§ 7-63-109 — Bylaws

Colorado § 7-63-109

• Jurisdiction: Colorado
• Title 07: Corporations
• Art.: Colorado Limited Partnership Association Act

Text

(1) The initial bylaws shall be adopted by all of the
members either before or after its articles of association are filed.

(2) The bylaws may be amended at any time, either before or after the
articles of association are filed, by all of the members.

(3) Except as otherwise provided in subsection (4) or (6) of this section:

(a) The bylaws govern all matters relating to the business and affairs of an
association;

(b) The affairs of an association governed by the bylaws include, without
limitation, the rights; duties; authority; liability; indemnification; admission and
qualifications of; limitations on and dealings and other relations among and
between the managers, officers, agents, members, transferees and other
successors to the interest of a member; and the association; and

(c) The bylaws may confer rights on and impose duties, limitations, and other
provisions for the protection or benefit of any other person or persons, including the
public, as third-party beneficiaries.

(4) Except as otherwise provided in subsection (6) of this section:

(a) The bylaws shall control over any provision of this article to the contrary
that is designated in this article as a default rule, subject to the bylaws;

(b) The provisions of this article that are so designated shall control only to
the extent that the bylaws do not otherwise provide;

(c) The other provisions of this article shall control over provisions of the
bylaws to the contrary; and

(d) The bylaws shall control only to the extent that such other provisions of
this article do not otherwise provide.

(5) The references in this article to matters that may be addressed in the
bylaws and to matters designated as default rules, subject to the bylaws or with
respect to which provisions of this article otherwise defer shall not be construed to
limit the scope of the matters governed or controlled by the bylaws.

(6) The bylaws may not:

(a) Unreasonably restrict a member's right of access to books and records;

(b) Unreasonably reduce the duty of care of a manager to the association
and its members;

(c) Eliminate the obligation of a manager to perform the manager's duty of
care in good faith; except that the bylaws may determine the standards by which
the performance of the obligation is to be measured if such standards are not
manifestly unreasonable; or

(d) Except as provided in section 7-63-111 (3) or for the restriction of rights
conferred by or arising under the bylaws, restrict the rights of, or impose duties on,
persons other than the managers, officers, agents, members and their transferees
and other successors, and the association, without the consent of such persons.

(7) Subsections (2) and (3)(c) of this section are default rules, subject to the
bylaws.

Legislative History

Source: L. 95: Entire article added, p. 793, � 18, effective May 24.