2021 Colorado Code
Title 7 - Corporations and Associations
Article 128 - Directors and Officers
Part 2 - Meetings and Action of the Board
§ 7-128-206. Committees of the Board

1. Unless otherwise provided in the bylaws and subject to the provisions of section 7-129-106, the board of directors may create one or more committees of the board and appoint one or more directors to serve on them.
2. Unless otherwise provided in the bylaws, the creation of a committee of the board and appointment of directors to it shall be approved by the greater of a majority of all the directors in office when the action is taken or the number of directors required by the bylaws to take action under section 7-128-205.
3. Unless otherwise provided in the bylaws, sections 7-128-201 to 7-128-205, which govern meetings, action without meeting, notice, waiver of notice, and quorum and voting requirements of the board of directors, apply to committees of the board and their members as well.
4. To the extent stated in the bylaws or by the board of directors, each committee of the board shall have the authority of the board of directors under section 7-128-101; except that a committee of the board shall not:
   1. Authorize distributions;
   2. Approve or propose to members action that articles 121 to 137 of this title require to be approved by members;
   3. Elect, appoint, or remove any director;
   4. Amend articles of incorporation pursuant to section 7-130-102;
   5. Adopt, amend, or repeal bylaws;
   6. Approve a plan of conversion or plan of merger not requiring member approval; or
   7. Approve a sale, lease, exchange, or other disposition of all, or substantially all, of its property, with or without goodwill, otherwise than in the usual and regular course of business subject to approval by members.

5. The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 7-128-401.
6. Nothing in this part 2 shall prohibit or restrict a nonprofit corporation from establishing in its bylaws or by action of the board of directors or otherwise one or more committees, advisory boards, auxiliaries, or other bodies of any kind, having such members and rules of procedure as the bylaws or board of directors may provide, in order to provide such advice, service, and assistance to the nonprofit corporation, and to carry out such duties and responsibilities for the nonprofit corporation, as may be stated in the bylaws or by the board of directors; except that, if any such committee or other body has one or more members thereof who are entitled to vote on committee matters and who are not then also directors, such committee or other body may not exercise any power or authority reserved to the board of directors in articles 121 to 137 of this title, in the articles of incorporation, or in the bylaws.

History. Source: L. 97: Entire article added, p. 695, § 3, effective July 1, 1998. L. 2003: IP(4) and (6) amended, p. 2342, § 306, effective July 1, 2004. L. 2007: (4)(f) amended, p. 249, § 52, effective May 29.