C.R.S. § 7-58-504 — CO Code / Title 7 / Article 58 / Part 5 / Section 7-58-504
7-58-504. No liability as member for association's obligations
Status: in_force

7-58-504. No liability as member for association's obligations. Unless the articles otherwise provide, a debt, obligation, or other liability of a limited cooperative association is solely that of the association and is not the debt, obligation, or liability of a member solely by reason of being a member.
C.R.S. § 7-90-101 — CO Code / Title 7 / Article 90 / Part 1 / Section 7-90-101
7-90-101. Short title
Status: in_force

7-90-101. Short title. This article shall be known and may be cited as the "Colorado Corporations and Associations Act".
C.R.S. § 7-58-513 — CO Code / Title 7 / Article 58 / Part 5 / Section 7-58-513
7-58-513. Voting by investor members
Status: in_force

7-58-513. Voting by investor members. If the articles or bylaws provide for investor members, each investor member has one vote unless the articles or bylaws otherwise provide. The articles or bylaws may provide for the allocation of investor member voting power by class, classes, or any combination of classes.
C.R.S. § 7-63-105 — CO Code / Title 7 / Article 63 / Section 7-63-105
7-63-105. Articles
Status: in_force

7-63-105. Articles. (1) The articles of association shall state:

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

(b) A statement that the association is formed under this article;

(c) If management is vested in the members or in one or more classes of members as provided in section 7-63-110 (3), a statement to that effect and, if any class or classes of members, but not all, are so vested with management, the name of each of the classes of members indicating which are and which are not so vested with management;

(d) Any notice of provisions of the bylaws permitted by section 7-63-111 (3) concerning the authority of officers and managers or otherwise restricting the application of section 7-63-111 (4);

(e) The principal office address of the association's initial principal office; and

(f) The registered agent name and registered agent address of the association's initial registered agent.

(g) (Deleted by amendment, L. 2003, p. 2248, § 145, effective July 1, 2004.)

(2) Any amendment to or restatement of the articles of association shall be approved in a separate writing or writings by all of the members. This subsection (2) is a default rule, subject to the bylaws.

(3) (Deleted by amendment, L. 2002, p. 1824, § 49, effective July 1, 2002; p. 1688, § 47, effective October 1, 2002.)

(4) Except in a proceeding by the state to involuntarily dissolve an association, the filing of the articles of association by the secretary of state is conclusive as to formation of the association and it shall be incontestable that all conditions precedent to formation have been met.
C.R.S. § 7-124-101 — CO Code / Title 7 / Article 124 / Section 7-124-101
7-124-101. Corporate name
Status: repealed

7-124-101. Corporate name. (Repealed)
C.R.S. § 7-110-101 — CO Code / Title 7 / Article 110 / Part 1 / Section 7-110-101
7-110-101. Authority to amend articles of incorporation
Status: in_force

7-110-101. Authority to amend articles of incorporation. (1) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment.

(2) A shareholder does not have a vested property right resulting from any provision in the articles of incorporation, including any provision relating to management, control, capital structure, dividend entitlement, purpose, or duration of the corporation.
C.R.S. § 7-115-101 — CO Code / Title 7 / Article 115 / Section 7-115-101
7-115-101. Authority to transact business or conduct activities required
Status: in_force

7-115-101. Authority to transact business or conduct activities required. Part 8 of article 90 of this title, providing for the transaction of business or the conduct of activities by foreign entities, applies to foreign corporations.
C.R.S. § 7-64-101 — CO Code / Title 7 / Article 64 / Part 1 / Section 7-64-101
7-64-101. Definitions
Status: in_force

7-64-101. Definitions. As used in this article, unless the context otherwise requires:

(1) (Deleted by amendment, L. 2003, p. 2249, § 149, effective July 1, 2004.)

(2) "Business" includes every trade, occupation, and profession.

(3) "Debtor in bankruptcy" means a person who is the subject of:

(a) An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or

(b) A comparable order under federal, state, or foreign law governing insolvency.

(4) (Deleted by amendment, L. 2003, p. 2249, § 149, effective July 1, 2004.)

(5) "Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to a transferee of all or a part of a partner's transferable interest.

(6) (Deleted by amendment, L. 2003, p. 2249, § 149, effective July 1, 2004.)

(7) "Filed statement" means a statement that has been filed by the secretary of state pursuant to part 3 of article 90 of this title. A copy of a filed statement means a copy of the filed statement that the secretary of state has certified to be in the records of the secretary of state.

(8) to (10) (Deleted by amendment, L. 2003, p. 2249, § 149, effective July 1, 2004.)

(11) (Deleted by amendment, L. 2004, p. 1448, § 154, effective July 1, 2004.)

(12) (Deleted by amendment, L. 2003, p. 2249, § 149, effective July 1, 2004.)

(13) "Limited liability partnership" means a partnership that is registered as a limited liability partnership under section 7-64-1002 (1).

(14) and (15) (Deleted by amendment, L. 2004, p. 1448, § 154, effective July 1, 2004.)

(16) and (17) (Deleted by amendment, L. 2003, p. 2249, § 149, effective July 1, 2004.)

(18) "Partner" means a person who is admitted to a partnership as a partner of the partnership.

(19) "Partnership" shall have the meaning set forth in section 7-64-202 (1).

(20) "Partnership agreement" means the agreement, whether written, oral, or implied, among the partners that governs relations among the partners and between the partners and the partnership. For purposes of part 10 of this article, the term "partnership agreement" shall have the meaning set forth in section 7-64-1001 (2).

(21) "Partnership at will" means a partnership that is not a partnership for a definite term or particular undertaking.

(22) "Partnership for a definite term or particular undertaking" means a partnership in which the partners have agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.

(23) "Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights.

(24) "Partnership obligation" means any debt, obligation, or liability of the partnership, whether sounding in tort, contract, or otherwise.

(25) (Deleted by amendment, L. 2003, p. 2249, § 149, effective July 1, 2004.)

(26) "Property" means all property, real, personal, or mixed, tangible or intangible, or any interest therein.

(27) "Registrant" means a person that is registered under section 7-64-1002.

(28) (Deleted by amendment, L. 2003, p. 2249, § 149, effective July 1, 2004.)

(29) "Statement" means a statement of partnership authority under section 7-64-303, a statement of denial under section 7-64-304, a statement of dissociation under section 7-64-704, a statement of dissolution under section 7-64-805, a statement of registration under section 7-64-1002, a statement of withdrawal of registration under section 7-64-1002, a statement of correction under section 7-90-305, or a statement of change under section 7-90-305.5 of any of the foregoing.

(30) (Deleted by amendment, L. 2003, p. 2249, § 149, effective July 1, 2004.)

(31) "Transfer" includes an assignment, conveyance, lease, mortgage, deed, and encumbrance.

(32) "Transferable interest" means a partner's share of the profits and losses of the partnership and the partner's right to receive distributions.
C.R.S. § 7-49.5-101 — CO Code / Title 7 / Article 49.5 / Section 7-49.5-101
7-49.5-101. Short title
Status: in_force

7-49.5-101. Short title. This article shall be known and may be cited as the "Colorado Foreign-trade Zones Act".
C.R.S. § 7-71-109 — CO Code / Title 7 / Article 71 / Section 7-71-109
7-71-109. Trade names registered with the department of revenue
Status: in_force

7-71-109. Trade names registered with the department of revenue. (1) Public records of the registration of trade names with the department of revenue pursuant to section 24-35-301, C.R.S., prior to its repeal, as to which the registration is in effect on May 29, 2006, shall be transferred to the secretary of state. On and after May 30, 2006, each such trade name shall be deemed a trade name for which a statement of trade name is on file in the records of the secretary of state. The statement of trade name deemed filed for each such trade name shall be effective until the date determined by the secretary of state, which date shall not be earlier than December 31, 2007. Applications to register, modify, delete, or renew trade names that are filed with the department of revenue on or before May 29, 2006, but not part of the public records transferred to the secretary of state pursuant to this subsection (1), shall be transmitted by the department of revenue to the secretary of state, together with any fee paid for the applications. Each such application shall be deemed delivered to the secretary of state, for filing pursuant to part 3 of article 90 of this title, by the person on whose behalf the application was made and shall in all respects be subject to part 3 of article 90 of this title. After filing by the secretary of state, each such application shall be deemed effective for purposes of this article and section 7-90-304, as of May 30, 2006.

(2) Fees that have been collected by the department of revenue for registration, modification, deletion, and renewal of registration of trade names that are part of the public records transferred to the secretary of state pursuant to subsection (1) of this section shall be remitted to the state treasury pursuant to section 24-35-301 (3), C.R.S., as such section existed prior to its repeal.
C.R.S. § 7-60-140 — CO Code / Title 7 / Article 60 / Section 7-60-140
7-60-140. Rules for distribution
Status: in_force

7-60-140. Rules for distribution. (1) In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary:

(a) The assets of the partnership are:

(I) The partnership property;

(II) The contributions of the partners, as limited by paragraph (d) of this subsection (1), necessary for the payment of all the liabilities specified in paragraph (b) of this subsection (1).

(b) The liabilities of the partnership shall rank in order of payment, as follows:

(I) Those owing to creditors other than a partner;

(II) Those owing to partners other than for capital and profits;

(III) Those owing to partners in respect of capital;

(IV) Those owing to partners in respect of profits.

(c) The assets shall be applied in the order of their declaration in paragraph (a) of this subsection (1) to the satisfaction of the liabilities.

(d) The partners shall contribute the amount necessary to satisfy the liabilities as provided by section 7-60-118 (1)(a) and as limited by said section and sections 7-60-115 and 7-60-134; but if any but not all of the partners are insolvent or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities and, in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities.

(e) An assignee for the benefit of creditors or any person appointed by the court shall have the right to enforce the contributions specified in paragraph (d) of this subsection (1).

(f) Any partner or legal representative of a partner shall have the right to enforce the contributions specified in paragraph (d) of this subsection (1), to the extent of the amount that the partner has paid in excess of the partner's share of the liability.

(g) The individual property of a deceased partner shall be liable for the contributions specified in paragraph (d) of this subsection (1).

(h) When partnership property and the individual properties of the partners are in possession of a court for distribution, partnership creditors shall have priority on partnership property and separate creditors on individual property, saving the rights of lien or secured creditors as heretofore.

(i) Where a partner has become bankrupt or the estate of a partner is insolvent, the claims against the partner's separate property shall rank in the following order:

(I) Those owing to separate creditors;

(II) Those owing to partnership creditors;

(III) Those owing to partners by way of contributions.
C.R.S. § 7-126-103 — CO Code / Title 7 / Article 126 / Part 1 / Section 7-126-103
7-126-103. Liability to third parties
Status: in_force

7-126-103. Liability to third parties. The directors, officers, employees, and members of a nonprofit corporation are not, as such, personally liable for the acts, debts, liabilities, or obligations of a nonprofit corporation.
C.R.S. § 7-80-719 — CO Code / Title 7 / Article 80 / Part 7 / Section 7-80-719
7-80-719. Applicability of derivative proceeding to foreign limited liability companies
Status: in_force

7-80-719. Applicability of derivative proceeding to foreign limited liability companies. In any derivative proceeding in the right of a foreign limited liability company, the right of a person to commence or maintain a derivative proceeding in the right of a foreign limited liability company and any matters raised in such proceeding covered by sections 7-80-713 to 7-80-718 shall be governed by the law of the jurisdiction under which the foreign limited liability company was formed; except that any matters raised in such proceeding covered by sections 7-80-715 and 7-80-717 shall be governed by the law of this state.
C.R.S. § 7-121-301 — CO Code / Title 7 / Article 121 / Part 3 / Section 7-121-301
7-121-301. Powers - repeal
Status: repealed

7-121-301. Powers - repeal. (Repealed)
C.R.S. § 7-52-104 — CO Code / Title 7 / Article 52 / Section 7-52-104
7-52-104. Succession to property upon death, resignation, or removal of person incorporate
Status: in_force

7-52-104. Succession to property upon death, resignation, or removal of person incorporated as corporation sole. In the event of the death or resignation of the archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or clergyman who has been incorporated as a corporation sole under sections 7-52-101 and 7-52-102, or such person's removal from office by the person or body having the authority for such removal, the person's successor in office as the corporation sole shall be vested with the title of all property held by the successor's predecessor with the same power and authority over the property, subject to all the legal liabilities and obligations with reference to the property, upon the filing by the secretary of state, pursuant to part 3 of article 90 of this title, of a certificate of the successor's commission or certified copy of the successor's letter of election or appointment. In the interim between the appointment of a successor in office to the corporation sole, the person who is charged by the church or religious society pursuant to its constitution, canons, rites, regulations, or discipline to administer the church or religious society shall be vested with the title to any property held by the corporation sole with like powers and authority upon the filing by the secretary of state, pursuant to part 3 of article 90 of this title, of a certificate of the successor's commission or certified copy of the successor's letter of appointment as such administrator.
C.R.S. § 7-126-202 — CO Code / Title 7 / Article 126 / Part 2 / Section 7-126-202
7-126-202. Transfers
Status: in_force

7-126-202. Transfers. (1) Unless otherwise provided by the bylaws, no member of a nonprofit corporation may transfer a membership or any right arising therefrom.

(2) Where transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membership issued prior to the adoption of the restriction unless the restriction is approved by the affected member.
C.R.S. § 7-108-105 — CO Code / Title 7 / Article 108 / Part 1 / Section 7-108-105
7-108-105. Terms of directors generally
Status: in_force

7-108-105. Terms of directors generally. (1) Except as provided in section 7-108-106, the terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.

(2) Except as provided in section 7-108-106, the terms of all other directors expire at the next annual shareholders' meeting following their election.

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

(4) The term of a director elected to fill a vacancy pursuant to section 7-108-110 (1)(b) or 7-108-110 (1)(c) expires at the next annual shareholders' meeting at which directors are elected. The term of a director elected to fill a vacancy pursuant to section 7-108-110 (1)(a) shall be the unexpired term of the director's predecessor in office; except that, if the director's predecessor had been elected to fill a vacancy pursuant to section 7-108-110 (1)(b) or 7-108-110 (1)(c), the term of a director elected pursuant to section 7-108-110 (1)(a) shall be the unexpired term of the last predecessor elected by the shareholders.

(5) Despite the expiration of the director's term, a director continues to serve until the director's successor is elected and qualifies.

(6) (Deleted by amendment, L. 2004, p. 1497, § 252, effective July 1, 2004.)
C.R.S. § 7-44-102 — CO Code / Title 7 / Article 44 / Section 7-44-102
7-44-102. Stock subscription record
Status: in_force

7-44-102. Stock subscription record. Any water users' association organized in conformity with the requirements of the United States under the reclamation act of June 17, 1902, with the consent of the board of county commissioners, may furnish the clerk and recorder of any county in Colorado a book containing printed copies of its articles of incorporation and forms of subscription for stock; and the county clerk and recorder to whom such book is furnished shall use the same for recording the stock subscriptions in such association, and the charges for the recording thereof shall be made on the basis of the number of words actually written therein.
C.R.S. § 7-90-913 — CO Code / Title 7 / Article 90 / Part 9 / Section 7-90-913
7-90-913. Enforcement of claims against a dissolved domestic entity
Status: in_force

7-90-913. Enforcement of claims against a dissolved domestic entity. (1) A claim may be enforced under section 7-90-911 or 7-90-912:

(a) Against the dissolved domestic entity to the extent of its undistributed assets; and

(b) If assets have been distributed in liquidation, against an owner of the dissolved domestic entity; except that an owner's total liability for all claims under this section shall not exceed the total value of assets distributed to the owner, as such value is determined at the time of distribution. Any owner required to return any portion of the value of assets received by the owner in liquidation shall be entitled to contribution from all other owners. Each such contribution shall be in accordance with the contributing owner's rights and interests and shall not exceed the value of the assets received by the contributing owner in liquidation.
C.R.S. § 7-80-808 — CO Code / Title 7 / Article 80 / Part 8 / Section 7-80-808
7-80-808. Procedure for and effect of administrative dissolution
Status: repealed

7-80-808. Procedure for and effect of administrative dissolution. (Repealed)
C.R.S. § 7-56-608 — CO Code / Title 7 / Article 56 / Part 6 / Section 7-56-608
7-56-608. Dissenters' rights - definitions
Status: in_force

7-56-608. Dissenters' rights - definitions. (1) As used in this section:

(a) "Dissenter" means a member eligible to vote who exercises the right to dissent provided in this section at the time and in the manner required by this section.

(b) "Interest" means interest required to be paid pursuant to this section at the average rate currently paid by the cooperative subject to this section on its principal bank loans or, if none, at the legal rate specified in section 5-12-101, C.R.S.

(c) "Stated value" means the original cost paid by a person for capital stock or membership fees, as recorded in the records of the cooperative, in order to qualify for membership and the right to vote in the cooperative, and for other equity capital the amount stated in the records of the cooperative that is required to make a payment under this section.

(2) If the board of a cooperative subject to this article submits to the members of the cooperative for approval a plan of merger, conversion, consolidation, or share or equity capital exchange and if following the merger, conversion, consolidation, or share or equity capital exchange there will be members of any cooperative involved in the proposed transaction who would no longer be eligible for membership or other voting interest in the surviving or resulting entity, the ineligible members shall be entitled to repayment of their equity interests in the cooperative in accordance with this section.

(3) If the board of a cooperative subject to this article submits to the members of the cooperative for approval a plan to sell all or substantially all of the cooperative's assets and not dissolve following the sale, the members of the cooperative shall be entitled to repayment of their equity interests in the cooperative in accordance with this section.

(4) A cooperative that proposes to be a party to a merger, conversion, consolidation, share or equity capital exchange, or a sale of assets, as described in subsection (2) or (3) of this section, shall include in the notice of the membership meeting at which the vote of the members is taken thereon an explanation of the right to dissent and the requirement to give written notice of intent to demand payment by a member having the right to do so under this section.

(5) A member who may be entitled to repayment of the member's equity interests in the cooperative in accordance with this section shall give written notice of the member's intention to demand payment before the vote is taken at the membership meeting at which a vote on the proposed merger, conversion, consolidation, share or equity capital exchange, or sale of assets is to be taken. Upon giving notice, the member shall no longer be entitled to vote on the proposed transaction. The written notice shall include the name of the member in which the stock or membership is held on the records of the cooperative and the member's address and social security or federal tax identification number. Failure to give written notice of intention to demand payment in the prescribed manner disqualifies the member from demanding payment under this section.

(6) If the merger, conversion, consolidation, share or equity capital exchange, or sale of assets described in subsection (2) or (3) of this section is approved by the members of the cooperative in the manner applicable to any other entity that is a party to the transaction, the surviving, resulting, or new entity, including a cooperative that is to sell all or substantially all of its assets, shall be required to make the payments provided in this section. The surviving, resulting, or new entity shall give written notice to all dissenters who have given notice to dissent pursuant to this section. The notice shall include the address at which the surviving, resulting, or new entity will receive payment demands, the requirement to submit stock or membership certificates or certification of the loss or destruction thereof, the period in which demands will be received which shall be not less than thirty days from the date of the notice, and where applicable, a statement of qualifications for membership or other voting interest in the surviving or new entity.

(7) Within the period stated in the notice described in subsection (6) of this section, a dissenter may deliver a written demand for payment to the surviving, resulting, or new entity, or in the case of a sale of assets subject to this section, to the cooperative selling its assets, stating the address to which payment is to be made and, where applicable, a statement as to the reasons why the dissenter no longer qualifies for membership or a voting interest in the surviving, resulting, or new entity.

(8) Within thirty days after receipt of a demand for payment, the surviving, resulting, or new entity or, in the case of a sale of assets subject to this section, the cooperative selling its assets shall pay to the dissenter:

(a) The stated value of the initial investment of the dissenter in stock or membership fees in the cooperative as recorded in the records of the cooperative made to qualify the dissenter to be a member of the cooperative; and

(b) The stated value of all other equity capital of the dissenter in the cooperative as recorded in the records of the surviving, resulting, or new entity, or in the case of a sale of assets subject to this section, of the cooperative selling its assets; except that, in the case of any merger, conversion, consolidation, or share or equity capital exchange, if the surviving, resulting, or new entity has, by written agreement or operation of law other than this section, become liable to repay the other equity capital of the dissenter, the repayment of other equity capital shall be made by the surviving, resulting, or new entity under the same conditions and time frame, but not more than fifteen years, that would have applied if the member or equity holder had withdrawn or been terminated from the cooperative that is not the surviving, resulting, or new entity immediately prior to the effective date of the merger, conversion, consolidation, or share or equity capital exchange. If payment is not made on the date required by this subsection (8), the recipient shall be entitled to interest from the date the payment should have been made until the date payment is actually made.

(9) Notwithstanding any provisions of law to the contrary, holders of equity capital who are not members of the cooperative shall under no circumstances be entitled to dissenter's rights.

(10) Section 7-90-206 (2) applies to a conversion in which the cooperative is the converting entity.
C.R.S. § 7-30-114 — CO Code / Title 7 / Article 30 / Section 7-30-114
7-30-114. Uniformity of application and construction
Status: in_force

7-30-114. 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. § 7-62-101 — CO Code / Title 7 / Article 62 / Part 1 / Section 7-62-101
7-62-101. Definitions
Status: in_force

7-62-101. Definitions. As used in this article, unless the context otherwise requires:

(1) "Certificate of limited partnership" means the certificate referred to in section 7-62-201, and the certificate as amended.

(2) "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services that a partner contributes to a limited partnership in the partner's capacity as a partner.

(3) "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in section 7-62-402.

(3.5) and (4) (Deleted by amendment, L. 2003, p. 2241, § 123, effective July 1, 2004.)

(5) "General partner" means a person:

(a) Who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement or this article, including a person who is admitted as a general partner without making or being obligated to make a contribution or without acquiring a partnership interest, if in either case such admission is pursuant to a written partnership agreement or other writing confirming the admission; and

(b) Who is named in the certificate of limited partnership as a general partner.

(5.5) "Limited liability partnership" means a limited liability partnership as defined in section 7-60-102 (4.7) or section 7-64-101 (13).

(6) "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement or this article, including a person who is admitted as a limited partner without making or being obligated to make a contribution or without acquiring a partnership interest, if in either case such admission is pursuant to a written partnership agreement or other writing confirming the admission, as provided in sections 7-62-301 and 7-62-306 or, in the case of a foreign limited partnership, in accordance with the law of the foreign jurisdiction under which the limited partnership is formed.

(7) "Limited partnership" or "domestic limited partnership" means an entity formed under this article by two or more persons and having one or more general partners and one or more limited partners. A limited liability limited partnership is for all purposes a limited partnership. At formation, a limited partnership shall have at least one partner who has a partnership interest.

(8) "Partner" means a limited or general partner.

(9) "Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.

(10) "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.

(11) (Deleted by amendment, L. 2003, p. 2241, § 123, effective July 1, 2004.)

(12) "Limited liability limited partnership" means a domestic limited partnership that has registered under section 7-60-144 or 7-64-1002.
C.R.S. § 7-50-110 — CO Code / Title 7 / Article 50 / Section 7-50-110
7-50-110. Quorum of directors
Status: in_force

7-50-110. Quorum of directors. The bylaws of any such charitable corporation organized under the law of this state may declare the number of trustees or managers necessary to constitute a quorum at any meeting of the board.
C.R.S. § 7-58-514 — CO Code / Title 7 / Article 58 / Part 5 / Section 7-58-514
7-58-514. Voting requirements for members
Status: in_force

7-58-514. Voting requirements for members. (1) If a limited cooperative association has both patron and investor members, the following rules apply:

(a) The total voting power of all patron members must not be less than a majority of the entire voting power entitled to vote.

(b) Action on any matter is approved only upon the affirmative vote of at least a majority of:

(I) All members voting at the meeting unless more than a majority is required or permitted by parts 4, 12, 15, and 16 of this article or the articles or bylaws; and

(II) Votes cast by patron members unless the articles or bylaws require a larger affirmative vote by patron members.

(c) The articles or bylaws may provide for the percentage of the affirmative votes that must be cast by investor members to approve the matter.
C.R.S. § 7-64-306 — CO Code / Title 7 / Article 64 / Part 3 / Section 7-64-306
7-64-306. Partner's liability
Status: in_force

7-64-306. Partner's liability. (1) Except as otherwise provided in this section, all partners are liable jointly and severally for all partnership obligations unless otherwise agreed by the claimant or provided by law.

(2) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligations incurred before the person's admission as a partner.

(3) Except as otherwise provided in a written partnership agreement, a person is not, solely by reason of being a partner, liable, directly or indirectly, including by way of indemnification, contribution, assessment, or otherwise, for partnership obligations which are incurred, created, or assumed by the partnership while the partnership is a limited liability partnership.

(4) A partner in a limited liability partnership does not become liable, directly or indirectly, for partnership obligations incurred, created, or assumed while the partnership was a limited liability partnership merely because the partnership ceases to be a limited liability partnership.
C.R.S. § 7-58-1008 — CO Code / Title 7 / Article 58 / Part 10 / Section 7-58-1008
7-58-1008. Liability for improper distributions - limitation of action
Status: in_force

7-58-1008. Liability for improper distributions - limitation of action. (1) A director who consents to a distribution that violates section 7-58-1007 is personally liable to the limited cooperative association for the amount of the distribution that exceeds the amount that could have been distributed without the violation if it is established that, in consenting to the distribution, the director failed to comply with section 7-58-818 or 7-58-819.

(2) A member or transferee of financial rights that received a distribution knowing that the distribution was made in violation of section 7-58-1007 is personally liable to the limited cooperative association to the extent that the distribution exceeded the amount that could have been properly paid.

(3) A director against whom an action is commenced under subsection (1) of this section may:

(a) Implead in the action any other director who is liable under subsection (1) of this section and compel contribution from the director; and

(b) Implead in the action any person that is liable under subsection (2) of this section and compel contribution from the person in the amount the person received as described in subsection (2) of this section.

(4) An action under this section is barred if it is commenced later than three years after the distribution.
C.R.S. § 7-55-119 — CO Code / Title 7 / Article 55 / Section 7-55-119
7-55-119. Quorum
Status: in_force

7-55-119. Quorum. A quorum for the election of directors, amending of the articles of incorporation, and conducting normal business at all meetings of the stockholders or members shall be five percent of the stockholders or members or fifty members or stockholders present in person, whichever is less. Nothing shall prevent the articles of incorporation or the bylaws of such association from requiring a larger percent as a quorum.
C.R.S. § 7-128-401 — CO Code / Title 7 / Article 128 / Part 4 / Section 7-128-401
7-128-401. General standards of conduct for directors and officers
Status: in_force

7-128-401. General standards of conduct for directors and officers. (1) Each director shall discharge the director's duties as a director, including the director's duties as a member of a committee of the board, and each officer with discretionary authority shall discharge the officer's duties under that authority:

(a) In good faith;

(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

(c) In a manner the director or officer reasonably believes to be in the best interests of the nonprofit corporation.

(2) In discharging duties, a director or officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

(a) One or more officers or employees of the nonprofit corporation whom the director or officer reasonably believes to be reliable and competent in the matters presented;

(b) Legal counsel, a public accountant, or another person as to matters the director or officer reasonably believes are within such person's professional or expert competence;

(c) Religious authorities or ministers, priests, rabbis, or other persons whose position or duties in the nonprofit corporation, or in a religious organization with which the nonprofit corporation is affiliated, the director or officer believes justify reliance and confidence and who the director or officer believes to be reliable and competent in the matters presented; or

(d) In the case of a director, a committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.

(3) A director or officer is not acting in good faith if the director or officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.

(4) A director or officer is not liable as such to the nonprofit corporation or its members for any action taken or omitted to be taken as a director or officer, as the case may be, if, in connection with such action or omission, the director or officer performed the duties of the position in compliance with this section.

(5) A director, regardless of title, shall not be deemed to be a trustee with respect to the nonprofit corporation or with respect to any property held or administered by the nonprofit corporation including, without limitation, property that may be subject to restrictions imposed by the donor or transferor of such property.

(6) A director or officer of a nonprofit corporation, in the performance of duties in that capacity, shall not have any fiduciary duty to any creditor of the nonprofit corporation arising only from the status as a creditor.

(7) No person shall be liable in contract or tort merely by reason of being a director, officer, or member of a nonprofit corporation that was suspended, declared defunct, administratively dissolved, or dissolved by operation of law, and the business or activities of which have been continued for nonprofit purposes, with or without knowledge of the suspension, declaration, or dissolution, and the business and activities of which have not been wound up.
C.R.S. § 7-60-142 — CO Code / Title 7 / Article 60 / Section 7-60-142
7-60-142. Rights of retiring partner
Status: in_force

7-60-142. Rights of retiring partner. When any partner retires or dies and the business is continued under any of the conditions set forth in section 7-60-141 (1), (2), (3), (5), and (6), or in section 7-60-138 (2)(b), without any settlement of accounts as between the partner or the partner's estate and the person or partnership continuing the business, unless otherwise agreed, the partner or the partner's legal representative as against such persons or partnership may have the value of the partner's interest at the date of dissolution ascertained and shall receive as an ordinary creditor an amount equal to such value with interest, or, at the partner's option or at the option of the partner's legal representative in lieu of interest, the profits attributable to the use of the partner's right in the property of the dissolved partnership; except that the creditors of the dissolved partnership as against the separate creditors, or the representative of the retired or deceased partner, shall have priority on any claim arising under this section as provided by section 7-60-141 (8).
C.R.S. § 7-60-111 — CO Code / Title 7 / Article 60 / Section 7-60-111
7-60-111. Admission of partner binds partnership
Status: in_force

7-60-111. Admission of partner binds partnership. An admission or representation made by any partner concerning partnership affairs within the scope of the partner's authority as conferred by this article is evidence against the partnership.
C.R.S. § 7-128-302 — CO Code / Title 7 / Article 128 / Part 3 / Section 7-128-302
7-128-302. Duties of officers
Status: in_force

7-128-302. Duties of officers. Each officer shall have the authority and shall perform the duties stated with respect to such office in the bylaws or, to the extent not inconsistent with the bylaws, prescribed with respect to such office by the board of directors or by an officer authorized by the board of directors.
C.R.S. § 7-80-406 — CO Code / Title 7 / Article 80 / Part 4 / Section 7-80-406
7-80-406. Business transactions of member or manager with the limited liability company
Status: repealed

7-80-406. Business transactions of member or manager with the limited liability company. (Repealed)
C.R.S. § 7-80-105 — CO Code / Title 7 / Article 80 / Part 1 / Section 7-80-105
7-80-105. Unauthorized assumption of powers
Status: in_force

7-80-105. Unauthorized assumption of powers. All persons who assume to act as a limited liability company without authority to do so and without good-faith belief that they have such authority shall be jointly and severally liable for all debts and liabilities incurred by such persons so acting.
C.R.S. § 7-58-512 — CO Code / Title 7 / Article 58 / Part 5 / Section 7-58-512
7-58-512. Determination of voting power of patron member
Status: in_force

7-58-512. Determination of voting power of patron member. (1) The articles or bylaws may allocate voting power among patron members on the basis of one or a combination of the following:

(a) One member, one vote;

(b) Use or patronage;

(c) Equity; or

(d) If a patron member is a cooperative, the number of its patron members.

(2) If the articles or bylaws allocate voting power on the basis of use or patronage and a member would be denied a vote because the member did not use the limited cooperative association or conduct patronage with it during the period on which the allocation of voting power is determined, the articles or bylaws must provide that the member shall nevertheless be allocated a vote equal to at least the minimum voting power allocated to members who used the association or conducted patronage with it during the period.

(3) The articles or bylaws may provide for the allocation of patron member voting power by districts or class or any combination thereof.
C.R.S. § 7-114-304 — CO Code / Title 7 / Article 114 / Part 3 / Section 7-114-304
7-114-304. Decree of dissolution
Status: in_force

7-114-304. Decree of dissolution. (1) If after a hearing the court determines that one or more grounds for judicial dissolution described in section 7-114-301 exist, it may enter a decree dissolving the 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 corporation's business and affairs in accordance with section 7-114-105 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. § 7-63-115 — CO Code / Title 7 / Article 63 / Section 7-63-115
7-63-115. Information and accounting
Status: in_force

7-63-115. Information and accounting. (1) Each member has the right to:

(a) Inspect and copy the books and records of account, the records of the contributions and holdings of the members and their transferees and other successors, the bylaws, and the minutes of the members and of the managers;

(b) Obtain from the managers true and full information regarding the state of the business and the financial condition of the association and any other information regarding the affairs of the association;

(c) Obtain copies from the managers, upon becoming available, of the association's federal, state, and local income tax returns for each year; and

(d) Have a formal accounting of association affairs whenever circumstances render it just and reasonable.

(2) Subsection (1) of this section is a default rule, subject to the bylaws.
C.R.S. § 7-109-103 — CO Code / Title 7 / Article 109 / Section 7-109-103
7-109-103. Mandatory indemnification of directors
Status: in_force

7-109-103. Mandatory indemnification of directors. Unless limited by its articles of incorporation, a corporation shall indemnify an individual who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the individual was a party because the individual is or was a director, against reasonable expenses incurred by the individual in connection with the proceeding.
C.R.S. § 7-101-203 — CO Code / Title 7 / Article 101 / Part 2 / Section 7-101-203
7-101-203. Filing, service, and copying fees - subpoenas
Status: repealed

7-101-203. Filing, service, and copying fees - subpoenas. (Repealed)
C.R.S. § 7-136-102 — CO Code / Title 7 / Article 136 / Section 7-136-102
7-136-102. Inspection of corporate records by members
Status: in_force

7-136-102. Inspection of corporate records by members. (1) A member is entitled to inspect and copy, during regular business hours at the nonprofit corporation's principal office, any of the records of the nonprofit corporation described in section 7-136-101 (5) if the member gives the nonprofit corporation written demand at least five business days before the date on which the member wishes to inspect and copy such records.

(2) Pursuant to subsection (5) of this section, a member is entitled to inspect and copy, during regular business hours at a reasonable location stated by the nonprofit corporation, any of the other records of the nonprofit corporation if the member meets the requirements of subsection (3) of this section and gives the nonprofit corporation written demand at least five business days before the date on which the member wishes to inspect and copy such records.

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

(a) The member has been a member for at least three months immediately preceding the demand to inspect or copy or is a member holding at least five percent of the voting power as of the date the demand is made;

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

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

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

(4) For purposes of this section:

(a) "Member" includes a beneficial owner whose membership interest is held in a voting trust and any other beneficial owner of a membership interest who establishes beneficial ownership.

(b) "Proper purpose" means a purpose reasonably related to the demanding member's interest as a member.

(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 member to inspect records under section 7-127-201;

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

(c) The power of a court, independent of articles 121 to 137 of this title, to compel the production of corporate records for examination.
C.R.S. § 7-44-101 — CO Code / Title 7 / Article 44 / Section 7-44-101
7-44-101. Tax exemptions - fees
Status: in_force

7-44-101. Tax exemptions - fees. Any water users' association that is organized in conformity with the requirements of the United States under the reclamation act of June 17, 1902, and that, under its articles of incorporation, is authorized to furnish water only to its stockholders, shall be exempt from the payment of any income tax and from the payment of any annual franchise tax but shall be required to pay, as preliminary to its incorporation, a fee that shall be determined and collected pursuant to section 24-21-104 (3), C.R.S., for the filing and recording of its articles of incorporation.
C.R.S. § 7-56-508 — CO Code / Title 7 / Article 56 / Part 5 / Section 7-56-508
7-56-508. Cooperatives not in restraint of trade
Status: in_force

7-56-508. Cooperatives not in restraint of trade. No cooperative formed under or subject to this article shall solely by its organization and existence be deemed to be a conspiracy or a combination in restraint of trade, an illegal monopoly, or an attempt to lessen competition or to fix prices arbitrarily, nor shall the marketing or purchasing contracts and agreements between any cooperative and its members or any agreements authorized in this article be considered illegal as such, in unlawful restraint of trade, or as part of a conspiracy or combination to accomplish an improper or illegal purpose.
C.R.S. § 7-48-116 — CO Code / Title 7 / Article 48 / Section 7-48-116
7-48-116. Credit of state not pledged
Status: in_force

7-48-116. Credit of state not pledged. Under no circumstances is the credit of the state pledged in this article.
C.R.S. § 7-128-111 — CO Code / Title 7 / Article 128 / Part 1 / Section 7-128-111
7-128-111. Compensation of directors
Status: in_force

7-128-111. Compensation of directors. Unless otherwise provided in the bylaws, the board of directors may authorize and fix the compensation of directors.
C.R.S. § 7-60-133 — CO Code / Title 7 / Article 60 / Section 7-60-133
7-60-133. General effect of dissolution
Status: in_force

7-60-133. General effect of dissolution. (1) Except insofar as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership:

(a) With respect to the partners:

(I) When the dissolution is not by the act, bankruptcy, or death of a partner; or

(II) When the dissolution is by such act, bankruptcy, or death of a partner, in cases where section 7-60-134 so requires.

(b) With respect to persons not partners, as declared in section 7-60-135.
C.R.S. § 7-49-112 — CO Code / Title 7 / Article 49 / Section 7-49-112
7-49-112. Processing loans for insurance
Status: in_force

7-49-112. Processing loans for insurance. (1) Insurance on a loan qualifying for mortgage insurance under this article shall be in effect as of the date on which the lender has made a report to the corporation which shall document:

(a) The estimated cost of the rehabilitation work to be done;

(b) In the case of a refinancing loan or acquisition loan, that such loan shall not exceed one hundred percent of the fair market value of the property to be refinanced or acquired after rehabilitation work has been completed;

(c) That the estimated useful life of the housing accommodation, after rehabilitation, in the case of a rehabilitation loan, is greater than the term of the insurable mortgage;

(d) That the housing facility after purchase or rehabilitation will not contain any substantial violation of housing, building, or sanitary codes which would make the housing so unsafe that it presents a danger to the occupants or the public health or safety.
C.R.S. § 7-103-103 — CO Code / Title 7 / Article 103 / Section 7-103-103
7-103-103. Emergency powers
Status: in_force

7-103-103. Emergency powers. (1) In anticipation of or during an emergency defined in subsection (4) of this section, the board of directors may:

(a) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and

(b) Relocate the principal office or additional offices or regional offices, or authorize the officers to do so.

(2) During an emergency as contemplated in subsection (4) of this section, unless emergency bylaws provide otherwise:

(a) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication or radio; and

(b) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

(3) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:

(a) Binds the corporation; and

(b) May not be the basis for the imposition of liability on any director, officer, employee, or agent of the corporation on the ground that the action was not authorized corporate action.

(4) An emergency exists for purposes of this section if a quorum of the directors cannot readily be obtained because of some catastrophic event.
C.R.S. § 7-101-501 — CO Code / Title 7 / Article 101 / Part 5 / Section 7-101-501
7-101-501. Short title
Status: in_force

7-101-501. Short title. This part 5 shall be known and may be cited as the "Public Benefit Corporation Act of Colorado".
C.R.S. § 7-62-401 — CO Code / Title 7 / Article 62 / Part 4 / Section 7-62-401
7-62-401. Admission of general partners
Status: in_force

7-62-401. Admission of general partners. (1) After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not so provide, with the written consent of all partners.

(1.5) A person may be admitted as a general partner to a limited partnership 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) Upon the withdrawal of the last remaining general partner, unless otherwise provided in writing in the partnership agreement for the admission of a general partner, one or more persons who consent to be general partners shall be admitted as follows:

(a) A majority of the limited partners may admit one or more general partners; and

(b) If a majority of the limited partners fails to act within a reasonable time, 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 shall, upon the application of any limited partner, admit one or more general partners. Such court may appoint a custodian to manage the business of the limited partnership during the pendency of the proceedings.

(3) Subsection (2) of this section shall not apply to a limited partnership formed prior to June 3, 1997, if on or before one year after June 3, 1997, one or more partners signs and delivers to a general partner an election in writing against the application of subsection (2) of this section. The general partner shall file any such election with the records required to be kept by section 7-62-105. The absence of such an election in the records shall give rise to a presumption that no such election has been delivered.
C.R.S. § 7-56-718 — CO Code / Title 7 / Article 56 / Part 7 / Section 7-56-718
7-56-718. Certain assignments of assets in dissolution
Status: in_force

7-56-718. Certain assignments of assets in dissolution. In the winding up of the affairs of a cooperative when certain assets are not liquid and secured creditors having claim on these assets have been satisfied, the trustees in liquidation or other persons charged with winding up the cooperative's affairs are authorized to make assignment of such assets to the unsecured creditors in settlement of their claims. If assignment is refused in writing, and in the judgment of the trustees there is no liquidity or market value and the costs involved in delaying the winding up of the affairs of the cooperative exceed the potential benefits, the trustees are authorized to assign the assets or future proceeds to any local or statewide nonprofit organization that has as one of its principal purposes education or community service. The trustees shall under no circumstances be liable to any member or equity holder in the cooperative for any claim on any assets assigned by the trustees pursuant to the authority of this section.
C.R.S. § 7-56-507 — CO Code / Title 7 / Article 56 / Part 5 / Section 7-56-507
7-56-507. Application of other laws
Status: in_force

7-56-507. Application of other laws. (1) If a matter is not addressed in this article, the "Colorado Business Corporation Act", articles 101 to 117 of this title, shall apply to the cooperatives formed under or subject to this article; except that a cooperative may elect to have the provisions of the "Colorado Revised Nonprofit Corporation Act", articles 121 to 137 of this title, apply to it if such cooperative does so in its articles or by a resolution of its members that is delivered to the secretary of state for filing pursuant to part 3 of article 90 of this title that states that the cooperative elects to have the provisions of the "Colorado Revised Nonprofit Corporation Act", articles 121 to 137 of this title, apply to it. A cooperative may revoke such election by amending its articles or by delivering to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of change that states that the cooperative revokes its election to have the provisions of the "Colorado Revised Nonprofit Corporation Act", articles 121 to 137 of this title, apply to it and that the revocation of such election has been approved by resolution of its members.

(2) Any exemptions under any existing law applying to goods or agricultural products in the possession or under the control of an individual producer shall apply similarly and completely to such goods or products when delivered by its members to, and in the possession or under the control of, the cooperative.
C.R.S. § 7-103-106 — CO Code / Title 7 / Article 103 / Section 7-103-106
7-103-106. Ratification of defective corporate actions - definitions
Status: in_force

7-103-106. Ratification of defective corporate actions - definitions. (1) Defective corporate actions. (a) A defective corporate action is not void or voidable if ratified in accordance with subsection (2) of this section or validated in accordance with subsection (7) of this section.

(b) Ratification under subsection (2) of this section or validation under subsection (7) of this section is not the exclusive means of ratifying or validating any defective corporate action, and the absence or failure of ratification or validation in accordance with this section does not, of itself, affect the validity or effectiveness of any corporate action properly ratified under common law or otherwise, nor does it create a presumption that any such corporate action is or was a defective corporate action or void or voidable.

(c) In the case of an overissue, putative shares are valid shares effective as of the date originally issued or purportedly issued upon:

(I) The effectiveness under this section and under article 110 of this title 7 of an amendment to the articles of incorporation authorizing, designating, or creating the shares; or

(II) The effectiveness of any other corporate action under this section ratifying the authorization, designation, or creation of the shares.

(2) Ratification of defective corporate actions. (a) To ratify a defective corporate action under this section other than the ratification of an election of the initial board of directors under subsection (2)(b) of this section, the board of directors must take action ratifying the action in accordance with subsection (3) of this section, stating:

(I) The defective corporate action to be ratified and, if the defective corporate action involved the issuance of putative shares, the number and type of putative shares purportedly issued;

(II) The date of the defective corporate action;

(III) The nature of the failure of authorization with respect to the defective corporate action to be ratified; and

(IV) That the board of directors approves the ratification of the defective corporate action.

(b) If a defective corporate action to be ratified relates to the election of the initial board of directors under section 7-102-105 (1)(a), a majority of the persons who, at the time of the ratification, are exercising the powers of directors may take an action stating:

(I) The name of the person or persons who first took action in the name of the corporation as the initial board of directors;

(II) The earlier of the date on which the persons first took the action or were purported to have been elected as the initial board of directors; and

(III) That the ratification of the election of the person or persons as the initial board of directors is approved.

(c) If any provision of articles 101 to 117 of this title 7, the articles of incorporation or bylaws, or a corporate resolution or any plan or agreement to which the corporation is a party in effect at the time action under subsection (2)(a) of this section is taken requires shareholder approval or would have required shareholder approval at the date of the occurrence of the defective corporate action, the ratification of the defective corporate action approved in the action taken by the board of directors under subsection (2)(a) of this section must be submitted to the shareholders for approval in accordance with subsection (3) of this section.

(d) Unless otherwise provided in the action taken by the board of directors under subsection (2)(a) of this section, after the action by the board of directors has been taken and, if required, approved by the shareholders, the board of directors may abandon the ratification at any time before the validation effective time without further action of the shareholders.

(3) Action on ratification. (a) The quorum and voting requirements applicable to a ratifying action by the board of directors under subsection (2) of this section are the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time such ratifying action is taken.

(b) If the ratification of the defective corporate action requires approval by the shareholders under subsection (2)(c) of this section and if the approval is to be given at a meeting, the corporation shall notify each holder of valid and putative shares, regardless of whether entitled to vote, as of the record date for notice of the meeting. The notice must state that the purpose, or one of the purposes, of the meeting is to consider ratification of a defective corporate action and must be accompanied by:

(I) Either a copy of the written action taken by the board of directors in accordance with subsection (2)(a) of this section or the information required by subsections (2)(a)(I) to (2)(a)(IV) of this section; and

(II) A statement that any claim that the ratification of the defective corporate action and any putative shares issued as a result of the defective corporate action should not be effective, or should be effective only on certain conditions, must be brought within one hundred twenty days after the applicable validation effective time.

(c) Except as provided in subsection (3)(d) of this section with respect to the voting requirements to ratify the election of a director, the quorum and voting requirements applicable to the approval by the shareholders required by subsection (2)(c) of this section are the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time of the shareholder approval, not the requirements for shareholder approval existing at the time that the defective corporate action requiring the ratification was originally taken.

(d) The approval by shareholders to ratify the election of a director requires that the votes cast within the voting group favoring the ratification exceed the votes cast opposing the ratification of the election at a meeting at which a quorum is present.

(e) Holders of putative shares on the record date for determining the shareholders entitled to vote on any matter submitted to shareholders under subsection (2)(c) of this section, and without giving effect to any ratification of putative shares that becomes effective as a result of such vote, are not entitled to vote and shall not be counted for quorum purposes in any vote to approve the ratification of any defective corporate action.

(f) If the approval under this section of putative shares would result in an overissue, in addition to the approval required by subsection (2) of this section, approval of an amendment to the articles of incorporation under article 110 of this title 7 to increase the number of shares of an authorized class or series or to authorize the creation of a class or series of shares as necessary to preclude an overissue is also required.

(4) Notice requirements. (a) (I) Except as set forth in subsection (4)(a)(II) of this section and unless shareholder approval is required under subsection (2)(c) of this section, prompt notice of an action taken under subsection (2) of this section shall be given to each holder of valid and putative shares, regardless of whether entitled to vote, as of:

(A) The date of the action by the board of directors; and

(B) The date of the defective corporate action ratified.

(II) Notice is not required to be given to holders of valid and putative shares whose identities or addresses for notice cannot be determined from the records of the corporation.

(b) The notice must contain:

(I) Either a copy of the written action taken by the board of directors in accordance with subsection (2)(a) or (2)(b) of this section or the information required by subsections (2)(a)(I) to (2)(a)(IV) or (2)(b)(I) to (2)(b)(III) of this section, as applicable; and

(II) A statement that any claim that the ratification of the defective corporate action and any putative shares issued as a result of the defective corporate action should not be effective, or should be effective only on certain conditions, must be brought within one hundred twenty days after the applicable validation effective time.

(c) Notice under this section is not required with respect to any action required to be submitted to shareholders for approval under subsection (2)(c) of this section if notice is given in accordance with subsection (4)(b) of this section.

(d) A notice required by this section may be given in any manner permitted by section 7-90-105 and, for any corporation subject to the reporting requirements of section 13 or 15 (d) of the federal "Securities Exchange Act of 1934", as amended, 15 U.S.C. sec. 78m and 15 U.S.C. sec. 78m (d), may be given by means of a filing or furnishing of the notice with the United States securities and exchange commission.

(e) The failure to give the notice does not invalidate the ratification of the defective corporate action.

(5) Effect of ratification. From and after the validation effective time, and without regard to the one-hundred-twenty-day period during which a claim may be brought under subsection (7) of this section:

(a) Each defective corporate action ratified in accordance with subsection (2) of this section is not void or voidable as a result of the failure of authorization identified in the action taken under subsection (2)(a) or (2)(b) of this section and shall be deemed a valid corporate action effective as of the date of the defective corporate action;

(b) The issuance of each putative share or fraction of a putative share purportedly issued pursuant to a defective corporate action identified in the action taken under subsection (2) of this section is not void or voidable, and each such putative share or fraction of a putative share shall be deemed to be an identical share or fraction of a valid share as of the time it was purportedly issued; and

(c) Any corporate action taken after the defective corporate action ratified in accordance with this section in reliance on the defective corporate action having been validly effected and any subsequent defective corporate action resulting directly or indirectly from the original defective corporate action is valid as of the time taken.

(6) Filings. (a) If the defective corporate action ratified under this section would have required under any other section of articles 101 to 117 of this title 7 a filing in accordance with articles 101 to 117 of this title 7, then, regardless of whether a filing was previously made with respect to the defective corporate action and in lieu of a filing otherwise required by articles 101 to 117 of this title 7, the corporation shall file articles of amendment in accordance with this section, and the articles of amendment amend or substitute for any other filing with respect to the defective corporate action required by articles 101 to 117 of this title 7.

(b) The articles of amendment must set forth in an attachment to the articles:

(I) The defective corporate action that is the subject of the articles of amendment including, in the case of any defective corporate action involving the issuance of putative shares, the number and type of putative shares issued and the date or dates upon which the putative shares were purported to have been issued;

(II) The date of the defective corporate action;

(III) The nature of the failure of authorization with respect to the defective corporate action;

(IV) A statement that the defective corporate action was ratified in accordance with subsection (2) of this section, including the date on which the board of directors ratified the defective corporate action and the date, if any, on which the shareholders approved the ratification of the defective corporate action; and

(V) The information required by subsection (6)(c) of this section.

(c) The articles of amendment must also contain the following information in an attachment to the articles:

(I) If a filing was previously made with respect to the defective corporate action and no changes to the filing are required to give effect to the ratification of the defective corporate action in accordance with subsection (2) of this section, the articles of amendment must set forth:

(A) The name, title, and filing date of the filing previously made and any articles of correction to that filing; and

(B) A statement that a copy of the filing previously made, together with any articles of correction to that filing, is attached as an exhibit to the articles of amendment;

(II) If a filing was previously made with respect to the defective corporate action and the filing requires any change to give effect to the ratification of the defective corporate action in accordance with this subsection (6)(c), the articles of amendment must set forth:

(A) The name, title, document number, and filing date of the filing previously made and any articles of correction to that filing;

(B) A statement that a filing containing all of the information required to be included under the applicable section or sections of articles 101 to 117 of this title 7 to give effect to the defective corporate action is attached as an exhibit to the articles of amendment; and

(C) The date and time that the filing is deemed to have become effective; or

(III) If a filing was not previously made with respect to the defective corporate action and the defective corporate action ratified under subsection (2) of this section would have required a filing under any other section of articles 101 to 117 of this title 7, the articles of amendment must set forth:

(A) A statement that a filing containing all of the information required to be included under the applicable section or sections of articles 101 to 117 of this title 7 to give effect to the defective corporate action is attached as an exhibit to the articles of amendment; and

(B) The date and time that the filing is deemed to have become effective.

(7) Judicial proceedings regarding validity of corporate actions. (a) Upon application by the corporation, any successor entity to the corporation, a director of the corporation, any beneficial owner of the corporation, including any such beneficial owner as of the date of the defective corporate action ratified under subsection (2) of this section, or any other person claiming to be substantially and adversely affected by a ratification under subsection (2) of this section, the court authorized to act under section 7-107-103 may:

(I) Determine the validity and effectiveness of any corporate action or defective corporate action;

(II) Determine the validity and effectiveness of any ratification under subsection (2) of this section;

(III) Determine the validity of any putative shares; and

(IV) Modify or waive any of the procedures specified in subsection (2) or (3) of this section to ratify a defective corporate action.

(b) In connection with an action under this section, the court may make such findings or orders, and take into account any factors or considerations, regarding such matters as it deems proper under the circumstances.

(c) Service of process of the application under subsection (7)(a) of this section on the corporation may be made in any manner provided by statute of this state or by rule of the applicable court for service on the corporation, and no other party need be joined in order for the court to adjudicate the matter. In an action filed by the corporation, the court may require notice of the action be provided to other persons specified by the court and permit such other persons to intervene in the action.

(d) Notwithstanding any other provision of this section or otherwise under applicable law, any action asserting that the ratification of a defective corporate action and any putative shares issued as a result of the defective corporate action should not be effective, or should be effective only on certain conditions, must be brought within one hundred twenty days after the validation effective time.

(8) Definitions. As used in this section:

(a) "Corporate action" means any action taken by or on behalf of the corporation, including any action taken by the incorporator, the board of directors, a committee of the board of directors, an officer or agent of the corporation, or the shareholders.

(b) "Date of the defective corporate action" means the date, or the approximate date if the exact date is unknown, on which the defective corporate action was purported to have been taken.

(c) "Defective corporate action" means:

(I) Any corporate action purportedly taken that is, and at the time the corporate action was purportedly taken would have been, within the power of the corporation, without regard to the failure of authorization identified in subsection (2)(a) of this section, but is void or voidable due to a failure of authorization; and

(II) An overissue.

(d) "Failure of authorization" means the failure to authorize, approve, or otherwise effect a corporate action in compliance with any of the following, if and to the extent the failure would render the corporate action void or voidable:

(I) Articles 101 to 117 of this title 7;

(II) The articles of incorporation or bylaws;

(III) A corporate resolution or any plan or agreement to which the corporation is a party; or

(IV) The disclosure set forth in any proxy or consent solicitation statement.

(e) "Overissue" means the purported issuance of:

(I) Shares of a class or series in excess of the number of shares of a class or series the corporation has the power to issue under section 7-106-101 at the time of the issuance; or

(II) Shares of any class or series that are not then authorized for issuance by the articles of incorporation.

(f) "Putative shares" means the shares of any class or series, including shares issued upon the exercise of rights, options, warrants, or other securities convertible into shares of the corporation, or interests with respect to the shares, that were created or issued as a result of a defective corporate action, that:

(I) But for any failure of authorization, would constitute valid shares; or

(II) Cannot be determined by the board of directors to be valid shares.

(g) (I) "Validation effective time", with respect to any defective corporate action ratified under this section, means the later of:

(A) The time at which the ratification of the defective corporate action is approved by the shareholders or, if approval of shareholders is not required, the time at which the notice required by subsection (4) of this section takes effect in accordance with section 7-90-105; and

(B) The time at which any articles of amendment filed in accordance with subsection (6) of this section become effective.

(II) The validation effective time is not affected by the filing or pendency of a judicial proceeding under subsection (7) of this section or otherwise, unless otherwise ordered by the court.

(h) "Valid shares" means the shares of any class or series that have been duly authorized and validly issued in accordance with articles 101 to 117 of this title 7, including as a result of ratification or validation under this section.
C.R.S. § 7-61-105 — CO Code / Title 7 / Article 61 / Section 7-61-105
7-61-105. Limited partner's contribution
Status: in_force

7-61-105. Limited partner's contribution. The contributions of a limited partner may be cash or other property but not services.
C.R.S. § 7-62-1104 — CO Code / Title 7 / Article 62 / Part 11 / Section 7-62-1104
7-62-1104. Rules for cases not provided for in this article - registration as limited liabi
Status: in_force

7-62-1104. Rules for cases not provided for in this article - registration as limited liability limited partnership. (1) For any limited partnership formed under this article on or after August 10, 2016, article 64 of this title governs to the extent applicable in any case not otherwise provided for in this article.

(2) For any limited partnership formed under this article before August 10, 2016, in any case not provided for in this article, either article 60 or 64 of this title governs, to the extent applicable, as follows:

(a) A limited partnership may elect to be governed by article 64 of this title by delivering to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a certificate of limited partnership or a certificate of amendment of limited partnership that includes a declaration that it elects to be governed by such article. If the election is made by a certificate of amendment, the certificate of amendment must be approved by all general partners, notwithstanding section 7-62-204 (1)(b).

(b) A limited partnership that has made the election in paragraph (a) of this subsection (2) is governed by article 64 of this title.

(c) A limited partnership that has not made the election in paragraph (a) of this subsection (2) is governed by article 60 of this title.
C.R.S. § 7-126-302 — CO Code / Title 7 / Article 126 / Part 3 / Section 7-126-302
7-126-302. Termination, expulsion, or suspension
Status: in_force

7-126-302. Termination, expulsion, or suspension. (1) Unless otherwise provided by the bylaws, no member of a nonprofit corporation may be expelled or suspended, and no membership or memberships in such nonprofit corporation may be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith.

(2) For purposes of this section, a procedure is fair and reasonable when either:

(a) The bylaws or a written policy of the board of directors state a procedure that provides:

(I) Not less than fifteen days prior written notice of the expulsion, suspension, or termination and the reasons therefor; and

(II) An opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, termination, or suspension not take place; or

(b) It is fair and reasonable taking into consideration all of the relevant facts and circumstances.

(3) For purposes of this section, any written notice given by mail must be given by first-class or certified mail sent to the last address of the member shown on the nonprofit corporation's records.

(4) Unless otherwise provided by the bylaws, any proceeding challenging an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the expulsion, suspension, or termination.

(5) Unless otherwise provided by the bylaws, a member who has been expelled or suspended may be liable to the nonprofit corporation for dues, assessments, or fees as a result of obligations incurred or commitments made prior to expulsion or suspension.
C.R.S. § 7-50-102 — CO Code / Title 7 / Article 50 / Section 7-50-102
7-50-102. Affidavit of chairperson
Status: in_force

7-50-102. Affidavit of chairperson. (1) The chairperson or secretary of such meeting, within a reasonable time after the meeting, shall file in the office of the secretary of state an affidavit substantially in the following form:

STATE OF COLORADO )

) ss.

County of ................................................)

I do solemnly swear (or affirm) that at a meeting of the members of the (here insert the name used by the church, congregation, or society before the incorporation) held at .........., in the county of .........., and State of Colorado, on the ........ day of ........, A.D. 20...., the following persons (here insert the names) were elected, appointed, or selected as members of the governing board (under whatever title the organization designates said members, whose powers and duties are similar to those of trustees or directors of a corporation organized for profit), adopted as its corporate name (here insert the name), and at said meeting this affiant acted as chairperson (or secretary, as the fact may be).

...............................................

(Name of affiant)

Subscribed and sworn to before me this ............. day of ........., A.D. 20....

(2) A fee that shall be determined and collected pursuant to section 24-21-104 (3), C.R.S., shall be charged for filing the affidavit of incorporation. When a true copy of such affidavit is presented to the secretary of state, the secretary of state shall certify it for a fee that shall be determined and collected pursuant to section 24-21-104 (3), C.R.S., as a true copy of the original affidavit on file in the records of the secretary of state, showing the date the original affidavit was filed.

(3) A certified copy of such affidavit shall be recorded in the office of the clerk and recorder of the county in which the corporation was organized and also in every county in which the corporation owns real estate. The affidavit of incorporation may also contain other provisions for the management and conduct of the affairs of the corporation, creating, defining, limiting, and regulating the powers of the corporation, the governing board, officers, and members thereof.
C.R.S. § 7-128-402 — CO Code / Title 7 / Article 128 / Part 4 / Section 7-128-402
7-128-402. Limitation of certain liabilities of directors and officers
Status: in_force

7-128-402. Limitation of certain liabilities of directors and officers. (1) If so provided in the articles of incorporation, the nonprofit corporation shall eliminate or limit the personal liability of a director to the nonprofit corporation or to its members for monetary damages for breach of fiduciary duty as a director; except that any such provision shall not eliminate or limit the liability of a director to the nonprofit corporation or to its members for monetary damages for any breach of the director's duty of loyalty to the nonprofit corporation or to its members, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, acts specified in section 7-128-403 or 7-128-501 (2), or any transaction from which the director directly or indirectly derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director to the nonprofit corporation or to its members for monetary damages for any act or omission occurring before the date when such provision becomes effective.

(2) No director or officer shall be personally liable for any injury to person or property arising out of a tort committed by an employee unless such director or officer was personally involved in the situation giving rise to the litigation or unless such director or officer committed a criminal offense in connection with such situation. The protection afforded in this subsection (2) shall not restrict other common law protections and rights that a director or officer may have. This subsection (2) shall not restrict the nonprofit corporation's right to eliminate or limit the personal liability of a director to the nonprofit corporation or to its members for monetary damages for breach of fiduciary duty as a director as provided in subsection (1) of this section.
C.R.S. § 7-62-805 — CO Code / Title 7 / Article 62 / Part 8 / Section 7-62-805
7-62-805. Domestic entity names - dissolution - repeal
Status: repealed

7-62-805. Domestic entity names - dissolution - repeal. (Repealed)
C.R.S. § 7-45-107 — CO Code / Title 7 / Article 45 / Section 7-45-107
7-45-107. Construction safety standards
Status: in_force

7-45-107. Construction safety standards. When constructing and maintaining a toll road or toll highway or any other element of a toll road or toll highway project, a toll road or toll highway company shall comply with all department of transportation safety standards for state transportation projects.
C.R.S. § 7-90-802 — CO Code / Title 7 / Article 90 / Part 8 / Section 7-90-802
7-90-802. Consequences of transacting business or conducting activities without authority
Status: in_force

7-90-802. Consequences of transacting business or conducting activities without authority. (1) (a) No foreign entity transacting business or conducting activities in this state without authority, nor anyone on its behalf, shall be permitted to maintain a proceeding in any court in this state for the collection of its debts until a statement of foreign entity authority for the foreign entity is filed in the records of the secretary of state.

(b) A court may stay a proceeding commenced by a foreign entity until it determines whether the foreign entity should have a statement of foreign entity authority on file with the secretary of state. If the court determines that the foreign entity should have a statement of foreign entity authority on file with the secretary of state, the court may further stay the proceeding until there is a statement of foreign entity authority on file with the secretary of state with respect to the foreign entity. If a foreign entity has a statement of foreign entity authority on file with the secretary of state, no proceeding in any court in this state to which the foreign entity is a party shall, after the effective date of such statement of foreign entity authority, be dismissed by reason of a statement of foreign entity authority not being on file with the secretary of state with respect to the foreign entity.

(2) A foreign entity that transacts business or conducts activities in this state without being authorized to do so shall be liable to this state in an amount equal to the fee as prescribed by the secretary of state from time to time, not to exceed one hundred dollars for each calendar year or part of a calendar year during which it transacted business or conducted activities in this state without being authorized to do so, plus all penalties imposed by this state pursuant to subsection (3) of this section for failure to pay such fees. No statement of foreign entity authority shall be filed until payment of the amounts due under this subsection (2) and subsection (3) of this section is made.

(3) A foreign entity that transacts business or conducts activities in this state without having a statement of foreign entity authority on file in the records of the secretary of state shall be subject to a civil penalty, payable to this state, not to exceed five thousand dollars.

(4) The amounts due to this state under the provisions of subsection (2) of this section and the civil penalties set forth in subsection (3) of this section may be recovered in an action brought by the attorney general in the district court in and for the city and county of Denver. Upon a finding by the court that a foreign entity or any of its managers or agents on its behalf has transacted business or conducted activities in this state in violation of this part 8, the court may issue, in addition to or in lieu of the imposition of a civil penalty, an injunction restraining the further transaction of business or conducting of activities by the foreign entity and the managers and agents, and the further exercise of any rights and privileges of an entity in this state until all amounts plus any interest and court costs that the court may assess have been paid, and until the foreign entity has otherwise complied with this part 8.

(5) Notwithstanding subsection (1) of this section, the transaction of business or conducting of activities in this state by a foreign entity without having a statement of foreign entity authority on file in the records of the secretary of state does not impair the validity of the acts of the foreign entity or prevent it from defending any proceeding in this state.
C.R.S. § 7-49.5-105 — CO Code / Title 7 / Article 49.5 / Section 7-49.5-105
7-49.5-105. Foreign-trade zone - site
Status: in_force

7-49.5-105. Foreign-trade zone - site. Any corporation making an application for a grant of the privilege to establish, operate, and maintain a foreign-trade zone may select and describe the site of such foreign-trade zone in accordance with the act and rules and regulations promulgated thereunder.
C.R.S. § 7-49.5-102 — CO Code / Title 7 / Article 49.5 / Section 7-49.5-102
7-49.5-102. Legislative declaration
Status: in_force

7-49.5-102. Legislative declaration. The general assembly hereby finds and declares that it is in the best interests of the state of Colorado to maintain this state's economic and commercial viability in the world of national and international commerce by providing incentives to encourage growth in existing industries and to attract new industry. To that end, foreign-trade zones are established, operated, and maintained pursuant to a grant of privilege from the foreign-trade zones board upon proper application in accordance with the "Foreign-trade Zones Act of 1934", 19 U.S.C. sec. 81. This article is enacted to allow designated corporations, including the city and county of Denver, to make application for such grant of the privilege to establish such a foreign-trade zone in Colorado.
C.R.S. § 7-55-103 — CO Code / Title 7 / Article 55 / Section 7-55-103
7-55-103. Bylaws
Status: in_force

7-55-103. Bylaws. (1) Each association formed under this article shall, within thirty days after filing its articles of incorporation with the secretary of state, adopt bylaws for the government and management of its affairs that are not inconsistent with this article. Such bylaws may be amended or modified in such manner as the bylaws may provide. Such bylaws may include:

(a) The time, place, and manner of conducting its meetings;

(b) The number and term of directors and the time of their election;

(c) The mode and manner of removal of directors and the mode and manner of filling vacancies in the board caused by death, resignation, or removal;

(d) The power and authority of directors and number which shall constitute a quorum, which must be at least a majority;

(e) The compensation of directors and officers;

(f) The number of officers other than directors, if any, their term of office, the mode of removal, and the method of filling a vacancy;

(g) The mode and manner of conducting business;

(h) The mode and manner of conducting elections and provisions for voting by ballots forwarded by mail or otherwise;

(i) The qualifications for membership, manner of succession, and conditions for withdrawal or expulsion;

(j) The amount of membership fee, conditions of membership, procedures for acquiring capital, and the limitations of dividends on stock or interest on equity capital;

(k) The manner of collection or enforcement procedures and the forfeiture of property rights and interests for nonpayment or nonperformance;

(l) The method of determination of property rights and interests and time by which it shall be paid or delivered to such member or the member's representative upon withdrawal, expulsion, or death;

(m) Such other things as may be proper to carry out the purpose for which the association was formed.
C.R.S. § 7-129-101 — CO Code / Title 7 / Article 129 / Section 7-129-101
7-129-101. Indemnification definitions
Status: in_force

7-129-101. Indemnification definitions. As used in this article:

(1) "Director" means an individual who is or was a director of a nonprofit corporation or an individual who, while a director of a nonprofit corporation, is or was serving at the nonprofit corporation's request as a director, officer, partner, member, manager, trustee, employee, fiduciary, or agent of another domestic or foreign entity or of an employee benefit plan. A director is considered to be serving an employee benefit plan at the nonprofit corporation's request if the director's duties to the nonprofit corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a deceased director.

(2) "Expenses" includes counsel fees.

(3) "Liability" means the obligation incurred with respect to a proceeding to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses.

(4) "Nonprofit corporation" includes any domestic or foreign entity that is a predecessor of a nonprofit corporation by reason of a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.

(5) "Official capacity" means, when used with respect to a director, the office of director in a nonprofit corporation and, when used with respect to a person other than a director as contemplated in section 7-129-107, the office in a nonprofit corporation held by the officer or the employment, fiduciary, or agency relationship undertaken by the employee, fiduciary, or agent on behalf of the nonprofit corporation. "Official capacity" does not include service for any other domestic or foreign corporation, nonprofit corporation, or other person or employee benefit plan.

(6) "Party" includes a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding.

(7) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.
C.R.S. § 7-106-206 — CO Code / Title 7 / Article 106 / Part 2 / Section 7-106-206
7-106-206. Form and content of certificates
Status: in_force

7-106-206. Form and content of certificates. (1) Shares may, but need not, be represented by certificates. Unless articles 101 to 117 of this title or another statute expressly provide otherwise, the rights and obligations of shareholders are not affected by the fact that their shares are not represented by certificates.

(2) Each share certificate shall state on its face:

(a) The domestic entity name of the issuing corporation and that the corporation is incorporated under the law of this state;

(b) The name of the person to whom the certificate is issued; and

(c) The number and class of shares and the designation of the series, if any, the certificate represents.

(3) Each share certificate:

(a) Shall be signed, either manually or in facsimile, by one or more officers designated in the bylaws or by the board of directors;

(b) May bear the corporate seal or its facsimile; and

(c) May contain such other information as the corporation deems necessary or appropriate.

(4) If the issuing corporation is authorized to issue different classes of shares or different series within a class, the share certificate shall contain a summary, on the front or the back, of the designations, preferences, limitations, and relative rights applicable to each class, the variations in preferences, limitations, and rights determined for each series, and the authority of the board of directors to determine variations for future classes or series. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish to the shareholder this information on request in writing and without charge.

(5) If the person who signed, either manually or in facsimile, a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.
C.R.S. § 7-106-402 — CO Code / Title 7 / Article 106 / Part 4 / Section 7-106-402
7-106-402. Unclaimed distributions
Status: in_force

7-106-402. Unclaimed distributions. If a corporation has mailed three successive distributions to a shareholder addressed to the shareholder's address shown on the corporation's current record of shareholders and the distributions have been returned as undeliverable, no further attempt to deliver distributions to the shareholder need be made until another address for the shareholder is made known to the corporation, at which time all distributions accumulated by reason of this section shall, except as otherwise provided by law, be mailed to the shareholder at such other address.
C.R.S. § 7-80-706 — CO Code / Title 7 / Article 80 / Part 7 / Section 7-80-706
7-80-706. Voting
Status: in_force

7-80-706. Voting. (1) Subject to the provisions of this article that require majority or unanimous consent, vote, or agreement of the members, the operating agreement may grant to all or a stated group of the members the right to consent, vote, or agree, on a per capita or other basis, upon any matter.

(2) Any member may vote in person or by proxy.
C.R.S. § 7-61-124 — CO Code / Title 7 / Article 61 / Section 7-61-124
7-61-124. Distribution of assets
Status: in_force

7-61-124. Distribution of assets. (1) In settling accounts after dissolution, the liabilities of the partnership shall be entitled to payment in the following order:

(a) Those to creditors, in the order of priority as provided by law, except those to limited partners on account of their contributions and to general partners;

(b) Those to limited partners in respect to their share of the profits and other compensation by way of income on their contributions;

(c) Those to limited partners in respect to the capital of their contributions;

(d) Those to general partners other than for capital and profits;

(e) Those to general partners in respect to profits;

(f) Those to general partners in respect to capital.

(2) Subject to any statement in the certificate or to subsequent agreement, limited partners share in the partnership assets in respect to their claims for capital and in respect to their claims for profits or for compensation by way of income on their contributions respectively, in proportion to the respective amounts of such claims.
C.R.S. § 7-112-102 — CO Code / Title 7 / Article 112 / Section 7-112-102
7-112-102. Sale of property requiring shareholder approval
Status: in_force

7-112-102. Sale of property requiring shareholder approval. (1) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, with or without its good will, other than in the usual and regular course of business on the terms and conditions and for the consideration determined by the board of directors, if the board of directors proposes and the shareholders approve the transaction. A sale, lease, exchange, or other disposition of all, or substantially all, of the property of a corporation, with or without its good will, in connection with its dissolution, other than in the usual and regular course of business, and other than pursuant to a court order, shall be subject to the requirements of this section; but a sale, lease, exchange, or other disposition of all, or substantially all, of the property of a corporation, with or without its good will, pursuant to a court order shall not be subject to the requirements of this section.

(2) If a corporation is entitled to vote or otherwise consent, other than in the usual and regular course of its business, with respect to the sale, lease, exchange, or other disposition of all, or substantially all, of the property with or without the good will of another entity which it controls, and if the shares or other interests held by the corporation in such other entity constitute all, or substantially all, of the property of the corporation, then the corporation shall consent to such transaction only if the board of directors proposes and the shareholders approve the giving of consent.

(3) For a transaction described in subsection (1) of this section or a consent described in subsection (2) of this section to be approved by the shareholders:

(a) The board of directors shall recommend the transaction or the consent to the shareholders unless the board of directors determines that, because of conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the shareholders with the submission of the transaction; and

(b) The shareholders entitled to vote on the transaction or the consent shall approve the transaction or the consent as provided in subsection (6) of this section.

(4) The board of directors may condition the effectiveness of the transaction or the consent on any basis.

(5) The corporation shall give notice, in accordance with section 7-107-105, to each shareholder entitled to vote on the transaction described in subsection (1) of this section or the consent described in subsection (2) of this section, of the shareholders' meeting at which the transaction or the consent will be voted upon. The notice shall:

(a) State that the purpose, or one of the purposes, of the meeting is to consider:

(I) In the case of action pursuant to subsection (1) of this section, the sale, lease, exchange, or other disposition of all, or substantially all, of the property of the corporation; or

(II) In the case of action pursuant to subsection (2) of this section, the corporation's consent to the sale, lease, exchange, or other disposition of all, or substantially all, of the property of another entity (which entity shall be identified in the notice), shares or other interests of which are held by the corporation and constitute all, or substantially all, of the property of the corporation; and

(b) Contain or be accompanied by a description of the transaction, in the case of action pursuant to subsection (1) of this section, or by a description of the transaction underlying the consent, in the case of action pursuant to subsection (2) of this section.

(6) Unless articles 101 to 117 of this title (including the provisions of section 7-117-101 (9)), the articles of incorporation, bylaws adopted by the shareholders, or the board of directors acting pursuant to subsection (4) of this section require a greater vote, the transaction described in subsection (1) of this section or the consent described in subsection (2) of this section shall be approved by each voting group entitled to vote separately on the transaction or consent by a majority of all the votes entitled to be cast on the transaction or the consent by that voting group.

(7) After a transaction described in subsection (1) of this section or a consent described in subsection (2) of this section is authorized, the transaction may be abandoned or the consent withheld or revoked, subject to any contractual rights or other limitations on such abandonment, withholding, or revocation, without further shareholder action.

(8) A transaction that constitutes a distribution is governed by section 7-106-401 and not by this section.
C.R.S. § 7-40-112 — CO Code / Title 7 / Article 40 / Section 7-40-112
7-40-112. Effect of merger or consolidation
Status: repealed

7-40-112. Effect of merger or consolidation. (Repealed)
C.R.S. § 7-74-101 — CO Code / Title 7 / Article 74 / Section 7-74-101
7-74-101. Short title
Status: in_force

7-74-101. Short title. This article shall be known and may be cited as the "Uniform Trade Secrets Act".
C.R.S. § 7-80-605 — CO Code / Title 7 / Article 80 / Part 6 / Section 7-80-605
7-80-605. Right to distribution
Status: in_force

7-80-605. Right to distribution. At the time a member becomes entitled to receive a distribution, the member has the status of and is entitled to all remedies available to a creditor of the limited liability company with respect to the distribution.
C.R.S. § 7-101-209 — CO Code / Title 7 / Article 101 / Part 2 / Section 7-101-209
7-101-209. Certificates issued by secretary of state
Status: repealed

7-101-209. Certificates issued by secretary of state. (Repealed)
C.R.S. § 7-121-401 — CO Code / Title 7 / Article 121 / Part 4 / Section 7-121-401
7-121-401. General definitions
Status: in_force

7-121-401. General definitions. As used in articles 121 to 137 of this title 7, unless the context otherwise requires:

(1) (Deleted by amendment, L. 2003, p. 2332, § 280, effective July 1, 2004.)

(2) "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 that have the effect of amending or supplementing in some respect the original or amended articles of incorporation, and shall also include:

(a) For a corporation created by special act of the general assembly or pursuant to general law, which corporation has elected to accept the provisions of articles 121 to 137 of this title, the special charter and any amendments thereto made by special act of the general assembly or pursuant to general law prior to the corporation's election to accept the provisions of said articles;

(b) For a corporation formed or incorporated under article 40, 50, or 51 of this title, which corporation has elected to accept the provisions of articles 121 to 137 of this title, the certificate of incorporation or affidavit and any amendments thereto made prior to the corporation's election to accept the provisions of said articles.

(3) (Deleted by amendment, L. 2003, p. 2332, § 280, effective July 1, 2004.)

(4) "Board of directors" means the body authorized to manage the affairs of the domestic or foreign nonprofit corporation; except that no person or group of persons are the board of directors because of powers delegated to that person or group of persons pursuant to section 7-128-101 (2).

(5) "Bylaws" means the code or codes of rules, other than the articles of incorporation, adopted pursuant to articles 121 to 137 of this title for the regulation or management of the affairs of the domestic or foreign nonprofit corporation irrespective of the name or names by which such rules are designated, and includes amended bylaws and restated bylaws.

(6) "Cash" and "money" are used interchangeably in articles 121 to 137 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.

(7) "Class" refers to a group of memberships that have the same rights with respect to voting, dissolution, redemption, and transfer. For the purpose of this section, rights shall be considered the same if they are determined by a formula applied uniformly to a group of memberships.

(8) (Deleted by amendment, L. 2000, p. 982, § 76, effective July 1, 2000.)

(9) "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.

(10) "Delegate" means any person elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters.

(11) (Deleted by amendment, L. 2003, p. 2332, § 280, effective July 1, 2004.)

(12) "Director" means a member of the board of directors.

(13) "Distribution" means the payment of a dividend or any part of the income or profit of a corporation to its members, directors, or officers.

(14) (Deleted by amendment, L. 2003, p. 2332, § 280, effective July 1, 2004.)

(15) "Effective date of notice" has the meaning set forth in section 7-121-402.

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

(16.5) "Entrance fee" means any fee or charge, including a damage deposit, paid by a person to a residential nonprofit corporation in order to become a resident member. "Entrance fee" does not include regular periodic payments for the purchase or lease of residential real estate or for the day-to-day use of facilities or services.

(17) to (20) (Deleted by amendment, L. 2003, p. 2332, § 280, effective July 1, 2004.)

(21) "Internal revenue code" means the federal "Internal Revenue Code of 1986", as amended from time to time, or to corresponding provisions of subsequent internal revenue laws of the United States of America.

(22) and (23) (Deleted by amendment, L. 2003, p. 2332, § 280, effective July 1, 2004.)

(24) "Member" means any person or persons identified as such in the articles of incorporation or bylaws pursuant to a procedure stated in the articles of incorporation or bylaws or by a resolution of the board of directors. The term "member" includes "voting member" and a stockholder in a cooperative housing corporation formed pursuant to section 38-33.5-101, C.R.S.

(25) "Membership" refers to the rights and obligations of a member or members.

(25.5) "Mutual ditch company" means a nonprofit corporation that complies with article 42 of this title.

(26) "Nonprofit corporation" or "domestic nonprofit corporation" means an entity, which is not a foreign nonprofit corporation, incorporated under or subject to the provisions of articles 121 to 137 of this title.

(27) to (29) (Deleted by amendment, L. 2003, p. 2332, § 280, effective July 1, 2004.)

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

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

(b) By the secretary of the domestic or foreign nonprofit 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.

(31) "Record date" means the date, established under article 127 of this title, on which a nonprofit corporation determines the identity of its members. 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.

(32) (Deleted by amendment, L. 2003, p. 2332, § 280, effective July 1, 2004.)

(32.5) "Residential member" means a member of a residential nonprofit corporation whose status as a member is dependent upon, or whose membership is accorded voting rights as a result of, owning or leasing specified residential real estate.

(33) (Deleted by amendment, L. 2003, p. 2332, § 280, effective July 1, 2004.)

(33.5) (a) Except as otherwise provided in paragraph (b) of this subsection (33.5), "residential nonprofit corporation" means a nonprofit corporation that has residential members.

(b) Notwithstanding subsection (33.5)(a) of this section, "residential nonprofit corporation" does not include:

(I) A unit owners' association or any other entity subject to the "Colorado Common Interest Ownership Act", article 33.3 of title 38, C.R.S., regardless of whether it was formed before, on, or after July 1, 1992;

(II) A nursing care facility licensed by the department of public health and environment under section 25-3-101, C.R.S.;

(III) An assisted living residence licensed under section 25-3-101, C.R.S.;

(IV) A life care institution regulated under article 49 of title 11; or

(V) A continuing care retirement community, as described in section 25.5-6-203, C.R.S., operated by an entity that is licensed or otherwise subject to state regulation.

(34) "Secretary" means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under section 7-128-301 (3) for the preparation and maintenance of minutes of the meetings of the board of directors and of the members and of the 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.

(35) to (37) (Deleted by amendment, L. 2003, p. 2332, § 280, effective July 1, 2004.)

(38) "Vote" includes authorization by written ballot and written consent.

(39) "Voting group" means all the members of one or more classes of members or directors that, under articles 121 to 137 of this title or the articles of incorporation or bylaws, are entitled to vote and be counted together collectively on a matter. All members or directors entitled by articles 121 to 137 of this title or the articles of incorporation or bylaws to vote generally on the matter are for that purpose a single voting group.

(40) "Voting member" means any person or persons who on more than one occasion, pursuant to a provision of a nonprofit corporation's articles of incorporation or bylaws, have the right to vote for the election of a director or directors. A person is not a voting member solely by virtue of any of the following:

(a) Any rights such person has as a delegate;

(b) Any rights such person has to designate a director or directors; or

(c) Any rights such person has as a director.
C.R.S. § 7-60-138 — CO Code / Title 7 / Article 60 / Section 7-60-138
7-60-138. Application of partnership property
Status: in_force

7-60-138. Application of partnership property. (1) When dissolution is caused in any way, except in contravention of the partnership agreement, each partner as against the other partners and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership property applied to discharge its liabilities and the surplus applied to pay in cash the net amount owing to the respective partners. But if dissolution is caused by expulsion of a partner, bona fide under the partnership agreement, and if the expelled partner is discharged from all partnership liabilities, either by payment or agreement under section 7-60-136 (2), the expelled partner shall receive in cash only the net amount due the expelled partner from the partnership.

(2) When dissolution is caused in contravention of the partnership agreement, the rights of the partners shall be as follows:

(a) Each partner who has not caused dissolution wrongfully shall have:

(I) All the rights stated in subsection (1) of this section;

(II) The right, as against each partner who has caused the dissolution wrongfully, to damages for breach of the agreement.

(b) The partners who have not caused the dissolution wrongfully, if they all desire to continue the business in the same name either by themselves or jointly with others, may do so during the agreed term of the partnership and for that purpose may possess the partnership property, if they secure the payment by bond approved by the court or pay to any partner who has caused the dissolution wrongfully the value of such partner's interest in the partnership at the dissolution, less any damages recoverable under subparagraph (II) of paragraph (a) of this subsection (2), and in like manner indemnify such partner against all present or future partnership liabilities.

(c) A partner who has caused the dissolution wrongfully shall have:

(I) If the business is not continued under the provisions of paragraph (b) of this subsection (2), all the rights of a partner under subsection (1) of this section, subject to paragraph (a)(II) of this subsection (2);

(II) If the business is continued under paragraph (b) of this subsection (2), the right as against the other partners and all claiming through them, in respect of their interests in the partnership, to have the value of such partner's interest in the partnership, less any damages caused to the other partners by the dissolution, ascertained and paid to such partner in cash or the payment secured by bond approved by the court, and to be released from all existing liabilities of the partnership; except that, in ascertaining the value of such partner's interest, the value of the goodwill of the business shall not be considered.
C.R.S. § 7-48-102 — CO Code / Title 7 / Article 48 / Section 7-48-102
7-48-102. Definitions
Status: in_force

7-48-102. Definitions. As used in this article, unless the context otherwise requires:

(1) "Board of directors" means the board of directors of a corporation created under this article.

(2) "Corporation" means a Colorado business development corporation created under the provisions of this article.

(3) "Financial institution" means any bank, trust company, savings and loan association, public or private pension or retirement fund, insurance company or related corporation, partnership, foundation, or other institution engaged in lending or investing funds.

(4) "Loan limit" for any member means the maximum amount permitted to be outstanding at one time on loans made by such member to a corporation as determined under the provisions of this article.

(5) "Member" means any financial institution which undertakes to lend money to a corporation created under this article, upon its call and in accordance with the provisions of this article.
C.R.S. § 7-42-114 — CO Code / Title 7 / Article 42 / Section 7-42-114
7-42-114. Statement of loss
Status: in_force

7-42-114. Statement of loss. If a certificate of capital stock has been lost, mislaid, or destroyed, and the stockholder, legal representative, or assignee has paid all assessments levied by the corporation against the stock, the stockholder, the stockholder's legal representative or assignee, and any lienholder named in the books of the corporation as a lienholder on the lost certificate may file with the secretary of the corporation a statement under oath that the certificate of stock has been lost, mislaid, or destroyed and that the certificate is the property of the person making the statement and has not been transferred or hypothecated by the stockholder, and demand the issuance of a duplicate certificate in accordance with this section and sections 7-42-115 to 7-42-117.
C.R.S. § 7-107-208 — CO Code / Title 7 / Article 107 / Part 2 / Section 7-107-208
7-107-208. Greater quorum or voting requirements
Status: in_force

7-107-208. Greater quorum or voting requirements. (1) The articles of incorporation or, if authorized by the articles of incorporation, bylaws adopted by the shareholders may provide for a greater quorum or voting requirement for shareholders or voting groups than is provided for by articles 101 to 117 of this title.

(2) An amendment to the articles of incorporation that adds, changes, or deletes a greater quorum or 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. § 7-60-125 — CO Code / Title 7 / Article 60 / Section 7-60-125
7-60-125. Right in specific property
Status: in_force

7-60-125. Right in specific property. (1) A partner is co-owner with the other partners of specific partnership property holding as a tenant in partnership.

(2) The incidents of tenancy in partnership are such that:

(a) A partner, subject to the provisions of this article and to any agreement between the partners, has an equal right with the other partners to possess specific partnership property for partnership purposes; except that a partner has no right to possess such property for any other purpose without the consent of the other partners;

(b) A partner's right in specific partnership property is not assignable except in connection with the assignment of rights of all the partners in the same property;

(c) A partner's right in specific partnership property is not subject to attachment or execution except on a claim against the partnership. When partnership property is attached for a partnership debt the partners, or any of them, or the representatives of a deceased partner, cannot claim any right under the homestead or exemption laws.

(d) On the death of a partner, the deceased partner's right in specific partnership property vests in the surviving partner or partners, except where the deceased partner was the last surviving partner, when the right in such property vests in the deceased partner's legal representative. The surviving partner or partners or the legal representative of the last surviving partner has no right to possess the partnership property for any but a partnership purpose.

(e) A partner's right in specific partnership property is not subject to dower, curtesy, or allowances to widows, heirs, or next of kin.
C.R.S. § 7-102-106 — CO Code / Title 7 / Article 102 / Section 7-102-106
7-102-106. Bylaws
Status: in_force

7-102-106. Bylaws. (1) The board of directors or, if no directors have been elected, the incorporators may adopt initial bylaws. If neither the incorporators nor the board of directors have adopted initial bylaws, the shareholders may do so.

(2) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or with the articles of incorporation.
C.R.S. § 7-58-304 — CO Code / Title 7 / Article 58 / Part 3 / Section 7-58-304
7-58-304. Organization of limited cooperative association
Status: in_force

7-58-304. Organization of limited cooperative association. (1) After a limited cooperative association is formed:

(a) If initial directors are named in the articles, the initial directors shall hold an organizational meeting to adopt initial bylaws and carry on any other business necessary or proper to complete the organization of the association; or

(b) If initial directors are not named in the articles, the organizers shall designate the initial directors and call a meeting of the initial directors to adopt initial bylaws and carry on any other business necessary or proper to complete the organization of the association.

(2) Unless the articles otherwise provide, the initial directors may cause the limited cooperative association to accept members, including those necessary for the association to begin business.

(3) Initial directors need not be members.

(4) An initial director serves until a successor is elected and qualified at a members meeting or the director is removed, resigns, is adjudged incompetent, or dies.
C.R.S. § 7-56-309 — CO Code / Title 7 / Article 56 / Part 3 / Section 7-56-309
7-56-309. Court-ordered inspection
Status: in_force

7-56-309. Court-ordered inspection. (1) If a cooperative refuses to allow a member, or the member's agent or attorney, who complies with section 7-56-307 to inspect or copy any records that the member is entitled to inspect or copy by said section within a prescribed time limit or, if none, within a reasonable time, the district court for the county in this state in which the street address of the cooperative's principal office is located or, if the cooperative has no principal office in this state, the district court for the county in which the street address of its registered agent is located or, if the cooperative has no registered agent, the district court for the city and county of Denver, may, on application of the member, summarily order the inspection or copying of the records demanded at the cooperative's expense.

(2) If a court orders inspection or copying of the records demanded, unless the cooperative proves that it refused inspection or copying in good faith because it had a reasonable basis for doubt about the right of the member or the member's agent or attorney to inspect or copy the records demanded:

(a) The court may order the losing party to pay the prevailing party's reasonable costs, including reasonable attorney fees;

(b) The court may order the losing party to pay the prevailing party for any damages the prevailing party shall have incurred by reason of the subject matter of the litigation;

(c) If inspection or copying is ordered pursuant to subsection (1) of this section, the court may order the cooperative to pay the member's inspection and copying expenses notwithstanding the provisions of section 7-56-307 (1); and

(d) The court may grant either party any other remedy provided by law.

(3) If a court orders inspection or copying of records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
C.R.S. § 7-126-203 — CO Code / Title 7 / Article 126 / Part 2 / Section 7-126-203
7-126-203. Creditor's action against member
Status: in_force

7-126-203. Creditor's action against member. No proceeding may be brought by a creditor to reach the liability, if any, of a member to the nonprofit corporation unless final judgment has been rendered in favor of the creditor against the nonprofit corporation and execution has been returned unsatisfied in whole or in part or unless such proceeding would be useless.
C.R.S. § 7-64-308 — CO Code / Title 7 / Article 64 / Part 3 / Section 7-64-308
7-64-308. Liability of purported partner
Status: in_force

7-64-308. Liability of purported partner. (1) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If a partnership obligation results, the purported partner is liable with respect to that obligation as if the purported partner were a partner in the partnership, and, if the partnership is a limited liability partnership, the purported partner's liability is subject to section 7-64-306 as if the purported partner were a partner in the limited liability partnership. If no partnership obligation results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.

(2) If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or partnership obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.

(3) A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.

(4) A person does not continue to be liable as a partner merely because of a failure to deliver to the secretary of state for filing a statement of dissociation or an amendment of a statement of partnership authority to indicate the partner's dissociation from the partnership.

(5) Except as otherwise provided in subsections (1) and (2) of this section, persons who are not partners as to each other are not liable as partners to other persons.
C.R.S. § 7-90-102 — CO Code / Title 7 / Article 90 / Part 1 / Section 7-90-102
7-90-102. Definitions
Status: repealed

7-90-102. Definitions. As used in this title 7, except as otherwise defined for the purpose of any section, subpart, part, or article of this title 7, or unless the context otherwise requires:

(1) "Address" means a mailing address, a street address, or an address for delivery of an electronic transmission.

(1.3) (Deleted by amendment, L. 2010, (HB 10-1403), ch. 404, p. 1995, § 12, effective August 11, 2010.)

(1.5) "Articles of association" means, with respect to a domestic limited partnership association, the articles of association as defined in the "Colorado Limited Partnership Association Act", article 63 of this title. With respect to a foreign limited partnership association or partnership association, "articles of association" means the corresponding document filed with the jurisdiction under the law of which the limited partnership association is formed.

(2) "Articles of incorporation" means, with respect to:

(a) A domestic cooperative that is not a domestic limited cooperative association, a domestic corporation, or other domestic entity that is formed under or subject to the "Colorado Business Corporation Act", articles 101 to 117 of this title, articles of incorporation as that term is used in the "Colorado Business Corporation Act";

(b) A corporation formed under or subject to article 40 of this title, a certificate of incorporation as that term is used in article 40 of this title;

(c) A domestic cooperative, a domestic nonprofit corporation, or other domestic entity that is formed under or subject to the "Colorado Revised Nonprofit Corporation Act", articles 121 to 137 of this title, articles of incorporation as that term is used in the "Colorado Revised Nonprofit Corporation Act"; and

(d) A foreign corporation or foreign nonprofit corporation, the corresponding document filed with the jurisdiction, under the law of which the corporation or nonprofit corporation is formed.

(3) "Articles of organization" means, with respect to:

(a) A domestic limited liability company, the articles of organization as defined in the "Colorado Limited Liability Company Act", article 80 of this title;

(b) A foreign limited liability company, the corresponding document filed with the filing officer of the jurisdiction under the law of which the foreign limited liability company is formed; and

(c) A domestic limited cooperative association, the articles of organization as defined in the "Colorado Uniform Limited Cooperative Association Act", article 58 of this title.

(3.3) "Assumed entity name" means an entity name assumed by a foreign entity pursuant to the provisions of section 7-90-603.

(3.5) Repealed.

(3.7) (Deleted by amendment, L. 2002, p. 1837, § 87, effective July 1, 2002; p. 1702, § 85, effective October 1, 2002.)

(3.8) [Editor's note: Subsection (3.8) is effective ninety days following certification by the secretary of state. (See the editor's note following this section.)] "Commercial registered agent" means a registered agent who has filed the appropriate documentation with the secretary of state to become listed as a commercial registered agent pursuant to section 7-90-707.

(3.9) (Deleted by amendment, L. 2004, p. 1465, § 201, effective July 1, 2004.)

(4) "Constituent document" means a constituent filed document or a constituent operating document.

(5) "Constituent entity" means, with respect to a merger, each merging entity and the surviving entity; with respect to a conversion, the converting entity and the resulting entity; and, with respect to a share or equity capital exchange, each entity whose owner's interests will be acquired and each entity acquiring those interests.

(6) "Constituent filed document" means the articles of incorporation, articles of organization, certificate of limited partnership, articles of association, statement of registration, or other document of similar import filed or recorded by or for an entity in the jurisdiction under the law of which the entity is formed, by which it is formed, or by which the entity obtains its status as an entity or the entity or any or all of its owners obtain the attribute of limited liability. Where a constituent filed document has been amended or restated, "constituent filed document" means the constituent filed document as last amended or restated.

(7) "Constituent operating document" means articles of incorporation, operating agreement, or partnership agreement, and bylaws of a corporation, nonprofit corporation, cooperative, or limited partnership association.

(8) "Converting entity" means the entity that converts into a resulting entity pursuant to section 7-90-201.

(9) "Cooperative" means a domestic cooperative or a foreign cooperative.

(9.5) Repealed.

(10) "Corporation" means a domestic corporation or a foreign corporation.

(10.3) "Delinquent entity" means an entity that has been declared delinquent pursuant to section 7-90-902 and that has not cured its delinquency.

(10.5) (a) Except as specified in subsection (10.5)(b) of this section, "deliver" or "delivery" includes:

(I) Mail;

(II) Hand delivery by courier or otherwise; and

(III) Electronic transmission. Unless otherwise agreed between the sender and recipient, an electronic transmission shall be deemed delivered to a person for purposes of this title 7 and for the purposes of the constituent documents of any entity when the electronic transmission enters an information processing system that the person has designated for the purpose of receiving electronic transmissions of the type delivered if the electronic transmission is in a form capable of being processed by that system and the person is able to retrieve the electronic transmission. Whether a person has so designated an information processing system is determined by the constituent documents or from the context and surrounding circumstances, including the parties' conduct. An electronic transmission is delivered under this subsection (10.5)(a)(III) even if no person is aware of its receipt. Receipt of an electronic acknowledgment from an information processing system establishes that an electronic transmission was received but does not, by itself, establish that the content sent corresponds to the content received.

(b) Delivery to the secretary of state means actual receipt by the secretary of state. Delivery to any person by the secretary of state includes delivery or mail to the registered agent address of the person's registered agent, or to the principal office address of the person, unless otherwise specified in section 7-90-902 or by an organic statute other than this article 90. Delivery by the secretary of state to a person that has neither a principal office address nor a registered agent address includes delivery to the address that the person may have provided to the secretary of state for that purpose unless otherwise specified by an organic statute other than this article 90.

(10.7) "Document" means:

(a) Any tangible medium on which information is inscribed and includes handwritten, typed, printed, or similar instruments and copies of such instruments; and

(b) An electronic record.

(11) "Domestic cooperative" means an entity formed under article 55 of this title; an entity formed under the "Colorado Cooperative Act", article 56 of this title; an entity formed under the "Colorado Uniform Limited Cooperative Association Act", article 58 of this title; or an entity formed under any other act of the state of Colorado that has elected to be subject to the "Colorado Cooperative Act".

(11.5) (Deleted by amendment, L. 2003, p. 2276, § 194, effective July 1, 2004.)

(12) "Domestic corporation" means a corporation formed under or subject to the "Colorado Business Corporation Act", articles 101 to 117 of this title.

(13) "Domestic entity" means a domestic corporation, a domestic general partnership, a domestic cooperative, a domestic limited liability company, a domestic limited partnership, a domestic limited partnership association, a domestic nonprofit association, a domestic nonprofit corporation, or any other organization or association that is formed under a statute or common law of this state or as to which the law of this state governs relations among the owners and between the owners and the organization or association and that is recognized under the law of this state as a separate legal entity.

(13.5) "Domestic entity name" means the name of a domestic entity as stated in the entity's constituent filed document or as changed pursuant to section 7-90-601.5 or 7-90-601.6.

(14) "Domestic general partnership" means a partnership as defined in the "Uniform Partnership Law", article 60 of this title, or as defined in the "Colorado Uniform Partnership Act (1997)", article 64 of this title if, in either case, the law of this state governs relations among the partners and between the partners and the partnership. The term includes a limited liability partnership as defined in the "Uniform Partnership Law", article 60 of this title, or as defined in the "Colorado Uniform Partnership Act (1997)", article 64 of this title.

(14.5) "Domestic limited cooperative association" means a limited cooperative association formed under or subject to the "Colorado Uniform Limited Cooperative Association Act", article 58 of this title.

(15) "Domestic limited liability company" means a limited liability company formed under the "Colorado Limited Liability Company Act", article 80 of this title.

(15.3) "Domestic limited liability limited partnership" means a domestic limited partnership that is registered as a limited liability limited partnership under section 7-60-144 or 7-64-1002.

(15.5) "Domestic limited liability partnership" means a domestic general partnership that is a limited liability partnership as defined in the "Uniform Partnership Law", article 60 of this title, or as defined in the "Colorado Uniform Partnership Act (1997)", article 64 of this title.

(16) "Domestic limited partnership" means a limited partnership as defined in the "Uniform Limited Partnership Law of 1931", article 61 of this title, or as defined in the "Colorado Uniform Limited Partnership Act of 1981", article 62 of this title. The term includes a limited partnership that is a limited liability limited partnership.

(17) "Domestic limited partnership association" means a limited partnership association formed under the "Colorado Limited Partnership Association Act", article 63 of this title.

(18) "Domestic nonprofit association" means a nonprofit association as defined in the "Uniform Unincorporated Nonprofit Association Act", article 30 of this title.

(19) "Domestic nonprofit corporation" means a corporation formed under or subject to article 40 of this title or the "Colorado Revised Nonprofit Corporation Act", articles 121 to 137 of this title.

(19.3) (Deleted by amendment, L. 2004, p. 1465, § 201, effective July 1, 2004.)

(19.5) "Effective date", when referring to a document filed by the secretary of state, means the time and date determined in accordance with section 7-90-304.

(19.6) "Effective date of dissolution" of an entity means, with respect to any domestic entity other than a general partnership that was a reporting entity before dissolution, the earlier of the effective date of the entity's articles of dissolution or statement of dissolution or the date as shown by the records of the secretary of state on which the entity was administratively or judicially dissolved.

(19.7) (a) "Electronic mail" or "e-mail" means an electronic transmission directed to a unique electronic-mail address.

(b) As used in this subsection (19.7):

(I) "Electronic-mail address" means a destination, commonly expressed as a string of characters consisting of a unique username or mailbox, commonly referred to as the "local part" of the address, together with a second string of characters commonly referred to as the "domain name". The local part of the address and the domain name are usually, but not necessarily, separated by an "@" symbol.

(II) Electronic mail shall be deemed to include any files attached to the electronic mail and any information hyperlinked to a website if the electronic mail includes the contact information of an officer or agent of the entity that is available to assist with accessing the files and information.

(19.8) "Electronic record" means information that is stored in an electronic or other nontangible medium and is retrievable in paper form through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with section 7-90-105.

(19.9) "Electronic transmission" or "electronically transmitted" means any form or process of communication not directly involving the physical transfer of paper or another tangible medium that:

(a) Is suitable for the retention, retrieval, and reproduction of information by the recipient; and

(b) Is retrievable in paper form by the recipient through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with section 7-90-105.

(20) "Entity" means a domestic entity or a foreign entity.

(20.5) "Entity name" means a domestic entity name or a foreign entity name.

(20.6) "Fee" means a fee determined and collected by the secretary of state as provided in section 24-21-104, C.R.S., and includes a fee imposed as a penalty for a late filing or otherwise.

(20.7) "Filed document" means any document filed by the secretary of state pursuant to this title, whether or not effective.

(21) "Foreign cooperative" means an entity formed under the law of a jurisdiction other than this state that is functionally equivalent to a domestic cooperative.

(21.5) (Deleted by amendment, L. 2003, p. 2276, § 194, effective July 1, 2004.)

(22) "Foreign corporation" means an entity formed under the law of a jurisdiction other than this state that is functionally equivalent to a domestic corporation.

(23) "Foreign entity" means a foreign corporation, a foreign cooperative, a foreign general partnership, a foreign limited liability partnership, a foreign limited liability company, a foreign limited partnership, a foreign limited liability limited partnership, a foreign limited partnership association, a foreign nonprofit association, a foreign nonprofit corporation, or any other organization or association that is formed under a statute or common law of a jurisdiction other than this state or as to which the law of a jurisdiction other than this state governs relations among the owners and between the owners and the organization or association and is recognized under the law of such jurisdiction as a separate legal entity.

(23.3) "Foreign entity name" means:

(a) The name of a foreign entity under which it is authorized to transact business or conduct activities in this state, whether such name is its true name or an assumed entity name, as such name may be changed pursuant to section 7-90-601.6; or

(b) As to a foreign entity that is not authorized to transact business or conduct activities in this state but that has registered its true name pursuant to section 7-90-604, that true name.

(23.5) "Foreign general partnership" means an entity formed under the law of a jurisdiction other than this state that is functionally equivalent to a domestic general partnership.

(23.7) "Foreign limited cooperative association" means an entity formed under the law of a jurisdiction other than this state that is functionally equivalent to a domestic limited cooperative association.

(24) "Foreign limited liability company" means an entity formed under the law of a jurisdiction other than this state that is functionally equivalent to a domestic limited liability company.

(24.3) "Foreign limited liability limited partnership" means an entity that is functionally equivalent to a domestic limited liability limited partnership and is formed under the law of a jurisdiction other than this state or as to which the law of a jurisdiction other than this state governs relations among the owners and between the owners and the entity and is recognized under the law of this state as a separate legal entity.

(24.5) "Foreign limited liability partnership" means an entity that is functionally equivalent to a domestic limited liability partnership and is formed under the law of a jurisdiction other than this state or as to which the law of a jurisdiction other than this state governs relations among the owners and between the owners and the entity and is recognized under the law of this state as a separate legal entity.

(25) "Foreign limited partnership" means a partnership formed under the law of a jurisdiction other than this state that is functionally equivalent to a domestic limited partnership.

(26) "Foreign limited partnership association" means a limited partnership association formed under the law of a jurisdiction other than this state that is functionally equivalent to a domestic limited partnership association.

(27) (Deleted by amendment, L. 2000, p. 959, § 44, effective July 1, 2000.)

(28) "Foreign nonprofit association" means an entity formed under the law of a jurisdiction other than this state that is functionally equivalent to a domestic nonprofit association.

(29) "Foreign nonprofit corporation" means an entity formed under the law of a jurisdiction other than this state that is functionally equivalent to a domestic nonprofit corporation.

(29.3) (Deleted by amendment, L. 2004, p. 1465, § 201, effective July 1, 2004.)

(29.5) "Formed" includes incorporated, created, and organized, and each of the terms includes the others as the context may require. With respect to an entity that was initially formed under the law of one jurisdiction and, by merger, conversion, consolidation, redomestication, or other action, is treated, after such action, according to the law of the jurisdiction under which it was initially formed, as having been formed under the law of a second jurisdiction, the entity shall be considered to have been formed under the law of the second jurisdiction for purposes of this title.

(30) "General partner" means a partner in a general partnership and a general partner in a limited partnership.

(31) "General partnership" means a domestic general partnership or a foreign general partnership.

(31.1) "Health-care coverage cooperative" shall have the same meaning as set forth in section 10-16-1002 (2), C.R.S., or a successor statute.

(31.3) "Include" or its variants, when used in reference to any definition or list, indicates that the definition or list is partial and not exclusive.

(31.5) "Individual" means a natural person.

(31.7) "Jurisdiction" includes the United States, a state of the United States, a foreign country or other foreign governmental authority, and any agency, instrumentality, or subdivision thereof.

(32) "Limited liability company" means a domestic limited liability company or a foreign limited liability company.

(32.5) "Limited liability limited partnership" means a domestic limited liability limited partnership or a foreign limited liability limited partnership.

(32.7) "Limited liability partnership" means a domestic limited liability partnership or a foreign limited liability partnership.

(33) "Limited partner" means a limited partner in a limited partnership.

(34) "Limited partnership" means a domestic limited partnership or a foreign limited partnership.

(35) "Limited partnership association" means a domestic limited partnership association or a foreign limited partnership association.

(35.5) "Mail" means deposit in the United States mail, properly addressed, first-class postage prepaid, and includes registered, certified, express, or priority mail for which the proper fee has been paid.

(35.6) "Mailing address" means, with respect to any person, a physical location to which mail for such person may be delivered, which physical location shall be described by its street name and number or post office box number, city, state, and (if not the United States) country, and the postal code, if any, for delivery of mail to the location. If the person has no post office box and, by reason of rural location or otherwise, a street name and number, city, or town does not exist, "mailing address" shall mean an appropriate description fixing as nearly as possible the actual physical location to which mail for that person is delivered, but, for all locations in the United States, the county or parish and, if any, the rural free delivery route and the United States postal code shall be included.

(35.7) "Manager" means:

(a) A member of a limited liability company in which management is not vested in managers rather than members;

(b) A manager of a limited liability company in which management is vested in managers rather than members;

(c) A member of a limited partnership association in which management is not vested in managers rather than members;

(d) A manager of a limited partnership association in which management is vested in managers rather than members;

(e) A general partner;

(f) An officer or director of a corporation, a nonprofit corporation, a cooperative, or a limited partnership association; or

(g) Any person whose position with respect to an entity, as determined under the constituent documents and organic statutes of the entity, without regard to the person's title, is the functional equivalent of any of the positions described in paragraphs (a) to (f) of this subsection (35.7).

(35.9) "Means" denotes an exhaustive definition or list.

(36) "Member" means:

(a) A member of a cooperative;

(a.5) A member of a limited cooperative association as defined in section 7-58-102;

(b) A member of a nonprofit association;

(c) A member of a limited liability company;

(d) In the case of a nonprofit corporation with one or more classes of voting members, a voting member of a nonprofit corporation; or

(e) In the case of a nonprofit corporation with no voting members, a director of a nonprofit corporation.

(36.5) "Member-specific data" means any document, list, record, or compilation of one or more categories of "personal identifying information", as defined in section 18-5-901 (13), that identifies, in whole or in part, directly or indirectly, a person as a member, volunteer, or donor to any nonprofit entity.

(37) "Merging entity" means any entity that merges into a surviving entity pursuant to section 7-90-203 or pursuant to the organic statutes other than this article.

(38) "Nonprofit association" means a domestic nonprofit association or a foreign nonprofit association.

(39) "Nonprofit corporation" means a domestic nonprofit corporation or a foreign nonprofit corporation.

(40) "Nonprofit entity" means a nonprofit corporation or a nonprofit association.

(40.5) "Obligation" means any debt, obligation, duty, or liability whether sounding in tort, contract, or otherwise.

(40.7) "On file in the records of the secretary of state", "on file in the office of the secretary of state", and "on file with the secretary of state", with reference to a document, means that the document has been filed by the secretary of state and has become effective pursuant to section 7-90-304 or otherwise pursuant to law and that, subsequent to the commencement of the document's effectiveness, no action has been taken, or omission has occurred, that has caused the document to become ineffective or to be superseded in effect.

(41) "Operating agreement" means the operating agreement of a domestic limited liability company or the functionally equivalent document of a foreign limited liability company.

(42) "Organic statutes" means, with respect to any entity:

(a) This article;

(b) The statute, whether of this state or of another jurisdiction, under which the entity is formed; and

(c) All other statutes of this state or such other jurisdiction that govern the organization and internal affairs of the entity.

(43) "Owner" means a shareholder of a corporation, a member, a partner, or a person having an interest in any other entity that is functionally equivalent to an owner's interest.

(44) "Owner's interest" means the shares of stock in a corporation, a membership in a nonprofit corporation, a membership interest in a limited liability company, the interest of a member in a cooperative or in a limited cooperative association, a partnership interest in a limited partnership, a partnership interest in a partnership, and the interest of a member in a limited partnership association.

(45) "Partner" means a general partner and a limited partner.

(46) "Partnership" means a domestic general partnership, a foreign general partnership, a domestic limited partnership, or a foreign limited partnership.

(47) "Partnership agreement" means the partnership agreement of a domestic general partnership or a domestic limited partnership, or the functional equivalent for a foreign general partnership or a foreign limited partnership.

(47.1) (Deleted by amendment, L. 2000, p. 959, § 44, effective July 1, 2000.)

(48) (Deleted by amendment, L. 2003, p. 2276, § 194, effective July 1, 2004.)

(48.5) "Periodic report" means the report required by section 7-90-501.

(49) "Person" means an individual, an estate, a trust, an entity, or a state or other jurisdiction.

(50) "Primary constituent documents" means articles of incorporation with respect to a corporation and constituent documents with respect to other entities.

(50.5) (a) "Principal address" means principal office address or, for a person that has no principal office address, the street address of the person's usual place of business in this state if it has one, the street address of the person's residence in this state if it has one but has no principal place of business in this state, the street address of the person's usual place of business outside this state if it has one but has no usual place of business or residence in this state, or the street address of the person's residence outside this state if it has one but has no principal place of business anywhere and no residence in this state.

(b) In each case enumerated in paragraph (a) of this subsection (50.5), for a person that has no principal office address, "principal address" means the mailing address of the person if it is different from the address determined pursuant to paragraph (a) of this subsection (50.5).

(51) "Principal office" means the office of an entity located at the principal office address of the entity.

(51.5) "Principal office address" means the street address and, if different, the mailing address inside or outside this state, that has been stated by or for an entity to be the principal office address of the entity in the first filed document, in which document the entity or another person has been required, by a provision of this title or by a form or cover sheet the use of which is required by the secretary of state, to state the entity's principal office address; or, if the entity's principal office address has been changed pursuant to section 7-90-705, the principal office address of the entity as last so changed.

(52) "Proceeding" includes a civil suit, arbitration, or mediation and a criminal, administrative, or investigatory action.

(53) "Provider network" means an entity created pursuant to part 3 of article 18 of title 6, C.R.S., or any functionally equivalent entity formed under any subsequently enacted statute of this state.

(53.5) "Public agency" means any state or local governmental unit, including:

(a) The state;

(b) Any department, agency, office, commission, board, division, or other agency of the state;

(c) Any institution, as defined in section 24-72-202 (1.5); and

(d) Any political subdivision, as defined in section 24-72-202 (5).

(54) "Receive", when used in reference to receipt of a writing or other document by an entity, means that the entity actually obtains the writing or other document.

(55) [Editor's note: This version of subsection (55) is effective until ninety days following certification by the secretary of state. (See the editor's note following this section.)] "Registered agent" means the registered agent required to be maintained by an entity pursuant to part 7 of this article or appointed pursuant to article 70 of this title.

(55) [Editor's note: This version of subsection (55) is effective ninety days following certification by the secretary of state. (See the editor's note following this section.)] "Registered agent" means the registered agent required to be maintained by an entity pursuant to part 7 of this article or appointed pursuant to article 70 of this title. "Registered agent" includes a commercial registered agent.

(56) (a) "Registered agent address" means the street address and, if different, the mailing address of the registered agent's primary residence in this state or usual place of business in this state if the registered agent is an individual, or of the registered agent's usual place of business in this state if the registered agent is an entity.

(b) As used in this subsection (56), "usual place of business" means a place in this state that is customarily open during normal business hours and where an individual who is authorized to perform the services of a registered agent, including accepting service of process and other notifications, is commonly present. "Usual place of business" does not include a United States or commercial post office box.

(56.5) "Registered agent name" means, with respect to a registered agent who is an individual or a domestic entity, the true name of the registered agent and, with respect to a registered agent that is a foreign entity, the foreign entity name of the foreign entity.

(57) (Deleted by amendment, L. 2004, p. 1465, § 201, effective July 1, 2004.)

(58) "Reporting entity" means any domestic entity as to which a constituent filed document is on file in the records of the secretary of state other than a domestic limited partnership that is not a reporting limited partnership and any foreign entity authorized to transact business or conduct activities in this state. An entity ceases to be a reporting entity upon the dissolution of the entity, the entity becoming delinquent, the relinquishment of the entity's authority to transact business or conduct activities in this state, or, if the entity is a limited liability partnership or a limited liability limited partnership that is not a reporting limited partnership, its withdrawal of its statement of registration. A dissolved entity that was a reporting entity before its dissolution again becomes a reporting entity upon its reinstatement under part 10 of this article, and a delinquent entity again becomes a reporting entity upon the curing of its delinquency pursuant to section 7-90-904.

(58.5) "Reporting limited partnership" means:

(a) A domestic limited partnership formed after July 26, 2009;

(b) A domestic limited partnership formed under article 61 of this title that elects after July 26, 2009, to be governed by article 62 of this title;

(c) A domestic limited partnership formed under or governed by article 62 of this title for which, after July 26, 2009, a statement of registration is delivered to the secretary of state, for filing pursuant to part 3 of this article, and which is subsequently on file in the records of the secretary of state; or

(d) Any other domestic limited partnership formed under or governed by article 62 of this title as to which a statement of election to be a reporting entity is on file in the records of the secretary of state after July 26, 2009.

(59) "Resulting entity" means the entity that results from the conversion of an entity pursuant to section 7-90-201.

(60) (Deleted by amendment, L. 2003, p. 2276, § 194, effective July 1, 2004.)

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

(a) Executing or adopting a tangible symbol; or

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

(61) "State", when referring to a part of the United States, includes the following:

(a) A state;

(b) A commonwealth;

(c) The District of Columbia;

(d) All agencies, instrumentalities, and subdivisions of a state, a commonwealth, or the District of Columbia; or

(e) Any territory or insular possessions of the United States together with all agencies and governmental subdivisions thereof.

(61.1) "Statement of change" means a statement of change as described in section 7-90-305.5.

(61.3) "Statement of conversion" means a statement of conversion as described in section 7-90-201.7.

(61.4) "Statement of correction" means a statement of correction as described in section 7-90-305.

(61.5) "Statement of election to be a reporting entity" means a statement of election to be a reporting entity as described in section 7-90-501 (7.5).

(61.6) "Statement of merger" means a statement of merger as described in section 7-90-203.7.

(61.7) "Statement of registration" means, with respect to a domestic limited liability partnership or a domestic limited liability limited partnership, the statement of registration as described in section 7-60-144 or section 7-64-1002. With respect to a foreign limited liability partnership or a foreign limited liability limited partnership, "statement of registration" means the corresponding document filed with the filing officer of the jurisdiction under the law of which the foreign limited liability partnership or the foreign limited liability limited partnership is formed.

(62) "Street address" means, with respect to a physical location, the street name and number, city, state, and (if not the United States) country, and the postal code, if any, that is required for delivery of mail to the location. If, by reason of rural location or otherwise, a street name and number, city, or town does not exist, "street address" shall mean an appropriate description fixing as nearly as possible the actual physical location, but, for all locations in the United States, the county or parish and, if any, the rural free delivery route and the United States postal code shall be included. With respect to the street address of a registered agent's usual place of business, as defined in subsection (56)(b) of this section, "street address" does not include a United States or commercial post office box.

(63) "Surviving entity" means the entity into which a merging entity or entities have merged pursuant to section 7-90-203 or pursuant to the organic statutes other than this article.

(63.3) "Trade name" means a name of a person 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 may transact business or conduct activities pursuant to the provisions of article 71 of this title.

(63.7) "True name" means, with respect to an individual, the first name and surname of the individual; with respect to a domestic entity, the domestic entity name, if any, of the domestic entity, or, if the domestic entity does not have a domestic entity name, the name under which the domestic entity most commonly transacts business or conducts activities in this state; and, with respect to a foreign entity, the functional equivalent of such a name.

(64) "United States" includes any district, authority, office, bureau, commission, department, and any other agency of the United States of America.

(65) "Unit owners' association" means an entity created pursuant to part 3 of article 33.3 of title 38, C.R.S., or any functionally equivalent entity formed under any subsequently enacted statute of this state.

(66) "Writing" or "written" means information in the form of a document.
C.R.S. § 7-80-714 — CO Code / Title 7 / Article 80 / Part 7 / Section 7-80-714
7-80-714. Derivative proceeding - demand
Status: in_force

7-80-714. Derivative proceeding - demand. (1) No member shall commence a derivative proceeding pursuant to this part 7 unless:

(a) A written demand has been made upon the limited liability company to take suitable action; and

(b) Thirty days have expired from the date the demand was made; except that the thirty-day limitation shall not be required where:

(I) The member has been notified prior to the expiration of the thirty-day period that the demand has been rejected by the limited liability company; or

(II) Irreparable injury to the limited liability company would result from waiting for the expiration of the thirty-day period.
C.R.S. § 7-80-705 — CO Code / Title 7 / Article 80 / Part 7 / Section 7-80-705
7-80-705. Liability of members and managers
Status: in_force

7-80-705. Liability of members and managers. Members and managers of limited liability companies are not liable under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of the limited liability company.
C.R.S. § 7-90-806 — CO Code / Title 7 / Article 90 / Part 8 / Section 7-90-806
7-90-806. Withdrawal of foreign entity
Status: in_force

7-90-806. Withdrawal of foreign entity. (1) A foreign entity authorized to transact business or conduct activities in this state may relinquish that authority 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 stating:

(a) Its true name and its assumed entity name, if any;

(b) The registered agent name and registered agent address of its registered agent or, if a registered agent is no longer to be maintained, a statement that the entity will not maintain a registered agent, and the mailing address to which service of process may be mailed pursuant to section 7-90-807;

(c) The principal office address of its principal office;

(d) The jurisdiction under the law of which it was formed;

(e) That it will no longer transact business or conduct activities in this state and that it relinquishes its authority to transact business or conduct activities in this state; and

(f) That any statement of trade name it has on file in the records of the secretary of state pursuant to article 71 of this title, and any assumed entity name pursuant to section 7-90-603, are withdrawn upon the effective date of the statement of foreign entity withdrawal.

(g) (Deleted by amendment, L. 2004, p. 1494, § 240, effective July 1, 2004.)

(2) If a foreign entity causes a statement of foreign entity withdrawal to be delivered to the secretary of state for filing pursuant to part 3 of this article before the date on which a periodic report for the foreign entity is due pursuant to part 5 of this article, the foreign entity is relieved of its obligation to file such annual report or pay the fee therefor.
C.R.S. § 7-129-108 — CO Code / Title 7 / Article 129 / Section 7-129-108
7-129-108. Insurance
Status: in_force

7-129-108. Insurance. A nonprofit corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the nonprofit corporation, or who, while a director, officer, employee, fiduciary, or agent of the nonprofit corporation, is or was serving at the request of the nonprofit corporation as a director, officer, partner, member, manager, trustee, employee, fiduciary, or agent of any domestic or foreign entity or of any employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from the person's status as a director, officer, employee, fiduciary, or agent, whether or not the nonprofit corporation would have power to indemnify the person against the same liability under section 7-129-102, 7-129-103, or 7-129-107. Any such insurance may be procured from any insurance company designated by the board of directors, whether such insurance company is formed under the law of this state or any other jurisdiction, including any insurance company in which the nonprofit corporation has an equity or any other interest through stock ownership or otherwise.
C.R.S. § 7-55-108 — CO Code / Title 7 / Article 55 / Section 7-55-108
7-55-108. Application of powers
Status: in_force

7-55-108. Application of powers. The powers enumerated in section 7-55-107 shall vest in every cooperative association in this state except those formed under or subject to article 56 of this title, although such powers may not be stated in its charter or in its articles of incorporation.
C.R.S. § 7-56-102 — CO Code / Title 7 / Article 56 / Part 1 / Section 7-56-102
7-56-102. Legislative declaration
Status: in_force

7-56-102. Legislative declaration. (1) The general assembly finds and declares that:

(a) The cooperative form of doing business provides an efficient and effective method for persons to market their goods and services and to obtain services and supplies and it is in the best interests of the people of the state of Colorado to promote, foster, and encourage the utilization of cooperatives in appropriate instances;

(b) The cooperative marketing law of the state of Colorado has provided for the promotion, fostering, and encouragement of the intelligent and orderly marketing of agricultural products through cooperation; has eliminated speculation and waste; has made distribution of agricultural products between producer and consumer more efficient; has stabilized the marketing of agricultural products; and has provided for the organization and incorporation of cooperative marketing associations for the marketing of such products, all as contemplated at the time of the original adoption of the cooperative marketing law;

(c) It is in the best interests of the people of the state of Colorado to preserve the provisions of the cooperative marketing law as it has been in force and interpreted in the state and to continue the provisions thereof for agriculture, but also to expand the provisions of the law to provide greater direction and flexibility in its provisions and to enable all types of industries and enterprises to avail themselves of the benefits of the cooperative form of doing business in accordance with the provisions of this article;

(d) It is in the best interests of the people of the state of Colorado to allow those cooperatives that have been formed under or are subject to other articles of this title, such as article 55, to remain under said article or to elect to come under this article.
C.R.S. § 7-62-701 — CO Code / Title 7 / Article 62 / Part 7 / Section 7-62-701
7-62-701. Nature of partnership interest
Status: in_force

7-62-701. Nature of partnership interest. A partnership interest is personal property.
C.R.S. § 7-30-116 — CO Code / Title 7 / Article 30 / Section 7-30-116
7-30-116. Severability clause
Status: in_force

7-30-116. Severability clause. If any provision of this article or its application to any person or circumstance is held invalid, the invalidity does not affect any other provisions or applications of this article which can be given effect without the invalid provision or application, and to this end the provisions of this article are severable.
C.R.S. § 7-90-303 — CO Code / Title 7 / Article 90 / Part 3 / Section 7-90-303
7-90-303. Filing, service, and copying fees - subpoenas
Status: in_force

7-90-303. Filing, service, and copying fees - subpoenas. (1) The secretary of state shall charge and collect fees and other charges, which shall be determined and collected pursuant to section 24-21-104 (3), C.R.S., for:

(a) Issuing any certificate;

(b) Furnishing any information;

(c) Furnishing a copy of any filed document; or

(d) (Deleted by amendment, L. 2004, p. 1477, § 211, effective July 1, 2004.)

(e) (Deleted by amendment, L. 2003, p. 2290, § 199, effective July 1, 2004.)

(f) Processing any document delivered to the secretary of state for filing as required or permitted under part 3 of article 18 of title 6 or part 10 of article 16 of title 10 or part 3 of article 33.3 of title 38, C.R.S., or this title.

(2) (a) The secretary of state shall charge and collect, at the time of service of any subpoena upon the secretary of state or any deputy or employee of the secretary of state's office, a fee of fifty dollars and an allowance of ten dollars for meals and a charge for mileage at the rate prescribed by section 24-9-104, C.R.S., for each mile from the state capitol building to the place named in the subpoena. The fee shall be paid to the secretary of state; the meal allowance and mileage charge shall be paid to the person named in the subpoena. If the person named in the subpoena is required to appear at the place named in the subpoena for more than one day, the person shall be paid in advance a per diem allowance of forty-four dollars for each day of attendance in addition to any other fees, allowances, and charges.

(b) Notwithstanding the amount specified for any fee or allowance in paragraph (a) of this subsection (2), the secretary of state may reduce the amount of one or more of the fees or allowances if necessary pursuant to section 24-75-402 (3), C.R.S., to reduce the uncommitted reserves of the fund to which all or any portion of one or more of the fees or allowances is credited. After the uncommitted reserves of the fund are sufficiently reduced, the secretary of state by rule or as otherwise provided by law may increase the amount of one or more of the fees or allowances as provided in section 24-75-402 (4), C.R.S.

(3) The secretary of state shall charge and collect all other fees and penalties imposed by or assessed in accordance with the law of this state.

(4) In all cases where fees or charges are imposed under this article, the fee shall include indexing and filing of the document and providing all copies required to be provided by the secretary of state in connection with the filing and shall include affixing the seal of the secretary of state upon any certified copy.
C.R.S. § 7-58-508 — CO Code / Title 7 / Article 58 / Part 5 / Section 7-58-508
7-58-508. Notice of members meeting
Status: in_force

7-58-508. Notice of members meeting. (1) A limited cooperative association shall notify each member of the time, date, and place of a members meeting at least ten and not more than sixty days before the meeting; except that, if the notice is of a meeting of the members in one or more districts or classes of members, the notice shall be given only to members in those districts or classes.

(2) Unless this article or the articles otherwise provide, notice of an annual members meeting need not include any purpose of the meeting.

(3) Notice of a special meeting of members shall include each purpose of the meeting as contained in the demand under section 7-58-507 (1)(c) or (1)(d) or as voted upon by the board of directors under section 7-58-507 (1)(b).

(4) Notice of a members meeting shall be given in a record unless oral notice is reasonable under the circumstances.

(5) (a) Notwithstanding any other provision of this section, whenever notice is required to be given under this section or under any other provision of this article to any member, such notice shall not be required to be given to a member if:

(I) Notice of two consecutive annual meetings, and all notices of meetings during the period between the two consecutive annual meetings, have been sent to the member at the member's address as shown on the records of the limited cooperative association and have been returned undeliverable; or

(II) All, but not less than two, payments of distributions during a twelve-month period, or two consecutive payments of distributions during a period of more than twelve months, have been sent to the member at the member's address as shown on the records of the association and have been returned undeliverable.

(b) If any such member delivers to the association a notice in a record setting forth the member's then-current address, the requirement that notice be given to the member shall be reinstated.
C.R.S. § 7-58-1605 — CO Code / Title 7 / Article 58 / Part 16 / Section 7-58-1605
7-58-1605. Notice and action on plan of merger by constituent limited cooperative associati
Status: in_force

7-58-1605. Notice and action on plan of merger by constituent limited cooperative association. (1) For a limited cooperative association to merge with another entity, a plan of merger must be approved by a majority vote of the board of directors or a greater percentage if required by the association's articles or bylaws.

(2) The board of directors shall call a members meeting to consider a plan of merger approved by the board, hold the meeting not later than ninety days after approval of the plan by the board, and mail or otherwise transmit or deliver in a record to each member:

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

(b) A recommendation that the members approve the plan of merger 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 plan of merger to the members; and

(d) Notice of the meeting at which the plan of merger will be considered, which notice must be given in the same manner as notice of a special meeting of members.
C.R.S. § 7-80-807 — CO Code / Title 7 / Article 80 / Part 8 / Section 7-80-807
7-80-807. Grounds for administrative dissolution
Status: repealed

7-80-807. Grounds for administrative dissolution. (Repealed)
C.R.S. § 7-51-101 — CO Code / Title 7 / Article 51 / Section 7-51-101
7-51-101. How organized
Status: in_force

7-51-101. How organized. (1) Any joint stock company or association organized in this state for religious, educational, or benevolent purposes may be incorporated under this article by electing or appointing, according to its usages or customs at any meeting held for that purpose, two or more of its members as directors, trustees, wardens, or vestrymen, or other officers whose powers and duties are similar to those of trustees, who shall be agreeable to the usages and customs and rules and regulation of the congregation, church, or society, and may adopt a corporate name, and upon the filing of the affidavit as provided in section 7-51-102, it shall be a body politic and corporate by the name so adopted.

(2) The provisions of this article shall not apply to any joint stock religious, educational, or benevolent association formed after December 31, 1967, nor to any joint stock religious, educational, or benevolent association formed prior to January 1, 1968, which is subject to the provisions of articles 121 to 137 of this title.
C.R.S. § 7-74-102 — CO Code / Title 7 / Article 74 / Section 7-74-102
7-74-102. Definitions
Status: repealed

7-74-102. Definitions. As used in this article, unless the context otherwise requires:

(1) "Improper means" includes theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other means.

(2) "Misappropriation" means:

(a) Acquisition of a trade secret of another by a person who knows or has reason to know that the trade secret was acquired by improper means; or

(b) Disclosure or use of a trade secret of another without express or implied consent by a person who:

(I) Used improper means to acquire knowledge of the trade secret; or

(II) At the time of disclosure or use, knew or had reason to know that such person's knowledge of the trade secret was:

(A) Derived from or through a person who had utilized improper means to acquire it;

(B) Acquired under circumstances giving rise to a duty to maintain its secrecy or limit its use; or

(C) Derived from or through a person who owed a duty to the person seeking relief to maintain its secrecy or limit its use; or

(III) Before a material change of such person's position, knew or had reason to know that it was a trade secret and that knowledge of it had been acquired by accident or mistake.

(3) Repealed.

(4) "Trade secret" means the whole or any portion or phase of any scientific or technical information, design, process, procedure, formula, improvement, confidential business or financial information, listing of names, addresses, or telephone numbers, or other information relating to any business or profession which is secret and of value. To be a "trade secret" the owner thereof must have taken measures to prevent the secret from becoming available to persons other than those selected by the owner to have access thereto for limited purposes.
C.R.S. § 7-48-109 — CO Code / Title 7 / Article 48 / Section 7-48-109
7-48-109. Capital stock - stockholders and members
Status: in_force

7-48-109. Capital stock - stockholders and members. (1) Each share of stock of a corporation shall have a par value of one hundred dollars and shall be issued for cash. No preferred stock shall be issued. At least one hundred thousand dollars shall be paid into the treasury for capital stock before the corporation shall be authorized to transact any business other than that which relates to its organization.

(2) Each stockholder shall be entitled to one vote, in person or by proxy, for each share of capital stock held, and each member shall be entitled to one vote, in person or by proxy, for each one thousand dollars of the authorized loan limit of such member as determined under section 7-48-108 (2).

(3) The rights given by the "Colorado Business Corporation Act", articles 101 to 117 of this title, to stockholders to attend meetings and to receive notice thereof and exercise voting rights shall apply to members as well as to stockholders of a corporation created under this article. The voting rights of the members shall be the same as if they were a separate class of stockholders, and stockholders and members shall in all cases vote separately by classes. A quorum at a meeting shall require the presence in person or by proxy of a majority of the holders of the voting rights of each class.
C.R.S. § 7-30-109 — CO Code / Title 7 / Article 30 / Section 7-30-109
7-30-109. Disposition of personal property of inactive nonprofit association
Status: in_force

7-30-109. Disposition of personal property of inactive nonprofit association. (1) If a nonprofit association has been inactive for three years or longer, a person in possession or control of personal property of the nonprofit association may transfer the property:

(a) If a document of the nonprofit association states a person to whom transfer is to be made under those circumstances, to that person; or

(b) If no person is so stated, to a nonprofit association or nonprofit corporation pursuing broadly similar purposes or to a government, governmental subdivision, agency, or instrumentality.
C.R.S. § 7-60-103 — CO Code / Title 7 / Article 60 / Section 7-60-103
7-60-103. Knowledge and notice
Status: in_force

7-60-103. Knowledge and notice. (1) A person has "knowledge" of a fact within the meaning of this article not only when the person has actual knowledge thereof but also when the person has knowledge of such other facts as in the circumstances show bad faith.

(2) A person has "notice" of a fact within the meaning of this article when the person who claims the benefit of the notice:

(a) States the fact to such person; or

(b) Delivers through the mail or by other means of communication a written statement of the facts to such person or to a proper person at such person or recipient's place of business or residence.
C.R.S. § 7-62-1001 — CO Code / Title 7 / Article 62 / Part 10 / Section 7-62-1001
7-62-1001. Right of action
Status: in_force

7-62-1001. Right of action. (1) A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor. In order to bring the action, a limited partner must establish the following:

(a) That those general partners with authority to do so have refused to bring the action or that an effort to cause those general partners to bring the action is not likely to succeed;

(b) That the general partners' decision not to sue constitutes an abuse of discretion or involves a conflict of interest that prevents an unprejudiced exercise of judgment; and

(c) That the plaintiff was a limited partner at the time of the transaction of which the plaintiff complains or the plaintiff's status as a limited partner had devolved upon the plaintiff by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.
C.R.S. § 7-90-804 — CO Code / Title 7 / Article 90 / Part 8 / Section 7-90-804
7-90-804. Change of statement of foreign entity authority to transact business or conduct
Status: in_force

7-90-804. Change of statement of foreign entity authority to transact business or conduct activities. Upon any change in circumstances that makes any statement contained in its filed statement of foreign entity authority no longer true, a foreign entity authorized to transact business or conduct activities in this state shall deliver to the secretary of state, for filing pursuant to part 3 of this article, an appropriate statement of change so that its statement of foreign entity authority is in all respects true.
C.R.S. § 7-47-102 — CO Code / Title 7 / Article 47 / Section 7-47-102
7-47-102. May acquire land
Status: in_force

7-47-102. May acquire land. Any corporation formed under the law of this state to establish and maintain a cemetery or burial place for the dead may acquire suitable and sufficient land therefor in the manner provided by articles 1 to 7 of title 38, C.R.S.
C.R.S. § 7-80-606 — CO Code / Title 7 / Article 80 / Part 6 / Section 7-80-606
7-80-606. Limitations on distribution
Status: in_force

7-80-606. Limitations on distribution. (1) A limited liability company shall not make a distribution to a member to the extent that at the time of distribution, after giving effect to the distribution, all liabilities of the limited liability company, other than liabilities to members on account of their membership interests and liabilities for which the recourse of creditors is limited to a specific property of the limited liability company, exceed the fair value of the assets of the limited liability company; except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the limited liability company only to the extent that the fair value of that property exceeds that liability. For purposes of this subsection (1), the term "distribution" shall not include payments to the extent that the payments do not exceed amounts equal to or constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business pursuant to a bona fide retirement plan or other benefits program.

(2) A member who receives a distribution in violation of subsection (1) of this section, and who knew at the time of the distribution that the distribution violated subsection (1) of this section, shall be liable to the limited liability company for the amount of the distribution. A member who receives a distribution in violation of subsection (1) of this section, and who did not know at the time of the distribution that the distribution violated subsection (1) of this section, shall not be liable for the amount of the distribution. Subject to subsection (3) of this section, this subsection (2) shall not affect any obligation or liability of a member under an agreement or other applicable law for the amount of a distribution.

(3) Unless otherwise agreed, a member who receives a distribution from a limited liability company shall have no liability under this article or other applicable law for the amount of the distribution after the expiration of three years from the date of the distribution unless an action to recover the distribution from such member is commenced prior to the expiration of the said three-year period and an adjudication of liability against such member is made in the said action.
C.R.S. § 7-44-107 — CO Code / Title 7 / Article 44 / Section 7-44-107
7-44-107. Associations may extend corporate life
Status: in_force

7-44-107. Associations may extend corporate life. Any water users' association formed under the law of this state may amend its articles of incorporation so as to extend the life of the association to any date not later than one hundred years from the date of the approval, February 13, 1931.
C.R.S. § 7-62-501 — CO Code / Title 7 / Article 62 / Part 5 / Section 7-62-501
7-62-501. Form of contribution
Status: in_force

7-62-501. Form of contribution. The contribution of a partner may be in cash, property, or services rendered or a promissory note or other obligation to contribute cash or property or to perform services.
C.R.S. § 7-56-501 — CO Code / Title 7 / Article 56 / Part 5 / Section 7-56-501
7-56-501. Powers
Status: in_force

7-56-501. Powers. (1) Every cooperative has the power, except as specifically limited by this article or by its own articles or bylaws:

(a) To have perpetual existence and succession by its domestic entity name unless limited by the articles;

(b) To sue and be sued and to complain and defend in courts of law and equity;

(c) To make and use a common seal, alter the same at its pleasure, and to use such seal or a facsimile thereof, including a rubber stamp, by impressing or affixing it or by reproducing it in any other manner;

(d) To purchase, receive, lease, and otherwise acquire, and to own, hold, improve, use, and otherwise deal with, real or personal property or any legal or equitable interest in property, wherever located;

(e) To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;

(f) To purchase, receive, subscribe for, and otherwise acquire shares and other interests in, and obligations of, any other entity, including any other cooperative, and to own, hold, vote, use, sell, mortgage, lend, pledge, and otherwise dispose of, and deal in and with, the same;

(g) To make contracts and guarantees; incur liabilities; borrow money; issue notes, bonds, and other obligations, which may be convertible into or include the option to purchase other securities of the cooperative; and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;

(h) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;

(i) To be a partner, member, associate, trustee, promoter, or manager of, or to hold any similar position with, any entity;

(j) To conduct its business, locate offices, and exercise the powers granted by this article within or outside this state;

(k) To elect directors and officers and appoint employees and agents of the cooperative, define their duties, fix their compensation, and lend them money and credit;

(l) To pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share options and rights plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents;

(m) To make payments or donations for the public welfare or for charitable, scientific, or educational purposes;

(n) To regulate and limit the right of members to transfer their memberships, stock, or other equity;

(o) To make and amend its articles and bylaws for the management of its affairs and to make provisions in its articles for the terms and limitations of stock ownership or membership and for the distribution of its earnings;

(p) To indemnify its directors, officers, employees, and agents to the extent provided or permitted in this article and to eliminate or limit the personal liability of a director, officers, employees, or agents of the cooperative, as provided in accordance with section 7-56-406; however, no such provision shall eliminate or limit the liability of a director or officer to the association or to its members for monetary damages for any act or omission occurring prior to the effective date of such provision;

(q) To establish in its bylaws procedures for the disposition of funds when declared payable by the cooperative and unclaimed by the holder three years after notification has been mailed to the holder's last-known address of record on the books of the cooperative, which disposition may consist of transferring the funds to the general operating account of the cooperative;

(r) To establish, secure, own, and develop patents, trademarks, and copyrights;

(s) To make advance payments and advances to members;

(t) To act as the agent or representative of any member for any lawful purpose or in any lawful transaction of the cooperative;

(u) To purchase or otherwise acquire and to hold, own, and exercise all rights of ownership in, and to sell, transfer, or pledge or guarantee the payment of dividends or interest on, or the retirement or redemption of shares of the stock or bonds of any person engaged in any lawful activity;

(v) To allocate earnings and pay patronage dividends;

(w) To use per unit retains;

(x) To prohibit or place limitations on amounts or rates of dividends payable on any class of capital stock or other equity investment in the cooperative;

(y) To engage in any activity in connection with the purchase, hiring, or use by its members or other patrons of goods, services, products, equipment, supplies, utilities, telecommunications, housing, or health care;

(z) To establish amounts for reasonable and necessary reserves for bad debts, obsolescence, grain, quality and grade, contingent losses, working capital, debt retirement, buildings and equipment, and ownership retirement and to provide that no member or other person entitled to share in the allocation of the cooperative's net margins or other funds shall have any rights except upon dissolution when the entire reserve funds of the cooperative shall be distributed in accordance with applicable federal, state, and local law and the articles and bylaws of the cooperative;

(aa) To manufacture, sell, or supply goods, machinery, equipment, supplies, or services to its members and to other patrons or persons;

(aa.5) To adopt a trade name;

(bb) To finance one or more of the activities in this section; and

(cc) To perform every other form or type of act that is necessary or proper for accomplishing any lawful purpose of the cooperative not prohibited to it by law or its articles and bylaws or that is conducive to or expedient for the interest or benefit of the cooperative.

(2) In addition to the powers granted in subsection (1) of this section, each agricultural cooperative incorporated under this article has the following powers:

(a) To engage in any activity in connection with the marketing, selling, preserving, raising, harvesting, drying, processing, manufacturing, canning, packing, grading, storing, handling, and utilization of any products, by-products, or services produced or delivered to the cooperative by its members or other patrons;

(b) To engage in any activity in connection with agricultural education and research and to represent its members' interests in legislative and administrative forums.

(3) In addition to the powers specifically given in this article, a cooperative has all powers, rights, and privileges granted by the law of this state to domestic corporations or domestic nonprofit corporations that are not inconsistent with the provisions of this article.

(4) The powers enumerated in this article shall vest in every cooperative in this state formed under this article, or that has elected to be subject to this article, although they may not be stated in its charter or in its articles.
C.R.S. § 7-61-106 — CO Code / Title 7 / Article 61 / Section 7-61-106
7-61-106. Name not to contain surname of limited partner - exceptions
Status: in_force

7-61-106. Name not to contain surname of limited partner - exceptions. (1) The surname of a limited partner shall not appear in the partnership name, unless:

(a) It is also the surname of a general partner; or

(b) Prior to the time when the limited partner became such, the business had been carried on under a name in which the limited partner's surname appeared.

(2) A limited partner whose name appears in a partnership name contrary to the provisions of subsection (1) of this section is liable as a general partner to partnership creditors who extend credit to the partnership without actual knowledge that the limited partner is not a general partner.
C.R.S. § 7-80-813 — CO Code / Title 7 / Article 80 / Part 8 / Section 7-80-813
7-80-813. Decree of dissolution
Status: in_force

7-80-813. Decree of dissolution. (1) If, in a judicial proceeding brought to dissolve a limited liability company, after a hearing the court determines that one or more grounds for judicial dissolution described in section 7-80-810 exist, it may enter a decree dissolving the limited liability company 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 limited liability company's business and affairs in accordance with section 7-80-803 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.