The board of a cooperative has full power and authority, without approval of its members, to mortgage, pledge, encumber, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of the cooperative's property, whether or not in the usual and regular course of business, and to execute and deliver mortgages, deeds of trust, security agreements, or other instruments for such purposes.
Source: L. 96: Entire article R&RE, p. 512, � 1, effective July 1.
7-56-602. Merger, conversion, or consolidation or share or equity capital exchange. (1) One or more cooperatives formed under or that have elected to be subject to this article may be merged, consolidated, or shares or equity capital exchanged with another domestic cooperative or another domestic entity, or may convert to any form of entity permitted by section 7-90-201, upon such terms, for such purpose, and by such domestic entity name as may be agreed upon, which domestic entity name shall comply with part 6 of article 90 of this title.
(2) (a) With respect to a cooperative that is a party to a plan of merger, conversion, consolidation, or share or equity capital exchange, unless a different vote is required by the articles or bylaws, the plan shall be approved by a two-thirds majority of all the members of the board of the cooperative and by a two-thirds majority of the members present and voting in person or in any other manner authorized by the cooperative pursuant to section 7-56-305 (1). If a higher or lower percentage vote of members is required by the articles or bylaws for approval, not less than a majority of those present and voting in person or in any other manner authorized by the cooperative pursuant to section 7-56-305 (1) nor more than a two-thirds majority of all voting members of the cooperative shall be required.
(b) A cooperative shall not permit proportional voting to apply to a vote of members on a plan of merger, conversion, consolidation, or share or equity capital exchange pursuant to this section.
(c) If voting by mail is permitted, the notice of the meeting shall be mailed to each member and have a mail ballot attached to it.
(d) A cooperative may establish different requirements for plans between or among two or more cooperatives and for plans where a noncooperative entity is a party to the plan.
(e) The vote required for approval of a plan by an entity that is a party to the plan and that is not a cooperative entity shall be governed by the law applicable to the noncooperative entity.
(3) If a party to the merger, conversion, consolidation, or share or equity capital exchange is the owner of real property in the state of Colorado and the merger, conversion, consolidation, or share or equity capital exchange would affect the title to the real property, a copy of a statement of merger, conversion, consolidation, or share or equity capital exchange, certified by the secretary of state, shall be filed for record in the office of the county clerk and recorder in the county or counties in which the real property is situated.
Source: L. 96: Entire article R&RE, p. 512, � 1, effective July 1. L. 2002: (3) amended, p. 1818, � 25, effective July 1; (3) amended, p. 1682, � 23, effective October 1. L. 2003: (1) and (2)(e) amended, p. 2229, � 94, effective July 1, 2004. L. 2004: (3) amended, p. 1414, � 52, effective July 1. L. 2006: (3) amended, p. 848, � 2, effective July 1. L. 2007: (1), (2)(a), (2)(b), and (3) amended, p. 219, � 3, effective May 29.
Editor's note: This section is similar to former �� 7-55-112, 7-56-108, 7-56-121, and 7-56-126 as they existed prior to 1996.
7-56-603. Procedure for consolidation, share or equity capital exchange, conversion, and merger. (1) A plan for consolidation or share or equity capital exchange must state the following:
(a) The entity name of each entity planning to consolidate or exchange shares or equity capital and the principal office address of its principal office;
(b) The entity name of the surviving entity, or of the acquiring entity, and the principal office address of its principal office;
(c) A statement that the consolidating entities are consolidated with the surviving entity, or that the acquiring entity is acquiring shares or equity capital of the other entities, and the section of this article pursuant to which the consolidation or exchange is effected;
(d) Any amendments to the articles of the surviving party to be effected by the consolidation or equity capital exchange; and
(e) With respect to agricultural and other cooperatives exempted from the operation of laws such as the federal and state securities or antitrust laws, any steps necessary to maintain such exemption if the cooperative wishes to maintain such status.
(2) The plan of consolidation or share or equity capital exchange may state any other provisions relating to the consolidation or share or equity capital exchange.
(2.3) A plan of conversion shall comply with section 7-90-201.3.
(2.7) A plan of merger shall comply with section 7-90-203.3.
(3) Nothing in this section shall be deemed to limit the power of a cooperative or other entity to acquire all or part of the shares or equity capital of another cooperative through a voluntary exchange or through an agreement with the members of such other cooperative.
Source: L. 96: Entire article R&RE, p. 513, � 1, effective July 1. L. 2003: IP(1), (1)(a) to (1)(d), and (2) amended, p. 2230, � 95, effective July 1, 2004. L. 2004: (1)(d) RC&RE, p. 1415, � 53, effective July 1. L. 2007: IP(1), (1)(a), (1)(c), (1)(d), and (2) amended and (2.3) and (2.7) added, p. 220, � 4, effective May 29. L. 2019: IP(1), (1)(c), and (1)(d) amended, (SB 19-086), ch. 166, p. 1964, � 64, effective July 1, 2020.
Editor's note: This section is similar to former �� 7-55-112, 7-56-108, 7-56-121, and 7-56-126 as they existed prior to 1996.