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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.

Section Modification Corporate Articles Corporate Bylaws Other Corporate Action
7-101-401(36) Creating Voting Groups X
7-102-107 Prohibiting Emergency Bylaws X
7-103-101 Limiting Corporate Purpose X
7-103-102 Limiting Corporate Power X
7-106-101 Additional Classes of Shares X
7-106-102 Authorizing Series Shares X
7-106-202 Reserving the power to issue shares to shareholders X
7-106-202(6) Prohibiting the issuance of par value shares at less than par X X
7-106-203(2) Providing personal liability to shareholders or subscribers X
7-106-204 Prohibit or restrict dividends X
7-106-205(2) Prohibit or restrict share rights or options X
7-106-207 Prohibit/restrict uncertified securities X
7-106-208 Implement transfer restrictions X X
7-106-301 Provide or restrict preemptive rights X X X (per shareholder agreement)
7-106-302 Prohibit/restrict the reissuance of reacquired shares X
7-106-401 Prohibit/restrict distributions to shareholders X
7-106-401(7) Requiring designations, restrictions or reservations for distributions of par value shares X X
7-107-101 Establishing time & place of annual meeting X
7-107-102 Authorizing persons to call special meetings X
7-107-102(3) Establish place of special meeting X
7-107-104(1) Prohibiting shareholder written consents X
7-107-104(1) Permitting consent by shareholders holding a majority of the shares X
7-107-104(2) Prohibit/restrict consent by fax X
7-107-105(2) Require the purpose in notices of annual meetings X
7-107-105(5) Require notice for adjourned shareholder meeting X
7-107-107 Fix record date X
7-107-108 Prohibit/restrict electronic communication for shareholder meeting X
7-107-202 Change one vote per share X
7-107-204 Provide for recognition of beneficial owner of nominee X X X (board resolution)
7-107-206(1) & 7-107-208 Change quorum of shareholders from majority X
7-107-206(3) Increase voting requirement of shareholders from majority X
7-107-207 Provide for voting groups X
7-107-209(2) Provide for shareholder notice to use cumulative voting X
7-108-101(1) Eliminate Board of Directors X
7-108-101(2) Limit or delegate authority of board X
7-108-102 Establish qualifications for board members X
7-108-103 Establish number of directors X
7-108-104 Establish classes of directors X
7-108-106 Stagger terms of board members X
7-108-108 Provide removal of director only for cause X
7-108-110 Limit manner to fill director vacancy X
7-108-111 Limit directors fixing their own compensation X
7-108-201 Prohibit or restrict electronic communication for director meetings X
7-108-202 Prohibit/restrict director written consents X
7-108-203(1) Require date, time and place in the notice of regular director meetings X
7-108-203(2) Require different period of notice for special director meetings X
7-108-205(1) Change quorum of board from majority X
7-108-205(3) Change vote of board from majority X
7-108-206 Limit the creation and authority of committees X
7-108-301 Delegate and designate authority of officers X
7-108-303(4) Limit removal of an officer X
7-108-402 Limiting personal liability of corporate officers and directors. X
7-108-105 Limiting application to a court regarding indemnification by director X
7-109-107 Limiting indemnification of employee, officer and agents X
7-110-102 Limiting board approval of administrative amendments to articles X
7-110-103(5) Requiring greater than a majority vote to amend articles X X (adopted by shareholders) X (board resolution)
7-110-201(1) Reserve power to amend bylaws solely to shareholders X
7-110-202 Allowing shareholders to amend bylaws to increase quorum and voting requirements X
7-111-103(5) Requiring greater than majority vote for mergers or share exchange X X (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 business X X (adopted by shareholders) X (board condition to effectiveness of the applicable transaction)
7-114-102(5) Requiring greater than majority vote of shareholders for dissolution X X (adopted by shareholders) X (board resolution)

Please remember to always contact your business attorney to discuss any specific changes or issues in your corporate documents.

Contact The McGuire Law Firm to schedule your free consultation with a Denver business attorney!

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