Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in Colorado

At a glance

Requirements one by one

Meetings and notice

Section 7-128-201 permits regular or special meetings inside or outside Colorado. Under § 7-128-203(1)-(2), a regular meeting ordinarily needs no date, time, place, or purpose notice; a special meeting ordinarily requires at least two days' date, time, and place notice. The bylaws may change the special-meeting period. Section 7-122-105 separately gives the caller for the initial organization meeting to a majority of incorporators or named directors, depending on whether initial directors appear in the articles.

Quorum, voting, and director proxies

Section 7-128-205(1) measures the default quorum by directors in office immediately before the meeting begins. Bylaws can lower the threshold to a one-third measure under subsection (2), using fixed seats or the board-size-range formula as applicable. With quorum present at the vote, a majority of directors present ordinarily acts for the board. Subsection (4) creates a narrow director-proxy option: the bylaws must permit it; the director signs a written proxy for another director who is present; and it directs a vote on a proposal described with reasonable specificity. That proxy counts for quorum and voting on that proposal only.

Remote attendance and dissent

Under § 7-128-201(2), qualifying remote participation requires all directors taking part to be able to hear one another and counts as presence in person unless bylaws vary the rule. Section 7-128-205(5)-(6) deems a present director to assent to board action unless the director makes the specified opening objection or records or delivers a dissent or abstention; a director who votes for the action cannot claim that dissent or abstention right.

What trips people up

The proxy in § 7-128-205(4) is tied to a particular, reasonably described proposal. A general authority to vote at every board meeting does not satisfy the described-proposal terms. Section 7-128-203(3) adds open-meeting access for residential nonprofit corporations; the ordinary two-day board-notice row does not describe all of that subgroup's duties.

Common questions

Who can call the organization meeting? Under § 7-122-105(1), a majority of incorporators calls it when no initial directors are named in the articles; otherwise a majority of named initial directors does.

Does attending waive a notice problem? Usually. Section 7-128-204(2) preserves a director's timely objection to missing or defective notice, or to business needing special purpose notice, if the director does not later vote for or assent to the challenged action.

Statutes and sources

• Colo. Rev. Stat. § 7-122-105, official 2026 Title 7 accessed September 30, 2026.
• Colo. Rev. Stat. § 7-128-103, official 2026 Title 7 accessed September 30, 2026.
• Colo. Rev. Stat. § 7-128-201, official 2026 Title 7 accessed September 30, 2026.
• Colo. Rev. Stat. § 7-128-203, official 2026 Title 7 accessed September 30, 2026.
• Colo. Rev. Stat. § 7-128-204, official 2026 Title 7 accessed September 30, 2026.
• Colo. Rev. Stat. § 7-128-205, official 2026 Title 7 accessed September 30, 2026.