Colorado § 7-128-401 General standards of conduct for directors and officers

Colorado Statutes

§ 7-128-401 — General standards of conduct for directors and officers

Colorado § 7-128-401

Title 07Corporations

Art.Directors and Officers

This text of Colorado § 7-128-401 (General standards of conduct for directors and officers) 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. § 7-128-401 (2026).

Text

(1)Each director shall discharge the director's duties as a director, including the director's duties as a member of a committee of the board, and each officer with discretionary authority shall discharge the officer's duties under that authority:

(a)In good faith;

(b)With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

(c)In a manner the director or officer reasonably believes to be in the best interests of the nonprofit corporation.

(2)In discharging duties, a director or officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

(a)One or more officers or employees of the nonprofit corporation whom the direc

Free access — add to your briefcase to read the full text and ask questions with AI

(1)
Each director shall discharge the director's duties as a director, including the
director's duties as a member of a committee of the board, and each officer with
discretionary authority shall discharge the officer's duties under that authority:

(a) In good faith;

(b) With the care an ordinarily prudent person in a like position would
exercise under similar circumstances; and

(c) In a manner the director or officer reasonably believes to be in the best
interests of the nonprofit corporation.

(2) In discharging duties, a director or officer is entitled to rely on
information, opinions, reports, or statements, including financial statements and
other financial data, if prepared or presented by:

(a) One or more officers or employees of the nonprofit corporation whom the
director or officer reasonably believes to be reliable and competent in the matters
presented;

(b) Legal counsel, a public accountant, or another person as to matters the
director or officer reasonably believes are within such person's professional or
expert competence;

(c) Religious authorities or ministers, priests, rabbis, or other persons whose
position or duties in the nonprofit corporation, or in a religious organization with
which the nonprofit corporation is affiliated, the director or officer believes justify
reliance and confidence and who the director or officer believes to be reliable and
competent in the matters presented; or

(d) In the case of a director, a committee of the board of directors of which
the director is not a member if the director reasonably believes the committee
merits confidence.

(3) A director or officer is not acting in good faith if the director or officer has
knowledge concerning the matter in question that makes reliance otherwise
permitted by subsection (2) of this section unwarranted.

(4) A director or officer is not liable as such to the nonprofit corporation or
its members for any action taken or omitted to be taken as a director or officer, as
the case may be, if, in connection with such action or omission, the director or
officer performed the duties of the position in compliance with this section.

(5) A director, regardless of title, shall not be deemed to be a trustee with
respect to the nonprofit corporation or with respect to any property held or
administered by the nonprofit corporation including, without limitation, property
that may be subject to restrictions imposed by the donor or transferor of such
property.

(6) A director or officer of a nonprofit corporation, in the performance of
duties in that capacity, shall not have any fiduciary duty to any creditor of the
nonprofit corporation arising only from the status as a creditor.

(7) No person shall be liable in contract or tort merely by reason of being a
director, officer, or member of a nonprofit corporation that was suspended,
declared defunct, administratively dissolved, or dissolved by operation of law, and
the business or activities of which have been continued for nonprofit purposes, with
or without knowledge of the suspension, declaration, or dissolution, and the
business and activities of which have not been wound up.