Section 10-3-112 - Directors - terms - election - conflicts of interest - recovery of profits(1)(a) The business of insurance companies incorporated under the laws of this state shall be managed by a board of directors consisting of such number of directors, not less than three, as may be prescribed by the articles of incorporation or bylaws, and said directors shall hold office until their successors are duly elected and qualified. Such directors shall be nominated and elected in the manner prescribed by the bylaws of the company not inconsistent with the laws of this state. No director may serve who has been convicted of fraud involving any financial institution or of a felony, but the commissioner may waive this provision regarding a felony if he or she determines that the particular felony does not jeopardize the person's ability to act as a director.(b)(I) Each executive officer and director of a domestic company applying for a certificate of authority to do business in Colorado shall submit a set of fingerprints to the commissioner. The commissioner shall forward such fingerprints to the Colorado bureau of investigation for the purpose of conducting a state and national fingerprint-based criminal history record check utilizing records of the Colorado bureau of investigation and the federal bureau of investigation. Only the actual costs of such record check must be borne by the employer.(II) When the results of a fingerprint-based criminal history record check of a person performed pursuant to this subsection (1)(b) reveal a record of arrest without a disposition, the commissioner shall require that person to submit to a name-based judicial record check, as defined in section 22-2-119.3(6)(d).(2) Every domestic insurance company shall report within thirty days to the commissioner any change in its executive officers or directors, including in its report a statement of the business and professional affiliations of any new executive officer or director. For purposes of this subsection (2), the term "executive officer" includes only the following: Chairman of the board of directors, president, executive vice-president, secretary, and treasurer.(3) No director, officer, or employee having any authority in the investment or disposition of the funds of a domestic insurance company shall accept, except on behalf of the company, or be the beneficiary of any fee, brokerage, gift, or other emolument because of any investment, loan, deposit, purchase, sale, payment, or exchange made by or for the company; but a director who is not otherwise an officer or employee of the company may receive reasonable compensation for necessary services performed for sales or purchases made to or for the company in the ordinary course of its business and in the usual private professional or business capacity of such director.(4) Any profit or gain received by or on behalf of any person in violation of subsection (3) of this section shall inure to and be recoverable by the company. Suit to recover such profit may be instituted in any court of competent jurisdiction by the company, or by any stockholder of the company in its name and in its behalf if the company fails or refuses to bring such suit within sixty days after request in writing or fails diligently to prosecute the same thereafter; but no such suit shall be brought more than two years after the date such profit was realized.Amended by 2022 Ch. 114,§3, eff. 4/21/2022.Amended by 2019 Ch. 125,§2, eff. 4/18/2019.L. 13: p. 346, § 31. C.L. § 2502. L. 33: p. 614, § 1. CSA: C. 87, § 29. CRS 53: § 72-1-43. C.R.S. 1963: § 72-1-43. L. 67: p. 163, § 1. L. 69: p. 510, § 1. L. 2002: (1) amended, p. 970, § 1, effective June 1.