71,638 1970 Rulings Number 32-144 7-15-70 such rule or regulation shall require the in- (5) Act of July 24, 1913 (P. L. 969), enclusion of any provision in the articles which titled "An act supplementing an act, entitled is inconsistent with the provisions of the 'An act authorizing the formation of partBusiness Corporation Law as modified by nership associations in which the capital this act. Nothing in this act shall affect or subscribed shall alone be responsible for the impair the disciplinary powers of any such debts of the association, except under cercourt, department, board, commission or other tain circumstances,' approved the second agency over licensed persons or any law, day of June, Anno Domini one thousand rule or regulation pertaining to the stand- eight hundred and seventy-four; providing ards for professional conduct of licensed for increase of capital stock and amendment persons or to the professional relationship of the articles, and continuing the term between any licensed person rendering pro-existing associations, and providing for cer fessional services and the person receiving tain additional officers in such associations," professional services. absolutely. Sec. 14. Repeals.-(a) The following acts are hereby repealed to the extent indicated: (1) Act of June 2, 1874 (P. L. 271), entitled "An act authorizing the formation of partnership associations, in which the capital subscribed shall alone be responsible for the debts of the association, except under certain circumstances," absolutely. (2) Act of February 18, 1875 (P. L.. 3), entitled "An act supplementary to the act, approved the second day of June, Anno Domini eighteen hundred and seventy-four, entitled 'An Act authorizing the formation of partnership associations in which the capital subscribed shall alone be responsible for the debts of the association, except under certain circumstances,' authorizing such associations to use a common seal in the execution of deeds, bonds and mortgages, and to acknowledge such instruments by their chairman and secretary," absolutely. (3) Act of May 1, 1876 (P. L. 89), entitled "An act supplementary to the act, approved the second day of June, Anno Domini eighteen hundred and seventy-four, entitled 'An Act authorizing the formation of partnership associations, in which the capital subscribed shall alone be responsible for the debts of the association except under certain circumstances,' providing for the contribution of real and personal estate to the capital stock thereof and the service of process thereon," absolutely. (4) Act of June 8, 1895 (P. L. 186), entitled "A supplement to an act, entitled 'An act to authorize the formation of partner. ship associations in which the capital subscribed shall alone be responsible for the debts of the associations, except under certain circumstances,' approved June second, one thousand eight hundred and seventyfour, providing for the continuance of such associations after the expiration of the original term, prescribing the manner of electing managers thereof, and conferring authority to adopt by-laws for the regulation and government thereef, fixing the number of managers and designating the title of the principal executive officer," absolutely. ¶ 6791 (6) Subclause (i) of clause (1) of subsection B of section 4, act of May 5, 1933 (P. L. 364), known as the "Business Corporation Law," absolutely. (b) The following acts and parts of acts are hereby repealed in so far as they prohibit the rendering by a professional corporation of the professional service or services for which it was incorporated: (1) Act of April 28, 1899 (P. L. 117), entitled "An act making it unlawful for any person to hold himself out or advertise himself as a lawyer, attorney-at-law, or counsellor-at-law in any county of the State of Pennsylvania, unless duly admitted to practice by a court of record of any county in this Commonwealth, and providing a penalty therefor." (2) Act of July 12, 1919 (P. L. 933), entitled "An act to regulate the practice of architecture in the Commonwealth of Pennsylvania by providing for the examination and registration of architects by a State Board of Examiners; defining the power and duties of said board of examiners; and providing penalties for the violation of this act." (3) Act of July 12, 1935 (P. L. 708), entitled "An act prohibiting others than members of the Bar to practice law and providing penalties." (4) Act of June 9, 1939 (P. L. 329), entitled "An act relating to unlawful practices in the procurement of retainers for attorneys." (5) Act of May 26, 1947 (P. L. 318), known as "the C. P. A. Law." (6) Act of January 14, 1952 (P. L. 1898), known as the "Funeral Director Law." (7) All other acts and parts of acts relating to the regulation of the furnishing of professional services. (c) All acts and parts of acts inconsistent with this act are hereby repealed to the extent of such inconsistency. Sec. 15. Effective Date.-This act shall take effect in thirty days. Approved 7-9-70. (House Bill No. 1105. By Representatives Moore, Cole, DeMoulin, Dittemore. Fuhr, Gustafson, Lamm, Newman, Schmidt, Woodard, Arnold. Braden, Bryant, Dameron, Fentress, race, Girimshaw, Koster, Sack, and Shore: also Senators Armstrong, H. Fowler, Garnsey, Ohlson, Shoemaker, and Stockton.) CONCERNING PROFESSIONAL SERVICE CORPORATIONS, AND PERMITTING ARCHITECTS AND PROFESSIONAL ENGINEERS TO FORM SUCH CORPORATIONS. Be it enacted by the General Assembly of the State of Colorado: Section 1. 10-1-1 (2), Colorado Revised Statutes 1963, is amended to read: 10-1-1. Declaration of purpose-prohibited acts.-(2) It shall be unlawful for any person to practice or to offer to practice architecture in the state of Colorado, as defined in section 10-1-2 (2), or to use, in connection with his name, or business, or otherwise to assume, use, or advertise, any title or description which will, or which reasonably might be expected to mislead the public into believing that he is an architect, unless such person has been duly licensed under the provisions of this article, OR IS A PROFESSIONAL SERVICE CORPORATION AS DEFINED IN SECTION 10-1-14, and anyone who holds himself out to the public as an architect without qualifying for proper licensing under this article or without submitting to the regulations provided in this article, endangers the public life, health, property, and welfare thereby. Section 2. 10-1-13, Colorado Revised Statutes 1963, is amended to read: 10-1-13. Stamp.-Every licensed architect shall have a stamp which must contain the name of the architect, the words "licensed architect, state of Colorado", and the license number of the architect, in such form as may be prescribed by the board, and the architect shall stamp all contract drawings issued from his office for use in this state with such stamp. In case of a partnership of architects, the individual name and license numbers of the several licensed members may appear on a single stamp. IN THE CASE OF A PROFESSIONAL SERVICE CORPORATION AS DEFINED IN SECTION 10-1-14, THE INDIVIDUAL NAME AND LICENSE NUMBER OF THE COLORADO LICENSED ARCHITECT WHO IS THE Capital letters indicate new material added to cristing statutes; dashes through words indicate deletions from existing statutes and such material not part of act. RESPONSIBLE EXECUTIVE OFFICER IN CHARGE OF ANY PARTICULAR CONTRACT DRAWING ISSUED BY SUCH CORPORATION IN COLORADO SHALL APPEAR ON SUCH DRAWING. Section 3. 10-1-14, Colorado Revised Statutes 1963, is REPEALED AND REENACTED, WITH AMENDMENTS, to read: requirements 10-1-14. Licenses — limitations corporations.—(1) No partnership, firm, or association may be licensed as such for the practice of architecture, but this shall not be construed as preventing such combination of persons from using the term "architects" in its business name if each member of the partnership, firm, or association is a licensed architect. (2) (a) No corporation shall be considered a professional service corporation under this article unless it is a corporation organized under the "Colorado Corporation Code" or is authorized to do business in Colorado under the "Colorado Corporation Code", and: (b) Three-fourths of all officers and directors in the corporation are architects licensed to practice architecture in the state of Colorado. (c) The president is a director and licensed to practice architecture in the state of Colorado, and (d) (i) The articles of incorporation of such corporation provide, and all shareholders of the corporation shall agree, that all shareholders of the corporation shall be jointly and severally liable for all acts, errors, and omissions of the employees of the corporation, or that all shareholders of the corporation shall be jointly and severally liable for all acts, errors, and omissions of the employees of the corporation except during periods of time when the corporation shall maintain in good standing professional liability insurance which shall meet the following minimum standards: (ii) The insurance shall insure the corporation against liability imposed upon the corporation by law for damages resulting from any claim made against the corporation arising out of the performance of professional services for others by those officers and employees of the corporation who are licensed by the board to practice architecture. (iii) Such policies shall insure the corporation against liability imposed upon it by law for damages arising out of the acts, errors, and omissions of all nonprofessional employees. (iv) The insurance shall be in an amount for each claim of at least fifty thousand dollars multiplied by the number of persons employed by the corporation within this state; but no firm shall be required to carry insurance in excess of three hundred thousand dollars. (v) The policy may provide that it does not apply to: Any dishonest, fraudulent, criminal, or malicious act or omission of the insured corporation or any stockholder or employee thereof; the conduct of any business enterprise (as distinguished from the practice of architecture) engaged in by the insured corporation or in which the insured corporation may be a partner or which may be controlled, operated, or managed by the insured corporation in its own or in a fiduciary capacity including the ownership, maintenance, or use of any property in connection therewith or bodily injury to, or sickness, disease, or death of any person, or to injury to or destruction of any tangible property, including the loss of use thereof; and such policy may contain other reasonable provisions with respect to policy periods, territory, claims, conditions, and other usual matters. (3) Nothing in this article shall be construed as prohibiting a joint venture, partnership, or association between one or several architects, or PAGE 2-HOUSE BILL NO. 1105 corporations meeting the requirements of subsection (2) (b) to (2) (d) of this section, and one or several professional engineers, all duly licensed or registered under the respective provisions of the applicable laws of this state; and it shall be lawful for such a corporation, partnership, joint venture, or association to use in its title the words "architects and engineers"; but no identifying media used by any member of such corporation, partnership, joint venture, or association, shall mislead the public as to the fact that such member is licensed as an architect or as a registered professional engineer. No such joint venture, association, or partnership shall continue to use or to include, as a part of the firm name, the name of any member whose official status as a bona fide member of such firm has been severed for more than two years. (4) A corporation shall be considered a professional service corporation and shall be entitled to practice architecture in this state if it is a corporation organized under the "Colorado Corporation Code" or is authorized to do business in Colorado under the “Colorado Corporation Code”, and threefourths of the officers and directors of the corporation are architects or professional engineers duly licensed or registered under the respective provisions of the applicable laws of the state of Colorado and whose president is either an architect or professional engineer duly licensed or registered under the respective provisions of the applicable laws of the state of Colorado and whose articles of incorporation contain the provisions specified in subsection (2) (d) of this section, if the practice of architecture by such corporation is under the direct supervision of an architect, licensed in the state of Colorado, who is an officer of the corporation. Section 4. 10-1-19 (1) (c), (d), and (e), Colorado Revised Statutes 1963, are amended to read: 10-1-19. Violations and penalties.—(1) (c) Advertise, represent, or hold himself out in any manner as an architect, or to practice architecture inconsistent with the provisions of this article, without having a license to practice architecture issued under this article, OR, IF A CORPORATION, MEETING THE REQUIREMENTS OF SECTION 10-1-14; or (d) Use in connection with his name any stamp, device, title, or other designation intending to imply that he is an architect, without having a license issued under this article, or, IF A CORPORATION, MEETING THE REQUIREMENTS OF SECTION 10-1-14; or (e) Practice architecture without a license, UNLESS SUCH PERSON IS A CORPORATION MEETING THE REQUIREMENTS OF SECTION 10-1-14, or during the time that such license shall be suspended or revoked; or Section 5. 10-1-21, Colorado Revised Statutes 1963, is amended BY THE ADDITION OF A NEW SUBSECTION to read: 10-1-21. Disciplinary proceedings.-(4) The board on its own motion, or upon the sworn complaint of any person, may hear and determine charges that a professional service corporation does not meet the requirements of section 10-1-14. The proceedings shall be conducted in conformity with this section and section 10-1-16. If the corporation is found guilty of the charges, the board may reject, revoke, or suspend the licenses of all directors, officers, and employees that are licensed, or otherwise discipline the directors, officers, and employees of such corporation that are licensed as provided in this article. PAGE 3--HOUSE BILL NO. 1105 |