§ 7-63-110 — Management - officers, managers, and members

Colorado § 7-63-110

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

Text

(1) Subsection
(2) of this section shall apply to an association unless its articles of association have
vested management in the members or one or more classes of members.

(2) There shall be at least one meeting of the members in each year. At least
two managers shall be elected at such meeting by the members from among their
number. Such managers shall hold their respective managerships for one year and
until their successors have been elected and qualified. The members shall also
elect the officers at such meeting. The election of a manager or officer shall require
a majority vote of the members in number and interest.

(3) The management of the business and affairs of an association may be
vested by the articles of association in the members as members or in one or more
classes of members as members of such class or classes. If management is so
vested, then:

(a) Any reference in this article to a manager or managers shall be deemed
to refer to the member or members who are so vested with management authority;
and

(b) Subsection (4) of this section shall apply to the association in lieu of
subsection (2) of this section.

(4) There shall be at least one meeting of the managers in each year. The
managers shall elect the officers at such meeting. The election of an officer shall
require a vote of a majority in number of the managers.

(5) An association may have more than one class of members and more than
one class of managers. Any class may consist of one or more members or
managers. The bylaws may provide that all or any number or portion of the
members or managers or any class or classes of members or managers consent,
vote, elect, determine, exercise authority, or otherwise act, with or without a
meeting, on a per capita or other basis on any matter, or not act or have authority on
any matter. Members and managers may be compensated for services performed
for an association as a manager, officer, member, employee, agent, or other
contractor.

(6) The duties of a manager shall be discharged in good faith, with the
degree of care an ordinary prudent person in a like position would exercise under
similar circumstances, and in a manner that the manager reasonably believes to be
in the best interests of the association. Managers and officers may rely in good
faith on the same kinds of opinions, reports, statements, data, and other information
and shall have the same kinds of defenses, limitations on liability, and other
protections as directors of a corporation formed under the Colorado Business
Corporation Act, articles 101 to 117 of this title.

(7) An association shall have officers, including a chairperson with
responsibility for presiding at meetings of managers and members and a secretary
with responsibility for the preparation, maintenance, and authentication of minutes
and the other records of the association. The officers shall be chosen from among
the managers including the representatives of any manager who is not an
individual, and shall hold their respective offices for one year and until their
successors have been elected and qualified.

(8) Officers must be individuals at least eighteen years of age.

(9) The failure to hold annual or other meetings of or elections by the
members or managers does not affect the continuation of the term of any person
elected or any other association action and does not work a dissolution or
termination of the association.

(10) Subsections (2), (4) to (7), and (9) of this section are default rules,
subject to the bylaws.

Legislative History

Source: L. 95: Entire article added, p. 794, � 18, effective May 24. L. 2003: (6) amended, p. 2249, � 147, effective July 1, 2004. L. 2004: (7) amended, p. 1448, � 151, effective July 1.