Colorado · Part NP
Colorado Revised Nonprofit Corporation Act — Plain-English Summary
Every section of this body of law translated into plain English for Colorado board members and homeowners.
General provisions
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§7-121-101
Articles 121 to 137 of Title 7 are the Colorado Revised Nonprofit Corporation Act. Most Colorado associations are nonprofit corporations, so this Act fills t…
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§7-121-401
Defines articles of incorporation, board of directors, bylaws, members, notice, and the other corporate terms used in the Nonprofit Act.
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§7-121-402
When a notice is effective under the Nonprofit Act (mail, in-person, electronic) and how newspaper notice is counted. CCIOA's meeting-notice rules in §38-33.…
Incorporation
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§7-122-101
One or more persons may incorporate a Colorado nonprofit corporation by delivering articles of incorporation to the Secretary of State.
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§7-122-102
Lists the required contents of the articles of incorporation (name, registered agent, incorporators, whether the corporation will have voting members) and op…
Purposes and powers
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§7-123-101
A nonprofit corporation may be organized for any lawful purpose. An HOA's purpose is typically stated as operating the common interest community.
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§7-123-102
Unless the articles limit them, a nonprofit corporation has the powers listed here (sue and be sued, make contracts, borrow, hold property, elect directors a…
Members
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§7-126-101
A nonprofit corporation may have voting members, nonvoting members, or both, as the articles or bylaws provide. In a CCIOA association, membership is all uni…
Member meetings
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§7-127-101
Unless the bylaws eliminate it, a nonprofit corporation with voting members holds an annual members' meeting. CCIOA separately requires a unit-owner meeting …
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§7-127-102
A special members' meeting may be called as the bylaws provide, or by the board, or by written demand of members holding the percentage the bylaws (or this s…
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§7-127-104
Member-meeting notice is fair and reasonable if it states place, date, and time and is given no fewer than 10 days (or 30 days if not first-class or register…
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§7-127-105
A member may waive notice in writing. Attendance at a meeting waives objection to notice unless the member objects at the beginning of the meeting to holding…
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§7-127-107
If the bylaws allow it, members may act without a meeting by written consent in the manner this section describes. Secret-ballot board elections under CCIOA …
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§7-127-108
Unless the bylaws provide otherwise, members may participate in a meeting by telephone or other telecommunications by which all persons participating can hea…
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§7-127-109
Unless prohibited by the bylaws, any action the members could take at a meeting may be taken by written ballot, with the form and timing this section requires.
Voting
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§7-127-201
After fixing a record date, the corporation must prepare an alphabetical list of members entitled to notice and vote. Members may inspect the list as this se…
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§7-127-202
Unless the articles or bylaws provide otherwise, each member is entitled to one vote. For a CCIOA association the declaration's allocated interests, not this…
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§7-127-203
A member entitled to vote may vote by proxy appointed in writing. A proxy is valid for eleven months unless it states a longer term, and is revocable as this…
Directors
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§7-128-101
A nonprofit corporation must have a board of directors. Corporate powers are exercised by or under the authority of, and the business managed under the direc…
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§7-128-102
A director must be an individual who is at least 18. The articles or bylaws may require additional qualifications (for example that a director be a unit owner).
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§7-128-103
A board must consist of one or more directors, with the number specified in or fixed in accordance with the bylaws.
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§7-128-104
If the corporation has voting members, directors are elected by the members at each annual meeting unless the articles or bylaws provide another method. CCIO…
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§7-128-105
The terms of directors are as the bylaws provide. A decrease in the number of directors does not shorten an incumbent's term. A director continues to serve u…
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§7-128-108
Members may remove a director they elected, with or without cause, unless the bylaws allow removal only for cause. Removal requires the same vote that would …
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§7-128-109
The district court may remove a director in a proceeding commenced by the corporation or by members holding at least 10 percent of the votes, for fraudulent …
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§7-128-111
Unless the articles or bylaws provide otherwise, a vacancy on the board may be filled by the remaining directors. CCIOA §38-33.3-303(3) also lets the associa…
Board meetings
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§7-128-201
The board may hold regular or special meetings in or out of state. CCIOA §38-33.3-308 requires that association board meetings be open to owners, with a limi…
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§7-128-203
Regular board meetings may be held without notice of date, time, place, or purpose if the bylaws so provide. Special board meetings require at least two days…
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§7-128-205
Unless the bylaws require a greater number, a quorum of the board is a majority of the number of directors in office immediately before the meeting. If a quo…
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§7-128-206
The board may create committees and appoint directors to serve on them. A committee may exercise board authority as the board specifies, except for the actio…
Officers
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§7-128-301
Unless the bylaws provide otherwise, a nonprofit corporation has a president, a secretary, a treasurer, and any other officers the board or bylaws designate.…
Standards of conduct
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§7-128-401
Each director, and each officer with discretionary authority, must act in good faith, with the care an ordinarily prudent person in a like position would exe…
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§7-128-402
The articles may limit or eliminate a director's personal liability to the corporation or members for money damages, except for wanton or willful acts, impro…
Conflicts
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§7-128-501
A conflicting-interest transaction is not voidable solely because a director is interested if it is fair to the corporation, or is approved by disinterested …
Amendment
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§7-130-201
The board may amend the bylaws unless the articles, CCIOA, or the bylaws reserve that power to the members. Members may amend the bylaws even if the board ma…
Records
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§7-136-101
A nonprofit corporation must keep as permanent records minutes of members' and board meetings, a record of actions without a meeting, and appropriate account…
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§7-136-102
A member may inspect and copy the records listed in §7-136-101(5) during regular business hours at the principal office on written demand given at least five…
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§7-136-105
Without the board's consent, a membership list may not be obtained or used to solicit money or property (unless it will be used solely to solicit votes of th…
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§7-136-106
On written request, a nonprofit corporation must furnish a member with its latest annual financial statements, including a balance sheet and a statement of o…
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§7-136-107
A Colorado nonprofit corporation must file the periodic report the Secretary of State requires. This is separate from the annual HOA registration with the Di…
Frequently asked about Part NP
- What is Colorado Part NP?
- Colorado Part NP — the Colorado Revised Nonprofit Corporation Act — is the body of law that governs how every Colorado nonprofit corporation is structured, operated, and held accountable. It covers governance, voting, records, assessments, fining, and most of the day-to-day legal questions a board will face.
- How many sections are in Part NP?
- Part NP contains 40 sections in this reference. Each is summarized in plain English on its own page, with links to the official text at leg.colorado.gov.
- Is the summary on this site legal advice?
- No. These pages are plain-English summaries prepared by SoShiny for board members and managers. For binding legal advice or interpretation of how a section applies to your specific situation, consult a Colorado-licensed attorney.
- How often does Colorado Part NP change?
- The Colorado General Assembly can amend any chapter in any session. We update these summaries when we re-import the official text — see the 'Last updated' date on each section page.
- Does SoShiny enforce Part NP for me?
- No software 'enforces' a statute — but SoShiny is built around it. Voting, meeting minutes, records access, fining workflow, and audit trails are designed to meet this body of law's requirements out of the box, so the board can demonstrate good-faith compliance if challenged.
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