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Colorado Revised Statutes Title 7. Corporations and Associations § 7-122-107. Emergency bylaws

Current as of January 01, 2022 | Updated by FindLaw Staff

(1) Unless otherwise provided in the articles of incorporation, the board of directors may adopt bylaws to be effective only in an emergency as defined in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may include all provisions necessary for managing the nonprofit corporation during the emergency, including:

(a) Procedures for calling a meeting of the board of directors;

(b) Quorum requirements for the meeting;  and

(c) Designation of additional or substitute directors.

(2) All provisions of the regular bylaws consistent with the emergency bylaws shall remain in effect during the emergency. The emergency bylaws shall not be effective after the emergency ends.

(3) Corporate action taken in good faith in accordance with the emergency bylaws:

(a) Binds the nonprofit corporation;  and

(b) May not be the basis for imposition of liability on any director, officer, employee, or agent of the nonprofit corporation on the ground that the action was not authorized corporate action.

(4) An emergency exists for the purposes of this section if a quorum of the directors cannot readily be obtained because of some catastrophic event.

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Cite this article: FindLaw.com - Colorado Revised Statutes Title 7. Corporations and Associations § 7-122-107. Emergency bylaws - last updated January 01, 2022 | https://codes.findlaw.com/co/title-7-corporations-and-associations/co-rev-st-sect-7-122-107.html

Read this complete Colorado Revised Statutes Title 7. Corporations and Associations § 7-122-107. Emergency bylaws on Westlaw

FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature or via Westlaw before relying on it for your legal needs.

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