2020 Colorado Revised Statutes
Title 7 - Corporations And Associations
Article 128. Directors and Officers
Section 7-128-108. Removal of directors.

(1) Directors elected by voting members or directors may be removed as follows:

1. The voting members may remove one or more directors elected by them with orwithout cause unless the bylaws provide that directors may be removed only for cause.

2. If a director is elected by a voting group, only that voting group may participate inthe vote to remove that director.

3. Subject to section 7-127-208 (3), a director may be removed only if the number ofvotes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.

4. A director elected by voting members may be removed by the voting members onlyat a meeting called for the purpose of removing that director, and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director.

5. An entire board of directors may be removed under paragraphs (a) to (d) of thissubsection (1).

6. A director elected by the board of directors may be removed with or without cause bythe vote of a majority of the directors then in office or such greater number as is stated in the bylaws; except that a director elected by the board of directors to fill the vacancy of a director elected by the voting members may be removed without cause by the voting members, but not the board of directors.

7. (Deleted by amendment, L. 2000, p. 983, § 83, effective July 1, 2000.) (2) Unless otherwise provided in the bylaws:

1. An appointed director may be removed without cause by the person appointing thedirector;

2. The person removing the director shall do so by giving written notice of the removalto the director and to the nonprofit corporation; and

3. A removal is effective when the notice is received by both the director to be removedand the nonprofit corporation unless the notice states a later effective date.

3. A designated director may be removed by an amendment to the bylaws deleting orchanging the designation.

4. Repealed.

Source: L. 97: Entire article added, p. 690, § 3, effective July 1, 1998. L. 2000: (1)(g) amended and (4) added, p. 983, § 83, effective July 1. L. 2002: (4) amended, p. 1855, § 138, effective July 1; (4) amended, p. 1720, § 140, effective October 1. L. 2003: (1)(f) and (2)(c) amended, p. 2341, § 303, effective July 1, 2004. L. 2004: (4) repealed, p. 1511, § 298, effective July 1.