C.R.S. § 7-80-702 — CO Code / Title 7 / Article 80 / Part 7 / Section 7-80-702
7-80-702. Interest in limited liability company - transferability of interest
Status: in_force

7-80-702. Interest in limited liability company - transferability of interest. (1) The interest of each member in a limited liability company constitutes the personal property of the member and may be assigned or transferred. Unless the assignee or transferee is admitted as a member, the assignee or transferee shall only be entitled to receive the share of profits or other compensation by way of income and the return of contributions to which that member would otherwise be entitled and shall have no right to participate in the management of the business and activities of the limited liability company or to become a member.

(2) A member ceases to be a member upon assignment or transfer of all the member's membership interest. A person to whom all of a member's membership interest has been assigned or transferred and who has been admitted as a member has all the rights and powers and is subject to all the restrictions and liabilities of the assignor or transferor with respect to the portion of the membership interest assigned or transferred. The admission of the assignee or transferee releases the assignor or transferor from liability to the limited liability company other than for liabilities under section 7-80-502 or 7-80-606.

(3) A person to whom a portion of a member's membership interest has been assigned or transferred and who has been admitted as a member has all the rights and powers and is subject to all the restrictions and liabilities of the assignor or transferor with respect to the portion of the membership interest assigned or transferred. The admission of the assignee or transferee terminates the assignor's or transferor's rights and powers as a member with respect to the portion of the membership interest assigned or transferred and releases the assignor or transferor from liability to the limited liability company with respect to the portion of the membership interest assigned or transferred other than for liabilities under section 7-80-502 or 7-80-606.
C.R.S. § 7-58-803 — CO Code / Title 7 / Article 58 / Part 8 / Section 7-58-803
7-58-803. Qualifications of directors
Status: in_force

7-58-803. Qualifications of directors. (1) Unless the articles or bylaws otherwise provide, and subject to subsection (3) of this section, each director of a limited cooperative association must be an individual who is a member of the association or an individual who is designated by a member that is not an individual for purposes of qualifying and serving as a director; except that initial directors need not be members or designees of a member. A director must be at least eighteen years of age.

(2) Unless the articles or bylaws otherwise provide, a director may be an officer or employee of the limited cooperative association.

(3) If the articles or bylaws provide for nonmember directors, the number of nonmember directors may not exceed:

(a) One, if there are two to four directors;

(b) Two, if there are five to eight directors; or

(c) One-third of the total number of directors if there are at least nine directors.

(4) The articles or bylaws may provide qualifications for directors in addition to those in this section.
C.R.S. § 7-55-115 — CO Code / Title 7 / Article 55 / Section 7-55-115
7-55-115. Exemption from securities laws
Status: in_force

7-55-115. Exemption from securities laws. Any security, patronage refund, per unit retain certificate, or evidence of membership issued or sold by a cooperative association as an investment in its stock or capital to the members of a cooperative association formed under this article or a similar law of any other state and authorized to transact business or conduct activities in this state is exempt from securities laws as contained in article 51 of title 11, C.R.S. Such securities, patronage refunds, per unit retain certificates, or evidence of membership may be sold lawfully by the issuer or its members or salaried employees without the necessity of being registered as a broker or dealer under the "Colorado Securities Act", article 51 of title 11, C.R.S.
C.R.S. § 7-45-103 — CO Code / Title 7 / Article 45 / Section 7-45-103
7-45-103. Deadline to commence work - maintenance of effort requirement
Status: in_force

7-45-103. Deadline to commence work - maintenance of effort requirement. A preexisting toll road or toll highway company shall commence work, including but not limited to planning, design, environmental mitigation, and other preconstruction work, on the toll road or toll highway proposed in its filed formation document no later than three years after the filing of the document or within one year after receiving all necessary approvals for construction. If any necessary approval is the subject of administrative or judicial review, then the one-year period shall be automatically extended until one year after all administrative or judicial review has been concluded. The preexisting toll road or toll highway company and any successor toll road or toll highway company shall continue the work from day to day until at least five hundred thousand dollars have been expended on the toll road or toll highway. If the preexisting toll road or toll highway company fails to perform the required work, it shall forfeit all rights to develop and construct the proposed toll road or toll highway. If the preexisting toll road or toll highway company performs the required work, it shall have the exclusive right to seek approval to develop a toll road or toll highway within the three-mile corridor specified in its filed formation document as required by section 7-45-101 (1) before June 2, 2008, and, only if such approval is granted, the exclusive right to develop a toll road or toll highway within the corridor.
C.R.S. § 7-90-401 — CO Code / Title 7 / Article 90 / Part 4 / Section 7-90-401
7-90-401. Powers
Status: in_force

7-90-401. Powers. The secretary of state has all powers reasonably necessary to perform the duties required by law.
C.R.S. § 7-80-810 — CO Code / Title 7 / Article 80 / Part 8 / Section 7-80-810
7-80-810. Judicial dissolution
Status: in_force

7-80-810. Judicial dissolution. (1) A limited liability company may be dissolved in a proceeding by the attorney general if it is established that:

(a) The limited liability company obtained its articles of organization through fraud; or

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

(2) A limited liability company may be dissolved in a proceeding by or for a member or manager of the limited liability company if it is established that it is not reasonably practicable to carry on the business of the limited liability company in conformity with the operating agreement of said company.

(3) A limited liability company may be dissolved in a proceeding by a creditor of the limited liability company if it is established that:

(a) The creditor's claim has been reduced to judgment, execution upon such judgment has been returned unsatisfied, and the limited liability company is insolvent; or

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

(4) (a) If a limited liability company has been dissolved by voluntary action taken under subpart 1 of this part 8:

(I) The limited liability company may bring a proceeding to wind up and liquidate its business and affairs under judicial supervision in accordance with section 7-80-803; and

(II) The attorney general, a member, a manager, or a creditor, as the case may be, may bring a proceeding to wind up and liquidate the business and affairs of the limited liability company under judicial supervision in accordance with section 7-80-803, upon establishing the grounds set forth for such person, respectively, in subsections (1) to (3) of this section.

(b) As used in sections 7-80-811 to 7-80-813, a "judicial proceeding brought to dissolve a limited liability company" includes a proceeding brought under this subsection (4), and a "decree of dissolution" includes an order of court entered in a proceeding under this subsection (4) that directs that the business and affairs of a limited liability company shall be wound up and liquidated under judicial supervision.
C.R.S. § 7-108-108 — CO Code / Title 7 / Article 108 / Part 1 / Section 7-108-108
7-108-108. Removal of directors by shareholders
Status: in_force

7-108-108. Removal of directors by shareholders. (1) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.

(2) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director.

(3) A director may be removed only if the number of votes cast in favor of removal exceeds the number of votes cast against removal; except that, if cumulative voting is in effect, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against such removal.

(4) A director may be removed by the shareholders only at a meeting called for the purpose of removing the director, and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director.

(5) (Deleted by amendment, L. 2004, p. 1498, § 254, effective July 1, 2004.)
C.R.S. § 7-90-904 — CO Code / Title 7 / Article 90 / Part 9 / Section 7-90-904
7-90-904. Cure of delinquency
Status: in_force

7-90-904. Cure of delinquency. (1) (a) An entity that has been delinquent for fewer than five years may cure its delinquency by delivering to the secretary of state, for filing pursuant to part 3 of this article 90, a statement curing delinquency that is signed by an individual under penalty of perjury and that states:

(I) The entity's principal office address; and

(II) The entity's registered agent's name and address.

(b) (Deleted by amendment, L. 2008, p. 23, 17, effective August 5, 2008.)

(c) An entity that has been delinquent for five years or longer may cure its delinquency by delivering to the secretary of state, for filing pursuant to part 3 of this article 90, the following documents:

(I) A statement curing delinquency that is signed by an individual under penalty of perjury and that states:

(A) The entity's principal office address; and

(B) The entity's registered agent's name and address;

(II) An affidavit attesting that the individual who signed the statement has the authority of the entity to sign for and act on behalf of the entity; and

(III) A copy of a government-issued personal photographic identification for the individual who signed the statement and affidavit.

(2) In lieu of curing its delinquency pursuant to subsection (1) of this section, a delinquent foreign entity may cure its delinquency by causing to be delivered to the secretary of state, for filing pursuant to part 3 of this article, a statement of foreign entity withdrawal.

(3) A delinquent domestic entity may cure its delinquency by dissolving.

(4) (a) Except as provided in paragraphs (b) and (c) of this subsection (4), the entity name of an entity following the curing of its delinquency shall be the same as the entity name, determined without regard to section 7-90-601.6, of the entity at the time the entity cures its delinquency if such entity name complies with section 7-90-601 at the time the entity cures its delinquency. If such entity name would not be distinguishable on the records of the secretary of state as contemplated in section 7-90-601, the entity name of the entity following curing of its delinquency shall be such entity name followed by the words "delinquency cured" and the month, day, and year of the effective date of the statement curing delinquency.

(b) In the case of a foreign entity that cures its delinquency pursuant to subsection (2) of this section, the foreign entity name of the foreign entity shall be its foreign entity name at the time it cures its delinquency, determined without regard to section 7-90-601.6, as changed by section 7-90-601.7.

(c) In the case of a domestic entity that cures its delinquency pursuant to subsection (3) of this section, the domestic entity name of the domestic entity shall be its domestic entity name at the time it cures its delinquency, determined without regard to section 7-90-601.6, as changed by section 7-90-601.5.
C.R.S. § 7-64-402 — CO Code / Title 7 / Article 64 / Part 4 / Section 7-64-402
7-64-402. Distributions in kind
Status: in_force

7-64-402. Distributions in kind. A partner has no right to receive, and may not be required to accept, a distribution in kind.
C.R.S. § 7-56-510 — CO Code / Title 7 / Article 56 / Part 5 / Section 7-56-510
7-56-510. Renewable energy cooperatives - powers
Status: in_force

7-56-510. Renewable energy cooperatives - powers. (1) In addition to the powers granted in this article, renewable energy cooperatives may generate electricity from renewable resources or technologies and transmit and sell electricity at wholesale.

(2) No renewable energy cooperative shall sell electricity at retail or have a certificated territory in the state except as allowed for its own service or pursuant to public utility law or other legal authority.
C.R.S. § 7-51-111 — CO Code / Title 7 / Article 51 / Section 7-51-111
7-51-111. Purchase of property
Status: in_force

7-51-111. Purchase of property. The directors, trustees, or other similar officers of any such corporation may purchase real and personal property necessary for their business and issue stock to the amount of the value thereof in payment therefor; and the stock so issued shall be declared to be full-paid stock and not liable to any further calls or assessments thereon nor for any debt of the corporation.
C.R.S. § 7-45-101 — CO Code / Title 7 / Article 45 / Section 7-45-101
7-45-101. Formation of toll road or toll highway company - description of corridor
Status: in_force

7-45-101. Formation of toll road or toll highway company - description of corridor. (1) A toll road or toll highway company shall be formed under Colorado law. On and after June 2, 2008, a toll road or toll highway company may not specify and map a transportation corridor in its filed formation document, and any corridor included in a filed formation document filed before June 2, 2008, shall not be deemed to give the filing toll road or toll highway company any property right or exclusive development right of any kind within the corridor other than as specified in section 7-45-103. If a toll road or toll highway company complies with the provisions of this article, it shall have the power to erect toll gates and set and collect tolls.

(2) The secretary of state shall maintain a list of all toll road and toll highway companies and shall make the list and the filed formation documents for all toll road and toll highway companies available to the public. To allow the secretary of state to efficiently compile and maintain an accessible list, a toll road or toll highway company shall include the designation "PTR" in its official name as specified in its filed formation document.

(3) and (4) (Deleted by amendment, L. 2008, p. 1707, § 1, effective June 2, 2008.)
C.R.S. § 7-90-203.4 — CO Code / Title 7 / Article 90 / Part 2 / Section 7-90-203.4
7-90-203.4. Approval of plan of merger or exchange
Status: in_force

7-90-203.4. Approval of plan of merger or exchange. (1) In the case of domestic entities described in this subsection (1), the plan of merger or plan of exchange must, if required, be approved:

(a) In the case of a corporation, as provided in section 7-111-103;

(b) In the case of a nonprofit corporation, as provided in section 7-131-102 for merger; except that, if the transaction is an owner's interest exchange and the primary constituent documents expressly provide for the approval of a plan of exchange, the transaction must be approved in accordance with those provisions;

(c) In the case of a cooperative formed under, or subject to, article 56 of this title 7, as provided in section 7-56-602 for approval of a plan of merger, conversion, consolidation, or share or equity capital exchange;

(d) In the case of a cooperative formed under article 55 of this title 7, as provided in section 7-55-112 for merger; except that, if the transaction is an owner's interest exchange and the primary constituent documents expressly provide for the approval of a plan of exchange, the transaction must be approved in accordance with those provisions; and

(e) In the case of a cooperative formed under article 58 of this title 7, as provided in section 7-58-1606 for merger; except that, if the transaction is an owner's interest exchange and the primary constituent documents expressly provide for the approval of a plan of exchange, the transaction must be approved in accordance with those provisions.

(2) In the case of a domestic entity other than an entity described in subsection (1) of this section, the plan of merger or plan of exchange must be approved as follows:

(a) If the primary constituent documents expressly provide for the approval of the plan of merger or plan of exchange, in accordance with the respective provisions of the primary constituent documents;

(b) If the primary constituent documents do not expressly provide for approval:

(I) Of a plan of merger but do provide for approval of a plan of exchange, then a plan of merger is governed by the approval requirements for a plan of exchange; and

(II) Of a plan of exchange but do provide for approval of a plan of merger, then a plan of exchange is governed by the approval requirements for a plan of merger;

(c) If subsections (2)(a) and (2)(b) of this section do not apply because the primary constituent documents do not expressly provide for the approval of a plan of merger or a plan of exchange, in accordance with the provisions of the entity's organic statutes that contain the most stringent terms for approval of the other type of transaction in this section;

(d) If subsections (2)(a), (2)(b), and (2)(c) of this section do not apply, in accordance with the provisions of the entity's organic statutes that contain the most stringent terms for approval of an amendment to the primary constituent documents or, if no such provisions exist, the provisions of the organic statutes that contain the most stringent terms for the approval of an amendment to the primary constituent documents; or

(e) If subsections (2)(a), (2)(b), (2)(c), and (2)(d) of this section do not apply, by all of the owners of the merging entity.

(3) For purposes of this section, the provisions of the organic statutes and constituent documents applicable to approval include provisions relating to any preliminary approval by managers for submission to the owners, notices, quorum, voting, and consent by owners or third parties. References in this section to the most stringent provisions of the primary constituent documents or organic statutes are references to those provisions of the documents or statutes that establish the highest voting requirements.

(4) Nothing in this section shall be deemed to permit a primary constituent document to contain any provision that is proscribed by the organic statutes.
C.R.S. § 7-90-602 — CO Code / Title 7 / Article 90 / Part 6 / Section 7-90-602
7-90-602. Reserved entity name
Status: reserved

7-90-602. Reserved entity name. (1) Any person may apply for the reservation of the exclusive use of a name as an entity name by delivering a statement of reservation of a name to the secretary of state, for filing pursuant to part 3 of this article, stating the name and mailing address of the person, that the person is applying under this section to reserve a name for use as an entity name, and the name proposed to be reserved. If the secretary of state determines that the name applied for would be available for use as an entity name under section 7-90-601, the secretary of state shall reserve the name for the person's exclusive use for a one-hundred-twenty-day period, which reservation may be renewed successively for one-hundred-twenty-day periods. No statement of reservation of name shall state a delayed effective date.

(2) The holder of a reserved name may transfer the reservation to any other person by delivering to the secretary of state, for filing pursuant to part 3 of this article, a statement of transfer of reserved name that states the reserved name, the name of the holder, and the name and mailing address of the transferee.

(3) If a constituent filed document stating a delayed effective date and stating a new domestic entity name is filed in the records of the secretary of state, such domestic entity name shall be deemed to be a reserved name until the constituent filed document becomes effective.
C.R.S. § 7-60-141 — CO Code / Title 7 / Article 60 / Section 7-60-141
7-60-141. Liability of persons continuing business
Status: in_force

7-60-141. Liability of persons continuing business. (1) When any new partner is admitted into an existing partnership, or when any partner retires and assigns or the representative of the deceased partner assigns the deceased partner's right in partnership property to two or more of the partners or to one or more of the partners and one or more third persons, if the business is continued without liquidation of the partnership affairs, creditors of the first or dissolved partnership are also creditors of the partnership so continuing the business.

(2) When all but one partner retire and assign or the representative of a deceased partner assigns the deceased partner's rights in the partnership property to the remaining partner who continues the business without liquidation of partnership affairs, either alone or with others, creditors of the dissolved partnership are also creditors of the person or partnership so continuing the business.

(3) When any partner retires or dies and the business of the dissolved partnership is continued, as set forth in subsections (1) and (2) of this section, with the consent of the retired partner or the representative of the deceased partner but without any assignment of such partner's right in partnership property, rights of creditors of the dissolved partnership and of the creditors of the person or partnership continuing the business shall be as if such assignment had been made.

(4) When all the partners or their representatives assign their rights in partnership property to one or more third persons who promise to pay the debts and who continue the business of the dissolved partnership, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.

(5) When a partner wrongfully causes a dissolution and the remaining partners continue the business, under the provisions of section 7-60-138 (2)(b), either alone or with others and without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.

(6) When a partner is expelled and the remaining partners continue the business either alone or with others without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.

(7) The liability of a third person who becomes a partner in the partnership continuing the business under this section to the creditors of the dissolved partnership shall be satisfied out of partnership property only.

(8) When the business of a partnership after dissolution is continued under any conditions set forth in this section, the creditors of the dissolved partnership, as against the separate creditors of the retiring or deceased partner or the representative of the deceased partner, have a prior right to any claim of the retired partner or the representative of the deceased partner against the person or partnership continuing the business on account of the retired or deceased partner's interest in the dissolved partnership or on account of any consideration promised for such interest or for the retired or deceased partner's right in partnership property.

(9) Nothing in this section shall be held to modify any right of creditors to set aside any assignment on the ground of fraud.

(10) The use by the person or partnership continuing the business of the partnership name or the name of a deceased partner as part thereof shall not of itself make the individual property of the deceased partner liable for any debts contracted by such person or partnership.

(11) If the business of a limited liability partnership is continued after the death, retirement, or expulsion of a partner or the admission of a new partner, the partnership continuing the business is a limited liability partnership.
C.R.S. § 7-108-109 — CO Code / Title 7 / Article 108 / Part 1 / Section 7-108-109
7-108-109. Removal of directors by judicial proceeding
Status: repealed

7-108-109. Removal of directors 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 corporation's principal office is located or, if the 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 corporation has no registered agent, by the district court for the city and county of Denver, in a proceeding commenced either by the corporation or by shareholders holding at least ten percent of the outstanding shares of any class, if the court finds that the director engaged in fraudulent or dishonest conduct or gross abuse of authority or discretion with respect to the corporation and that removal is in the best interests of the corporation.

(2) The court that removes a director may bar the director from reelection for a period prescribed by the court.

(3) If shareholders commence a proceeding under subsection (1) of this section, they shall make the corporation a party defendant.

(4) Repealed.
C.R.S. § 7-113-205 — CO Code / Title 7 / Article 113 / Part 2 / Section 7-113-205
7-113-205. Payment
Status: in_force

7-113-205. Payment. (1) Except as provided in section 7-113-206, within thirty days after the date specified in section 7-113-203 (2)(b)(II), the corporation shall pay in cash to those shareholders who complied with section 7-113-204 (1) the amount the corporation estimates to be the fair value of their shares, plus interest.

(2) The payment to each shareholder pursuant to subsection (1) of this section must be accompanied by:

(a) (I) The annual financial statements specified in section 7-116-105 of the corporation that issued the shares to be appraised, which statement must be as of a date ending not more than sixteen months before the date of payment; except that, if the annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information; and

(II) The latest available quarterly financial statements of the corporation, if any;

(b) A statement of the corporation's estimate of the fair value of the shares, which estimate must equal or exceed the corporation's estimate given pursuant to section 7-113-203 (2)(b)(III); and

(c) A statement that shareholders described in subsection (1) of this section have the right to demand further payment under section 7-113-207 and that if any such shareholder does not do so within the period specified in section 7-113-207 (2), the shareholder shall be deemed to have accepted the payment in full satisfaction of the corporation's obligations under this article 113.
C.R.S. § 7-113-201 — CO Code / Title 7 / Article 113 / Part 2 / Section 7-113-201
7-113-201. Notice of appraisal rights
Status: in_force

7-113-201. Notice of appraisal rights. (1) Where any corporate action specified in section 7-113-102 (1) is to be submitted to a vote at a shareholders' meeting, the meeting notice must state that the corporation has concluded that the shareholders are, are not, or may be entitled to assert appraisal rights under this article 113. If the corporation concludes that appraisal rights are or may be available, a copy of this article 113 must accompany the meeting notice sent to those shareholders entitled to exercise appraisal rights.

(2) In a merger pursuant to section 7-111-104, the parent corporation shall notify in writing all shareholders of the subsidiary that are entitled to assert appraisal rights that the corporate action became effective. The notice shall be sent within ten days after the corporate action became effective and must include the materials described in section 7-113-203.

(3) Where any corporate action specified in section 7-113-102 (1) is to be approved by written consent of the shareholders pursuant to section 7-107-104:

(a) Notice that appraisal rights are, are not, or may be available shall be given to each shareholder from whom a consent is solicited at the time consent of the shareholder is first solicited and, if the corporation has concluded that appraisal rights are or may be available, must be accompanied by a copy of this article 113; and

(b) Notice that appraisal rights are, are not, or may be available shall be delivered, together with the notice to nonconsenting and nonvoting shareholders required by section 7-107-104 (5.5); may include the materials described in section 7-113-203; and, if the corporation has concluded that appraisal rights are or may be available, must be accompanied by a copy of this article 113.

(4) Where corporate action described in section 7-113-102 (1) is proposed or a merger pursuant to section 7-111-104 is effected, the notice required by subsection (1) or (3) of this section, if the corporation concludes that appraisal rights are or may be available and by subsection (2) of this section, must be accompanied by:

(a) The annual financial statements specified in section 7-116-105 of the corporation that issued the shares that may be subject to appraisal, which statements must be as of a date ending not more than sixteen months before the date of the notice and must comply with section 7-116-105; except that, if the annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information; and

(b) The latest available quarterly financial statements of the corporation, if any.

(5) The right to receive the information described in subsection (4) of this section may be waived in writing by a shareholder before or after the corporate action.
C.R.S. § 7-80-209 — CO Code / Title 7 / Article 80 / Part 2 / Section 7-80-209
7-80-209. Amendment of articles of organization
Status: in_force

7-80-209. Amendment of articles of organization. (1) The articles of organization may be amended at any time for any purpose and shall be amended when:

(a) There is a change in the domestic entity name of the limited liability company;

(b) There is a false or erroneous statement in the articles of organization.

(c) and (d) (Deleted by amendment, L. 94, p. 713, § 8, effective July 1, 1994.)

(1.5) An amendment to the articles of organization is invalid unless approved by all of the members or in such other manner as may be provided in the operating agreement.

(2) (Deleted by amendment, L. 2003, p. 2266, § 182, effective July 1, 2004.)

(3) and (4) (Deleted by amendment, L. 2002, p. 1833, § 73, effective July 1, 2002; p. 1697, § 71, effective October 1, 2002.)

(5) A limited liability company amends its articles of organization by delivering articles of amendment to its articles of organization to the secretary of state, for filing pursuant to part 3 of article 90 of this title, stating:

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

(b) The amendment to the articles of organization.
C.R.S. § 7-129-106 — CO Code / Title 7 / Article 129 / Section 7-129-106
7-129-106. Determination and authorization of indemnification of directors
Status: in_force

7-129-106. Determination and authorization of indemnification of directors. (1) A nonprofit corporation may not indemnify a director under section 7-129-102 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in section 7-129-102. A nonprofit corporation shall not advance expenses to a director under section 7-129-104 unless authorized in the specific case after the written affirmation and undertaking required by section 7-129-104 (1)(a) and (1)(b) are received and the determination required by section 7-129-104 (1)(c) has been made.

(2) The determinations required by subsection (1) of this section shall be made:

(a) By the board of directors by a majority vote of those present at a meeting at which a quorum is present, and only those directors not parties to the proceeding shall be counted in satisfying the quorum; or

(b) If a quorum cannot be obtained, by a majority vote of a committee of the board of directors designated by the board of directors, which committee shall consist of two or more directors not parties to the proceeding; except that directors who are parties to the proceeding may participate in the designation of directors for the committee.

(3) If a quorum cannot be obtained as contemplated in paragraph (a) of subsection (2) of this section, and a committee cannot be established under paragraph (b) of subsection (2) of this section, or, even if a quorum is obtained or a committee is designated, if a majority of the directors constituting such quorum or such committee so directs, the determination required to be made by subsection (1) of this section shall be made:

(a) By independent legal counsel selected by a vote of the board of directors or the committee in the manner specified in paragraph (a) or (b) of subsection (2) of this section or, if a quorum of the full board cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full board of directors; or

(b) By the voting members, but voting members who are also directors and who are at the time seeking indemnification may not vote on the determination.

(4) Authorization of indemnification and advance of expenses shall be made in the same manner as the determination that indemnification or advance of expenses is permissible; except that, if the determination that indemnification or advance of expenses is permissible is made by independent legal counsel, authorization of indemnification and advance of expenses shall be made by the body that selected such counsel.
C.R.S. § 7-56-609 — CO Code / Title 7 / Article 56 / Part 6 / Section 7-56-609
7-56-609. Sale or other disposition of property without member approval
Status: in_force

7-56-609. Sale or other disposition of property without member approval. (1) A cooperative may, on the terms and conditions and for the consideration determined by the board:

(a) Sell, lease, exchange, or otherwise dispose of any of its property in the usual and regular course of business; except that a sale, lease, exchange, or other disposition of all, or substantially all, of its property shall never be considered to be in the usual and regular course of business;

(b) Transfer to itself any or all of the property of a domestic or foreign entity when all the voting rights of the transferor are owned, directly or indirectly, by the transferee cooperative.

(2) Unless otherwise provided in the articles or bylaws, approval by the members of a transaction described in subsection (1) of this section is not required.
C.R.S. § 7-74-107 — CO Code / Title 7 / Article 74 / Section 7-74-107
7-74-107. Statute of limitations
Status: in_force

7-74-107. Statute of limitations. An action for misappropriation of a trade secret shall be brought within three years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered. For the purposes of this section, a continuing misappropriation constitutes a single claim.
C.R.S. § 7-60-121 — CO Code / Title 7 / Article 60 / Section 7-60-121
7-60-121. Accountable as a fiduciary
Status: in_force

7-60-121. Accountable as a fiduciary. (1) Every partner shall account to the partnership for any benefit and hold as trustee for it any profits derived by such partner without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any use by such partner of its property.

(2) This section applies also to the representatives of a deceased partner engaged in the liquidation of the affairs of the partnership as the personal representatives of the last surviving partner.
C.R.S. § 7-128-203 — CO Code / Title 7 / Article 128 / Part 2 / Section 7-128-203
7-128-203. Notice of meeting - rights of residential members
Status: in_force

7-128-203. Notice of meeting - rights of residential members. (1) Unless otherwise provided in articles 121 to 137 of this title or in the bylaws, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.

(2) Unless the bylaws provide for a longer or shorter period, special meetings of the board of directors shall be preceded by at least two days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless otherwise required by articles 121 to 137 of this title or the bylaws.

(3) Notwithstanding subsections (1) and (2) of this section, and notwithstanding any provision of the articles of incorporation or bylaws to the contrary, the following rules and procedures apply to meetings of the board of directors of a residential nonprofit corporation or any committee of the board:

(a) (I) (A) All regular and special meetings of the residential nonprofit corporation's board of directors or executive committee, or any committee of the board that is authorized to take final action on the board's behalf, must be open to attendance by all residential members or their representatives. The board shall make agendas for meetings of the board, and agendas for meetings of committees of the board that are authorized to take final action on the board's behalf, reasonably available for examination in advance by all residential members or their representatives. If there is no formal agenda, residential members or their representatives are nonetheless entitled to a general description of the purpose of the meeting and the subject matter that will be discussed.

(B) The board shall inform all members, at least annually, of the method by which meeting agendas and other information required by sub-subparagraph (A) of this subparagraph (I) will be provided, including the physical location of places where agendas and meeting notices may be posted or the web address where online postings may be made. The board shall give at least thirty days' advance notice of any change in the manner or means by which meeting information will be provided.

(II) The residential nonprofit corporation is encouraged to provide all notices and agendas required by this article in electronic form, by posting on a website or otherwise, in addition to printed form. If such electronic means are available, the corporation shall provide notice of all regular and special meetings of residential members by electronic mail to all residential members who so request and who furnish the corporation with their electronic mail addresses. Electronic notice of a special meeting must be given as soon as possible but at least twenty-four hours before the meeting.

(b) At an appropriate time determined by the board of directors, but before the board votes on an issue under discussion, the board shall permit residential members or their designated representatives to speak regarding the issue. The board may place reasonable time restrictions on persons speaking during the meeting. If more than one person desires to address an issue and there are opposing views, the board shall provide for a reasonable number of persons to speak on each side of the issue.

(c) The board of directors or any committee of the board may hold an executive or closed-door session and may restrict attendance to board members and such other persons requested by the board during a regular or specially announced meeting or a part thereof. The matters to be discussed at such an executive session may include only matters enumerated in paragraph (d) of this subsection (3).

(d) Matters for discussion by an executive or closed session are limited to:

(I) Matters pertaining to employees of the residential nonprofit corporation or the managing agent's contract or involving the employment, promotion, discipline, or dismissal of an officer, agent, or employee of the corporation;

(II) Consultation with legal counsel concerning disputes that are the subject of pending or imminent court proceedings or matters that are privileged or confidential between attorney and client;

(III) Investigative proceedings concerning possible or actual criminal misconduct;

(IV) Matters subject to specific constitutional, statutory, or judicially imposed requirements protecting particular proceedings or matters from public disclosure;

(V) Any matter the disclosure of which would constitute an unwarranted invasion of individual privacy;

(VI) Review of or discussion relating to any written or oral communication from legal counsel.

(e) Upon the final resolution of any matter for which the board of directors received legal advice or that concerned pending or contemplated litigation, the board may elect to preserve the attorney-client privilege in any appropriate manner, or it may elect to disclose such information, as it deems appropriate, about such matter in an open meeting.

(f) Before the board of directors or any committee of the board convenes in executive session, the chair of the body shall announce the general matter of discussion as enumerated in paragraph (d) of this subsection (3).

(g) The board of directors shall not adopt any change to the residential nonprofit corporation's articles of incorporation or bylaws during an executive session. An articles of incorporation or bylaw change may be validly adopted only during a regular or special meeting or after the board of directors goes back into regular session following an executive session.

(h) The minutes of all meetings at which an executive session was held must indicate that an executive session was held and the general subject matter of the executive session.
C.R.S. § 7-80-109 — CO Code / Title 7 / Article 80 / Part 1 / Section 7-80-109
7-80-109. Construction of article
Status: in_force

7-80-109. Construction of article. The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this article.
C.R.S. § 7-128-301 — CO Code / Title 7 / Article 128 / Part 3 / Section 7-128-301
7-128-301. Officers
Status: in_force

7-128-301. Officers. (1) Unless otherwise provided in the bylaws, a nonprofit corporation shall have a president, a secretary, a treasurer, and such other officers as may be designated by the board of directors. An officer shall be an individual who is eighteen years of age or older. An officer need not be a director or a member of the nonprofit corporation, unless the bylaws so prescribe.

(2) Officers may be appointed by the board of directors or in such other manner as the board of directors or bylaws may provide. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.

(3) The bylaws or the board of directors shall delegate to the secretary or to one or more other persons responsibility for the preparation and maintenance of minutes of the directors' and members' meetings and other records and information required to be kept by the nonprofit corporation under section 7-136-101 and for authenticating records of the nonprofit corporation.

(4) The same individual may simultaneously hold more than one office in the nonprofit corporation.
C.R.S. § 7-110-105 — CO Code / Title 7 / Article 110 / Part 1 / Section 7-110-105
7-110-105. Amendment of articles of incorporation before issuance of shares
Status: in_force

7-110-105. Amendment of articles of incorporation before issuance of shares. If a corporation has not yet issued shares, its board of directors or, if no directors have been elected, its incorporators may adopt one or more amendments to the articles of incorporation.
C.R.S. § 7-130-105 — CO Code / Title 7 / Article 130 / Part 1 / Section 7-130-105
7-130-105. Articles of amendment to articles of incorporation
Status: in_force

7-130-105. Articles of amendment to articles of incorporation. (1) A nonprofit 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 nonprofit corporation; and

(b) The text of each amendment adopted.

(c) to (f) (Deleted by amendment, L. 2005, p. 1217, § 24, effective October 1, 2005.)
C.R.S. § 7-62-206 — CO Code / Title 7 / Article 62 / Part 2 / Section 7-62-206
7-62-206. Filing in office of secretary of state
Status: repealed

7-62-206. Filing in office of secretary of state. (Repealed)
C.R.S. § 7-58-1210 — CO Code / Title 7 / Article 58 / Part 12 / Section 7-58-1210
7-58-1210. Statement of dissolution
Status: in_force

7-58-1210. Statement of dissolution. (1) Upon dissolution, the limited cooperative association 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 cooperative association; and

(b) The principal office address of the limited cooperative association's principal office.

(2) A limited cooperative association is dissolved as provided in section 7-58-1202, 7-58-1203, or 7-90-908.

(3) A person who is not a director or member has notice of the dissolution of a limited cooperative association on the earlier of:

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

(b) The date on which the person first has actual knowledge of the dissolution.
C.R.S. § 7-58-407 — CO Code / Title 7 / Article 58 / Part 4 / Section 7-58-407
7-58-407. Amendment of articles - filing
Status: in_force

7-58-407. Amendment of articles - filing. (1) A limited cooperative association amending its articles shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, articles of amendment stating:

(a) The domestic name of the association; and

(b) The text of each amendment adopted.

(2) Before the beginning of the initial meeting of the board of directors, an organizer who knows that information in the filed articles was inaccurate when the articles were filed or has become inaccurate due to changed circumstances shall promptly:

(a) Cause the articles to be amended; and

(b) If appropriate, deliver a statement of:

(I) Change to the secretary of state for filing pursuant to section 7-90-305.5; or

(II) Correction to the secretary of state for filing pursuant to section 7-90-305.

(3) Upon filing, an amendment of the articles that has been properly adopted by the members is effective as provided in section 7-90-304.
C.R.S. § 7-60-113 — CO Code / Title 7 / Article 60 / Section 7-60-113
7-60-113. Partner's wrongful acts - liability
Status: in_force

7-60-113. Partner's wrongful acts - liability. Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of the other partners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the partnership is liable therefor to the same intent as the partner so acting or omitting to act.
C.R.S. § 7-58-402 — CO Code / Title 7 / Article 58 / Part 4 / Section 7-58-402
7-58-402. Notice and action on amendment of articles and bylaws
Status: in_force

7-58-402. Notice and action on amendment of articles and bylaws. (1) Except as provided in this subsection (1) and section 7-58-405 (6), the articles and bylaws of a limited cooperative association may be amended only at a members meeting. An amendment requiring membership approval may be proposed by either:

(a) A majority of the board of directors, or a greater percentage if required by the articles or bylaws; or

(b) One or more petitions signed by at least ten percent of the patron members or at least ten percent of the investor members.

(2) The board of directors shall call a members meeting to consider an amendment proposed pursuant to subsection (1) of this section. The meeting shall be held not later than ninety days following the proposal of the amendment by the board or receipt of a petition or petitions satisfying the requirements of this section. The board shall mail or otherwise transmit or deliver in a record to each member:

(a) The proposed amendment, or a summary of the proposed amendment and a statement of the manner in which a copy of the amendment in a record may be reasonably obtained by a member;

(b) A recommendation that the members approve the amendment, or, if the board determines that because of conflict of interest or any other reason it should not make a favorable recommendation, the basis for that determination;

(c) A statement of any condition of the board's submission of the amendment to the members; and

(d) Notice of the meeting at which the proposed amendment will be considered, which shall be given in the same manner as notice for a special meeting of members.
C.R.S. § 7-64-202 — CO Code / Title 7 / Article 64 / Part 2 / Section 7-64-202
7-64-202. Formation of partnership
Status: in_force

7-64-202. Formation of partnership. (1) Except as otherwise provided in subsection (2) of this section, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership. A limited liability partnership is for all purposes a partnership.

(2) Subject to section 7-64-1205, an association is not a partnership under this article if it is formed under a statute other than:

(a) This article;

(b) Article 60 of this title; or

(c) A comparable statute of another jurisdiction. A partnership that is subject to article 60 of this title by reason of the first sentence of subsection (2) of section 7-60-106 shall be deemed to be formed under article 60 for purposes of this subsection (2).

(3) In determining whether a partnership is formed, the following rules apply:

(a) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.

(b) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.

(c) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:

(I) Of a debt by installments or otherwise;

(II) For services as an independent contractor or of wages or other compensation to an employee;

(III) Of rent;

(IV) Of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner;

(V) Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral or rights to income, proceeds, or increase in value derived from the collateral; or

(VI) For the sale of the goodwill of a business or other property by installments or otherwise.
C.R.S. § 7-80-1101 — CO Code / Title 7 / Article 80 / Part 11 / Section 7-80-1101
7-80-1101. Application to limited liability companies formed prior to July 1, 1994
Status: in_force

7-80-1101. Application to limited liability companies formed prior to July 1, 1994. (1) A limited liability company formed under this article prior to July 1, 1994, shall be governed by the provisions of this article.

(2) (Deleted by amendment, L. 2004, p. 1465, § 200, effective July 1, 2004.)
C.R.S. § 7-55-107.5 — CO Code / Title 7 / Article 55 / Section 7-55-107.5
7-55-107.5. Indemnification and personal liability of directors, officers, employees, and ag
Status: in_force

7-55-107.5. Indemnification and personal liability of directors, officers, employees, and agents. The association shall have the same powers, rights, and obligations and shall be subject to the same limitations as apply to domestic corporations as set forth in article 109 of this title 7. Association directors, officers, employees, and agents shall have the same rights as directors, officers, employees, and agents, respectively, of domestic corporations as set forth in article 109 of this title 7. Association directors and officers shall have the benefit of the same limitations on personal liability for any injury to person or property arising out of a tort as set forth in section 7-108-403 for directors and officers, respectively, of domestic corporations. Any reference in said sections to shareholders shall be construed to refer to voting members or voting stockholders, if any, for the purpose of this section.
C.R.S. § 7-137-202 — CO Code / Title 7 / Article 137 / Part 2 / Section 7-137-202
7-137-202. Statement of election to accept articles 121 to 137 of this title
Status: repealed

7-137-202. Statement of election to accept articles 121 to 137 of this title. (1) A statement of election to accept articles 121 to 137 of this title shall state:

(a) The domestic entity name of the corporate entity;

(b) A statement by the corporate entity that it has elected to accept said articles and that all required reports have been or will be filed and all fees, taxes, and penalties due to the state of Colorado accruing under any law to which the corporate entity heretofore has been subject have been paid;

(c) If there are members or stockholders entitled to vote thereon, a statement stating the date of the meeting of such members or stockholders at which the election to accept articles 121 to 137 of this title was made, that a quorum was present at the meeting, and that such acceptance was authorized by at least two-thirds of the votes that members or stockholders present at such meeting in person or by proxy were entitled to cast;

(d) If there are no members or stockholders entitled to vote thereon, a statement of such fact, the date of the meeting of the board of directors at which election to accept said articles was made, that a quorum was present at the meeting, and that such acceptance was authorized by a majority vote of the directors in office;

(e) A statement that the corporate entity followed the requirements of the law under which it was formed, its articles of incorporation, and its bylaws so far as applicable in effecting such acceptance;

(f) and (g) Repealed.

(h) A statement that any attached copy of the articles of incorporation, affidavit, or other basic corporate charter of the corporate entity is true and correct;

(i) If the corporate entity has issued shares of stock, a statement of such fact including the number of shares heretofore authorized, the number issued and outstanding, and a statement that all issued and outstanding shares of stock have been delivered to the corporate entity to be canceled upon the acceptance of articles 121 to 137 of this title by the corporate entity becoming effective and that from and after the effective date of said acceptance the authority of the corporate entity to issue shares of stock is terminated; except that this shall not apply to corporate entities formed for the acquisition and distribution of water to their stockholders.
C.R.S. § 7-62-803 — CO Code / Title 7 / Article 62 / Part 8 / Section 7-62-803
7-62-803. Winding up
Status: in_force

7-62-803. Winding up. Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners may wind up the limited partnership's affairs; except that, upon cause shown, the district court for the county in this state in which the street address of the limited partnership's principal office is located, or, if the limited partnership 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 limited partnership has no registered agent, the district court for the city and county of Denver may wind up the limited partnership's affairs upon application of any partner, the partner's legal representative, or the partner's assignee.
C.R.S. § 7-127-101 — CO Code / Title 7 / Article 127 / Part 1 / Section 7-127-101
7-127-101. Annual and regular meetings
Status: in_force

7-127-101. Annual and regular meetings. (1) Unless the bylaws eliminate the requirement for holding an annual meeting, a nonprofit corporation that has voting members shall hold a meeting of the voting members annually at a time stated in or fixed in accordance with the bylaws, or, if not so fixed, at a time and date stated in or fixed in accordance with a resolution of the board of directors.

(2) A nonprofit corporation with members may hold regular membership meetings at a time and date stated in or fixed in accordance with the bylaws, or, if not so fixed, at a time and date stated in or fixed in accordance with a resolution of the board of directors.

(3) Annual and regular membership 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 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, annual and regular meetings shall be held at the nonprofit corporation's principal office.

(4) The failure to hold an annual or regular meeting at the time and date determined pursuant to subsection (1) of this section does not affect the validity of any corporate action and does not work a forfeiture or dissolution of the nonprofit corporation.
C.R.S. § 7-114-103.5 — CO Code / Title 7 / Article 114 / Part 1 / Section 7-114-103.5
7-114-103.5. Name of dissolved corporation - repeal
Status: repealed

7-114-103.5. Name of dissolved corporation - repeal. (Repealed)
C.R.S. § 7-58-1609 — CO Code / Title 7 / Article 58 / Part 16 / Section 7-58-1609
7-58-1609. Effect of conversion or merger
Status: in_force

7-58-1609. Effect of conversion or merger. (1) The effect of a conversion is determined by section 7-90-202.

(2) The effect of a merger is determined by section 7-90-204.
C.R.S. § 7-90-106 — CO Code / Title 7 / Article 90 / Part 1 / Section 7-90-106
7-90-106. Relation to electronic signatures in global and national commerce act
Status: in_force

7-90-106. Relation to electronic signatures in global and national commerce act. This article 90 modifies, limits, or supersedes the federal "Electronic Signatures in Global and National Commerce Act", 15 U.S.C. sec. 7001 et seq., but does not modify, limit, or supersede section 101 (c) of that act, 15 U.S.C. sec. 7001 (c), or authorize electronic delivery of any of the notices described in section 103 (b) of that act, 15 U.S.C. sec. 7003 (b).
C.R.S. § 7-136-106 — CO Code / Title 7 / Article 136 / Section 7-136-106
7-136-106. Financial statements
Status: in_force

7-136-106. Financial statements. Upon the written request of any member, a nonprofit corporation shall mail to such member its most recent annual financial statements, if any, and its most recently published financial statements, if any, showing in reasonable detail its assets and liabilities and results of its operations.
C.R.S. § 7-114-106 — CO Code / Title 7 / Article 114 / Part 1 / Section 7-114-106
7-114-106. Disposition of known claims by notification
Status: repealed

7-114-106. Disposition of known claims by notification. (Repealed)
C.R.S. § 7-108-304 — CO Code / Title 7 / Article 108 / Part 3 / Section 7-108-304
7-108-304. Contract rights with respect to officers
Status: in_force

7-108-304. Contract rights with respect to officers. (1) The appointment of an officer does not itself create contract rights.

(2) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
C.R.S. § 7-90-103 — CO Code / Title 7 / Article 90 / Part 1 / Section 7-90-103
7-90-103. Reservation of power to amend or repeal
Status: in_force

7-90-103. Reservation of power to amend or repeal. The general assembly has the power to amend or repeal all or part of this article at any time, and all entities subject to said article shall be governed by the amendment or repeal.
C.R.S. § 7-60-139 — CO Code / Title 7 / Article 60 / Section 7-60-139
7-60-139. Rights dissolved for fraud
Status: in_force

7-60-139. Rights dissolved for fraud. (1) Where a partnership contract is rescinded on the ground of fraud or misrepresentation of one of the parties, the party entitled to rescind is, without prejudice to any other right, entitled:

(a) To a lien on or right of retention of the surplus of the partnership property after satisfying the partnership liabilities to third persons for any sum of money paid by such party for the purchase of an interest in the partnership and for any capital or advances contributed by such party; and

(b) To stand, after all liabilities to third persons have been satisfied, in the place of the creditors of the partnership for any payments made by such party in respect of the partnership liabilities, subject to the limitations in section 7-60-115, if the partnership was a limited liability partnership at the time of its dissolution; and

(c) To be indemnified by the person guilty of the fraud or making the representation against all debts and liabilities of the partnership.
C.R.S. § 7-62-204 — CO Code / Title 7 / Article 62 / Part 2 / Section 7-62-204
7-62-204. Approval of certificates
Status: in_force

7-62-204. Approval of certificates. (1) Certificates and statements required by this article to be filed in the office of the secretary of state shall be approved in the following manner:

(a) An original certificate of limited partnership shall be approved by all general partners;

(b) A certificate of amendment shall be approved by at least one general partner and by each other general partner designated in the certificate as a new general partner; and

(c) A statement of dissolution shall be approved by all general partners or, if there are no general partners as a result of the application of section 7-62-402, by any person authorized under the partnership agreement or, if the partnership agreement does not so provide, by a person designated by a majority of the limited partners.

(2) Any person may approve a certificate or statement by an attorney-in-fact.

(3) (Deleted by amendment, L. 2002, p. 1821, § 39, effective July 1, 2002; p. 1686, § 37, effective October 1, 2002.)
C.R.S. § 7-60-131 — CO Code / Title 7 / Article 60 / Section 7-60-131
7-60-131. Causes of dissolution
Status: in_force

7-60-131. Causes of dissolution. (1) Dissolution is caused:

(a) Without violation of the agreement between the partners:

(I) By the termination of the definite term or particular undertaking stated in the agreement;

(II) By the express will of any partner when no definite term or particular undertaking is stated;

(III) By the express will of all the partners who have not assigned their interests or allowed them to be charged for their separate debts either before or after the termination of any stated term or particular undertaking;

(IV) By the expulsion of any partner from the business bona fide in accordance with such a power conferred by the agreement between the partners;

(b) In contravention of the agreement between the partners, where the circumstances do not permit a dissolution under any other provision of this section, by the express will of any partner at any time;

(c) By any event which makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnership;

(d) By the death of any partner;

(e) By the bankruptcy of any partner or the partnership;

(f) By decree of court under section 7-60-132.
C.R.S. § 7-58-109 — CO Code / Title 7 / Article 58 / Part 1 / Section 7-58-109
7-58-109. Requirements of other laws
Status: in_force

7-58-109. Requirements of other laws. (1) This article does not alter or amend any law that governs the licensing and regulation of an individual or entity in carrying on a specific business or profession even if that law permits the business or profession to be conducted by a limited cooperative association, a foreign cooperative, or its members.

(2) A limited cooperative association shall not conduct an activity that, under the law of this state other than this article, may be conducted only by an entity that meets specific requirements for the internal affairs of that entity unless the articles or bylaws of the association conform to those requirements.
C.R.S. § 7-49-105 — CO Code / Title 7 / Article 49 / Section 7-49-105
7-49-105. Approval of governor and state treasurer
Status: in_force

7-49-105. Approval of governor and state treasurer. The articles of incorporation shall not be delivered to the secretary of state, for filing pursuant to part 3 of article 90 of this title, unless the governor and the state treasurer have approved in writing the method for selection of public members of the board of directors and the creation of the corporation.
C.R.S. § 7-121-201 — CO Code / Title 7 / Article 121 / Part 2 / Section 7-121-201
7-121-201. Filing requirements
Status: in_force

7-121-201. Filing requirements. 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 121 to 137 of this title.
C.R.S. § 7-107-402 — CO Code / Title 7 / Article 107 / Part 4 / Section 7-107-402
7-107-402. Actions by shareholders
Status: in_force

7-107-402. Actions by shareholders. (1) No action shall be commenced by a shareholder in the right of a domestic corporation, and no action shall be commenced in this state by a shareholder in the right of a foreign corporation, unless the plaintiff was a shareholder of the corporation at the time of the transaction of which the plaintiff complains or the plaintiff is a person upon whom shares or voting trust certificates thereafter devolved by operation of law from a person who was a shareholder at such time.

(2) In any action instituted on or after January 1, 1959, in the right of any domestic or foreign corporation by a shareholder, the court having jurisdiction, upon final judgment and a finding that the action was commenced without reasonable cause, shall require the plaintiff to pay to the parties named as defendants the costs and reasonable expenses directly attributable to the defense of such action, but not including fees of attorneys.

(3) In any action pending, instituted, or maintained on or after January 1, 1959, in the right of any domestic or foreign corporation by a shareholder holding less than five percent of the outstanding shares of any class of such corporation or of voting trust certificates therefor, unless the shares or voting trust certificates so held have a market value in excess of twenty-five thousand dollars, the corporation in whose right such action is commenced shall be entitled, at any time before final judgment, to require the plaintiff to give security for the costs and reasonable expenses which may be directly attributable to and incurred by it in the defense of such action or may be incurred by other parties named as defendant for which it may become legally liable, but not including fees of attorneys. Market value shall be determined as of the date that the plaintiff institutes the action or, in the case of an intervenor, as of the date that the plaintiff becomes a party to the action. The amount of such security may from time to time be increased or decreased, in the discretion of the court, upon showing that the security provided has or may become inadequate or is excessive. If the court finds that the action was commenced without reasonable cause, the corporation shall have recourse to such security in such amount as the court shall determine upon the termination of such action.
C.R.S. § 7-48-108 — CO Code / Title 7 / Article 48 / Section 7-48-108
7-48-108. Membership - loans from members
Status: in_force

7-48-108. Membership - loans from members. (1) Any financial institution is authorized to become a member of a corporation by making application to the board of directors on such form and in such manner as the board of directors may require, and membership shall become effective upon acceptance of the application by said board. Membership shall be for the duration of the corporation; but upon written notice given to the corporation two years in advance, a member may withdraw from membership at the expiration date of the notice and shall not thereafter be obligated to make any loans to the corporation.

(2) Every member shall make loans to the corporation as and when called upon by it to do so, upon such terms and conditions as approved from time to time by the board of directors, subject to the following conditions:

(a) All loans shall be evidenced by negotiable instruments of the corporation and shall bear interest at a rate of not less than one-half of one percent in excess of the rate of interest determined by the board of directors to be the prime rate on unsecured commercial loans as of the date of the loan.

(b) All loan limits shall be established at the thousand dollar amount nearest to the amount computed in accordance with the provisions of this section.

(c) No loan to a development corporation shall be made if immediately thereafter the total amount of the obligations of the said corporation would exceed ten times the amount then paid in on its outstanding capital stock.

(d) (I) The total amount outstanding at any one time on loans to a development corporation made by any member must not exceed the lesser of twenty percent of the total amount then outstanding on loans to such development corporation by all members thereof, two hundred fifty thousand dollars, or the following limit to be determined as of the time a member becomes a member on the basis of figures contained in the most recent year-end statement prior to its application for membership:

(A) Three percent of the capital and permanent surplus of banks and trust companies;

(B) Three percent of the total reserve and surplus accounts of a savings and loan association;

(C) One percent of the capital and unassigned surplus of stock insurance companies, except fire insurance companies;

(D) One percent of the unassigned surplus of mutual insurance companies, except fire insurance companies;

(E) One-tenth of one percent of the assets of fire insurance companies; and

(F) Comparable limits for other financial institutions as established by the board of directors of the development corporation.

(II) All loan limits shall be recomputed as of the first day of January of each even-numbered year, but no member's loan limit shall be increased as the result of such recomputation without the consent of the member.

(e) Each call for loans made by the corporation shall be prorated among the members of the corporation in substantially the same proportion that the adjusted loan limit of each member bears to the aggregate of the adjusted loan limits of all members. The "adjusted loan limit" of a member shall be the amount of such member's loan limit reduced by the balance of outstanding loans made by the member to the corporation and the investment of such member in capital stock of the corporation at the time of the call.

(f) A member of a corporation created under this article shall not be a member of more than one such corporation.
C.R.S. § 7-128-105 — CO Code / Title 7 / Article 128 / Part 1 / Section 7-128-105
7-128-105. Terms of directors generally
Status: repealed

7-128-105. Terms of directors generally. (1) The bylaws may state the terms of directors. In the absence of any term stated in the bylaws, the term of each director shall be one year. Unless otherwise provided in the bylaws, directors may be elected for successive terms.

(2) Unless otherwise provided in the bylaws, the terms of the initial directors of a nonprofit corporation expire at the first meeting at which directors are elected or appointed.

(3) A decrease in the number of directors or in the term of office does not shorten an incumbent director's term.

(4) Unless otherwise provided in the bylaws, the term of a director filling a vacancy expires at the end of the unexpired term that such director is filling.

(5) Despite the expiration of a director's term, a director continues to serve until the director's successor is elected, appointed, or designated and qualifies, or until there is a decrease in the number of directors.

(6) Repealed.
C.R.S. § 7-90-310 — CO Code / Title 7 / Article 90 / Part 3 / Section 7-90-310
7-90-310. Proof of delivery for filing
Status: in_force

7-90-310. Proof of delivery for filing. (1) The secretary of state may consider a document to have been received for filing upon proof of such receipt as evidenced by a signed return receipt, an entry in records maintained by the secretary of state of electronic or facsimile transmissions received by the secretary of state, or such other or additional proof of receipt of the documents received as the secretary of state may require. Such proof must be satisfactory to the secretary of state before the document will be considered received.

(2) The secretary of state may require that the receipt of a document by facsimile transmission on or after February 11, 1994, be shown in the records of the secretary of state of facsimile transmissions received by the secretary of state. The secretary of state may condition relief under this section upon fulfillment of such other requirements or conditions that the secretary of state determines appropriate, including, without limitation, the making of a change of entity name of the entity involved and payment of fees for the filing.

(3) Application for relief under this section shall be made in writing and delivered to the secretary of state within sixty days after the purported date of receipt of such document by the secretary of state. The application shall contain information satisfactory to the secretary of state to enable the secretary of state to identify the transaction.
C.R.S. § 7-58-814 — CO Code / Title 7 / Article 58 / Part 8 / Section 7-58-814
7-58-814. Waiver of notice of meeting
Status: in_force

7-58-814. Waiver of notice of meeting. (1) Unless the articles or bylaws otherwise provide, a director may waive any required notice of a meeting of the board of directors in a record before, during, or after the meeting.

(2) Unless the articles or bylaws otherwise provide, a director's participation in a meeting is a waiver of notice of that meeting unless:

(a) The director objects to the meeting at the beginning of the meeting or promptly upon the director's arrival at the meeting and does not thereafter vote in favor of or otherwise assent to the action taken at the meeting; or

(b) The director promptly objects upon the introduction of any matter for which notice under section 7-58-813 is required and has not been given and does not thereafter vote in favor of or otherwise assent to the action taken on the matter.
C.R.S. § 7-64-204 — CO Code / Title 7 / Article 64 / Part 2 / Section 7-64-204
7-64-204. When property is partnership property
Status: in_force

7-64-204. When property is partnership property. (1) Property is partnership property if acquired in the name of:

(a) The partnership; or

(b) One or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.

(2) Property is acquired in the name of the partnership by a transfer to:

(a) The partnership in its name; or

(b) One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.

(3) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.

(4) Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets is presumed to be separate property, even if used for partnership purposes.
C.R.S. § 7-56-706 — CO Code / Title 7 / Article 56 / Part 7 / Section 7-56-706
7-56-706. Disposition of known claims by notification
Status: repealed

7-56-706. Disposition of known claims by notification. (Repealed)
C.R.S. § 7-64-106 — CO Code / Title 7 / Article 64 / Part 1 / Section 7-64-106
7-64-106. Law governing internal relations
Status: in_force

7-64-106. Law governing internal relations. (1) Except as provided in subsection (3) of this section, the law of the jurisdiction under which a partnership is formed governs relations among the partners and between the partners and the partnership.

(2) A partnership is presumed to have been formed in the jurisdiction in which it has its chief executive office.

(3) The law of this state shall govern relations among the partners and between the partners and the partnership, and the liability of partners for partnership obligations, in a partnership that has filed a statement of registration as a limited liability partnership in this state.
C.R.S. § 7-47-105 — CO Code / Title 7 / Article 47 / Section 7-47-105
7-47-105. Rights of lot owners
Status: in_force

7-47-105. Rights of lot owners. (1) If the grounds purchased or otherwise acquired for cemetery purposes have been previously used as a burial ground, those who are lot owners at the time of the purchase continue to own the lots and are members of the corporation.

(2) An owner of a lot, grave space, niche, or crypt may attend any meeting of the board of directors. The board of directors shall provide reasonable notice of any board meeting to owners of a lot, grave space, niche, or crypt, who may not participate in meetings of the board of directors without permission of the chairperson.
C.R.S. § 7-64-403 — CO Code / Title 7 / Article 64 / Part 4 / Section 7-64-403
7-64-403. Partner's rights and duties with respect to information
Status: in_force

7-64-403. Partner's rights and duties with respect to information. (1) A partnership shall keep its books and records, if any, at its chief executive office.

(2) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.

(3) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability:

(a) Without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this article; and

(b) On demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
C.R.S. § 7-56-201 — CO Code / Title 7 / Article 56 / Part 2 / Section 7-56-201
7-56-201. Articles of incorporation
Status: repealed

7-56-201. Articles of incorporation. (1) A cooperative may be formed pursuant to this article for the transaction of any lawful business. One or more persons may act as the incorporator or incorporators of a cooperative by delivering articles for the cooperative to the secretary of state for filing pursuant to part 3 of article 90 of this title. An incorporator who is an individual shall be eighteen years of age or older.

(2) The articles shall state:

(a) The domestic entity name of the cooperative, which domestic entity name shall comply with part 6 of article 90 of this title;

(b) The principal office address of the cooperative's principal office;

(c) The registered agent name and registered agent address of the cooperative's initial registered agent;

(d) Repealed.

(e) If formed without common voting stock, whether the property rights and interests of each member are equal or unequal and, if unequal, the general rule or rules applicable to all members by which the property rights and interests of each member are determined and fixed; provisions for the admission of new members who are entitled to share in the property of the cooperative with the old members in accordance with such general rules; and whether the cooperative is authorized to issue one or more classes of preferred stock or other equity interests and, if so authorized, a statement as to the number of shares of stock of each class or other equity interests and the nature and extent of the preferences, limitations, relative rights, and privileges granted to each;

(f) If formed with stock, the classes of shares and the number of shares of each class the cooperative is authorized to issue. The stock may be divided into preferred and common stock, voting and nonvoting stock, or into any other class of stock. If so divided, the articles must contain a statement as to the number of shares of stock in each class and the nature and extent of the preferences, limitations, relative rights, and privileges granted to each.

(g) The true name and mailing address of each incorporator.

(3) The articles may state:

(a) A provision eliminating or limiting the personal liability of a director as provided in this article;

(b) A provision permitting proportional voting rights based solely upon the patronage of a member with the cooperative, the amount of equity held by the member in the cooperative, or some combination of these methods, as provided in section 7-56-305 (3);

(c) The number and terms of the board of directors, which number shall be not less than three, together with the names and the street addresses of the initial directors. If the names of the initial directors are not stated in the articles, the initial board of directors shall be designated by the incorporator or incorporators following the delivery of the articles to the secretary of state for filing.

(d) The purpose or purposes for which the cooperative is incorporated which may state any lawful business;

(e) A par value for authorized shares of stock or classes of shares;

(f) Provisions defining, limiting, and regulating the powers of the cooperative, its board, and its members;

(g) Provisions limiting membership to producers of agricultural products;

(h) A limitation on the handling of products or services for its own members only, or for members and nonmembers, and whether nonmembers are entitled to share in allocations of net margins or are subject to per unit retains;

(i) Provisions for the removal for cause of any director by the members at any regular or special members' meeting;

(j) A provision eliminating or limiting the indemnification of directors, officers, employees, or agents of the cooperatives as otherwise provided in this article;

(k) Any provision that under this article is required or permitted to be stated in the bylaws;

(l) Any other provision not inconsistent with law.

(4) (Deleted by amendment, L. 2004, p. 1410, § 39, effective July 1, 2004.)

(5) When incorporated, no member or shareholder as such shall be liable directly or indirectly, including by way of indemnification, contribution, or otherwise, under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of or chargeable to the cooperative.

(6) A member does not have any vested property right resulting from any provision in the articles that may exist from time to time or at any time, including any provision relating to management, control, capital structure, dividend entitlement, purpose, or duration of the cooperative.
C.R.S. § 7-74-105 — CO Code / Title 7 / Article 74 / Section 7-74-105
7-74-105. Attorney fees
Status: in_force

7-74-105. Attorney fees. If a claim of misappropriation is made in bad faith, a motion to terminate an injunction is made or resisted in bad faith, or willful and malicious misappropriation exists, the court may award reasonable attorney fees to the prevailing party.
C.R.S. § 7-62-301 — CO Code / Title 7 / Article 62 / Part 3 / Section 7-62-301
7-62-301. Admission of limited partners
Status: in_force

7-62-301. Admission of limited partners. (1) After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as an additional limited partner:

(a) In the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners;

(b) In the case of an assignee of a partnership interest of a partner who has the power, as provided in section 7-62-704, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power; and

(c) Either upon formation of the limited partnership or thereafter without making a contribution or being obligated to make a contribution to the limited partnership or acquiring a partnership interest, if in either case such admission is pursuant to a written partnership agreement or other writing confirming the admission.

(2) A person becomes a limited partner on the later of:

(a) The date the original certificate of limited partnership is filed in the records of the secretary of state; and

(b) The date reflected in the records of the limited partnership as the date that person becomes a limited partner.
C.R.S. § 7-106-302 — CO Code / Title 7 / Article 106 / Part 3 / Section 7-106-302
7-106-302. Corporation's acquisition of its own shares
Status: in_force

7-106-302. Corporation's acquisition of its own shares. (1) A corporation may acquire its own shares, and, except as provided by section 7-117-101 (6), shares so acquired constitute authorized but unissued shares.

(2) If the articles of incorporation prohibit the reissuance of acquired shares:

(a) The number of authorized shares is reduced by the number of shares acquired by the corporation, effective upon amendment to the articles of incorporation; and

(b) 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:

(I) The domestic entity name of the corporation;

(II) The reduction in the number of authorized shares, itemized by class and series; and

(III) The total number of authorized shares, itemized by class and series, remaining after reduction of the shares.
C.R.S. § 7-128-201 — CO Code / Title 7 / Article 128 / Part 2 / Section 7-128-201
7-128-201. Meetings
Status: in_force

7-128-201. Meetings. (1) The board of directors may hold regular or special meetings in or out of this state.

(2) Unless otherwise provided in the bylaws, the board of directors may permit any director to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
C.R.S. § 7-101-208 — CO Code / Title 7 / Article 101 / Part 2 / Section 7-101-208
7-101-208. Evidentiary effect of copy of filed document
Status: repealed

7-101-208. Evidentiary effect of copy of filed document. (Repealed)
C.R.S. § 7-56-306 — CO Code / Title 7 / Article 56 / Part 3 / Section 7-56-306
7-56-306. Reserves, distributions, and patronage refunds
Status: in_force

7-56-306. Reserves, distributions, and patronage refunds. (1) A cooperative shall periodically set aside a portion of net margins, per unit retains, or other funds that is reasonable as determined by the board or in accordance with the articles or bylaws, for reserves, distributions, patronage refunds, capital, or other lawful business purposes.

(2) Net margins, after deductions for reasonable reserves and for allowances for income tax, shall be calculated and allocated on a patronage basis at least once every twelve months to members or to members and other qualified persons on an equitable basis as determined by the board or in accordance with the articles or bylaws. This section shall not be construed as prohibiting the retention of net margins, excess per unit retains, or other funds allocated to members as a means of providing capital for the cooperative.

(3) If a cooperative has retained net margins or other funds allocated to members, the board shall have the right in accordance with the articles, bylaws, and policies established by the board to redeem or retire the net margins or other funds so retained. All decisions relating to the redemption or retirement of such funds shall be made solely by the board.
C.R.S. § 7-116-102 — CO Code / Title 7 / Article 116 / Section 7-116-102
7-116-102. Inspection of corporate records by shareholder - definitions
Status: in_force

7-116-102. Inspection of corporate records by shareholder - definitions. (1) A shareholder is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in section 7-116-101 (5) if the shareholder gives the corporation written demand at least five business days before the date on which the shareholder wishes to inspect and copy such records.

(2) In addition to the rights set forth in subsection (1) of this section, a shareholder is entitled to inspect and copy, during regular business hours at a reasonable location stated by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (3) of this section and gives the corporation written demand at least five business days before the date on which the shareholder wishes to inspect and copy such records:

(a) Excerpts from minutes of any meeting of the board of directors or from records of any action taken by the board of directors without a meeting, minutes of any meeting of the shareholders or records of any action taken by the shareholders without a meeting, excerpts of records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, and waivers of notices of any meeting of the shareholders or the board of directors or any committee of the board of directors;

(b) Accounting records of the corporation; and

(c) The record of shareholders described in section 7-116-101 (3).

(3) A shareholder may inspect and copy the records described in subsection (2) of this section only if:

(a) The shareholder has been a shareholder for at least three months immediately preceding the demand to inspect or copy or is a shareholder of at least five percent of all of the outstanding shares of any class of shares of the corporation as of the date the demand is made;

(b) The demand is made in good faith and for a proper purpose;

(c) The shareholder describes with reasonable particularity the purpose and the records the shareholder desires to inspect; and

(d) The records are directly connected with the described purpose.

(4) For purposes of this section:

(a) "Proper purpose" means a purpose reasonably related to the demanding shareholder's interest as a shareholder; and

(b) "Shareholder" includes a beneficial owner.

(5) The right of inspection granted by this section may not be abolished or limited by the articles of incorporation or bylaws.

(6) This section does not affect:

(a) The right of a shareholder to inspect records under section 7-107-201;

(b) The right of a shareholder to inspect records to the same extent as any other litigant if the shareholder is in litigation with the corporation; or

(c) The power of a court, independent of articles 101 to 117 of this title, to compel the production of corporate records for examination.
C.R.S. § 7-90-201 — CO Code / Title 7 / Article 90 / Part 2 / Section 7-90-201
7-90-201. Conversion of an entity
Status: in_force

7-90-201. Conversion of an entity. (1) Pursuant to a plan of conversion that complies with section 7-90-201.3 and is approved in accordance with section 7-90-201.4:

(a) A domestic entity of one form may convert into any other form of domestic entity.

(b) A domestic entity may convert into any form of foreign entity recognized in the jurisdiction under the law of which the entity will be considered to have been formed after the conversion.

(2) A foreign entity may convert into a domestic entity if the conversion is not prohibited by the constituent documents or organic statutes of the foreign entity and if the foreign entity complies with all of the requirements, if any, of its constituent documents and organic statutes in effecting the conversion.
C.R.S. § 7-60-150 — CO Code / Title 7 / Article 60 / Section 7-60-150
7-60-150. Filing of report - repeal
Status: repealed

7-60-150. Filing of report - repeal. (Repealed)
C.R.S. § 7-122-102 — CO Code / Title 7 / Article 122 / Section 7-122-102
7-122-102. Articles of incorporation
Status: repealed

7-122-102. Articles of incorporation. (1) The articles of incorporation shall state:

(a) The domestic entity name for the nonprofit corporation, which domestic entity name shall comply with part 6 of article 90 of this title;

(b) The registered agent name and registered agent address of the nonprofit corporation's initial registered agent;

(c) The principal office address of the nonprofit corporation's initial principal office;

(d) The true name and mailing address of each incorporator;

(e) Whether or not the nonprofit corporation will have voting members; and

(f) Repealed.

(g) Provisions not inconsistent with law regarding the distribution of assets on dissolution.

(2) The articles of incorporation may but need not state:

(a) The names and addresses of the individuals who are elected to serve as the initial directors;

(b) Provisions not inconsistent with law regarding:

(I) The purpose or purposes for which the nonprofit corporation is incorporated;

(II) Managing and regulating the affairs of the nonprofit corporation;

(III) Defining, limiting, and regulating the powers of the nonprofit corporation, its board of directors, and its members, or any class of members; and

(IV) Whether cumulative voting will be permitted;

(c) Any provision that under articles 121 to 137 of this title is required or permitted to be stated in the bylaws;

(d) The characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members.

(3) The articles of incorporation need not state any of the corporate powers enumerated in articles 121 to 137 of this title.

(4) If articles 121 to 137 of this title condition any matter upon the presence of a provision in the bylaws, the condition is satisfied if such provision is present either in the articles of incorporation or the bylaws. If articles 121 to 137 of this title condition any matter upon the absence of a provision in the bylaws, the condition is satisfied only if the provision is absent from both the articles of incorporation and the bylaws.
C.R.S. § 7-58-1004 — CO Code / Title 7 / Article 58 / Part 10 / Section 7-58-1004
7-58-1004. Allocations of profits and losses
Status: in_force

7-58-1004. Allocations of profits and losses. (1) Unless the articles or bylaws otherwise provide, all profits and losses of a limited cooperative association must be allocated to patron members. Unless the articles or bylaws otherwise provide, losses of the association must be allocated in the same proportion as profits.

(2) The articles or bylaws may provide for allocating profits of a limited cooperative association among members, among persons that are not members but conduct business with the association, to an unallocated account, or to any combination thereof.

(3) If a limited cooperative association has investor members, the articles or bylaws may not reduce the allocation to patron members to less than fifty percent of profits. For purposes of this subsection (3), the following rules apply:

(a) Amounts paid or due on contracts for the delivery to the association by patron members of products, goods, or services are not considered amounts allocated to patron members.

(b) Amounts paid, due, or allocated to investor members as a stated fixed or variable rate of return on investment are not considered amounts allocated to investor members if the determination of the return is not related to or based on profits.

(4) Unless prohibited by the articles or bylaws, in determining the profits for allocation under subsections (1), (2), and (3) of this section, the board of directors may first deduct and set aside a part of the profits to create or accumulate:

(a) Unallocated capital; and

(b) Reasonable unallocated reserves for specific purposes, including expansion and replacement of capital assets; education, training, and cooperative development; creation and distribution of information concerning principles of cooperation; and community responsibility.

(5) Subject to subsections (1) and (6) of this section and the articles and bylaws, the board of directors shall allocate the amount remaining after any deduction or setting aside of amounts under subsection (4) of this section:

(a) To patron members in the ratio of each member's patronage to the total patronage of all patron members during the period for which allocations are to be made; and

(b) To investor members, if any, in the ratio of each investor member's contributions to the total contributions of all investor members.

(6) For purposes of allocation of profits and losses or specific items of profits or losses of a limited cooperative association to members, the articles or bylaws may establish allocation units or methods based on separate classes of members or, for patron members, on class, function, division, district, department, allocation units, pooling arrangements, members' contributions, or other equitable methods.
C.R.S. § 7-111-101.5 — CO Code / Title 7 / Article 111 / Section 7-111-101.5
7-111-101.5. Conversion of domestic corporation
Status: in_force

7-111-101.5. Conversion of domestic corporation. A domestic corporation may convert into any form of entity pursuant to section 7-90-201.
C.R.S. § 7-128-107 — CO Code / Title 7 / Article 128 / Part 1 / Section 7-128-107
7-128-107. Resignation of directors
Status: repealed

7-128-107. Resignation of directors. (1) A director may resign at any time by giving written notice of resignation to the nonprofit corporation.

(2) A resignation of a director is effective when the notice is received by the nonprofit corporation unless the notice states a later effective date.

(3) Repealed.

(4) If, at the beginning of a director's term on the board, the bylaws provide that a director may be deemed to have resigned for failing to attend a stated number of board meetings, or for failing to meet other stated obligations of directors, and if such failure to attend or meet obligations is confirmed by an affirmative vote of the board of directors, then such failure to attend or meet obligations shall be effective as a resignation at the time of such vote of the board.
C.R.S. § 7-108-403 — CO Code / Title 7 / Article 108 / Part 4 / Section 7-108-403
7-108-403. Limitation of certain liabilities of directors and officers
Status: in_force

7-108-403. Limitation of certain liabilities of directors and officers. A director or officer is not personally liable for any injury to person or property arising out of a tort committed by an employee unless the director or officer was personally involved in the situation giving rise to the litigation or unless the director or officer committed a criminal offense in connection with the situation. The protection afforded in this section does not restrict other common-law protections and rights that a director or officer may have.
C.R.S. § 7-42-112 — CO Code / Title 7 / Article 42 / Section 7-42-112
7-42-112. Procedure to extend term
Status: in_force

7-42-112. Procedure to extend term. (1) Whenever the corporate life of any such ditch or reservoir company has expired or is about to expire, the stockholders may vote upon the question of extending the life of such company for another twenty years, or for any other term provided by statute, by first giving notice of such intention by publication for two successive weeks in the newspaper printed nearest the place where the principal operations of said company are carried on. Such notice shall be signed by stockholders owning at least ten percent of the entire capital stock of said company, and shall state the place where and the time when the question of renewal shall be submitted to the votes of the stockholders of said company at the meeting held in pursuance of such notice, if a majority of the stock of the corporation is represented.

(2) The votes shall be taken by ballot, and each stockholder shall be entitled to as many votes as the stockholder owns shares of stock in the company or holds proxies therefor. If a majority of the votes cast is in favor of a renewal of the corporation, the president and secretary of the company, under the corporate seal of the company, shall certify the fact, and shall make as many certificates as may be necessary. The company shall record one certificate in the office of the recorder of deeds in each county in which the company does business and shall deliver to the secretary of state for filing pursuant to part 3 of article 90 of this title a statement of extension of term that states that the term of the company has been extended, the principal office address of the company, and the registered agent name and registered agent address of the company. The corporate life of the company shall be renewed upon such recording and filing of the declaration, and all stockholders shall have the same rights in the renewed corporation as they had in the company as originally formed.
C.R.S. § 7-50-107 — CO Code / Title 7 / Article 50 / Section 7-50-107
7-50-107. May take, hold, and convey property
Status: in_force

7-50-107. May take, hold, and convey property. Domestic and foreign religious, educational, charitable, and literary corporations or associations operating within the state may take by gift, devise, or purchase, and hold and convey real and personal property. All gifts, devises, and grants made prior to March 14, 1877, to such corporations or associations are hereby ratified.
C.R.S. § 7-137-201 — CO Code / Title 7 / Article 137 / Part 2 / Section 7-137-201
7-137-201. Procedure to elect to accept articles 121 to 137 of this title
Status: in_force

7-137-201. Procedure to elect to accept articles 121 to 137 of this title. (1) Any corporate entity with shares of capital stock formed before January 1, 1968, under article 40, 50, or 51 of this title, any corporate entity formed before January 1, 1968, under article 40 or 50 of this title without shares of capital stock, and any corporate entity whether with or without shares of capital stock and formed before January 1, 1968, under any general law or created by any special act of the general assembly for a purpose for which a nonprofit corporation may be formed under articles 121 to 137 of this title may elect to accept said articles in the following manner:

(a) If there are members or stockholders entitled to vote thereon, the board of directors shall adopt a resolution recommending that the corporate entity accept articles 121 to 137 of this title and directing that the question of acceptance be submitted to a vote at a meeting of the members or stockholders entitled to vote thereon, which may be either an annual or special meeting. The question shall also be submitted whenever one-twentieth of the members or stockholders entitled to vote thereon so request. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider electing to accept said articles shall be given to each member or stockholder entitled to vote at the meeting within the time and in the manner provided in said articles for the giving of notice of meetings to members or stockholders. Such election to accept said articles shall require for adoption at least two-thirds of the votes that members or stockholders present at such meeting in person or by proxy are entitled to cast.

(b) If there are no members or stockholders entitled to vote thereon, election to accept articles 121 to 137 of this title may be made at a meeting of the board of directors pursuant to a majority vote of the directors in office.

(2) In effecting acceptance of articles 121 to 137 of this title, the corporate entity shall follow the requirements of the law under which it was formed, its articles of incorporation, and its bylaws so far as applicable.

(3) If the domestic entity name of the corporate entity accepting articles 121 to 137 of this title is not in conformity with part 6 of article 90 of this title, the corporate entity shall change its domestic entity name to conform with part 6 of article 90 of this title. The adoption of a domestic entity name that is in conformity with said part 6 by the members or stockholders of the corporate entity, and its inclusion in the statement of election to accept articles 121 to 137 as the entity name, shall be the only action necessary to effect the change. The articles of incorporation, affidavit, or other basic organizational charter shall be deemed for all purposes amended to conform to the entity name.

(4) All corporate entities accepting articles 121 to 137 of this title whose articles of incorporation, affidavits of incorporation, or other basic charters, by whatever names denominated, are not on file in the records of the secretary of state as required by section 7-137-102 (2) shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a certified copy of such articles of incorporation, affidavits of incorporation, or other basic charters at the time of delivery of the statement of election to accept articles 121 to 137 of this title.

(5) All corporate entities accepting articles 121 to 137 of this title are reporting entities subject to part 5 of article 90 of this title, providing for periodic reports from reporting entities, and are subject to part 7 of article 90 of this title, providing for registered agents and service of process.
C.R.S. § 7-114-104 — CO Code / Title 7 / Article 114 / Part 1 / Section 7-114-104
7-114-104. Revocation of dissolution
Status: repealed

7-114-104. Revocation of dissolution. (Repealed)
C.R.S. § 7-116-107 — CO Code / Title 7 / Article 116 / Section 7-116-107
7-116-107. Periodic report to secretary of state
Status: in_force

7-116-107. Periodic report to secretary of state. Part 5 of article 90 of this title, providing for periodic reports from reporting entities, applies to domestic corporations and applies to foreign corporations that are authorized to transact business or conduct activities in this state.
C.R.S. § 7-42-118 — CO Code / Title 7 / Article 42 / Section 7-42-118
7-42-118. Liability of stockholders, directors, and officers
Status: in_force

7-42-118. Liability of stockholders, directors, and officers. Stockholders, directors, and officers of corporations formed under the provisions of this article shall enjoy the same measure of immunity from liability for corporate acts or omissions as stockholders, directors, and officers of corporations formed under the "Colorado Business Corporation Act", articles 101 to 117 of this title, or as members, directors, and officers of nonprofit corporations formed under the "Colorado Revised Nonprofit Corporation Act", articles 121 to 137 of this title.
C.R.S. § 7-60-128 — CO Code / Title 7 / Article 60 / Section 7-60-128
7-60-128. Interest subject to charging order
Status: in_force

7-60-128. Interest subject to charging order. (1) On due application to a court of competent jurisdiction by any judgment creditor of a partner, the court that entered the judgment, order, or decree, or any other court, may charge the interest of the debtor partner with payment of the unsatisfied amount of the judgment with interest thereon; and may then or later appoint a receiver of the debtor partner's share of the profits and of any other money due or to fall due to the debtor partner in respect of the partnership and make all other orders, directions, accounts, and inquiries that the debtor partner might have made, or that the circumstances of the case may require.

(2) The interest charged may be redeemed at any time before foreclosure or, in case of a sale being directed by the court, may be purchased without thereby causing a dissolution:

(a) With separate property by any one or more of the partners; or

(b) With partnership property by any one or more of the partners with the consent of all the partners whose interests are not so charged or sold.

(3) Nothing in this article shall be held to deprive a partner of the partner's right, if any, under the exemption laws, as regards the partner's interest in the partnership.
C.R.S. § 7-63-104 — CO Code / Title 7 / Article 63 / Section 7-63-104
7-63-104. Formation of association
Status: in_force

7-63-104. Formation of association. Any two or more persons may form a limited partnership association by subscribing to the capital of the association and by approving and delivering articles of association to the secretary of state for filing pursuant to part 3 of article 90 of this title. The association shall be formed upon the effective date of the filing of the articles by the secretary of state.
C.R.S. § 7-64-406 — CO Code / Title 7 / Article 64 / Part 4 / Section 7-64-406
7-64-406. Continuation of partnership beyond definite term or particular undertaking
Status: in_force

7-64-406. Continuation of partnership beyond definite term or particular undertaking. (1) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.

(2) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.
C.R.S. § 7-110-104 — CO Code / Title 7 / Article 110 / Part 1 / Section 7-110-104
7-110-104. Voting on amendments of articles of incorporation by voting groups
Status: in_force

7-110-104. Voting on amendments of articles of incorporation by voting groups. (1) If shareholder voting is otherwise required by articles 101 to 117 of this title, the holders of the shares of a class are entitled to vote as a separate voting group on an amendment if the amendment would:

(a) Increase or decrease the aggregate number of authorized shares of the class;

(b) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;

(c) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;

(d) Change the designation, preferences, limitations, or relative rights of all or part of the shares of the class;

(e) Change the shares of all or part of the class into a different number of shares of the same class;

(f) Create a new class of shares having rights or preferences with respect to distributions or dissolution that are prior, superior, or substantially equal to the shares of the class;

(g) Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;

(h) Limit or deny an existing preemptive right of all or part of the shares of the class; or

(i) Cancel or otherwise affect rights to distributions or dividends that have accumulated but have not yet been declared on all or part of the shares of the class.

(2) If an amendment would affect a series of a class of shares in one or more of the ways described in subsection (1) of this section, the shares of that series are entitled to vote as a separate voting group on the amendment.

(3) If an amendment that entitles two or more series of a class of shares to vote as separate voting groups under this section would affect those two or more series in the same or a substantially similar way, the shares of all the series so affected shall, instead, vote together as a single voting group on the amendment.

(4) A class or series of shares is entitled to the voting rights granted by this section notwithstanding any provision in the articles of incorporation that the shares are nonvoting shares.
C.R.S. § 7-130-106 — CO Code / Title 7 / Article 130 / Part 1 / Section 7-130-106
7-130-106. Restated articles of incorporation
Status: in_force

7-130-106. Restated articles of incorporation. (1) The board of directors may restate the articles of incorporation at any time with or without member action. If the nonprofit corporation has no members and no directors have been elected, its incorporators may restate the articles of incorporation at any time.

(2) The restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment requiring member approval, it shall be adopted as provided in section 7-130-103.

(3) If the board of directors submits a restatement for member action, the nonprofit corporation shall give notice, in accordance with section 7-127-104, to each member entitled to vote on the restatement of the members' meeting at which the restatement will be voted upon. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the restatement, and the notice shall contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles of incorporation.

(4) A nonprofit corporation restating 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 restatement stating:

(a) The domestic entity name of the nonprofit corporation;

(b) The text of the restated articles of incorporation; and

(c) (Deleted by amendment, L. 2008, p. 1879, § 8, effective August 5, 2008.)

(d) If the restatement was adopted by the board of directors or incorporators 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 of incorporation supersede the original articles of incorporation and all prior amendments to them.
C.R.S. § 7-58-1402 — CO Code / Title 7 / Article 58 / Part 14 / Section 7-58-1402
7-58-1402. Registered agent - service of process
Status: in_force

7-58-1402. Registered agent - service of process. Part 7 of article 90 of this title, providing for registered agents and service of process, applies to foreign limited cooperative associations.
C.R.S. § 7-56-603 — CO Code / Title 7 / Article 56 / Part 6 / Section 7-56-603
7-56-603. Procedure for consolidation, share or equity capital exchange, conversion, and m
Status: in_force

7-56-603. Procedure for consolidation, share or equity capital exchange, conversion, and merger. (1) A plan for consolidation or share or equity capital exchange must state the following:

(a) The entity name of each entity planning to consolidate or exchange shares or equity capital and the principal office address of its principal office;

(b) The entity name of the surviving entity, or of the acquiring entity, and the principal office address of its principal office;

(c) A statement that the consolidating entities are consolidated with the surviving entity, or that the acquiring entity is acquiring shares or equity capital of the other entities, and the section of this article pursuant to which the consolidation or exchange is effected;

(d) Any amendments to the articles of the surviving party to be effected by the consolidation or equity capital exchange; and

(e) With respect to agricultural and other cooperatives exempted from the operation of laws such as the federal and state securities or antitrust laws, any steps necessary to maintain such exemption if the cooperative wishes to maintain such status.

(2) The plan of consolidation or share or equity capital exchange may state any other provisions relating to the consolidation or share or equity capital exchange.

(2.3) A plan of conversion shall comply with section 7-90-201.3.

(2.7) A plan of merger shall comply with section 7-90-203.3.

(3) Nothing in this section shall be deemed to limit the power of a cooperative or other entity to acquire all or part of the shares or equity capital of another cooperative through a voluntary exchange or through an agreement with the members of such other cooperative.
C.R.S. § 7-107-401 — CO Code / Title 7 / Article 107 / Part 4 / Section 7-107-401
7-107-401. Definition of "shareholder" - repeal
Status: repealed

7-107-401. Definition of "shareholder" - repeal. (Repealed)
C.R.S. § 7-55-111 — CO Code / Title 7 / Article 55 / Section 7-55-111
7-55-111. Use of the term "cooperative" - penalty for unlawful use - repeal
Status: repealed

7-55-111. Use of the term "cooperative" - penalty for unlawful use - repeal. (Repealed)
C.R.S. § 7-121-402 — CO Code / Title 7 / Article 121 / Part 4 / Section 7-121-402
7-121-402. Notice
Status: in_force

7-121-402. Notice. (1) Notice given pursuant to articles 121 to 137 of this title shall be in writing unless otherwise provided in the bylaws.

(2) Notice may be given in person; by telephone, telegraph, teletype, electronically transmitted, or other form of wire or wireless communication; or by mail or private carrier. The bylaws may provide that if these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published.

(3) Written notice by a nonprofit corporation to its members, if mailed, is correctly addressed if addressed to the member's address shown in the nonprofit corporation's current record of members. If three successive notices given to a member pursuant to subsection (5) of this section have been returned as undeliverable, no further notices to such member shall be necessary until another address for the member is made known to the nonprofit corporation.

(4) Written notice to a domestic nonprofit corporation or to a foreign nonprofit corporation authorized to transact business or conduct activities in this state, other than in its capacity as a member, is correctly addressed if addressed to the registered agent address of its registered agent or to the domestic or foreign nonprofit corporation or its secretary at its principal office.

(5) Written notice by a nonprofit corporation to its members, if in a comprehensible form, is effective at the earliest of:

(a) The date received;

(b) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed and with first-class postage affixed;

(c) The date shown on the return receipt, if mailed by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee;

(d) Thirty days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed and with other than first-class, registered, or certified postage affixed.

(6) Oral notice is effective when communicated if communicated in a comprehensible manner.

(7) Notice by publication is effective on the date of first publication.

(8) If articles 121 to 137 of this title prescribe notice requirements for particular circumstances, those requirements govern. If the articles of incorporation or bylaws prescribe notice requirements not inconsistent with this section or other provisions of articles 121 to 137 of this title, those requirements govern.

(9) A written notice or report delivered as part of a newsletter, magazine, or other publication regularly sent to members shall constitute a written notice or report if addressed or delivered to the member's address shown in the nonprofit corporation's current list of members, or in the case of members who are residents of the same household and who have the same address in the nonprofit corporation's current list of members, if addressed or delivered to one of such members, at the address appearing on the current list of members.
C.R.S. § 7-113-301 — CO Code / Title 7 / Article 113 / Part 3 / Section 7-113-301
7-113-301. Court action
Status: in_force

7-113-301. Court action. (1) If a demand for payment under section 7-113-207 remains unresolved, the corporation shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty-day period, it shall pay in cash to each shareholder the amount the shareholder demanded pursuant to section 7-113-207 plus interest.

(2) The corporation shall commence the proceeding described in subsection (1) of this section in:

(a) The district court for the county in this state in which the street address of the corporation's principal office is located;

(b) The district court for the county in which the street address of its registered agent is located if the corporation has no principal office in this state; or

(c) The district court for the city and county of Denver if the corporation has no registered agent; except that, if the corporation is a foreign corporation without a registered agent, the corporation shall commence the proceeding in the county in this state where the principal office or registered office of the domestic corporation that merged with the foreign corporation was located at the time of the merger.

(3) (a) The corporation shall:

(I) Make all shareholders whose demands remain unresolved, whether or not residents of this state, parties to the proceeding as in an action against their shares; and

(II) Serve all parties with a copy of the petition.

(b) Service on each shareholder demanding appraisal rights must be by registered or certified mail or by electronic transmission to the address stated in the shareholder's payment demand or, if no such address is stated in the payment demand, to the address shown on the corporation's current record of shareholders for the shareholder holding the shares as to which appraisal rights are demanded, or as provided by law.

(4) The jurisdiction of the court in which the proceeding is commenced under subsection (2) of this section is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the powers described in the order appointing them or in any amendment to the order. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. There is no right to a jury trial.

(5) Each shareholder made a party to the proceeding commenced under subsection (2) of this section is entitled to judgment:

(a) For the amount, if any, by which the court finds the fair value of the shareholder's shares, plus interest, exceeds the amount paid by the corporation for the shares; or

(b) For the fair value, plus interest, of the shareholder's shares for which the corporation elected to withhold payment under section 7-113-206.
C.R.S. § 7-90-709 — CO Code / Title 7 / Article 90 / Part 7 / Section 7-90-709
7-90-709. Change of commercial registered agent name or address
Status: in_force

7-90-709. Change of commercial registered agent name or address. [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) If a commercial registered agent changes its registered agent name or its registered agent address, the commercial registered agent shall deliver to the secretary of state, for filing pursuant to part 3 of this article, a statement of change that states, in addition to the information required by section 7-90-305.5, that the commercial registered agent has delivered notice of the change to each entity and trademark registrant represented by the commercial registered agent.

(2) The filing of a statement of change pursuant to this section is effective to change the information regarding the commercial registered agent with respect to each entity and trademark registrant represented by the commercial registered agent.
C.R.S. § 7-103-104 — CO Code / Title 7 / Article 103 / Section 7-103-104
7-103-104. Ultra vires
Status: in_force

7-103-104. Ultra vires. (1) Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.

(2) A corporation's power to act may be challenged:

(a) In a proceeding by a shareholder against the corporation to enjoin the act;

(b) In a proceeding by or in the right of the corporation, whether directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or

(c) In a proceeding by the attorney general under section 7-114-301.

(3) In a shareholder's proceeding under paragraph (a) of subsection (2) of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if it would be equitable to do so and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of the injunction.
C.R.S. § 7-71-103 — CO Code / Title 7 / Article 71 / Section 7-71-103
7-71-103. Statement of trade name
Status: in_force

7-71-103. Statement of trade name. (1) A person may 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 the person or, in the case of a general partnership that is not a limited liability partnership, other than the true name of each general partner of the general partnership, under which the person transacts business, or contemplates transacting business, in this state. A statement of trade name shall state:

(a) The true name of the person or, in the case of a general partnership that is not a limited liability partnership, the true name of at least one general partner of the general partnership;

(b) If the person is an entity, the form of entity and the jurisdiction under the law of which it is formed;

(c) If the person is not a reporting entity, the person's principal address;

(d) The name, other than the true name of the person, or, in the case of a general partnership that is not a limited liability partnership, other than the true name of each general partner of the general partnership, under which the person transacts business, or contemplates transacting business, in this state;

(e) A brief description of the kind of business transacted, or contemplated to be transacted, in this state under the name; and

(f) Such other information as the secretary of state may require.
C.R.S. § 7-128-304 — CO Code / Title 7 / Article 128 / Part 3 / Section 7-128-304
7-128-304. Contract rights with respect to officers
Status: in_force

7-128-304. Contract rights with respect to officers. (1) The appointment of an officer does not itself create contract rights.

(2) An officer's removal does not affect the officer's contract rights, if any, with the nonprofit corporation. An officer's resignation does not affect the nonprofit corporation's contract rights, if any, with the officer.
C.R.S. § 7-90-909 — CO Code / Title 7 / Article 90 / Part 9 / Section 7-90-909
7-90-909. Notice of dissolution upon expiration of term
Status: repealed

7-90-909. Notice of dissolution upon expiration of term. (Repealed)
C.R.S. § 7-109-107 — CO Code / Title 7 / Article 109 / Section 7-109-107
7-109-107. Indemnification of officers, employees, fiduciaries, and agents
Status: in_force

7-109-107. Indemnification of officers, employees, fiduciaries, and agents. (1) An officer is entitled to mandatory indemnification or an advance of expenses under section 7-109-103, and is entitled to apply for court-ordered indemnification or an advance of expenses under section 7-109-105, in each case to the same extent as a director.

(2) A corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent of the corporation to the same extent as to a director.

(3) A corporation may also indemnify and advance expenses to an officer, employee, fiduciary, or agent who is not a director to such further extent as may be provided for by its articles of incorporation, bylaws, general or specific action of its board of directors or shareholders, or contract. This subsection (3) applies to an officer who is also a director if the basis on which the officer is made a party to the proceeding is an act or omission solely as an officer.
C.R.S. § 7-90-311 — CO Code / Title 7 / Article 90 / Part 3 / Section 7-90-311
7-90-311. Powers
Status: repealed

7-90-311. Powers. (Repealed)
C.R.S. § 7-56-203 — CO Code / Title 7 / Article 56 / Part 2 / Section 7-56-203
7-56-203. Restated articles
Status: in_force

7-56-203. Restated articles. (1) The board may restate the articles at any time with or without membership action.

(2) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring approval by the members, it shall be adopted as provided in section 7-56-202.

(3) If the board submits a restatement for action by the members, the cooperative shall give notice, in accordance with section 7-56-202, to each member entitled to vote on the restatement at the members' meeting at which the restatement will be voted upon. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the restatement, and the notice shall contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles.

(4) A cooperative 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 cooperative; and

(b) The text of the restated articles of incorporation.

(c) and (d) (Deleted by amendment, L. 2004, p. 1412, § 41, effective July 1, 2004.)

(e) (Deleted by amendment, L. 2002, p. 1817, § 20, effective July 1, 2002; p. 1681, § 18, effective October 1, 2002.)
C.R.S. § 7-60-130 — CO Code / Title 7 / Article 60 / Section 7-60-130
7-60-130. Dissolution is not termination
Status: in_force

7-60-130. Dissolution is not termination. On dissolution the partnership is not terminated but continues until the winding up of partnership affairs is completed.
C.R.S. § 7-58-1503 — CO Code / Title 7 / Article 58 / Part 15 / Section 7-58-1503
7-58-1503. Notice and action on disposition or encumbrance of assets
Status: in_force

7-58-1503. Notice and action on disposition or encumbrance of assets. (1) For a limited cooperative association to dispose of or encumber assets under section 7-58-1502:

(a) A majority of the board of directors, or a greater percentage if required by the articles or bylaws, must approve the proposed disposition or encumbrance; and

(b) The board of directors must call a members meeting to consider the proposed disposition or encumbrance, hold the meeting not later than ninety days after approval of the proposed disposition or encumbrance by the board, and mail or otherwise transmit or deliver in a record to each member:

(I) The terms of the proposed disposition or encumbrance;

(II) A recommendation that the members approve the disposition or encumbrance or, if the board determines that because of conflict of interest or any other reason it should not make a favorable recommendation, the basis for that determination;

(III) A statement of any condition of the board's submission of the proposed disposition or encumbrance to the members; and

(IV) Notice of the meeting at which the proposed disposition or encumbrance will be considered, which notice must be given in the same manner as notice of a special meeting of members.
C.R.S. § 7-134-304 — CO Code / Title 7 / Article 134 / Part 3 / Section 7-134-304
7-134-304. Decree of dissolution
Status: in_force

7-134-304. Decree of dissolution. (1) If after a hearing the court determines that one or more grounds for judicial dissolution described in section 7-134-301 exist, it may enter a decree dissolving the nonprofit corporation 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 for filing 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 nonprofit corporation's activities in accordance with section 7-134-105 and the giving of notice to claimants in accordance with sections 7-90-911 and 7-90-912.

(3) The court's order or decision may be appealed as in other civil proceedings.
C.R.S. § 7-58-1002 — CO Code / Title 7 / Article 58 / Part 10 / Section 7-58-1002
7-58-1002. Contribution and valuation
Status: in_force

7-58-1002. Contribution and valuation. (1) Unless the articles or bylaws otherwise provide, the contributions of a member to a limited cooperative association may consist of tangible or intangible property or other benefit to the association, including money, labor or other services performed or to be performed, promissory notes, other agreements to contribute money or property, and contracts to be performed.

(2) The receipt and acceptance of contributions and the valuation of contributions must be reflected in a limited cooperative association's records.

(3) Unless the articles or bylaws otherwise provide, the board of directors shall determine the value of a member's contributions received or to be received, and the determination by the board of directors of valuation is conclusive for purposes of determining whether the member's contribution obligation has been met.
C.R.S. § 7-58-302 — CO Code / Title 7 / Article 58 / Part 3 / Section 7-58-302
7-58-302. Formation of limited cooperative association
Status: in_force

7-58-302. Formation of limited cooperative association. (1) To form a limited cooperative association, one or more organizers of the association shall deliver or cause to be delivered articles to the secretary of state for filing.

(2) A limited cooperative association is formed after articles that substantially comply with section 7-58-303 (1) become effective under section 7-90-304.

(3) If articles filed by the secretary of state state a delayed effective date, a limited cooperative association is not formed if, before the articles take effect, a statement of correction is filed pursuant to section 7-90-304 (3) that revokes the articles.
C.R.S. § 7-106-205 — CO Code / Title 7 / Article 106 / Part 2 / Section 7-106-205
7-106-205. Share options and other rights - definitions
Status: in_force

7-106-205. Share options and other rights - definitions. (1) For purposes of this section:

(a) "Rights" means rights, options, warrants, or convertible securities entitling the holders thereof to purchase, receive, or acquire shares or fractions of shares of the corporation or assets or debts or other obligations of the corporation.

(b) "Significant shareholder" means any person owning, or offering to acquire, directly or indirectly, a number or percentage, as stated by the board of directors, of the outstanding voting shares of a corporation, or any transferee of such person.

(2) A corporation may create and issue rights, except as precluded or limited by provisions contained in the articles of incorporation at the time of such creation or issuance. The board of directors shall determine the terms upon which the rights are issued, their form and content, and the consideration, if any, for which shares or fractions of shares, assets, or debts or other obligations of the corporation are to be issued pursuant to the rights. In the absence of fraud in the transaction, the judgment of the board of directors as to the adequacy of consideration received for such rights shall be conclusive.

(3) Notwithstanding any other provision of articles 101 to 117 of this title, the terms determined by the board of directors pursuant to subsection (2) of this section for rights issued before, on, or after January 1, 1994, to any shareholders, by way of distribution or otherwise, may, without limitation:

(a) Preclude or limit any significant shareholder from exercising, converting, transferring, or receiving rights;

(b) Impose conditions upon the exercise, conversion, transfer, or receipt of rights by any significant shareholder that differ from those imposed on other holders of the same class of rights; or

(c) Provide that, upon exercise or conversion, any significant shareholder shall be entitled to receive securities, obligations, or assets, the terms or nature of which may differ from the securities, obligations, or assets to be received by the other holders of the same class of rights.

(4) Nothing contained in this section shall be construed to effect a change in the fiduciary duties of directors.
C.R.S. § 7-116-105 — CO Code / Title 7 / Article 116 / Section 7-116-105
7-116-105. Financial statements
Status: in_force

7-116-105. Financial statements. Upon the written request of any shareholder, a corporation shall deliver to the shareholder its most recent annual financial statements, if any, and its most recently published financial statements, if any, showing in reasonable detail its assets and liabilities and results of its operations.
C.R.S. § 7-40-113 — CO Code / Title 7 / Article 40 / Section 7-40-113
7-40-113. Merger and consolidation with religious, educational, and benevolent societies
Status: repealed

7-40-113. Merger and consolidation with religious, educational, and benevolent societies. (Repealed)
C.R.S. § 7-114-303 — CO Code / Title 7 / Article 114 / Part 3 / Section 7-114-303
7-114-303. Receivership or custodianship
Status: in_force

7-114-303. Receivership or custodianship. (1) Unless an election to purchase has been filed under section 7-114-305, a court in a judicial proceeding to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the 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 jurisdiction over the 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 as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.

(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:

(a) The receiver:

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

(II) May sue and defend in the receiver's own name as receiver of the corporation in all courts; or

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

(4) 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 corporation and its shareholders and creditors.

(5) 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 corporation or proceeds from the sale of the assets.
C.R.S. § 7-134-203 — CO Code / Title 7 / Article 134 / Part 2 / Section 7-134-203
7-134-203. Reinstatement following administrative dissolution - repeal
Status: repealed

7-134-203. Reinstatement following administrative dissolution - repeal. (Repealed)
C.R.S. § 7-101-205 — CO Code / Title 7 / Article 101 / Part 2 / Section 7-101-205
7-101-205. Correcting filed document
Status: repealed

7-101-205. Correcting filed document. (Repealed)
C.R.S. § 7-101-401 — CO Code / Title 7 / Article 101 / Part 4 / Section 7-101-401
7-101-401. General definitions
Status: repealed

7-101-401. General definitions. As used in articles 101 to 117 of this title 7, unless the context otherwise requires:

(1) Repealed.

(2) "Affiliate" means any person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, the person specified.

(3) "Articles of incorporation" includes amended articles of incorporation, restated articles of incorporation, and other instruments, however designated, on file in the records of the secretary of state, which have the effect of amending or supplementing in some respect the original or amended articles of incorporation.

(4) Repealed.

(5) "Authorized shares" means the shares of all classes which a domestic or foreign corporation is authorized to issue.

(5.5) "Beneficial owner" means a person that owns the beneficial interest in shares. The beneficial owner may be a shareholder included in the records of the corporation or a person on whose behalf shares are registered in the name of an intermediary, a nominee, or a voting trust of which the person is a beneficiary.

(6) "Bylaws" includes amended bylaws and restated bylaws.

(7) "Cash" and "money" are used interchangeably in articles 101 to 117 of this title. Each of these terms includes:

(a) Legal tender;

(b) Negotiable instruments readily convertible into legal tender; and

(c) Other cash equivalents readily convertible into legal tender.

(8) "Conspicuous" means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing or typing in contrasting italics, boldface, color, capitals, or underlining is conspicuous.

(9) "Control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting shares, by contract, or otherwise.

(10) (Deleted by amendment, L. 2000, p. 977, § 50, effective July 1, 2000.)

(11) "Corporation" or "domestic corporation" means a corporation for profit which is not a foreign corporation, incorporated under or subject to the provisions of articles 101 to 117 of this title.

(12) Repealed.

(13) "Distribution" means a direct or indirect transfer by a corporation of money or other property, except its own shares, or incurrence of indebtedness by a corporation, to or for the benefit of any of its shareholders in respect of any of its shares. A distribution may be in any form, including a declaration or payment of a dividend; a purchase, redemption, or other acquisition of shares; or distribution of indebtedness.

(14) and (15) Repealed.

(16) "Employee" includes an officer but not a director; except that a director may accept duties that make said director also an employee.

(17) and (18) Repealed.

(19) "Governmental subdivision" includes an authority, county, district, subdistrict, municipality, and any other political subdivision.

(20) to (26) Repealed.

(27) "Receive", when used in reference to receipt of a writing or other document by a domestic or foreign corporation, means that the writing or other document is actually received:

(a) By the corporation at its registered office or at its principal office;

(b) By the secretary of the corporation, wherever the secretary is found; or

(c) By any other person authorized by the bylaws or the board of directors to receive such writings, wherever such person is found.

(28) "Record date" means the date, established under article 106 or 107 of this title, on which a corporation determines the identity of its shareholders and their shareholdings. The determination shall be made as of the close of business on the record date unless another time for doing so is stated when the record date is fixed.

(28.3) and (28.5) Repealed.

(28.6) "Related person" means, with respect to an individual:

(a) The individual's spouse;

(b) A child, stepchild, grandchild, parent, stepparent, grandparent, sibling, stepsibling, half-sibling, aunt, uncle, niece, or nephew, or spouse of any of them, of the individual or of the individual's spouse;

(c) An individual living in the same home as the individual;

(d) An entity, other than a corporation or an entity controlled by the corporation, controlled by the individual or any person specified in this subsection (28.6);

(e) A domestic or foreign:

(I) Business or nonprofit corporation, other than a corporation or an entity controlled by the corporation, of which the individual is a director;

(II) Unincorporated entity of which the individual is a general partner or a member of the governing body; or

(III) Individual, trust, or estate for whom or of which the individual is a trustee, guardian, personal representative, or similar fiduciary; or

(f) A person that is, or an entity that is controlled by, an employer of the individual.

(29) "Secretary" means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under section 7-108-301 (3) for the preparation and maintenance of minutes of the meetings of the board of directors and of the shareholders and of the other records and information required to be kept by the corporation under section 7-116-101 and for authenticating records of the corporation.

(30) "Shareholder" means either the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a beneficial ownership certificate that meets the requirements of section 7-107-204 and is on file with the corporation.

(31) "Shares" means the units into which the proprietary interests in a corporation are divided.

(32) to (33) Repealed.

(34) "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.

(35) Repealed.

(36) "Voting group" means all the shares of one or more classes or series that, under articles 101 to 117 of this title or under the articles of incorporation, are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by articles 101 to 117 of this title or the articles of incorporation to vote generally on the matter are for that purpose a single voting group.
C.R.S. § 7-106-104 — CO Code / Title 7 / Article 106 / Part 1 / Section 7-106-104
7-106-104. Fractional shares
Status: in_force

7-106-104. Fractional shares. (1) A corporation may:

(a) Issue fractions of a share or pay in cash the value of fractions of a share;

(b) Arrange for disposition of fractional shares by the shareholders; or

(c) Issue scrip in registered form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.

(2) Each certificate representing scrip shall be conspicuously labeled "scrip" and shall contain the information required to be included in a share certificate by sections 7-106-206 (2)(a), (2)(c), and (4) and 7-106-208 (2).

(3) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.

(4) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:

(a) That the scrip will become void if not exchanged for full shares before a stated date; and

(b) That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
C.R.S. § 7-101-508 — CO Code / Title 7 / Article 101 / Part 5 / Section 7-101-508
7-101-508. Actions to enforce requirements of section 7-101-506 (1)
Status: in_force

7-101-508. Actions to enforce requirements of section 7-101-506 (1). (1) Any action to enforce the requirements of section 7-101-506 (1), including any individual, derivative, or other type of action, may not be brought unless the parties bringing the action own, individually or collectively, as of the date of instituting the action, either:

(a) At least two percent of the corporation's outstanding shares; or

(b) In the case of a corporation with shares listed on a national securities exchange:

(I) Two percent of the corporation's outstanding shares; or

(II) Shares of the corporation with a market value of at least two million dollars.

(2) This section does not relieve the parties bringing an action described in subsection (1) of this section from complying with other conditions applicable to a derivative action, including any rules of the court in which the action is filed.
C.R.S. § 7-130-104 — CO Code / Title 7 / Article 130 / Part 1 / Section 7-130-104
7-130-104. Voting on amendments of articles of incorporation by voting groups
Status: in_force

7-130-104. Voting on amendments of articles of incorporation by voting groups. (1) Unless otherwise provided by articles 121 to 137 of this title or the articles of incorporation, if membership voting is otherwise required by articles 121 to 137 of this title, the members of a class who are entitled to vote are entitled to vote as a separate voting group on an amendment to the articles of incorporation if the amendment would:

(a) Affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different than such amendment would affect another class;

(b) Change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class;

(c) Increase or decrease the number of memberships authorized for that class;

(d) Increase the number of memberships authorized for another class;

(e) Effect an exchange, reclassification, or termination of the memberships of that class; or

(f) Authorize a new class of memberships.

(2) If a class is to be divided into two or more classes as a result of an amendment to the articles of incorporation, the amendment shall be approved by the members of each class that would be created by the amendment.
C.R.S. § 7-114-102.5 — CO Code / Title 7 / Article 114 / Part 1 / Section 7-114-102.5
7-114-102.5. Dissolution upon expiration of period of duration
Status: in_force

7-114-102.5. Dissolution upon expiration of period of duration. (1) A corporation shall be dissolved upon and by reason of the expiration of its period of duration, if any, stated in its articles of incorporation.

(2) A provision in the articles of incorporation to the effect that the corporation or its existence shall be terminated at a stated date or after a stated period of time or upon a contingency, or any similar provision, shall be deemed to be a provision for a period of duration within the meaning of this section, and the occurrence of such date, the expiration of the stated period of time, the occurrence of such contingency, or the satisfaction of such provision shall be deemed to be the expiration of the corporation's period of duration for purposes of this section.
C.R.S. § 7-136-101 — CO Code / Title 7 / Article 136 / Section 7-136-101
7-136-101. Corporate records
Status: in_force

7-136-101. Corporate records. (1) A nonprofit corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the nonprofit corporation, and a record of all waivers of notices of meetings of members and of the board of directors or any committee of the board of directors.

(2) A nonprofit corporation shall maintain appropriate accounting records.

(3) A nonprofit corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members in alphabetical order, by class, showing the number of votes each member is entitled to vote.

(4) A nonprofit corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

(5) A nonprofit corporation shall keep a copy of each of the following records at its principal office:

(a) Its articles of incorporation;

(b) Its bylaws;

(c) Resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members;

(d) The minutes of all members' meetings, and records of all action taken by members without a meeting, for the past three years;

(e) All written communications within the past three years to members generally as members;

(f) A list of the names and business or home addresses of its current directors and officers;

(g) A copy of its most recent periodic report pursuant to part 5 of article 90 of this title; and

(h) All financial statements prepared for periods ending during the last three years that a member could have requested under section 7-136-106.
C.R.S. § 7-128-106 — CO Code / Title 7 / Article 128 / Part 1 / Section 7-128-106
7-128-106. Staggered terms for directors
Status: in_force

7-128-106. Staggered terms for directors. The bylaws may provide for staggering the terms of directors by dividing the total number of directors into any number of groups. The terms of office of the several groups need not be uniform.
C.R.S. § 7-56-716 — CO Code / Title 7 / Article 56 / Part 7 / Section 7-56-716
7-56-716. Receivership or custodianship
Status: in_force

7-56-716. Receivership or custodianship. (1) A court in a proceeding to dissolve a cooperative may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage the business and affairs, of the cooperative. The court shall hold a hearing, after giving notice to all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian pursuant to this section. The court appointing a receiver or custodian has exclusive jurisdiction over the cooperative and all of its property, wherever located.

(2) The court may appoint an individual, a domestic entity, or a foreign entity or other entity 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 the court directs.

(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:

(a) The receiver may:

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

(II) Sue and defend in the receiver's own name as receiver of the cooperative in all courts; or

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

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

(5) 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 cooperative or proceeds from the sale of the assets.
C.R.S. § 7-111-107 — CO Code / Title 7 / Article 111 / Section 7-111-107
7-111-107. Share exchange with foreign corporation - repeal
Status: repealed

7-111-107. Share exchange with foreign corporation - repeal. (Repealed)
C.R.S. § 7-58-301 — CO Code / Title 7 / Article 58 / Part 3 / Section 7-58-301
7-58-301. Organizers
Status: in_force

7-58-301. Organizers. A limited cooperative association must be organized by one or more organizers.
C.R.S. § 7-64-1205 — CO Code / Title 7 / Article 64 / Part 12 / Section 7-64-1205
7-64-1205. Applicability
Status: in_force

7-64-1205. Applicability. (1) This article governs only a partnership formed:

(a) After January 1, 1998, unless that partnership is continuing the business of a partnership that has dissolved under section 7-60-141; and

(b) Before January 1, 1998, that elects, as provided by subsection (2) of this section, to be governed by this article.

(2) A partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by this article. The provisions of this article relating to the liability of the partnership's partners to third parties apply to limit those partners' liability to a third party who had done business with the partnership within one year preceding the partnership's election to be governed by this article, only if the third party has notice of the partnership's election to be governed by this article.
C.R.S. § 7-48-110 — CO Code / Title 7 / Article 48 / Section 7-48-110
7-48-110. Directors
Status: in_force

7-48-110. Directors. The business and affairs of a corporation shall be conducted by a board of directors. The number of directors shall be a multiple of three. Two-thirds of the directors shall be elected by the members and one-third shall be elected by the stockholders. Any vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and any vacancy in the office of a director elected by the stockholders shall be filled by the directors elected by the stockholders.
C.R.S. § 7-106-101 — CO Code / Title 7 / Article 106 / Part 1 / Section 7-106-101
7-106-101. Authorized shares
Status: in_force

7-106-101. Authorized shares. (1) The articles of incorporation shall state the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation shall state a distinguishing designation for each class, and, before the issuance of shares of any class, the preferences, limitations, and relative rights of that class shall be stated in the articles of incorporation. All shares of a class shall have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by section 7-106-102.

(2) The articles of incorporation shall authorize:

(a) One or more classes of shares that together have unlimited voting rights; and

(b) One or more classes of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.

(3) The articles of incorporation may authorize one or more classes of shares that:

(a) Have special, conditional, or limited voting rights, or no right to vote; except that no condition, limitation, or prohibition on voting shall eliminate any right to vote provided by section 7-110-104;

(b) Are redeemable or convertible as stated in the articles of incorporation:

(I) At the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event;

(II) For money, indebtedness, securities, or other property; or

(III) In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic facts or events;

(c) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative; or

(d) Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.

(4) The description of the preferences, limitations, and relative rights of classes of shares in subsection (3) of this section is not exhaustive.
C.R.S. § 7-90-807 — CO Code / Title 7 / Article 90 / Part 8 / Section 7-90-807
7-90-807. Service on withdrawn foreign entity
Status: in_force

7-90-807. Service on withdrawn foreign entity. (1) A foreign entity with respect to which a statement of foreign entity withdrawal has been filed pursuant to section 7-90-806 shall either:

(a) Maintain a registered agent to accept service on its behalf in any proceeding based on a cause of action arising during the time it was authorized to transact business or conduct activities in this state; or

(b) 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).

(2) Subsection (1) of this section does not prescribe the only means, or necessarily the required means, of serving a foreign entity with respect to which a statement of foreign entity withdrawal has been filed.
C.R.S. § 7-127-207 — CO Code / Title 7 / Article 127 / Part 2 / Section 7-127-207
7-127-207. Lesser or greater quorum or greater voting requirements
Status: in_force

7-127-207. Lesser or greater quorum or greater voting requirements. (1) The bylaws may provide for a lesser or a greater quorum requirement, or a greater voting requirement for members or voting groups than is provided for by articles 121 to 137 of this title.

(2) An amendment to the articles of incorporation or the bylaws that adds, changes, or deletes a lesser or a greater quorum requirement or a greater voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
C.R.S. § 7-64-1008.5 — CO Code / Title 7 / Article 64 / Part 10 / Section 7-64-1008.5
7-64-1008.5. Registered agent - service of process
Status: in_force

7-64-1008.5. Registered agent - service of process. Part 7 of article 90 of this title, providing for registered agents and service of process, shall apply to domestic limited liability partnerships and domestic limited liability limited partnerships and to foreign limited liability partnerships and foreign limited liability limited partnerships that are authorized to transact business or conduct activities in this state pursuant to part 8 of article 90 of this title.
C.R.S. § 7-80-404 — CO Code / Title 7 / Article 80 / Part 4 / Section 7-80-404
7-80-404. Duties of members and managers
Status: in_force

7-80-404. Duties of members and managers. (1) In addition to the duties established elsewhere in this article, the duties that each member in a limited liability company in which management is vested in the members and that each manager owes to the limited liability company include the duties to:

(a) Account to the limited liability company and hold as trustee for it any property, profit, or benefit derived by the member or manager in the conduct or winding up of the limited liability company business or derived from a use by the member or manager of property of the limited liability company, including the appropriation of an opportunity of the limited liability company;

(b) Refrain from dealing with the limited liability company in the conduct or winding up of the limited liability company business as or on behalf of a party having an interest adverse to the limited liability company; and

(c) Refrain from competing with the limited liability company in the conduct of the limited liability company business before the dissolution of the limited liability company.

(d) (Deleted by amendment, L. 2006, p. 857, § 24, effective July 1, 2006.)

(2) Each member in a limited liability company, the articles of organization of which provide that management is vested in the members, and each manager owes to the limited liability company a duty of care in the conduct and winding up of the business of the limited liability company, which shall be limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

(3) Each member and each manager shall discharge the member's or manager's duties to the limited liability company and exercise any rights consistently with the contractual obligation of good faith and fair dealing.

(4) A member in a limited liability company, the articles of organization of which provide that management is vested in the members, or a manager does not violate a duty or obligation to the limited liability company solely because the member's or manager's conduct furthers the member's or manager's own interest.

(5) A member or a manager may lend money to, and transact other business with, the limited liability company, and as to each loan or transaction the rights and obligations of the member or manager may be exercised or performed in the same manner as those of a person who is not a member or manager, subject to other applicable law.

(6) A member is not entitled to remuneration for services performed for the limited liability company except for reasonable compensation for services rendered in winding up the business of the limited liability company.
C.R.S. § 7-56-404 — CO Code / Title 7 / Article 56 / Part 4 / Section 7-56-404
7-56-404. Removal of director by the membership or the board
Status: in_force

7-56-404. Removal of director by the membership or the board. (1) At a meeting called expressly for that purpose, as well as any other proper purpose, a director may be removed by the members in the manner provided in this section upon an affirmative vote of a majority of the members present and voting in person or in any other manner authorized by the cooperative pursuant to section 7-56-305 (1) or, if removal of a director is by the board, then by a majority of the members of the board not subject to removal.

(2) The board may remove a director who does not meet the qualifications for board membership stated in the articles and bylaws of the cooperative.

(3) The members may remove one or more directors only for cause unless the articles or bylaws allow directors to be removed without cause.

(4) Removal of directors by the vote of the members shall be initiated by written petition signed by at least ten percent of the members stating the alleged causes or reasons for removing the director. No petition shall seek removal of more than one director.

(5) Within ninety days after receipt of a petition meeting the requirements of subsection (4) of this section, the board shall schedule the removal vote at a regular or special meeting of the membership upon determination by the board, if necessary, that cause has been stated. Any determination of cause shall be made by a majority of the directors not subject to removal petitions. If more than a majority of the board is subject to removal petitions, then the matter shall be promptly referred to an attorney who has been duly licensed to practice law in Colorado for at least five years and who has not previously represented the cooperative. The attorney's determination of whether cause has been stated shall be final for the purpose of whether to schedule a vote on removal.

(6) Any director subject to a removal petition under any provision of this section shall be promptly informed in writing by the board and shall have the opportunity, in person and by counsel, to be heard and present evidence at the meeting called for the vote. The persons seeking removal shall have the same opportunity.
C.R.S. § 7-74-106 — CO Code / Title 7 / Article 74 / Section 7-74-106
7-74-106. Preservation of secrecy
Status: in_force

7-74-106. Preservation of secrecy. In an action under this article, a court shall preserve the secrecy of an alleged trade secret by reasonable means, which may include granting protective orders in connection with discovery proceedings, holding in-camera hearings, sealing the records of the action, and ordering any person involved in the litigation not to disclose an alleged trade secret without prior court approval.
C.R.S. § 7-109-106 — CO Code / Title 7 / Article 109 / Section 7-109-106
7-109-106. Determination and authorization of indemnification of directors
Status: in_force

7-109-106. Determination and authorization of indemnification of directors. (1) A corporation may not indemnify a director under section 7-109-102 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in section 7-109-102. A corporation shall not advance expenses to a director under section 7-109-104 unless authorized in the specific case after the written affirmation and undertaking required by section 7-109-104 (1)(a) and (1)(b) are received.

(2) The determinations required by subsection (1) of this section must be made:

(a) If there are two or more disinterested directors, by the board of directors by a majority vote of all the disinterested directors, a majority of whom constitute a quorum for this purpose, or by a majority vote of a committee of the board of directors appointed by such a vote, which committee consists of two or more disinterested directors;

(b) By independent legal counsel selected in the manner specified in subsection (2)(a) of this section or, if there are fewer than two disinterested directors, by independent legal counsel selected by a majority vote of the full board of directors; or

(c) By the shareholders, but shares owned by or voted under the control of a director who at the time is not a disinterested director may not be voted on the determination.

(3) Authorization of indemnification and an advance of expenses must be made in the same manner as the determination that indemnification or an advance of expenses is permissible; except that, if the determination that indemnification or an advance of expenses is permissible is made by independent legal counsel, authorization of indemnification and an advance of expenses must be made by the body that selected the counsel.
C.R.S. § 7-42-117 — CO Code / Title 7 / Article 42 / Section 7-42-117
7-42-117. Proof of right to certificate
Status: in_force

7-42-117. Proof of right to certificate. The corporation may require any legal representative or assignee of a stockholder of record to prove the stockholder's legal right to such certificate as a legal representative or assignee of the stockholder of record. The corporation may require any lienholder named in the books of the corporation as a lienholder on the lost certificate to prove the lienholder's legal right to such certificate.
C.R.S. § 7-42-107 — CO Code / Title 7 / Article 42 / Section 7-42-107
7-42-107. Shall furnish water to whom - rate
Status: in_force

7-42-107. Shall furnish water to whom - rate. Any corporation constructing a ditch under the provisions of law shall furnish water to the class of persons using the water in the way named in the articles of incorporation, in the way the water is designated to be used, whether to miners, millmen, farmers, or for domestic use, whenever it has water in its ditch unsold, and it shall at all times give the preference to use of the water in said ditch to the class named in the articles. The rates at which water shall be furnished are to be fixed by the board of county commissioners as soon as the ditch is completed and prepared to furnish water.
C.R.S. § 7-49-113 — CO Code / Title 7 / Article 49 / Section 7-49-113
7-49-113. Eligible properties
Status: in_force

7-49-113. Eligible properties. (1) Property which is the subject of mortgage insurance or a mortgage or rehabilitation loan must:

(a) Meet the provisions of section 7-49-102 (2);

(b) Be located in this state;

(c) Be primarily residential in nature and use.

(2) If the housing facility includes three or more units, the corporation or lending institution may require appraisal as an investment and include an income and operating statement. Approval may also be subject to satisfactory leases.
C.R.S. § 7-62-105 — CO Code / Title 7 / Article 62 / Part 1 / Section 7-62-105
7-62-105. Records
Status: in_force

7-62-105. Records. (1) Each limited partnership shall keep at an office stated in the manner provided in the partnership agreement or, if no such provision is made, at the street address of the principal office, if any, of the limited partnership or, if none, at the street address of the registered agent, the following:

(a) A current list of the full name and last-known business, residence, or mailing address of each partner, stating separately the general partners and the limited partners, stated in alphabetical order;

(b) A copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed or delivered to the secretary of state for filing;

(c) Copies of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years;

(d) Copies of any currently effective written partnership agreements, copies of any writings permitted or required under section 7-62-502 (2) and (3), and copies of any financial statements of the limited partnership for the three most recent years; and

(e) Unless contained in a written partnership agreement or in a writing permitted or required under section 7-62-502 (2) and (3), a statement prepared and certified as accurate by the general partners which describes:

(I) The amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute in the future;

(II) The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;

(III) If agreed upon, the time at which or the events on the happening of which a partner may terminate the partner's membership in the limited partnership and the amount of, or the method of determining, the distribution to which the partner may be entitled respecting the partner's partnership interest and the terms and conditions of the termination and distribution;

(IV) Any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution.

(2) Such records are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours.
C.R.S. § 7-109-111 — CO Code / Title 7 / Article 109 / Section 7-109-111
7-109-111. Exclusivity
Status: in_force

7-109-111. Exclusivity. A corporation may provide indemnification or an advance of expenses to a director or an officer only as permitted by this article 109.
C.R.S. § 7-111-102 — CO Code / Title 7 / Article 111 / Section 7-111-102
7-111-102. Owner's interest exchange involving domestic corporation
Status: in_force

7-111-102. Owner's interest exchange involving domestic corporation. A domestic corporation may be party to an exchange of owner's interests with any other entity pursuant to section 7-90-203.1.
C.R.S. § 7-134-103 — CO Code / Title 7 / Article 134 / Part 1 / Section 7-134-103
7-134-103. Articles of dissolution
Status: in_force

7-134-103. Articles of dissolution. (1) At any time after dissolution is authorized, the nonprofit corporation may dissolve by delivering to the secretary of state, for filing pursuant to part 3 of article 90 of this title, articles of dissolution stating:

(a) The domestic entity name of the nonprofit corporation;

(b) The principal office address of the nonprofit corporation's principal office; and

(c) That the nonprofit corporation is dissolved.

(d) to (f) (Deleted by amendment, L. 2004, p. 1513, § 305, effective July 1, 2004.)

(2) A nonprofit corporation is dissolved upon the effective date of its articles of dissolution.

(3) Articles of dissolution need not be filed by a nonprofit corporation that is dissolved pursuant to section 7-134-401.
C.R.S. § 7-74-109 — CO Code / Title 7 / Article 74 / Section 7-74-109
7-74-109. Uniformity of application and construction
Status: in_force

7-74-109. Uniformity of application and construction. This article shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this article among states enacting it.
C.R.S. § 7-127-104 — CO Code / Title 7 / Article 127 / Part 1 / Section 7-127-104
7-127-104. Notice of meeting
Status: in_force

7-127-104. Notice of meeting. (1) A nonprofit corporation shall give to each member entitled to vote at the meeting notice consistent with its bylaws of meetings of members in a fair and reasonable manner.

(2) Any notice that conforms to the requirements of subsection (3) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered.

(3) Notice is fair and reasonable if:

(a) The nonprofit corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members no fewer than ten days, or if notice is mailed by other than first-class or registered mail, no fewer than thirty days, nor more than sixty days before the meeting date, and if notice is given by newspaper as provided in section 7-121-402 (2), the notice must be published five separate times with the first such publication no more than sixty days, and the last such publication no fewer than ten days, before the meeting date.

(b) Notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members or for which the members' approval is sought under sections 7-128-501, 7-129-110, 7-130-103, 7-130-201, 7-131-102, 7-132-102, and 7-134-102; and

(c) Unless otherwise provided by articles 121 to 137 of this title or the bylaws, notice of a special meeting includes a description of the purpose or purposes for which the meeting is called.

(4) Unless otherwise provided by the bylaws, if an annual, regular, or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 7-127-106, however, notice of the adjourned meeting must be given under this section to the members of record as of the new record date.

(5) When giving notice of an annual, regular, or special meeting of members, a nonprofit corporation shall give notice of a matter a member intends to raise at the meeting if:

(a) Requested in writing to do so by a person entitled to call a special meeting; and

(b) The request is received by the secretary or president of the nonprofit corporation at least ten days before the nonprofit corporation gives notice of the meeting.
C.R.S. § 7-58-812 — CO Code / Title 7 / Article 58 / Part 8 / Section 7-58-812
7-58-812. Action without meeting
Status: in_force

7-58-812. Action without meeting. (1) Unless prohibited by the articles or bylaws, any action that may be taken by a board of directors may be taken without a meeting if each director consents in a record to the action.

(2) Consent under subsection (1) of this section may be withdrawn by a director in a record at any time before the limited cooperative association receives consent from all directors.

(3) A record of consent for any action under subsection (1) of this section may specify the effective date or time of the action.
C.R.S. § 7-90-306 — CO Code / Title 7 / Article 90 / Part 3 / Section 7-90-306
7-90-306. Filing duty of secretary of state - manner of filing - definition
Status: in_force

7-90-306. Filing duty of secretary of state - manner of filing - definition. (1) If a document delivered to the secretary of state for filing pursuant to this part 3 complies with the requirements of section 7-90-301, the secretary of state shall file it. The secretary of state has no duty to determine whether the document complies with any or all requirements of any law.

(2) The secretary of state files a document by marking or otherwise associating the words "secretary of state" and the time and date of filing on or with the document and by placing the document in records that the secretary of state shall maintain to contain all filed documents. The records of filed documents that the secretary of state maintains shall be such that any filed document may be retrieved by the secretary of state in perceivable form and with the time and date of its filing.

(3) If the secretary of state permits a document to be delivered in a physical medium and the secretary of state refuses to file the document, the secretary of state shall return it to any individual who has been identified, pursuant to section 7-90-301 (8), as having caused the document to be delivered for filing at the address provided for that individual, together with a notice providing a brief explanation of the reason for the refusal, within ten days after the document was delivered to the secretary of state; except that no return or notice is required with respect to a periodic report that the secretary of state has refused to file.

(4) The secretary of state's duty to file documents under this title is ministerial. The filing of or refusal to file a document does not:

(a) Affect the validity or invalidity of the document in whole or in part;

(b) Relate to the correctness or incorrectness of information contained in the document; or

(c) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.

(5) (a) Notwithstanding the foregoing or any other provision of law, the secretary of state may, upon receipt of a written request from and a showing of good cause by an authorized person supported by such validating, verifying, and authenticating documents as the secretary of state may require, remove personal identifying information from the publicly accessible documents and other records of the secretary of state maintained pursuant to this section where such information is not required by law to be included in such documents and records.

(b) A document or record from which the secretary of state removes personal identifying information pursuant to paragraph (a) of this subsection (5) shall not be rendered insufficient or ineffective by such removal notwithstanding any other provision of law.

(c) The secretary of state may retain the original or a copy of a document or record that contains personal identifying information, but such a document or record shall be open for inspection, and copies or printouts of the document or record or information from the document or record shall be furnished only 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.

(6) For the purposes of this section, "personal identifying information" means information about an individual that could reasonably be used to identify such individual, including, but not limited to:

(a) A social security number;

(b) A personal identification number;

(c) A password; or

(d) A pass code.
C.R.S. § 7-128-303 — CO Code / Title 7 / Article 128 / Part 3 / Section 7-128-303
7-128-303. Resignation and removal of officers
Status: repealed

7-128-303. Resignation and removal of officers. (1) An officer may resign at any time by giving written notice of resignation to the nonprofit corporation.

(2) A resignation of an officer is effective when the notice is received by the nonprofit corporation unless the notice states a later effective date.

(3) If a resignation is made effective at a later date, the board of directors may permit the officer to remain in office until the effective date and may fill the pending vacancy before the effective date with the provision that the successor does not take office until the effective date, or the board of directors may remove the officer at any time before the effective date and may fill the resulting vacancy.

(4) Unless otherwise provided in the bylaws, the board of directors may remove any officer at any time with or without cause. The bylaws or the board of directors may make provisions for the removal of officers by other officers or by the voting members.

(5) Repealed.
C.R.S. § 7-116-101 — CO Code / Title 7 / Article 116 / Section 7-116-101
7-116-101. Corporate records
Status: in_force

7-116-101. Corporate records. (1) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and a record of all waivers of notices of meetings of shareholders and of the board of directors or any committee of the board of directors.

(2) A corporation shall maintain appropriate accounting records.

(3) A corporation or its agent shall maintain a record of the names and addresses of its shareholders, in a form that permits preparation of a list of shareholders that is arranged by voting group and within each voting group by class or series of shares, that is alphabetical within each class or series, and that shows the address of, and the number of shares of each class and series held by, each shareholder.

(4) A corporation shall maintain its records in written form.

(5) A corporation shall keep a copy of each of the following records at its principal office:

(a) Its articles of incorporation;

(b) Its bylaws;

(c) The minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three years;

(d) All written communications within the past three years to shareholders as a group or to the holders of any class or series of shares as a group;

(e) A list of the names and business addresses of its current directors and officers;

(f) A copy of its most recent periodic report pursuant to part 5 of article 90 of this title; and

(g) All financial statements prepared for periods ending during the last three years that a shareholder could have requested under section 7-116-105.
C.R.S. § 7-56-308 — CO Code / Title 7 / Article 56 / Part 3 / Section 7-56-308
7-56-308. Scope of member's inspection right
Status: in_force

7-56-308. Scope of member's inspection right. (1) A member's agent or attorney has the same inspection and copying rights as the member.

(2) The right to copy records under section 7-56-307 includes, if reasonable, the right to receive copies made by photographic, xerographic copying, or other means.

(3) The cooperative may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production and reproduction of the records.
C.R.S. § 7-107-104 — CO Code / Title 7 / Article 107 / Part 1 / Section 7-107-104
7-107-104. Action without meeting
Status: in_force

7-107-104. Action without meeting. (1) Unless the articles of incorporation require that such action be taken at a shareholders' meeting, any action required or permitted by articles 101 to 117 of this title to be taken at a shareholders' meeting may be taken without a meeting if:

(a) All of the shareholders entitled to vote thereon consent to such action in writing; or

(b) Except as otherwise provided in subsection (1.5) of this section and if expressly provided for in the articles of incorporation, the shareholders holding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the shares entitled to vote thereon were present and voted consent to such action in writing.

(1.5) If shares are entitled to be voted cumulatively in the election of directors, shareholders may take action under this section to elect or remove directors only if:

(a) The articles of incorporation do not require that such action be taken at a shareholders' meeting; and

(b) All of the shareholders entitled to vote in the election or removal sign writings describing and consenting to the election or removal of the same directors and the writings are received by the corporation in accordance with subsection (2) of this section.

(2) (a) No action taken pursuant to this section is effective unless, within sixty days after the date the corporation first receives a document describing and consenting to the action and signed by a shareholder, the corporation has received documents that describe and consent to the action, signed by shareholders holding at least the number of shares entitled to vote on the action as required by subsection (1) or (1.5) of this section, as the case may be, disregarding any such document that has been revoked pursuant to subsection (3) of this section.

(b) (I) Action taken pursuant to this section is effective as of the date the corporation receives the last document necessary to effect the action unless all of the documents necessary to effect the action state another date as the effective date of the action, in which case the stated date is the effective date of the action.

(II) A consent given by electronic transmission is delivered to the corporation upon the earliest of:

(A) When the consent enters an information processing system, if any, designated by the corporation for receiving consents if the electronic transmission is in a form capable of being processed by that system and the corporation is able to retrieve that electronic transmission. Whether the corporation has designated an information processing system to receive consents is determined by the articles of incorporation, by the bylaws, or from the context and surrounding circumstances, including the conduct of the corporation.

(B) When a paper reproduction of the consent is delivered to the corporation's principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of shareholders or members are recorded;

(C) When a paper reproduction of the consent is delivered to the corporation's registered office in this state by hand or by certified or registered mail, return receipt requested; or

(D) When delivered in such other manner, if any, provided by resolution of the board of directors or governing body of the corporation.

(III) A consent given by electronic transmission is delivered under this section even if no person is aware of its receipt. Receipt of an electronic acknowledgment from an information processing system establishes that a consent given by electronic transmission was received but does not, by itself, establish that the content sent corresponds to the content received.

(3) Any shareholder who has signed a document describing and consenting to action taken pursuant to this section may revoke the consent by a document signed and dated by the shareholder describing the action and stating that the shareholder's prior consent thereto is revoked, if the document is received by the corporation prior to the effectiveness of the action.

(4) If not otherwise fixed under subsection (7) of this section or section 7-107-107, the record date for determining shareholders entitled to take action pursuant to this section or entitled to be given notice under subsection (5.5) of this section of action taken pursuant to this section is the date the corporation first receives a document upon which the action is taken pursuant to this section.

(5) Action taken under this section has the same effect as action taken at a meeting of shareholders and may be described as such in any document.

(5.5) If action is taken under subsection (1) of this section with less than unanimous consent of all shareholders entitled to vote upon the action, the corporation or shareholders taking the action shall, upon receipt by the corporation of all documents necessary to effect the action, give notice of the action to all shareholders who were entitled to vote upon the action but who have not consented to the action in the manner provided in subsection (1) of this section. The notice must contain or be accompanied by the same material, if any, that would have been required under articles 101 to 117 of this title 7 to be given to shareholders in or with a notice of the meeting at which the action would have been submitted to the shareholders.

(6) (Deleted by amendment, L. 96, p. 1316, § 18, effective June 1, 1996.)

(7) The district court for the county in this state in which the street address of the corporation's principal office is located or, if the corporation 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 corporation has no registered agent, the district court for the city and county of Denver may, upon application of the corporation or any shareholder who would be entitled to vote on the action at a shareholders' meeting, summarily state a record date for determining shareholders entitled to sign documents consenting to an action under this section and may enter other orders necessary or appropriate to effect the purposes of this section.