Colorado § 11-103-101 General corporate powers

Colorado Statutes

§ 11-103-101 — General corporate powers

Colorado § 11-103-101

Title 11Financial

Art.Organization and

This text of Colorado § 11-103-101 (General corporate powers) 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. § 11-103-101 (2026).

Text

(1)A state bank may be organized to exercise the powers provided in this code.

(2)Subject to the provisions of section 11-103-102, a state bank organized under the laws of this state shall, without specific mention thereof in its charter, have all the powers conferred by this code and the following additional general corporate powers:

(a)To continue perpetually as a corporation;

(b)To make contracts;

(c)To sue and be sued, complain, and defend in its corporate name;

(d)To have a corporate seal, which may be altered at pleasure, and to use the same by causing it or a facsimile thereof to be impressed or affixed, or in any manner reproduced;

(e)To make, alter, amend, and repeal bylaws, not inconsistent with its charter or with law, for the administration and regulation of

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(1) A state bank may be organized to
exercise the powers provided in this code.

(2) Subject to the provisions of section 11-103-102, a state bank organized
under the laws of this state shall, without specific mention thereof in its charter,
have all the powers conferred by this code and the following additional general
corporate powers:

(a) To continue perpetually as a corporation;

(b) To make contracts;

(c) To sue and be sued, complain, and defend in its corporate name;

(d) To have a corporate seal, which may be altered at pleasure, and to use
the same by causing it or a facsimile thereof to be impressed or affixed, or in any
manner reproduced;

(e) To make, alter, amend, and repeal bylaws, not inconsistent with its
charter or with law, for the administration and regulation of the affairs of the
corporation;

(f) To elect, appoint, or remove officers and agents of the bank and to define
their duties and fix their compensation;

(g) To adopt and operate reasonable bonus, profit-sharing, and pension plans
for officers and employees;

(h) To grant, subject to approval of the banking board, and by vote of two-thirds of the outstanding voting stock voted at a meeting of the stockholders,
options to purchase, sell, or enter into agreements to sell shares of its capital stock
to its employees, whether or not such transactions qualify for special tax treatment
under the Internal Revenue Code, as amended, and rules promulgated thereunder.

(3) A state bank, organized under the laws of this state, if so provided in its
charter, has the general corporate power to eliminate or limit the personal liability
of a director to the corporation or to its stockholders for monetary damages for
breach of fiduciary duty as a director; except that such provision shall not eliminate
or limit the liability of a director to the corporation or to its shareholders for
monetary damages for: Any breach of the director's duty of loyalty to the
corporation or its stockholders, acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, or any transaction from which
the director derived an improper personal benefit. No such provision shall eliminate
or limit the liability of a director to the corporation or to its shareholders for
monetary damages for any act or omission occurring prior to the date when such
provision becomes effective.

(4) A state bank, organized under the laws of this state, without specific
mention in its charter, shall also have the power, in addition to all other powers, to
make contributions to, or for the use or benefit of, the following:

(a) The United States, any state, territory, or political subdivision thereof, the
District of Columbia, or any possession of the United States for exclusively public
purposes;

(b) A corporation, foundation, trust, community chest, or other organization
created or organized in the United States, or in any state or territory, or the District
of Columbia, or any possession of the United States, and organized and operated
exclusively for religious, charitable, scientific, veteran rehabilitation service, civic
enterprise, or literary or educational purposes, or for the prevention of cruelty to
children or animals, no part of the net earnings of which inures to the benefit of any
private shareholder or individual, and no substantial part of the activities of which is
carrying on propaganda or otherwise attempting to influence legislation; or

(c) Other lawful expenditures, contributions, and donations to the extent
authorized, approved, or ratified by action of the board of directors of the
corporation, except as otherwise specifically provided or limited by its articles of
incorporation, its bylaws, or resolution duly adopted by its stockholders.

(5) A state bank organized under the laws of this state, without specific
mention in its charter, shall also have the power to act as escrow agent.

(6) If the name of a state bank organized under the laws of this state
contains the word bank, said bank need not comply with the requirements of part
6 of article 90 of title 7, C.R.S.

(7) No state bank shall commit itself, either directly or indirectly, to
undertake the responsibility for the tax liability of its shareholders or members.