C.R.S. § 7-58-1209 — CO Code / Title 7 / Article 58 / Part 12 / Section 7-58-1209
7-58-1209. Court proceeding
Status: in_force

7-58-1209. Court proceeding. (1) Upon application by a dissolved limited cooperative association that has published a notice under section 7-90-912, the proper court may determine the amount and form of security to be provided for payment of claims against the association that are contingent, have not been made known to the association, or are based on an event occurring after the effective date of dissolution but that, based on the facts known to the association, are reasonably anticipated to arise after the effective date of dissolution.

(2) Not later than ten days after filing an application under subsection (1) of this section, a dissolved limited cooperative association shall give notice of the proceeding to each known claimant holding a contingent claim.

(3) The court may appoint a representative in a proceeding brought under this section to represent all claimants whose identities are unknown. The dissolved limited cooperative association shall pay reasonable fees and expenses of the representative, including all reasonable attorney fees and expert witness fees.

(4) Provision by the dissolved limited cooperative association for security in the amount and the form ordered by the court satisfies the association's obligations with respect to claims that are contingent, have not been made known to the association, or are based on an event occurring after the effective date of dissolution, and the claims shall not be enforced against a member that received a distribution.
C.R.S. § 7-51-112 — CO Code / Title 7 / Article 51 / Section 7-51-112
7-51-112. Any church may incorporate
Status: in_force

7-51-112. Any church may incorporate. Any congregation, church, or society incorporated prior to February 20, 1879, under the provisions of any law for the incorporation of religious, educational, or benevolent societies may become incorporated under the provisions of this article in the same manner as if it had not been previously incorporated. The new corporation shall be entitled to and invested with all the real and personal property of the old corporation, subject to all its debts, contracts, and liabilities. The words "directors" and "trustees", as used in this article, shall be construed to include wardens, vestrymen, or such other officers as perform the duties of trustees or directors.
C.R.S. § 7-61-113 — CO Code / Title 7 / Article 61 / Section 7-61-113
7-61-113. One person both general and limited partner
Status: in_force

7-61-113. One person both general and limited partner. (1) A person may be a general partner and a limited partner in the same partnership at the same time.

(2) A person who is a general partner and at the same time a limited partner shall have all the rights and powers and be subject to all the restrictions of a general partner; except that, in respect to such person's contribution, the person shall have the rights against the other members that the person would have had if the person were not also a general partner.
C.R.S. § 7-63-103 — CO Code / Title 7 / Article 63 / Section 7-63-103
7-63-103. Nature of business
Status: in_force

7-63-103. Nature of business. A limited partnership association may be formed under this article for any lawful activity, including ownership of real or personal property, subject to any provisions of law governing or regulating such activity within this state.
C.R.S. § 7-134-106 — CO Code / Title 7 / Article 134 / Part 1 / Section 7-134-106
7-134-106. Disposition of known claims by notification
Status: repealed

7-134-106. Disposition of known claims by notification. (Repealed)
C.R.S. § 7-45-109 — CO Code / Title 7 / Article 45 / Section 7-45-109
7-45-109. Use of land by toll road or toll highway company - right to repurchase unneeded
Status: in_force

7-45-109. Use of land by toll road or toll highway company - right to repurchase unneeded condemned property. Any interest in real property that is obtained by a preexisting toll road or toll highway company, other than a leasehold interest in property or rights-of-way acquired and owned by the department of transportation as authorized in section 7-45-104, within the three-mile corridor specified and mapped in its filed formation document as was required by section 7-45-101 (1) before June 2, 2008, and any interest in real property that is obtained by a new toll road or toll highway company, other than a leasehold interest in property or rights-of-way acquired and owned by the department of transportation as authorized in section 7-45-104, within the proposed route of the toll road or toll highway proposed by the new toll road or toll highway company on or after June 2, 2008, and that is not used for a toll road or toll highway project shall not be used for commercial, residential, or industrial development; except that this limitation on use shall apply only during the period in which the toll road or toll highway company is developing or operating a toll road or toll highway within the corridor or proposed route. If the development or operation of a toll road or toll highway ceases after the department has exercised the power of eminent domain to acquire property deemed at the time of acquisition to be necessary for the completion of the toll road or toll highway as authorized in section 7-45-104, a person from whom the department acquired property through the exercise of eminent domain has an exclusive option to repurchase the property acquired at the price paid for the property as just compensation by the department. The person may exercise the option within eighteen months following the cessation of the development or operation of the toll road or toll highway.
C.R.S. § 7-58-818 — CO Code / Title 7 / Article 58 / Part 8 / Section 7-58-818
7-58-818. Standards of conduct and liability
Status: in_force

7-58-818. Standards of conduct and liability. (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 117 of this title; and

(b) The liability 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 117 of this title.
C.R.S. § 7-64-105 — CO Code / Title 7 / Article 64 / Part 1 / Section 7-64-105
7-64-105. Filing and recording of statements
Status: in_force

7-64-105. Filing and recording of statements. (1) A statement may be delivered to the secretary of state for filing pursuant to part 3 of article 90 of this title. A certified copy of a statement that is filed in an office in another jurisdiction may be delivered to the secretary of state for filing pursuant to part 3 of article 90 of this title. Either filing in this state has the effect provided in this article with respect to partnership property located in or transactions that occur in this state.

(2) Only a copy of a filed statement recorded in the office for recording transfers of real property has the effect provided for recorded statements in this article.

(3) and (4) (Deleted by amendment, L. 2003, p. 2251, § 151, effective July 1, 2004.)

(5) A person who delivers or causes a statement to be delivered to the secretary of state for filing pursuant to this section shall promptly deliver a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to deliver a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.
C.R.S. § 7-127-102 — CO Code / Title 7 / Article 127 / Part 1 / Section 7-127-102
7-127-102. Special meeting
Status: in_force

7-127-102. Special meeting. (1) A nonprofit corporation shall hold a special meeting of its members:

(a) On call of its board of directors or the person or persons authorized by the bylaws or resolution of the board of directors to call such a meeting; or

(b) Unless otherwise provided by the bylaws, if the nonprofit corporation receives one or more written demands for the meeting, stating the purpose or purposes for which it is to be held, signed and dated by members holding at least ten percent of all the votes entitled pursuant to the bylaws to be cast on any issue proposed to be considered at the meeting.

(2) If not otherwise fixed under section 7-127-103 or 7-127-106, the record date for determining the members entitled to demand a special meeting pursuant to paragraph (b) of subsection (1) of this section is the date of the earliest of any of the demands pursuant to which the meeting is called, or the date that is sixty days before the date the first of such demands is received by the nonprofit corporation, whichever is later.

(3) If a notice for a special meeting demanded pursuant to paragraph (b) of subsection (1) of this section is not given pursuant to section 7-127-104 within thirty days after the date the written demand or demands are delivered to a corporate officer, regardless of the requirements of subsection (4) of this section, a person signing the demand or demands may set the time and place of the meeting and give notice pursuant to section 7-127-104.

(4) Special meetings of the members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws, or, if not so stated or fixed, at a place stated or fixed in accordance with a resolution of the board of directors. If no place is so stated or fixed, special meetings shall be held at the nonprofit corporation's principal office.

(5) Unless otherwise provided by the bylaws, only business within the purpose or purposes described in the notice of the meeting required by section 7-127-104 (3) may be conducted at a special meeting of the members.
C.R.S. § 7-60-105 — CO Code / Title 7 / Article 60 / Section 7-60-105
7-60-105. Rules for cases not covered
Status: in_force

7-60-105. Rules for cases not covered. In any case not provided for in this article, the rules of law and equity, including the law merchant, shall govern.
C.R.S. § 7-42-103 — CO Code / Title 7 / Article 42 / Section 7-42-103
7-42-103. Right-of-way
Status: in_force

7-42-103. Right-of-way. Any ditch, reservoir, or pipeline corporation formed under the provisions of law shall have the right-of-way over the line named in the articles of incorporation, and shall also have the right to run water from the stream, channel, or water source, whether natural or artificial, named in the articles through its ditch or pipeline, and store the same in any reservoir of the company when not needed for immediate use. The line proposed shall not interfere with any other ditch, pipeline, or reservoir having prior rights, except the right to cross by pipe or flume; nor shall the water of any stream, channel, or other water course, whether natural or artificial, be diverted from its original channel or source to the detriment of any person or persons having priority of right thereto, but this shall not be construed to prevent the appropriation and use of any water not utilized and applied to beneficial uses.
C.R.S. § 7-127-103 — CO Code / Title 7 / Article 127 / Part 1 / Section 7-127-103
7-127-103. Court-ordered meeting
Status: in_force

7-127-103. Court-ordered meeting. (1) The holding of a meeting of the members may be summarily ordered by the district court for the county in this state in which the street address of the nonprofit corporation's principal office is located or, if the nonprofit corporation has no principal office in this state, by the district court for the county in which the street address of its registered agent is located or, if the nonprofit corporation has no registered agent, by the district court for the city and county of Denver:

(a) On application of any voting member entitled to participate in an annual meeting if an annual meeting was required to be held and was not held within the earlier of six months after the close of the nonprofit corporation's most recently ended fiscal year or fifteen months after its last annual meeting; or

(b) On application of any person who participated in a call of or demand for a special meeting effective under section 7-127-102 (1), if:

(I) Notice of the special meeting was not given within thirty days after the date of the call or the date the last of the demands necessary to require the calling of the meeting was received by the nonprofit corporation pursuant to section 7-127-102 (1)(b), as the case may be; or

(II) The special meeting was not held in accordance with the notice.

(2) The court may fix the time and place of the meeting, determine the members entitled to participate in the meeting, fix a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the notice of the meeting, fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary or appropriate to accomplish the holding of the meeting.
C.R.S. § 7-58-510 — CO Code / Title 7 / Article 58 / Part 5 / Section 7-58-510
7-58-510. Quorum of members
Status: in_force

7-58-510. Quorum of members. 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, whichever is less. Nothing prevents the articles or bylaws from requiring a greater or lesser number or percentage of members, or members of classes, districts, or voting groups as a quorum.
C.R.S. § 7-64-502 — CO Code / Title 7 / Article 64 / Part 5 / Section 7-64-502
7-64-502. Partner's transferable interest in partnership
Status: in_force

7-64-502. Partner's transferable interest in partnership. A partner's transferable interest is personal property. Only a partner's transferable interest may be transferred.
C.R.S. § 7-137-102 — CO Code / Title 7 / Article 137 / Part 1 / Section 7-137-102
7-137-102. Pre-1968 corporate entities - failure to file reports and designate registered a
Status: in_force

7-137-102. Pre-1968 corporate entities - failure to file reports and designate registered agents - dissolution. (1) Corporate entities that were formed prior to January 1, 1968, and that did not elect to be governed by articles 20 to 29 of this title and could, if they so elected, elect to be governed by articles 121 to 137 of this title, but that have not done so, are nevertheless reporting entities that are subject to part 5 of article 90 of this title, providing for periodic reports from reporting entities, and are domestic entities that are subject to part 7 of article 90 of this title, providing for registered agents and service of process.

(2) Every corporate entity that could or has elected to be governed by articles 20 to 29 or 121 to 137 of this title whose articles of incorporation, affidavit of incorporation, or other basic corporate charter, by whatever name denominated, is not on file in the records of the secretary of state shall file a certified copy of such articles of incorporation, affidavit of incorporation, or other basic corporate charter in the office of the secretary of state. Such certified copy may be secured from any clerk or recorder with whom the instrument may be filed or recorded.

(3) If any corporate entity, formed prior to January 1, 1968, that could elect to be governed by articles 20 to 29 or 121 to 137 of this title, but that has not so elected and has failed to file periodic reports or maintain a registered agent, may be declared delinquent pursuant to section 7-90-902.

(4) Any corporate entity formed prior to January 1, 1968, that could elect to be governed by articles 20 to 29 of this title, that was suspended or was declared defunct, but not dissolved by operation of law under section 7-20-105 before July 1, 1998, and that was eligible for reinstatement on June 30, 1998, shall be deemed administratively dissolved on the date of such suspension for purposes of section 7-134-105 and may reinstate itself as a nonprofit corporation as provided in part 10 of article 90 of this title.

(5) Any nonprofit corporate entity formed prior to January 1, 1968, that could elect to be governed by articles 20 to 29 of this title, that was suspended, declared defunct, administratively dissolved, or dissolved by operation of law, and continues to operate for nonprofit purposes and does not wind up its business and affairs, shall be deemed an unincorporated organization that qualifies as a nonprofit association as provided in section 7-30-101.1 for purposes of the "Uniform Unincorporated Nonprofit Association Act", article 30 of this title, unless such corporate entity is eligible to reinstate itself as a nonprofit corporation as provided in part 10 of article 90 of this title and does so reinstate itself.
C.R.S. § 7-70-107 — CO Code / Title 7 / Article 70 / Section 7-70-107
7-70-107. Judicial cancellation of statement of trademark registration
Status: in_force

7-70-107. Judicial cancellation of statement of trademark registration. (1) A statement of trademark registration or any document affecting a statement of trademark registration filed by the secretary of state may be canceled in a proceeding in a court of competent jurisdiction if it is established:

(a) By a person that a statement of trademark registration, or any document affecting a statement of trademark registration, filed by the secretary of state in the name of the person, was not duly authorized by the person or was filed without the person's knowledge or consent; or

(b) By a person who is harmed by a statement of trademark registration, or any document affecting a statement of trademark registration, that it was delivered for filing by a person other than the person who is harmed and contains a material misstatement, was delivered for filing in bad faith, or is fraudulent.

(2) (a) If it is determined in the proceeding that one or more grounds for cancellation described in subsection (1) of this section exist, an order shall be issued canceling the statement of trademark registration or any other document filed by the secretary of state affecting the statement of trademark registration. Upon issuance of such order, the person requesting cancellation may deliver a certified copy of the order to the secretary of state for filing pursuant to part 3 of article 90 of this title.

(b) Upon good cause shown, it may also be ordered that after cancellation, the filed statement of trademark registration or the filed document affecting the statement of trademark registration be removed from the publicly accessible records of the secretary of state. In such a case the secretary of state may retain the original or a copy of the filed statement of trademark registration or the filed document affecting the statement of trademark registration, but such original or copy shall not be opened for inspection, and copies or printouts of the filed statement of trademark registration or the filed document affecting the statement of trademark registration shall not be furnished, except upon application to the secretary of state and only for good cause shown, notwithstanding any provision of part 2 of article 72 of title 24, C.R.S., or any other provision of law.

(3) This section does not provide the only grounds for cancellation of a statement of trademark registration or any document affecting a statement of trademark registration filed by the secretary of state, and any court of competent jurisdiction may order the cancellation of a statement of trademark registration or any document affecting a statement of trademark registration filed by the secretary of state when the court determines that such cancellation is appropriate relief in any action.

(4) In any proceeding under this section, the court, in exceptional cases, may award reasonable attorney fees to the prevailing party.
C.R.S. § 7-60-107 — CO Code / Title 7 / Article 60 / Section 7-60-107
7-60-107. Partnership determined - how
Status: in_force

7-60-107. Partnership determined - how. (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, common property, or part ownership does not of itself establish a partnership, whether such co-owners do or do not share any profits made by the use of the property;

(c) The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived;

(d) The receipt by a person of a share of the profits of a business is prima facie evidence that the person is a partner in the business, but no such inference shall be drawn if such profits were received in payment:

(I) As a debt by installments or otherwise;

(II) As wages of an employee or rent to a landlord;

(III) As an annuity to a surviving spouse or representative of a deceased partner;

(IV) As interest on a loan, though the amount of payment varies with the profits of the business;

(V) As the consideration for the sale of a goodwill of a business or other property by installments or otherwise.
C.R.S. § 7-134-302 — CO Code / Title 7 / Article 134 / Part 3 / Section 7-134-302
7-134-302. Procedure for judicial dissolution
Status: in_force

7-134-302. Procedure for judicial dissolution. (1) A proceeding by the attorney general to dissolve a nonprofit corporation shall be brought in the district court for the county in this state in which the street address of the nonprofit corporation's principal office or the street address of its registered agent is located or, if the nonprofit corporation has no principal office in this state and no registered agent, in the district court for the city and county of Denver. A proceeding brought by any other party named in section 7-134-301 shall be brought in the district court for the county in this state in which the street address of the nonprofit corporation's principal office is located or, if it has no principal office in this state, in the district court for the county in which the street address of its registered agent is located, or, if the nonprofit corporation has no registered agent, in the district court for the city and county of Denver.

(2) It is not necessary to make directors or members parties to a proceeding to dissolve a nonprofit corporation unless relief is sought against them individually.

(3) A court in a proceeding brought to dissolve a nonprofit corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the activities of the nonprofit corporation until a full hearing can be held.
C.R.S. § 7-61-117 — CO Code / Title 7 / Article 61 / Section 7-61-117
7-61-117. Withdrawal or reduction of limited partner's contribution
Status: in_force

7-61-117. Withdrawal or reduction of limited partner's contribution. (1) A limited partner shall not receive from a general partner or out of partnership property any part of the limited partner's contributions until:

(a) All liabilities of the partnership, except liabilities to general partners and to limited partners on account of their contributions, have been paid or there remains property of the partnership sufficient to pay them;

(b) The consent of all members is had, unless the return of the contribution may be rightfully demanded under the provisions of subsection (2) of this section; and

(c) The certificate is canceled or so amended as to state the withdrawal or reduction.

(2) Subject to the provisions of subsection (1) of this section, a limited partner may rightfully demand the return of the limited partner's contribution:

(a) On the dissolution of a partnership;

(b) When the date stated in the certificate for its return has arrived; or

(c) After the limited partner has given six months' notice in writing to all other members if no time is stated in the certificate either for the return of the contribution or for the dissolution of the partnership.

(3) In the absence of any statement in the certificate to the contrary or the consent of all members, a limited partner, irrespective of the nature of the limited partner's contribution, has only the right to demand and receive cash in return for such contribution.

(4) A limited partner may have the partnership dissolved and its affairs wound up when:

(a) The limited partner rightfully but unsuccessfully demands the return of the limited partner's contribution; or

(b) The other liabilities of the partnership have not been paid or the partnership property is insufficient for their payment as required by subsection (1)(a) of this section and the limited partner would otherwise be entitled to the return of the limited partner's contribution.
C.R.S. § 7-56-710 — CO Code / Title 7 / Article 56 / Part 7 / Section 7-56-710
7-56-710. Grounds for administrative dissolution
Status: repealed

7-56-710. Grounds for administrative dissolution. (Repealed)
C.R.S. § 7-30-118 — CO Code / Title 7 / Article 30 / Section 7-30-118
7-30-118. Transition concerning real and personal property
Status: in_force

7-30-118. Transition concerning real and personal property. If, before July 1, 1994, an estate or interest in real or personal property was purportedly transferred to a nonprofit association, on July 1, 1994, the estate or interest vests in the nonprofit association, unless the parties had treated the transfer as ineffective. No such purported transfer of real property shall impart notice pursuant to section 38-35-109, C.R.S., until the date after July 1, 1994, a deed or other proper instrument conveying such estate or interest in real property is recorded in the office of the clerk and recorder of the county or city and county in which such real property is located.
C.R.S. § 7-58-805 — CO Code / Title 7 / Article 58 / Part 8 / Section 7-58-805
7-58-805. Term of director
Status: in_force

7-58-805. Term of director. (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 otherwise provide, a director may be reelected.

(3) Except as otherwise provided in subsection (4) of this section, a director continues to serve until a successor director is elected or appointed and qualifies or the director is removed, resigns, is adjudged incompetent, or dies.

(4) Unless the articles or bylaws otherwise provide, a director shall not serve the remainder of the director's term if the director ceases to qualify to be a director.
C.R.S. § 7-114-108 — CO Code / Title 7 / Article 114 / Part 1 / Section 7-114-108
7-114-108. Enforcement of claims against dissolved corporation
Status: repealed

7-114-108. Enforcement of claims against dissolved corporation. (Repealed)
C.R.S. § 7-128-202 — CO Code / Title 7 / Article 128 / Part 2 / Section 7-128-202
7-128-202. Action without meeting
Status: in_force

7-128-202. Action without meeting. (1) Unless otherwise provided in the bylaws, any action required or permitted by articles 121 to 137 of this title to be taken at a board of directors' meeting may be taken without a meeting if notice is transmitted in writing to each member of the board and each member of the board by the time stated in the notice:

(a) Votes in writing for such action; or

(b) (I) Votes in writing against such action, abstains in writing from voting, or fails to respond or vote; and

(II) Fails to demand in writing that action not be taken without a meeting.

(2) The notice required by subsection (1) of this section shall state:

(a) The action to be taken;

(b) The time by which a director must respond;

(c) That failure to respond by the time stated in the notice will have the same effect as abstaining in writing by the time stated in the notice and failing to demand in writing by the time stated in the notice that action not be taken without a meeting; and

(d) Any other matters the nonprofit corporation determines to include.

(3) Action is taken under this section only if, at the end of the time stated in the notice transmitted pursuant to subsection (1) of this section:

(a) The affirmative votes in writing for such action received by the nonprofit corporation and not revoked pursuant to subsection (5) of this section equal or exceed the minimum number of votes that would be necessary to take such action at a meeting at which all of the directors then in office were present and voted; and

(b) The nonprofit corporation has not received a written demand by a director that such action not be taken without a meeting other than a demand that has been revoked pursuant to subsection (5) of this section.

(4) A director's right to demand that action not be taken without a meeting shall be deemed to have been waived unless the nonprofit corporation receives such demand from the director in writing by the time stated in the notice transmitted pursuant to subsection (1) of this section and such demand has not been revoked pursuant to subsection (5) of this section.

(5) Any director who in writing has voted, abstained, or demanded action not be taken without a meeting pursuant to this section may revoke such vote, abstention, or demand in writing received by the nonprofit corporation by the time stated in the notice transmitted pursuant to subsection (1) of this section.

(6) Unless the notice transmitted pursuant to subsection (1) of this section states a different effective date, action taken pursuant to this section shall be effective at the end of the time stated in the notice transmitted pursuant to subsection (1) of this section.

(7) A writing by a director under this section shall be in a form sufficient to inform the nonprofit corporation of the identity of the director, the vote, abstention, demand, or revocation of the director, and the proposed action to which such vote, abstention, demand, or revocation relates. Unless otherwise provided by the bylaws, all communications under this section may be transmitted or received by the nonprofit corporation by electronically transmitted facsimile, e-mail, or other form of wire or wireless communication. For purposes of this section, communications to the nonprofit corporation are not effective until received.

(8) Action taken pursuant to this section has the same effect as action taken at a meeting of directors and may be described as such in any document.

(9) All writings made pursuant to this section shall be filed with the minutes of the meetings of the board of directors.
C.R.S. § 7-134-205 — CO Code / Title 7 / Article 134 / Part 2 / Section 7-134-205
7-134-205. Continuation as unincorporated association
Status: repealed

7-134-205. Continuation as unincorporated association. (Repealed)
C.R.S. § 7-58-113 — CO Code / Title 7 / Article 58 / Part 1 / Section 7-58-113
7-58-113. Business transactions of member with limited cooperative association
Status: in_force

7-58-113. Business transactions of member with limited cooperative association. Subject to sections 7-58-818 and 7-58-819 and except as otherwise provided in the articles or bylaws or a specific contract relating to a transaction, a member may lend money to and transact other business with a limited cooperative association in the same manner as a person that is not a member.
C.R.S. § 7-58-403 — CO Code / Title 7 / Article 58 / Part 4 / Section 7-58-403
7-58-403. Method of voting on amendment of articles and bylaws
Status: in_force

7-58-403. Method of voting on amendment of articles and bylaws. (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 vote on the amendment occurs and need not be separately voted upon by the board of directors.

(3) A vote to adopt a nonsubstantive change to a proposed amendment to the articles or bylaws shall be by the same percentage of votes required to pass a proposed amendment.
C.R.S. § 7-58-804 — CO Code / Title 7 / Article 58 / Part 8 / Section 7-58-804
7-58-804. Election of directors and composition of board
Status: in_force

7-58-804. Election of directors and composition of board. (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; or

(IV) One-third of the directors if there are at least nine directors; and

(b) A majority of the board of directors must be elected exclusively by patron members.

(2) Unless the articles or bylaws otherwise provide, if a limited cooperative association has investor members, directors who are investor members and who are not elected exclusively by patron members must be elected by the investor members.

(3) Unless the articles or bylaws otherwise provide, all nonmember directors, if any, must be elected by the patron members and the investor members.

(4) Subject to subsection (1) of this section, the articles or bylaws may provide for the election of all or a specified number of directors by one or more districts or classes of members.

(5) Subject to subsection (1) of this section, the articles or bylaws may provide for the nomination or election of directors by districts or classes, directly or by district delegates.

(6) If a class of members consists of a single member, the articles or bylaws may provide for the member to appoint a director or directors.

(7) Unless the articles or bylaws otherwise provide, cumulative voting for directors is prohibited.

(8) Except as otherwise provided by the articles, bylaws, subsection (6) of this section, or section 7-58-303, 7-58-516, 7-58-517, or 7-58-809, member directors must be elected at an annual members meeting.
C.R.S. § 7-80-504 — CO Code / Title 7 / Article 80 / Part 5 / Section 7-80-504
7-80-504. Sharing of distributions
Status: in_force

7-80-504. Sharing of distributions. Distributions of cash or other assets of a limited liability company shall be allocated among the members and among classes of members on the basis of the value, as stated in the limited liability company records required to be kept pursuant to section 7-80-408, of the contributions made by each member.
C.R.S. § 7-114-105 — CO Code / Title 7 / Article 114 / Part 1 / Section 7-114-105
7-114-105. Effect of dissolution
Status: in_force

7-114-105. Effect of dissolution. (1) A dissolved corporation continues its corporate 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 properties that will not be distributed in kind to its shareholders;

(c) Discharging or making provision for discharging its liabilities;

(d) Distributing its remaining property among its shareholders according to their interests; and

(e) Doing every other act necessary to wind up and liquidate its business and affairs.

(2) Dissolution of a corporation does not:

(a) Transfer title to the corporation's property;

(b) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;

(c) Subject its directors or officers to standards of conduct different from those prescribed in article 108 of this title;

(d) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws or its articles of incorporation;

(e) Prevent commencement of a proceeding by or against the corporation in its name; or

(f) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution.

(3) A dissolved corporation may dispose of claims against it pursuant to sections 7-90-911 and 7-90-912.
C.R.S. § 7-64-1010 — CO Code / Title 7 / Article 64 / Part 10 / Section 7-64-1010
7-64-1010. Scope of part - choice of law - application to professions and occupations
Status: in_force

7-64-1010. Scope of part - choice of law - application to professions and occupations. (1) A limited liability partnership or limited liability limited partnership may conduct its business, carry on its operations, and exercise the powers granted by this part 10 within and without the state.

(2) (a) It is the intent of the general assembly that the legal existence of limited liability partnerships and limited liability limited partnerships be recognized outside the boundaries of this state and that the law of this state governing the limited liability partnership or limited liability limited partnership transacting business outside this state be granted the protection of full faith and credit under section 1 of article IV of the constitution of the United States.

(b) It is the intent of the general assembly that the internal affairs of a limited liability partnership or limited liability limited partnership formed in this state be subject to and governed by the law of this state including the provisions governing liability of general partners for debts, obligations, and liabilities chargeable to partnerships, limited liability partnerships, and limited liability limited partnerships.

(3) Nothing in this part 10 shall be construed to permit a limited liability partnership, foreign limited liability partnership, limited liability limited partnership, or foreign limited liability limited partnership to engage in a profession or occupation as described in title 12, C.R.S., for which there is a specific statutory provision applicable to the practice of such profession or occupation by a corporation or professional corporation in this state unless authorized under applicable provisions of title 12, C.R.S.
C.R.S. § 7-105-101 — CO Code / Title 7 / Article 105 / Section 7-105-101
7-105-101. Registered office and registered agent
Status: in_force

7-105-101. Registered office and registered agent. (1) Part 7 of article 90 of this title, providing for registered agents and service of process, applies to corporations incorporated under or subject to articles 101 to 117 of this title.

(2) (Deleted by amendment, L. 2003, p. 2315, § 225, effective July 1, 2004.)
C.R.S. § 7-60-135 — CO Code / Title 7 / Article 60 / Section 7-60-135
7-60-135. Power of partner to bind partnership after dissolution
Status: in_force

7-60-135. Power of partner to bind partnership after dissolution. (1) After dissolution, a partner can bind the partnership, except as provided in subsection (3) of this section:

(a) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution;

(b) By any transaction which would bind the partnership if dissolution had not taken place, if the other party to the transaction:

(I) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the dissolution; or

(II) Though the other party had not so extended credit, had nevertheless known of the partnership prior to dissolution, and had no knowledge or notice of dissolution, the fact of dissolution having not been advertised in a newspaper of general circulation in the place, or in each place if more than one, at which the partnership business was regularly carried on.

(2) The liability of a partner under subsection (1)(b) of this section shall be satisfied out of partnership assets alone when such partner had been, prior to dissolution:

(a) Unknown as a partner to the person with whom the contract is made; and

(b) So far unknown and inactive in partnership affairs that the business reputation of the partnership could not be said to have been in any degree due to the partner's connection with it.

(3) The partnership is in no case bound by any act of a partner after dissolution:

(a) Where the partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs; or

(b) Where the partner has become bankrupt; or

(c) Where the partner has no authority to wind up partnership affairs except by transaction with one who:

(I) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the partner's want of authority; or

(II) Had not extended credit to the partnership prior to dissolution, and had no knowledge or notice of the partner's want of authority, the fact of the partner's want of authority having not been advertised in the manner provided for advertising the fact of dissolution in subsection (1)(b)(II) of this section.

(4) Nothing in this section shall affect the liability under section 7-60-116 of any person who, after dissolution, purports to be a partner or consents to being represented by another as a partner in a partnership engaged in carrying on business.
C.R.S. § 7-121-501 — CO Code / Title 7 / Article 121 / Part 5 / Section 7-121-501
7-121-501. Private foundations
Status: in_force

7-121-501. Private foundations. (1) Except where otherwise determined by a court of competent jurisdiction, a nonprofit corporation that is a private foundation as defined in section 509 (a) of the internal revenue code:

(a) Shall distribute such amounts for each taxable year at such time and in such manner as not to subject the nonprofit corporation to tax under section 4942 of the internal revenue code;

(b) Shall not engage in any act of self-dealing as defined in section 4941 (d) of the internal revenue code;

(c) Shall not retain any excess business holdings as defined in section 4943 (c) of the internal revenue code;

(d) Shall not make any investments that would subject the nonprofit corporation to taxation under section 4944 of the internal revenue code;

(e) Shall not make any taxable expenditures as defined in section 4945 (d) of the internal revenue code.
C.R.S. § 7-80-801 — CO Code / Title 7 / Article 80 / Part 8 / Section 7-80-801
7-80-801. Dissolution - time and notice of dissolution
Status: in_force

7-80-801. Dissolution - time and notice of dissolution. (1) A limited liability company formed under this article is dissolved:

(a) Upon the agreement of all members;

(b) At the time or upon the occurrence of the events stated in the operating agreement; or

(c) After the limited liability company ceases to have members, on the earlier of:

(I) The ninety-first day after the limited liability company ceases to have members unless, prior to that date, a person has been admitted as a member; or

(II) The date on which a statement of dissolution of the limited liability company becomes effective pursuant to section 7-90-304.
C.R.S. § 7-110-203 — CO Code / Title 7 / Article 110 / Part 2 / Section 7-110-203
7-110-203. Bylaws - changing quorum or voting requirement for directors - requiring a meeti
Status: repealed

7-110-203. Bylaws - changing quorum or voting requirement for directors - requiring a meeting place. (1) A bylaw that fixes a greater quorum or voting requirement for the board of directors or that requires a meeting of shareholders to be held at a place may be amended or repealed:

(a) If adopted by the shareholders, only by the shareholders unless the bylaws otherwise provide; or

(b) If adopted by the board of directors, either by the shareholders or by the board of directors.

(2) A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended only by a stated vote of either the shareholders or the board of directors.

(3) Action by the board of directors under paragraph (b) of subsection (1) of this section to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors shall meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
C.R.S. § 7-40-103 — CO Code / Title 7 / Article 40 / Section 7-40-103
7-40-103. Contents of certificate or bylaws
Status: in_force

7-40-103. Contents of certificate or bylaws. (1) The certificate of incorporation or bylaws of the corporation shall provide:

(a) The number and term of office of trustees, directors, or managers of the corporation and the manner of their selection or election;

(b) The officers of the corporation and their term of office and the manner of their designation or selection;

(c) The kinds and classes of members and the rights and privileges of each; and

(d) The authority under which conveyance or encumbrance of all or any part of the corporate property may be made, and the persons who are authorized to execute the instruments of conveyance or encumbrance; and, if not contained in the certificate of incorporation or any amendment thereof, a certified copy of this authority shall be recorded in each county in which the corporation owns real estate.
C.R.S. § 7-90-710 — CO Code / Title 7 / Article 90 / Part 7 / Section 7-90-710
7-90-710. Listing of entities represented by commercial registered agents
Status: in_force

7-90-710. Listing of entities represented by commercial registered agents. [Editor's note: This section is effective ninety days following certification by the secretary of state. (See the editor's note following this section.)] The secretary of state shall make available upon request a list of filings made during the previous month that contain the name of a commercial registered agent. The secretary of state may assess a fee for the requested lists.
C.R.S. § 7-123-105 — CO Code / Title 7 / Article 123 / Section 7-123-105
7-123-105. Actions against nonprofit corporations
Status: in_force

7-123-105. Actions against nonprofit corporations. Any other provision of law to the contrary notwithstanding, any civil action permitted under the law of this state may be brought against any nonprofit corporation, and the assets of any nonprofit corporation that would, but for articles 121 to 137 of this title, be immune from levy and execution on any judgment shall nonetheless be subject to levy and execution to the extent that such nonprofit corporation would be reimbursed by proceeds of liability insurance policies carried by it were judgment levied and executed against its assets.
C.R.S. § 7-60-114 — CO Code / Title 7 / Article 60 / Section 7-60-114
7-60-114. Partner's breach of trust - liability
Status: in_force

7-60-114. Partner's breach of trust - liability. (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 property of a third person and the money or property so received is misapplied by any partner while it is in the custody of the partnership.
C.R.S. § 7-130-102 — CO Code / Title 7 / Article 130 / Part 1 / Section 7-130-102
7-130-102. Amendment of articles of incorporation by board of directors or incorporators
Status: in_force

7-130-102. Amendment of articles of incorporation by board of directors or incorporators. (1) Unless otherwise provided in the articles of incorporation, the board of directors may adopt, without member approval, one or more amendments to the articles of incorporation to:

(a) Delete the statement of the names and addresses of the incorporators or of the initial directors;

(b) Delete the statement of the registered agent name and registered agent address of the initial registered agent, if a statement of change changing the registered agent name and registered agent address of the registered agent is on file in the records of the secretary of state;

(b.4) Delete the statement of the principal office address of the initial principal office, if a statement of change changing the principal office address is on file in the records of the secretary of state;

(b.5) Delete the statement of the names and addresses of any or all of the individuals named in the articles of incorporation, pursuant to section 7-90-301 (6), as being individuals who caused the articles of incorporation to be delivered for filing;

(c) Extend the duration of the nonprofit corporation if it was incorporated at a time when limited duration was required by law;

(d) Change the domestic entity name by substituting the word "corporation", "incorporated", "company", or "limited", or an abbreviation of any such word for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution; or

(e) Make any other change expressly permitted by articles 121 to 137 of this title to be made without member action.

(2) The board of directors may adopt, without member action, one or more amendments to the articles of incorporation to change the entity name, if necessary, in connection with the reinstatement of a nonprofit corporation pursuant to part 10 of article 90 of this title.

(3) If a nonprofit corporation has no members or no members entitled to vote on amendments or no members yet admitted to membership, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one or more amendments to the nonprofit corporation's articles of incorporation subject to any approval required pursuant to section 7-130-301. The nonprofit corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice shall be in accordance with section 7-128-203. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles of incorporation and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment shall be approved by a majority of the incorporators, until directors have been chosen, and thereafter by a majority of the directors in office at the time the amendment is adopted.
C.R.S. § 7-80-107 — CO Code / Title 7 / Article 80 / Part 1 / Section 7-80-107
7-80-107. Application of corporation case law to set aside limited liability
Status: in_force

7-80-107. Application of corporation case law to set aside limited liability. (1) In any case in which a party seeks to hold the members of a limited liability company personally responsible for the alleged improper actions of the limited liability company, the court shall apply the case law which interprets the conditions and circumstances under which the corporate veil of a corporation may be pierced under Colorado law.

(2) For purposes of this section, the failure of a limited liability company to observe the formalities or requirements relating to the management of its business and affairs is not in itself a ground for imposing personal liability on the members for liabilities of the limited liability company.

(3) A limited liability company's status for federal tax purposes does not affect its status as a distinct entity organized and existing under this article.
C.R.S. § 7-42-108 — CO Code / Title 7 / Article 42 / Section 7-42-108
7-42-108. Shall keep ditch in repair
Status: in_force

7-42-108. Shall keep ditch in repair. Every ditch corporation formed under the provisions of law shall be required to keep its ditch in good condition so that the water shall not be allowed to escape from the same to the injury of any mining claim, road, ditch, or other property. If it is necessary to convey any ditch over, across, or above any lode or mining claim or to keep the water so conveyed therefrom, the corporation, if necessary to keep the water of the ditch out or from any claim, shall flume the ditch so far as necessary to protect the claim or property from the water of said ditch.
C.R.S. § 7-62-503 — CO Code / Title 7 / Article 62 / Part 5 / Section 7-62-503
7-62-503. Sharing of profits and losses
Status: in_force

7-62-503. Sharing of profits and losses. The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses shall be allocated on the basis of the value (as stated in the partnership records required to be kept pursuant to section 7-62-105) of the contributions made by each partner.
C.R.S. § 7-58-404 — CO Code / Title 7 / Article 58 / Part 4 / Section 7-58-404
7-58-404. Voting by district, class, or voting group
Status: in_force

7-58-404. Voting by district, class, or voting group. (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 section 7-58-405 (1). Approval of the amendment requires the same percentage of votes of the members of that district, class, or voting group required in sections 7-58-405 and 7-58-514.

(2) If a proposed amendment to the articles or bylaws would affect members in two or more districts or classes entitled to vote separately under subsection (1) of this section in the same or a substantially similar way, the districts or classes affected shall vote as a single voting group unless the articles or bylaws otherwise provide for separate voting.
C.R.S. § 7-56-717 — CO Code / Title 7 / Article 56 / Part 7 / Section 7-56-717
7-56-717. Decree of dissolution
Status: in_force

7-56-717. Decree of dissolution. (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 certified copy of the decree to the secretary of state, who shall file it pursuant to part 3 of article 90 of this title.

(2) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the cooperative's business and activities in accordance with section 7-56-705 or 7-56-716 and the giving of notice to the cooperative's registered agent, or to the secretary of state if it has no registered agent, and to claimants in accordance with sections 7-90-911 and 7-90-912.

(3) The assets of the dissolved cooperative, after payment of administrative expenses, shall be distributed in accordance with the provisions of section 7-56-705.

(4) The court's order or decision may be appealed as in other civil proceedings.
C.R.S. § 7-56-713 — CO Code / Title 7 / Article 56 / Part 7 / Section 7-56-713
7-56-713. Appeal from denial of reinstatement
Status: repealed

7-56-713. Appeal from denial of reinstatement. (Repealed)
C.R.S. § 7-50-109 — CO Code / Title 7 / Article 50 / Section 7-50-109
7-50-109. Incorporation of Christian governing organizations
Status: in_force

7-50-109. Incorporation of Christian governing organizations. If any body of Christians has an organization according to its order or mode of government, whether known as synod, presbytery, conference, episcopate, or other name, with ecclesiastical or spiritual jurisdiction over its members throughout this state, and its authorities desire to engage in works of education, benevolence, charity, and missions, which works shall be of like extensive operation and benefit and not of limited or local service, and they shall deem an incorporation convenient for the more successful administration of said works, its said authorities, with such persons as they may associate with them, may cause such incorporation to be formed in the manner and with the powers provided for the incorporation of a church, congregation, or society.
C.R.S. § 7-60-153 — CO Code / Title 7 / Article 60 / Section 7-60-153
7-60-153. Application of corporation case law to set aside limited liability
Status: in_force

7-60-153. Application of corporation case law to set aside limited liability. (1) In any case in which a party seeks to hold the partners of a limited liability partnership or limited liability limited partnership personally responsible for the alleged improper actions of the limited liability partnership or limited liability limited partnership, the court shall apply the case law that interprets the conditions and circumstances under which the corporate veil of a corporation may be pierced under Colorado law.

(2) For purposes of this section, the failure of a limited liability partnership or limited liability limited partnership to observe the formalities or requirements relating to the management of its business and affairs is not in itself a ground for imposing personal liability on the partners for liabilities of the limited liability partnership or limited liability limited partnership.
C.R.S. § 7-30-101.1 — CO Code / Title 7 / Article 30 / Section 7-30-101.1
7-30-101.1. Suspended, defunct, and dissolved nonprofit corporations
Status: in_force

7-30-101.1. Suspended, defunct, and dissolved nonprofit corporations. Any nonprofit corporation other than a nonprofit corporation that is governed by the "Colorado Revised Nonprofit Corporation Act", articles 121 to 137 of this title, that was suspended, declared defunct, administratively dissolved, or dissolved by operation of law, and the business or affairs of which are continued for nonprofit purposes, with or without knowledge of the suspension, declaration, or dissolution, and the business and affairs of which are not wound up, shall be deemed an unincorporated organization that qualifies as a nonprofit association for purposes of sections 7-30-101.2 and 7-30-106, unless such nonprofit corporation is reinstated as provided in part 10 of article 90 of this title.
C.R.S. § 7-109-108 — CO Code / Title 7 / Article 109 / Section 7-109-108
7-109-108. Insurance
Status: in_force

7-109-108. Insurance. A corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the corporation, or who, while a director, officer, employee, fiduciary, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, agent, associate, employee, fiduciary, manager, member, partner, promoter, or trustee of, or in any other capacity with, another person or an employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from the person's status as a director, officer, employee, fiduciary, or agent, whether or not the corporation would have power to indemnify the person against the same liability under section 7-109-102, 7-109-103, or 7-109-107. Any such insurance may be procured from any insurance company designated by the board of directors, whether the insurance company is formed under the law of this state or any other jurisdiction of the United States or elsewhere, including any insurance company in which the corporation has an equity or any other interest through stock ownership or otherwise.
C.R.S. § 7-56-506 — CO Code / Title 7 / Article 56 / Part 5 / Section 7-56-506
7-56-506. Warehouse receipts - interest in warehouse entities
Status: in_force

7-56-506. Warehouse receipts - interest in warehouse entities. 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 the commodities delivered by it or to any other person, and any legal warehouse receipt shall be considered as adequate collateral to the extent of the usual and current value of the commodity represented by the receipt. If the warehouse is licensed or licensed and bonded under the law of this state, any other state, or the United States, its warehouse receipt delivered to the cooperative on commodities of the cooperative or its members or delivered by the cooperative or its members shall not be challenged or discriminated against because of ownership or control, wholly or in part, by the cooperative.
C.R.S. § 7-106-204 — CO Code / Title 7 / Article 106 / Part 2 / Section 7-106-204
7-106-204. Share dividends
Status: in_force

7-106-204. Share dividends. (1) Unless otherwise provided in the articles of incorporation, shares may be issued pro rata and without consideration to the shareholders or to the shareholders of one or more classes or series of its shares. An issuance of shares pursuant to this subsection (1) is a share dividend.

(2) Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless:

(a) The articles of incorporation so authorize;

(b) Such issuance is approved by a majority of the votes entitled to be cast by the class or series to be issued; or

(c) There are no outstanding shares of the class or series to be issued.

(3) The bylaws or, in the absence of an applicable bylaw, the board of directors may fix a future date as the record date for determining shareholders entitled to a share dividend. If no future record date is so fixed, the record date is the date the board of directors authorizes the share dividend.
C.R.S. § 7-51-107 — CO Code / Title 7 / Article 51 / Section 7-51-107
7-51-107. Board of directors
Status: in_force

7-51-107. Board of directors. The corporate powers of any such corporation shall be exercised by a board of directors, trustees, or other similar officers in the manner and for the time that may be prescribed in the constitution and bylaws of the corporation, but the same shall not be in conflict with any of the provisions of this article or the law of this state.
C.R.S. § 7-58-1602 — CO Code / Title 7 / Article 58 / Part 16 / Section 7-58-1602
7-58-1602. Conversion
Status: in_force

7-58-1602. Conversion. 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, if required by section 7-58-1603, approve the plan of conversion.
C.R.S. § 7-56-712 — CO Code / Title 7 / Article 56 / Part 7 / Section 7-56-712
7-56-712. Reinstatement following administrative dissolution
Status: repealed

7-56-712. Reinstatement following administrative dissolution. (Repealed)
C.R.S. § 7-56-503 — CO Code / Title 7 / Article 56 / Part 5 / Section 7-56-503
7-56-503. Remedies for breach of marketing or purchasing contract
Status: in_force

7-56-503. Remedies for breach of marketing or purchasing contract. (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, purchase, receipt, or delivery or withholding of products or other goods and may further provide that the member will pay all costs, premiums for bonds, expenses, and fees if any action is brought upon the contract by the cooperative. All such provisions shall be valid and enforceable in the courts of this state, and clauses providing for liquidated damages shall be enforceable as such and shall not be regarded as penalties.

(2) In the event of any breach or threatened breach of a marketing or purchasing contract by a member, the cooperative shall be entitled to an injunction to prevent the further breach of the contract and to a decree of specific performance of the contract. Pending the adjudication of the action and upon filing a sufficient bond and verified complaint showing the breach or threatened breach, the cooperative shall be entitled to a temporary restraining order and preliminary injunction against the member.

(3) In any action upon a marketing contract, it shall be conclusively presumed that a landowner, landlord, or lessor is able to control the delivery of products or other goods produced on such landowner's, landlord's, or lessor's land by tenants or others whose tenancy or possession or work on such land or the terms of whose tenancy or possession or labor on such land was created or changed after execution by the landowner, landlord, or lessor of such marketing contract. The remedies provided in this section for nondelivery or breach shall lie and be enforceable against such landowner, landlord, or lessor in any such action upon a marketing contract.
C.R.S. § 7-80-501 — CO Code / Title 7 / Article 80 / Part 5 / Section 7-80-501
7-80-501. Form of contribution
Status: in_force

7-80-501. Form of contribution. The contribution of a member may be in cash, property, or services rendered or a promissory note or other obligation to contribute cash or property or to perform services. A person may be admitted to a limited liability company as a member of the limited liability company and may receive a membership interest in the limited liability company without making a contribution or being obligated to make a contribution to the limited liability company. Unless otherwise provided in the operating agreement, a person may be admitted to a limited liability company as a member of the limited liability company without acquiring a membership interest in the limited liability company. Unless otherwise provided in the operating agreement, a person may be admitted as the sole member of a limited liability company without making a contribution or being obligated to make a contribution to the limited liability company or without acquiring a membership interest in the limited liability company.
C.R.S. § 7-61-103 — CO Code / Title 7 / Article 61 / Section 7-61-103
7-61-103. Formation
Status: in_force

7-61-103. Formation. (1) Two or more persons desiring to form a limited partnership shall:

(a) Sign and swear to a certificate which shall state:

(I) The name of the partnership;

(II) The character of the business;

(III) The location of the principal place of business;

(IV) The name and place of residence of each member, general and limited partners being respectively designated;

(V) The duration for which the partnership is to exist;

(VI) The amount of cash and a description of and the agreed value of the other property contributed by each limited partner;

(VII) The additional contributions, if any, agreed to be made by each limited partner and the times at which or events on the happening of which they shall be made;

(VIII) The time, if agreed upon, when the contribution of each limited partner is to be returned;

(IX) The share of the profits or the other compensation by way of income that each limited partner shall receive by reason of the limited partner's contribution;

(X) The right, if given, of a limited partner to substitute an assignee as contributor in the place of the limited partner and the terms and conditions of the substitution;

(XI) The right, if given, of the partners to admit additional limited partners;

(XII) The right, if given, of one or more of the limited partners to priority over other limited partners as to contributions or as to compensation by way of income and the nature of such priority;

(XIII) The right, if given, of remaining general partner or partners to continue the business on the death, retirement, or insanity of a general partner; and

(XIV) The right, if given, of a limited partner to demand and receive property other than cash in return for the limited partner's contribution.

(b) File for record the certificate in the office of the county clerk and recorder.

(2) A limited partnership is formed if there has been substantial compliance in good faith with the requirements of this section.
C.R.S. § 7-71-112 — CO Code / Title 7 / Article 71 / Section 7-71-112
7-71-112. Affidavit or certification recorded pursuant to 24-35-301 (1
Status: in_force

7-71-112. Affidavit or certification recorded pursuant to 24-35-301 (1.5), C.R.S. Any affidavit recorded pursuant to section 24-35-301 (1.5), C.R.S., prior to its repeal, shall continue to constitute prima facie evidence of the facts recited therein insofar as the same affect title to real property.
C.R.S. § 7-49-111 — CO Code / Title 7 / Article 49 / Section 7-49-111
7-49-111. Percentage of insurance
Status: in_force

7-49-111. Percentage of insurance. (1) The corporation may insure:

(a) Up to one hundred percent of the unpaid principal amount of loans for the purpose of purchasing, rehabilitating, or repairing eligible housing;

(b) Up to thirty percent of the original principal amount of refinancing loans, if the funds in excess of those required to discharge existing mortgages are used for rehabilitation of all dwelling units in structures refinanced and for no other purpose; and

(c) Up to thirty percent of the original principal amount of acquisition loans, if the insured loan together with other resources of the borrower is sufficient to acquire the property and to complete rehabilitation in accordance with the standards of this article. When the borrower of such an insured loan has repaid to the lender thirty percent of the original principal balance, the loan shall cease to be insured, and thereafter the borrower shall no longer be required to make mortgage insurance payments to the corporation.
C.R.S. § 7-126-102 — CO Code / Title 7 / Article 126 / Part 1 / Section 7-126-102
7-126-102. Admission
Status: in_force

7-126-102. Admission. (1) The bylaws may establish criteria or procedures for admission of members.

(2) No person shall be admitted as a member without such person's consent.

(3) A nonprofit corporation may issue certificates evidencing membership therein.
C.R.S. § 7-80-716 — CO Code / Title 7 / Article 80 / Part 7 / Section 7-80-716
7-80-716. Dismissal of derivative proceeding
Status: in_force

7-80-716. Dismissal of derivative proceeding. (1) A derivative proceeding commenced pursuant to this part 7 shall be dismissed by the court on motion by the limited liability company if any one of the groups specified in subsection (2) of this section has determined in good faith, after conducting an inquiry upon which the determination is based, that the maintenance of the derivative action is not in the best interests of the limited liability company.

(2) (a) Subject to the requirements of paragraph (b) of this subsection (2), the determination whether the maintenance of the derivative proceeding is in the best interests of the limited liability company shall be made by the independent manager of the limited liability company or, where there is more than one such manager, by a majority of said managers; except that, if there is no independent manager of the limited liability company or if the majority of such managers is unable to make the determination, the determination shall be made by a majority of the independent members of the limited liability company.

(b) If the determination is not made pursuant to paragraph (a) of this subsection (2), the determination shall be made by the person, or, in the case of more than one person, by a majority of such persons, sitting upon a panel of one or more persons appointed by a court upon motion filed with the court by the limited liability company for such purposes.

(3) The court shall appoint only independent persons to the panel described in paragraph (b) of subsection (2) of this section.

(4) None of the following shall by itself cause a person not to be considered independent for purposes of subsection (2) of this section:

(a) The naming of the person as a defendant in the derivative proceeding or as a person against whom action is demanded;

(b) The approval by such person of the act being challenged in the derivative proceeding or demand where the act did not result in personal benefit to such person;

(c) The making of the demand pursuant to section 7-80-714 or the commencement of the derivative proceeding pursuant to this section.

(5) Subject to section 7-80-717, a panel appointed by the court pursuant to paragraph (b) of subsection (2) of this section shall have such authority to continue, settle, or discontinue the derivative proceeding as the court may confer upon such panel.

(6) The plaintiff in the derivative proceeding shall have the burden of proving that any of the requirements of subsections (1) and (2) of this section have not been met.
C.R.S. § 7-114-201 — CO Code / Title 7 / Article 114 / Part 2 / Section 7-114-201
7-114-201. Grounds for administrative dissolution
Status: repealed

7-114-201. Grounds for administrative dissolution. (Repealed)
C.R.S. § 7-62-203 — CO Code / Title 7 / Article 62 / Part 2 / Section 7-62-203
7-62-203. Statement of dissolution
Status: in_force

7-62-203. Statement of dissolution. (1) Upon the dissolution of the partnership or at any time there are no limited partners, the partnership shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of dissolution stating:

(a) The domestic entity name of the limited partnership;

(b) (Deleted by amendment, L. 2003, p. 2243, § 128, effective July 1, 2004.)

(b.5) The principal office address of the limited partnership's principal office; and

(c) That the partnership is dissolved.

(d) and (e) (Deleted by amendment, L. 2004, p. 1441, § 127, effective July 1, 2004.)

(2) The statement of dissolution shall not affect the limited liability of the partners during the period of winding up and termination of the partnership.
C.R.S. § 7-64-205 — CO Code / Title 7 / Article 64 / Part 2 / Section 7-64-205
7-64-205. Admission without contribution or transferrable interest
Status: in_force

7-64-205. Admission without contribution or transferrable interest. A person may be admitted as a partner to a partnership either upon formation of the partnership or thereafter without making a contribution or being obligated to make a contribution to the partnership, and a person may be admitted as a partner to a partnership either upon formation of the partnership or thereafter without acquiring a transferrable interest, if in either case such admission is pursuant to a written partnership agreement or other writing confirming the admission.
C.R.S. § 7-130-107 — CO Code / Title 7 / Article 130 / Part 1 / Section 7-130-107
7-130-107. Amendment of articles of incorporation pursuant to reorganization
Status: in_force

7-130-107. Amendment of articles of incorporation pursuant to reorganization. (1) Articles of incorporation may be amended, without action by the board of directors or members, to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under a statute of this state or of the United States if the articles of incorporation after amendment contain only provisions required or permitted by section 7-122-102.

(2) For an amendment to the articles of incorporation to be made pursuant to subsection (1) of this section, an individual or individuals designated by the court 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 entity name of the nonprofit corporation;

(b) The text of each amendment approved by the court;

(c) The date of the court's order or decree approving the articles of amendment;

(d) The title of the reorganization proceeding in which the order or decree was entered; and

(e) A statement that the court had jurisdiction of the proceeding under a specified statute of this state or of the United States.

(3) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
C.R.S. § 7-55-112 — CO Code / Title 7 / Article 55 / Section 7-55-112
7-55-112. Merger, conversion, or consolidation
Status: in_force

7-55-112. Merger, conversion, or consolidation. Two or more corporations formed under articles 30 to 55 or subject to articles 121 to 137 or articles 101 to 117 of this title, or a similar law of any jurisdiction, may be merged or consolidated as a cooperative association, or any cooperative association may convert into any form of entity permitted by section 7-90-201, upon such terms and for such purpose and by such domestic entity name as may be agreed upon, which domestic entity name shall comply with part 6 of article 90 of this title. Such agreement shall also state all the matters necessary to a statement of merger, statement of conversion, or articles of consolidation and shall be approved by a two-thirds majority of the members of the boards of directors and a two-thirds majority vote of the members or stockholders of each association, nonprofit corporation, or corporation present and voting in person or by mail ballot at any regular or special meeting at which prior notice, with mail ballot attached, had been mailed to each member or stockholder stating the plan of merger, conversion, or consolidation; except that cooperative associations with less than one hundred members may post notice of such plan of merger or consolidation in a conspicuous place at its normal place of business for at least thirty days prior to such meeting. A statement of merger complying with section 7-90-203.7, a statement of conversion complying with section 7-90-201.7, or articles of consolidation shall be delivered to the secretary of state, for filing pursuant to part 3 of article 90 of this title, and a certificate of the secretary of state as to the fact of such filing shall be recorded in the office of each county in which each party to the merger, conversion, or consolidation is situated. From and after the filing of articles of consolidation, the former associations, nonprofit corporations, or corporations comprising the component parts shall cease to exist, and the consolidated cooperative association shall succeed to all rights, duties, and powers prescribed in the agreement of consolidated associations, nonprofit corporations, or corporations, not inconsistent with this article, and shall be subject to all liabilities and obligations of the former component associations, nonprofit corporations, or corporations and succeed to all property and interest thereof and may adopt bylaws and do all things permitted by this article. The effect of a conversion shall be as provided in section 7-90-202. The effect of a merger shall be as provided in section 7-90-204.
C.R.S. § 7-61-112 — CO Code / Title 7 / Article 61 / Section 7-61-112
7-61-112. Status of person erroneously believing self to be a limited partner
Status: in_force

7-61-112. Status of person erroneously believing self to be a limited partner. A person who has contributed to the capital of a business conducted by a person or partnership erroneously believing that the person has become a limited partner in a limited partnership is not, by reason of the person's exercise of the rights of a limited partner, a general partner with the person or in the partnership carrying on the business or bound by the obligations of such person or partnership if, on ascertaining the mistake, the person promptly renounces the person's interest in the profits of the business or other compensation by way of income.
C.R.S. § 7-101-504 — CO Code / Title 7 / Article 101 / Part 5 / Section 7-101-504
7-101-504. Nonprofit corporations
Status: in_force

7-101-504. Nonprofit corporations. A nonprofit corporation cannot be a constituent entity in connection with any merger with or conversion into a public benefit corporation.
C.R.S. § 7-56-407 — CO Code / Title 7 / Article 56 / Part 4 / Section 7-56-407
7-56-407. Persons to be bonded
Status: in_force

7-56-407. Persons to be bonded. 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.
C.R.S. § 7-58-806 — CO Code / Title 7 / Article 58 / Part 8 / Section 7-58-806
7-58-806. Resignation of director
Status: in_force

7-58-806. Resignation of director. 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.
C.R.S. § 7-58-102 — CO Code / Title 7 / Article 58 / Part 1 / Section 7-58-102
7-58-102. Definitions
Status: in_force

7-58-102. Definitions. As used in this article, unless this article states a different definition:

(1) The terms defined in article 90 of this title have the meanings stated in that article unless this article states a different definition.

(2) "Articles of organization" or "articles" means the articles of organization of a limited cooperative association required by section 7-58-302 containing provisions required or permitted by sections 7-58-303 and 7-58-306. The term includes the articles of organization as amended or restated.

(3) "Board of directors" means the board of directors of a limited cooperative association.

(4) "Bylaws" means the bylaws of a limited cooperative association required by section 7-58-304 containing provisions required or permitted by sections 7-58-305 and 7-58-306. The term includes the bylaws as amended or restated.

(5) "Contribution", except as used in section 7-58-1008 (3), means a benefit that a person provides to a limited cooperative association to become or remain a member or in the person's capacity as a member.

(6) "Cooperative" means a limited cooperative association or an entity organized under any cooperative law of any jurisdiction.

(7) "Director" means a director of a limited cooperative association.

(8) "Distribution", except as used in section 7-58-1007 (5), means a transfer of money or other property from a limited cooperative association to a member because of the member's financial rights or to a transferee of a member's financial rights.

(9) "Financial rights" means the right to participate in allocations and distributions as provided in parts 10 and 12 of this article but does not include rights or obligations under a marketing contract governed by part 7 of this article.

(10) "Governance rights" means the right to participate in governance of a limited cooperative association.

(11) "Investor member" means a member that has made a contribution to a limited cooperative association and that:

(a) Is not required by the articles or bylaws to conduct patronage with the association in the member's capacity as an investor member in order to receive or retain the member's interest; or

(b) Is not permitted by the articles or bylaws to conduct patronage with the association in the member's capacity as an investor member in order to receive or retain the member's interest.

(12) "Limited cooperative association" or "association" means an association organized under this article.

(13) "Member" means a person that is admitted as a patron member or investor member, or both, in a limited cooperative association. The term does not include a person that has dissociated as a member.

(14) "Member's interest" means the interest of a patron member or investor member with the attributes stated in section 7-58-601.

(15) "Members meeting" means an annual members meeting or special meeting of members.

(16) "Organizer" means a person who is named in the articles as an organizer.

(17) "Patronage" means business transactions between a limited cooperative association and a person that entitle the person to receive financial rights based on the value or quantity of business done between the association and the person.

(18) "Patron member" means a member that has made a contribution to a limited cooperative association and that:

(a) Is required by the articles or bylaws to conduct patronage with the association in the member's capacity as a patron member in order to receive or retain the member's interest; or

(b) Is permitted by the articles or bylaws to conduct patronage with the association in the member's capacity as a patron member in order to receive or retain the member's interest.

(19) "Proper court" means the district court for the county in this state in which the street address of the limited cooperative association's principal office is located or, if the association has no principal office in this state, the district court for the county in which the street address of its registered agent is located, or, if the association has no registered agent, the district court for the city and county of Denver.

(20) "Record", used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(21) "Required information" means the information a limited cooperative association is required to maintain under section 7-58-112.

(22) "Sign" means, with present intent, to authenticate or adopt a record by:

(a) Executing or adopting a tangible symbol; or

(b) Attaching to or logically associating with the record an electronic symbol, sound, or process.

(23) "Transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law.

(24) "Voting group" means any combination of one or more voting members in one or more districts or classes that, under this article or the articles or bylaws, are entitled to vote and can be counted together collectively on a matter at a members meeting.

(25) "Voting member" means a member that, under this article or the articles or bylaws, has a right to vote on matters subject to vote by members under this article or the articles or bylaws.

(26) "Voting power" means the total current power of members to vote on a particular matter for which a vote may or is to be taken.
C.R.S. § 7-90-810 — CO Code / Title 7 / Article 90 / Part 8 / Section 7-90-810
7-90-810. Appeal from revocation
Status: repealed

7-90-810. Appeal from revocation. (Repealed)
C.R.S. § 7-103-105 — CO Code / Title 7 / Article 103 / Section 7-103-105
7-103-105. Agent may convey real estate - repeal
Status: repealed

7-103-105. Agent may convey real estate - repeal. (Repealed)
C.R.S. § 7-58-1203 — CO Code / Title 7 / Article 58 / Part 12 / Section 7-58-1203
7-58-1203. Judicial dissolution - grounds
Status: in_force

7-58-1203. Judicial dissolution - grounds. (1) A limited cooperative association may be dissolved in a proceeding brought in court by the attorney general if it is established that:

(a) The association obtained its articles of organization through fraud; or

(b) The association has continued to exceed or abuse the authority conferred upon it by law.

(2) A limited cooperative association may be dissolved in a proceeding brought in court by a member if it is established that:

(a) The directors are deadlocked in the management of the association's affairs, the members are unable to break the deadlock, and irreparable injury to the association is occurring or is threatened because of the deadlock;

(b) The directors or those in control of the association have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;

(c) The members are deadlocked in voting power and have failed to elect successors to directors whose terms have expired for two consecutive periods during which annual members meetings were held or were to be held; or

(d) The assets of the association are being misapplied or wasted.

(3) A limited cooperative association may be dissolved in a proceeding brought in court by a creditor if it is established that:

(a) A creditor's claim has been reduced to judgment, the execution on the judgment has been returned unsatisfied, and the association is insolvent; or

(b) The association is insolvent and the association has admitted in writing that a creditor's claim is due and owing.

(4) In lieu of dissolution in a proceeding described in subsection (1), (2), or (3) of this section, the court may order any other relief that is appropriate and equitable.
C.R.S. § 7-90-705 — CO Code / Title 7 / Article 90 / Part 7 / Section 7-90-705
7-90-705. Change of principal office address
Status: in_force

7-90-705. Change of principal office address. (1) An entity that has stated a principal office address in a document filed by the secretary of state may change its principal office address only by stating a different principal office address in one of the following:

(a) A statement of change filed pursuant to section 7-90-305.5, which statement of change shall not be required to comply with section 7-90-305.5 (2)(b);

(b) A periodic report filed pursuant to section 7-90-501;

(c) Any form or cover sheet filed by the secretary of state pursuant to part 3 of this article, which form or cover sheet has been prescribed by the secretary of state for effecting such change; or

(d) A statement of dissolution or articles of dissolution.
C.R.S. § 7-64-302 — CO Code / Title 7 / Article 64 / Part 3 / Section 7-64-302
7-64-302. Transfer of partnership property
Status: in_force

7-64-302. Transfer of partnership property. (1) Partnership property may be transferred as follows:

(a) Subject to the effect of a statement of partnership authority under section 7-64-303, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.

(b) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.

(c) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.

(2) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under section 7-64-301 and:

(a) As to a subsequent transferee who gave value for property transferred under paragraph (a) or (b) of subsection (1) of this section, proves that the subsequent transferee had notice that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or

(b) As to a transferee who gave value for property transferred under paragraph (c) of subsection (1) of this section, proves that the transferee had notice that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.

(3) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (2) of this section, from any earlier transferee of the property.

(4) If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
C.R.S. § 7-80-806 — CO Code / Title 7 / Article 80 / Part 8 / Section 7-80-806
7-80-806. Enforcement of claims against dissolved limited liability company
Status: repealed

7-80-806. Enforcement of claims against dissolved limited liability company. (Repealed)
C.R.S. § 7-58-1701 — CO Code / Title 7 / Article 58 / Part 17 / Section 7-58-1701
7-58-1701. Uniformity of application and construction
Status: in_force

7-58-1701. Uniformity of application and construction. 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.
C.R.S. § 7-74-108 — CO Code / Title 7 / Article 74 / Section 7-74-108
7-74-108. Effect on other law
Status: in_force

7-74-108. Effect on other law. (1) Except as provided in subsection (2) of this section, this article displaces conflicting tort, restitutionary, and other law of this state providing civil remedies for misappropriation of a trade secret.

(2) This article does not affect:

(a) Contractual remedies, whether or not based upon misappropriation of a trade secret;

(b) Other civil remedies that are not based upon misappropriation of a trade secret; or

(c) Criminal remedies, whether or not based upon misappropriation of a trade secret.
C.R.S. § 7-60-149 — CO Code / Title 7 / Article 60 / Section 7-60-149
7-60-149. Limited liability partnership periodic reports
Status: in_force

7-60-149. Limited liability partnership periodic reports. Part 5 of article 90 of this title, providing for periodic reports from reporting entities, applies to limited liability partnerships subject to this article.
C.R.S. § 7-45-102 — CO Code / Title 7 / Article 45 / Section 7-45-102
7-45-102. Definitions
Status: in_force

7-45-102. Definitions. As used in this article, unless the context otherwise requires:

(1) "Associated rail corridor" means a corridor for a proposed rail line and any related rail facilities necessary for the operation of a rail line that are to be located in the right-of-way of a toll road or toll highway.

(2) "Associated service area" means a gas station, restaurant, or other travel-related service that serves motorists using a toll road or toll highway.

(3) "Associated utility corridor" means a utility line or system and any related infrastructure used to convey gas, electricity, water, sewage, telecommunications signals, data, or other media located or to be located in the right-of-way of a toll road or toll highway.

(4) "Commenting state agencies" means the department of transportation, the department of public health and environment, the department of natural resources, the department of agriculture, and the department of local affairs.

(5) "Commercial, residential, and industrial development" means the development of offices, shops, stores, hotels, restaurants, bars, warehouses, factories, houses, apartments, condominiums, and other buildings and structures used for the sale and rental of goods or services, for the manufacture, fabrication, assembly, or storage of products, or for sleeping or dwelling.

(6) "Company" means a domestic corporation, general partnership, limited partnership, limited liability company, limited liability partnership, limited liability limited partnership, limited partnership association, nonprofit association, nonprofit corporation, cooperative, or other organization or association that is created under a statute or common law of this state and that is recognized under the law of this state as a separate legal entity.

(7) "Filed formation document" means articles of incorporation, articles of organization, a certificate of limited partnership, articles of association, a statement of registration, or any other document of similar import filed by an entity with the secretary of state under which the entity is formed or obtains its legal status in this state.

(7.3) "New toll road or toll highway company" means a toll road or toll highway company that, as of June 2, 2008, has not specified and mapped a three-mile corridor in its filed formation document as was required by section 7-45-101 (1) before June 2, 2008.

(7.5) "Preexisting toll road or toll highway company" means a toll road or toll highway company that, as of June 2, 2008, had specified and mapped a three-mile corridor in its filed formation document as was required by section 7-45-101 (1) before June 2, 2008.

(8) "Toll road" or "toll highway" means a series of improvements, including but not limited to paving, grading, landscaping, curbs, gutters, culverts, sidewalks, bikeways, lighting, bridges, overpasses, underpasses, frontage roads, access roads, interchanges, drainage facilities, mass transit lanes, park and ride facilities, toll collection facilities, administrative or maintenance facilities, and emergency response and law enforcement services. Nothing in this article shall be construed to affect any common carrier, as defined in section 40-1-102 (3), C.R.S., including, but not limited to, any railroad. Any utility line, system, or infrastructure shall be subject to a reasonable fee and reasonable relocation provisions.

(9) "Toll road or toll highway company" means a company that proposes to construct a toll road or toll highway in this state under the provisions of this article.

(10) "Toll road or toll highway project" or "project" means a proposed toll road or toll highway together with any associated rail corridor, associated service area, or associated utility corridor.
C.R.S. § 7-90-204 — CO Code / Title 7 / Article 90 / Part 2 / Section 7-90-204
7-90-204. Effect of merger
Status: in_force

7-90-204. Effect of merger. (1) When a merger takes effect:

(a) Every merging entity merges into the surviving entity and the separate existence of every merging entity ceases. All of the rights, privileges, including specifically the attorney-client privilege, and powers of each of the merging entities; all real, personal, and mixed property; and all obligations due to each of the merging entities, as well as all other things and causes of action of each of the merging entities, vest as a matter of law in the surviving entity and are thereafter the rights, privileges, powers, and property of, and obligations due to, the surviving entity. Title to any property vested in any of the merging entities does not revert and is not in any way impaired by reason of the merger; except that all rights of creditors in and all liens upon any property of any of the merging entities are preserved unimpaired in the same property, however held. All obligations of the merging entities attach as a matter of law to the surviving entity and may be fully enforced against the surviving entity. A merger does not constitute a conveyance, transfer, or assignment. Nothing in this section affects the validity of contract provisions or of reversions or other forms of title limitations that attach conditions or consequences specifically to mergers.

(b) Any owner who was liable for the obligation of any merging entity solely by reason of being an owner of the merging entity, but who will otherwise not be liable for the obligation of the surviving entity, remains liable for the obligations of the merging entity incurred before the merger unless a contract giving rise to the obligation provides otherwise.

(c) Unless otherwise provided in the constituent documents or required under the organic statutes, no merging entity shall be required to wind up its affairs or pay obligations and distribute assets, and the merger shall not be deemed to constitute a dissolution or liquidation of the merging entity. Unless otherwise provided in the constituent documents of a constituent entity or as required under the organic statutes, any payments in cash or in kind to owners of the constituent entity pursuant to the plan of merger shall not be deemed to constitute a dividend, liquidating distribution, or other distribution that gives rise to contractual distributional preference rights.
C.R.S. § 7-49-116 — CO Code / Title 7 / Article 49 / Section 7-49-116
7-49-116. Nonliability of state for mortgage insurance commitments
Status: in_force

7-49-116. Nonliability of state for mortgage insurance commitments. This state shall not be liable for mortgage insurance commitments of the fund beyond the reserves and fee revenues of the fund. The mortgage insurance commitments issued on the fund shall contain a statement to that effect.
C.R.S. § 7-58-1207 — CO Code / Title 7 / Article 58 / Part 12 / Section 7-58-1207
7-58-1207. Winding up
Status: in_force

7-58-1207. Winding up. (1) A limited cooperative association continues its existence after dissolution only for purposes of winding up its activities.

(2) In winding up a limited cooperative association's activities, the board of directors shall cause the association to:

(a) Collect its assets;

(b) Preserve the association or its property as a going concern for no more than a reasonable time;

(c) Prosecute and defend actions and proceedings;

(d) Dispose of its properties that will not be distributed in kind to its members;

(e) Discharge or make provision for discharging its liabilities;

(f) Distribute its remaining property among its members; and

(g) Do every other act necessary to wind up and liquidate its business and affairs.

(3) After dissolution and upon application of a limited cooperative association, a member, or a holder of financial rights, the proper court may order judicial supervision of the winding up of the association, including the appointment of a person to wind up the association's activities, if:

(a) After a reasonable time, the association has not wound up its activities; or

(b) The applicant establishes other good cause.
C.R.S. § 7-58-1302 — CO Code / Title 7 / Article 58 / Part 13 / Section 7-58-1302
7-58-1302. Proper plaintiff
Status: in_force

7-58-1302. Proper plaintiff. (1) A derivative action to enforce a right of a limited cooperative association may be maintained only by a person that:

(a) Is a member or a dissociated member at the time the action is commenced and:

(I) Was a member when the conduct giving rise to the action occurred; or

(II) Whose status as a member devolved upon the person by operation of law or the articles or bylaws from a person that was a member at the time of the conduct; and

(b) Adequately represents the interests of the association.

(2) If the sole plaintiff in a derivative action dies while the action is pending, the court may permit another member who meets the requirements of subsection (1) of this section to be substituted as plaintiff.
C.R.S. § 7-90-205 — CO Code / Title 7 / Article 90 / Part 2 / Section 7-90-205
7-90-205. Scope of article - article not exclusive - repeal
Status: repealed

7-90-205. Scope of article - article not exclusive - repeal. (Repealed)
C.R.S. § 7-132-101 — CO Code / Title 7 / Article 132 / Section 7-132-101
7-132-101. Sale of property
Status: in_force

7-132-101. Sale of property. (1) Unless the bylaws otherwise provide, a nonprofit corporation may, as authorized by the board of directors:

(a) Sell, lease, exchange, or otherwise dispose of all or substantially all of its property in the usual and regular course of business;

(b) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber all or substantially all of its property whether or not in the usual and regular course of business.

(2) Unless otherwise provided in the bylaws, approval by the members of a transaction described in this section is not required.
C.R.S. § 7-56-604 — CO Code / Title 7 / Article 56 / Part 6 / Section 7-56-604
7-56-604. Merger of parent and subsidiary
Status: in_force

7-56-604. Merger of parent and subsidiary. (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 such subsidiary into itself or merge itself into such subsidiary.

(2) The boards of the parent cooperative and of the subsidiary shall adopt by resolution, and the members of both the parent cooperative and the subsidiary shall approve, a plan of merger that states the following:

(a) The entity names of the parent cooperative and subsidiary and the entity name of the surviving party;

(b) The terms and conditions of the proposed merger;

(c) The manner and basis of converting the shares of the parent cooperative and subsidiary into shares, obligations, or other securities of the surviving party or any other cooperative into money or other property in whole or part;

(d) Any amendments to the articles of the surviving party to be effected by the merger; and

(e) Any other provisions relating to the merger as are deemed necessary or desirable.

(3) The members of the parent cooperative shall not be required to vote on the merger unless the articles, bylaws, or the board requires otherwise; except that if, as a result of the merger, the voting shares, memberships, or other interests of members of the parent cooperative would be materially altered, then the members of the parent cooperative shall have the right to vote on the plan of merger. If the members of the parent cooperative have the right to vote on the plan of merger, the parent cooperative shall mail a copy or summary of the plan of merger to each member of the parent cooperative who has the right to vote on the plan and all parties to the merger. Notice and meeting requirements as provided for in this article shall apply.

(4) If the members of the parent cooperative have the right to vote on the plan of merger, unless the articles, bylaws, or the board requires a greater or lesser vote, the plan of merger, consolidation, or share or equity capital exchange shall be approved by a majority of the members of the parent cooperative present and voting on the plan in person or in any other manner authorized by the cooperative pursuant to section 7-56-305 (1). Upon approval of a plan of merger pursuant to this section, a statement of merger shall be delivered to the secretary of state, for filing pursuant to part 3 of article 90 of this title, and a copy of the statement of merger, certified by the secretary of state, shall be filed for record in each of the counties, if any, in which such filing is required by section 7-56-602 (3).

(5) (Deleted by amendment, L. 98, p. 612, § 6, effective July 1, 1998.)
C.R.S. § 7-49-118 — CO Code / Title 7 / Article 49 / Section 7-49-118
7-49-118. Books and records
Status: in_force

7-49-118. Books and records. In addition to the books and records required by sections 7-116-101 to 7-116-105, the corporation shall keep a record showing the names and addresses of all members of the corporation and the current status of loans made by each to the corporation. Members shall have the same rights with respect to such books and records as are given to stockholders by sections 7-116-101 to 7-116-106.
C.R.S. § 7-58-406 — CO Code / Title 7 / Article 58 / Part 4 / Section 7-58-406
7-58-406. Restated articles
Status: in_force

7-58-406. Restated articles. (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 amendments to the articles. If the restatement includes an amendment requiring approval of the members, it must be approved in the same manner as an amendment to the articles under section 7-58-405 (1).

(3) If the board of directors submits a restatement for action by the members, the board shall call a meeting of members and mail or otherwise transmit or deliver in a record the information and give notice of the meeting in accordance with section 7-58-402 (2) to each member entitled to vote on the restatement. The copy of the restatement provided to members must identify any amendment or other change the restatement would make in the articles.

(4) A limited cooperative association restating its articles shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, articles of restatement stating:

(a) The domestic entity name of the association;

(b) The text of the restated articles; and

(c) If the restatement was adopted by the board of directors or organizers without member action, a statement to that effect and that member action was not required.

(5) Upon filing by the secretary of state or at any later effective date determined pursuant to section 7-90-304, restated articles supersede the original articles and all prior amendments to them.
C.R.S. § 7-30-102 — CO Code / Title 7 / Article 30 / Section 7-30-102
7-30-102. Supplementary general principles of law and equity
Status: in_force

7-30-102. Supplementary general principles of law and equity. Principles of law and equity supplement this article unless displaced by a particular provision of it.
C.R.S. § 7-80-805 — CO Code / Title 7 / Article 80 / Part 8 / Section 7-80-805
7-80-805. Disposition of claims by publication
Status: repealed

7-80-805. Disposition of claims by publication. (Repealed)
C.R.S. § 7-62-106 — CO Code / Title 7 / Article 62 / Part 1 / Section 7-62-106
7-62-106. Nature of business
Status: in_force

7-62-106. Nature of business. A limited partnership may carry on any business that a partnership without limited partners may carry on except as prohibited by law.
C.R.S. § 7-62-208 — CO Code / Title 7 / Article 62 / Part 2 / Section 7-62-208
7-62-208. Notice of existence of limited partnership
Status: in_force

7-62-208. Notice of existence of limited partnership. The fact that a certificate of limited partnership is on file in the records of the secretary of state is notice that the partnership is a limited partnership and is notice of all other facts stated therein that are required to be stated in a certificate of limited partnership by section 7-62-201 (1).
C.R.S. § 7-80-802 — CO Code / Title 7 / Article 80 / Part 8 / Section 7-80-802
7-80-802. Statement of dissolution
Status: in_force

7-80-802. Statement of dissolution. (1) Upon dissolution, the limited liability company shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of dissolution stating:

(a) The domestic entity name of the limited liability company; and

(b) The principal office address of the limited liability company's principal office.

(c) and (d) (Deleted by amendment, L. 2004, p. 1463, § 193, effective July 1, 2004.)

(2) A limited liability company is dissolved as provided in section 7-80-801.

(3) For purposes of sections 7-80-405 and 7-80-803.5, a person who is not a manager or member has notice of the dissolution of a limited liability company on the earlier of:

(a) The ninetieth day after the limited liability company's statement of dissolution is on file with the secretary of state; or

(b) The date on which such person first has actual knowledge of the dissolution.
C.R.S. § 7-58-1704 — CO Code / Title 7 / Article 58 / Part 17 / Section 7-58-1704
7-58-1704. Effective date
Status: in_force

7-58-1704. Effective date. This article takes effect April 2, 2012.
C.R.S. § 7-90-204.5 — CO Code / Title 7 / Article 90 / Part 2 / Section 7-90-204.5
7-90-204.5. Foreign entity resulting from conversion or surviving merger
Status: in_force

7-90-204.5. Foreign entity resulting from conversion or surviving merger. (1) Upon a conversion of a domestic entity into a foreign entity, a merger of a domestic entity and a foreign entity in which the foreign entity is the surviving entity, or an exchange between a domestic entity and a foreign entity in which the foreign entity is the acquiring entity, the foreign entity:

(a) Shall either:

(I) Appoint a registered agent if the foreign entity has no registered agent and maintain a registered agent pursuant to part 7 of this article 90, whether or not the foreign entity is otherwise required to do so, to accept service in any proceeding to enforce any obligation or rights of shareholders seeking appraisal rights in any domestic entity party to the conversion, merger, or exchange or in any proceeding based on a cause of action arising with respect to any domestic entity party to the conversion, merger, or exchange; or

(II) Be deemed to have authorized service of process on it in connection with such causes of action by mailing in accordance with section 7-90-704 (2);

(b) Shall promptly pay to shareholders seeking appraisal rights in each domestic entity party to the conversion, merger, or exchange the amount, if any, to which they are entitled under the organic statutes; and

(c) Shall comply with part 8 of this article 90 if it is to transact business or conduct activities in this state.
C.R.S. § 7-56-210 — CO Code / Title 7 / Article 56 / Part 2 / Section 7-56-210
7-56-210. Renewable energy cooperatives
Status: in_force

7-56-210. Renewable energy cooperatives. (1) It is the policy of this state to encourage local ownership of renewable energy generation facilities to improve the financial stability of rural communities.

(2) Subject to the provisions of this article, a renewable energy cooperative may be organized for the purpose of promoting electric energy efficiency technologies to its members, generating electricity from renewable resources and technologies, and transmitting and selling the electricity at wholesale.

(3) For purposes of this section, "renewable resources or technologies" means biomass, geothermal energy, solar energy, small hydroelectricity, and wind energy. Hydrogen derived from biomass, geothermal energy, solar energy, small hydroelectricity, and wind energy is also considered to be renewable energy for the purposes of this article. "Renewable resources or technologies" does not include pumped storage facilities; hydroelectricity other than small hydroelectricity; coal, natural gas, oil, propane, or any other fossil fuel; or nuclear energy. "Renewable resources or technologies" also does not include hydrogen derived from pumped storage facilities; hydroelectricity other than small hydroelectricity; coal, natural gas, oil, propane, or any other fossil fuel; or nuclear energy.
C.R.S. § 7-30-111 — CO Code / Title 7 / Article 30 / Section 7-30-111
7-30-111. Claim not abated by change of members or officers
Status: in_force

7-30-111. Claim not abated by change of members or officers. A claim for relief against a nonprofit association does not abate merely because of a change in its members, persons authorized to manage the affairs of the nonprofit association, or persons considered by the nonprofit association to be members.
C.R.S. § 7-55-110 — CO Code / Title 7 / Article 55 / Section 7-55-110
7-55-110. Vote of stockholders or members
Status: in_force

7-55-110. Vote of stockholders or members. Stockholders or members of a cooperative association may vote either in person or by mail as provided in the bylaws. Proxy or cumulative voting shall be prohibited except as permitted by the articles of incorporation and the bylaws of organizations incorporated prior to July 6, 1973.
C.R.S. § 7-127-209 — CO Code / Title 7 / Article 127 / Part 2 / Section 7-127-209
7-127-209. Other methods of electing directors
Status: in_force

7-127-209. Other methods of electing directors. (1) A nonprofit corporation may provide in its bylaws for election of directors by voting members or delegates:

(a) On the basis of chapter or other organizational unit;

(b) By region or other geographic unit;

(c) By preferential voting; or

(d) By any other reasonable method.
C.R.S. § 7-51-103 — CO Code / Title 7 / Article 51 / Section 7-51-103
7-51-103. Bylaws
Status: in_force

7-51-103. Bylaws. The directors, trustees, wardens, or vestrymen of any such corporation shall adopt necessary bylaws to provide for the election of directors, trustees, wardens, or vestrymen and other officers and for the proper government in all respects of the congregation, church, or society.
C.R.S. § 7-58-605 — CO Code / Title 7 / Article 58 / Part 6 / Section 7-58-605
7-58-605. Charging orders for judgment creditor of member or transferee
Status: in_force

7-58-605. Charging orders for judgment creditor of member or transferee. (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 judgment debtor's financial rights and requires the limited cooperative association to pay over to the creditor or receiver, to the extent necessary to satisfy the judgment, any distribution that would otherwise be paid to the judgment debtor.

(2) To the extent necessary to effectuate the collection of distributions pursuant to a charging order under subsection (1) of this section, the court may:

(a) Appoint a receiver of the share of the distributions due or to become due to the judgment debtor under the judgment debtor's financial rights, with the power to make all inquiries the judgment debtor might have made; and

(b) Make all other orders that the circumstances of the case may require to give effect to the charging order.

(3) Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the financial rights. The purchaser at the foreclosure sale obtains only the financial rights that are subject to the charging order, does not thereby become a member, and is subject to section 7-58-603.

(4) At any time before a sale pursuant to a foreclosure, a member or transferee whose financial rights are subject to a charging order under subsection (1) of this section may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.

(5) At any time before sale pursuant to a foreclosure, the limited cooperative association or one or more members whose financial rights are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and succeed to the rights of the judgment creditor, including the charging order. Unless the articles or bylaws otherwise provide, the association may act under this subsection (5) only with the consent of all members whose financial rights are not subject to the charging order.

(6) This article does not deprive any member or transferee of the benefit of any exemption laws applicable to the member's or transferee's financial rights.

(7) This section provides the exclusive remedy by which a judgment creditor of a member or transferee may satisfy the judgment from the member's or transferee's financial rights.
C.R.S. § 7-61-114 — CO Code / Title 7 / Article 61 / Section 7-61-114
7-61-114. Transactions with limited partner
Status: in_force

7-61-114. Transactions with limited partner. (1) A limited partner also may loan money to and transact other business with the partnership and, unless the limited partner is also a general partner, receive, on account of resulting claims against the partnership, a pro rata share of the assets with general creditors.

(2) No limited partner shall, in respect to any such claim:

(a) Receive or hold as collateral security any partnership property; or

(b) Receive from a general partner or the partnership any payment, conveyance, or release from liability, if at the time the assets of the partnership are not sufficient to discharge partnership liabilities to persons not claiming as general or limited partners.

(3) The receiving of collateral security or a payment, conveyance, or release in violation of the provisions of subsection (1) of this section is a fraud on the creditors of the partnership.
C.R.S. § 7-58-107 — CO Code / Title 7 / Article 58 / Part 1 / Section 7-58-107
7-58-107. Governing law
Status: in_force

7-58-107. Governing law. (1) The law of this state governs:

(a) The internal affairs of a limited cooperative association; and

(b) The liability of a member as member and a director as director for the debts, obligations, or other liabilities of a limited cooperative association.
C.R.S. § 7-90-914 — CO Code / Title 7 / Article 90 / Part 9 / Section 7-90-914
7-90-914. Court proceedings
Status: in_force

7-90-914. Court proceedings. (1) (a) A dissolved domestic entity that has published a notice under section 7-90-912 may file an application with the court for the county in this state in which the street address of the domestic entity's principal office or the street address of its registered agent is located for a determination of the amount and form of security to be provided for payment of claims that:

(I) Are contingent;

(II) Have not been made known to the dissolved domestic entity; or

(III) Arise from an event that had not occurred as of the effective date of dissolution but, based on the facts known to the dissolved domestic entity, is reasonably anticipated to occur after the effective date of dissolution.

(b) Provision need not be made for any claim that is, or is reasonably anticipated to be, barred under section 7-90-912 (3).

(2) Within ten days after the filing of the application, the dissolved domestic entity shall give notice of the proceeding to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved domestic entity.

(3) The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The dissolved entity shall pay the reasonable fees and expenses of the guardian ad litem, including all reasonable expert witness fees.

(4) Provision by the dissolved entity for security in the amount and the form ordered by the court under subsection (1) of this section satisfies the dissolved entity's obligations with respect to claims that are contingent, have not been made known to the dissolved entity, or arise from an event occurring after the effective date of dissolution, and the claims may not be enforced against an owner who received assets in liquidation.
C.R.S. § 7-107-207 — CO Code / Title 7 / Article 107 / Part 2 / Section 7-107-207
7-107-207. Action by single and multiple voting groups
Status: in_force

7-107-207. Action by single and multiple voting groups. (1) If articles 101 to 117 of this title or the articles of incorporation provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in section 7-107-206.

(2) If articles 101 to 117 of this title or the articles of incorporation provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in section 7-107-206. One voting group may vote on a matter even though no action is taken by another voting group entitled to vote on the matter.
C.R.S. § 7-63-113 — CO Code / Title 7 / Article 63 / Section 7-63-113
7-63-113. Dividends
Status: in_force

7-63-113. Dividends. (1) As used in this section, the term "dividend" includes all distributions by an association to its members in respect of their interests in the association as members.

(2) An association may pay dividends from time to time to its members in cash or other property as its managers determine pursuant to this section and the bylaws. For principal and income accounting purposes of a fiduciary, and subject to the instrument under which the fiduciary acts, a dividend shall constitute income unless otherwise declared by the managers as chargeable to the capital accounts of the members.

(3) The determinations and declarations concerning a dividend shall be made by a majority in number of the managers; except that, if management is vested in the members or one or more classes of members, such determinations must also be approved by a majority in number and interest of the members. No debt of or interest in the association may be paid as a dividend unless authorized in writing by all of the members.

(4) No dividend may be paid if, after giving it effect:

(a) The association would not be able to pay its debts as they become due in the usual course of business; or

(b) The association's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the association were to be dissolved, to satisfy the preferential rights of members whose preferential rights are superior to those receiving the dividend.

(5) The managers authorizing a dividend contrary to subsection (4) of this section shall be jointly and severally liable to the association in the amount by which the dividend exceeds the dividend that could have been paid without violating said subsection (4) if it is established, subject to section 7-63-110 (6), that such managers did not perform their duties in compliance with section 7-63-110 (6). Section 7-63-110 (6) shall be applied for purposes of this subsection (5) without taking any contrary provisions of the bylaws into account.

(6) Managers shall also have the same rights of contribution from other managers and members as directors have against other directors and shareholders under the "Colorado Business Corporation Act", articles 101 to 117 of this title.

(7) Subsections (3) and (6) of this section are default rules, subject to the bylaws.
C.R.S. § 7-101-502 — CO Code / Title 7 / Article 101 / Part 5 / Section 7-101-502
7-101-502. Law applicable to public benefit corporations - how formed
Status: in_force

7-101-502. Law applicable to public benefit corporations - how formed. This part 5 applies to all public benefit corporations. If a corporation elects to become a public benefit corporation under this part 5 in the manner prescribed in this part 5, it is subject in all respects to the "Colorado Business Corporation Act", articles 101 to 117 of this title, and the "Colorado Corporations and Associations Act", article 90 of this title, except to the extent this part 5 imposes additional or different requirements, in which case such additional or different requirements apply.
C.R.S. § 7-62-1101 — CO Code / Title 7 / Article 62 / Part 11 / Section 7-62-1101
7-62-1101. Applicability
Status: in_force

7-62-1101. Applicability. This article shall apply to all limited partnerships formed on or after November 1, 1981.
C.R.S. § 7-80-603 — CO Code / Title 7 / Article 80 / Part 6 / Section 7-80-603
7-80-603. Interest of member upon resignation
Status: in_force

7-80-603. Interest of member upon resignation. A member who has resigned shall have no right to participate in the management of the business and affairs of the limited liability company and is entitled only to receive the share of the profits or other compensation by way of income and the return of contributions, to which such member would have been entitled if the member had not resigned.
C.R.S. § 7-131-102 — CO Code / Title 7 / Article 131 / Section 7-131-102
7-131-102. Action on plan of conversion or merger
Status: in_force

7-131-102. Action on plan of conversion or merger. (1) After adopting a plan of conversion complying with section 7-90-201.3 or a plan of merger complying with section 7-90-203.3, the board of directors of the converting nonprofit corporation or the board of directors of each nonprofit corporation that is a party to the merger shall also submit the plan of conversion or plan of merger to its members, if any are entitled to vote thereon, for approval.

(2) If the nonprofit corporation does have members entitled to vote with respect to the approval of a plan of conversion or plan of merger, a plan of conversion or a plan of merger is approved by the members if:

(a) The board of directors recommends the plan of conversion or plan of merger to the members entitled to vote thereon unless the board of directors determines that, because of conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the members with the plan; and

(b) The members entitled to vote on the plan of conversion or plan of merger approve the plan as provided in subsection (7) of this section.

(3) After adopting the plan of conversion or plan of merger, the board of directors of the converting nonprofit corporation or the board of directors of each nonprofit corporation party to the merger shall submit the plan of conversion or plan of merger for written approval by any person or persons whose approval is required by a provision of the articles of incorporation of the nonprofit corporation and as recognized by section 7-130-301 for an amendment to the articles of incorporation or bylaws.

(4) If the nonprofit corporation does not have members entitled to vote on a conversion or merger, the conversion or merger shall be approved and adopted by a majority of the directors elected and in office at the time the plan of conversion or plan of merger is considered by the board of directors. In addition, the nonprofit corporation shall provide notice of any meeting of the board of directors at which such approval is to be obtained in accordance with section 7-128-203. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the proposed conversion or merger.

(5) The board of directors may condition the effectiveness of the plan of conversion or plan of merger on any basis.

(6) The nonprofit corporation shall give notice, in accordance with section 7-127-104, to each member entitled to vote on the plan of conversion or plan of merger of the members' meeting at which the plan will be voted on. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the plan of conversion or plan of merger, and the notice shall contain or be accompanied by a copy of the plan or a summary thereof.

(7) Unless articles 121 to 137 of this title, the articles of incorporation, bylaws adopted by the members, or the board of directors acting pursuant to subsection (5) of this section require a greater vote, the plan of conversion or plan of merger shall be approved by the votes required by sections 7-127-205 and 7-127-206 by every voting group entitled to vote on the plan of conversion or plan of merger.

(8) Separate voting by voting groups is required on a plan of conversion or plan of merger if the plan contains a provision that, if contained in an amendment to the articles of incorporation, would require action by one or more separate voting groups on the amendment.
C.R.S. § 7-63-117 — CO Code / Title 7 / Article 63 / Section 7-63-117
7-63-117. Conversion - repeal
Status: repealed

7-63-117. Conversion - repeal. (Repealed)
C.R.S. § 7-56-802 — CO Code / Title 7 / Article 56 / Part 8 / Section 7-56-802
7-56-802. Registered agent - service of process
Status: in_force

7-56-802. Registered agent - service of process. Part 7 of article 90 of this title, providing for registered agents and service of process, applies to foreign cooperatives.
C.R.S. § 7-60-136 — CO Code / Title 7 / Article 60 / Section 7-60-136
7-60-136. Effect of dissolution on existing liability
Status: in_force

7-60-136. Effect of dissolution on existing liability. (1) The dissolution of the partnership does not of itself discharge the existing liability of any partner.

(2) A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between such partner, the partnership creditor, and the person or partnership continuing the business; and such agreement may be inferred from the course of dealing between the creditor having knowledge of the dissolution and the person or partnership continuing the business.

(3) Where a person agrees to assume the existing obligations of a dissolved partnership, the partners whose obligations have been assumed shall be discharged from any liability to any creditor of the partnership who, knowing of the agreement, consents to a material alteration in the nature or time of payment of the creditor's obligations.

(4) The individual property of a deceased person who was a partner shall be liable, to the extent the deceased person was or would have been liable under section 7-60-115, 7-60-118, or 7-60-134, for all obligations of the partnership incurred while the deceased person was a partner but subject to the prior payment of the deceased person's separate debts.
C.R.S. § 7-58-1010 — CO Code / Title 7 / Article 58 / Part 10 / Section 7-58-1010
7-58-1010. Alternative distribution of unclaimed property, distributions, redemptions, or p
Status: in_force

7-58-1010. Alternative distribution of unclaimed property, distributions, redemptions, or payments. A limited cooperative association may provide in its articles or bylaws for the disposition of funds when declared payable by the association and remaining unclaimed by the holder for three years after notification has been mailed to the holder's last-known address of record on the books of the association, which disposition may consist of transferring the funds to the general operating account of the association.
C.R.S. § 7-49-102 — CO Code / Title 7 / Article 49 / Section 7-49-102
7-49-102. Definitions
Status: in_force

7-49-102. Definitions. As used in this article, unless the context otherwise requires:

(1) "Corporation" means the Colorado older housing preservation corporation authorized to be created in this article.

(2) "Eligible housing structure" or "eligible housing" means a structure occupied by the owner and used primarily for residential purposes, consisting of eight or less units, thirty years of age or older, and on land located in a recorded subdivision plat in which fifty percent or more of the residential housing structures are thirty years of age or older.

(3) "Financial institution", "member institution", or "institution" means any bank, trust company, savings and loan association, credit union, public or private pension or retirement fund, insurance company or corporation related thereto, partnership, foundation, or any other financial institution authorized to invest in or make mortgage loans or to provide insurance for mortgage loans.

(4) "Insured lender" or "lender" means any financial institution which makes a loan which is insured under this article.

(5) "Mortgage" means a written instrument evidencing or creating a lien against real property for the purpose of providing security for the repayment of a debt. For the purposes of this article, the term includes a deed of trust.
C.R.S. § 7-80-701 — CO Code / Title 7 / Article 80 / Part 7 / Section 7-80-701
7-80-701. Admission of members
Status: in_force

7-80-701. Admission of members. (1) After the filing of a limited liability company's original articles of organization, one or more persons may be admitted as an additional member or members upon the consent of all members.

(2) At any time that a limited liability company has no members, upon the unanimous consent of all the persons holding by assignment or transfer any of the membership interest of the last remaining member of the limited liability company, one or more persons, including an assignee or transferee of the last remaining member, may be admitted as a member or members.
C.R.S. § 7-58-701 — CO Code / Title 7 / Article 58 / Part 7 / Section 7-58-701
7-58-701. Authority
Status: in_force

7-58-701. Authority. (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 person's products, commodities, or goods exclusively to or through the association or any facilities furnished by the association; or

(b) Authorizing the association to act for the person in any manner with respect to the products, commodities, or goods.
C.R.S. § 7-101-507 — CO Code / Title 7 / Article 101 / Part 5 / Section 7-101-507
7-101-507. Benefit report - definition
Status: in_force

7-101-507. Benefit report - definition. (1) A public benefit corporation shall prepare an annual report that includes:

(a) A narrative description of:

(I) The ways in which the public benefit corporation promoted the public benefit identified in the articles of incorporation and the best interests of those materially affected by the public benefit corporation's conduct;

(II) Any circumstances that have hindered the public benefit corporation's promotion of the identified public benefit and the best interests of those materially affected by the public benefit corporation's conduct; and

(III) The process and rationale for selecting or changing the third-party standard used to complete the assessment pursuant to subsection (1)(b) of this section; and

(b) An assessment of the overall social and environmental performance of the public benefit corporation against a third-party standard:

(I) Applied consistently with any application of that standard in prior benefit reports; or

(II) Accompanied by an explanation of the reasons for any inconsistent application. The assessment does not need to be performed, audited, or certified by a third party.

(2) For purposes of subsection (1) of this section, "third-party standard" means a standard for defining, reporting, and assessing the overall corporate social and environmental performance, which standard is developed by an organization that is not controlled by the public benefit corporation or any of its affiliates and that makes publicly available the following information:

(a) The criteria considered when measuring the social and environmental performance of a business, the relative weightings of those criteria, if any, and the process for development and revision of the standard; and

(b) Any material owners of the organization that developed the third-party standard, the members of its governing body and how they are selected, and the sources of financial support for the organization, in sufficient detail to disclose any relationships that could reasonably be considered to compromise its independence.

(3) A public benefit corporation that prepares a report pursuant to this section shall send it to each shareholder.

(4) A public benefit corporation shall post all of its reports prepared pursuant to this section on the public portion of its website, if any, but the public benefit corporation may omit from the posted reports any financial or proprietary information included in the reports.

(5) If a public benefit corporation does not have a website, the public benefit corporation shall provide a copy of its most recent report, without charge, to a person that requests a copy, but the public benefit corporation may omit any financial or proprietary information from the copy of the benefit report so provided.
C.R.S. § 7-90-201.3 — CO Code / Title 7 / Article 90 / Part 2 / Section 7-90-201.3
7-90-201.3. Plan of conversion
Status: in_force

7-90-201.3. Plan of conversion. (1) A plan of conversion must state:

(a) The entity name or, for an entity that has no entity name, the true name, the jurisdiction under the law of which the entity is formed, and the form of entity of the converting entity;

(b) The entity name or, for an entity that has no entity name, the true name, the jurisdiction under the law of which the entity is formed, and the form of the resulting entity;

(c) The terms and conditions of the conversion, including the manner and basis of changing the owner's interests of the converting entity into owner's interests or obligations of the resulting entity or into money or other property in whole or in part.
C.R.S. § 7-58-306 — CO Code / Title 7 / Article 58 / Part 3 / Section 7-58-306
7-58-306. Required provision for members' contributions
Status: in_force

7-58-306. Required provision for members' contributions. The articles or the bylaws shall address members' contributions pursuant to section 7-58-1001.
C.R.S. § 7-63-109 — CO Code / Title 7 / Article 63 / Section 7-63-109
7-63-109. Bylaws
Status: in_force

7-63-109. Bylaws. (1) The initial bylaws shall be adopted by all of the members either before or after its articles of association are filed.

(2) The bylaws may be amended at any time, either before or after the articles of association are filed, by all of the members.

(3) Except as otherwise provided in subsection (4) or (6) of this section:

(a) The bylaws govern all matters relating to the business and affairs of an association;

(b) The affairs of an association governed by the bylaws include, without limitation, the rights; duties; authority; liability; indemnification; admission and qualifications of; limitations on and dealings and other relations among and between the managers, officers, agents, members, transferees and other successors to the interest of a member; and the association; and

(c) The bylaws may confer rights on and impose duties, limitations, and other provisions for the protection or benefit of any other person or persons, including the public, as third-party beneficiaries.

(4) Except as otherwise provided in subsection (6) of this section:

(a) The bylaws shall control over any provision of this article to the contrary that is designated in this article as "a default rule, subject to the bylaws";

(b) The provisions of this article that are so designated shall control only to the extent that the bylaws do not otherwise provide;

(c) The other provisions of this article shall control over provisions of the bylaws to the contrary; and

(d) The bylaws shall control only to the extent that such other provisions of this article do not otherwise provide.

(5) The references in this article to matters that may be addressed in the bylaws and to matters designated as "default rules, subject to the bylaws" or with respect to which provisions of this article otherwise defer shall not be construed to limit the scope of the matters governed or controlled by the bylaws.

(6) The bylaws may not:

(a) Unreasonably restrict a member's right of access to books and records;

(b) Unreasonably reduce the duty of care of a manager to the association and its members;

(c) Eliminate the obligation of a manager to perform the manager's duty of care in good faith; except that the bylaws may determine the standards by which the performance of the obligation is to be measured if such standards are not manifestly unreasonable; or

(d) Except as provided in section 7-63-111 (3) or for the restriction of rights conferred by or arising under the bylaws, restrict the rights of, or impose duties on, persons other than the managers, officers, agents, members and their transferees and other successors, and the association, without the consent of such persons.

(7) Subsections (2) and (3)(c) of this section are default rules, subject to the bylaws.
C.R.S. § 7-116-108 — CO Code / Title 7 / Article 116 / Section 7-116-108
7-116-108. Statement of person named as director or officer
Status: repealed

7-116-108. Statement of person named as director or officer. (Repealed)
C.R.S. § 7-130-103 — CO Code / Title 7 / Article 130 / Part 1 / Section 7-130-103
7-130-103. Amendment of articles of incorporation by board of directors and members
Status: in_force

7-130-103. Amendment of articles of incorporation by board of directors and members. (1) Unless articles 121 to 137 of this title, the articles of incorporation, the bylaws, or the members or the board of directors acting pursuant to subsection (5) of this section require a different vote or voting by class, the board of directors or the members representing at least ten percent of all of the votes entitled to be cast on the amendment may propose an amendment to the articles of incorporation for submission to the members.

(2) For an amendment to the articles of incorporation to be adopted pursuant to subsection (1) of this section:

(a) The board of directors shall recommend the amendment to the members unless the amendment is proposed by members or unless the board of directors determines that, because of conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the members with the amendment; and

(b) The members entitled to vote on the amendment shall approve the amendment as provided in subsection (5) of this section.

(3) The proposing board of directors or the proposing members may condition the effectiveness of the amendment on any basis.

(4) The nonprofit corporation shall give notice, in accordance with section 7-127-104, to each member entitled to vote on the amendment of the members' meeting at which the amendment will be voted upon. The notice of the meeting shall state that the purpose, or one of the purposes, of the meeting is to consider the amendment, and the notice shall contain or be accompanied by a copy or a summary of the amendment or shall state the general nature of the amendment.

(5) Unless articles 121 to 137 of this title, the articles of incorporation, bylaws adopted by the members, or the proposing board of directors or the proposing members acting pursuant to subsection (3) of this section require a greater vote, the amendment shall be approved by the votes required by sections 7-127-205 and 7-127-206 by every voting group entitled to vote on the amendment.

(6) If the board of directors or the members seek to have the amendment approved by the members by written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.
C.R.S. § 7-110-106 — CO Code / Title 7 / Article 110 / Part 1 / Section 7-110-106
7-110-106. Articles of amendment to articles of incorporation
Status: repealed

7-110-106. Articles of amendment to articles of incorporation. (1) A corporation amending its articles of incorporation 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 entity name of the corporation;

(b) The text of each amendment adopted; and

(c) If the amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself.

(d) to (f) Repealed.
C.R.S. § 7-56-405 — CO Code / Title 7 / Article 56 / Part 4 / Section 7-56-405
7-56-405. Removal of director by judicial proceeding
Status: in_force

7-56-405. Removal of director by judicial proceeding. (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 address of its registered agent is located or, if the cooperative has no registered agent, by the district court for the city and county of Denver, in a proceeding commenced either by the cooperative or by at least ten percent of the members, if the court finds that the director engaged in fraudulent or dishonest conduct or gross abuse of authority or discretion with respect to the cooperative, and that removal is in the best interests of the cooperative.

(2) If the members commence a proceeding under subsection (1) of this section, they shall make the cooperative a party defendant.

(3) The court that removes a director may bar the director from reelection for a period prescribed by the court.
C.R.S. § 7-101-506 — CO Code / Title 7 / Article 101 / Part 5 / Section 7-101-506
7-101-506. Duties of directors
Status: in_force

7-101-506. Duties of directors. (1) The board of directors shall manage or direct the business and affairs of a public benefit corporation in a manner that balances the pecuniary interests of the shareholders, the best interests of those materially affected by the corporation's conduct, and the specific public benefit identified in its articles of incorporation.

(2) A director of a public benefit corporation:

(a) Does not, by virtue of the public benefit provisions of section 7-101-503 (1), have a duty to any person on account of an interest of the person in the public benefit identified in the articles of incorporation or on account of an interest materially affected by the corporation's conduct; and

(b) With respect to a decision implicating the balance requirement in subsection (1) of this section, will be deemed to satisfy the director's fiduciary duties to shareholders and the corporation if the director's decision is both informed and disinterested and not such that no person of ordinary, sound judgment would approve.

(3) For the purposes of this section, a director's ownership of or other interest in the stock of a public benefit corporation does not, alone, create a conflict of interest on the part of the director with respect to the director's decision implicating the balancing requirement in subsection (1) of this section, except to the extent that the ownership or interest would create a conflict of interest if the corporation was not a public benefit corporation. In the absence of a conflict of interest, a failure to satisfy the balancing requirement specified in subsection (1) of this section does not, for the purposes of section 7-108-401 or 7-108-403 or article 109 of this title 7, constitute an act or omission that is not in good faith or a breach of the duty of loyalty.
C.R.S. § 7-64-802 — CO Code / Title 7 / Article 64 / Part 8 / Section 7-64-802
7-64-802. Partnership continues after dissolution
Status: in_force

7-64-802. Partnership continues after dissolution. (1) Subject to subsection (2) of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.

(2) At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event:

(a) The partnership resumes carrying on its business as if dissolution had never occurred, and any debt, obligation, or liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and

(b) The rights of a third party accruing under section 7-64-804 (1) or arising out of conduct in reliance on the dissolution before the third party has notice of the waiver may not be adversely affected.
C.R.S. § 7-64-1005 — CO Code / Title 7 / Article 64 / Part 10 / Section 7-64-1005
7-64-1005. Liability of general partner upon return of contribution
Status: repealed

7-64-1005. Liability of general partner upon return of contribution. (Repealed)
C.R.S. § 7-90-1005 — CO Code / Title 7 / Article 90 / Part 10 / Section 7-90-1005
7-90-1005. Effect of reinstatement
Status: in_force

7-90-1005. Effect of reinstatement. (1) Subject to subsection (2) of this section, upon reinstatement, the existence of the entity shall be deemed for all purposes to have continued without interruption; the entity resumes carrying on its business or conducting its activities as if dissolution had never occurred; any debt, obligation, or liability incurred by the entity or an owner or manager of the entity before or after the dissolution shall be determined as if dissolution had never occurred; and, if the entity was, at the time of its dissolution, a limited liability limited partnership, it continues, upon reinstatement, to be a limited liability limited partnership.

(2) The rights of owners and other persons arising by reason of reliance on the dissolution before those persons had notice of the reinstatement shall not be adversely affected by the reinstatement.
C.R.S. § 7-74-103 — CO Code / Title 7 / Article 74 / Section 7-74-103
7-74-103. Injunctive relief
Status: in_force

7-74-103. Injunctive relief. Temporary and final injunctions including affirmative acts may be granted on such equitable terms as the court deems reasonable to prevent or restrain actual or threatened misappropriation of a trade secret.
C.R.S. § 7-80-709 — CO Code / Title 7 / Article 80 / Part 7 / Section 7-80-709
7-80-709. Notice of members' meetings
Status: repealed

7-80-709. Notice of members' meetings. (Repealed)
C.R.S. § 7-129-102 — CO Code / Title 7 / Article 129 / Section 7-129-102
7-129-102. Authority to indemnify directors
Status: in_force

7-129-102. Authority to indemnify directors. (1) Except as provided in subsection (4) of this section, a nonprofit corporation may indemnify a person made a party to a proceeding because the person is or was a director against liability incurred in the proceeding if:

(a) The person's conduct was in good faith; and

(b) The person reasonably believed:

(I) In the case of conduct in an official capacity with the nonprofit corporation, that the conduct was in the nonprofit corporation's best interests; and

(II) In all other cases, that the conduct was at least not opposed to the nonprofit corporation's best interests; and

(c) In the case of any criminal proceeding, the person had no reasonable cause to believe the conduct was unlawful.

(2) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in or beneficiaries of the plan is conduct that satisfies the requirement of subparagraph (II) of paragraph (b) of subsection (1) of this section. A director's conduct with respect to an employee benefit plan for a purpose that the director did not reasonably believe to be in the interests of the participants in or beneficiaries of the plan shall be deemed not to satisfy the requirements of paragraph (a) of subsection (1) of this section.

(3) The termination of a proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.

(4) A nonprofit corporation may not indemnify a director under this section:

(a) In connection with a proceeding by or in the right of the nonprofit corporation in which the director was adjudged liable to the nonprofit corporation; or

(b) In connection with any other proceeding charging that the director derived an improper personal benefit, whether or not involving action in an official capacity, in which proceeding the director was adjudged liable on the basis that the director derived an improper personal benefit.

(5) Indemnification permitted under this section in connection with a proceeding by or in the right of the nonprofit corporation is limited to reasonable expenses incurred in connection with the proceeding.
C.R.S. § 7-70-106 — CO Code / Title 7 / Article 70 / Section 7-70-106
7-70-106. Statement of transfer of trademark registration
Status: in_force

7-70-106. Statement of transfer of trademark registration. (1) Following the transfer of a trademark to another person by the registrant or by operation of law, the registrant or the transferee may deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of transfer of trademark registration.

(2) A statement of transfer of trademark registration shall:

(a) State the true name of the registrant prior to the transfer;

(b) State the true name of the transferee;

(c) If the transferee is an entity, state the form of entity and the jurisdiction under the law of which it is formed;

(d) If the transferee is an individual, state the individual's principal address;

(e) If the transferee is an entity other than a reporting entity, state the entity's principal address;

(f) If the transferee is neither an individual resident of this state nor an entity that is required to maintain a registered agent pursuant to part 7 of article 90 of this title, state either:

(I) If the transferee desires to appoint a registered agent pursuant to section 7-70-108, the registered agent name, the registered agent address, and a statement that the person appointed as the registered agent for the registrant has consented to being so appointed; or

(II) The mailing address to which service of process in any action relating to the statement of trademark registration may be mailed pursuant to section 7-70-108;

(g) Identify the statement of trademark registration in a manner satisfactory to the secretary of state;

(h) State that the registrant has transferred to the transferee, or that the transferee has by operation of law succeeded to, the rights to the trademark, including all associated goodwill, to which the statement of trademark registration pertains; and

(i) Include such other information as the secretary of state may require.

(3) The filing of, or the failure to file, a statement of transfer of trademark registration shall not affect the validity or effectiveness of the underlying transfer of the trademark.
C.R.S. § 7-62-304 — CO Code / Title 7 / Article 62 / Part 3 / Section 7-62-304
7-62-304. Person erroneously believing self to be a limited partner
Status: in_force

7-62-304. Person erroneously believing self to be a limited partner. (1) Except as provided in subsection (2) of this section, a person who makes a contribution to a business enterprise and erroneously, but in good faith, believes that the person has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining the mistake, the person causes an appropriate certificate of limited partnership or a certificate of amendment to be delivered to the secretary of state, for filing pursuant to part 3 of article 90 of this title.

(2) A person who makes a contribution of the kind described in subsection (1) of this section is liable as a general partner to any third party who transacts business with the enterprise before an appropriate certificate is filed in the records of the secretary of state to show that the person is not a general partner, but only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.
C.R.S. § 7-48-114 — CO Code / Title 7 / Article 48 / Section 7-48-114
7-48-114. Deposit of funds
Status: in_force

7-48-114. Deposit of funds. No corporation formed under the provisions of this article shall at any time be authorized to receive money on deposit. The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of any director who is an officer or director of the depository so designated.
C.R.S. § 7-56-704 — CO Code / Title 7 / Article 56 / Part 7 / Section 7-56-704
7-56-704. Revocation of dissolution
Status: repealed

7-56-704. Revocation of dissolution. (Repealed)
C.R.S. § 7-71-107 — CO Code / Title 7 / Article 71 / Section 7-71-107
7-71-107. Nonprofit entities
Status: in_force

7-71-107. Nonprofit entities. (1) A nonprofit entity for which a constituent filed document is in the records of the secretary of state may, but shall not be required to, deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of trade name for any name other than its true name under which the nonprofit entity transacts business or conducts activities, or contemplates transacting business or conducting activities, in this state. This article, other than section 7-71-102, shall apply to the statement of trade name and any other statement filed in connection therewith and to the trade name.

(2) Any member of a nonprofit entity for which a constituent filed document is not in the records of the secretary of state may, but shall not be required to, deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of trade name for any name other than the true name of all of its members under which the nonprofit entity transacts business or conducts activities, or contemplates transacting business or conducting activities, in this state. This article, other than section 7-71-102, shall apply to any such statement of trade name and any other statement filed in connection therewith and to any trade name stated in any such statement of trade name.

(3) As to any statement of trade name filed pursuant to this section and any other statement filed in connection with the filing, any reference in this article or in such statement to the phrase "transact business", or its derivatives or variants, shall include "conduct activities".
C.R.S. § 7-64-1206 — CO Code / Title 7 / Article 64 / Part 12 / Section 7-64-1206
7-64-1206. Saving clause
Status: in_force

7-64-1206. Saving clause. This article does not affect an action or proceeding commenced or right accrued before this article takes effect.
C.R.S. § 7-56-505 — CO Code / Title 7 / Article 56 / Part 5 / Section 7-56-505
7-56-505. Purchases of property or other interests
Status: in_force

7-56-505. Purchases of property or other interests. 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 obligations incurred in the purchase or other acquisition, wholly or in part, by exchanging for the acquired property, stock, or interest shares or amounts of its preferred stock or preferred equity in an amount that, at par or stated value, would equal the value of the property, stock, or interest so purchased, as determined by the board. A transfer to the cooperative of the property, stock, or interest purchased or otherwise acquired shall be equivalent to payment in cash for the shares or amounts of preferred stock or preferred equity issued by the cooperative.
C.R.S. § 7-108-203 — CO Code / Title 7 / Article 108 / Part 2 / Section 7-108-203
7-108-203. Notice of meeting
Status: in_force

7-108-203. Notice of meeting. (1) Unless otherwise provided in the bylaws, regular meetings of the board of directors may be held without notice of the date, time, place, if any place is designated, or purpose of the meeting.

(2) Unless the bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two days' notice of the date, time, and place, if any, or access by remote communication of the meeting. The notice need not describe the purpose of the special meeting unless required by the bylaws.
C.R.S. § 7-90-304 — CO Code / Title 7 / Article 90 / Part 3 / Section 7-90-304
7-90-304. Effective time and date of filed document
Status: in_force

7-90-304. Effective time and date of filed document. (1) Except as provided in subsection (2) or (4) of this section, a document that is filed by the secretary of state is effective:

(a) If no time is stated in the filed document as its effective time, then at the time of filing on the date it is filed, as evidenced by the records of the secretary of state; or

(b) If a time is stated in the filed document as its effective time, then at the later of the stated time on the date it is filed, as such date is stated in the records of the secretary of state, or the time the filed document is filed by the secretary of state, as such time is stated in the records of the secretary of state.

(2) A filed document may state a delayed effective time and date, and if it does so the filed document becomes effective at the later of the time and date so stated or the time and date the filed document is filed by the secretary of state, as such time and date are stated in the records of the secretary of state. If a filed document states a delayed effective date but not a time, the filed document is effective at the later of 11:59 p.m. on that date or the time and date the filed document is filed by the secretary of state, as such time and date are stated in the records of the secretary of state. If a filed document states a delayed effective date that is later than the ninetieth day after the date the filed document is filed, the filed document is effective at 11:59 p.m. on the ninetieth day after it is filed. A filed document may state the order in which the matters provided for in the filed document are deemed to have occurred. This subsection (2) may be limited by other provisions of this title. In the event of conflict between this subsection (2) and any other provision of this title, such other provision of this title controls.

(3) If a filed document states a delayed effective date pursuant to subsection (2) of this section, the filed document may be prevented from becoming effective if a person to which the filed document relates delivers to the secretary of state, for filing pursuant to this part 3, on or before the earlier of the stated effective date of the document or the ninetieth day after the filed document was filed, a statement of correction revoking the filed document.

(4) If two or more documents are simultaneously delivered to the secretary of state, each of the documents shall be deemed to have been filed simultaneously if each identifies, to the satisfaction of the secretary of state, all of the documents that are to be deemed to have been filed simultaneously and states that all of such documents are to be deemed to have been filed simultaneously. All of such documents shall be deemed to have been filed at the time and on the date of filing of the first of such documents to be filed, as such time and date are evidenced by the records of the secretary of state. If any of such documents is rejected by the secretary of state, all of such documents shall be deemed to have been rejected by the secretary of state.
C.R.S. § 7-108-202 — CO Code / Title 7 / Article 108 / Part 2 / Section 7-108-202
7-108-202. Action without meeting
Status: in_force

7-108-202. Action without meeting. (1) Unless the bylaws require that the action be taken at a meeting, any action required or permitted by articles 101 to 117 of this title to be taken at a board of directors' meeting may be taken without a meeting if all members of the board consent to such action in writing.

(2) Action is taken under this section at the time the last director signs a writing describing the action taken, unless, before such time, any director has revoked the director's consent by a writing signed by the director and received by the secretary or any other person authorized by the bylaws or the board of directors to receive such a revocation.

(3) Action under this section is effective at the time it is taken as provided by subsection (2) of this section, unless the directors establish a different effective date.

(4) Action taken pursuant to this section has the same effect as action taken at a meeting of directors and may be described as such in any document.
C.R.S. § 7-126-201 — CO Code / Title 7 / Article 126 / Part 2 / Section 7-126-201
7-126-201. Differences in rights and obligations of members
Status: reserved

7-126-201. Differences in rights and obligations of members. (1) Unless otherwise provided by articles 121 to 137 of this title or the bylaws:

(a) All voting members shall have the same rights and obligations with respect to voting and all other matters that articles 121 to 137 of this title specifically reserve to voting members; and

(b) With respect to matters not so reserved, all members, including voting members, shall have the same rights and obligations.
C.R.S. § 7-64-807 — CO Code / Title 7 / Article 64 / Part 8 / Section 7-64-807
7-64-807. Settlement of accounts and contributions among partners
Status: in_force

7-64-807. Settlement of accounts and contributions among partners. (1) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, shall be applied to discharge or provide for partnership obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (2) of this section.

(2) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets shall be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account.

(3) If a partner fails to contribute, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to discharge or provide for the partnership obligations.

(4) A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations.

(5) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to discharge or provide for partnership obligations that were not known at the time of the settlement.

(6) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.

(7) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.

(8) Notwithstanding any other subsection of this section, no partner shall be obligated to contribute under this section with respect to any amounts that are attributable to a partnership obligation incurred while the partnership is a limited liability partnership.
C.R.S. § 7-106-208 — CO Code / Title 7 / Article 106 / Part 2 / Section 7-106-208
7-106-208. Restriction on transfer of shares and other securities
Status: in_force

7-106-208. Restriction on transfer of shares and other securities. (1) The articles of incorporation, the bylaws, an agreement among shareholders, or an agreement among shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction became effective unless the holder of such shares acquired such shares with knowledge of the restriction, is a party to the agreement containing the restriction, or voted in favor of the restriction or otherwise consented to the restriction.

(2) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by section 7-106-207 (2). Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.

(3) A restriction on the transfer or registration of transfer of shares is authorized:

(a) To maintain the corporation's status when it is dependent on the number or identity of its shareholders;

(b) To preserve entitlements, benefits, or exemptions under federal, state, or local laws; and

(c) For any other reasonable purpose.

(4) A restriction on the transfer or registration of transfer of shares may:

(a) Obligate the shareholder first to offer to the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares;

(b) Obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares;

(c) Require, as a condition to such a transfer or registration, that any one or more persons, including the corporation or the holders of any of its shares, approve the transfer or registration, if the requirement is not manifestly unreasonable; or

(d) Prohibit the transfer or the registration of a transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.

(5) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
C.R.S. § 7-64-504 — CO Code / Title 7 / Article 64 / Part 5 / Section 7-64-504
7-64-504. Partner's transferable interest subject to charging order
Status: in_force

7-64-504. Partner's transferable interest subject to charging order. (1) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require.

(2) A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the transferable interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.

(3) At any time before foreclosure, a transferable interest charged may be redeemed:

(a) By the judgment debtor;

(b) With property other than partnership property, by one or more of the other partners; or

(c) By the partnership with the consent of all of the partners whose transferable interests are not so charged or with such lesser consent as may be permitted by the partnership agreement.

(4) This article does not deprive a partner of a right under exemption laws with respect to the partner's transferable interest in the partnership.

(5) This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership.
C.R.S. § 7-134-303 — CO Code / Title 7 / Article 134 / Part 3 / Section 7-134-303
7-134-303. Receivership or custodianship
Status: in_force

7-134-303. Receivership or custodianship. (1) A court in a judicial proceeding to dissolve a nonprofit corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the affairs of the nonprofit corporation. The court shall hold a hearing, after giving notice to all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the nonprofit corporation and all of its property, wherever located.

(2) The court may appoint an individual, a domestic entity, or a foreign entity authorized to transact business or conduct activities in this state, or a domestic or foreign nonprofit corporation authorized to transact business or conduct activities in this state as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount stated by the court.

(3) The court shall describe the powers and duties of the receiver or custodian in its appointing order which may be amended from time to time. Among other powers the receiver shall have the power to:

(a) Dispose of all or any part of the property of the nonprofit corporation, wherever located, at a public or private sale, if authorized by the court; and

(b) Sue and defend in the receiver's own name as receiver of the nonprofit corporation in all courts.

(4) The custodian may exercise all of the powers of the nonprofit corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the nonprofit corporation in the best interests of its members and creditors.

(5) The court, during a receivership, may redesignate the receiver a custodian and during a custodianship may redesignate the custodian a receiver if doing so is in the best interests of the nonprofit corporation and its members and creditors.

(6) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and such person's counsel from the assets of the nonprofit corporation or proceeds from the sale of the assets.
C.R.S. § 7-50-101 — CO Code / Title 7 / Article 50 / Section 7-50-101
7-50-101. How organized
Status: in_force

7-50-101. How organized. (1) Any church, congregation, or society for religious, educational, or benevolent purposes may also become incorporated under this article by electing, appointing, or selecting, at a meeting held for the purpose, two or more of its members as directors, trustees, wardens, vestrymen, or other officers whose powers and duties are similar to those of trustees or directors of a corporation organized for profit, referred to in this article as the "governing board". Said organization may adopt a domestic entity name that complies with part 6 of article 90 of this title and a seal, and, upon the filing of an affidavit with the secretary of state substantially as provided in section 7-50-102, shall become a body politic and corporate by the domestic entity name adopted.

(2) The provisions of this article shall not apply to any religious, educational, or benevolent society formed after December 31, 1967, nor to any religious, educational, or benevolent society or corporation formed prior to January 1, 1968, which has elected to accept the provisions of articles 121 to 137 of this title.
C.R.S. § 7-51-105 — CO Code / Title 7 / Article 51 / Section 7-51-105
7-51-105. Powers of corporation
Status: in_force

7-51-105. Powers of corporation. (1) Corporations formed under this article:

(a) Shall be bodies corporate and politic in fact and in name, by the name stated in the affidavit, and by that name have succession for the period for which they are organized;

(b) May sue and be sued in any court in this state;

(c) May have a common seal which they may alter or renew at pleasure by filing an impression of the same in the office of the clerk and recorder of the county in which any such corporation may be formed under this article;

(d) May own, possess, and enjoy so much real and personal property as is necessary for the transaction of their business, whether acquired by purchase, grant, devise, gift, or otherwise;

(e) May from time to time sell and dispose of real and personal property or any part thereof when not required for the use of the corporation; and

(f) May borrow money and pledge their franchises and property, both real and personal, to secure the payment thereof and may exercise all the powers necessary and requisite to carry into effect the object for which they may be formed under this article.
C.R.S. § 7-58-502 — CO Code / Title 7 / Article 58 / Part 5 / Section 7-58-502
7-58-502. Becoming a member
Status: in_force

7-58-502. Becoming a member. (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.
C.R.S. § 7-90-707 — CO Code / Title 7 / Article 90 / Part 7 / Section 7-90-707
7-90-707. Commercial registered agent
Status: in_force

7-90-707. Commercial registered agent. [Editor's note: This section is effective ninety days following certification by the secretary of state. (See the editor's note following this section.)]

(1) A registered agent may become listed as a commercial registered agent by delivering a commercial registered agent listing statement to the secretary of state for filing pursuant to part 3 of this article. The statement must include the registered agent name and registered agent address of the registered agent and the e-mail address of the registered agent that will be used to receive notifications from the secretary of state.

(2) The statement must be accompanied by a list of the entities represented by the registered agent at the time the statement is filed. If the registered agent is appointed as an agent for a trademark registrant who is an individual who is not a resident of this state, the registered agent shall identify the statement of trademark registration to the satisfaction of the secretary of state.

(3) A commercial registered agent listing statement must not state a delayed effective date.
C.R.S. § 7-128-501 — CO Code / Title 7 / Article 128 / Part 5 / Section 7-128-501
7-128-501. Conflicting interest transaction
Status: in_force

7-128-501. Conflicting interest transaction. (1) As used in this section, "conflicting interest transaction" means: A contract, transaction, or other financial relationship between a nonprofit corporation and a director of the nonprofit corporation, or between the nonprofit corporation and a party related to a director, or between the nonprofit corporation and an entity in which a director of the nonprofit corporation is a director or officer or has a financial interest.

(2) No loans shall be made by a corporation to its directors or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the corporation for the amount of such loan until the repayment thereof.

(3) No conflicting interest transaction shall be void or voidable or be enjoined, set aside, or give rise to an award of damages or other sanctions in a proceeding by a member or by or in the right of the nonprofit corporation, solely because the conflicting interest transaction involves a director of the nonprofit corporation or a party related to a director or an entity in which a director of the nonprofit corporation is a director or officer or has a financial interest or solely because the director is present at or participates in the meeting of the nonprofit corporation's board of directors or of the committee of the board of directors that authorizes, approves, or ratifies the conflicting interest transaction or solely because the director's vote is counted for such purpose if:

(a) The material facts as to the director's relationship or interest and as to the conflicting interest transaction are disclosed or are known to the board of directors or the committee, and the board of directors or committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or

(b) The material facts as to the director's relationship or interest and as to the conflicting interest transaction are disclosed or are known to the members entitled to vote thereon, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by a vote of the members entitled to vote thereon; or

(c) The conflicting interest transaction is fair as to the nonprofit corporation.

(4) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes, approves, or ratifies the conflicting interest transaction.

(5) For purposes of this section, a "party related to a director" shall mean a spouse, a descendent, an ancestor, a sibling, the spouse or descendent of a sibling, an estate or trust in which the director or a party related to a director has a beneficial interest, or an entity in which a party related to a director is a director, officer, or has a financial interest.
C.R.S. § 7-107-102 — CO Code / Title 7 / Article 107 / Part 1 / Section 7-107-102
7-107-102. Special meeting
Status: in_force

7-107-102. Special meeting. (1) A corporation shall hold a special meeting of shareholders:

(a) On call of its board of directors or the person or persons authorized by the bylaws or resolution of the board of directors to call such a meeting; or

(b) If the corporation receives one or more written demands for the meeting, stating the purpose or purposes for which it is to be held, signed and dated by the holders of shares representing at least ten percent of all the votes entitled to be cast on any issue proposed to be considered at the meeting.

(2) If not otherwise fixed under section 7-107-103 or 7-107-107, the record date for determining shareholders entitled to demand a special meeting pursuant to paragraph (b) of subsection (1) of this section is the date of the earliest of any of the demands pursuant to which the meeting is called, or the date that is sixty days before the date the first of such demands is received by the corporation, whichever is later.

(3) Unless the board of directors determines to hold the meeting solely by means of remote communication in accordance with section 7-107-108:

(a) Special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws, or, if not stated in or fixed in accordance with the bylaws, at a place stated in or fixed in accordance with a resolution of the board of directors.

(b) If no place is stated in or fixed pursuant to subsection (3)(a) of this section, special meetings shall be held at the corporation's principal office.

(4) Only business within the purpose or purposes described in the notice of the meeting required by section 7-107-105 (3) may be conducted at a special shareholders' meeting.
C.R.S. § 7-62-605 — CO Code / Title 7 / Article 62 / Part 6 / Section 7-62-605
7-62-605. Distribution in kind
Status: in_force

7-62-605. Distribution in kind. Except as provided in writing in the partnership agreement, a partner, regardless of the nature of the partner's contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to the partner exceeds a percentage of that asset that is equal to the percentage in which the partner shares in distributions from the limited partnership.
C.R.S. § 7-90-906 — CO Code / Title 7 / Article 90 / Part 9 / Section 7-90-906
7-90-906. Limited liability partnerships and limited liability limited partnerships
Status: in_force

7-90-906. Limited liability partnerships and limited liability limited partnerships. Each limited liability partnership and limited liability limited partnership to which section 7-60-152 or section 7-64-1008 was applicable on September 30, 2005, shall be deemed delinquent pursuant to section 7-90-902 (1), effective October 1, 2005.
C.R.S. § 7-62-107 — CO Code / Title 7 / Article 62 / Part 1 / Section 7-62-107
7-62-107. Business transactions of partner with the partnership
Status: in_force

7-62-107. Business transactions of partner with the partnership. Except as provided in the partnership agreement, a partner may lend money to, act as surety for, and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
C.R.S. § 7-106-102 — CO Code / Title 7 / Article 106 / Part 1 / Section 7-106-102
7-106-102. Terms of class or series determined by board of directors
Status: in_force

7-106-102. Terms of class or series determined by board of directors. (1) If the articles of incorporation so provide, the board of directors may determine, in whole or in part, the preferences, limitations, and relative rights, within the limits set forth in section 7-106-101, of:

(a) Any class of shares before the issuance of any shares of that class; or

(b) One or more series within a class before the issuance of any shares of that series.

(2) Each series of a class shall be given a distinguishing designation.

(3) All shares of a series shall have preferences, limitations, and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.

(4) Before issuing any shares of a class or series, the preferences, limitations, and relative rights of which are determined by the board of directors under this section, the corporation shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, articles of amendment to the articles of incorporation, which are effective without shareholder action, that state:

(a) The domestic entity name of the corporation;

(b) The text of the amendment determining the designations, preferences, limitations, and relative rights of the class or series of shares;

(c) The date the amendment was adopted; and

(d) A statement that the amendment was duly adopted by the board of directors.
C.R.S. § 7-137-301 — CO Code / Title 7 / Article 137 / Part 3 / Section 7-137-301
7-137-301. Saving provisions
Status: repealed

7-137-301. Saving provisions. (1) Except as provided in subsection (3) of this section, the repeal of any provision of the "Colorado Nonprofit Corporation Act", articles 20 to 29 of this title, does not affect:

(a) The operation of the statute, or any action taken under it, before its repeal;

(b) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the provision before its repeal;

(c) Any violation of the provision, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; or

(d) Any proceeding or reorganization commenced under the provision before its repeal, and the proceeding or reorganization may be completed in accordance with the provision as if it had not been repealed.

(2) Except as provided in subsection (3) of this section or in sections 7-137-101 (1)(b) and 7-137-102 (4) for the reinstatement, as provided in part 10 of article 90 of this title, of a corporate entity suspended, declared defunct, or administratively dissolved before July 1, 1998, any dissolution commenced under the provision before its repeal may be completed in accordance with the provision as if it had not been repealed.

(3) If a penalty or punishment imposed for violation of any provision of the "Colorado Nonprofit Corporation Act", articles 20 to 29 of this title, is reduced by articles 121 to 137 of this title, the penalty or punishment, if not already imposed, shall be imposed in accordance with said articles.
C.R.S. § 7-64-301 — CO Code / Title 7 / Article 64 / Part 3 / Section 7-64-301
7-64-301. Partner agent of partnership
Status: in_force

7-64-301. Partner agent of partnership. (1) Subject to the effect of a statement of partnership authority under section 7-64-303:

(a) Each partner is an agent of the partnership for the purposes of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing had notice that the partner lacked authority.

(b) An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.
C.R.S. § 7-55-101 — CO Code / Title 7 / Article 55 / Section 7-55-101
7-55-101. Cooperative association defined
Status: in_force

7-55-101. Cooperative association defined. (1) The terms "cooperative association" and "association" include any cooperative organization, association, company, or corporation formed under this article and may be further defined as follows:

(a) The distribution of its earnings is made wholly or in part on the basis of, or in proportion to, the amount of property bought from or sold to members, or to members and other patrons, or of labor performed or other service rendered by the association, but such association shall not deal in products, handle supplies, or provide services for nonmembers in an amount greater in value than as are handled by it for members.

(b) Dividends on stock or interest on equity capital shall be limited, as prescribed in the bylaws of the association.

(c) Voting rights shall be limited to members of the association.

(d) Such association and its business shall not be carried on for profit but for the mutual benefit of all the members. Any person, firm, or corporation of any other cooperative association may become a member of such association upon meeting uniform terms and conditions stated in its bylaws. The association shall issue a certificate of membership to all who become members, which shall not be assignable or transferable except upon consent of the board of directors. The association shall have the right by the bylaws to limit transfer or assignment of membership and the terms and conditions upon which transfer shall be allowed.

(e) Any association formed pursuant to this article may admit to membership any other association so formed or formed under the law of any other jurisdiction upon such terms and conditions as may be provided by the bylaws. Any association formed under the provisions of this article may acquire membership in any other association likewise formed under the provisions of this article when, in the judgment of the directors, such membership shall promote the interest and purpose for which such association is formed.
C.R.S. § 7-101-201 — CO Code / Title 7 / Article 101 / Part 2 / Section 7-101-201
7-101-201. Filing requirements
Status: in_force

7-101-201. Filing requirements. (1) Part 3 of article 90 of this title, providing for the filing of documents, applies to any document filed or to be filed by the secretary of state pursuant to articles 101 to 117 of this title.

(2) to (11) (Deleted by amendment, L. 2002, p. 1845, § 103, effective July 1, 2002; p. 1709, § 101, effective October 1, 2002.)
C.R.S. § 7-42-111 — CO Code / Title 7 / Article 42 / Section 7-42-111
7-42-111. Extension of term
Status: in_force

7-42-111. Extension of term. When the term of years for which any corporation has been incorporated as a ditch company for the purpose of carrying water for irrigation purposes or as a reservoir company for the storage of water for irrigation purposes has expired or is about to expire by lawful limitation, and such corporation has not been administered upon as an expired corporation or gone into liquidation and settlement and division of its affairs, it may have its term of incorporation extended and continued the same as if originally incorporated, as provided in section 7-42-112.
C.R.S. § 7-58-503 — CO Code / Title 7 / Article 58 / Part 5 / Section 7-58-503
7-58-503. No power as member to bind association
Status: in_force

7-58-503. No power as member to bind association. A member, solely by reason of being a member, may not act for or bind the limited cooperative association.
C.R.S. § 7-60-109 — CO Code / Title 7 / Article 60 / Section 7-60-109
7-60-109. Partner agent of partnership
Status: repealed

7-60-109. Partner agent of partnership. (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 carrying on in the usual way the business of the partnership of which the partner is a member, binds the partnership, unless the partner so acting has in fact no authority to act for the partnership in the particular matter and the person with whom the partner is dealing has knowledge of the fact that the partner has no such authority.

(2) An act of a partner which is not apparently for the carrying on of the business of the partnership in the usual way does not bind the partnership unless authorized by the other partners.

(3) Unless authorized by the other partners or unless they have abandoned the business, one or more but less than all the partners have no authority to:

(a) Assign the partnership property in trust for creditors or on the assignee's promise to pay the debts of the partnership;

(b) Dispose of the goodwill of the business;

(c) Do any other act which would make it impossible to carry on the ordinary business of the partnership;

(d) Confess a judgment.

(e) Repealed.

(4) No act of a partner in contravention of a restriction on authority shall bind the partnership to persons having knowledge of the restriction.