2017 Colorado Revised Statutes
Title 7 - Corporations and Associations
Partnerships
Article 63 - Colorado Limited Partnership Association Act
§ 7-63-110. Management - officers, managers, and members
(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.
