C.R.S. Section 7-108-401
Standards of conduct for directors and officers

(1)

Each director shall discharge the director’s duties as a director, including the director’s duties as a member of a committee, and each officer with discretionary authority shall discharge the officer’s duties under that authority:

(a)

In good faith;

(b)

With care; and

(c)

In a manner the director or officer reasonably believes to be in the best interests of the corporation.

(2)

In discharging duties under this section, a director or officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

(a)

One or more officers or employees of the corporation whom the director or officer reasonably believes to be reliable and competent with respect to the information, opinions, reports, or statements;

(b)

One or more legal counsel, accountants, or other persons retained by the corporation as to matters involving expertise or skills the director or officer reasonably believes are within the person’s professional or expert competence;

(c)

In the case of a director, a committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence; or

(d)

In the case of an officer, the board of directors or any committee of the board of directors.

(3)

A director or officer may not rely on information, opinion, reports, or statements as permitted by subsection (2) of this section if the director or officer has knowledge concerning the matter in question that makes the reliance unwarranted.

(4)

A director or officer of a corporation, in the performance of duties in that capacity, does not have any fiduciary duty to any creditor of the corporation arising only from the status as a creditor, whether the corporation is solvent or insolvent.

Source: Section 7-108-401 — Standards of conduct for directors and officers, https://leg.colorado.gov/sites/default/files/images/olls/crs2023-title-07.pdf (accessed Oct. 20, 2023).

7‑108‑101
Requirement for board of directors 7‑108‑102
Qualifications of directors 7‑108‑103
Number and election of directors 7‑108‑104
Election of directors by certain classes of shareholders 7‑108‑105
Terms of directors generally 7‑108‑106
Staggered terms for directors 7‑108‑107
Resignation of directors 7‑108‑108
Removal of directors by shareholders 7‑108‑109
Removal of directors by judicial proceeding 7‑108‑110
Vacancy on board 7‑108‑111
Compensation of directors 7‑108‑201
Meetings 7‑108‑202
Action without meeting 7‑108‑203
Notice of meeting 7‑108‑204
Waiver of notice 7‑108‑205
Quorum and voting 7‑108‑206
Committees 7‑108‑301
Officers 7‑108‑302
Duties of officers 7‑108‑303
Resignation and removal of officers 7‑108‑304
Contract rights with respect to officers 7‑108‑401
Standards of conduct for directors and officers 7‑108‑402
Standards of liabilities for directors 7‑108‑403
Limitation of certain liabilities of directors and officers 7‑108‑404
Limitation of certain remedies - definition 7‑108‑405
Liability of directors for unlawful distributions 7‑108‑501
Conflicting interest transaction - definition

California:	Codes
Colorado:	C.R.S.
Nevada:	NRS
New York:	Laws
Oregon:	OAR, ORS
Texas:	Statutes
World:	Rome Statute, International Dictionary

C.R.S. Section 7-108-401 Standards of conduct for directors and officers

(1)

(a)

(b)

(c)

(2)

(a)

(b)

(c)

(d)

(3)

(4)

C.R.S. Section 7-108-401
Standards of conduct for directors and officers