§ 7-128-202 — Action without meeting

Colorado § 7-128-202

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

Text

(1) Unless otherwise provided in the
bylaws, any action required or permitted by articles 121 to 137 of this title to be
taken at a board of directors' meeting may be taken without a meeting if notice is
transmitted in writing to each member of the board and each member of the board
by the time stated in the notice:

(a) Votes in writing for such action; or

(b) (I) Votes in writing against such action, abstains in writing from voting, or
fails to respond or vote; and

(II) Fails to demand in writing that action not be taken without a meeting.

(2) The notice required by subsection (1) of this section shall state:

(a) The action to be taken;

(b) The time by which a director must respond;

(c) That failure to respond by the time stated in the notice will have the same
effect as abstaining in writing by the time stated in the notice and failing to demand
in writing by the time stated in the notice that action not be taken without a
meeting; and

(d) Any other matters the nonprofit corporation determines to include.

(3) Action is taken under this section only if, at the end of the time stated in
the notice transmitted pursuant to subsection (1) of this section:

(a) The affirmative votes in writing for such action received by the nonprofit
corporation and not revoked pursuant to subsection (5) of this section equal or
exceed the minimum number of votes that would be necessary to take such action
at a meeting at which all of the directors then in office were present and voted; and

(b) The nonprofit corporation has not received a written demand by a director
that such action not be taken without a meeting other than a demand that has been
revoked pursuant to subsection (5) of this section.

(4) A director's right to demand that action not be taken without a meeting
shall be deemed to have been waived unless the nonprofit corporation receives
such demand from the director in writing by the time stated in the notice
transmitted pursuant to subsection (1) of this section and such demand has not
been revoked pursuant to subsection (5) of this section.

(5) Any director who in writing has voted, abstained, or demanded action not
be taken without a meeting pursuant to this section may revoke such vote,
abstention, or demand in writing received by the nonprofit corporation by the time
stated in the notice transmitted pursuant to subsection (1) of this section.

(6) Unless the notice transmitted pursuant to subsection (1) of this section
states a different effective date, action taken pursuant to this section shall be
effective at the end of the time stated in the notice transmitted pursuant to
subsection (1) of this section.

(7) A writing by a director under this section shall be in a form sufficient to
inform the nonprofit corporation of the identity of the director, the vote, abstention,
demand, or revocation of the director, and the proposed action to which such vote,
abstention, demand, or revocation relates. Unless otherwise provided by the bylaws,
all communications under this section may be transmitted or received by the
nonprofit corporation by electronically transmitted facsimile, email, or other form of
wire or wireless communication. For purposes of this section, communications to
the nonprofit corporation are not effective until received.

(8) Action taken pursuant to this section has the same effect as action taken
at a meeting of directors and may be described as such in any document.

(9) All writings made pursuant to this section shall be filed with the minutes
of the meetings of the board of directors.

Legislative History

Source: L. 97: Entire article added, p. 693, � 3, effective July 1, 1998. L. 98: (1)(b)(II) and (3) amended, p. 624, � 29, effective July 1. L. 2003: (3) amended, p. 2341, � 305, effective July 1, 2004. L. 2008: (1) amended, p. 36, � 2, effective August 5. L. 2009: Entire section R&RE, (HB 09-1248), ch. 252, p. 1134, � 20, effective May 14.