Title 7, Corporations and Associations

(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…

(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 …

(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…

(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…

(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)…

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.

(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…

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.

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…

(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…

(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…

(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…

(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,…

(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 …

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…

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…

(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…

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…

(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 …

(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…

(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…

(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 …

(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. …

(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…

(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…

(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,…

(1) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the financial rights of the judgment debtor for the unsatisfied amount of the judgment. A charging order issued under this subsection (1) constitutes a lien on the judg…

(1) In this part 7, "marketing contract" means a contract between a limited cooperative association and another person, which person need not be a patron member: (a) Requiring the other person to sell, or deliver for sale or marketing on the person's behalf, a specified part of t…

(1) If a marketing contract provides for the sale of products, commodities, or goods to a limited cooperative association, the sale transfers title to the association upon delivery or at any other specific time expressly provided by the contract. (2) A marketing contract may: (a)…

The initial duration of a marketing contract may not exceed ten years, but the contract may be self-renewing for additional periods not exceeding five years each. Unless the contract provides for another manner or time for termination, either party may terminate the contract by g…

(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,…