§ 7-137-201 — Procedure to elect to accept articles 121 to 137 of this title

Colorado § 7-137-201

• Jurisdiction: Colorado
• Title 07: Corporations
• Art.: Transition Provisions

Text

(1)
Any corporate entity with shares of capital stock formed before January 1, 1968,
under article 40, 50, or 51 of this title, any corporate entity formed before January 1,
1968, under article 40 or 50 of this title without shares of capital stock, and any
corporate entity whether with or without shares of capital stock and formed before
January 1, 1968, under any general law or created by any special act of the general
assembly for a purpose for which a nonprofit corporation may be formed under
articles 121 to 137 of this title may elect to accept said articles in the following
manner:

(a) If there are members or stockholders entitled to vote thereon, the board
of directors shall adopt a resolution recommending that the corporate entity accept
articles 121 to 137 of this title and directing that the question of acceptance be
submitted to a vote at a meeting of the members or stockholders entitled to vote
thereon, which may be either an annual or special meeting. The question shall also
be submitted whenever one-twentieth of the members or stockholders entitled to
vote thereon so request. Written notice stating that the purpose, or one of the
purposes, of the meeting is to consider electing to accept said articles shall be
given to each member or stockholder entitled to vote at the meeting within the time
and in the manner provided in said articles for the giving of notice of meetings to
members or stockholders. Such election to accept said articles shall require for
adoption at least two-thirds of the votes that members or stockholders present at
such meeting in person or by proxy are entitled to cast.

(b) If there are no members or stockholders entitled to vote thereon, election
to accept articles 121 to 137 of this title may be made at a meeting of the board of
directors pursuant to a majority vote of the directors in office.

(2) In effecting acceptance of articles 121 to 137 of this title, the corporate
entity shall follow the requirements of the law under which it was formed, its
articles of incorporation, and its bylaws so far as applicable.

(3) If the domestic entity name of the corporate entity accepting articles 121
to 137 of this title is not in conformity with part 6 of article 90 of this title, the
corporate entity shall change its domestic entity name to conform with part 6 of
article 90 of this title. The adoption of a domestic entity name that is in conformity
with said part 6 by the members or stockholders of the corporate entity, and its
inclusion in the statement of election to accept articles 121 to 137 as the entity
name, shall be the only action necessary to effect the change. The articles of
incorporation, affidavit, or other basic organizational charter shall be deemed for all
purposes amended to conform to the entity name.

(4) All corporate entities accepting articles 121 to 137 of this title whose
articles of incorporation, affidavits of incorporation, or other basic charters, by
whatever names denominated, are not on file in the records of the secretary of
state as required by section 7-137-102 (2) shall deliver to the secretary of state, for
filing pursuant to part 3 of article 90 of this title, a certified copy of such articles of
incorporation, affidavits of incorporation, or other basic charters at the time of
delivery of the statement of election to accept articles 121 to 137 of this title.

(5) All corporate entities accepting articles 121 to 137 of this title are
reporting entities subject to part 5 of article 90 of this title, providing for periodic
reports from reporting entities, and are subject to part 7 of article 90 of this title,
providing for registered agents and service of process.

Legislative History

Source: L. 97: Entire article added, p. 751, � 3, effective July 1, 1998. L. 2000: IP(1) and (1)(d) amended, p. 987, � 101, effective July 1. L. 2003: Entire section amended, p. 2353, � 340, effective July 1, 2004. L. 2004: (4) and (5) amended, p. 1516, � 314, effective July 1. L. 2008: (3) amended, p. 24, � 20, effective August 5. L. 2010: (5) amended, (HB 10-1403), ch. 404, p. 2001, � 30, effective August 11.