Title 7, Corporations and Associations
0 chapters · 1,168 sections in this title.
Colo. Rev. Stat. § 7-58-603 Transferability of member's interest
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(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
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(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,…
Colo. Rev. Stat. § 7-58-605 Charging orders for judgment creditor of member or transferee
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(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…
Colo. Rev. Stat. § 7-58-701 Authority
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(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 the…
Colo. Rev. Stat. § 7-58-702 Marketing contracts
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(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)…
Colo. Rev. Stat. § 7-58-703 Duration of marketing contract
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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…
Colo. Rev. Stat. § 7-58-704 Remedies for breach of contract
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(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…
Colo. Rev. Stat. § 7-58-801 Board of directors
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(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…
Colo. Rev. Stat. § 7-58-802 No liability as director for limited cooperative association’s obligations
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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…
Colo. Rev. Stat. § 7-58-803 Qualifications of directors
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(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…
Colo. Rev. Stat. § 7-58-804 Election of directors and composition of board
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(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…
Colo. Rev. Stat. § 7-58-805 Term of director
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(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…
Colo. Rev. Stat. § 7-58-806 Resignation of director
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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…
Colo. Rev. Stat. § 7-58-807 Removal of director
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(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…
Colo. Rev. Stat. § 7-58-808 Suspension of director by board
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(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…
Colo. Rev. Stat. § 7-58-809 Vacancy on board
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(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; …
Colo. Rev. Stat. § 7-58-810 Remuneration of directors
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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…
Colo. Rev. Stat. § 7-58-811 Meetings
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(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…
Colo. Rev. Stat. § 7-58-812 Action without meeting
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(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…
Colo. Rev. Stat. § 7-58-813 Meetings - notice
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(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…
Colo. Rev. Stat. § 7-58-814 Waiver of notice of meeting
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(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…
Colo. Rev. Stat. § 7-58-815 Quorum
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(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,…
Colo. Rev. Stat. § 7-58-816 Voting
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(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…
Colo. Rev. Stat. § 7-58-817 Committees
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(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…
Colo. Rev. Stat. § 7-58-818 Standards of conduct and liability
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(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 to…
Colo. Rev. Stat. § 7-58-819 Conflict of interest
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(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 director…
Colo. Rev. Stat. § 7-58-820 Other considerations of directors
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(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…
Colo. Rev. Stat. § 7-58-821 Right of director or committee member to information
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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 …
Colo. Rev. Stat. § 7-58-822 Appointment and authority of officers
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(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…
Colo. Rev. Stat. § 7-58-823 Resignation and removal of officers
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(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…
Colo. Rev. Stat. § 7-58-901 Indemnification
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(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 …
Colo. Rev. Stat. § 7-60-101 Short title
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This article shall be known and may be cited as the Uniform Partnership Law. Source: L. 31: p. 645, � 1. CSA: C. 123, � 1. CRS 53: � 104-1-1. C.R.S. 1963: � 104-1-1.
Colo. Rev. Stat. § 7-60-102 Definitions
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As used in this article, unless the context otherwise requires: (1) Bankrupt includes bankrupt or debtor under the federal bankruptcy code of 1978, title 11 of the United States Code, or insolvent under any state insolvency act. (2) Business includes every trade, occupation, or p…
Colo. Rev. Stat. § 7-60-103 Knowledge and notice
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(1) A person has knowledge of a fact within the meaning of this article not only when the person has actual knowledge thereof but also when the person has knowledge of such other facts as in the circumstances show bad faith. (2) A person has notice of a fact within the meaning of…
Colo. Rev. Stat. § 7-60-104 Rules of construction
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(1) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this article. (2) The law of estoppel shall apply under this article. (3) The law of agency shall apply under this article. (4) This article shall be so interprete…
Colo. Rev. Stat. § 7-60-105 Rules for cases not covered
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In any case not provided for in this article, the rules of law and equity, including the law merchant, shall govern. Source: L. 31: p. 647, � 5. CSA: C. 123, � 5. CRS 53: � 104-1-5. C.R.S. 1963: � 104-1-5.
Colo. Rev. Stat. § 7-60-106 Partnership defined
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(1) A partnership is an association of two or more persons to carry on, as co-owners, a business for profit and includes, without limitation, a limited liability partnership. (2) But any association formed under any other statute of this state or any statute adopted by an authori…
Colo. Rev. Stat. § 7-60-107 Partnership determined - how
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(1) In determining whether a partnership exists these rules shall apply: (a) Except as provided by section 7-60-116, persons who are not partners as to each other are not partners as to third persons; (b) Joint tenancy, tenancy in common, tenancy by the entireties, joint property…
Colo. Rev. Stat. § 7-60-108 Partnership property
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(1) All property originally brought into the partnership stock or subsequently acquired by purchase or otherwise on account of the partnership is partnership property. (2) Unless the contrary intention appears, property acquired with partnership funds is partnership property. (3)…
Colo. Rev. Stat. § 7-60-109 Partner agent of partnership
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(1) Subject to the effect of a statement of partnership authority under section 7-64-303, every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument for apparently c…
Colo. Rev. Stat. § 7-60-110 Conveyance of real property
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(1) Subject to the effect of a statement of partnership authority under section 7-64-303, where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; except that the partnership may recov…
Colo. Rev. Stat. § 7-60-111 Admission of partner binds partnership
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An admission or representation made by any partner concerning partnership affairs within the scope of the partner's authority as conferred by this article is evidence against the partnership. Source: L. 31: p. 651, � 11. CSA: C. 123, � 11. CRS 53: � 104-1-11. C.R.S. 1963: � 104-1…
Colo. Rev. Stat. § 7-60-112 Notice to partner - effect
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Notice to any partner of any matter relating to partnership affairs and the knowledge of the partner acting in the particular matter acquired while a partner or then present to the partner's mind and the knowledge of any other partner who reasonably could and should have communic…
Colo. Rev. Stat. § 7-60-113 Partner's wrongful acts - liability
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Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of the other partners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the part…
Colo. Rev. Stat. § 7-60-114 Partner's breach of trust - liability
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(1) The partnership is bound to make good the loss: (a) Where one partner acting within the scope of such partner's apparent authority receives money or property of a third person and misapplies it; and (b) Where the partnership in the course of its business receives money or pro…
Colo. Rev. Stat. § 7-60-115 Nature of partner's liability
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(1) Except as otherwise provided in subsection (2) of this section, all partners are liable: (a) Jointly and severally for everything chargeable to the partnership under sections 7-60-113 and 7-60-114; (b) Jointly and severally for all other debts and obligations of the partnersh…
Colo. Rev. Stat. § 7-60-116 Liability of purported partner
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(1) If a person, by words or conduct, purports to be a partner or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, rely…
Colo. Rev. Stat. § 7-60-117 Liability of incoming partner
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A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before such admission as though the person had been a partner when such obligations were incurred; except that this liability shall be satisfied only out of pa…
Colo. Rev. Stat. § 7-60-118 Rights and duties of partners
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(1) The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules: (a) Each partner shall be repaid such partner's contributions, whether by way of capital or advances to the partnership pro…
Colo. Rev. Stat. § 7-60-119 Partnership books
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The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them. Source: L. 31: p. 655, � 19. CSA: C. 123, � 19. CRS…