§ 7-128-206 — Committees of the board

Colorado § 7-128-206

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

Text

(1) Unless otherwise provided in the
bylaws and subject to the provisions of section 7-129-106, the board of directors
may create one or more committees of the board and appoint one or more directors
to serve on them.

(2) Unless otherwise provided in the bylaws, the creation of a committee of
the board and appointment of directors to it shall be approved by the greater of a
majority of all the directors in office when the action is taken or the number of
directors required by the bylaws to take action under section 7-128-205.

(3) Unless otherwise provided in the bylaws, sections 7-128-201 to 7-128-205, which govern meetings, action without meeting, notice, waiver of notice, and
quorum and voting requirements of the board of directors, apply to committees of
the board and their members as well.

(4) To the extent stated in the bylaws or by the board of directors, each
committee of the board shall have the authority of the board of directors under
section 7-128-101; except that a committee of the board shall not:

(a) Authorize distributions;

(b) Approve or propose to members action that articles 121 to 137 of this title
require to be approved by members;

(c) Elect, appoint, or remove any director;

(d) Amend articles of incorporation pursuant to section 7-130-102;

(e) Adopt, amend, or repeal bylaws;

(f) Approve a plan of conversion or plan of merger not requiring member
approval; or

(g) Approve a sale, lease, exchange, or other disposition of all, or
substantially all, of its property, with or without goodwill, otherwise than in the
usual and regular course of business subject to approval by members.

(5) The creation of, delegation of authority to, or action by a committee does
not alone constitute compliance by a director with the standards of conduct
described in section 7-128-401.

(6) Nothing in this part 2 shall prohibit or restrict a nonprofit corporation
from establishing in its bylaws or by action of the board of directors or otherwise
one or more committees, advisory boards, auxiliaries, or other bodies of any kind,
having such members and rules of procedure as the bylaws or board of directors
may provide, in order to provide such advice, service, and assistance to the
nonprofit corporation, and to carry out such duties and responsibilities for the
nonprofit corporation, as may be stated in the bylaws or by the board of directors;
except that, if any such committee or other body has one or more members thereof
who are entitled to vote on committee matters and who are not then also directors,
such committee or other body may not exercise any power or authority reserved to
the board of directors in articles 121 to 137 of this title, in the articles of
incorporation, or in the bylaws.

Legislative History

Source: L. 97: Entire article added, p. 695, � 3, effective July 1, 1998. L. 2003: IP(4) and (6) amended, p. 2342, � 306, effective July 1, 2004. L. 2007: (4)(f) amended, p. 249, � 52, effective May 29.