a foreign nonprofit corporation to obtain a certificate of authority to conduct affairs in this state shall not impair the validity of any contract or act of such foreign nonprofit corporation and shall not prevent such foreign nonprofit corporation from defending any action, suit, or proceeding in any court of this state.

(3) A foreign nonprofit corporation which conducts affairs in this state without a certificate of authority shall be liable to this state for the years or parts thereof during which it conducted affairs in this state without a certificate of authority in an amount equal to all fees which would have been imposed by articles 20 to 29 of this title upon such foreign nonprofit corporation had it duly applied for and received a certificate of authority to conduct affairs in this state as required by said articles and thereafter filed all reports required by said articles plus all penalties imposed by said articles for failure to pay such fees. The attorney general shall bring proceedings to recover all amounts due this state under the provisions of this section.

CRS §7‑27‑118. Repeal of article. This article is repealed, effective July 1, 1998.

ARTICLE 28 - Reports ‑ Fees

CRS §7‑28‑101. Corporate report of domestic and foreign nonprofit corporations.

(1) Each domestic corporation and each foreign corporation authorized to conduct affairs in this state shall file within the time prescribed by section 7‑28‑102 a corporate report setting forth:

(a) The name of the corporation and the state or country under the laws of which it is incorporated;

(b) The address of the registered office of the corporation in this state and the name of its registered agent in this state at such address and, in the case of a foreign corporation, the address of its principal office in the state or country under the laws of which it is incorporated;

(c) A brief statement of the character of the affairs which the corporation is actually conducting or, in the case of a foreign corporation, which the corporation is actually conducting in this state;

(d) The respective names and addresses of the directors and officers of the corporation.

(2) Such corporate report shall be typewritten on forms prescribed and furnished by the secretary of state, who shall mail by first class a copy thereof to each domestic nonprofit corporation and each foreign nonprofit corporation authorized to transact business in this state and required to file a corporate report for such year pursuant to section 7‑28‑102. The information therein contained shall be given as of the date of the execution of the report. It shall be executed by the nonprofit corporation by its president, a vice‑president, secretary, an assistant secretary, or treasurer, or, for a foreign nonprofit corporation without such officers, by an authorized agent and verified by the authorized agent, or, if the foreign nonprofit corporation is in the hands of a receiver or trustee, it shall be executed on behalf of the foreign nonprofit corporation by such receiver or trustee. This report shall be accompanied by a written declaration that it is made under the penalties prescribed in section 7‑28‑105.

CRS §7‑28‑102. Filing of corporate reports ‑ failure to file reports.

(1) The corporate report of a domestic or foreign nonprofit corporation shall be delivered to the secretary of state no later than the end of the second month after mailing of the corporate report form by the secretary of state every other year; except that the first corporate report of a domestic or foreign nonprofit corporation shall be filed in the second year succeeding the calendar year in which its certificate of incorporation or its certificate of authority, as the case may be, was issued by the secretary of state. Proof to the satisfaction of the secretary of state that prior to said date such report was deposited in the United States mail in a sealed envelope properly addressed, with postage prepaid, shall be deemed compliance with this requirement. If the secretary of state finds that the report conforms to the requirements of articles 20 to 29 of this title, he shall file the same. If he finds that it does not so conform, he shall promptly return the same to the nonprofit corporation for any necessary corrections. Thereafter, corporate reports shall be filed in a similar manner every two years.

(2) If any nonprofit corporation has failed to make and file any corporate report or statement or to pay the fees required by law, the secretary of state shall give written notice by first‑class mail to the nonprofit corporation of such failure to file or pay or both.

(3) Upon the expiration of thirty days after the giving of such notice unless the report or statement with the fee and penalty, if due, has been filed and paid to the secretary of state, such corporation shall be suspended and be deemed inoperative and no longer competent to conduct its affairs within this state; except that the members of such corporation may hold their annual or special meetings for the election of directors, and such corporation may hold, or continue to hold, mortgage, sell, or convey real estate and make such reports as are required by the laws of the United States and the state of Colorado and elect corporate officers.

(4) If the members' meetings of a suspended and inoperative corporation have been regularly called and due notice has been given to the members as required by law and a quorum is not present at any members' meeting, then an election of directors may be held by a majority vote of the members present at the meeting if not less than thirty percent of all members are present at said meeting in person or by written proxy.

(5) Any suspended nonprofit corporation shall be reinstated and revived and become operative by the payment of a reinstatement fee, plus an additional fee for each year a corporate report was not filed prior to the year of reinstatement, and by filing the current corporate report and paying the fee due upon filing such report for the current year in which the nonprofit corporation is being reinstated, with the late filing fee for such current year's report. All such fees shall be determined and collected pursuant to section 24‑21‑104 (3), C.R.S. The suspension of such nonprofit corporation shall not take away or impair any remedy given against such nonprofit corporation or its members, directors, or officers for any liability incurred prior thereto.

(6) and (7) Repealed.

CRS §7‑28‑103. Filing, service, and copying fees.

(1) With respect to articles 20 to 29 of this title, 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 a certificate for any purpose whatsoever;

(b) Furnishing written information on any nonprofit corporation;

(d) Any service of notice, demand, or process upon the secretary of state as resident agency of a nonprofit corporation, which amount may be recovered as taxable costs by the party to the suit, action, or proceeding causing such service to be made if such party prevails therein; and

(e) Filing any document required or permitted to be filed pursuant to articles 20 to 29 of this title.

(2) The secretary of state shall charge and collect, at the time of service of any subpoena upon him or any of his deputies or employees, a fee of fifty dollars, an allowance of ten dollars for meals, and a charge for mileage at the rate prescribed by section 24‑9‑104, C.R.S., for each mile from the state capitol to the place named in the subpoena. The fee is to be paid to the secretary of state; said meal allowance and mileage charge are to 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, he shall be paid in advance a per diem allowance of forty‑four dollars for each day of attendance in addition to the other fees, allowances, and charges.

CRS §7‑28‑104. Miscellaneous charges. (Repealed)

CRS §7‑28‑105. Penalties imposed upon a nonprofit corporation.

(1) Each nonprofit corporation, domestic or foreign, that fails or refuses to file its corporate report within the time prescribed by section 7‑28‑102 shall be subject to a penalty to be determined by the secretary of state; except that no penalty shall be imposed if the forms required to be furnished by the secretary of state pursuant to section 7‑29‑106 are unavailable and such unavailability results in failure to file within the time prescribed.

(2) Each corporation, domestic or foreign, that fails or refuses to answer truthfully and fully within the time prescribed by section 7‑29‑101 interrogatories propounded by the secretary of state in accordance with the provisions of section 7‑29‑101 is guilty of a misdemeanor and, upon conviction thereof, shall be punished by a fine in any amount not exceeding five hundred dollars.

CRS §7‑28‑106. Secretary of state to share information and mailings.

It is the intent of the general assembly that the secretary of state, when feasible and not contrary to federal law, shall share mailings with other principal departments when feasible and desirable to do so.

CRS §7‑28‑107. Repeal of article. This article is repealed, effective July 1, 1998.

ARTICLE 29 Secretary of State ‑ Powers and Duties

CRS §7‑29‑101. Interrogatories by secretary of state.

The secretary of state may propound to any corporation, domestic or foreign, subject to the provisions of articles 20 to 29 of this title and to any officer or director thereof such interrogatories as may be reasonably necessary and proper to enable him to ascertain whether the corporation has complied with all the provisions of said articles applicable to such corporation. These interrogatories shall be answered within thirty days after the mailing thereof or within such additional time as shall be fixed by the secretary of state, and the answers thereto shall be full and complete and shall be made in writing and under oath. If the interrogatories are directed to an individual, they shall be answered by him, and, if directed to a corporation, they shall be answered by the president, vice‑president, secretary or assistant secretary, or treasurer or assistant treasurer. The secretary of state need not file any document to which such interrogatories relate until the interrogatories are answered as provided in this section and not then if the answers thereto disclose that the document is not in conformity with the provisions of said articles. The secretary of state shall certify to the attorney general, for such action as the attorney general may deem appropriate, all interrogatories and answers thereto which disclose a violation of any of the provisions of said articles.

CRS §7‑29‑102. Information disclosed by interrogatories.

Interrogatories propounded by the secretary of state and the answers thereto shall not be open to public inspection nor shall the secretary of state disclose any fact or information obtained therefrom except insofar as his official duty may require the same to be made public or in the event the interrogatories or the answers thereto are required for evidence in any criminal proceeding or in any other action by this state.

CRS §7‑29‑103. Powers of secretary of state.

The secretary of state shall have the power and authority reasonably necessary to enable him to administer articles 20 to 29 of this title efficiently and to perform the duties therein imposed upon him.

CRS §7‑29‑104. Appeal from secretary of state.

(1) If the secretary of state fails to approve any articles of incorporation, amendment, merger, consolidation, dissolution, or any other document required by articles 20 to 29 of this title to be approved by the secretary of state before it is filed in his office, he shall, within ten days after the delivery thereof to him, give written notice of his disapproval to the person or nonprofit corporation, domestic or foreign, delivering the same and specify the reasons therefor. From such disapproval, the person or nonprofit corporation may appeal to the district court for the city and county of Denver by filing with the clerk of the court a petition setting forth a copy of the articles or other document sought to be filed and a copy of the written disapproval thereof by the secretary of state; whereupon, the matter shall be tried de novo by the court, and the court shall either sustain the action of the secretary of state or direct him to take such action as the court may deem proper.

(2) If the secretary of state revokes the certificate of authority to conduct affairs in this state of any foreign nonprofit corporation, pursuant to the provisions of said articles, the foreign nonprofit corporation may likewise appeal to the district court for the city and county of Denver by filing with the clerk of such court a petition setting forth a copy of its certificate of authority to conduct affairs in this state and a copy of the notice given pursuant to section 7‑27‑115 (2) by the secretary of state; whereupon, the matter shall be tried de novo by the court, and the court shall either sustain the action of the secretary of state or direct him to take such action as the court may deem proper.

(3) Appeals from all final orders and judgment entered by the district court under this section in review of any ruling or decision of the secretary of state may be taken as in other civil actions.

CRS §7‑29‑105. Certificates and certified copies to be received in evidence.

All certificates issued by the secretary of state in accordance with the provisions of articles 20 to 29 of this title and all copies of documents filed in his office in accordance with the provisions of said articles, when certified by him, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts therein stated. A certificate by the secretary of state under the great seal of this state, as to the existence or nonexistence of the facts relating to corporations which would not appear from a certified copy of any of the foregoing documents or certificates, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the existence or nonexistence of the facts therein stated.

CRS §7‑29‑106. Forms to be furnished by secretary of state.

All filings and reports required by articles 20 to 29 of this title to be filed in the office of the secretary of state shall be typewritten on forms which shall be prescribed and furnished by the secretary of state.

CRS §7‑29‑107. Conforming statutes.

(1) The revisor of statutes is authorized to change all references in articles 20 to 29 of this title from "corporation" to "nonprofit corporation" unless the context specifically contemplates a reference to a corporation for profit.

(2) The revisor of statutes is authorized to delete all references to acknowledgment by officers of nonprofit corporations of documents to be filed with the secretary of state.

CRS §7‑29‑108. 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 articles 20 to 29 of this title, the secretary of state shall file it.

(2) Notwithstanding any provisions in articles 20 to 29 of this title regarding the filing of documents or the issuance of certificates, 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, the secretary of state shall mail the accompanying copy, with the receipt for filing fees, if any, to the domestic or foreign corporation or its representative.

(3) The secretary of state shall issue to any person, upon request, a certificate that sets forth facts of record in the office of the secretary of state, including, if appropriate, a certificate of good standing concerning a domestic or foreign nonprofit corporation.

CRS §7‑29‑109. Repeal of article. This article is repealed, effective July 1, 1998.