(1) Every cooperative association has the power:
(a) To have succession by its domestic entity name;
(b) To sue and be sued and to complain and defend in courts of law and equity;
(c) To make and use a common seal, and alter the same at its pleasure;
(d) To hold such real and personal property as may be necessary for the legitimate business of the corporation;
(e) To regulate and limit the right of stockholders or members to transfer their stock or member equity;
(f) To appoint such subordinate officers and agents as the business of the corporation shall require and to allow them suitable compensation therefor;
(g) To adopt bylaws for the management of its affairs and to provide therein for the terms and limitations of stock ownership or membership and for the distribution of its earnings;
(h) If so provided in the articles of incorporation, to eliminate or limit the personal liability of a director to the association or to its members or stockholders for monetary damages for breach of fiduciary duty as a director; except that such provision shall not eliminate or limit the liability of a director for: Any breach of the director's duty of loyalty to the association or its members or stockholders; acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director to the association or to its members or stockholders for monetary damages for any act or omission occurring prior to the date when such provision becomes effective.
(2) Every cooperative electric association or cooperative telephone association formed pursuant to this article and any cooperative electric association or cooperative telephone association that is subject to articles 121 to 137 of this title has the power to use patronage capital that has been declared by such association to be distributable or payable to a member or patron for expenditures associated with the provision of electric service or telephone service, as the case may be, as directed by the board of directors of the association after the association has given notice thereof. Such notice may consist of a negotiable instrument that has not been claimed within three years of issuance or publication.
Source: L. 73: R&RE, p. 431, � 1. C.R.S. 1963: � 30-1-7. L. 87: (1)(h) added, p. 370, � 13, effective May 20. L. 90: (2) added, p. 413, � 2, effective March 9. L. 94: (2) amended, p. 330, � 2, effective March 29. L. 97: (2) amended, p. 758, � 18, effective July 1, 1998. L. 2000: (1)(a) amended, p. 948, � 3, effective July 1. L. 2003: (2) amended, p. 2216, � 54, effective July 1, 2004.
7-55-107.5. Indemnification and personal liability of directors, officers, employees, and agents. The association shall have the same powers, rights, and obligations and shall be subject to the same limitations as apply to domestic corporations as set forth in article 109 of this title 7. Association directors, officers, employees, and agents shall have the same rights as directors, officers, employees, and agents, respectively, of domestic corporations as set forth in article 109 of this title 7. Association directors and officers shall have the benefit of the same limitations on personal liability for any injury to person or property arising out of a tort as set forth in section 7-108-403 for directors and officers, respectively, of domestic corporations. Any reference in said sections to shareholders shall be construed to refer to voting members or voting stockholders, if any, for the purpose of this section.
Source: L. 87: Entire section added, p. 371, � 14, effective May 20. L. 93: Entire section amended, p. 857, � 16, effective July 1, 1994. L. 2003: Entire section amended, p. 2216, � 55, effective July 1, 2004. L. 2019: Entire section amended, (SB 19-086), ch. 166, p. 1964, � 63, effective July 1, 2020.