How many board members does a Colorado nonprofit need?

Colorado requires a minimum of 1 director. Section 7-128-103(1) says a board of directors "shall consist of one or more directors," with the number stated in or fixed in accordance with the bylaws, so one director satisfies the statute. Colorado goes a step further than most states: section 7-128-101(1) requires a board only "unless otherwise provided in the articles of incorporation," and where the articles give the board's authority and duties to some other person or group, the directors are relieved of them to that extent.

What is the quorum requirement for a Colorado nonprofit board?

A majority of the number of directors in office immediately before the meeting begins, unless the bylaws require a greater or lesser number (section 7-128-205(1)). The bylaws may not set the quorum below one-third of the fixed number of directors, or below one-third of the fixed number or the number in office if the board size is a range. If the bylaws allow it, a director counts as present and votes through a signed written proxy given to another director who is at the meeting, for a particular proposal described with reasonable specificity.

How long can a Colorado nonprofit board member serve?

The bylaws may state the terms of directors. If the bylaws say nothing, the term of each director is one year (section 7-128-105(1)). Directors may be elected for successive terms unless the bylaws provide otherwise, and the Act sets no maximum term. A director keeps serving after the term expires until a successor is elected, appointed, or designated and qualifies, or until the number of directors is reduced.

Colorado Nonprofit Board Requirements (2026)

What the statute requires

Governing statute: Colorado Revised Nonprofit Corporation Act, Colo. Rev. Stat. sections 7-121-101 to 7-137-301
Minimum directors: 1. Section 7-128-103(1) says a board of directors "shall consist of one or more directors," with the number stated in or fixed in accordance with the bylaws, so one director satisfies the statute. Colorado goes a step further than most states: section 7-128-101(1) requires a board only "unless otherwise provided in the articles of incorporation," and where the articles give the board's authority and duties to some other person or group, the directors are relieved of them to that extent.
Term length: The bylaws may state the terms of directors. If the bylaws say nothing, the term of each director is one year (section 7-128-105(1)). Directors may be elected for successive terms unless the bylaws provide otherwise, and the Act sets no maximum term. A director keeps serving after the term expires until a successor is elected, appointed, or designated and qualifies, or until the number of directors is reduced.
Term limits: Not specified by statute.
Quorum: A majority of the number of directors in office immediately before the meeting begins, unless the bylaws require a greater or lesser number (section 7-128-205(1)). The bylaws may not set the quorum below one-third of the fixed number of directors, or below one-third of the fixed number or the number in office if the board size is a range. If the bylaws allow it, a director counts as present and votes through a signed written proxy given to another director who is at the meeting, for a particular proposal described with reasonable specificity.
Annual meeting: Unless the bylaws eliminate the requirement, a nonprofit corporation that has voting members holds a meeting of the voting members annually (section 7-127-101(1)). Failing to hold it does not affect the validity of any corporate action and does not dissolve the corporation. The Act sets no minimum number of board meetings, and a corporation with no voting members has no annual meeting requirement.
Conflict of interest: Section 7-128-501 covers any contract, transaction, or other financial relationship between the corporation and a director, a party related to a director, or an entity in which a director is a director or officer or has a financial interest. The transaction is not void, voidable, or grounds for damages if the material facts about the relationship and the transaction were disclosed to or known by the board or committee and a majority of the disinterested directors approved it in good faith, even if those disinterested directors are fewer than a quorum, or if the members entitled to vote approved it, or if the transaction is fair to the corporation. Interested directors still count toward the quorum. A "party related to a director" covers a spouse, descendant, ancestor, sibling, the spouse or descendant of a sibling, and certain trusts and entities. Section 7-128-501(2) separately bars the corporation from lending money to a director or officer at all.
Removing a director: Voting members may remove a director they elected with or without cause unless the bylaws require cause, and only at a meeting called for that purpose with notice saying so (section 7-128-108(1)). A director elected by the board may be removed with or without cause by a majority of the directors then in office, except that a board-elected director filling a member-elected seat may be removed only by the voting members. An appointed director may be removed by whoever appointed them, and a designated director by amending the bylaws. Under section 7-128-109 a district court may remove a director, on a case brought by the corporation or by voting members holding at least ten percent of the votes, for fraudulent or dishonest conduct or gross abuse of authority or discretion, if removal is in the corporation's best interests.
Recurring state filing: A periodic report to the Secretary of State. Section 7-136-107 applies part 5 of article 90 to nonprofit corporations, and section 7-90-501 makes the report annual, with the first one due no later than the last day of the second calendar month after the first anniversary of the month the corporation was formed. Separately, a charity that solicits contributions in Colorado registers with the Secretary of State and files a financial report each year, due by the earlier of the fifteenth day of the eighth month after its fiscal year ends or the date its federal Form 990 is due (Colo. Rev. Stat. section 6-16-104).

What's particular to Colorado

Colorado is one of the few states where a nonprofit corporation does not have to have a board at all. Section 7-128-101(1) requires a board of directors only "unless otherwise provided in the articles of incorporation." If the articles hand the board's authority and duties to some other person or group, the directors are relieved of that authority and those duties to the same extent.

Board action without a meeting does not need everyone's signature here. Under section 7-128-202 the corporation sends written notice of the proposed action with a deadline, and a director who votes against it, abstains, or simply does not respond counts as abstaining. The action passes if the written votes in favor equal the number that would have carried it at a meeting where every director was present and voted. Any single director can stop the process by demanding in writing that the action not be taken without a meeting.

Colorado also allows a narrow form of director proxy voting that most states forbid outright. If the bylaws provide for it, a director may sign a written proxy telling another director who is present at the meeting how to vote on a particular proposal, and the absent director is then counted toward the quorum for that proposal (section 7-128-205(4)).

Loans to directors and officers are banned, not merely regulated. Section 7-128-501(2) says no loans shall be made by the corporation to its directors or officers, and any director or officer who assents to or participates in making one is liable to the corporation for the amount of the loan until it is repaid.

This is a summary, not legal advice.

We cite the statute so you can read it yourself, and we last checked these on September 2, 2026. Statutes change, courts interpret them, and your own bylaws may impose stricter rules than the state does. Before you rely on any of this for a decision that matters, have a lawyer licensed in Colorado review it.

Knowing the rule is the easy part.

Staying compliant means knowing whose term ends in March, whether you'll still have quorum after it does, and who hasn't signed this year's conflict of interest form. Board Manager tracks all three and tells you before they become a problem.

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Colorado nonprofit board requirements

What the statute requires

What's particular to Colorado

Knowing the rule is the easy part.

Sources

Other states