50-State Surveys / Nonprofit Corporation Director Election and Term Rules / Colorado

Nonprofit Corporation Director Election and Term Rules in Colorado

Short answer Articles may place management with persons other than a board. If there is a board, the bylaws set how successor directors are elected, appointed, or designated; otherwise voting members elect annually or, without voting members, the board elects. Terms default to one year, and bylaws may stagger groups with unequal terms.
State
Colorado
Statute checked
October 3, 2026
Sources
14 statutes
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At a glance

Governing act and board routeColorado Revised Nonprofit Corporation Act, title 7 arts. 121–137; board unless articles provide otherwise, and articles may vest board authority in others (§ 7-128-101)
Initial directors and first selectionArticles may name first directors; otherwise incorporators elect board after formation; initial terms end at first director election/appointment unless bylaws differ (§§ 7-122-102(2)(a), 7-122-105(1), 7-128-105(2))
Who chooses successor directorsBylaws set election, appointment or designation method; absent one, voting members elect annually or memberless board elects (§ 7-128-104(1), (3)–(4))
Member and class election rightsBylaws may allocate director seats to member voting groups or authorized director classes; without voting members and no bylaw method, board elects (§ 7-128-104(1)–(2))
Director term and maximumBylaws may set terms; one year if silent and successive elected terms allowed; § 7-128-105(1) states no numerical maximum (§ 7-128-105(1))
Staggered termsBylaws may divide directors into any number of staggered groups with nonuniform terms (§ 7-128-106)
Term after filling a vacancyUnless bylaws differ, replacement serves predecessor's unexpired term (§ 7-128-105(4))
Holdover after term expiresContinues until successor elected, appointed or designated and qualified, or board size decreases (§ 7-128-105(5))

Requirements one by one

Board and initial directors

The Colorado Revised Nonprofit Corporation Act ordinarily requires a board. Articles can provide otherwise or give other persons board authority (§ 7-128-101). Articles may identify initial directors (§ 7-122-102). If they do not, incorporators elect a board after incorporation (§ 7-122-105). Initial directors' terms ordinarily expire at the first meeting where directors are elected or appointed (§ 7-128-105).

Selecting successors

Bylaws set how successor directors are elected, appointed, or designated. With no bylaw method, voting members elect at each annual meeting; without voting members, the board elects (§ 7-128-104). Bylaws may allocate seats to member voting groups or authorized director classes, permit appointment by named persons or officeholders, or designate an individual or officeholder directly (§ 7-128-104).

Terms, staggering, and holdover

Bylaws may set terms; the default is one year, and successive elected terms are allowed (§ 7-128-105). The bylaws may divide directors into any number of staggered groups with unequal terms (§ 7-128-106). These provisions state no numerical maximum director term.

Unless bylaws differ, a replacement finishes the predecessor's unexpired term (§ 7-128-105). An expired-term director continues until a successor is elected, appointed, or designated and qualifies, or until the number of directors decreases (§ 7-128-105).

What trips people up

The default selector turns on whether the nonprofit has voting members. A corporation can also assign seats to separate member voting groups under its bylaws (§ 7-128-104).

Common questions

Can someone outside the membership appoint a director? Yes, if the bylaws authorize appointment by a person or officeholder (§ 7-128-104).

Does a vacancy replacement get a fresh full term? The statutory default is the unexpired predecessor term, subject to a different bylaw rule (§ 7-128-105).

Statutes and sources

Current official Colorado Revised Statutes 2026, title 7, accessed October 3, 2026. Verbatim excerpts and the official source URL appear in the statute citations above.

Source links

Every statute quoted above, linked, with the date we checked it.

Colo. Rev. Stat. § 7-128-101 · accessed 2026-10-03
Colo. Rev. Stat. § 7-128-101 · accessed 2026-10-03
Colo. Rev. Stat. § 7-122-102 · accessed 2026-10-03
Colo. Rev. Stat. § 7-122-105 · accessed 2026-10-03
Colo. Rev. Stat. § 7-128-104 · accessed 2026-10-03
Colo. Rev. Stat. § 7-128-104 · accessed 2026-10-03
Colo. Rev. Stat. § 7-128-104 · accessed 2026-10-03
Colo. Rev. Stat. § 7-128-104 · accessed 2026-10-03
Colo. Rev. Stat. § 7-128-104 · accessed 2026-10-03
Colo. Rev. Stat. § 7-128-105 · accessed 2026-10-03
Colo. Rev. Stat. § 7-128-105 · accessed 2026-10-03
Colo. Rev. Stat. § 7-128-105 · accessed 2026-10-03
Colo. Rev. Stat. § 7-128-105 · accessed 2026-10-03
Colo. Rev. Stat. § 7-128-106 · accessed 2026-10-03
This page gives general information about ordinary nonprofit director selection and terms, not advice about a particular board. The articles, bylaws, membership rights, director class, and current law can change who chooses directors and when service ends. Check the governing documents and official law with a licensed adviser before acting.

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