C.R.S. Section 11-103-501
Directors and officers

(1)

The affairs of a state bank shall be managed by a board of directors, which shall exercise its powers and be responsible for the discharge of its duties. The number of directors, not fewer than three nor more than twenty-five, shall be as fixed by the bylaws, and the number so fixed shall be the board, regardless of vacancies. At least three-fourths of the directors shall be citizens of the United States, and a majority shall be residents of this state. A director need not own shares. No director may serve who has been convicted of fraud involving any financial institution or of a felony, but the banking board may waive this provision regarding a felony if it determines that the particular felony does not jeopardize the person’s ability to act as a director. A director who is disqualified may be removed by the board of directors or by the banking board. No action taken by a director prior to his or her resignation or removal shall be subject to attack on the ground of his or her disqualification.

(2)

Directors shall receive such reasonable compensation as the bylaws may prescribe and shall serve until their successors are elected and qualify.

(3)

Directors shall be elected by the stockholders at the first meeting, and thereafter, at the annual meeting or at a special meeting called for the purpose. If the charter provides for cumulative voting, the votes of each share may be cast for one person or divided among two or more, as the stockholder may choose. The person (to the number of directors to be elected) having the largest number of votes shall be elected.

(4)

The term of office of directors shall be one year. Vacancies may be filled by vote of the board of directors until the next meeting of the stockholders.

(5)

A director may be removed by the stockholders at a meeting. Where cumulative voting for directors is provided in the charter, no director shall be removed unless the votes cast against a motion for his or her removal are less than the total number of shares outstanding divided by the number of authorized directors, but all of the directors shall be removed if a majority of the outstanding shares approves a motion for the removal of all.

(6)

The officers designated by the bylaws shall be elected by the board of directors. A member of the board of directors shall be elected president. No officer shall be elected for a period longer than one year. No person may be employed as an officer of a state bank who has been convicted of fraud involving any financial institution or of a felony, but the banking board may waive this provision regarding a felony if it determines that the particular felony does not jeopardize the person’s ability to act as an officer. An officer may be removed by the board of directors at any time, but removal shall not prejudice any rights that the officer may have to damages for breach of contract of employment, unless the officer falsely answered any question or made any material misstatement of facts relating to any matter leading to or constituting any inducement to such employment.

Source: Section 11-103-501 — Directors and officers, https://leg.­colorado.­gov/sites/default/files/images/olls/crs2023-title-11.­pdf (accessed Oct. 20, 2023).

11‑103‑101
General corporate powers 11‑103‑102
Trust, fiduciary, and agency powers - when authorized 11‑103‑103
State bank organized as a limited liability company 11‑103‑201
Capital 11‑103‑202
Inadequacy of capital - assessments 11‑103‑203
Liability of shareholders 11‑103‑301
Incorporators 11‑103‑302
Application fees 11‑103‑303
Application for de novo charter or charter conversion 11‑103‑304
Procedure for granting or denying charter 11‑103‑401
Subscription calls 11‑103‑402
First meetings of stockholders - director’s oath - bylaws 11‑103‑403
Stockholders’ meetings - voting trusts - preemptive right - transfer of stock 11‑103‑404
Waiver of notice - meeting or vote 11‑103‑405
Amendment of articles - change of location - authorized but unissued stock 11‑103‑406
Dividends - when payable 11‑103‑501
Directors and officers 11‑103‑502
Directors’ meetings - duties 11‑103‑503
Waiver of notice - meeting or vote 11‑103‑601
Director and officer insurance and fidelity bonds - legislative declaration 11‑103‑602
Indemnification and personal liability of directors, officers, employees, and agents 11‑103‑603
Deposit insurance - membership in federal reserve system - federal national mortgage association 11‑103‑701
Merger or conversion 11‑103‑702
Approval of merger by directors 11‑103‑703
Approval by banking board 11‑103‑704
Approval by stockholders - rights of dissenters 11‑103‑705
Effective date of merger - certificate 11‑103‑706
Continuation of corporate entity 11‑103‑707
Conversion from state bank to national and vice versa 11‑103‑708
Nonconforming assets 11‑103‑709
Sale of all assets of bank, branch, or department 11‑103‑801
Voluntary liquidation and dissolution 11‑103‑802
Involuntary liquidation by banking board - reorganization 11‑103‑803
Reorganization plan 11‑103‑804
Liquidation by commissioner - procedure 11‑103‑805
Federal deposit insurance corporation or successor as liquidator 11‑103‑806
Assets sold or pledged as security 11‑103‑807
Enforcement of directors’ liability 11‑103‑808
Emergency grant of new charter 11‑103‑809
Emergency grant of branch facility - legislative declaration 11‑103‑810
Preapproved shelf charter
Green check means up to date. Up to date

Current through Fall 2024

§ 11-103-501’s source at colorado​.gov