§ 7-108-205 — Quorum and voting

Colorado § 7-108-205

• Jurisdiction: Colorado
• Title 07: Corporations
• Art.: Directors and Officers

Text

(1) Unless a greater number is required by
the bylaws, a quorum of a board of directors consists of:

(a) A majority of the number of directors fixed if the corporation has a fixed
board size; or

(b) A majority of the number of directors fixed or, if no number is fixed, of the
number in office immediately before the meeting begins, if a range for the size of
the board is established pursuant to section 7-108-103 (2).

(2) The bylaws may authorize a quorum of a board of directors to consist of:

(a) No fewer than a majority of the number of directors fixed if the
corporation has a fixed board size; or

(b) No fewer than a majority of the number of directors fixed or, if no number
is fixed, of the number in office immediately before the meeting begins, if a range
for the size of the board is established pursuant to section 7-108-103 (2).

(3) If a quorum is present when a vote is taken, the affirmative vote of a
majority of directors present is the act of the board of directors unless the vote of a
greater number of directors is required by articles 101 to 117 of this title or the
bylaws.

(4) A director who is present at a meeting of the board of directors when
corporate action is taken is deemed to have assented to all action taken at the
meeting unless:

(a) The director objects at the beginning of the meeting, or promptly upon
the director's arrival, to holding the meeting or transacting business at the meeting
and does not thereafter vote for or assent to any action taken at the meeting;

(b) The director contemporaneously requests that the director's dissent or
abstention as to any specific action taken be entered in the minutes of the meeting;
or

(c) The director causes notice of the director's dissent or abstention as to
any specific action to be received by the presiding officer of the meeting before
adjournment of the meeting or by the corporation promptly after adjournment of
the meeting.

(5) The right of dissent or abstention pursuant to subsection (4) of this
section as to a specific action is not available to a director who votes in favor of the
action taken.

Legislative History

Source: L. 93: Entire article added, p. 783, � 1, effective July 1, 1994. L. 96: (1) amended, p. 1318, � 22, effective June 1. L. 2004: (4) amended, p. 1498, � 258, effective July 1. L. 2021: (4)(c) amended, (HB 21-1124), ch. 41, p. 169, � 20, effective April 19.