C.R.S. § 7-107-209 — CO Code / Title 7 / Article 107 / Part 2 / Section 7-107-209
7-107-209. Voting for directors - cumulative voting
Status: in_force

7-107-209. Voting for directors - cumulative voting. (1) At each election for directors, every shareholder entitled to vote at such election has the right:

(a) To vote, in person or by proxy, all of the shareholder's votes for as many persons as there are directors to be elected and for whose election the shareholder has a right to vote unless the articles of incorporation provide otherwise; or

(b) To the extent that the privilege of cumulative voting in the election of directors is in effect pursuant to the provisions of section 7-102-102 (3), to cumulate votes by multiplying the number of votes the shareholder is entitled to cast by the number of directors for whom the shareholder is entitled to vote and casting the product for a single candidate or distributing the product among two or more candidates.

(2) The articles of incorporation may provide that shares otherwise entitled to vote cumulatively may not be voted cumulatively at a meeting unless:

(a) The notice of the meeting or the proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or

(b) A shareholder who has the right to cumulate votes gives notice to the corporation not less than forty-eight hours before the time set for the meeting of the shareholder's intent to cumulate votes during the meeting. If one shareholder gives the notice provided for in this paragraph (b), all other shareholders in the same voting group participating in the election shall be entitled to cumulate their votes without giving further notice.

(3) If, before a meeting of shareholders at which directors are to be elected, the corporation receives notice pursuant to paragraph (b) of subsection (2) of this section with respect to that meeting, then:

(a) If such notice is received sufficiently early that the information required by paragraph (a) of subsection (2) of this section can be included, without significant additional expense, in the notice of the meeting or in a proxy statement accompanying the notice, the corporation shall include such information in that notice or proxy statement; or

(b) If such notice is received later than contemplated in paragraph (a) of this subsection (3), the corporation may take such other action as it may deem appropriate to provide notice, to the voting group or groups that are affected by the shareholder's notice, that cumulative voting is authorized at the meeting for such voting group or groups; and, in any event, the corporation shall cause an announcement to be made at the meeting, before the taking of any vote with respect to which cumulative voting is in effect, that cumulative voting is authorized at the meeting.

(4) In an election of directors, that number of candidates equaling the number of directors to be elected, having the highest number of votes cast in favor of their election, are elected to the board of directors.
C.R.S. § 7-80-804 — CO Code / Title 7 / Article 80 / Part 8 / Section 7-80-804
7-80-804. Disposition of known claims by notification
Status: repealed

7-80-804. Disposition of known claims by notification. (Repealed)
C.R.S. § 7-114-204 — CO Code / Title 7 / Article 114 / Part 2 / Section 7-114-204
7-114-204. Appeal from denial of reinstatement - repeal
Status: repealed

7-114-204. Appeal from denial of reinstatement - repeal. (Repealed)
C.R.S. § 7-64-1003 — CO Code / Title 7 / Article 64 / Part 10 / Section 7-64-1003
7-64-1003. Name
Status: repealed

7-64-1003. Name. (Repealed)
C.R.S. § 7-56-209 — CO Code / Title 7 / Article 56 / Part 2 / Section 7-56-209
7-56-209. Agricultural marketing cooperatives
Status: in_force

7-56-209. Agricultural marketing cooperatives. (1) It is hereby recognized that agriculture is characterized by individual production in contrast to the group or factory system that characterizes other forms of industrial production; that the ordinary form of corporate organization permits industrial groups to combine for the purpose of group production and the ensuing group marketing and that the public has an interest in permitting producers of agricultural products to bring to their industry the high degree of efficiency and merchandising skill evidenced in the manufacturing industries; that the public interest urgently needs to prevent the migration from rural to urban communities in order to enhance production of agricultural products and to preserve the agricultural supply of the nation; that the public interest demands that producers of agricultural products be encouraged to attain a more efficient system of marketing their products and procurement of the necessary equipment and supplies through cooperatives.

(2) Upon written request to the commissioner of agriculture by any three persons, the commissioner or a duly authorized representative of the commissioner may supply a written summary of the most current survey prepared by the department of agriculture, if any exists, of the business conditions affecting the proposed purposes of the cooperative, particularly the commodities to be handled. When such a summary is supplied, the commissioner or a representative of the commissioner may separately set forth an opinion, stating the reasons therefor, regarding the viability of the proposed venture.

(3) In addition, the department of agriculture may, at the discretion of the commissioner or a representative of the commissioner, provide other assistance to persons who seek to organize an agricultural cooperative.
C.R.S. § 7-43-103 — CO Code / Title 7 / Article 43 / Section 7-43-103
7-43-103. Nonprofit corporations - powers
Status: in_force

7-43-103. Nonprofit corporations - powers. A nonprofit corporation subject to the "Colorado Revised Nonprofit Corporation Act", articles 121 to 137 of this title, shall have all of the rights and powers granted by this article to the extent not inconsistent with said act, if such nonprofit corporation otherwise complies with the terms and provisions of this article.
C.R.S. § 7-110-107 — CO Code / Title 7 / Article 110 / Part 1 / Section 7-110-107
7-110-107. Restated articles of incorporation
Status: repealed

7-110-107. Restated articles of incorporation. (1) The board of directors may restate the articles of incorporation at any time with or without shareholder action. If the corporation has not yet issued shares and no directors have been elected, its incorporators may restate the articles of incorporation at any time.

(2) The restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment requiring shareholder approval, it shall be adopted as provided in section 7-110-103.

(3) If the board of directors submits a restatement for shareholder action, the corporation shall give notice, in accordance with section 7-107-105, to each shareholder entitled to vote on the restatement of the shareholders' meeting at which the restatement will be voted upon. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the restatement, and the notice shall contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles of incorporation.

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

(a) The domestic entity name of the corporation;

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

(c) Repealed.

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

(5) Upon filing by the secretary of state or at any later effective date determined pursuant to section 7-90-304, restated articles of incorporation supersede the original articles of incorporation and all prior amendments to them.
C.R.S. § 7-58-819 — CO Code / Title 7 / Article 58 / Part 8 / Section 7-58-819
7-58-819. Conflict of interest
Status: in_force

7-58-819. Conflict of interest. (1) The law applicable to conflicts of interest relating to a director of an entity organized under the "Colorado Business Corporation Act", articles 101 to 117 of this title, governs conflicts of interest relating to a limited cooperative association and a director.

(2) A director does not have a conflict of interest under this article or the articles and bylaws solely because the director's conduct relating to the duties of the director may further the director's own interest.
C.R.S. § 7-80-710 — CO Code / Title 7 / Article 80 / Part 7 / Section 7-80-710
7-80-710. Waiver of notice
Status: repealed

7-80-710. Waiver of notice. (Repealed)
C.R.S. § 7-80-403 — CO Code / Title 7 / Article 80 / Part 4 / Section 7-80-403
7-80-403. Officers and other agents
Status: in_force

7-80-403. Officers and other agents. (1) A limited liability company may have one or more officers or other agents with such titles, rights, duties, and authority as the limited liability company may determine. An officer or an agent who is an individual shall be eighteen years of age or older. Except as provided in subsection (2) of this section, officers and other agents may be designated or removed, and their titles, rights, duties, and authority may be established, by the consent of a majority of the members or, if the limited liability company has one or more managers, by a majority of the managers.

(2) Officers and other agents may be given authority to do any act that is not in the ordinary course of the business of the limited liability company only with the consent of all of the members.
C.R.S. § 7-58-1306 — CO Code / Title 7 / Article 58 / Part 13 / Section 7-58-1306
7-58-1306. Applicability of derivative proceeding to foreign limited cooperative associatio
Status: in_force

7-58-1306. Applicability of derivative proceeding to foreign limited cooperative associations. In any derivative proceeding in the right of a foreign limited cooperative association, the right of a person to commence or maintain a derivative proceeding in the right of a foreign limited cooperative association and any matters raised in the proceeding covered by sections 7-58-1301 to 7-58-1305 are governed by the law of the jurisdiction under which the foreign limited cooperative association was formed; except that any matters raised in the proceeding covered by section 7-58-1304 are governed by the law of this state.
C.R.S. § 7-109-109 — CO Code / Title 7 / Article 109 / Section 7-109-109
7-109-109. Variation by corporate action
Status: in_force

7-109-109. Variation by corporate action. (1) A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with section 7-109-102 or advance funds to pay for or reimburse expenses in accordance with section 7-109-104. Such an obligatory provision:

(a) Satisfies the requirements for authorization, but not determination, referred to in section 7-109-106.

(b) That obligates the corporation to provide indemnification to the fullest extent permitted by law obligates the corporation to advance funds to pay for or reimburse expenses in accordance with section 7-109-104 to the fullest extent permitted by law, unless the provision specifically provides otherwise.

(2) A right of indemnification or to advances of expenses created by this article 109 or under subsection (1) of this section and in effect at the time of an act or omission must not be eliminated or impaired with respect to the act or omission by an amendment of the articles of incorporation or bylaws or a resolution of the board of directors or shareholders, adopted after the occurrence of the act or omission, unless, in the case of a right created under subsection (1) of this section, the provision creating the right and in effect at the time of the act or omission explicitly authorizes the elimination or impairment after the act or omission has occurred.

(3) A provision specified in subsection (1) of this section does not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. A provision for indemnification or an advance of expenses in the articles of incorporation, bylaws, or a resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, is governed by section 7-90-204 (1).

(4) Subject to subsection (2) of this section, a corporation may, by a provision in its articles of incorporation, limit any of the rights to indemnification or an advance of expenses created by or pursuant to this article 109.

(5) Sections 7-109-101 to 7-109-108 do not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with an appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent in the proceeding.
C.R.S. § 7-61-110 — CO Code / Title 7 / Article 61 / Section 7-61-110
7-61-110. General partner - rights - liabilities
Status: in_force

7-61-110. General partner - rights - liabilities. (1) A general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners, but without the written consent or ratification of the specific act by all the limited partners, a general partner or all of the general partners have no authority to:

(a) Do any act in contravention of the certificate;

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

(c) Confess a judgment against the partnership;

(d) Possess partnership property or assign their rights in specific partnership property for other than a partnership purpose;

(e) Admit a person as a general partner;

(f) Admit a person as a limited partner, unless the right to do so is given in the certificate;

(g) Continue the business with partnership property on the death, retirement, or insanity of a general partner, unless the right to do so is given in the certificate.

(2) For a limited partnership that has made the election permitted by section 7-61-129, the article so elected shall be the governing law for purposes of subsection (1) of this section. For a limited partnership that has not made the election permitted by section 7-61-129, article 60 of this title shall be the governing law for purposes of subsection (1) of this section.
C.R.S. § 7-64-801 — CO Code / Title 7 / Article 64 / Part 8 / Section 7-64-801
7-64-801. Events causing dissolution and winding up of partnership business
Status: in_force

7-64-801. Events causing dissolution and winding up of partnership business. (1) A partnership is dissolved, and its business shall be wound up, only upon the occurrence of any of the following events:

(a) In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under section 7-64-601 (1)(b) to (1)(j), of that partner's express will to withdraw as a partner; except that, if the partnership has notice that the partner's will is to withdraw at a later date, then the dissolution shall occur at the later date stated by the partner;

(b) In a partnership for a definite term or particular undertaking:

(I) Within ninety days after a partner's wrongful dissociation under section 7-64-602 (2) or a partner's dissociation by death or otherwise under section 7-64-601 (1)(f) to (1)(j), the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner's rightful dissociation, pursuant to section 7-64-602 (2)(b)(I), constitutes the expression of that partner's will;

(II) The express will of all of the partners to wind up the partnership business; or

(III) The expiration of the term or the completion of the undertaking;

(c) An event agreed to in the partnership agreement resulting in the winding up of the partnership business;

(d) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within ninety days after the partnership has notice of the event is effective retroactively to the date of the event for purposes of this section;

(e) On application by a partner, a judicial determination that:

(I) The economic purpose of the partnership is likely to be unreasonably frustrated;

(II) Another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner;

(III) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or

(IV) The partnership is not reasonably likely to pay liabilities against which it indemnifies the dissociated partner;

(f) On application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business:

(I) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or

(II) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.
C.R.S. § 7-113-203 — CO Code / Title 7 / Article 113 / Part 2 / Section 7-113-203
7-113-203. Appraisal notice and form
Status: in_force

7-113-203. Appraisal notice and form. (1) If a proposed corporate action requiring appraisal rights under section 7-113-102 (1) becomes effective, the corporation shall deliver a written appraisal notice and form to all shareholders that may be entitled to assert appraisal rights.

(2) The appraisal notice required by subsection (1) of this section shall be sent no earlier than the date the corporate action specified in section 7-113-102 (1) became effective, and no later than ten days after that date, and must:

(a) Include a form that:

(I) Specifies the first date of any announcement to shareholders, made before the date the corporate action became effective, of the principal terms of the proposed corporate action;

(II) If the announcement was made, requires the shareholder asserting appraisal rights to certify whether beneficial ownership of those shares for which appraisal rights are asserted was acquired before that date; and

(III) Requires the shareholder asserting appraisal rights to certify that the shareholder did not vote for or consent to the transaction;

(b) State:

(I) Where the form must be sent, where certificates for certificated shares must be deposited, and the date by which those certificates must be deposited, which date must not be earlier than the date for receiving the required form under subsection (2)(b)(II) of this section;

(II) A date by which the corporation must receive the form, which date must not be fewer than forty nor more than sixty days after the date the appraisal notice and form are required to be sent pursuant to the introductory portion to subsection (2) of this section, and state that the shareholder waives the right to demand appraisal with respect to the shares unless the form is received by the corporation by the specified date;

(III) The corporation's estimate of the fair value of the shares;

(IV) That, if requested in writing, the corporation will provide to the shareholder so requesting, within ten days after the date specified in subsection (2)(b)(II) of this section, a statement of the number of shareholders that return the forms by the specified date and the total number of shares owned by them; and

(V) The date by which the notice to withdraw under section 7-113-204 must be received, which date must be within twenty days after the date specified in subsection (2)(b)(II) of this section; and

(c) Be accompanied by a copy of this article 113.
C.R.S. § 7-55-109 — CO Code / Title 7 / Article 55 / Section 7-55-109
7-55-109. Amendment of articles
Status: in_force

7-55-109. Amendment of articles. The articles of incorporation of a cooperative association or corporation may be amended at any regular or special meeting of the stockholders or members of such association. The proposed amendment must be first approved by a two-thirds majority of the directors. The notice of such meeting shall state or have attached thereto the proposed amendment and shall be mailed to each member of record at least ten days prior to the meeting date; except that cooperative associations with less than one hundred members may post notice of such meeting in a conspicuous place at its normal place of business for at least thirty days prior to such meeting. The proposed amendment shall be approved by an affirmative vote of a majority of the stockholders or members present or voting by mail. A certificate stating such amendment and the adoption thereof shall be delivered to the secretary of state for filing pursuant to part 3 of article 90 of this title.
C.R.S. § 7-52-106 — CO Code / Title 7 / Article 52 / Section 7-52-106
7-52-106. Applicability of revised nonprofit corporation act
Status: in_force

7-52-106. Applicability of revised nonprofit corporation act. Except as this article is specifically in conflict therewith, the provisions of the "Colorado Revised Nonprofit Corporation Act", articles 121 to 137 of this title, shall be applicable to this article.
C.R.S. § 7-45-111 — CO Code / Title 7 / Article 45 / Section 7-45-111
7-45-111. Public-private initiatives
Status: in_force

7-45-111. Public-private initiatives. Nothing contained in this article shall prohibit a toll road or toll highway company from entering into a public-private initiative with the department of transportation in accordance with the provisions of part 12 of article 1 of title 43, C.R.S., for the purpose of enabling the construction of a toll road, toll highway, or project. Any such project shall comply with the requirements of this article.
C.R.S. § 7-58-303 — CO Code / Title 7 / Article 58 / Part 3 / Section 7-58-303
7-58-303. Articles
Status: in_force

7-58-303. Articles. (1) The articles shall state:

(a) The domestic entity name of the limited cooperative association;

(b) The purposes for which the limited cooperative association is formed, which may be for any lawful purpose;

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

(d) The street address and, if different, mailing address of the association's initial principal office; and

(e) The true name and street address and, if different, mailing address of each organizer.

(2) The articles may contain any other provisions in addition to those required by subsection (1) of this section, including any matters referred to in subsection (3) of this section, section 7-58-305 (1), or section 7-58-305 (3).

(3) The matters referred to in this subsection (3) may be varied only in the articles. The articles may:

(a) State a term of duration, less than perpetual, of the limited cooperative association under section 7-58-106 (1);

(b) Limit or eliminate the acceptance of new or additional members by the initial board of directors under section 7-58-304 (2);

(c) Vary the percentage of votes required for members to approve an amendment to the articles under section 7-58-405;

(d) Vary the limitations on the obligations and liability of members for association obligations under section 7-58-504;

(e) Require a notice of an annual members meeting to state a purpose of the meeting under section 7-58-508 (2);

(f) Provide for less than unanimous consent to action by members without a members meeting under section 7-58-516 (1)(a);

(g) Vary the matters the board of directors may consider in making a decision under section 7-58-820;

(h) Specify causes of dissolution under section 7-58-1202 (1);

(i) Delegate amendment of the bylaws to the board of directors pursuant to section 7-58-405 (6);

(j) Provide for member approval of asset dispositions under section 7-58-1501;

(k) Subject to section 7-58-820, provide for the elimination or limitation of liability of a director to the association or its members for money damages pursuant to section 7-58-818; and

(l) Provide for permitting or requiring indemnification under section 7-58-901 (1).
C.R.S. § 7-56-307 — CO Code / Title 7 / Article 56 / Part 3 / Section 7-56-307
7-56-307. Inspection of cooperative records by member
Status: in_force

7-56-307. Inspection of cooperative records by member. (1) A member is entitled to inspect and copy, at the member's expense, during regular business hours at a reasonable location stated by the cooperative, any of the records described in section 7-56-107 (4) if the member meets the requirements of subsection (2) of this section and gives the cooperative written demand at least five business days before the date on which the member wishes to inspect and copy such records. Notwithstanding the provisions of this subsection (1) or any provisions of section 7-56-107 (4), no member shall have the right to inspect or copy any records of the cooperative relating to the amount of equity capital in the cooperative held by any person or any accounts receivable or other amounts due the cooperative from any person.

(2) To be entitled to inspect and copy permitted records, the member shall meet the following requirements:

(a) The member has been a member for at least one year immediately preceding the demand to inspect or copy or is a member holding at least five percent of all of the outstanding equity interests in the cooperative as of the date the demand is made;

(b) The demand is made in good faith and for a proper corporate business 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.

(3) The right of inspection granted by this section may not be abolished or limited by the articles, bylaws, or any actions of the board or the members.

(4) This section does not affect:

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

(b) The power of a court to compel the production of the cooperative's records for examination.

(5) Notwithstanding any other provision in this section, if the records of the cooperative to be inspected or copied are in active use or storage and, therefore, not available at the time otherwise provided for inspection or copying, the cooperative shall notify the member of this fact and shall set a date and hour within three business days of the date otherwise set in this section for the inspection or copying.

(6) This section shall not apply to section 7-56-303.
C.R.S. § 7-90-305 — CO Code / Title 7 / Article 90 / Part 3 / Section 7-90-305
7-90-305. Correcting filed document
Status: in_force

7-90-305. Correcting filed document. (1) A person may deliver to the secretary of state, for filing pursuant to this part 3, a statement of correction to:

(a) Correct a filed document if the filed document contains information that was incorrect at the time the document was delivered to the secretary of state for filing pursuant to this part 3; or

(b) Revoke a filed document pursuant to section 7-90-304 (3) or revoke a filed document that was delivered to the secretary of state for filing in error.

(2) A statement of correction:

(a) [Editor's note: This version of paragraph (a) is effective until ninety days following certification by the secretary of state. (See the editor's note following this section.)] Shall state the entity name of the entity to which the document relates or, if the entity to which the document relates does not have an entity name, shall state the true name of the entity, or, in the case of a trade name, shall state the trade name and the name of the person transacting business or conducting activities under such name, or, in the case of a statement of trademark registration or any other document relating to a statement of trademark registration, shall identify the statement of trademark registration in a manner satisfactory to the secretary of state;

(a) [Editor's note: This version of paragraph (a) is effective ninety days following certification by the secretary of state. (See the editor's note following this section.)] Shall state the entity name of the entity to which the document relates or, if the entity to which the document relates does not have an entity name, shall state the true name of the entity, or, in the case of a trade name, shall state the trade name and the name of the person transacting business or conducting activities under such name, or, in the case of a statement of trademark registration or any other document relating to a statement of trademark registration, shall identify the statement of trademark registration in a manner satisfactory to the secretary of state, or, in the case of a commercial registered agent, shall state the name of the commercial registered agent as reflected in the records of the secretary of state;

(b) Shall identify the filed document to the satisfaction of the secretary of state;

(c) Shall state the information, if any, contained in the filed document to be corrected;

(d) Shall state each such correction;

(d.5) Shall state each addition or deletion of information, if any; and

(e) Must, if it revokes a filed document, state that the filed document is revoked either pursuant to section 7-90-304 (3) or because the filed document was delivered to the secretary of state for filing in error, whichever is applicable.

(3) (Deleted by amendment, L. 2003, p. 2292, § 202, effective July 1, 2004.)

(4) Except as otherwise provided in this subsection (4), a statement of correction is effective on the effective date of the filed document it corrects or revokes as such date is stated in the records of the secretary of state. As to persons relying on the filed document before it is corrected or revoked and adversely affected by the correction or revocation, a statement of correction is effective when filed. A statement of correction that corrects the effective date of a filed document to an earlier date is effective on such earlier date or on the date the filed document was filed in the records of the secretary of state as such date is stated in the records of the secretary of state, whichever is later. A statement of correction may not state a delayed effective date for the effectiveness of the statement of correction itself.
C.R.S. § 7-80-713 — CO Code / Title 7 / Article 80 / Part 7 / Section 7-80-713
7-80-713. Derivative proceeding - standing - definitions
Status: in_force

7-80-713. Derivative proceeding - standing - definitions. (1) A member may commence or maintain a derivative proceeding pursuant to this part 7 only where:

(a) The member was a member of the limited liability company at the time of the act or omission complained of or the membership interest in such company thereafter devolved by operation of law; and

(b) It appears that the member fairly and adequately represents the interests of the members similarly situated in enforcing the right of the limited liability company.

(2) For purposes of this part 7, "derivative proceeding" means a civil suit in the right of a domestic limited liability company or, to the extent provided in section 7-80-719, in the right of a foreign limited liability company.
C.R.S. § 7-107-203 — CO Code / Title 7 / Article 107 / Part 2 / Section 7-107-203
7-107-203. Proxies
Status: in_force

7-107-203. Proxies. (1) A shareholder may vote the shareholder's shares in person or by proxy.

(2) Without limiting the manner in which a shareholder may appoint a proxy to vote or otherwise act for the shareholder, the following constitutes valid means of appointment:

(a) A shareholder may appoint a proxy by signing an appointment form, either personally or by the shareholder's attorney-in-fact.

(b) A shareholder may appoint a proxy by an electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization, or similar agent duly authorized by the person who will be the holder of the proxy to receive the transmission. The transmission must set forth or be submitted with information from which it can be determined that the shareholder authorized the electronic transmission. If it is determined that an electronic transmission is valid, the person making that determination shall specify the information upon which the person relied.

(3) An appointment of a proxy is effective against the corporation when received by the corporation, including receipt by the corporation of an appointment transmitted pursuant to subsection (2)(b) of this section. An appointment is valid for the term specified in the appointment form and, if no term is specified, is valid for eleven months unless the appointment is irrevocable under subsection (5) of this section.

(4) A copy, facsimile, telecommunication, or other reliable reproduction of the document, including any electronic transmission, created pursuant to subsection (2) of this section may be substituted or used in lieu of the original document for any and all purposes for which the original document could be used if the copy, facsimile, telecommunication, or other reproduction is a complete reproduction of the entire original document.

(5) An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of any of the following persons or their designees:

(a) A pledgee;

(b) A person who purchased or agreed to purchase the shares;

(c) A creditor of the corporation who extended credit to the corporation under terms requiring the appointment;

(d) An employee of the corporation whose employment contract requires the appointment; or

(e) A party to a voting agreement created under section 7-107-302.

(6) The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy's authority under the appointment.

(7) An appointment made irrevocable under subsection (5) of this section is revoked when the interest with which it is coupled is extinguished, but such revocation does not affect the right of the corporation to accept the proxy's authority unless:

(a) The corporation had notice that the appointment was coupled with that interest and notice that the interest is extinguished is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy's authority under the appointment; or

(b) Other notice of the revocation of the appointment is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy's authority under the appointment.

(8) The corporation shall not be required to recognize an appointment made irrevocable under subsection (5) of this section if it has received a writing revoking the appointment signed by the shareholder either personally or by the shareholder's attorney-in-fact, notwithstanding that the revocation may be a breach of an obligation of the shareholder to another person not to revoke the appointment. This provision shall not affect any claim such other person may have against the shareholder with respect to the revocation.

(9) Unless an appointment otherwise provides, an appointment made irrevocable under subsection (5) of this section continues in effect after a transfer of the shares and a transferee takes the shares subject to the appointment; except that a transferee for value of shares subject to an irrevocable appointment may revoke the appointment if:

(a) The transferee did not know of its existence when the transferee acquired the shares; and

(b) The existence of the irrevocable appointment was not noted on the certificate representing the shares or on the information statement for shares without certificates.

(10) Subject to section 7-107-205 and to any express limitation on the proxy's authority appearing on the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.
C.R.S. § 7-117-102 — CO Code / Title 7 / Article 117 / Section 7-117-102
7-117-102. Application to foreign corporations
Status: in_force

7-117-102. Application to foreign corporations. A foreign corporation authorized to transact business or conduct activities in this state on June 30, 1994, is subject to articles 101 to 117 of this title but is not required to obtain new authorization to transact business or conduct activities under said articles.
C.R.S. § 7-49-110 — CO Code / Title 7 / Article 49 / Section 7-49-110
7-49-110. Mortgage loans eligible for insurance
Status: in_force

7-49-110. Mortgage loans eligible for insurance. (1) Fund insurance may be made available under the following conditions:

(a) Fund insurance is applicable to loans originated by mortgagees approved by the corporation.

(b) Mortgage loans must be a first lien against subject property.

(c) Mortgage loans involving leaseholds must have a remaining lease term of not less than the mortgage term plus ten years.

(d) Mortgage loans on one- to eight-family properties are eligible only if owner-occupied.

(e) All mortgage loans shall bear interest at the rate agreed upon by the mortgagor and the corporation if the loan is made directly from funds held by the corporation and transferred to a participating lender, or by the mortgagor and the lending institution if the loan is made by the institution on call from the corporation.

(f) No mortgage loan shall be insured for a term in excess of forty years.

(g) The mortgage loan must contain amortization provisions satisfactory to the corporation for the complete amortization of the loan in monthly installments. Generally, the sum of principal and interest payments shall be substantially the same from month to month; however, special amortization programs involving increasing or decreasing monthly payments may be considered for insurance by the corporation.

(h) Mortgage loans submitted for insurance consideration to the corporation must conform to the exhibits, documentation, and eligibility criteria as required under the loan insurance program for which approval is being requested. The corporation may establish, from time to time, the maximum interest rate and term of the loan which it will permit as to any loan it will insure.
C.R.S. § 7-136-108 — CO Code / Title 7 / Article 136 / Section 7-136-108
7-136-108. Statement of person named as director or officer
Status: repealed

7-136-108. Statement of person named as director or officer. (Repealed)
C.R.S. § 7-58-1603 — CO Code / Title 7 / Article 58 / Part 16 / Section 7-58-1603
7-58-1603. Action on plan of conversion by converting limited cooperative association
Status: in_force

7-58-1603. Action on plan of conversion by converting limited cooperative association. (1) For a limited cooperative association to convert into another form of entity, a plan of conversion must be approved by a majority of the board of directors, or a greater percentage if required by the articles or bylaws, and the board of directors must call a members meeting to consider the plan of conversion, 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, 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 conversion or, if the board determines that because of a 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 conversion to the members; and

(d) Notice of the meeting at which the plan of conversion will be considered, which notice must be given in the same manner as notice of a special meeting of members.

(2) Subject to subsections (3) and (4) of this section, a plan of conversion must be approved by:

(a) At least a majority of the voting power of members present at a members meeting called under subsection (1) of this section; and

(b) If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the articles or bylaws require a greater percentage vote by patron members.

(3) The articles or bylaws may require that the percentage of votes required under paragraph (a) of subsection (2) of this section is:

(a) A different percentage that is not less than a majority of members voting at the meeting;

(b) Measured against the voting power of all members; or

(c) A combination of paragraphs (a) and (b) of this subsection (3).

(4) The vote required to approve a plan of conversion must not be less than the vote required for the members of the limited cooperative association to amend the articles of organization.

(5) Consent in a record to a plan of conversion by a member must be delivered to the limited cooperative association before delivery of a statement of conversion for filing pursuant to section 7-58-1608 (1) if, as a result of the conversion, the member will have:

(a) Personal liability for an obligation of the association; or

(b) An obligation or liability for an additional contribution.

(6) Subject to subsection (5) of this section and any contractual rights, after a conversion is approved and at any time before the effective date of the conversion, a converting limited cooperative association may amend a plan of conversion or abandon the planned conversion:

(a) As provided in the plan; and

(b) Except as prohibited by the plan, by the same affirmative vote of the board of directors and of the members as was required to approve the plan.

(7) The voting requirements for districts, classes, or voting groups under section 7-58-404 apply to approval of a conversion under this part 16.
C.R.S. § 7-58-1610 — CO Code / Title 7 / Article 58 / Part 16 / Section 7-58-1610
7-58-1610. Consolidation
Status: in_force

7-58-1610. Consolidation. (1) Constituent entities that are limited cooperative associations or foreign cooperatives may agree to call a merger a consolidation under this part 16.

(2) All provisions governing mergers or using the term merger in this part 16 apply equally to mergers that the constituent entities choose to call consolidations under subsection (1) of this section.
C.R.S. § 7-61-128 — CO Code / Title 7 / Article 61 / Section 7-61-128
7-61-128. Rules of construction
Status: in_force

7-61-128. Rules of construction. (1) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this article.

(2) This article shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it.

(3) This article shall not be so construed as to impair the obligations of any contract existing on April 11, 1931, nor to affect any action on proceedings begun or right accrued before said date.
C.R.S. § 7-90-811 — CO Code / Title 7 / Article 90 / Part 8 / Section 7-90-811
7-90-811. Application to existing foreign entities
Status: in_force

7-90-811. Application to existing foreign entities. A foreign entity authorized to transact business or conduct activities in this state in accordance with law as in effect on June 30, 2004, is subject to this part 8 and the filed document pursuant to which it has such authority shall be deemed to be a filed statement of foreign entity authority for purposes of this part 8.
C.R.S. § 7-58-901 — CO Code / Title 7 / Article 58 / Part 9 / Section 7-58-901
7-58-901. Indemnification
Status: in_force

7-58-901. Indemnification. (1) Indemnification of an individual who has incurred liability or is a party, or is threatened to be made a party, to litigation because of the performance of a duty to, or activity on behalf of, a limited cooperative association is governed by the "Colorado Business Corporation Act", articles 101 to 117 of this title.

(2) A limited cooperative association may purchase and maintain insurance on behalf of any individual against liability asserted against or incurred by the individual to the same extent and subject to the same conditions as provided by the "Colorado Business Corporation Act", articles 101 to 117 of this title.
C.R.S. § 7-58-112 — CO Code / Title 7 / Article 58 / Part 1 / Section 7-58-112
7-58-112. Required information
Status: in_force

7-58-112. Required information. (1) Subject to subsection (2) of this section, a limited cooperative association shall maintain in a record available at its principal office:

(a) A list containing the name, last-known street address and, if different, mailing address, and term of office of each director and officer;

(b) The initial articles and all amendments to and restatements of the articles;

(c) The initial bylaws and all amendments to and restatements of the bylaws;

(d) All filed statements of merger and statements of conversion;

(e) All annual financial statements of the association for the three most recent fiscal years;

(f) The minutes of members meetings and records of all action taken by members without a meeting for the three most recent years;

(g) A list containing:

(I) The name, in alphabetical order, and last-known street address and, if different, mailing address of each patron member and each investor member; and

(II) If the association has districts or classes of members, information from which each member in a district or class may be identified;

(h) The federal income tax returns and any state and local income tax returns of the association for the three most recent years;

(i) Accounting records maintained by the association in the ordinary course of its operations for the three most recent years;

(j) The minutes of all directors meetings and records of all action taken by directors without a meeting for the three most recent years;

(k) The amount of money contributed and agreed to be contributed by each member;

(l) A description and statement of the agreed value of contributions other than money made and agreed to be made by each member;

(m) The times at which, or events on the happening of which, any additional contribution is to be made by each member;

(n) For each member, a description and statement of the member's interest or information from which the description and statement can be derived; and

(o) All communications concerning the association made in a record to all members, or to all members in a district or class, for the three most recent years.

(2) If a limited cooperative association has existed for less than the period for which records must be maintained under subsection (1) of this section, the period for which records must be kept is the period of the association's existence.

(3) The articles or bylaws may require that more information be maintained.
C.R.S. § 7-131-101.5 — CO Code / Title 7 / Article 131 / Section 7-131-101.5
7-131-101.5. Conversion
Status: in_force

7-131-101.5. Conversion. A nonprofit corporation may convert into any form of entity permitted by section 7-90-201 if the board of directors of the nonprofit corporation adopts a plan of conversion that complies with section 7-90-201.3 and the members entitled to vote thereon, if any, if required by section 7-131-102, approve the plan of conversion.
C.R.S. § 7-116-104 — CO Code / Title 7 / Article 116 / Section 7-116-104
7-116-104. Court-ordered inspection of corporate records
Status: in_force

7-116-104. Court-ordered inspection of corporate records. (1) If a corporation refuses to allow a shareholder, or the shareholder's agent or attorney, who complies with section 7-116-102 (1) to inspect or copy any records that the shareholder is entitled to inspect or copy by said section, the district court for the county in this state in which the street address of the corporation's principal office is located or, if the corporation has no principal office in this state, the district court for the county in which the street address of its registered agent is located or, if the corporation has no registered agent, the district court for the city and county of Denver may, on application of the shareholder, summarily order the inspection or copying of the records demanded at the corporation's expense.

(2) If a corporation refuses to allow a shareholder, or the shareholder's agent or attorney, who complies with section 7-116-102 (2) and (3) to inspect or copy any records that the shareholder is entitled to inspect or copy by section 7-116-102 (2) and (3) within a reasonable time following the shareholder's demand, the district court for the county in this state in which the street address of the corporation's principal office is located or, if the corporation has no principal office in this state, the district court for the county in which the street address of its registered agent is located or, if the corporation has no registered agent, the district court for the city and county of Denver may, on application of the shareholder, summarily order the inspection or copying of the records demanded.

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

(a) The court shall also order the corporation to pay the shareholder's costs, including reasonable counsel fees, incurred to obtain the order;

(b) The court may order the corporation to pay the shareholder for any damages the shareholder incurred;

(c) If inspection or copying is ordered pursuant to subsection (2) of this section, the court may order the corporation to pay the shareholder's inspection and copying expenses; and

(d) The court may grant the shareholder any other remedy provided by law.

(4) 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 shareholder.
C.R.S. § 7-56-408 — CO Code / Title 7 / Article 56 / Part 4 / Section 7-56-408
7-56-408. Registered office and registered agent - repeal
Status: repealed

7-56-408. Registered office and registered agent - repeal. (Repealed)
C.R.S. § 7-107-202 — CO Code / Title 7 / Article 107 / Part 2 / Section 7-107-202
7-107-202. Voting entitlement of shares
Status: in_force

7-107-202. Voting entitlement of shares. (1) Except as otherwise provided in subsections (2) and (4) of this section or in the articles of incorporation, each outstanding share, regardless of class, is entitled to one vote, and each fractional share is entitled to a corresponding fractional vote, on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.

(2) Except as otherwise ordered by a court of competent jurisdiction upon a finding that the purpose of this subsection (2) would not be violated in the circumstances presented to the court, the shares of a corporation are not entitled to be voted if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation.

(3) Subsection (2) of this section does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.

(4) Redeemable shares are not entitled to be voted after notice of redemption is delivered to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.
C.R.S. § 7-90-402 — CO Code / Title 7 / Article 90 / Part 4 / Section 7-90-402
7-90-402. Interrogatories by secretary of state
Status: in_force

7-90-402. Interrogatories by secretary of state. (1) The secretary of state may propound to any domestic entity that has a constituent filed document filed in the records of the secretary of state, to any foreign entity that is authorized to transact business or conduct activities in this state, and to any manager thereof, such interrogatories as may be reasonably necessary and proper to enable the secretary of state to ascertain whether the entity has complied with all the provisions of the organic statutes. The interrogatories shall be answered within thirty days after the mailing thereof or within such additional time as fixed by the secretary of state, and the answers thereto shall be full and complete and shall be made in writing. If the interrogatories are directed to an individual, they shall be answered by the individual, and if directed to an entity, they shall be answered by a manager of the entity or by any other person authorized to answer the interrogatories as its agent. The secretary of state need not file any document to which such interrogatories relate until the interrogatories are answered as provided in this section, and not then if the answers thereto disclose that the document is not in conformity with the provisions of the organic statutes. The secretary of state shall certify to the attorney general, for such action as the attorney general may deem appropriate, all interrogatories and answers thereto that disclose a violation of any of the provisions of the organic statutes.

(2) Interrogatories propounded by the secretary of state and the answers thereto shall not be open to public inspection, nor shall the secretary of state disclose any facts or information obtained therefrom, except insofar as the official duty of the secretary of state may require the same to be made public or in the event such interrogatories or the answers thereto are required for evidence in any criminal proceedings or in any other action by this state.

(3) Each entity that fails or refuses to answer truthfully and fully, within the time prescribed by subsection (1) of this section, interrogatories propounded to the entity by the secretary of state in accordance with the provisions of said subsection (1) is guilty of a misdemeanor and, upon conviction thereof, shall be punished by a fine of not more than five thousand dollars.

(4) Each manager of an entity who fails or refuses to answer truthfully and fully, within the time prescribed by subsection (1) of this section, interrogatories propounded to the manager by the secretary of state in accordance with the provisions of said subsection (1) is guilty of a misdemeanor and, upon conviction thereof, shall be punished by a fine of not more than ten thousand dollars.

(5) The attorney general may enforce this section in an action brought in the district court for the county in this state in which the street address of the entity's principal office or the street address of its registered agent is located or, if the entity has no principal office in this state and no registered agent, in the district court in and for the city and county of Denver.
C.R.S. § 7-90-701 — CO Code / Title 7 / Article 90 / Part 7 / Section 7-90-701
7-90-701. Registered agent - definition
Status: in_force

7-90-701. Registered agent - definition. (1) [Editor's note: For the applicability of this subsection (1) on or after July 1, 2025, see the editor's note following this section.] Every domestic entity for which a constituent filed document is on file in the records of the secretary of state and every foreign entity authorized to transact business or conduct activities in this state shall continuously maintain in this state a registered agent that is:

(a) (I) An individual who is eighteen years of age or older and whose primary residence or usual place of business is in this state.

(II) To establish eligibility pursuant to this subsection (1)(a), an individual must either:

(A) Hold a current, valid driver's license issued by this state or an identification card issued by this state; or

(B) Otherwise verify the individual's residency status with the secretary of state consistent with the secretary of state's policies, which must be developed before January 1, 2025, in coordination with key community partners and impacted communities.

(b) A domestic entity in good standing as listed in the secretary of state's records and having a usual place of business in this state; or

(c) A foreign entity authorized to transact business or conduct activities in this state that is in good standing as listed in the secretary of state's records and that has a usual place of business in this state.

(2) [Editor's note: For the applicability of this subsection (2) on or after July 1, 2025, see the editor's note following this section.] An entity in good standing as listed in the secretary of state's records and having a usual place of business in this state may serve as its own registered agent.

(3) Any document delivered to the secretary of state for filing on behalf of an entity that appoints a person as the registered agent for the entity shall contain a statement that the person has consented to being so appointed.

(4) [Editor's note: For the applicability of this subsection (4) on or after July 1, 2025, see the editor's note following this section.] As used in this section, "usual place of business" has the same meaning as set forth in section 7-90-102 (56)(b).
C.R.S. § 7-112-101 — CO Code / Title 7 / Article 112 / Section 7-112-101
7-112-101. Sale or mortgage of property without shareholder approval
Status: in_force

7-112-101. Sale or mortgage of property without shareholder approval. (1) A corporation may, as authorized by its bylaws or by the board of directors:

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

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

(c) Transfer any or all of its property to a domestic corporation all the shares of which are owned, directly or indirectly, by the corporation.

(2) Unless otherwise provided in the articles of incorporation, approval by the shareholders of a transaction described in subsection (1) of this section is not required.
C.R.S. § 7-90-206 — CO Code / Title 7 / Article 90 / Part 2 / Section 7-90-206
7-90-206. Appraisal rights, prohibitions, restrictions, and requirements
Status: in_force

7-90-206. Appraisal rights, prohibitions, restrictions, and requirements. (1) To the extent that any organic statute or the common law expressly prohibits or restricts the right of any entity to convert into any other form of entity or merge with or be party to an exchange with any other entity, grants appraisal rights with respect to the merger, conversion, or exchange, or imposes any requirement on the conversion, merger, or exchange, any merger, conversion, or exchange of the entity under this part 2 is subject to the restriction, entitles its owners to the appraisal rights, and is subject to the requirement.

(2) If the primary constituent documents or organic statutes do not provide an owner of a converting entity, merging entity, or entity party to an exchange with appraisal rights or do not expressly deny an owner of a converting entity, merging entity, or entity party to an exchange with appraisal rights, but an owner would be entitled under the organic statutes or primary constituent documents to appraisal rights if the entity were merged into an entity of the same form as the converting or acquiring entity, were party to an exchange with an entity of the same form as the converting or surviving entity, or were converted into an entity of the same form as the acquiring or surviving entity, then the owner is entitled to appraisal rights with respect to the conversion, merger, or exchange:

(a) On the same basis as the owner would be so entitled under the organic statutes or primary constituent documents if the entity were being merged into an entity of the same form as the converting or acquiring entity;

(b) If no provisions specified in subsection (2)(a) of this section exist, on the same basis as the owner would be so entitled under the organic statutes or primary constituent documents if the entity were party to an exchange with an entity of the same form as the converting or acquiring entity; or

(c) If no provisions specified in subsections (2)(a) and (2)(b) of this section exist, on the same basis as the owner would be so entitled under the organic statutes or primary constituent documents if the entity were being converted into an entity of the same form as the surviving or acquiring entity.

(3) Unless otherwise provided in the plan of conversion, plan of merger, or plan of exchange, an owner of an entity that is converted into another form of entity or merged into any other entity, or whose owner's interest is exchanged with another entity pursuant to an owner's interest exchange who consents to the conversion, merger, or exchange, or, in a transaction in which appraisal rights are applicable, who does not consent to the conversion, merger, or exchange and who does not exercise appraisal rights becomes an owner of the resulting or surviving entity and shall be deemed to be a party to, and to be bound by, the constituent operating document of the resulting or surviving entity.
C.R.S. § 7-128-104 — CO Code / Title 7 / Article 128 / Part 1 / Section 7-128-104
7-128-104. Election, appointment, and designation of directors
Status: in_force

7-128-104. Election, appointment, and designation of directors. (1) All directors except the initial directors shall be elected, appointed, or designated as provided in the bylaws. If no method of election, appointment, or designation is stated in the bylaws, the directors other than the initial directors shall be elected as follows:

(a) If the nonprofit corporation has voting members, all directors except the initial directors shall be elected by the voting members at each annual meeting of the voting members; and

(b) If the nonprofit corporation does not have voting members, all directors except the initial directors shall be elected by the board of directors.

(2) The bylaws may authorize the election of all or a stated number or portion of directors, except the initial directors, by the members of one or more voting groups of voting members or by the directors of one or more authorized classes of directors. A class of voting members or directors entitled to elect one or more directors is a separate voting group for purposes of the election of directors.

(3) The bylaws may authorize the appointment of one or more directors by such person or persons, or by the holder of such office or position, as the bylaws shall state.

(4) For purposes of articles 121 to 137 of this title, designation occurs when the bylaws name an individual as a director or designate the holder of some office or position as a director.
C.R.S. § 7-122-103 — CO Code / Title 7 / Article 122 / Section 7-122-103
7-122-103. Incorporation
Status: in_force

7-122-103. Incorporation. (1) A nonprofit corporation is incorporated when the articles of incorporation are filed by the secretary of state or, if a delayed effective date is stated pursuant to section 7-90-304 in the articles of incorporation as filed by the secretary of state and if a statement of change revoking the articles of incorporation is not filed before such effective date, on such delayed effective date. The corporate existence begins upon incorporation.

(2) The secretary of state's filing of the articles of incorporation is conclusive that all conditions precedent to incorporation have been met.
C.R.S. § 7-58-1301 — CO Code / Title 7 / Article 58 / Part 13 / Section 7-58-1301
7-58-1301. Derivative action
Status: in_force

7-58-1301. Derivative action. (1) A member may maintain a derivative action to enforce a right of a limited cooperative association if:

(a) The member demands in a record that the association bring an action to enforce the right; and

(b) Any of the following occur:

(I) The association does not, within ninety days after the association receives the demand, agree to bring the action;

(II) The association notifies the member in a record that it has rejected the demand;

(III) Irreparable harm to the association would result by waiting ninety days after the association receives the demand; or

(IV) The association agrees to bring an action demanded and fails to bring the action within a reasonable time.
C.R.S. § 7-50-103 — CO Code / Title 7 / Article 50 / Section 7-50-103
7-50-103. Bylaws
Status: in_force

7-50-103. Bylaws. The directors, trustees, wardens, or vestrymen of any such corporation shall adopt necessary bylaws to provide for the election of directors, trustees, wardens, or vestrymen and other officers and for the proper government in all respects of the congregation, church, or society, unless such corporation, in its articles of incorporation, reserves to itself the right to make and adopt such prudential bylaws as it deems necessary to provide for the election of directors, trustees, wardens, or vestrymen and other officers and for the proper government in all respects of such congregation, church, or society.
C.R.S. § 7-42-101 — CO Code / Title 7 / Article 42 / Section 7-42-101
7-42-101. Additional statements in certificates - mutual ditch corporation shares
Status: in_force

7-42-101. Additional statements in certificates - mutual ditch corporation shares. (1) When three or more persons associate under the provisions of law to form a corporation for the purpose of constructing a ditch, reservoir, pipeline, or any part thereof to convey water from any natural or artificial stream, channel, or source whatever to any mines, mills, or lands or for storing the same, they shall in their articles of incorporation, in addition to the matters otherwise required, state: The stream, channel, or source from which the water is to be taken; the point or place at or near which the water is to be taken; the location, as near as may be, of any reservoir intended to be constructed; the line, as near as may be, of any ditch or pipeline intended to be constructed; and the use to which the water is intended to be applied.

(2) A corporation formed under the "Colorado Revised Nonprofit Corporation Act", articles 121 to 137 of this title, shall have all of the rights and powers granted by this article to the extent not inconsistent with said act, if such nonprofit corporation otherwise complies with the terms and provisions of this article.

(3) In the case of a municipal corporation, county, special district, or entity, as that term is defined in section 7-90-102, that is a member or stockholder of a corporation described in subsection (1) or (2) of this section, an individual officer, partner, member, manager, agent, or employee of the municipal corporation, county, special district, or entity as designated by the municipal corporation, county, special district, or entity is eligible for election to serve as a director of the corporation irrespective of the fact that such individual is not a member or stockholder of the corporation.

(4) (a) Subject to any decree for the water rights held in the name of a mutual ditch corporation and to a mutual ditch corporation's articles of incorporation or bylaws, a mutual ditch corporation delivering direct flow water rights may provide water to only water-requesting stockholders, including stockholders that own shares for which a change in use has been adjudicated or approved. Consistent with each stockholder's request and the available water supply, a mutual ditch corporation may provide water at rates of flow greater or less than each stockholder's pro rata ownership of shares in the corporation. When total stockholder demand exceeds available water supply, a mutual ditch corporation shall provide, to the extent possible, a pro rata amount of water to all stockholders that are requesting water, either simultaneously or, if necessary, by rotating among stockholders in sections or by other equitable methods as determined by the corporation.

(b) Subject to subsection (4)(c)(IV) of this section, if a water court decree authorizing the change in use of the water rights represented by mutual ditch corporation shares contains volumetric limits on the amount of water deliverable to the changed shares, water diverted and delivered by the mutual ditch corporation only counts against the changed stockholder's volumetric limits if the stockholder, or its lessee or designee, takes delivery in accordance with the change in use decree.

(c) A court shall not construe this subsection (4):

(I) (A) To supersede or abrogate the conditions of any final water court decree entered before September 7, 2021; or

(B) To apply to any water court application for which a trial was held before September 7, 2021, or to an appeal of any water court decision or decree resulting from such a trial;

(II) To impede or prevent a stockholder from changing the type of, place of, time of use of, or point of diversion of the water rights represented by the shares in a mutual ditch corporation;

(III) To require or prohibit a reduction in the flow rate available to a stockholder or mutual ditch corporation when the type of, place of, time of use of, or point of diversion of the water rights represented by the shares is lawfully changed;

(IV) (A) To amend or modify the standards in section 37-92-305 for water court approval of a change in use; or

(B) To amend or modify the court's ability to order conditions necessary to prevent an enlargement upon the historical use of water rights for which a change is sought or to prevent a diminution of return flow historically resulting from the use of the changed shares to the detriment of other appropriators; or

(V) To impair the ability of a stockholder to enter into a program identified in section 37-92-305 (3)(c) or to enter into an acquisition transaction provided for in either section 37-92-102 (3) or 37-83-105.
C.R.S. § 7-113-202 — CO Code / Title 7 / Article 113 / Part 2 / Section 7-113-202
7-113-202. Notice of intent to demand payment
Status: in_force

7-113-202. Notice of intent to demand payment. (1) If a proposed corporate action specified in section 7-113-102 (1) is submitted to a vote at a shareholders' meeting, a shareholder that wishes to assert appraisal rights with respect to any class or series of shares:

(a) Must deliver to the corporation, before the vote is taken, notice of the shareholder's intent to demand payment if the proposed corporate action is effectuated; and

(b) Must not vote, or cause or permit to be voted, any shares of the class or series in favor of the proposed corporate action.

(2) If a proposed corporate action specified in section 7-113-102 (1) is to be approved by less than unanimous written consent, a shareholder that wishes to assert appraisal rights with respect to any class or series of shares must not execute a consent in favor of the proposed corporate action with respect to that class or series of shares.

(3) A shareholder that fails to satisfy the requirements of subsection (1) or (2) of this section is not entitled to demand payment under this article 113.
C.R.S. § 7-40-106 — CO Code / Title 7 / Article 40 / Section 7-40-106
7-40-106. Associations which can be formed
Status: in_force

7-40-106. Associations which can be formed. Religious, educational, benevolent, charitable, and other nonprofit associations may incorporate under the provisions of this article or any other applicable law authorizing such incorporation.
C.R.S. § 7-60-116 — CO Code / Title 7 / Article 60 / Section 7-60-116
7-60-116. Liability of purported partner
Status: in_force

7-60-116. 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 7-60-115 (2) 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) When a partnership liability results, such person is liable as though the person were an actual member of the partnership; except that, in the case of a limited liability partnership, the person's liability is subject to section 7-60-115 (2).

(3) When no partnership liability results, such person is liable jointly with the other persons, if any, so consenting to the contract or representation as to incur liability, otherwise separately.

(4) When a person has been thus represented to be a partner in an existing partnership or with one or more persons not actual partners, the purported partner is an agent of the persons consenting to such representation to bind them to the same extent and in the same manner as though the purported partner were a partner in fact with respect to persons who rely upon the representation. Where all the members of the existing partnership consent to the representation, a partnership act or obligation results; but in all other cases it is the joint act or obligation of the person acting and the persons consenting to the representation.
C.R.S. § 7-64-705 — CO Code / Title 7 / Article 64 / Part 7 / Section 7-64-705
7-64-705. Continued use of partnership name
Status: in_force

7-64-705. Continued use of partnership name. Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.
C.R.S. § 7-137-101 — CO Code / Title 7 / Article 137 / Part 1 / Section 7-137-101
7-137-101. Application to existing corporations
Status: in_force

7-137-101. Application to existing corporations. (1) (a) For purposes of this article, "existing corporate entity" means any corporate entity that was in existence on June 30, 1998, and that was incorporated under articles 20 to 29 of this title or elected to accept such articles as provided therein.

(b) A corporate entity that was either incorporated under or elected to accept articles 20 to 29 of this title and that was suspended or, as a consequence of such suspension, dissolved by operation of law before July 1, 1998, and was eligible for reinstatement or restoration, renewal, and revival on June 30, 1998, shall be deemed to be in existence on that date for purposes of this subsection (1) and shall be deemed administratively dissolved on the date of such suspension for purposes of section 7-134-105.

(c) A corporate entity that was either incorporated under or elected to accept articles 20 to 29 of this title and that was suspended or, as a consequence of such suspension, dissolved by operation of law before July 1, 1998, and was not eligible for reinstatement or restoration, renewal, and revival on June 30, 1998, shall be treated as a domestic entity as to which a constituent filed document has been filed by, or placed in the records of, the secretary of state and that has been dissolved for purposes of section 7-90-1001.

(2) Subject to this section, articles 121 to 137 of this title apply to all existing corporate entities subject to articles 20 to 29 of this title.

(3) Unless the articles of incorporation or bylaws of an existing corporate entity recognize the right of a member to transfer such member's membership interests in such corporate entity, such interests shall be presumed to be nontransferable. However, if the transferability of such interests is not prohibited by such articles of incorporation or bylaws, such transferability may be established by a preponderance of the evidence taking into account any representation made by the corporate entity, the practice of such corporate entity, other transactions involving such interests, and other facts bearing on the existence of the rights to transfer such interests.

(4) Until the articles of incorporation of an existing corporate entity are amended or restated on or after July 1, 1998, they need not be amended or restated to comply with articles 121 to 137 of this title.

(5) Unless changed by an amendment to its articles of incorporation, members or classes of members of an existing corporate entity shall be deemed to be voting members for purposes of articles 121 to 137 of this title if such members or classes of members, on June 30, 1998, had the right by reason of a provision of the corporate entity's articles of incorporation or bylaws, or by a custom, practice, or tradition, to vote for the election of a director or directors.

(6) The bylaws of an existing corporate entity may be amended as provided in its articles of incorporation or bylaws. Unless otherwise so provided, the power to amend such bylaws shall be vested in the board of directors.
C.R.S. § 7-80-712 — CO Code / Title 7 / Article 80 / Part 7 / Section 7-80-712
7-80-712. Information and accounting
Status: repealed

7-80-712. Information and accounting. (Repealed)
C.R.S. § 7-127-208 — CO Code / Title 7 / Article 127 / Part 2 / Section 7-127-208
7-127-208. Voting for directors - cumulative voting
Status: in_force

7-127-208. Voting for directors - cumulative voting. (1) If the bylaws provide for cumulative voting for directors by the voting members, voting members may so vote, by multiplying the number of votes the voting members are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates.

(2) Cumulative voting is not authorized at a particular meeting unless:

(a) The meeting notice or statement accompanying the notice states that cumulative voting will take place; or

(b) A voting member gives notice during the meeting and before the vote is taken of the voting member's intent to cumulate votes, and if one voting member gives this notice all other voting members participating in the election are entitled to cumulate their votes without giving further notice.

(3) If cumulative voting is in effect, a director may not be removed if the number of votes cast against such removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election for such director.

(4) Members may not vote cumulatively if the directors and members are identical.

(5) In an election of multiple directors, that number of candidates equaling the number of directors to be elected, having the highest number of votes cast in favor of their election, are elected to the board of directors. When only one director is being voted upon, the affirmative vote of a majority of the members constituting a quorum at the meeting at which the election occurs shall be required for election to the board of directors.
C.R.S. § 7-62-302 — CO Code / Title 7 / Article 62 / Part 3 / Section 7-62-302
7-62-302. Voting
Status: in_force

7-62-302. Voting. Subject to the provisions of section 7-62-303, the partnership agreement may grant to all or a specified group of the limited partners the right to vote (on a per capita or other basis) upon any matter.
C.R.S. § 7-56-409 — CO Code / Title 7 / Article 56 / Part 4 / Section 7-56-409
7-56-409. Registered agent - service of process
Status: in_force

7-56-409. Registered agent - service of process. Part 7 of article 90 of this title, providing for registered agents and service of process, applies to cooperatives formed under or subject to this article.
C.R.S. § 7-60-124 — CO Code / Title 7 / Article 60 / Section 7-60-124
7-60-124. Property rights of a partner
Status: in_force

7-60-124. Property rights of a partner. (1) The property rights of a partner are:

(a) Such partner's rights in specific partnership property;

(b) Such partner's interest in the partnership; and

(c) Such partner's right to participate in the management.
C.R.S. § 7-61-126 — CO Code / Title 7 / Article 61 / Section 7-61-126
7-61-126. Requirements for amendment and for cancellation of certificate
Status: in_force

7-61-126. Requirements for amendment and for cancellation of certificate. (1) The writing to amend a certificate shall:

(a) Conform to the requirements of section 7-61-103 insofar as necessary to state clearly the change in the certificate that is desired; and

(b) Be signed and sworn to by all members, and an amendment substituting a limited partner or adding a limited or general partner shall be signed also by the member to be substituted or added, and when a limited partner is to be substituted, the amendment shall also be signed by the assigning limited partner.

(2) The writing to cancel a certificate shall be signed by all members.

(3) If any person designated in subsections (1) and (2) of this section as a person who must execute the writing to cancel a certificate refuses to do so, a person desiring the cancellation or amendment of such certificate may petition the district court to direct a cancellation or amendment thereof.

(4) If the court finds that the petitioner has a right to have the writing executed by a person who refuses to do so, it shall order the county clerk and recorder in the office in which the certificate is recorded to record the cancellation or amendment of the certificate; and where the certificate is to be amended, the court shall also cause to be filed for record in said office a certified copy of its decree stating the amendment.

(5) A certificate is amended or canceled when there is filed for record in the office of the county clerk and recorder in which the certificate is recorded:

(a) A writing in accordance with the provisions of subsections (1) and (2) of this section; or

(b) A certified copy of the order of court in accordance with the provisions of subsection (4) of this section.

(6) After the certificate is duly amended in accordance with this section, the amended certificate thereafter shall be for all purposes the certificate provided for by this article.
C.R.S. § 7-60-102 — CO Code / Title 7 / Article 60 / Section 7-60-102
7-60-102. Definitions
Status: repealed

7-60-102. Definitions. As used in this article, unless the context otherwise requires:

(1) "Bankrupt" includes bankrupt or debtor under the federal bankruptcy code of 1978, title 11 of the United States Code, or insolvent under any state insolvency act.

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

(3) "Conveyance" includes every assignment, lease, mortgage, or encumbrance.

(4) "Court" includes every court and judge having jurisdiction in the case.

(4.5) Repealed.

(4.7) "Limited liability partnership" means a partnership that has registered under section 7-60-144.

(5) Repealed.

(6) "Real property" includes land and any interest or estate in land.

(7) (Deleted by amendment, L. 2004, p. 1421, § 67, effective July 1, 2004.)
C.R.S. § 7-58-511 — CO Code / Title 7 / Article 58 / Part 5 / Section 7-58-511
7-58-511. Voting by patron members
Status: in_force

7-58-511. Voting by patron members. Except as provided by section 7-58-512 (1), each patron member has one vote. The articles or bylaws may allocate voting power among patron members as provided in section 7-58-512 (1).
C.R.S. § 7-137-204 — CO Code / Title 7 / Article 137 / Part 2 / Section 7-137-204
7-137-204. Effect of certificate of acceptance
Status: in_force

7-137-204. Effect of certificate of acceptance. (1) Upon the filing by the secretary of state of the statement of election to accept articles 121 to 137 of this title, the election of the corporate entity to accept said articles shall become effective.

(2) A corporate entity so electing under articles 121 to 137 of this title or corresponding provision of prior law shall have the same powers and privileges and be subject to the same duties, restrictions, penalties, and liabilities as though such corporate entity had been originally formed under said articles and shall also be subject to any duties or obligations expressly imposed upon the corporate entity by a special charter, subject to the following:

(a) If no period of duration is expressly fixed in the articles of incorporation of such corporate entity, its period of duration shall be deemed to be perpetual.

(b) No amendment to the articles of incorporation adopted after such election to accept articles 121 to 137 of this title shall release or terminate any duty or obligation expressly imposed upon any such corporate entity under and by virtue of a special charter or enlarge any right, power, or privilege granted to any such corporate entity under a special charter, except to the extent that such right, power, or privilege might have been included in the articles of incorporation of a corporate entity formed under said articles.

(c) In the case of any corporate entity with issued shares of stock, the holders of such issued shares who surrender them to the corporate entity to be canceled upon the acceptance of said articles by the corporate entity becoming effective shall become members of the corporate entity with one vote for each share of stock so surrendered until such time as the corporate entity by proper corporate action relative to the election, qualification, terms, and voting power of members shall otherwise prescribe.
C.R.S. § 7-109-102 — CO Code / Title 7 / Article 109 / Section 7-109-102
7-109-102. Authority to indemnify directors
Status: in_force

7-109-102. Authority to indemnify directors. (1) Except as provided in subsection (4) of this section, a corporation may indemnify an individual made a party to a proceeding, because the individual is or was a director, against liability incurred in the proceeding if:

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

(b) The individual reasonably believed:

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

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

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

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

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

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

(a) In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection (1) of this section; or

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

(5) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.
C.R.S. § 7-51-104 — CO Code / Title 7 / Article 51 / Section 7-51-104
7-51-104. Property vests in corporation
Status: in_force

7-51-104. Property vests in corporation. Upon the incorporation of any such congregation, church, or society, all real and personal property held by any person or trustee for the use of the members thereof shall immediately vest in such corporation and be subject to its control, and may be used, mortgaged, sold, and conveyed the same as if it had been conveyed to such corporation by deed.
C.R.S. § 7-90-706 — CO Code / Title 7 / Article 90 / Part 7 / Section 7-90-706
7-90-706. Application to dissolved or delinquent entities
Status: repealed

7-90-706. Application to dissolved or delinquent entities. (Repealed)
C.R.S. § 7-90-312 — CO Code / Title 7 / Article 90 / Part 3 / Section 7-90-312
7-90-312. Restated constituent filed documents
Status: repealed

7-90-312. Restated constituent filed documents. (Repealed)
C.R.S. § 7-90-803 — CO Code / Title 7 / Article 90 / Part 8 / Section 7-90-803
7-90-803. Statement of foreign entity authority to transact business or conduct activities
Status: in_force

7-90-803. Statement of foreign entity authority to transact business or conduct activities. (1) A foreign entity may cause to be delivered to the secretary of state, for filing pursuant to part 3 of this article, a statement of foreign entity authority stating:

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

(b) The jurisdiction under the law of which it is formed;

(c) The form of the entity as that form is recognized by the jurisdiction under the law of which the entity is formed;

(d) (Deleted by amendment, L. 2004, p. 1493, § 238, effective July 1, 2004.)

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

(f) The registered agent name and registered agent address of its registered agent; and

(g) The date it commenced or expects to commence transacting business or conducting activities in this state.

(h) (Deleted by amendment, L. 2004, p. 1493, § 238, effective July 1, 2004.)
C.R.S. § 7-90-301.5 — CO Code / Title 7 / Article 90 / Part 3 / Section 7-90-301.5
7-90-301.5. Act of causing document to be delivered for filing
Status: in_force

7-90-301.5. Act of causing document to be delivered for filing. (1) By causing a document to be delivered to the secretary of state for filing pursuant to this part 3, an individual affirms, under penalty of perjury, that:

(a) The document is the individual's act and deed or that the individual in good faith believes that the document is the act and deed of the person on whose behalf the document is delivered for filing;

(b) The individual in good faith believes that the facts stated in the document are true; and

(c) The document complies with the requirements of this part 3, the constituent documents, and the organic statutes.
C.R.S. § 7-56-703 — CO Code / Title 7 / Article 56 / Part 7 / Section 7-56-703
7-56-703. Articles of dissolution
Status: in_force

7-56-703. Articles of dissolution. (1) At any time after dissolution is authorized, the cooperative may dissolve by delivering to the secretary of state, for filing pursuant to part 3 of article 90 of this title, articles of dissolution stating:

(a) The domestic entity name of the cooperative;

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

(c) That the cooperative is dissolved.

(d) to (f) (Deleted by amendment, L. 2004, p. 1418, § 59, effective July 1, 2004.)

(2) A cooperative is dissolved upon the effective date of its filed articles of dissolution.

(3) (Deleted by amendment, L. 2003, p. 2232, § 101, effective July 1, 2004.)
C.R.S. § 7-110-109 — CO Code / Title 7 / Article 110 / Part 1 / Section 7-110-109
7-110-109. Effect of amendment of articles of incorporation
Status: in_force

7-110-109. Effect of amendment of articles of incorporation. An amendment to the articles of incorporation does not affect any existing right of persons other than shareholders, any cause of action existing against or in favor of the corporation, or any proceeding to which the corporation is a party. An amendment changing a corporation's domestic entity name does not abate a proceeding brought by or against a corporation in its former entity name.
C.R.S. § 7-64-304 — CO Code / Title 7 / Article 64 / Part 3 / Section 7-64-304
7-64-304. Statement of denial
Status: in_force

7-64-304. Statement of denial. A partner or other person named as a partner in a filed statement of partnership authority may deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of denial stating the true name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in section 7-64-303 (3) and (4).
C.R.S. § 7-106-202 — CO Code / Title 7 / Article 106 / Part 2 / Section 7-106-202
7-106-202. Issuance of shares
Status: reserved

7-106-202. Issuance of shares. (1) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.

(2) Subject to the limitations set forth in subsection (5) of this section, the board of directors may authorize the issuance of shares for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, and other securities of the corporation.

(3) Before the corporation issues shares, the board of directors shall determine that the consideration received or to be received for the shares to be issued is adequate. In the absence of fraud in the transaction, that determination by the board of directors is conclusive insofar as the adequacy of such consideration relates to whether the shares are validly issued, fully paid, and nonassessable.

(4) When the corporation receives the consideration for which the board of directors has authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.

(5) The promissory note of a subscriber or an affiliate of the subscriber for shares shall not constitute consideration for the shares unless the note is negotiable and is secured by collateral, other than the shares, having a fair market value at least equal to the principal amount of the note. For the purposes of this subsection (5), "promissory note" means a negotiable instrument on which there is an obligation to pay independent of collateral and does not include a nonrecourse note.

(6) Unless otherwise expressly provided in the articles of incorporation or bylaws, shares having a par value may be issued for less than the par value.
C.R.S. § 7-58-1206 — CO Code / Title 7 / Article 58 / Part 12 / Section 7-58-1206
7-58-1206. Voluntary dissolution by the board and members
Status: in_force

7-58-1206. Voluntary dissolution by the board and members. (1) Except as otherwise provided in section 7-58-1205, for a limited cooperative association to voluntarily dissolve:

(a) A resolution to dissolve must be approved by a majority vote of the board of directors unless a greater percentage is required by the articles or bylaws;

(b) The board of directors must call a members meeting to consider the resolution, to be held not later than ninety days after adoption of the resolution; and

(c) The board of directors must mail or otherwise transmit or deliver to each member in a record that complies with section 7-58-508:

(I) The resolution required by paragraph (a) of this subsection (1);

(II) A recommendation that the members vote in favor of the resolution or, if the board determines that because of conflict of interest or any other reason it should not make a favorable recommendation, the basis of that determination; and

(III) Notice of the members meeting, which must be given in the same manner as notice of a special meeting of members.

(2) Subject to subsection (3) of this section, a resolution to dissolve must be approved by:

(a) At least two-thirds of the voting power of members present at a members meeting called under paragraph (b) of subsection (1) of this section; and

(b) If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the articles or bylaws require a greater percentage.

(3) The articles or bylaws may require that the percentage of votes required under paragraph (a) of subsection (2) of this section is:

(a) A different percentage that is not less than a majority of members voting at the meeting;

(b) Measured against the voting power of all members; or

(c) A combination of paragraphs (a) and (b) of this subsection (3).
C.R.S. § 7-90-911 — CO Code / Title 7 / Article 90 / Part 9 / Section 7-90-911
7-90-911. Disposition of known claims by notification - definitions
Status: in_force

7-90-911. Disposition of known claims by notification - definitions. (1) A dissolved domestic entity may dispose of claims against it by following the procedures described in this section.

(2) A dissolved domestic entity may deliver notice under this subsection (2) to any person at any time on or after the effective date of the dissolution. The notice contemplated in this subsection (2) must state that, unless sooner barred by any other statute limiting actions, any claim of that person against the dissolved domestic entity will be barred if an action to enforce the claim is not commenced by a deadline that is stated in the notice, which deadline shall not be less than two years after the delivery of notice. The notice may contain such other information as the dissolved entity determines to include, including information regarding procedures facilitating the processing of claims against the dissolved entity; except that no obligations on persons having claims against the dissolved entity shall be imposed or implied that do not exist at law.

(3) Unless sooner barred by any other statute limiting actions, a person's claim against the dissolved domestic entity is barred if the dissolved entity delivers a notice of dissolution as contemplated by subsection (2) of this section and an action to enforce the claim is not commenced by the deadline stated in the notice.

(4) (a) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. For purposes of this section, an action to enforce a claim includes an arbitration under any agreement for binding arbitration between the dissolved domestic entity and the person making the claim and includes a civil action.

(b) For purposes of this section and sections 7-90-912 and 7-90-913, "dissolved domestic entity" means a dissolved domestic cooperative other than a domestic cooperative formed under article 55 of this title, a dissolved domestic corporation, a dissolved domestic limited liability company, or a dissolved domestic nonprofit corporation.
C.R.S. § 7-56-901 — CO Code / Title 7 / Article 56 / Part 9 / Section 7-56-901
7-56-901. Application to existing cooperatives
Status: in_force

7-56-901. Application to existing cooperatives. (1) A domestic corporation, association, or cooperative formed under this article before July 1, 1996, shall be governed by the provisions of this article.

(2) A cooperative formed under article 57 of this title before July 1, 1996, until it elects to be governed by the provisions of this article pursuant to section 7-56-205, shall be deemed to have been formed under, and shall be governed by, the provisions of article 55 of this title as in effect immediately prior to July 1, 1996.
C.R.S. § 7-58-801 — CO Code / Title 7 / Article 58 / Part 8 / Section 7-58-801
7-58-801. Board of directors
Status: in_force

7-58-801. Board of directors. (1) A limited cooperative association must have a board of directors of at least three individuals unless the association has fewer than three members. If the association has fewer than three members, the number of directors may not be fewer than the number of members.

(2) The affairs of a limited cooperative association must be managed by, or under the direction of, the board of directors. The board may adopt policies and procedures that do not conflict with the articles, bylaws, or this article.

(3) An individual is not an agent for a limited cooperative association solely by being a director.
C.R.S. § 7-90-315 — CO Code / Title 7 / Article 90 / Part 3 / Section 7-90-315
7-90-315. Working group - report - repeal
Status: repealed

7-90-315. Working group - report - repeal. (Repealed)
C.R.S. § 7-107-108 — CO Code / Title 7 / Article 107 / Part 1 / Section 7-107-108
7-107-108. Remote participation in shareholders' meetings - meetings held solely by remote
Status: in_force

7-107-108. Remote participation in shareholders' meetings - meetings held solely by remote participation. (1) Shareholders of any class or series of shares may participate in any meeting of shareholders by means of remote communication to the extent the board of directors authorizes participation for that class or series. Participation as a shareholder by means of remote communication is subject to such guidelines and procedures as the board of directors adopts and must be in conformity with subsection (2) of this section.

(2) Shareholders participating in a shareholders' meeting by means of remote communication shall be deemed present and may vote at such a meeting if the corporation has implemented reasonable measures to:

(a) Verify that each person participating remotely as a shareholder is a shareholder; and

(b) Provide the shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to communicate and to read or hear the proceedings of the meeting, substantially concurrently with the proceedings.

(3) Unless the bylaws require the meeting of shareholders to be held at a place, the board of directors may determine that a meeting of shareholders will not be held at any place and instead will be held solely by means of remote communication, but only if the corporation implements the measures specified in subsection (2) of this section.
C.R.S. § 7-42-113 — CO Code / Title 7 / Article 42 / Section 7-42-113
7-42-113. Duplicate certificate issued - when
Status: in_force

7-42-113. Duplicate certificate issued - when. Any owner of capital stock, as shown by the records of a corporation formed under the law of this state, entitling the stockholder to the services of a ditch or to the use of water subject to the payment of assessments, the legal representative or assignee of any such stockholder, or any lienholder named in the books of the corporation as a lienholder on the lost certificate, whose stock certificate has been lost, mislaid, or destroyed, may have a duplicate certificate issued in accordance with sections 7-42-114 to 7-42-117.
C.R.S. § 7-48-103 — CO Code / Title 7 / Article 48 / Section 7-48-103
7-48-103. Incorporation - applicability of "Colorado Business Corporation Act"
Status: in_force

7-48-103. Incorporation - applicability of "Colorado Business Corporation Act". A business development corporation may be incorporated in this state pursuant to the provisions of article 102 of this title, and all the provisions of the "Colorado Business Corporation Act", articles 101 to 117 of this title, not in conflict with or inconsistent with the provisions of this article shall apply to such corporation except as otherwise provided in this article. The purpose clause of the articles of incorporation shall recite that the purposes for which the corporation is formed are to stimulate and promote the business prosperity and economic welfare of this state and its citizens; to encourage and assist, through financial aid, advice, technical assistance, and other appropriate means, the location of new businesses and industries and the rehabilitation, improvement, and expansion of existing businesses and industries throughout the state; and, in furtherance of these purposes, to cooperate with the division of commerce and development of this state and with other organizations, public and private.
C.R.S. § 7-123-101 — CO Code / Title 7 / Article 123 / Section 7-123-101
7-123-101. Purposes and applicability
Status: in_force

7-123-101. Purposes and applicability. (1) Every nonprofit corporation incorporated under articles 121 to 137 of this title has the purpose of engaging in any lawful business or activity unless a more limited purpose is stated in the articles of incorporation.

(2) Where another statute of this state requires that corporations of a particular class be formed or incorporated exclusively under that statute, corporations of that class shall be formed or incorporated under such other statute. The corporation shall be subject to all limitations of the other statute.

(3) Where another statute of this state requires nonprofit corporations of a particular class to be formed or incorporated under that statute and also under general nonprofit corporation statutes, such nonprofit corporations shall be formed or incorporated under such other statute and, in addition thereto, under articles 121 to 137 of this title to the extent general nonprofit corporation law is applicable.

(4) Where another statute of this state permits nonprofit corporations of a particular class to be formed or incorporated either under that statute or under the general nonprofit corporation statutes, a nonprofit corporation of that class may at the election of its incorporators be formed or incorporated under articles 121 to 137 of this title. Unless the articles of incorporation of a nonprofit corporation indicate that it is formed or incorporated under another statute, the nonprofit corporation shall for all purposes be considered as formed and incorporated under articles 121 to 137 of this title.

(5) Articles 121 to 137 of this title shall apply to nonprofit corporations of every class, whether or not included in the term "nonprofit corporation" as defined in section 7-121-401 (26), that are formed or incorporated under and governed by other statutes of this state to the extent that said articles are not inconsistent with such other statutes.

(6) Articles 121 to 137 of this title shall apply to any nonprofit corporation formed prior to January 1, 1968, under article 40 or 50 of this title without shares or capital stock and for a purpose for which a nonprofit corporation might be formed under articles 121 to 137 of this title and that elects to accept said articles as provided therein.

(7) Articles 121 to 137 of this title shall apply to any corporation having shares or capital stock and formed under article 40, 50, or 51 of this title, and each nonprofit corporation whether with or without shares or capital stock formed prior to January 1, 1968, under general law or created by special act of the general assembly for a purpose for which a nonprofit corporation may be formed under articles 121 to 137 of this title, but not otherwise entitled to the rights, privileges, immunities, and franchises provided by said articles that elects to accept said articles as provided therein.

(8) A mutual ditch company may elect by a statement in its articles of incorporation that one or more of the provisions of the "Colorado Business Corporation Act", articles 101 to 117 of this title, apply to the mutual ditch company in lieu of one or more of the provisions of articles 121 to 137 of this title.
C.R.S. § 7-42-106 — CO Code / Title 7 / Article 42 / Section 7-42-106
7-42-106. Assessments to pay purchase price
Status: in_force

7-42-106. Assessments to pay purchase price. When any such stock has been purchased or contract entered into for the purchase of the same, the corporation shall have the power to use its funds and to levy and collect assessments on the remaining outstanding capital stock in the manner provided by law for the payment of any other indebtedness, for the purpose of paying the purchase price of the stock so purchased.
C.R.S. § 7-90-203.3 — CO Code / Title 7 / Article 90 / Part 2 / Section 7-90-203.3
7-90-203.3. Plan of merger - plan of exchange
Status: in_force

7-90-203.3. Plan of merger - plan of exchange. (1) A plan of merger must state:

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

(b) The entity name or, for an entity that has no entity name, the true name, the jurisdiction under the law of which the entity is formed, and the form of the surviving entity into which the merging entities are to merge;

(c) The terms and conditions of the merger, including the manner and basis of changing the owner's interests of each merging entity into owner's interests or obligations of the surviving entity or into money or other property in whole or in part; and

(d) Any amendments to the constituent documents of the surviving entity to be effected by the merger.

(2) (a) A plan of exchange must state:

(I) The entity name of each party to the exchange;

(II) The terms and conditions of the exchange; and

(III) The manner and basis of exchanging the owner's interests to be acquired.

(b) The plan of exchange may state other provisions relating to the exchange.
C.R.S. § 7-48-104 — CO Code / Title 7 / Article 48 / Section 7-48-104
7-48-104. Domestic entity name
Status: in_force

7-48-104. Domestic entity name. In addition to complying with part 6 of article 90 of this title, providing for entity names, each corporation created under this article shall have as part of its domestic entity name the words "Business Development".
C.R.S. § 7-90-204.3 — CO Code / Title 7 / Article 90 / Part 2 / Section 7-90-204.3
7-90-204.3. Effect of an exchange
Status: in_force

7-90-204.3. Effect of an exchange. When an exchange takes effect, the owner's interests of each acquired entity are exchanged as provided in the plan, and the former holders of the owner's interests are entitled only to the exchange rights provided in the statement of owner's interest exchange or to their rights under the organic statutes.
C.R.S. § 7-58-501 — CO Code / Title 7 / Article 58 / Part 5 / Section 7-58-501
7-58-501. Members
Status: in_force

7-58-501. Members. To begin business, a limited cooperative association must have at least two patron members unless the sole member is a cooperative.
C.R.S. § 7-62-306 — CO Code / Title 7 / Article 62 / Part 3 / Section 7-62-306
7-62-306. Time of admission
Status: in_force

7-62-306. Time of admission. A person acquiring a partnership interest is admitted as a limited partner upon the later to occur of the formation of the limited partnership and the time provided in the partnership agreement or, if no such time is provided, when the person's admission is reflected in the records of the limited partnership.
C.R.S. § 7-109-104 — CO Code / Title 7 / Article 109 / Section 7-109-104
7-109-104. Advance of expenses to directors
Status: in_force

7-109-104. Advance of expenses to directors. (1) A corporation may, before final disposition of a proceeding, pay for or reimburse the reasonable expenses incurred by an individual who is a party to a proceeding because that person is a director if:

(a) The director delivers to the corporation a written affirmation of the director's good faith belief that:

(I) The director has met the relevant standard of conduct described in section 7-109-102; or

(II) The proceeding involves conduct for which liability has been eliminated under a provision in the articles of incorporation as authorized by section 7-102-102 (2)(d); and

(b) The director delivers to the corporation a written undertaking, executed personally or on the director's behalf, to repay any funds advanced if the director is not entitled to mandatory indemnification under section 7-109-103 and it is ultimately determined under section 7-109-105 or 7-109-106 that the director has not met the relevant standard of conduct described in section 7-109-102.

(2) The undertaking required by subsection (1)(b) of this section is an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.

(3) Authorizations of payments under this section shall be made in the manner specified in section 7-109-106.
C.R.S. § 7-58-1101 — CO Code / Title 7 / Article 58 / Part 11 / Section 7-58-1101
7-58-1101. Member's dissociation
Status: in_force

7-58-1101. Member's dissociation. (1) A member has the power to dissociate at any time, rightfully or wrongfully, by notice in a record.

(2) Unless the articles or bylaws otherwise provide, a member's dissociation from a limited cooperative association is wrongful only if the dissociation:

(a) Breaches an express provision of the articles or bylaws; or

(b) Occurs before the termination of the limited cooperative association and:

(I) The person is expelled as a member under paragraph (c) or (d) of subsection (4) of this section; or

(II) In the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a member because it dissolved or terminated in bad faith.

(3) Unless the articles or bylaws otherwise provide, a person that wrongfully dissociates as a member is liable to the limited cooperative association for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or liability of the person to the association.

(4) A member is dissociated from the limited cooperative association as a member when:

(a) The association receives notice from the member in a record of dissociation as a member or, if the member specifies in the notice an effective date later than the date the association received notice, on that later date;

(b) An event stated in the articles or bylaws as causing the member's dissociation as a member occurs;

(c) The member is expelled as a member under the articles or bylaws;

(d) The member is expelled as a member by the board of directors because:

(I) It is unlawful to carry on the association's activities with the member as a member;

(II) There has been a transfer of all the member's financial rights in the association, other than:

(A) A creation or perfection of a security interest; or

(B) A charging order in effect under section 7-58-605 that has not been foreclosed;

(III) The member is a limited liability company or partnership that has been dissolved and its business is being wound up;

(IV) The member is a corporation or cooperative and:

(A) The member filed a statement of dissolution or the equivalent, or the jurisdiction of formation revoked the member's charter or right to conduct business;

(B) The association sends a notice to the member that it will be expelled as a member for a reason described in sub-subparagraph (A) of this subparagraph (IV); and

(C) Not later than ninety days after the notice was sent under sub-subparagraph (B) of this subparagraph (IV), the member did not reinstate or the jurisdiction of formation did not reinstate the member's charter or right to conduct business; or

(V) The member is an individual and is adjudged incompetent;

(e) In the case of a member who is an individual, the individual dies;

(f) In the case of a member that is a trust or is acting as a member by virtue of being a trustee of a trust, all the trust's financial rights in the association are distributed;

(g) In the case of a member that is an estate, the estate's entire financial interest in the association is distributed;

(h) In the case of a member that is not an individual, partnership, limited liability company, cooperative, corporation, trust, or estate, the member is terminated; or

(i) The association's participation in a merger if, under the plan of merger as approved under part 16 of this article, the member ceases to be a member.
C.R.S. § 7-62-1102 — CO Code / Title 7 / Article 62 / Part 11 / Section 7-62-1102
7-62-1102. Construction and application
Status: in_force

7-62-1102. Construction and application. (1) This article shall be so 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.

(2) This article shall not be construed so as to impair the obligations of any contract existing on November 1, 1981, nor to affect any action or proceeding begun or right accrued before such date.

(3) No amendment of this article shall impair or otherwise affect the organization, registration, or continued existence of a limited partnership existing on July 1, 1986, nor shall any such amendment be construed or applied so as to impair any contract or affect any right accrued prior to July 1, 1986.
C.R.S. § 7-42-115 — CO Code / Title 7 / Article 42 / Section 7-42-115
7-42-115. Publication of notice of demand
Status: in_force

7-42-115. Publication of notice of demand. Upon receipt of a demand pursuant to section 7-42-114, the corporation shall publish, at the expense of the person making the demand, at least once a week for five successive weeks, the fifth publication being on the twenty-eighth day after the first publication, in a newspaper of general circulation in the county in which the principal office of the corporation is located or, if there is no newspaper in such county, then in such a newspaper of an adjoining county, a notice that such a demand has been filed with the corporation in accordance with sections 7-42-114 to 7-42-117, stating the demand in full and stating that the corporation will issue, on or after a date therein stated, following the last publication of the notice by at least thirty days, a duplicate certificate to the registered owner, the registered owner's legal representative or assignee, or any lienholder named in the books of the corporation as a lienholder on the lost certificate unless a contrary claim is filed with the corporation prior to the date stated in the notice.
C.R.S. § 7-60-146 — CO Code / Title 7 / Article 60 / Section 7-60-146
7-60-146. Limitations on distribution from limited liability partnerships
Status: in_force

7-60-146. Limitations on distribution from limited liability partnerships. (1) A limited liability partnership or limited liability limited partnership shall not make a distribution to a general partner to the extent that, at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability partnership or limited liability limited partnership, other than liabilities to general partners on account of their partnership interests and liabilities for which the recourse of creditors is limited to specified property of the partnership, exceed the fair value of the assets of the partnership; 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 partnership only to the extent that the fair value of that property exceeds that liability. For purposes of this section and sections 7-62-607 and 7-62-608, 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 general partner in a limited liability partnership or limited liability limited partnership who receives a distribution in violation of subsection (1) of this section, and who knew at the time of the distribution that such distribution violated subsection (1) of this section, shall be liable to the partnership for the amount of the distribution. A general partner in a limited liability partnership or limited liability limited partnership 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 general partner under an agreement or other applicable law for the amount of a distribution.

(3) Unless otherwise agreed, a partner in a limited liability partnership or limited liability limited partnership who receives a distribution from the partnership shall have no liability under this article or other applicable law for the amount of the distribution after the expiration of three years after the date of the distribution unless an action to recover the distribution from such partner is commenced prior to the expiration of the said three-year period and an adjudication of liability against such partner is made in the said action.
C.R.S. § 7-60-122 — CO Code / Title 7 / Article 60 / Section 7-60-122
7-60-122. Right to an account
Status: in_force

7-60-122. Right to an account. (1) Any partner shall have the right to a formal account as to partnership affairs:

(a) If the partner is wrongfully excluded from the partnership business or possession of its property by the other partners;

(b) If the right exists under the terms of any agreement;

(c) As provided by section 7-60-121;

(d) Whenever other circumstances render it just and reasonable.
C.R.S. § 7-64-702 — CO Code / Title 7 / Article 64 / Part 7 / Section 7-64-702
7-64-702. Dissociated partner's power to bind and liability to partnership
Status: in_force

7-64-702. Dissociated partner's power to bind and liability to partnership. (1) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under part 2 of article 90 of this title, is bound by an act of the dissociated partner that would have bound the partnership under section 7-64-301 before dissociation only if at the time of entering into the transaction the other party:

(a) Reasonably believed that the dissociated partner was then a partner; and

(b) Did not have notice of the partner's dissociation.

(2) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (1) of this section.
C.R.S. § 7-58-1702 — CO Code / Title 7 / Article 58 / Part 17 / Section 7-58-1702
7-58-1702. Relation to electronic signatures in global and national commerce act
Status: in_force

7-58-1702. Relation to electronic signatures in global and national commerce act. This article modifies, limits, or supersedes the federal "Electronic Signatures in Global and National Commerce Act", 15 U.S.C. sec. 7001 et seq., but does not modify, limit, or supersede section 101 (c) of that act, 15 U.S.C. sec. 7001 (c), or authorize electronic delivery of any of the notices described in section 103 (b) of that act, 15 U.S.C. sec. 7003 (b).
C.R.S. § 7-58-1304 — CO Code / Title 7 / Article 58 / Part 13 / Section 7-58-1304
7-58-1304. Approval for discontinuance or settlement
Status: in_force

7-58-1304. Approval for discontinuance or settlement. A derivative action to enforce a right of a limited cooperative association may not be discontinued or settled without notice to the association and the court's approval.
C.R.S. § 7-113-101 — CO Code / Title 7 / Article 113 / Part 1 / Section 7-113-101
7-113-101. Definitions
Status: in_force

7-113-101. Definitions. As used in this article 113, unless the context otherwise requires:

(1) "Affiliate" means a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with another person or is a senior executive of the other person. For purposes of section 7-113-102 (2)(d), a person is deemed to be an affiliate of its senior executives.

(2) "Corporation" means the issuer of the shares held by a shareholder demanding appraisal and, for matters covered in sections 7-113-203 to 7-113-401, includes the surviving entity in a merger.

(3) "Fair value" means the value of the corporation's shares determined:

(a) Immediately before the effectuation of the corporate action to which the shareholder objects;

(b) Using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal; and

(c) Without discounting for lack of marketability or minority status except, if appropriate, for amendments to the articles pursuant to section 7-113-102 (1)(e).

(4) "Interest" means interest, from the effective date of the corporate action until the date of payment, at the legal rate as specified in section 5-12-101.

(5) "Interested transaction" means a corporate action described in section 7-113-102 (1), other than a merger pursuant to section 7-111-104, involving an interested person in which any of the shares or assets of the corporation are being acquired or converted. As used only in this subsection (5):

(a) (I) "Beneficial owner" means any person that, directly or indirectly, through any contract, arrangement, or understanding, other than a revocable proxy, has or shares the power to vote, or to direct the voting of, shares; except that a member of a national securities exchange is not deemed to be a beneficial owner of securities held directly or indirectly by it on behalf of another person solely because the member is the record holder of the securities if the member is precluded by the rules of the exchange from voting without instruction on contested matters or matters that may affect substantially the rights or privileges of the holders of the securities to be voted.

(II) When two or more persons agree to act together for the purpose of voting their shares of the corporation, each member of the group formed by the agreement is deemed to have acquired beneficial ownership, as of the date of the agreement, of all voting shares of the corporation beneficially owned by any member of the group.

(b) "Excluded shares" means shares acquired pursuant to an offer for all shares having voting power if the offer was made within one year before the corporate action for consideration of the same kind and of a value equal to or less than that paid in connection with the corporate action.

(c) "Interested person" means a person, or an affiliate of a person, that, at any time during the one-year period immediately preceding approval by the board of directors of the corporate action:

(I) Was the beneficial owner of twenty percent or more of the voting power of the corporation, other than as owner of excluded shares;

(II) Had the power, contractually or otherwise, other than as owner of excluded shares, to cause the appointment or election of twenty-five percent or more of the directors to the board of directors of the corporation; or

(III) Was a senior executive or director of the corporation or a senior executive of any affiliate of the corporation and will receive, as a result of the corporate action, a financial benefit not generally available to other shareholders as such, other than:

(A) Employment, consulting, retirement, or similar benefits established separately, and not as part of, or in contemplation of, the corporate action; or

(B) Employment, consulting, retirement, or similar benefits established in contemplation of, or as part of, the corporate action that are not more favorable than those existing before the corporate action or, if more favorable, that have been approved on behalf of the corporation in the same manner as is provided in section 7-108-501; or

(C) In the case of a director of the corporation who will, in the corporate action, become a director of the acquiring entity in the corporate action or one of its affiliates, rights and benefits as a director that are provided on the same basis as those afforded by the acquiring entity generally to other directors of the entity or affiliate.

(6) "Preferred shares" means a class or series of shares whose holders have preference over any other class or series with respect to distributions.

(7) "Senior executive" means the chief executive officer, chief operating officer, chief financial officer, and anyone in charge of a principal business unit or function.
C.R.S. § 7-114-301 — CO Code / Title 7 / Article 114 / Part 3 / Section 7-114-301
7-114-301. Grounds for judicial dissolution
Status: in_force

7-114-301. Grounds for judicial dissolution. (1) A corporation may be dissolved in a proceeding by the attorney general if it is established that:

(a) The corporation obtained its articles of incorporation through fraud; or

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

(2) A corporation may be dissolved in a proceeding by a shareholder if it is established that:

(a) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;

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

(c) The shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors;

(d) The corporate assets are being misapplied or wasted; or

(e) The corporation has abandoned its business and has failed within a reasonable time to liquidate and distribute its assets and dissolve.

(3) A corporation may be dissolved in a proceeding by a creditor if it is established that:

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

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

(4) (a) If a corporation has been dissolved by voluntary action taken under part 1 of this article 114:

(I) The corporation may bring a proceeding to wind up and liquidate its business and affairs under judicial supervision in accordance with section 7-114-302; and

(II) The attorney general, a shareholder, or a creditor, as the case may be, may bring a proceeding to wind up and liquidate the business and affairs of the corporation under judicial supervision in accordance with section 7-114-302, upon establishing the grounds set forth for that person, respectively, in subsections (1) to (3) of this section.

(b) As used in sections 7-114-302 to 7-114-304, a "proceeding to dissolve a corporation" includes a proceeding brought under this subsection (4), and a "decree of dissolution" includes an order of court entered in a proceeding under this subsection (4) which directs that the business and affairs of a corporation shall be wound up and liquidated under judicial supervision.

(5) Subsections (2)(a) to (2)(e) of this section do not apply in the case of a corporation that, on the date of the filing of the proceeding, has a class or series of shares that is:

(a) A covered security under section 18 (b)(1)(A) or 18 (b)(1)(B) of the federal "Securities Act of 1933", 15 U.S.C. sec. 77r (b)(1)(A) and 77r (b)(1)(B);

(b) Not a covered security but is traded in an organized market and has a market value of at least twenty million dollars, exclusive of the value of the shares held by the corporation's subsidiaries, senior executives, directors, and persons known to the corporation owning more than ten percent of the shares; or

(c) Issued by an open-end management investment company registered with the federal securities and exchange commission under the federal "Investment Company Act of 1940", 15 U.S.C. sec. 80a-1 et seq., and that may be redeemed at the option of the holder at net asset value.
C.R.S. § 7-58-604 — CO Code / Title 7 / Article 58 / Part 6 / Section 7-58-604
7-58-604. Security interest and set-off
Status: in_force

7-58-604. Security interest and set-off. (1) A member or transferee may create an enforceable security interest in its financial rights in a limited cooperative association.

(2) Unless the articles or bylaws otherwise provide, a member may not create an enforceable security interest in the member's governance rights in, or in the right or obligation, if any, to do business with, a limited cooperative association.

(3) The articles or bylaws may provide that a limited cooperative association has a security interest in the financial rights of a member to secure payment of any indebtedness or other obligation of the member to the association. A security interest provided for in the articles or bylaws is enforceable under, and governed by, article 9 of title 4, C.R.S.

(4) Unless the articles or bylaws otherwise provide, a member may not compel the limited cooperative association to offset financial rights against any indebtedness or obligation owed to the association.
C.R.S. § 7-61-130 — CO Code / Title 7 / Article 61 / Section 7-61-130
7-61-130. Provisions for existing limited partnerships
Status: in_force

7-61-130. Provisions for existing limited partnerships. (1) A limited partnership formed under any statute of this state prior to April 11, 1931, may become a limited partnership under this article by complying with the provisions of section 7-61-103 if the certificate states:

(a) The amount of the original contributions of each limited partner and the time when the contribution was made; and

(b) That the property of the partnership exceeds the amount sufficient to discharge its liabilities to persons not claiming as general or limited partners by an amount greater than the sum of the contributions of its limited partners.

(2) A limited partnership formed under any statute of this state prior to April 11, 1931, unless it becomes a limited partnership under this article, shall continue to be governed by the provisions of prior existing law, except that such partnership shall not be renewed unless so provided in the original agreement.
C.R.S. § 7-50-105 — CO Code / Title 7 / Article 50 / Section 7-50-105
7-50-105. Educational institution may confer degrees
Status: in_force

7-50-105. Educational institution may confer degrees. Any corporation existing for educational purposes under the law of this state that maintains one or more institutions of higher education of the grade of a university or college shall have authority, by its directors, board of trustees, or such person or persons as may be designated by its constitution or bylaws, to confer degrees and grant diplomas and other marks of distinction as are usually conferred and granted by other universities and colleges of like grade.
C.R.S. § 7-40-109 — CO Code / Title 7 / Article 40 / Section 7-40-109
7-40-109. Procedure for consolidation
Status: repealed

7-40-109. Procedure for consolidation. (Repealed)
C.R.S. § 7-108-102 — CO Code / Title 7 / Article 108 / Part 1 / Section 7-108-102
7-108-102. Qualifications of directors
Status: in_force

7-108-102. Qualifications of directors. A director shall be an individual who is eighteen years of age or older. The bylaws may prescribe other qualifications for directors. A director need not be a resident of this state or a shareholder unless the bylaws so prescribe.
C.R.S. § 7-108-301 — CO Code / Title 7 / Article 108 / Part 3 / Section 7-108-301
7-108-301. Officers
Status: in_force

7-108-301. Officers. (1) A corporation shall have the officers designated in its bylaws or by the board of directors. An officer shall be an individual who is eighteen years of age or older.

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

(3) The bylaws or the board of directors shall delegate to one or more of the officers responsibility for the preparation and maintenance of minutes of the directors' and shareholders' meetings and other records and information required to be kept by the corporation under section 7-116-101 and for authenticating records of the corporation.

(4) The same individual may simultaneously hold more than one office in the corporation.
C.R.S. § 7-90-205.5 — CO Code / Title 7 / Article 90 / Part 2 / Section 7-90-205.5
7-90-205.5. Abandonment or amendment of plan of merger, plan of conversion, or plan of excha
Status: in_force

7-90-205.5. Abandonment or amendment of plan of merger, plan of conversion, or plan of exchange. (1) After a plan of merger, a plan of conversion, or a plan of exchange is authorized, and at any time before the merger, conversion, or exchange takes effect:

(a) The transaction may be abandoned, subject to any contractual rights, in accordance with the procedure stated in the plan of merger, plan of conversion, or plan of exchange. If a merger, conversion, or exchange is abandoned after a plan of merger has been filed by the secretary of state pursuant to section 7-90-203.7, a plan of conversion has been filed by the secretary of state pursuant to section 7-90-201.7, or a plan of exchange has been filed by the secretary of state pursuant to section 7-90-203.8 stating a delayed effective date, the transaction may be prevented from becoming effective by delivering to the secretary of state, for filing pursuant to part 3 of this article 90, before the date the transaction becomes effective pursuant to section 7-90-304, a statement of change that states that, by appropriate action, the transaction has been abandoned.

(b) The plan of merger, plan of conversion, or plan of exchange may be amended in accordance with the procedure stated in the plan, but the plan may not be amended to change:

(I) The amount or kind of owner's interests or other securities, eligible interests, obligations, rights to acquire owner's interests, other securities or eligible interests, cash, or other property to be received under the plan by the owners of eligible interests in any party to the merger, conversion, or exchange;

(II) The primary constituent documents of an entity that is party to the merger, conversion, or exchange, except for changes permitted by the organic statutes of the entity; or

(III) Any of the other terms or conditions of the plan if the change would adversely affect the owners in any material respect.
C.R.S. § 7-62-903 — CO Code / Title 7 / Article 62 / Part 9 / Section 7-62-903
7-62-903. Registered agent - service of process
Status: in_force

7-62-903. Registered agent - service of process. Part 7 of article 90 of this title, providing for registered agents and service of process, applies to foreign limited partnerships.
C.R.S. § 7-137-103 — CO Code / Title 7 / Article 137 / Part 1 / Section 7-137-103
7-137-103. Application to foreign nonprofit corporations
Status: in_force

7-137-103. Application to foreign nonprofit corporations. A foreign nonprofit corporation authorized to transact business or conduct activities in this state on June 30, 1998, is subject to articles 121 to 137 of this title but is not required to obtain new authorization to transact business or conduct activities under said articles.
C.R.S. § 7-48-112 — CO Code / Title 7 / Article 48 / Section 7-48-112
7-48-112. Earned surplus
Status: in_force

7-48-112. Earned surplus. Each year the corporation shall set apart as earned surplus not less than ten percent of its net earnings for the preceding fiscal year until such surplus is equal in value to one-half of the amount paid in on the capital stock then outstanding. If the amount of surplus so established becomes impaired, it shall be built up again to the required amount in the manner provided for its original accumulation.
C.R.S. § 7-90-1002 — CO Code / Title 7 / Article 90 / Part 10 / Section 7-90-1002
7-90-1002. Vote or consent required - effect of opposition
Status: repealed

7-90-1002. Vote or consent required - effect of opposition. (1) An entity eligible for reinstatement under section 7-90-1001 may be reinstated upon compliance with the following conditions:

(a) The affirmative vote or consent shall have been obtained from owners and other persons entitled to vote or consent at that time that is:

(I) Required for reinstatement under its constituent operating document; or

(II) If its constituent operating document does not state the vote or consent required for reinstatement, sufficient for dissolution under the organic statutes, or such greater or lesser vote or consent as is required for dissolution under its constituent operating document;

(b) Except as otherwise provided in the constituent operating document, the owners and other persons having authority under the entity's organic statutes and under its constituent operating document to bring about or prevent dissolution of the entity shall not have, before or at the time of the vote or consent required by paragraph (a) of this subsection (1), voted against reinstatement or delivered to the entity their written objection to reinstatement;

(c) In the case of an entity dissolved in an involuntary or judicial proceeding initiated by one or more of the owners, the affirmative vote or consent of each such owner shall have been obtained and shall be included in the vote or consent required by paragraph (a) of this subsection (1);

(d) In the case of an entity dissolved in a proceeding initiated by one or more creditors of the entity, the obligations of the entity to each such creditor shall have been satisfied or discharged in full; and

(e) In the case of an entity dissolved in a proceeding initiated by the attorney general, all grounds for the dissolution asserted by the attorney general shall have been remedied, and the attorney general shall have consented to the reinstatement.

(2) To the extent that an entity's constituent operating document or the organic statutes provide for the voting rights of owners or other persons, for the calling of meetings, for notices of meetings, for consents and actions of owners and other persons without a meeting, for establishing a record date for meetings, or for other matters concerning the voting or consent of owners and other persons, such provisions shall govern the vote or consent required by paragraph (a) of subsection (1) of this section with respect to the entity and the vote or objection of owners and other persons provided for in paragraph (b) of subsection (1) of this section with respect to the entity.

(3) Repealed.
C.R.S. § 7-56-208 — CO Code / Title 7 / Article 56 / Part 2 / Section 7-56-208
7-56-208. Bylaws
Status: in_force

7-56-208. Bylaws. (1) The initial board of each cooperative formed under this article shall, within thirty days after the articles become effective, adopt bylaws for the government and management of its affairs that are not inconsistent with law or the articles of the cooperative. Such bylaws may be amended or modified in such manner as the bylaws may provide. If the bylaws do not provide a manner for their amendment, the bylaws may be amended at any time upon a majority vote of the members present and voting in person or in any other manner authorized by the cooperative pursuant to section 7-56-305 (1) at a regular or special meeting, the notice of which meeting shall have stated that consideration would be given at the meeting to amending the bylaws and stating the proposed amendment or amendments.

(2) The bylaws of the cooperative shall prohibit the transfer of the voting common stock or membership in the cooperative to persons not eligible to be a member of the cooperative and, if the cooperative issues certificates of common stock or of membership, the restrictions must be printed upon every certificate of stock or certificate of membership subject to the restrictions. At the election of the cooperative, the restrictions may also be included in the articles.

(3) If not stated in the articles, the bylaws of the cooperative shall include:

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

(b) The amount of any membership fee or capital subscription required by the cooperative to become a member, conditions of membership, and procedures for acquiring and repayment of membership capital;

(c) Any limitations on dividends on stock or interest on equity capital;

(d) The time, place, and manner of conducting or determining membership meetings of the cooperative which shall be at least annually;

(e) The number, terms, and time of the election of directors, or the manner for determining the same;

(f) The number of directors that shall constitute a quorum for a meeting of the board, which must be at least a majority;

(g) The number, terms, and titles of officers, their authority and duties as well as the manner of election or appointment, the filling of vacancies, or removal of officers; and

(h) A requirement that the cooperative's business shall be conducted on a cooperative basis for the mutual benefit of the cooperative's members.

(4) In addition to the provisions set forth in subsection (3) of this section, the bylaws may include:

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

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

(c) The compensation of directors and officers or the manner for determining compensation;

(d) The mode and manner of conducting business;

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

(f) The manner of assignment and transfer of interests in the cooperative;

(g) The manner of collection and enforcement for member nonpayment or nonperformance, including forfeiture of property rights and interests;

(h) The method of determination of property rights and interests in the cooperative and the value thereof;

(i) Methods and procedures for acquiring and returning equity capital to members and other patrons of the cooperative;

(j) Procedures pursuant to section 7-56-501 (1)(q) for the handling of unclaimed equity capital and other funds declared payable by the cooperative and unclaimed by the holder; and

(k) Such other things as may be proper to carry out the purpose for which the cooperative was formed or the governance of the cooperative.
C.R.S. § 7-58-105 — CO Code / Title 7 / Article 58 / Part 1 / Section 7-58-105
7-58-105. Purpose of limited cooperative association
Status: in_force

7-58-105. Purpose of limited cooperative association. (1) A limited cooperative association is an entity distinct from its members.

(2) A limited cooperative association may be organized for any lawful purpose, whether or not for profit.
C.R.S. § 7-40-111 — CO Code / Title 7 / Article 40 / Section 7-40-111
7-40-111. Certificate of merger or consolidation
Status: repealed

7-40-111. Certificate of merger or consolidation. (Repealed)
C.R.S. § 7-58-515 — CO Code / Title 7 / Article 58 / Part 5 / Section 7-58-515
7-58-515. Manner of voting
Status: in_force

7-58-515. Manner of voting. (1) Unless the articles or bylaws otherwise provide, voting by a proxy at a members meeting is prohibited. This subsection (1) does not prohibit delegate voting based on district or class.

(2) If voting by a proxy is permitted, a patron member may appoint only another patron member as a proxy and, if investor members are permitted, an investor member may appoint only another investor member as a proxy.

(3) The articles or bylaws may provide for the manner of and provisions governing the appointment of a proxy.

(4) The articles or bylaws may provide for voting on any question by ballot delivered by mail or voting by other means on questions that are subject to vote by members.
C.R.S. § 7-49-104 — CO Code / Title 7 / Article 49 / Section 7-49-104
7-49-104. Corporate name
Status: in_force

7-49-104. Corporate name. The corporation shall be called the Colorado older housing preservation corporation.
C.R.S. § 7-56-708 — CO Code / Title 7 / Article 56 / Part 7 / Section 7-56-708
7-56-708. Enforcement of claims against dissolved cooperative
Status: repealed

7-56-708. Enforcement of claims against dissolved cooperative. (Repealed)
C.R.S. § 7-62-207 — CO Code / Title 7 / Article 62 / Part 2 / Section 7-62-207
7-62-207. Liability for false statement in certificate
Status: in_force

7-62-207. Liability for false statement in certificate. (1) If any certificate of limited partnership, certificate of amendment, or statement of dissolution containing a false statement is delivered to the secretary of state for filing pursuant to part 3 of article 90 of this title, one who suffers loss by reliance on the statement may recover damages for the loss from:

(a) Any general partner who knew or should have known the certificate of limited partnership, certificate of amendment, or statement of dissolution to be false at the time the same was approved; and

(b) Any general partner who thereafter knows or should have known that any statement in the certificate of limited partnership, certificate of amendment, or statement of dissolution has changed, making the same inaccurate in any respect within a sufficient time before the certificate of limited partnership, certificate of amendment, or statement of dissolution was relied upon reasonably to have enabled that general partner to correct the inaccuracy or to file a petition for its correction under section 7-90-313.
C.R.S. § 7-80-202 — CO Code / Title 7 / Article 80 / Part 2 / Section 7-80-202
7-80-202. Reservation of name - repeal
Status: repealed

7-80-202. Reservation of name - repeal. (Repealed)
C.R.S. § 7-70-104 — CO Code / Title 7 / Article 70 / Section 7-70-104
7-70-104. Duration and renewal
Status: repealed

7-70-104. Duration and renewal. (1) Unless withdrawn in accordance with section 7-70-105, a statement of trademark registration shall be effective for a term of five years from the date on which the statement of trademark registration is filed by the secretary of state. A statement of trademark registration, with respect to which a statement of withdrawal of trademark registration has been filed by the secretary of state or with respect to which a statement of renewal of trademark registration has not been filed by the secretary of state within the time provided in this section, does not provide notice under section 7-70-103 (1).

(2) The effectiveness of a statement of trademark registration may be renewed by the registrant for successive terms of five years by delivering to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of renewal of trademark registration:

(a) No earlier than one hundred eighty days before the expiration of the current term of effectiveness of the statement of trademark registration; and

(b) No later than the date of expiration of the current term of effectiveness of the statement of trademark registration.

(3) The statement of renewal of trademark registration shall:

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

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

(c) If the registrant is an individual, state the individual's principal address;

(c.5) If the registrant is an entity other than a reporting entity, state the entity's principal address;

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

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

(II) The mailing address to which service of process in any proceeding based on a cause of action with respect to the statement of trademark registration may be mailed pursuant to section 7-70-108;

(d) Identify any goods or services described in the statement of trademark registration, or in any previously filed statement related to the statement of trademark registration, with respect to which the trademark is no longer used;

(e) State that the registrant is currently using the trademark in commerce in this state in connection with the goods or services described in the statement of trademark registration, excluding any goods or services identified pursuant to paragraph (d) of this subsection (3);

(f) State that the registrant believes, in good faith, that:

(I) The registrant has the right to use the trademark in commerce in this state in connection with the goods or services, excluding any goods or services identified in paragraph (d) of this subsection (3); and

(II) The registrant's use of the trademark does not infringe the rights of any other person in that trademark;

(g) Have a current specimen attached; and

(h) Contain such other information as the secretary of state may require.

(4) Repealed.

(5) A statement of renewal of trademark registration shall not state a delayed effective date.
C.R.S. § 7-60-115 — CO Code / Title 7 / Article 60 / Section 7-60-115
7-60-115. Nature of partner's liability
Status: in_force

7-60-115. Nature of partner's liability. (1) Except as otherwise provided in subsection (2) of this section, all partners are liable:

(a) Jointly and severally for everything chargeable to the partnership under sections 7-60-113 and 7-60-114;

(b) Jointly and severally for all other debts and obligations of the partnership, but any partner may enter into a separate obligation to perform a partnership contract.

(2) (a) Except as otherwise provided in the partnership agreement, partners in a limited liability partnership are not liable directly or indirectly, including by way of indemnification, contribution, or otherwise, under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of or chargeable to the partnership while it is a limited liability partnership; except that this subsection (2) shall not affect the liability of a partner in a limited liability partnership for such partner's own negligence, wrongful acts, or misconduct.

(b) Partners in a limited liability partnership do not become liable, directly or indirectly, for debts, obligations, or liabilities incurred while the partnership was a limited liability partnership merely because the partnership ceases to be a limited liability partnership.
C.R.S. § 7-101-202 — CO Code / Title 7 / Article 101 / Part 2 / Section 7-101-202
7-101-202. Forms - secretary of state to furnish upon request - repeal
Status: repealed

7-101-202. Forms - secretary of state to furnish upon request - repeal. (Repealed)
C.R.S. § 7-90-601.6 — CO Code / Title 7 / Article 90 / Part 6 / Section 7-90-601.6
7-90-601.6. Entity name of delinquent entity
Status: in_force

7-90-601.6. Entity name of delinquent entity. (1) The entity name of a delinquent entity shall include the word "delinquent", followed by the month, day, and year of the effective date of the entity's delinquency, after the four-hundredth day after the effective date of its delinquency under section 7-90-902 (1).

(2) (Deleted by amendment, L. 2007, p. 242, § 33, effective May 29, 2007.)
C.R.S. § 7-80-402 — CO Code / Title 7 / Article 80 / Part 4 / Section 7-80-402
7-80-402. Designation of managers
Status: in_force

7-80-402. Designation of managers. The members of a limited liability company, the articles of organization of which provide that management of the limited liability company is vested in one or more managers, may designate one or more persons to be managers. A manager who is an individual shall be eighteen years of age or older. Managers may be designated and removed by the consent of a majority of the members.
C.R.S. § 7-80-803 — CO Code / Title 7 / Article 80 / Part 8 / Section 7-80-803
7-80-803. Effect of dissolution
Status: in_force

7-80-803. Effect of dissolution. (1) A dissolved limited liability company continues its existence as a limited liability company but shall not carry on any business except as is appropriate to wind up and liquidate its business and affairs, including:

(a) Collecting its assets;

(b) Disposing of its properties that will not be distributed in kind to its members;

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

(d) Distributing its remaining property among its members; and

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

(2) A dissolved limited liability company may dispose of claims against it pursuant to sections 7-90-911 and 7-90-912.
C.R.S. § 7-128-102 — CO Code / Title 7 / Article 128 / Part 1 / Section 7-128-102
7-128-102. Qualifications of directors
Status: in_force

7-128-102. Qualifications of directors. A director shall be an individual. The bylaws may prescribe other qualifications for directors. A director need not be a resident of this state or a member of the nonprofit corporation unless the bylaws so prescribe.
C.R.S. § 7-113-302 — CO Code / Title 7 / Article 113 / Part 3 / Section 7-113-302
7-113-302. Court costs and expenses
Status: in_force

7-113-302. Court costs and expenses. (1) The court in an appraisal proceeding commenced under section 7-113-301 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation; except that the court may assess costs against all or some of the shareholders demanding appraisal, in amounts the court finds equitable, to the extent the court finds the shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this article 113.

(2) The court in an appraisal proceeding may also assess the fees and expenses of the respective parties, in amounts the court finds equitable:

(a) Against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with section 7-113-201, 7-113-203, 7-113-205, or 7-113-206; or

(b) Against either the corporation or one or more shareholders demanding appraisal, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this article 113.

(3) If the court in an appraisal proceeding finds that the expenses incurred by any shareholder were of substantial benefit to other shareholders similarly situated and that the expenses should not be assessed against the corporation, the court may direct that the expenses be paid out of the amounts awarded to the shareholders who were benefited.

(4) To the extent the corporation fails to make a required payment pursuant to section 7-113-205, 7-113-206, or 7-113-207, the shareholder may sue directly for the amount owed and, to the extent successful, is entitled to recover from the corporation all expenses of the suit, including reasonable attorney fees.
C.R.S. § 7-63-102 — CO Code / Title 7 / Article 63 / Section 7-63-102
7-63-102. Definitions
Status: in_force

7-63-102. Definitions. As used in this article, unless the context otherwise requires:

(1) "Articles of association" and "bylaws" include amendments and restatements of the same.

(2) "Limited partnership association" or "association" means an unincorporated business association formed under this article.
C.R.S. § 7-60-117 — CO Code / Title 7 / Article 60 / Section 7-60-117
7-60-117. Liability of incoming partner
Status: in_force

7-60-117. Liability of incoming partner. A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before such admission as though the person had been a partner when such obligations were incurred; except that this liability shall be satisfied only out of partnership property.
C.R.S. § 7-126-301 — CO Code / Title 7 / Article 126 / Part 3 / Section 7-126-301
7-126-301. Resignation
Status: in_force

7-126-301. Resignation. (1) Unless otherwise provided by the bylaws, a member may resign at any time.

(2) The resignation of a member does not relieve the member from any obligations the member may have to the nonprofit corporation as a result of obligations incurred or commitments made prior to resignation.
C.R.S. § 7-130-302 — CO Code / Title 7 / Article 130 / Part 3 / Section 7-130-302
7-130-302. Amendment terminating members or redeeming or canceling memberships
Status: in_force

7-130-302. Amendment terminating members or redeeming or canceling memberships. (1) Any amendment to the articles of incorporation or bylaws of a nonprofit corporation that would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships shall meet the requirements of articles 121 to 137 of this title and this section.

(2) Before adopting a resolution proposing an amendment as described in subsection (1) of this section, the board of directors of a nonprofit corporation shall give notice of the general nature of the amendment to the members.
C.R.S. § 7-58-603 — CO Code / Title 7 / Article 58 / Part 6 / Section 7-58-603
7-58-603. Transferability of member's interest
Status: in_force

7-58-603. Transferability of member's interest. (1) Section 7-90-104 applies to this article.

(2) Unless the articles or bylaws otherwise provide, a member's interest other than financial rights is not transferable.

(3) Unless a transfer is restricted or prohibited by the articles or bylaws, a member may transfer its financial rights in the limited cooperative association.

(4) The terms of any restriction on transferability of financial rights must be:

(a) Set forth in the articles or bylaws and the member records of the association; and

(b) Conspicuously noted on any certificates evidencing a member's interest.

(5) A transferee of a member's financial rights, to the extent the rights are transferred, has the right to share in the allocation of profits or losses and to receive the distributions to the member transferring the interest to the same extent as the transferring member.

(6) A transferee of a member's financial rights does not become a member upon transfer of the rights unless the transferee is admitted as a member by the limited cooperative association.

(7) A limited cooperative association need not give effect to a transfer under this section until the association has notice of the transfer.

(8) A transfer of a member's financial rights in violation of a restriction on transfer contained in the articles or bylaws is ineffective as to a person having notice of the restriction at the time of transfer.
C.R.S. § 7-130-108 — CO Code / Title 7 / Article 130 / Part 1 / Section 7-130-108
7-130-108. Effect of amendment of articles of incorporation
Status: in_force

7-130-108. Effect of amendment of articles of incorporation. An amendment to the articles of incorporation does not affect any existing right of persons other than members, any cause of action existing against or in favor of the nonprofit corporation, or any proceeding to which the nonprofit corporation is a party. An amendment changing a nonprofit corporation's domestic entity name does not abate a proceeding brought by or against a nonprofit corporation in its former entity name.
C.R.S. § 7-107-107 — CO Code / Title 7 / Article 107 / Part 1 / Section 7-107-107
7-107-107. Record date
Status: in_force

7-107-107. Record date. (1) The bylaws may fix or provide the manner of fixing a future date as the record date for one or more voting groups in order to determine the shareholders entitled to be given notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action, and if the bylaws do not fix or provide for fixing a record date, the board of directors may fix a future date as the record date; except that the record date for determining the shareholders entitled to take action without a meeting or entitled to be given notice of action so taken shall be determined as provided in section 7-107-104 (4).

(2) A record date fixed under this section shall not be more than seventy days before the meeting or action requiring a determination of shareholders.

(3) A determination of shareholders entitled to be given notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.

(4) If a court orders a meeting adjourned to a date more than one hundred twenty days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.
C.R.S. § 7-131-105 — CO Code / Title 7 / Article 131 / Section 7-131-105
7-131-105. Merger with foreign entity
Status: in_force

7-131-105. Merger with foreign entity. (1) One or more domestic nonprofit corporations may merge with one or more foreign entities if:

(a) The merger is permitted by section 7-90-203 (2);

(b) (Deleted by amendment, L. 2007, p. 252, § 59, effective May 29, 2007.)

(c) The foreign entity complies with section 7-90-203.7, if it is the surviving entity of the merger; and

(d) Each domestic nonprofit corporation complies with the applicable provisions of sections 7-131-101 and 7-131-102 and, if it is the surviving nonprofit corporation of the merger, with section 7-131-103.

(2) Upon the merger taking effect, the surviving foreign entity of a merger shall comply with section 7-90-204.5.

(3) and (4) (Deleted by amendment, L. 2006, p. 882, § 82, effective July 1, 2006.)
C.R.S. § 7-62-702 — CO Code / Title 7 / Article 62 / Part 7 / Section 7-62-702
7-62-702. Assignment of partnership interest
Status: in_force

7-62-702. Assignment of partnership interest. Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all of the partner's partnership interest.
C.R.S. § 7-71-105 — CO Code / Title 7 / Article 71 / Section 7-71-105
7-71-105. Renewal of statement of trade name
Status: repealed

7-71-105. Renewal of statement of trade name. (1) A person other than a reporting entity having an effective statement of trade name on file in the records of the secretary of state may renew the statement of trade name by delivering to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of trade name renewal at any time during the last three calendar months the statement of trade name is effective. A filed statement of trade name renewal extends, by one calendar year, the period during which the statement of trade name to which it relates is effective. A statement of trade name renewal shall state, with respect to the statement of trade name to be renewed:

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

(b) The name under which the person transacts business in this state, as stated in the statement of trade name;

(c) The person's principal address;

(c.5) A brief description of the kind of business transacted, or contemplated to be transacted, in this state under the name; and

(d) Such other information as the secretary of state may require.

(1.5) No statement of trade name renewal shall state a delayed effective date.

(2) Repealed.
C.R.S. § 7-62-205 — CO Code / Title 7 / Article 62 / Part 2 / Section 7-62-205
7-62-205. Presumptions
Status: in_force

7-62-205. Presumptions.

(1) (Deleted by amendment, L. 2003, p. 2244, § 130, effective July 1, 2004.)

(2) (a) For the purposes of this subsection (2), the definitions in section 7-62-101 shall apply; except that:

(I) "General partner" includes a partner who is identified or otherwise classified as a general partner by or in accordance with the agreement of the partners, notwithstanding any delay or failure to file an original certificate of limited partnership naming the general partner as such.

(II) "Limited partner" includes a partner who is identified or otherwise classified as a limited partner by or in accordance with the agreement of the partners, notwithstanding any delay or failure to file an original certificate of limited partnership.

(III) "Limited partnership" includes a partnership before the filing of the original certificate of limited partnership with the secretary of state and in which there is at least one general partner and one limited partner.

(IV) "Partner" includes a person who enters into the agreement contemplated in paragraph (b) of this subsection (2) as a co-owner with the rights of a general partner or a limited partner or who acquires an interest in a limited partnership as a co-owner with such rights.

(b) The presumptions set forth in this subsection (2) shall apply to each limited partnership whose partners enter into an agreement on or after October 31, 1981, to form such limited partnership, and to which a contribution is made by or on behalf of one or more of such partners before the filing of an original certificate of limited partnership for such partnership.

(c) It shall be presumed that the partners of such limited partnership shall have agreed that:

(I) The relationship of the partners with respect to any contributions made to the partnership and relations among the partners and between the partners and the partnership shall be the same as if a certificate of limited partnership had been filed pursuant to section 7-62-201 at the time the partners entered into the agreement contemplated in paragraph (b) of this subsection (2); and

(II) The general partners of such limited partnership shall approve such certificate and that the same shall be delivered to the secretary of state for filing pursuant to part 3 of article 90 of this title.

(III) (Deleted by amendment, L. 2003, p. 2244, § 130, effective July 1, 2004.)

(c.5) The failure or refusal of the general partners to approve such certificate or to deliver such certificate to the secretary of state, for filing pursuant to part 3 of article 90 of this title, shall entitle any partner to obtain a court order pursuant to section 7-90-313 approving an appropriate certificate and ordering the secretary of state to file the approved certificate.

(d) The presumptions set forth in this subsection (2) shall apply to such a limited partnership, notwithstanding any one or more provisions of any agreement of the partners of such limited partnership that:

(I) The term of such partnership shall commence upon the filing of such certificate;

(II) An agreement sets forth the entire understanding of the parties; or

(III) The agreement of the parties shall be in writing.

(e) The presumption set forth in subparagraph (II) of paragraph (c) of this subsection (2) shall not apply in an action for damages against a general partner by the other partners based on any delay or failure in the filing of a certificate of limited partnership.
C.R.S. § 7-56-502 — CO Code / Title 7 / Article 56 / Part 5 / Section 7-56-502
7-56-502. Marketing or purchasing contracts
Status: in_force

7-56-502. Marketing or purchasing contracts. Cooperatives limiting membership to agricultural producers may make and execute marketing or purchasing contracts requiring the members to sell or purchase, for any period of time not over ten years, all or any specified part of their agricultural products or specified commodities, goods, services, or input supplies exclusively to or through the cooperative or any facilities utilized or to be created by the cooperative. If such producers contract to sell to the cooperative, it shall be conclusively held that title to the products passes absolutely and unreservedly, except for recorded liens, to the cooperative upon delivery or at any other specified time if expressly and definitely agreed to in the contract. The contract may provide, among other things, that the cooperative may sell or resell the products delivered by its members with or without taking title to the products and pay over to its members the resale price, after deducting all necessary selling, overhead, and other costs and expenses, including interest or dividends on stock which shall not exceed eight percent per annum, and reserves for proper purposes.
C.R.S. § 7-90-702 — CO Code / Title 7 / Article 90 / Part 7 / Section 7-90-702
7-90-702. Change or resignation of registered agent
Status: in_force

7-90-702. Change or resignation of registered agent. (1) An entity that maintains a registered agent pursuant to this part 7 may change its registered agent, the registered agent address, or the registered agent name of its registered agent only by stating a different registered agent, different registered agent address, or different registered agent name for its registered agent, as the case may be, in one of the following:

(a) A statement of change filed pursuant to section 7-90-305.5;

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

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

(2) If the registered agent address or the registered agent name of the registered agent of an entity that is required to maintain a registered agent pursuant to this part 7 changes, the registered agent shall deliver to the secretary of state, for filing pursuant to part 3 of this article, a statement of change that, in addition to the information required to be stated in the statement of change pursuant to section 7-90-305.5, states that the person appointed as registered agent has delivered notice of the change to the entity.

(3) (Deleted by amendment, L. 2004, p. 1490, § 232, effective July 1, 2004.)

(4) If a person appointed as the registered agent for an entity in a filed document has resigned or otherwise is no longer the registered agent, the person, or if such person is deceased or a court of competent jurisdiction has appointed a guardian or general conservator for the person, the person's executor, administrator, guardian, conservator, or other legal representative, may deliver to the secretary of state, for filing pursuant to part 3 of this article, a statement of change that, in addition to the information required to be stated in the statement of change pursuant to section 7-90-305.5, states:

(a) The registered agent name and registered agent address as contained in the records of the secretary of state;

(b) The date on which the person resigned or otherwise ceased to be the registered agent for the entity; and

(c) That notice of the change has been delivered to the entity.

(5) Notwithstanding the provisions of section 7-90-304, a statement of change delivered by a person pursuant to subsection (4) of this section is effective on the thirty-first day after the date that the statement of change is filed in the records of the secretary of state or on a delayed effective date stated in the statement of change effecting the resignation that is not earlier than the thirty-first day, and not later than the ninetieth day, after the date the statement of change effecting the resignation is filed in the records of the secretary of state or on the effective date of a statement of change appointing a different person as registered agent, whichever occurs first.

(6) A statement of change pursuant to this section shall not be required to comply with section 7-90-305.5 (2)(b).
C.R.S. § 7-80-707 — CO Code / Title 7 / Article 80 / Part 7 / Section 7-80-707
7-80-707. Meetings of members
Status: repealed

7-80-707. Meetings of members. (Repealed)
C.R.S. § 7-64-1201 — CO Code / Title 7 / Article 64 / Part 12 / Section 7-64-1201
7-64-1201. Uniformity of application and construction
Status: in_force

7-64-1201. 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. § 7-123-103 — CO Code / Title 7 / Article 123 / Section 7-123-103
7-123-103. Emergency powers
Status: in_force

7-123-103. 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 designate additional offices, or authorize 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 nonprofit 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 nonprofit corporation:

(a) Binds the nonprofit corporation; and

(b) May not be the basis for the imposition of liability on any director, officer, employee, or agent of the nonprofit 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. § 7-114-109 — CO Code / Title 7 / Article 114 / Part 1 / Section 7-114-109
7-114-109. Service on dissolved corporation - repeal
Status: repealed

7-114-109. Service on dissolved corporation - repeal. (Repealed)
C.R.S. § 7-51-106 — CO Code / Title 7 / Article 51 / Section 7-51-106
7-51-106. Shares of stock
Status: in_force

7-51-106. Shares of stock. The shares of stock shall not be less than ten dollars nor more than one hundred dollars each and shall be deemed personal property and transferable as such in the manner provided by the bylaws. Subscriptions therefor shall be made payable in such installments and at such time as shall be determined by the directors, trustees, or other similar officers. The bylaws may provide for a forfeiture or sale of stock on failure to pay the installments or assessments that may from time to time become due; but no forfeiture of stock or of the amounts paid thereon shall be declared against any estate or stockholder before demand has been made for the amount due.
C.R.S. § 7-130-101 — CO Code / Title 7 / Article 130 / Part 1 / Section 7-130-101
7-130-101. Authority to amend articles of incorporation
Status: in_force

7-130-101. Authority to amend articles of incorporation. (1) A nonprofit 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 member does not have a vested property right resulting from any provision in the articles of incorporation or the bylaws, including any provision relating to management, control, purpose, or duration of the nonprofit corporation.
C.R.S. § 7-74-110 — CO Code / Title 7 / Article 74 / Section 7-74-110
7-74-110. Severability
Status: in_force

7-74-110. Severability. If any provision of this article or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of the 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. § 7-114-203 — CO Code / Title 7 / Article 114 / Part 2 / Section 7-114-203
7-114-203. Reinstatement following administrative dissolution - repeal
Status: repealed

7-114-203. Reinstatement following administrative dissolution - repeal. (Repealed)
C.R.S. § 7-58-517 — CO Code / Title 7 / Article 58 / Part 5 / Section 7-58-517
7-58-517. Districts and delegates - classes of members
Status: in_force

7-58-517. Districts and delegates - classes of members. (1) The articles or bylaws may provide for the formation of geographic districts of patron members, the conduct of patron member meetings by districts, the election of directors at the meetings, the election of district delegates to represent and vote for the district at members meetings, or any combination thereof.

(2) A delegate elected under subsection (1) of this section has one vote unless voting power is otherwise allocated by the articles or bylaws.

(3) The articles or bylaws may provide for the establishment of classes of members; the preferences, rights, and limitations of the classes; the conduct of members meetings by classes and the election of directors at the meetings; the election of class delegates to represent and vote for the district at members meetings; or any combination thereof.

(4) A delegate elected under subsection (3) of this section has one vote unless voting power is otherwise allocated by the articles or bylaws.
C.R.S. § 7-127-202 — CO Code / Title 7 / Article 127 / Part 2 / Section 7-127-202
7-127-202. Voting entitlement generally
Status: in_force

7-127-202. Voting entitlement generally. (1) Unless otherwise provided by the bylaws:

(a) Only voting members shall be entitled to vote with respect to any matter required or permitted under articles 121 to 137 of this title to be submitted to a vote of the members;

(b) All references in articles 121 to 137 of this title to votes of or voting by the members shall be deemed to permit voting only by the voting members; and

(c) Voting members shall be entitled to vote with respect to all matters required or permitted under articles 121 to 137 of this title to be submitted to a vote of the members.

(2) Unless otherwise provided by the bylaws, each member entitled to vote shall be entitled to one vote on each matter submitted to a vote of members.

(3) Unless otherwise provided by the bylaws, if a membership stands of record in the names of two or more persons, their acts with respect to voting shall have the following effect:

(a) If only one votes, such act binds all; and

(b) If more than one votes, the vote shall be divided on a pro rata basis.
C.R.S. § 7-64-1007 — CO Code / Title 7 / Article 64 / Part 10 / Section 7-64-1007
7-64-1007. Periodic reports
Status: in_force

7-64-1007. Periodic reports. Part 5 of article 90 of this title, providing for periodic reports from reporting entities, applies to domestic limited liability partnerships and domestic limited liability limited partnerships and applies to foreign limited liability partnerships and foreign limited liability limited partnerships that are authorized to transact business or conduct activities in this state pursuant to part 8 of article 90 of this title.
C.R.S. § 7-58-815 — CO Code / Title 7 / Article 58 / Part 8 / Section 7-58-815
7-58-815. Quorum
Status: in_force

7-58-815. Quorum. (1) Unless the articles or bylaws provide for a greater number, a majority of the total number of directors specified by the articles or bylaws constitutes a quorum for a meeting of the directors.

(2) If a quorum of the board of directors is present at the beginning of a meeting, any action taken by the directors present is valid even if withdrawal of directors originally present results in the number of directors being fewer than the number required for a quorum.

(3) A director present at a meeting but objecting to notice under section 7-58-814 (2) does not count toward a quorum.
C.R.S. § 7-55-117 — CO Code / Title 7 / Article 55 / Section 7-55-117
7-55-117. Associations not in restraint of trade
Status: in_force

7-55-117. Associations not in restraint of trade. No association formed under this article shall be deemed to be in restraint of trade or an illegal monopoly, or an attempt to lessen competition or to fix prices, nor shall the membership agreements or marketing contracts between the association and its members be illegal or in unlawful restraint of trade, or in any combination thereof to accomplish an improper or illegal purpose.
C.R.S. § 7-61-101 — CO Code / Title 7 / Article 61 / Section 7-61-101
7-61-101. Short title
Status: in_force

7-61-101. Short title. This article shall be known and may be cited as the "Uniform Limited Partnership Law of 1931", and shall be applicable to limited partnerships as provided in section 7-61-129.5.
C.R.S. § 7-45-105 — CO Code / Title 7 / Article 45 / Section 7-45-105
7-45-105. Planning standards and project review
Status: in_force

7-45-105. Planning standards and project review. (1) A preexisting or new toll road or toll highway company shall not commence the construction of a toll road or toll highway or of any other element of a toll road or toll highway project until the toll road or toll highway or other element has been reviewed by every metropolitan planning organization or regional planning commission that is located in whole or in part within the three-mile corridor designated by the preexisting toll road or toll highway company as required by section 7-45-101 (1) before June 2, 2008, or that is located in whole or in part within the proposed route of the toll road or toll highway proposed by the new toll road or toll highway company and has been included in the regional transportation plan in effect for the region pursuant to section 43-1-1103, C.R.S., and in the comprehensive statewide transportation plan required pursuant to section 43-1-1103 (5), C.R.S. In designated nonattainment areas for any pollutant pursuant to the federal "Clean Air Act", 42 U.S.C. sec. 7401 et seq., as amended, a metropolitan planning organization or regional planning commission shall not include a toll road or toll highway project in the regional transportation plan unless the organization or commission has performed an emissions analysis that demonstrates that regional emissions and local project emissions will continue to conform to the state implementation plan if the project is added to the regional transportation plan. The toll road or toll highway company shall pay the reasonable actual costs for the emissions analysis. Each organization or commission may condition its addition of a toll road or toll highway project into the regional transportation plan upon acceptable environmental mitigation activities and commitments to offset incremental costs of public services that will be necessary as a result of development of the project within the planning region.

(2) At least thirty days before a metropolitan planning organization or regional planning commission may amend its regional transportation plan pursuant to subsection (1) of this section, a toll road or toll highway company shall provide the organization or commission information on the toll road or toll highway project being considered for addition to the plan that includes the final environmental documentation required by section 7-45-106 (1)(b)(IV), the operating plan for the project, the technology to be utilized, an assessment of project feasibility, and an assessment of the long-term viability of the project.

(3) (a) At the discretion of a metropolitan planning organization or regional planning commission, a regional plan may initially be amended to include only environmental and preconstruction activities, excluding right-of-way acquisition, relating to a toll road or toll highway project and may later be amended to include actual construction and right-of-way acquisition of the project following agreement by the metropolitan planning organization or regional planning commission that acceptable environmental mitigation activities and commitments to offset incremental costs of public services are included in the project plans.

(b) Upon request of a local government located in whole or in part within the three-mile corridor of a proposed toll road or toll highway or toll road or toll highway project specified and mapped by a preexisting toll road or toll highway company in its filed formation document as required by section 7-45-101 (1) before June 2, 2008, or located in whole or in part within the proposed route of a toll road or toll highway proposed by a new toll road or toll highway company, a preexisting or new toll road or toll highway company shall consult with representatives from the local government and shall consider available mitigation of demonstrable negative impacts on the local government or its citizens that would result from the construction, operation, or financing of the toll road or toll highway or project.
C.R.S. § 7-128-108 — CO Code / Title 7 / Article 128 / Part 1 / Section 7-128-108
7-128-108. Removal of directors
Status: repealed

7-128-108. Removal of directors. (1) Directors elected by voting members or directors may be removed as follows:

(a) The voting members may remove one or more directors elected by them with or without cause unless the bylaws provide that directors may be removed only for cause.

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

(c) Subject to section 7-127-208 (3), a director may be removed only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.

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

(e) An entire board of directors may be removed under paragraphs (a) to (d) of this subsection (1).

(f) A director elected by the board of directors may be removed with or without cause by the vote of a majority of the directors then in office or such greater number as is stated in the bylaws; except that a director elected by the board of directors to fill the vacancy of a director elected by the voting members may be removed without cause by the voting members, but not the board of directors.

(g) (Deleted by amendment, L. 2000, p. 983, § 83, effective July 1, 2000.)

(2) Unless otherwise provided in the bylaws:

(a) An appointed director may be removed without cause by the person appointing the director;

(b) The person removing the director shall do so by giving written notice of the removal to the director and to the nonprofit corporation; and

(c) A removal is effective when the notice is received by both the director to be removed and the nonprofit corporation unless the notice states a later effective date.

(3) A designated director may be removed by an amendment to the bylaws deleting or changing the designation.

(4) Repealed.
C.R.S. § 7-62-305 — CO Code / Title 7 / Article 62 / Part 3 / Section 7-62-305
7-62-305. Information and accounting
Status: in_force

7-62-305. Information and accounting. (1) Each limited partner has the right to:

(a) Inspect and copy partnership records, as provided by section 7-62-105; and

(b) Obtain from the general partners from time to time, subject to such reasonable standards as may be stated in the partnership agreement or otherwise established by the general partners, upon reasonable demand for any purpose reasonably related to the limited partner's interest as a limited partner:

(I) True and full information regarding the state of the business and financial condition of the limited partnership and any other information regarding the affairs of the limited partnership; and

(II) Promptly after becoming available, a copy of the limited partnership's federal, state, and local income tax returns for each year; and

(c) Have a formal accounting of partnership affairs whenever circumstances render it just and reasonable.
C.R.S. § 7-122-105 — CO Code / Title 7 / Article 122 / Section 7-122-105
7-122-105. Organization of nonprofit corporation
Status: in_force

7-122-105. Organization of nonprofit corporation. (1) After incorporation:

(a) If initial directors are not named in the articles of incorporation, the incorporators shall hold a meeting, at the call of a majority of the incorporators, to adopt initial bylaws, if desired, and to elect a board of directors; and

(b) If initial directors are named in the articles of incorporation, the initial directors shall hold a meeting, at the call of a majority of the directors, to adopt bylaws, if desired, to appoint officers, and to carry on any other business.

(2) Action required or permitted by articles 121 to 137 of this title to be taken by incorporators at an organizational meeting may be taken without a meeting if the action is taken in the manner provided in section 7-128-202 for action by directors without a meeting.

(3) An organizational meeting may be held in or out of this state.
C.R.S. § 7-126-303 — CO Code / Title 7 / Article 126 / Part 3 / Section 7-126-303
7-126-303. Purchase of memberships
Status: in_force

7-126-303. Purchase of memberships. Unless otherwise provided by the bylaws, a nonprofit corporation shall not purchase the membership of a member who resigns or whose membership is terminated. If so authorized, a nonprofit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions stated in or authorized by its bylaws. No payment shall be made in violation of article 133 of this title.
C.R.S. § 7-48-113 — CO Code / Title 7 / Article 48 / Section 7-48-113
7-48-113. Members to have rights of stockholders
Status: in_force

7-48-113. Members to have rights of stockholders. The rights given to stockholders under the provisions of sections 7-102-106, 7-103-104, 7-110-203, and 7-114-102 shall apply to members as well as to stockholders of a corporation created under this article.
C.R.S. § 7-80-708 — CO Code / Title 7 / Article 80 / Part 7 / Section 7-80-708
7-80-708. Quorum of members - vote required
Status: repealed

7-80-708. Quorum of members - vote required. (Repealed)
C.R.S. § 7-49-117 — CO Code / Title 7 / Article 49 / Section 7-49-117
7-49-117. Deposit of funds
Status: in_force

7-49-117. Deposit of funds. The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of any director who is an officer or director of the depository so designated.