2021 Colorado Code
Title 7 - Corporations and Associations
Article 102 - Incorporation
§ 7-102-106. Bylaws

1. The board of directors or, if no directors have been elected, the incorporators may adopt initial bylaws. If neither the incorporators nor the board of directors have adopted initial bylaws, the shareholders may do so.
2. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or with the articles of incorporation.

History. Source: L. 93: Entire article added, p. 745, § 1, effective July 1, 1994.

Law reviews. For article, “Organizational Problems of the Small Business Corporation”, see 27 Dicta 79 (1950).

Annotator's note. Since § 7-102-106 is similar to § 7-5-109 as it existed prior to the 1993 recodification of the “Colorado Business Corporation Act”, articles 101 to 117 of this title, cases construing that provision and its predecessors have been included in the annotations to this section.

Directors may make bylaws if certificate so provides. This section expressly authorizes the directors, if the certificate of incorporation so provides, to make such prudential bylaws as they deem proper for the management of the affairs of the company not inconsistent with the laws of the state. Mitchell v. Colo. Fuel & Iron Co., 117 F. 723 (D. Colo. 1902 ).

And courts will interfere only in case of abuse. The matter of adopting bylaws for the government of corporations, and the manner in which their business shall be transacted, is a matter so much of discretion that a court should interfere only in a plain case of abuse. Mitchell v. Colo. Fuel & Iron Co., 117 F. 723 (D. Colo. 1902 ).

Where bylaws conflict with the articles of incorporation, the articles of incorporation control and the bylaws in conflict are void. Paulek v. Isgar, 38 Colo. App. 29, 551 P.2d 213 (1976).