Colorado § 7-128-108 Removal of directors

Colorado Statutes

§ 7-128-108 — Removal of directors

Colorado § 7-128-108

Title 07Corporations

Art.Directors and Officers

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Bluebook

Colo. Rev. Stat. § 7-128-108 (2026).

Text

(1)Directors elected by voting members or directors may be removed as follows:

(a)The voting members may remove one or more directors elected by them with or without cause unless the bylaws provide that directors may be removed only for cause.

(b)If a director is elected by a voting group, only that voting group may participate in the vote to remove that director.

(c)Subject to section 7-127-208 (3), a director may be removed only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.

(d)A director elected by voting members may be removed by the voting members only at a meeting called for the purpose of removing that director, and the meeting notice shall state that the purpose, or one of the purposes,

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(1) Directors elected by voting members or
directors may be removed as follows:

(a) The voting members may remove one or more directors elected by them
with or without cause unless the bylaws provide that directors may be removed only
for cause.

(b) If a director is elected by a voting group, only that voting group may
participate in the vote to remove that director.

(c) Subject to section 7-127-208 (3), a director may be removed only if the
number of votes cast to remove the director would be sufficient to elect the
director at a meeting to elect directors.

(d) A director elected by voting members may be removed by the voting
members only at a meeting called for the purpose of removing that director, and
the meeting notice shall state that the purpose, or one of the purposes, of the
meeting is removal of the director.

(e) An entire board of directors may be removed under paragraphs (a) to (d)
of this subsection (1).

(f) A director elected by the board of directors may be removed with or
without cause by the vote of a majority of the directors then in office or such
greater number as is stated in the bylaws; except that a director elected by the
board of directors to fill the vacancy of a director elected by the voting members
may be removed without cause by the voting members, but not the board of
directors.

(g) (Deleted by amendment, L. 2000, p. 983, � 83, effective July 1, 2000.)

(2) Unless otherwise provided in the bylaws:

(a) An appointed director may be removed without cause by the person
appointing the director;

(b) The person removing the director shall do so by giving written notice of
the removal to the director and to the nonprofit corporation; and

(c) A removal is effective when the notice is received by both the director to
be removed and the nonprofit corporation unless the notice states a later effective
date.

(3) A designated director may be removed by an amendment to the bylaws
deleting or changing the designation.

(4) Repealed.

Legislative History

Source: L. 97: Entire article added, p. 690, � 3, effective July 1, 1998. L. 2000: (1)(g) amended and (4) added, p. 983, � 83, effective July 1. L. 2002: (4) amended, p. 1855, � 138, effective July 1; (4) amended, p. 1720, � 140, effective October 1. L. 2003: (1)(f) and (2)(c) amended, p. 2341, � 303, effective July 1, 2004. L. 2004: (4) repealed, p. 1511, � 298, effective July 1.