§ 11-103-501 — Directors and officers

Colorado § 11-103-501

• Jurisdiction: Colorado
• Title 11: Financial
• Art.: Organization and

Text

(1) The affairs of a state bank shall be
managed by a board of directors, which shall exercise its powers and be
responsible for the discharge of its duties. The number of directors, not fewer than
three nor more than twenty-five, shall be as fixed by the bylaws, and the number so
fixed shall be the board, regardless of vacancies. At least three-fourths of the
directors shall be citizens of the United States, and a majority shall be residents of
this state. A director need not own shares. A director may not serve who has been
convicted of fraud involving any financial institution or of a felony, but the banking
board may waive this provision regarding a felony if it determines that the
particular felony does not jeopardize the person's ability to act as a director. A
director who is disqualified may be removed by the board of directors or by the
banking board. An action taken by a director prior to the director's resignation or
removal is not subject to attack on the ground of the director's disqualification.

(2) Directors shall receive such reasonable compensation as the bylaws may
prescribe and shall serve until their successors are elected and qualify.

(3) Directors shall be elected by the stockholders at the first meeting, and
thereafter, at the annual meeting or at a special meeting called for the purpose. If
the charter provides for cumulative voting, the votes of each share may be cast for
one person or divided among two or more, as the stockholder may choose. The
person (to the number of directors to be elected) having the largest number of
votes shall be elected.

(4) The term of office of directors shall be one year. Vacancies may be filled
by vote of the board of directors until the next meeting of the stockholders.

(5) A director may be removed by the stockholders at a meeting. Where
cumulative voting for directors is provided in the charter, a director shall not be
removed unless the votes cast against a motion for the director's removal are less
than the total number of shares outstanding divided by the number of authorized
directors, but all of the directors shall be removed if a majority of the outstanding
shares approves a motion for the removal of all.

(6) The officers designated by the bylaws shall be elected by the board of
directors. A member of the board of directors shall be elected president. No officer
shall be elected for a period longer than one year. No person may be employed as
an officer of a state bank who has been convicted of fraud involving any financial
institution or of a felony, but the banking board may waive this provision regarding a
felony if it determines that the particular felony does not jeopardize the person's
ability to act as an officer. An officer may be removed by the board of directors at
any time, but removal shall not prejudice any rights that the officer may have to
damages for breach of contract of employment, unless the officer falsely answered
any question or made any material misstatement of facts relating to any matter
leading to or constituting any inducement to such employment.

Legislative History

Source: L. 2003: Entire article added with relocations, p. 1091, � 3, effective July 1. L. 2014: (1) and (6) amended, (HB 14-1274), ch. 110, p. 400, � 2, effective August 6. L. 2024: (1) and (5) amended, (HB 24-1351), ch. 461, p. 3203, � 23, effective August 7.