Title 7, Corporations and Associations

(1) The affairs of a cooperative formed under or subject to this article shall be managed by a board of not less than three directors as provided in the articles or bylaws elected by and from the members of the cooperative or designated representatives of members who are not indi…

(1) (a) The bylaws shall provide for one or more officers and the titles of those officers. The offices may include a board chair, one or more vice-chairs, a president, one or more vice-presidents, a secretary, a treasurer, and assistant officers or other officers. The officers s…

(1) The board shall meet at least annually. The board may establish a time and place for regular board meetings and then may hold regular board meetings at such times without notice. (2) Special meetings of the board shall require at least two days' notice of the date, time, and …

(1) At a meeting called expressly for that purpose, as well as any other proper purpose, a director may be removed by the members in the manner provided in this section upon an affirmative vote of a majority of the members present and voting in person or in any other manner autho…

(1) A director may be removed by the district court for the county in this state in which the street address of the cooperative's principal office is located or, if the cooperative has no principal office in this state, by the district court for the county in which the street add…

(1) Unless limited in the cooperative’s articles, the cooperative shall have the same powers, rights, and obligations and shall be subject to the same limitations with respect to indemnification and personal liability of directors, officers, employees, and agents as apply to dome…

At the discretion of the board of a cooperative, any officer, employee, or agent handling funds or negotiable instruments or property of or for the cooperative may be bonded for the faithful performance of the person's duties and obligations. Source: L. 96: Entire article R&RE, p…

Source: L. 96: Entire article R&RE, p. 505, � 1, effective July 1. L. 2002: IP(2), (3)(a), and (4) amended, p. 1817, � 23, effective July 1; IP(2), (3)(a), and (4) amended, p. 1682, � 21, effective October 1. L. 2003: (5) added by revision, pp. 2356, 2357, �� 347, 348. Editor's n…

Part 7 of article 90 of this title, providing for registered agents and service of process, applies to cooperatives formed under or subject to this article. Source: L. 2003: Entire section added, p. 2227, � 87, effective July 1, 2004.

(1) Every cooperative has the power, except as specifically limited by this article or by its own articles or bylaws: (a) To have perpetual existence and succession by its domestic entity name unless limited by the articles; (b) To sue and be sued and to complain and defend in co…

Cooperatives limiting membership to agricultural producers may make and execute marketing or purchasing contracts requiring the members to sell or purchase, for any period of time not over ten years, all or any specified part of their agricultural products or specified commoditie…

(1) The bylaws or the marketing or purchasing contracts of an agricultural cooperative may fix as liquidated damages specific sums to be paid by a member to the cooperative upon the breach by the member of any provision of the marketing or purchasing contract regarding the sale, …

Any person who knowingly induces any member of an agricultural cooperative formed under this article, or under similar statutes of another jurisdiction with similar restrictions and rights and operating in this state, to break the member's marketing or purchasing contract or agre…

If a cooperative with preferred stock or preferred equity purchases or otherwise acquires any interest in any property, stock, or interest in another entity, it may, with the consent of the person or persons from whom the property or interests are being acquired, discharge the ob…

If a cooperative formed under or that has elected to be subject to this article organizes, forms, operates, owns, controls, has an interest in, owns stock of, or is a member of any commodities warehouse, the warehouse may issue legal warehouse receipts to the cooperative against …

(1) If a matter is not addressed in this article, the Colorado Business Corporation Act, articles 101 to 117 of this title, shall apply to the cooperatives formed under or subject to this article; except that a cooperative may elect to have the provisions of the Colorado Revised …

No cooperative formed under or subject to this article shall solely by its organization and existence be deemed to be a conspiracy or a combination in restraint of trade, an illegal monopoly, or an attempt to lessen competition or to fix prices arbitrarily, nor shall the marketin…

Any security, patronage refund, per unit retain certificate, capital credit, evidence of membership, preferred equity certificate, or other equity instrument issued, sold, or reported by a cooperative as an investment in its stock or capital to the patrons of a cooperative formed…

(1) In addition to the powers granted in this article, renewable energy cooperatives may generate electricity from renewable resources or technologies and transmit and sell electricity at wholesale. (2) No renewable energy cooperative shall sell electricity at retail or have a ce…

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 …

(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 …

(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 survivin…

(1) Notwithstanding the provisions of sections 7-56-602 and 7-56-603, by complying with the provisions of this section, any parent cooperative owning one hundred percent of the voting shares, memberships, or interests and having a right to vote of a subsidiary may either merge su…

(1) After a plan of merger is approved, the surviving entity shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of merger pursuant to section 7-90-203.7. If the plan of merger provides for amendments to the articles of …

(1) (Deleted by amendment, L. 2004, p. 1415, � 56, effective July 1, 2004.) (2) After a plan of consolidation or share or equity capital exchange is approved by all necessary action of all parties, the acquiring entity shall deliver to the secretary of state, for filing pursuant …

(1) The effect of a merger is determined by section 7-90-204. (2) The effect of a conversion is determined by section 7-90-202. (3) When a consolidation takes effect: (a) Each nonsurviving party to the consolidation consolidates into the surviving party, and the separate existenc…

(1) One or more domestic cooperatives may merge with one or more foreign entities if: (a) The merger is permitted by section 7-90-203 (2); (b) The foreign entity complies with section 7-90-203.7 if it is the surviving entity of the merger; and (c) Each domestic cooperative compli…

(1) One or more domestic cooperatives may consolidate or enter into a share or equity capital exchange with one or more foreign entities if: (a) In a consolidation, the consolidation is permitted by the law of the jurisdiction under which each foreign entity is formed and each fo…

(1) As used in this section: (a) Dissenter means a member eligible to vote who exercises the right to dissent provided in this section at the time and in the manner required by this section. (b) Interest means interest required to be paid pursuant to this section at the average r…

(1) A cooperative may, on the terms and conditions and for the consideration determined by the board: (a) Sell, lease, exchange, or otherwise dispose of any of its property in the usual and regular course of business; except that a sale, lease, exchange, or other disposition of a…

(1) A cooperative may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, with or without its good will, only on the terms and conditions and for the consideration determined by the board and if the board proposes or submits and the members …

If a cooperative has not yet issued memberships, a majority of its directors or, if the initial directors designated in the articles have not met or if not designated in the articles have not been elected, a majority of its incorporators, may authorize the dissolution of the coop…

(1) After memberships have been issued, dissolution of a cooperative may be authorized in the following manner: (a) The board, by a two-thirds majority vote of all its members, shall first adopt a resolution recommending dissolution that conforms to the requirements of paragraph …

(1) At any time after dissolution is authorized, the cooperative may dissolve by delivering to the secretary of state, for filing pursuant to part 3 of article 90 of this title, articles of dissolution stating: (a) The domestic entity name of the cooperative; (b) The principal of…

Source: L. 96: Entire article R&RE, p. 524, � 1, effective July 1. L. 2002: IP(3) and (4) amended, p. 1819, � 30, effective July 1; IP(3) and (4) amended, p. 1684, � 28, effective October 1. L. 2003: IP(3), (3)(a), and (4) amended and (5) added, p. 2232, � 102, effective July 1, …

(1) A dissolved cooperative continues its existence but may not carry on any business except as is appropriate to wind up and liquidate its business and affairs, including: (a) Collecting its assets; (b) Disposing of its assets that will not be distributed in kind to its members …

Source: L. 96: Entire article R&RE, p. 526, � 1, effective July 1. L. 2006: Entire section repealed, p. 884, � 87, effective July 1. Editor's note: This section was similar to former � 7-55-114 as it existed prior to 1996.

Source: L. 96: Entire article R&RE, p. 527, � 1, effective July 1. L. 2003: (2)(a) amended, p. 2233, � 103, effective July 1, 2004. L. 2006: Entire section repealed, p. 884, � 87, effective July 1. Editor's note: This section was similar to former � 7-55-114 as it existed prior t…

C.R.S. 7-56-708Statutes current through Chapter 65 of the 2026 Regular Session, effective as of April 20, 2026. The text of this section is not final. It will not be final until compared to, and updated from, the text provided by the Colorado Office of Legislative Legal Services …

Source: L. 96: Entire article R&RE, p. 528, � 1, effective July 1. L. 2003: (4) added by revision, pp. 2356, 2357, �� 347, 348. Editor's note: (1) This section was similar to former � 7-55-114 as it existed prior to 1996. (2) Subsection (4) provided for the repeal of this section…

Source: L. 96: Entire article R&RE, p. 529, � 1, effective July 1. L. 2000: (1)(b) amended, p. 951, � 13, effective July 1. L. 2003: (1)(b), (1)(c), and (1)(d) amended, p. 2233, � 104, effective July 1, 2004. L. 2004: (1)(b) amended, p. 1419, � 61, effective July 1. L. 2005: Enti…

C.R.S. 7-56-711Statutes current through Chapter 65 of the 2026 Regular Session, effective as of April 20, 2026. The text of this section is not final. It will not be final until compared to, and updated from, the text provided by the Colorado Office of Legislative Legal Services …

Source: L. 96: Entire article R&RE, p. 530, � 1, effective July 1. L. 2000: (1)(c) amended, p. 951, � 14, effective July 1. L. 2002: IP(1), (2), and (3) amended, p. 1819, � 31, effective July 1; IP(1), (2), and (3) amended, p. 1684, � 29, effective October 1. L. 2004: Entire sect…

Source: L. 96: Entire article R&RE, p. 531, � 1, effective July 1. L. 2004: Entire section repealed, p. 1420, � 63, effective July 1. SUBPART 3 JUDICIAL DISSOLUTION

(1) A cooperative may be dissolved in a proceeding brought in court by the attorney general if it is established that: (a) The cooperative obtained its organization through fraud; or (b) The cooperative has exceeded or abused the authority conferred upon it by law. (2) A cooperat…

(1) A proceeding to dissolve a cooperative brought by the attorney general shall be brought in the district court for the county in this state in which the street address of the cooperative's principal office is located or, if the cooperative has no principal office in this state…

(1) A court in a proceeding to dissolve a cooperative may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage the business and affairs, of the cooperative. The court shall hold a hearing, after giving notice to all parties to the proceeding…

(1) If after a hearing the court determines that one or more grounds for judicial dissolution described in section 7-56-714 exist, it may enter a decree dissolving the cooperative and stating the effective date of the dissolution, and the clerk of the court shall deliver a certif…

In the winding up of the affairs of a cooperative when certain assets are not liquid and secured creditors having claim on these assets have been satisfied, the trustees in liquidation or other persons charged with winding up the cooperative's affairs are authorized to make assig…

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 cooperatives. Source: L. 2003: Entire part R&RE, p. 2235, � 110, effective July 1, 2004.