Colorado § 7-109-109 Variation by corporate action

Colorado Statutes

§ 7-109-109 — Variation by corporate action

Colorado § 7-109-109

Title 07Corporations

Art.Indemnification

This text of Colorado § 7-109-109 (Variation by corporate action) is published on Counsel Stack Legal Research, covering Colorado primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Colo. Rev. Stat. § 7-109-109 (2026).

Text

(1)A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with section 7-109-102 or advance funds to pay for or reimburse expenses in accordance with section 7-109-104. Such an obligatory provision:

(a)Satisfies the requirements for authorization, but not determination, referred to in section 7-109-106.

(b)That obligates the corporation to provide indemnification to the fullest extent permitted by law obligates the corporation to advance funds to pay for or reimburse expenses in accordance with section 7-109-104 to the fullest extent permitted b

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(1) A corporation may, by a
provision in its articles of incorporation or bylaws or in a resolution adopted or a
contract approved by its board of directors or shareholders, obligate itself in
advance of the act or omission giving rise to a proceeding to provide
indemnification in accordance with section 7-109-102 or advance funds to pay for or
reimburse expenses in accordance with section 7-109-104. Such an obligatory
provision:

(a) Satisfies the requirements for authorization, but not determination,
referred to in section 7-109-106.

(b) That obligates the corporation to provide indemnification to the fullest
extent permitted by law obligates the corporation to advance funds to pay for or
reimburse expenses in accordance with section 7-109-104 to the fullest extent
permitted by law, unless the provision specifically provides otherwise.

(2) A right of indemnification or to advances of expenses created by this
article 109 or under subsection (1) of this section and in effect at the time of an act
or omission must not be eliminated or impaired with respect to the act or omission
by an amendment of the articles of incorporation or bylaws or a resolution of the
board of directors or shareholders, adopted after the occurrence of the act or
omission, unless, in the case of a right created under subsection (1) of this section,
the provision creating the right and in effect at the time of the act or omission
explicitly authorizes the elimination or impairment after the act or omission has
occurred.

(3) A provision specified in subsection (1) of this section does not obligate the
corporation to indemnify or advance expenses to a director of a predecessor of the
corporation pertaining to conduct with respect to the predecessor, unless
otherwise specifically provided. A provision for indemnification or an advance of
expenses in the articles of incorporation, bylaws, or a resolution of the board of
directors or shareholders of a predecessor of the corporation in a merger or in a
contract to which the predecessor is a party, existing at the time the merger takes
effect, is governed by section 7-90-204 (1).

(4) Subject to subsection (2) of this section, a corporation may, by a provision
in its articles of incorporation, limit any of the rights to indemnification or an
advance of expenses created by or pursuant to this article 109.

(5) Sections 7-109-101 to 7-109-108 do not limit a corporation's power to pay
or reimburse expenses incurred by a director in connection with an appearance as a
witness in a proceeding at a time when the director has not been made a named
defendant or respondent in the proceeding.

Legislative History

Source: L. 93: Entire article added, p. 794, � 1, effective July 1, 1994. L. 2004: (2) amended, p. 1502, � 269, effective July 1. L. 2019: Entire section R&RE, (SB 19-086), ch. 166, p. 1941, � 45, effective July 1, 2020.