Overall corporate planning may require options to modify, limit or expand provisions that are authorized by statute. Certain 
provisions 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!
