Title 7, Corporations and Associations
0 chapters · 1,168 sections in this title.
Colo. Rev. Stat. § 7-58-1602 Conversion
3.8K chars
A limited cooperative association may convert into any form of entity permitted by section 7-90-201 if the board of directors of the limited cooperative association adopts a plan of conversion that complies with section 7-90-201.3 and the members entitled to vote thereon, if any,…
Colo. Rev. Stat. § 7-58-1603 Action on plan of conversion by converting limited cooperative association
4.7K chars
(1) For a limited cooperative association to convert into another form of entity, a plan of conversion must be approved by a majority of the board of directors, or a greater percentage if required by the articles or bylaws, and the board of directors must call a members meeting t…
Colo. Rev. Stat. § 7-58-1604 Merger
2.4K chars
(1) One or more domestic limited cooperative associations may merge into another domestic entity if the board of directors of each association that is a party to the merger and each other entity that is a party to the merger adopts a plan of merger complying with section 7-90-203…
Colo. Rev. Stat. § 7-58-1605 Notice and action on plan of merger by constituent limited cooperative association
1.8K chars
(1) For a limited cooperative association to merge with another entity, a plan of merger must be approved by a majority vote of the board of directors or a greater percentage if required by the association’s articles or bylaws. (2) The board of directors shall call a members meet…
Colo. Rev. Stat. § 7-58-1606 Approval or abandonment of merger by members
2.1K chars
(1) Subject to subsections (2) and (3) of this section, a plan of merger must be approved by: (a) At least a majority of the voting power of members present at a members meeting called under section 7-58-1605 (2); and (b) If the limited cooperative association has investor member…
Colo. Rev. Stat. § 7-58-1607 Merger of parent and subsidiary
2.3K chars
(1) Notwithstanding sections 7-58-1605 and 7-58-1606, by complying with this section, any parent limited cooperative association owning one hundred percent of the voting power, memberships, or interests of a subsidiary may either merge the subsidiary into itself or merge itself i…
Colo. Rev. Stat. § 7-58-1608 Filings required for conversion or merger
0.9K chars
(1) After a plan of conversion is approved, the converting entity shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of conversion pursuant to section 7-90-201.7. (2) After a plan of merger is approved, the surviving en…
Colo. Rev. Stat. § 7-58-1609 Effect of conversion or merger
0.2K chars
(1) The effect of a conversion is determined by section 7-90-202. (2) The effect of a merger is determined by section 7-90-204. Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 818, � 1, effective April 2, 2012.
Colo. Rev. Stat. § 7-58-1610 Consolidation
0.5K chars
(1) Constituent entities that are limited cooperative associations or foreign cooperatives may agree to call a merger a consolidation under this part 16. (2) All provisions governing mergers or using the term merger in this part 16 apply equally to mergers that the constituent en…
Colo. Rev. Stat. § 7-58-1611 Part not exclusive
0.2K chars
This part 16 does not prohibit a limited cooperative association from being converted or merged under law other than this part 16. Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 818, � 1, effective April 2, 2012.
Colo. Rev. Stat. § 7-58-1701 Uniformity of application and construction
0.8K chars
In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it or similar statutes. Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 818, � 1, effec…
Colo. Rev. Stat. § 7-58-1702 Relation to electronic signatures in global and national commerce act
0.4K chars
This article modifies, limits, or supersedes the federal “Electronic Signatures in Global and National Commerce Act”, 15 U.S.C. sec. 7001 et seq., but does not modify, limit, or supersede section 101 (c) of that act, 15 U.S.C. sec. 7001 (c), or authorize electronic delivery of an…
Colo. Rev. Stat. § 7-58-1703 Saving clause
0.2K chars
This article does not affect an action or proceeding commenced, or right accrued, before April 2, 2012. Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 818, � 1, effective April 2, 2012.
Colo. Rev. Stat. § 7-58-1704 Effective date
0.2K chars
This article takes effect April 2, 2012. Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 818, � 1, effective April 2, 2012. PARTNERSHIPS
Colo. Rev. Stat. § 7-58-201 Limited cooperative associations - registered agents - service of process - annual reports
0.3K chars
(1) Part 7 of article 90 of this title, providing for registered agents and service of process, applies to limited cooperative associations formed under this article. (2) Part 5 of article 90 of this title, providing for periodic reports, applies to limited cooperative associatio…
Colo. Rev. Stat. § 7-58-202 Foreign entity authority
0.3K chars
Part 8 of article 90 of this title, providing for the transaction of business or the conduct of activities by foreign entities, applies to foreign limited cooperative associations formed under substantially similar laws of another jurisdiction. Source: L. 2011: Entire article add…
Colo. Rev. Stat. § 7-58-301 Organizers
0.2K chars
A limited cooperative association must be organized by one or more organizers. Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 769, � 1, effective April 2, 2012.
Colo. Rev. Stat. § 7-58-302 Formation of limited cooperative association
0.7K chars
(1) To form a limited cooperative association, one or more organizers of the association shall deliver or cause to be delivered articles to the secretary of state for filing. (2) A limited cooperative association is formed after articles that substantially comply with section 7-5…
Colo. Rev. Stat. § 7-58-303 Articles
2.3K chars
(1) The articles shall state: (a) The domestic entity name of the limited cooperative association; (b) The purposes for which the limited cooperative association is formed, which may be for any lawful purpose; (c) The registered agent name and registered agent address of the asso…
Colo. Rev. Stat. § 7-58-304 Organization of limited cooperative association
1.1K chars
(1) After a limited cooperative association is formed: (a) If initial directors are named in the articles, the initial directors shall hold an organizational meeting to adopt initial bylaws and carry on any other business necessary or proper to complete the organization of the as…
Colo. Rev. Stat. § 7-58-305 Bylaws
5.9K chars
(1) Bylaws shall be in a record and, if not stated in the articles, shall include: (a) A statement of the capital structure of the limited cooperative association, including: (I) The classes or other types of members' interests and relative rights, preferences, and restrictions g…
Colo. Rev. Stat. § 7-58-306 Required provision for members' contributions
0.2K chars
The articles or the bylaws shall address members' contributions pursuant to section 7-58-1001. Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 774, � 1, effective April 2, 2012.
Colo. Rev. Stat. § 7-58-401 Authority to amend articles and bylaws
0.6K chars
(1) A limited cooperative association may amend its articles and bylaws under this part 4 for any lawful purpose. In addition, the initial board of directors may amend the bylaws of an association under section 7-58-304. (2) Unless the articles or bylaws otherwise provide, a memb…
Colo. Rev. Stat. § 7-58-402 Notice and action on amendment of articles and bylaws
1.7K chars
(1) Except as provided in this subsection (1) and section 7-58-405 (6), the articles and bylaws of a limited cooperative association may be amended only at a members meeting. An amendment requiring membership approval may be proposed by either: (a) A majority of the board of dire…
Colo. Rev. Stat. § 7-58-403 Method of voting on amendment of articles and bylaws
0.7K chars
(1) A substantive change to a proposed amendment of the articles or bylaws may not be made at the members meeting at which a vote on the amendment occurs. (2) A nonsubstantive change to a proposed amendment of the articles or bylaws may be made at the members meeting at which the…
Colo. Rev. Stat. § 7-58-404 Voting by district, class, or voting group
0.9K chars
(1) This section applies if the articles or bylaws provide for voting by district or class, or if there is one or more identifiable voting groups that a proposed amendment to the articles or bylaws would affect differently from other members with respect to matters identified in …
Colo. Rev. Stat. § 7-58-405 Approval of amendment
3.6K chars
(1) Subject to section 7-58-404 and subsections (3) and (4) of this section, an amendment to the articles must be approved by: (a) At least a majority vote of the voting power of all members present at a members meeting called under section 7-58-402, unless the articles require a…
Colo. Rev. Stat. § 7-58-406 Restated articles
1.7K chars
(1) The board of directors may restate the articles at any time with or without action by the members. If the limited cooperative association does not have both members and directors, its organizers may restate the articles at any time. (2) The restatement may include one or more…
Colo. Rev. Stat. § 7-58-407 Amendment of articles - filing
1.0K chars
(1) A limited cooperative association amending its articles shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, articles of amendment stating: (a) The domestic name of the association; and (b) The text of each amendment adopted. (2)…
Colo. Rev. Stat. § 7-58-501 Members
0.2K chars
To begin business, a limited cooperative association must have at least two patron members unless the sole member is a cooperative. Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 778, � 1, effective April 2, 2012.
Colo. Rev. Stat. § 7-58-502 Becoming a member
0.3K chars
(1) A person becomes a member: (a) As provided in the articles or bylaws; (b) As the result of a merger or conversion under part 16 of this article; or (c) With the consent of all the members. Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 778, � 1, effective Apr…
Colo. Rev. Stat. § 7-58-503 No power as member to bind association
0.2K chars
A member, solely by reason of being a member, may not act for or bind the limited cooperative association. Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 779, � 1, effective April 2, 2012.
Colo. Rev. Stat. § 7-58-504 No liability as member for association's obligations
0.3K chars
Unless the articles otherwise provide, a debt, obligation, or other liability of a limited cooperative association is solely that of the association and is not the debt, obligation, or liability of a member solely by reason of being a member. Source: L. 2011: Entire article added…
Colo. Rev. Stat. § 7-58-505 Right of member and former member to information
4.0K chars
(1) Not later than ten business days after receipt of a demand made in a record, a limited cooperative association shall permit a member to obtain, inspect, and copy in the association's principal office required information listed in section 7-58-112 (1)(a) to (1)(f) during regu…
Colo. Rev. Stat. § 7-58-506 Annual meeting of members
1.2K chars
(1) Members shall meet annually at a time provided in the articles or bylaws or set by the board of directors not inconsistent with the articles and bylaws. (2) An annual members meeting may be held inside or outside this state at the place stated in the articles or bylaws or sel…
Colo. Rev. Stat. § 7-58-507 Special meeting of members
1.9K chars
(1) A special meeting of members may be called only: (a) As provided in the articles or bylaws; (b) By a majority vote of the board of directors on a proposal stating the purpose of the meeting; (c) By demand in a record signed by members holding at least twenty percent of the vo…
Colo. Rev. Stat. § 7-58-508 Notice of members meeting
2.0K chars
(1) A limited cooperative association shall notify each member of the time, date, and place of a members meeting at least ten and not more than sixty days before the meeting; except that, if the notice is of a meeting of the members in one or more districts or classes of members,…
Colo. Rev. Stat. § 7-58-509 Waiver of members meeting notice
0.5K chars
(1) A member may waive notice of a members meeting before, during, or after the meeting. (2) A member's participation in a members meeting is a waiver of notice of that meeting unless the member objects to the meeting at the beginning of the meeting or promptly upon the member's …
Colo. Rev. Stat. § 7-58-510 Quorum of members
0.6K chars
Unless the articles or bylaws otherwise require a different number of members or percentage of the voting power, a quorum for conducting business at all meetings of the members consists of five percent of the total number of members or thirty members present at the meeting, which…
Colo. Rev. Stat. § 7-58-511 Voting by patron members
0.3K chars
Except as provided by section 7-58-512 (1), each patron member has one vote. The articles or bylaws may allocate voting power among patron members as provided in section 7-58-512 (1). Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 783, � 1, effective April 2, 201…
Colo. Rev. Stat. § 7-58-512 Determination of voting power of patron member
1.0K chars
(1) The articles or bylaws may allocate voting power among patron members on the basis of one or a combination of the following: (a) One member, one vote; (b) Use or patronage; (c) Equity; or (d) If a patron member is a cooperative, the number of its patron members. (2) If the ar…
Colo. Rev. Stat. § 7-58-513 Voting by investor members
0.4K chars
If the articles or bylaws provide for investor members, each investor member has one vote unless the articles or bylaws otherwise provide. The articles or bylaws may provide for the allocation of investor member voting power by class, classes, or any combination of classes. Sourc…
Colo. Rev. Stat. § 7-58-514 Voting requirements for members
0.9K chars
(1) If a limited cooperative association has both patron and investor members, the following rules apply: (a) The total voting power of all patron members must not be less than a majority of the entire voting power entitled to vote. (b) Action on any matter is approved only upon …
Colo. Rev. Stat. § 7-58-515 Manner of voting
0.8K chars
(1) Unless the articles or bylaws otherwise provide, voting by a proxy at a members meeting is prohibited. This subsection (1) does not prohibit delegate voting based on district or class. (2) If voting by a proxy is permitted, a patron member may appoint only another patron memb…
Colo. Rev. Stat. § 7-58-516 Action without a meeting
4.6K chars
(1) Unless the articles or bylaws require that action be taken at a members meeting, any action required or permitted by this article to be taken at a members meeting may be taken without a meeting if notice of the proposed action is given as provided in subsection (6) of this se…
Colo. Rev. Stat. § 7-58-517 Districts and delegates - classes of members
1.1K chars
(1) The articles or bylaws may provide for the formation of geographic districts of patron members, the conduct of patron member meetings by districts, the election of directors at the meetings, the election of district delegates to represent and vote for the district at members …
Colo. Rev. Stat. § 7-58-601 Member's interest
0.4K chars
(1) A member's interest: (a) Is personal property; (b) Consists of: (I) Governance rights; (II) Financial rights; and (III) The right or obligation, if any, to do business with the limited cooperative association; and (c) May be in certificated or uncertificated form. Source: L. …
Colo. Rev. Stat. § 7-58-602 Patron and investor members' interests
0.7K chars
(1) Unless the articles or bylaws establish investor members' interests, a member's interest is a patron member's interest. (2) Unless the articles or bylaws otherwise provide, if a limited cooperative association has investor members, while a person is a member of the associatio…
Colo. Rev. Stat. § 7-58-603 Transferability of member's interest
1.5K chars
(1) Section 7-90-104 applies to this article. (2) Unless the articles or bylaws otherwise provide, a member's interest other than financial rights is not transferable. (3) Unless a transfer is restricted or prohibited by the articles or bylaws, a member may transfer its financial…
Colo. Rev. Stat. § 7-58-604 Security interest and set-off
1.0K chars
(1) A member or transferee may create an enforceable security interest in its financial rights in a limited cooperative association. (2) Unless the articles or bylaws otherwise provide, a member may not create an enforceable security interest in the member's governance rights in,…