Limiting or Expanding Corporate Provisions by Denver Small Business Lawyer

Overall corporate planning may require options to modify, limit or expand provisions that are authorized by statute.  Certain Denver Business Attorneyprovisions may only be included within the Articles of Incorporation, some provisions included within the corporate bylaws and some made via other corporate action.  The chart below drafted by a Denver business attorney at The McGuire Law Firm outlines sections of the Colorado Business Corporate Act allowing for a modification of the statutory rule, the type of modification and where within the corporate documents such modification should occur.

SectionModificationCorporate ArticlesCorporate BylawsOther Corporate Action
7-101-401(36)Creating Voting GroupsX
7-102-107Prohibiting Emergency BylawsX
7-103-101Limiting Corporate PurposeX
7-103-102Limiting Corporate PowerX
7-106-101Additional Classes of SharesX
7-106-102Authorizing Series SharesX
7-106-202Reserving the power to issue shares to shareholdersX
7-106-202(6)Prohibiting the issuance of par value shares at less than parXX
7-106-203(2)Providing personal liability to shareholders or subscribersX
7-106-204Prohibit or restrict dividendsX
7-106-205(2)Prohibit or restrict share rights or optionsX
7-106-207Prohibit/restrict uncertified securitiesX
7-106-208Implement transfer restrictionsXX
7-106-301Provide or restrict preemptive rightsXXX (per shareholder agreement)
7-106-302Prohibit/restrict the reissuance of reacquired sharesX
7-106-401Prohibit/restrict distributions to shareholdersX
7-106-401(7)Requiring designations, restrictions or reservations for distributions of par value sharesXX
7-107-101Establishing time & place of annual meetingX
7-107-102Authorizing persons to call special meetingsX
7-107-102(3)Establish place of special meetingX
7-107-104(1)Prohibiting shareholder written consentsX
7-107-104(1)Permitting consent by shareholders holding a majority of the sharesX
7-107-104(2)Prohibit/restrict consent by faxX
7-107-105(2)Require the purpose in notices of annual meetingsX
7-107-105(5)Require notice for adjourned shareholder meetingX
7-107-107Fix record dateX
7-107-108Prohibit/restrict electronic communication for shareholder meetingX
7-107-202Change one vote per shareX
7-107-204Provide for recognition of beneficial owner of nomineeXXX (board resolution)
7-107-206(1) & 7-107-208Change quorum of shareholders from majorityX
7-107-206(3)Increase voting requirement of shareholders from majorityX
7-107-207Provide for voting groupsX
7-107-209(2)Provide for shareholder notice to use cumulative votingX
7-108-101(1)Eliminate Board of DirectorsX
7-108-101(2)Limit or delegate authority of boardX
7-108-102Establish qualifications for board membersX
7-108-103Establish number of directorsX
7-108-104Establish classes of directorsX
7-108-106Stagger terms of board membersX
7-108-108Provide removal of director only for causeX
7-108-110Limit manner to fill director vacancyX
7-108-111Limit directors fixing their own compensationX
7-108-201Prohibit or restrict electronic communication for director meetingsX
7-108-202Prohibit/restrict director written consentsX
7-108-203(1)Require date, time and place in the notice of regular director meetingsX
7-108-203(2)Require different period of notice for special director meetingsX
7-108-205(1)Change quorum of board from majorityX
7-108-205(3)Change vote of board from majorityX
7-108-206Limit the creation and authority of committeesX
7-108-301Delegate and designate authority of officersX
7-108-303(4)Limit removal of an officerX
7-108-402Limiting personal liability of corporate officers and directors.X
7-108-105Limiting application to a court regarding indemnification by directorX
7-109-107Limiting indemnification of employee, officer and agentsX
7-110-102Limiting board approval of administrative amendments to articlesX
7-110-103(5)Requiring greater than a majority vote to amend articlesXX (adopted by shareholders)X (board resolution)
7-110-201(1)Reserve power to amend bylaws solely to shareholdersX
7-110-202Allowing shareholders to amend bylaws to increase quorum and voting requirementsX
7-111-103(5)Requiring greater than majority vote for mergers or share exchangeXX (adopted by shareholders)X (board resolution)
7-112-101(2)Requiring shareholder approval for ordinary sales, pledging of assets or mortgages
7-112-102(6)Requiring greater than majority vote of shareholders for sales outside the normal course of businessXX (adopted by shareholders)X (board condition to effectiveness of the applicable transaction)
7-114-102(5)Requiring greater than majority vote of shareholders for dissolutionXX (adopted by shareholders)X (board resolution)

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