2021 Colorado Code
Title 7 - Corporations and Associations
Article 123 - Purposes and Powers
§ 7-123-102. General Powers

1. Unless otherwise provided in the articles of incorporation, every nonprofit corporation has perpetual duration and succession in its domestic entity name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs, including the power:
   1. To sue and be sued, complain, and defend in its name;
   2. To have a corporate seal, which may be altered at will, and to use such seal, or a facsimile thereof, including a rubber stamp, by impressing or affixing it or by reproducing it in any other manner;
   3. To make and amend bylaws;
   4. To purchase, receive, lease, and otherwise acquire, and to own, hold, improve, use, and otherwise deal with, real or personal property or any legal or equitable interest in property, wherever located;
   5. To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;
   6. To purchase, receive, subscribe for, and otherwise acquire shares and other interests in, and obligations of, any other entity; and to own, hold, vote, use, sell, mortgage, lend, pledge, and otherwise dispose of, and deal in and with, the same;
   7. To make contracts and guarantees, incur liabilities, borrow money, issue notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;
   8. To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment; except that a nonprofit corporation may not lend money to or guarantee the obligation of a director or officer of the nonprofit corporation;
   9. To be an agent, an associate, a fiduciary, a manager, a member, a partner, a promoter, or a trustee of, or to hold any similar position with, any entity;
   10. To conduct its activities, locate offices, and exercise the powers granted by articles 121 to 137 of this title within or without this state;
   11. To elect or appoint directors, officers, employees, and agents of the nonprofit corporation, define their duties, and fix their compensation;
   12. To pay pensions and establish pension plans, pension trusts, profit sharing plans, and other benefit or incentive plans for any of its current or former directors, officers, employees, and agents;
   13. To make donations for the public welfare or for charitable, religious, scientific, or educational purposes and for other purposes that further the corporate interest;
   14. To impose dues, assessments, admission, and transfer fees upon its members;
   15. To establish conditions for admission of members, admit members, and issue or transfer memberships;
   16. To carry on a business;
   17. To make payments or donations and to do any other act, not inconsistent with law, that furthers the affairs of the nonprofit corporation;
   18. To indemnify current or former directors, officers, employees, fiduciaries, or agents as provided in article 129 of this title;
   19. To limit the liability of its directors as provided in section 7-128-402 (1); and
   20. To cease its corporate activities and dissolve.

2. Unless permitted by another statute of this state or otherwise permitted pursuant to section 7-123-101 (5), 7-123-101 (7), or 7-137-201, a nonprofit corporation shall not authorize or issue shares of stock.

History. Source: L. 97: Entire article added, p. 664, § 3, effective July 1, 1998. L. 2000: IP(1) and (1)(a) amended, p. 983, § 79, effective July 1. L. 2003: IP(1) amended, p. 2337, § 286, effective July 1, 2004. L. 2004: (1)(a) amended, p. 1510, § 294, effective July 1.

Law reviews. For article, “Corporate Director Liability”, see 65 Den. U. L. Rev. 59 (1988). For article, “1988 Update on Colorado Tort Reform Legislation -- Part II”, see 17 Colo. Law. 1949 (1988).

Annotator's note. Since § 7-123-102 is similar to § 7-22-101 as it existed prior to the 1997 recodification of the “Colorado Revised Nonprofit Corporation Act”, articles 121 to 137 of title 7, a case construing that provision has been included in the annotations to this section.

Charter school retains status as a public school even if organized as a nonprofit corporation. Standing to sue as a nonprofit corporation under this section is precluded by § 22-30.5-104 (4) , which grants that “while a charter school 'may' organize as a nonprofit corporation, this 'shall not affect its status as a public school for any purposes under Colorado law.'” Therefore, plaintiff charter school lacked standing to sue school district under this section. Dolores Huerta Prep. High v. Colo. State Bd. of Educ., 215 P.3d 1229 (Colo. App. 2009).

Applied in People ex rel. Meiresonne v. Arnold, 37 Colo. App. 414, 553 P.2d 79 (1976).