Colorado § 7-128-205 Quorum and voting

Colorado Statutes

§ 7-128-205 — Quorum and voting

Colorado § 7-128-205

Title 07Corporations

Art.Directors and Officers

This text of Colorado § 7-128-205 (Quorum and voting) 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. § 7-128-205 (2026).

Text

(1)Unless a greater or lesser number is required by the bylaws, a quorum of a board of directors consists of a majority of the number of directors in office immediately before the meeting begins.

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

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

(b)No fewer than one-third 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 7-128-103 (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

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(1) Unless a greater or lesser number is
required by the bylaws, a quorum of a board of directors consists of a majority of
the number of directors in office immediately before the meeting begins.

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

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

(b) No fewer than one-third 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 7-128-103 (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 121 to 137 of this title or the
bylaws.

(4) If provided in the bylaws, for purposes of determining a quorum with
respect to a particular proposal, and for purposes of casting a vote for or against a
particular proposal, a director may be deemed to be present at a meeting and to
vote if the director has granted a signed written proxy to another director who is
present at the meeting, authorizing the other director to cast the vote that is
directed to be cast by the written proxy with respect to the particular proposal that
is described with reasonable specificity in the proxy. Except as provided in this
subsection (4) and as permitted by section 7-128-202, directors may not vote or
otherwise act by proxy.

(5) 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 written 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 nonprofit corporation promptly after
adjournment of the meeting.

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