Colorado § 7-109-106 Determination and authorization of indemnification of directors

Colorado Statutes

§ 7-109-106 — Determination and authorization of indemnification of directors

Colorado·Title 07 Corporations·Art. Indemnification

(1)A corporation may not indemnify a director under section 7-109-102 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in section 7-109-102. A corporation shall not advance expenses to a director under section 7-109-104 unless authorized in the specific case after the written affirmation and undertaking required by section 7-109-104 (1)(a) and (1)(b) are received.

(2)The determinations required by subsection (1) of this section must be made:

(a)If there are two or more disinterested directors, by the board of directors by a majority vote of all the disinterested directors, a majority of whom constitute a quorum for t

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(1) A corporation may not indemnify a director under section 7-109-102 unless
authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because the
director has met the standard of conduct set forth in section 7-109-102. A
corporation shall not advance expenses to a director under section 7-109-104
unless authorized in the specific case after the written affirmation and undertaking
required by section 7-109-104 (1)(a) and (1)(b) are received.

(2) The determinations required by subsection (1) of this section must be
made:

(a) If there are two or more disinterested directors, by the board of directors
by a majority vote of all the disinterested directors, a majority of whom constitute a
quorum for this purpose, or by a majority vote of a committee of the board of
directors appointed by such a vote, which committee consists of two or more
disinterested directors;

(b) By independent legal counsel selected in the manner specified in
subsection (2)(a) of this section or, if there are fewer than two disinterested
directors, by independent legal counsel selected by a majority vote of the full board
of directors; or

(c) By the shareholders, but shares owned by or voted under the control of a
director who at the time is not a disinterested director may not be voted on the
determination.

(3) Authorization of indemnification and an advance of expenses must be
made in the same manner as the determination that indemnification or an advance
of expenses is permissible; except that, if the determination that indemnification or
an advance of expenses is permissible is made by independent legal counsel,
authorization of indemnification and an advance of expenses must be made by the
body that selected the counsel.

Colorado § 7-109-106 (Determination and authorization of indemnification of directors) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

Legislative History

Source: L. 93: Entire article added, p. 792, � 1, effective July 1, 1994. L. 2019: Entire section amended, (SB 19-086), ch. 166, p. 1939, � 42, effective July 1, 2020.