Title 7, Corporations and Associations

(1) Damages to be paid to a limited cooperative association for breach or anticipatory repudiation of a marketing contract may be liquidated, but only at an amount or under a formula that is reasonable in light of the actual or anticipated harm caused by the breach or repudiation…

(1) A limited cooperative association must have a board of directors of at least three individuals unless the association has fewer than three members. If the association has fewer than three members, the number of directors may not be fewer than the number of members. (2) The af…

A debt, obligation, or other liability of a limited cooperative association is solely that of the association and is not a debt, obligation, or liability of a director solely by reason of being a director. An individual is not personally liable, directly or indirectly, for an obl…

(1) Unless the articles or bylaws otherwise provide, and subject to subsection (3) of this section, each director of a limited cooperative association must be an individual who is a member of the association or an individual who is designated by a member that is not an individual…

(1) Unless the articles or bylaws require a greater number: (a) The number of directors that must be patron members may not be fewer than: (I) One, if there are two or three directors; (II) Two, if there are four or five directors; (III) Three, if there are six to eight directors…

(1) Unless the articles or bylaws otherwise provide, and subject to subsections (3) and (4) of this section and section 7-58-304 (4), the term of a director expires at the annual members meeting following the director's election or appointment. (2) Unless the articles or bylaws o…

A director may resign at any time by giving notice in a record to the limited cooperative association. Unless the notice states a later effective date, a resignation is effective when the notice is received by the association. Source: L. 2011: Entire article added, (SB 11-191), c…

(1) Unless the articles or bylaws otherwise provide: (a) Members may remove a director with or without cause. (b) A member or members holding at least ten percent of the total voting power entitled to be voted in the election of a director may demand removal of the director by on…

(1) A board of directors may suspend a director if, considering the director's course of conduct and the inadequacy of other available remedies, immediate suspension is necessary for the best interests of the association and the director is engaging, or has engaged, in: (a) Fraud…

(1) Unless the articles or bylaws otherwise provide, a vacancy on the board of directors must be filled: (a) Within a reasonable time by majority vote of the remaining directors, until the next annual members meeting or a special meeting of members is called to fill the vacancy; …

Unless the articles or bylaws otherwise provide, the board of directors may set the remuneration of directors and of nondirector committee members appointed under section 7-58-817 (1). Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 794, § 1, effective April 2, 20…

(1) A board of directors shall meet at least annually and may hold meetings inside or outside this state. (2) Unless the articles or bylaws otherwise provide, a board of directors may permit directors to attend or conduct board meetings through the use of any means of communicati…

(1) Unless prohibited by the articles or bylaws, any action that may be taken by a board of directors may be taken without a meeting if each director consents in a record to the action. (2) Consent under subsection (1) of this section may be withdrawn by a director in a record at…

(1) Unless the articles or bylaws otherwise provide, a board of directors may establish a time, date, and place for regular board meetings, and notice of the time, date, place, or purpose of those meetings is not required. (2) Unless the articles or bylaws otherwise provide, noti…

(1) Unless the articles or bylaws otherwise provide, a director may waive any required notice of a meeting of the board of directors in a record before, during, or after the meeting. (2) Unless the articles or bylaws otherwise provide, a director's participation in a meeting is a…

(1) Unless the articles or bylaws provide for a greater number, a majority of the total number of directors specified by the articles or bylaws constitutes a quorum for a meeting of the directors. (2) If a quorum of the board of directors is present at the beginning of a meeting,…

(1) Each director has one vote for purposes of decisions made by the board of directors. (2) Unless the articles or bylaws otherwise provide, the affirmative vote of a majority of directors present at a meeting is required for action by the board of directors. Source: L. 2011: En…

(1) Unless the articles or bylaws otherwise provide, a board of directors may create one or more committees and appoint one or more individuals to serve on a committee. (2) Unless the articles or bylaws otherwise provide, an individual appointed to serve on a committee of a limit…

(1) Except as otherwise provided in section 7-58-820: (a) The discharge of the duties of a director or member of a committee of the board of directors is governed by the law applicable to directors of entities organized under the "Colorado Business Corporation Act", articles 101 …

(1) The law applicable to conflicts of interest relating to a director of an entity organized under the "Colorado Business Corporation Act", articles 101 to 117 of this title, governs conflicts of interest relating to a limited cooperative association and a director. (2) A direct…

(1) Unless the articles otherwise provide, in considering the best interests of a limited cooperative association, a director of the association in discharging the duties of director, in conjunction with considering the long- and short-term interest of the association and its mem…

A director or a member of a committee appointed under section 7-58-817 may obtain, inspect, and copy all information regarding the state of activities and financial condition of the limited cooperative association and other information regarding the activities of the association …

(1) A limited cooperative association has the officers: (a) Provided in the articles or bylaws; or (b) Established by the board of directors in a manner not inconsistent with the articles and bylaws. (2) The articles or bylaws may designate or, if the articles or bylaws do not de…

(1) The board of directors may remove an officer at any time with or without cause. (2) An officer of a limited cooperative association may resign at any time by giving notice in a record to the association. Unless the notice specifies a later time, the resignation is effective w…

(1) Indemnification of an individual who has incurred liability or is a party, or is threatened to be made a party, to litigation because of the performance of a duty to, or activity on behalf of, a limited cooperative association is governed by the "Colorado Business Corporation…