Corporate Board Meeting and Written-Consent Requirements in Colorado

At a glance

Requirements one by one

C.R.S. § 7-101-401(11), § 7-108-101, and § 7-108-103 place an ordinary domestic for-profit corporation under the Colorado Business Corporation Act. The corporation ordinarily has a board of one or more members, and corporate powers and affairs sit under that board's authority and direction, subject to a different arrangement stated in the articles.

Meeting calls and adjournment depend on the governing documents

Section 7-108-201 permits regular or special meetings inside or outside Colorado and allows a meeting conducted entirely by remote communication without a designated place. The Act does not give each director a default power to call a meeting or state a general board-adjournment procedure. The bylaws and valid prior board resolutions need to supply those details.

An emergency is different. C.R.S. § 7-102-107 and § 7-103-103 define it as a catastrophic event that prevents a quorum from being readily obtained. Emergency bylaws may change caller procedure, quorum, and director substitutions; the statutory fallback permits practicable notice and specified officers to count as directors when needed for quorum.

Special meetings default to two days' notice

Under § 7-108-203, regular meetings default to no notice. Special meetings default to at least two days' notice of the date, time, and any place or remote access. The bylaws may choose a longer or shorter period. Purpose need not be stated unless the bylaws require it.

C.R.S. § 7-90-105(1)-(2) makes written notice the ordinary route but permits oral notice when reasonable under the circumstances. Delivery may be personal, by telephone or electronic transmission, by mail, or by private carrier. A non-paper-reproducible electronic method additionally requires a perceivable record and written sender-recipient consent.

A written, signed waiver may be made before or after the meeting and should be delivered for the corporate records, although § 7-108-204 says delivery and filing are not conditions of effectiveness. Attendance or participation waives notice unless the director timely objects and does not later vote for or assent to the affected action. A separate objection is available when the bylaws required special notice of a particular purpose.

A remote meeting still requires simultaneous hearing

Unless the bylaws say otherwise, § 7-108-201 permits any director to participate or the board to conduct the whole meeting through communications by which all participating directors can hear one another during the meeting. Qualifying participation counts as presence in person. A delayed email exchange does not meet that test and belongs under the separate written-consent rule.

Colorado does not permit a below-majority ordinary quorum

For a fixed-size board, § 7-108-205 sets quorum at a majority of the fixed number. For a board with a permitted range, quorum is a majority of the number fixed within that range or, if no number is fixed, the directors in office immediately before the meeting. The bylaws may require a greater number, but the statute does not authorize a reduction below those majority baselines.

Quorum must exist when the vote is taken. Once it does, a majority of the directors present ordinarily acts unless the Act or bylaws require more. For a five-director fixed board, three directors make quorum; if those three attend, two affirmative votes ordinarily act.

A present director must preserve dissent or abstention

Section 7-108-205 treats a present director as assenting unless the director timely objects to the meeting, contemporaneously asks that a specific dissent or abstention enter the minutes, or causes notice of the specific dissent or abstention to be received before adjournment or promptly afterward. A director who votes in favor cannot use the dissent or abstention route for that action.

No-meeting action is unanimous until the last signature

Unless the bylaws require a meeting, § 7-108-202 requires every board member to consent in writing. Action is taken when the last director signs a writing that describes it. Before that moment, any director may revoke by a signed writing received by the secretary or another authorized recipient. The directors may establish a different effective date.

C.R.S. § 7-90-102(19.8), (19.9), (60.5), and (66) recognizes electronic records, retainable electronic transmissions, and electronic signatures, so a qualifying electronic document can satisfy the writing and signature rules. Section 7-116-101 requires the corporation to keep the resulting no-meeting action as a permanent written record. The statute states no later notice route for nonconsenting directors because the default threshold is unanimous.

Committees inherit board procedure but not every board power

Under § 7-108-206, the board may create a committee of one or more directors. Creation and appointments require the greater of a majority of all directors in office or the number the bylaws require for board action. The meeting, consent, notice, waiver, quorum, and voting sections apply to committees and members.

A delegated committee cannot authorize distributions; propose or approve shareholder-required action; fill board or committee vacancies; amend articles; adopt, amend, or repeal bylaws; approve a no-vote conversion or merger; approve share reacquisition except under a board formula; or handle issuance, sale, or terms of shares beyond board-prescribed limits. Delegation alone does not prove that a director met the statutory conduct standard.

Minutes are permanent, and ratification has its own procedure

C.R.S. § 7-108-301(3) requires the bylaws or board to assign an officer responsibility for preparing and maintaining meeting minutes and other required records. Section 7-116-101 requires permanent written records of board minutes, board action without a meeting, committee action in place of the board, and meeting-notice waivers.

Colorado also has an express defective-action statute. C.R.S. § 7-103-106(1)-(4) requires a board ratification action that identifies the original action, date, authorization failure, and approval. The current quorum and vote for the action apply; shareholder approval is also required when the original action required it. The statute adds prompt notice, a 120-day challenge statement, and separate filing requirements when the original action required a filing. A later minute entry alone is not the statutory ratification process.

What trips people up

Colorado's variable-board quorum does not always use the directors currently in office. If the bylaws or authorized board action fixed a number within the range, quorum measures that fixed number; the immediately-before-the-meeting fallback applies only when no number was fixed.

A consent remains revocable until the final director signs. Sending a signed consent is not enough to lock it in if a valid signed revocation reaches the secretary or other authorized recipient first.

The defective-action statute does not make every informal correction valid. It has its own board, possible shareholder, notice, challenge-period, and filing steps, and a disputed cure may require advice about the full § 7-103-106 process.

Common questions

Can any Colorado director call a special meeting?

The Colorado Business Corporation Act does not give every director that default power. Check the current bylaws and any valid board resolution assigning caller authority.

Can the bylaws set a one-third board quorum?

No. Section 7-108-205 keeps the ordinary quorum at no fewer than a majority of the applicable fixed or variable-board denominator, though the bylaws may require more.

Can a Colorado board act by majority email consent?

Not under the default rule. Every director must consent in writing unless the bylaws require the action to be taken at a meeting. A majority may act at a properly conducted meeting when quorum and any greater vote requirement are met.

Does a remote participant count toward quorum?

Yes, when the bylaws do not bar the method and all participating directors can hear one another during the meeting. Section 7-108-201 then treats the director as present in person.

Statutes and sources

• C.R.S. §§ 7-90-102, 7-90-105, 7-101-401, 7-102-107, 7-103-103, 7-103-106, 7-108-101, 7-108-103, 7-108-201 through 7-108-206, 7-108-301, and 7-116-101 — official Colorado Revised Statutes Title 7 printout quoted in the frontmatter above, accessed August 15, 2026.