Colorado § 7-128-402 Limitation of certain liabilities of directors and officers

Colorado Statutes

§ 7-128-402 — Limitation of certain liabilities of directors and officers

Colorado·Title 07 Corporations·Art. Directors and Officers

(1)If so provided in the articles of incorporation, the nonprofit corporation shall eliminate or limit the personal liability of a director to the nonprofit corporation or to its members for monetary damages for breach of fiduciary duty as a director; except that any such provision shall not eliminate or limit the liability of a director to the nonprofit corporation or to its members for monetary damages for any breach of the director's duty of loyalty to the nonprofit corporation or to its members, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, acts specified in section 7-128-403 or 7-128-501 (2), or any transaction from which the director directly or indirectly derived an improper personal benefit. No such provision sh

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(1) If so
provided in the articles of incorporation, the nonprofit corporation shall eliminate or
limit the personal liability of a director to the nonprofit corporation or to its
members for monetary damages for breach of fiduciary duty as a director; except
that any such provision shall not eliminate or limit the liability of a director to the
nonprofit corporation or to its members for monetary damages for any breach of
the director's duty of loyalty to the nonprofit corporation or to its members, acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, acts specified in section 7-128-403 or 7-128-501 (2), or any
transaction from which the director directly or indirectly derived an improper
personal benefit. No such provision shall eliminate or limit the liability of a director
to the nonprofit corporation or to its members for monetary damages for any act or
omission occurring before the date when such provision becomes effective.

(2) No director or officer shall be personally liable for any injury to person or
property arising out of a tort committed by an employee unless such director or
officer was personally involved in the situation giving rise to the litigation or unless
such director or officer committed a criminal offense in connection with such
situation. The protection afforded in this subsection (2) shall not restrict other
common law protections and rights that a director or officer may have. This
subsection (2) shall not restrict the nonprofit corporation's right to eliminate or limit
the personal liability of a director to the nonprofit corporation or to its members for
monetary damages for breach of fiduciary duty as a director as provided in
subsection (1) of this section.

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