C.R.S. § 7-90-302 — CO Code / Title 7 / Article 90 / Part 3 / Section 7-90-302
7-90-302. Forms and cover sheets - secretary of state to furnish upon request
Status: in_force

7-90-302. Forms and cover sheets - secretary of state to furnish upon request. (1) The secretary of state may prepare and furnish a form or cover sheet, or both, for any document that is subject to this part 3 and may require the use of any such form or cover sheet or both. The form or cover sheet may require the statement of any information the secretary of state deems appropriate to perform the duties of the secretary of state under the law of this state, including information as to the identity of any person to which the document relates, the mailing address of any such person, the registered agent name and registered agent address of the registered agent for any such person who is required or permitted by this title to have a registered agent, and the principal office address of the principal office of any such person who has a principal office. A form or cover sheet shall not preclude in any way the inclusion in any document of any item the inclusion of which is not prohibited by the law of this state and shall not require the inclusion of any item the inclusion of which is not required or permitted by this article or any other law of this state.

(2) The form or cover sheet shall be deemed to be a part of the filed document that uses such form or cover sheet. Information that is contained in such form or cover sheet shall control over any contrary information contained elsewhere in the filed document.

(3) The secretary of state shall furnish, on request, any form or cover sheet that the secretary of state requires to be used pursuant to this section.
C.R.S. § 7-63-106 — CO Code / Title 7 / Article 63 / Section 7-63-106
7-63-106. Names
Status: repealed

7-63-106. Names. (Repealed)
C.R.S. § 7-62-602 — CO Code / Title 7 / Article 62 / Part 6 / Section 7-62-602
7-62-602. Withdrawal of general partner
Status: in_force

7-62-602. Withdrawal of general partner. A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to the general partner. The withdrawal of a general partner who is also a limited partner shall not constitute the withdrawal of the partner as a limited partner or affect the partner's rights as a limited partner.
C.R.S. § 7-90-910 — CO Code / Title 7 / Article 90 / Part 9 / Section 7-90-910
7-90-910. Effect of dissolution under section 7-90-908
Status: in_force

7-90-910. Effect of dissolution under section 7-90-908. A domestic entity that is dissolved pursuant to section 7-90-908 continues its existence but may not carry on any business except as is appropriate to wind up and liquidate its business and affairs, and to give notice to claimants, in accordance with the organic statutes.
C.R.S. § 7-58-1001 — CO Code / Title 7 / Article 58 / Part 10 / Section 7-58-1001
7-58-1001. Members' contributions
Status: in_force

7-58-1001. Members' contributions. The articles or bylaws must establish the amount, manner, or method of determining any contribution requirements for members or must authorize the board of directors to establish the amount, manner, or other method of determining any contribution requirements for members.
C.R.S. § 7-58-516 — CO Code / Title 7 / Article 58 / Part 5 / Section 7-58-516
7-58-516. Action without a meeting
Status: in_force

7-58-516. Action without a meeting. (1) Unless the articles or bylaws require that action be taken at a members meeting, any action required or permitted by this article to be taken at a members meeting may be taken without a meeting if notice of the proposed action is given as provided in subsection (6) of this section, and:

(a) All of the members entitled to vote thereon consent to the action in a record; or

(b) If expressly provided for in the articles, the members holding membership interests having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all of the membership interests entitled to vote thereon were present and voted consent to the action in a record.

(2) (a) No action taken pursuant to this section is effective unless, within sixty days after the date the limited cooperative association first receives a record describing and consenting to the action and signed by a member, the association has received records that describe and consent to the action, signed by members holding at least the number of votes entitled to be voted on the action as required by subsection (1) of this section, disregarding any record that has been revoked pursuant to subsection (3) of this section. The articles or bylaws may provide for the receipt of any record by the association by electronically transmitted facsimile or other form of wire or wireless communication providing the association with a complete copy thereof, including a copy of the signature thereon.

(b) Action taken pursuant to this section is effective as of the date the limited cooperative association receives the last record necessary to effect the action unless all of the records necessary to effect the action state another date as the effective date of the action, in which case the stated date is the effective date of the action.

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

(4) If not otherwise fixed under subsection (7) of this section, the record date for determining members entitled to take action pursuant to this section or entitled to be given notice under subsection (6) of this section of action taken pursuant to this section is the date the limited cooperative association first receives a writing upon which the action is taken pursuant to this section.

(5) Action taken under this section has the same effect as action taken at a members meeting and may be described as such.

(6) (a) If action is to be taken under subsection (1) of this section, the limited cooperative association shall give notice of the proposed action to the members entitled to vote thereon. The notice must:

(I) Be given in a record;

(II) Describe the proposed action; and

(III) Specify the date on or before which consents to be given pursuant to subsection (1) of this section must be received by the association.

(b) (I) Notwithstanding paragraph (a) of this subsection (6), whenever notice is required to be given under this subsection (6) to any member, the notice is not required to be given to a member if:

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

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

(II) If any such member delivers to the association a notice in a record setting forth the member's then-current address, the requirement that notice be given to the member is reinstated.

(7) The proper court may, upon application of the association or any member who would be entitled to vote on the action at a members meeting, summarily state a record date for determining members entitled to sign records consenting to an action under this section and may enter other orders necessary or appropriate to effect the purposes of this section.
C.R.S. § 7-50-113 — CO Code / Title 7 / Article 50 / Section 7-50-113
7-50-113. Articles of amendment evidence of amendment
Status: in_force

7-50-113. Articles of amendment evidence of amendment. The articles of amendment, or copy thereof, duly certified by the secretary of state or by the recorder, shall be received as evidence of the change, alteration, or amendment of the articles of incorporation of the corporation.
C.R.S. § 7-49-109 — CO Code / Title 7 / Article 49 / Section 7-49-109
7-49-109. Loan insurance fund established
Status: in_force

7-49-109. Loan insurance fund established. (1) The articles of incorporation shall include provisions for the establishment of a loan insurance fund as follows:

(a) At the time of incorporation, and prior to initiating any loans under section 7-49-108, the corporation may call upon each member institution to contribute to the loan insurance fund. The contribution of each institution shall not exceed two-one hundredths of one percent of its assets, unless a greater amount is contributed voluntarily by a member institution or unless a greater amount is stated at the time of incorporation. The corporation may call for contributions to the loan insurance fund only as needed to meet its insurance obligations on loans insured under this article that are in default and for the purpose of maintaining a fund of cash in the loan insurance fund of five hundred thousand dollars. Calls for contributions shall be made upon each of the member institutions in an amount that bears, at the date of the call, the same proportion to the loan insurance fund as such institution's assets bear to the total assets owned by the institutions.

(b) The loan insurance fund may be maintained by mortgage insurance fees not to exceed one-half of one percent above the rate charged for the mortgage or rehabilitation loan.

(2) In the alternative, mortgage insurance may also be provided under the provisions of section 10-4-106, C.R.S.
C.R.S. § 7-90-708 — CO Code / Title 7 / Article 90 / Part 7 / Section 7-90-708
7-90-708. Termination of commercial registered agent listing
Status: in_force

7-90-708. Termination of commercial registered agent listing. [Editor's note: This section is effective ninety days following certification by the secretary of state. (See the editor's note following this section.)]

(1) A commercial registered agent may terminate its listing as a commercial registered agent by delivering a commercial registered agent termination statement to the secretary of state for filing pursuant to part 3 of this article. The statement must include:

(a) The name of the registered agent as reflected in the records of the secretary of state at the time the statement is filed;

(b) A statement indicating that the commercial registered agent no longer serves as a commercial registered agent in this state; and

(c) A statement indicating that notice of the termination has been delivered to each entity and trademark registrant that the commercial registered agent represents.

(2) Notwithstanding section 7-90-304, a commercial registered agent termination statement is effective on the thirty-first day following the day that the commercial registered agent termination statement is filed in the records of the secretary of state or on a delayed effective date stated in the commercial registered agent termination statement that is not earlier than the thirty-first day and not later than the ninetieth day following the day the commercial registered agent termination statement is filed in the records of the secretary of state.

(3) A commercial registered agent ceases to be the agent for service of process for an entity and trademark registrant formerly represented by the commercial registered agent when the termination statement becomes effective. If an entity or trademark registrant represented by the person that is resigning as a commercial registered agent appoints a registered agent before the effective date of the termination statement, the commercial registered agent ceases to be the agent for that entity or trademark registrant on the effective date of the appointment of the new registered agent.
C.R.S. § 7-80-811 — CO Code / Title 7 / Article 80 / Part 8 / Section 7-80-811
7-80-811. Procedure for judicial dissolution
Status: in_force

7-80-811. Procedure for judicial dissolution. (1) A judicial proceeding by the attorney general to dissolve a limited liability company shall be brought in the district court for the county in this state in which the street address of the limited liability company's principal office or the street address of its registered agent is located or, if the limited liability company has no principal office in this state and no registered agent, in the district court for the city and county of Denver. A judicial proceeding brought by any other party named in section 7-80-810 to dissolve a limited liability company shall be brought in the district court for the county in this state in which the street address of the limited liability company's principal office is located or, if it has no principal office in this state, in the district court for the county in which the street address of its registered agent is located, or, if the limited liability company has no registered agent, in the district court for the city and county of Denver.

(2) It is not necessary to make managers or members parties to a judicial proceeding to dissolve a limited liability company unless relief is sought against them individually.

(3) A court in a judicial proceeding brought to dissolve a limited liability company may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the limited liability company's assets wherever located, and carry on the business of the limited liability company until a full hearing can be held.
C.R.S. § 7-127-105 — CO Code / Title 7 / Article 127 / Part 1 / Section 7-127-105
7-127-105. Waiver of notice
Status: in_force

7-127-105. Waiver of notice. (1) A member may waive any notice required by articles 121 to 137 of this title or by the bylaws, whether before or after the date or time stated in the notice as the date or time when any action will occur or has occurred. The waiver shall be in writing, be signed by the member entitled to the notice, and be delivered to the nonprofit corporation for inclusion in the minutes or filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver.

(2) A member's attendance at a meeting:

(a) Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice; and

(b) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
C.R.S. § 7-58-1608 — CO Code / Title 7 / Article 58 / Part 16 / Section 7-58-1608
7-58-1608. Filings required for conversion or merger
Status: in_force

7-58-1608. Filings required for conversion or merger. (1) After a plan of conversion is approved, the converting entity shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of conversion pursuant to section 7-90-201.7.

(2) After a plan of merger is approved, the surviving entity shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of merger pursuant to section 7-90-203.7.

(3) If the plan of conversion or merger provides for amendments to the organizational documents of the converting or surviving entity, the converting or surviving entity shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, articles of amendment effecting the amendments.
C.R.S. § 7-58-810 — CO Code / Title 7 / Article 58 / Part 8 / Section 7-58-810
7-58-810. Remuneration of directors
Status: in_force

7-58-810. Remuneration of directors. Unless the articles or bylaws otherwise provide, the board of directors may set the remuneration of directors and of nondirector committee members appointed under section 7-58-817 (1).
C.R.S. § 7-107-101 — CO Code / Title 7 / Article 107 / Part 1 / Section 7-107-101
7-107-101. Annual meeting
Status: in_force

7-107-101. Annual meeting. (1) A corporation shall hold a meeting of shareholders annually at a time and date stated in or fixed in accordance with the bylaws, or, if not so stated or fixed, at a time and date stated in or fixed in accordance with a resolution of the board of directors.

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

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

(b) If no place is stated in or fixed pursuant to subsection (2)(a) of this section, annual meetings shall be held at the corporation's principal office.

(3) The failure to hold an annual meeting at the time determined pursuant to subsection (1) of this section does not affect the validity of any corporate action and does not work a forfeiture or dissolution of the corporation.
C.R.S. § 7-56-610 — CO Code / Title 7 / Article 56 / Part 6 / Section 7-56-610
7-56-610. Sale or other disposition of property requiring member approval
Status: in_force

7-56-610. Sale or other disposition of property requiring member approval. (1) A cooperative may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, with or without its good will, only on the terms and conditions and for the consideration determined by the board and if the board proposes or submits and the members approve the transaction. A sale, lease, exchange, or other disposition of all, or substantially all, of the property of a cooperative, with or without its good will, in connection with its dissolution, other than pursuant to a court order, shall be subject to the requirements of this section; but a sale, lease, exchange, or other disposition of all, or substantially all, of the property of a cooperative, with or without its good will, pursuant to a court order shall not be subject to the requirements of this section. If a resolution to dissolve the cooperative that is adopted by the members of a cooperative pursuant to section 7-56-702 contemplates the sale of all or substantially all of the cooperative's property in connection with the dissolution, the adoption of that resolution by the members shall also be an authorization to sell all or substantially all of the cooperative's property pursuant to this section.

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

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

(a) The board, by a two-thirds majority vote of all its members, shall recommend the transaction or the consent to the members unless the board determines that, because of conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the members with the submission of the transaction or the consent; and

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

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

(5) The cooperative shall give proper notice to each member entitled to vote on the transaction described in subsection (1) of this section or the consent described in subsection (2) of this section of the members' meeting at which the transaction or the consent will be voted upon. The notice shall:

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

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

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

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

(6) Member approval of a transaction or consent described in subsections (1) and (2) of this section shall require an affirmative vote of two-thirds majority of the members present and voting in person or in any other manner authorized by the cooperative pursuant to section 7-56-305 (1); but the two-thirds voting requirement may be reduced to not less than a majority of the members present and voting in person or in any other manner authorized by the cooperative pursuant to section 7-56-305 (1), or may be increased to up to two-thirds of all members entitled to vote, by a provision contained in the articles or bylaws of the cooperative. The cooperative may also provide in its articles or bylaws for different voting requirements with respect to a transaction between one or more cooperatives subject to this article or similar law of other states and between the cooperative and one or more entities formed under or subject to different law of this or other states. A cooperative may not permit proportional voting to apply to a vote of members with respect to the sale of all or substantially all of the property of the cooperative pursuant to this section.

(7) After a transaction described in subsection (1) of this section or a consent described in subsection (2) of this section is authorized, the transaction may be abandoned or the consent withheld or revoked, subject to any contractual rights or other limitations on such abandonment, withholding, or revocation, by a unanimous vote of the board or the vote of two-thirds of all the members.

(8) If the members do not approve of a transaction or consent as described in subsections (1) and (2) of this section, the board may prohibit the consideration and submittal of a similar proposal to the members for a period of two years following the members' vote.
C.R.S. § 7-58-602 — CO Code / Title 7 / Article 58 / Part 6 / Section 7-58-602
7-58-602. Patron and investor members' interests
Status: in_force

7-58-602. Patron and investor members' interests. (1) Unless the articles or bylaws establish investor members' interests, a member's interest is a patron member's interest.

(2) Unless the articles or bylaws otherwise provide, if a limited cooperative association has investor members, while a person is a member of the association, the person:

(a) If admitted as a patron member, remains a patron member;

(b) If admitted as an investor member, remains an investor member; and

(c) If admitted as a patron member and investor member, remains a patron and investor member if not dissociated in one of the capacities.
C.R.S. § 7-129-109 — CO Code / Title 7 / Article 129 / Section 7-129-109
7-129-109. Limitation of indemnification of directors
Status: in_force

7-129-109. Limitation of indemnification of directors. (1) A provision treating a nonprofit corporation's indemnification of, or advance of expenses to, directors that is contained in its articles of incorporation or bylaws, in a resolution of its members or board of directors, or in a contract, except an insurance policy, or otherwise, is valid only to the extent the provision is not inconsistent with sections 7-129-101 to 7-129-108. If the articles of incorporation limit indemnification or advance of expenses, indemnification and advance of expenses are valid only to the extent not inconsistent with the articles of incorporation.

(2) Sections 7-129-101 to 7-129-108 do not limit a nonprofit 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. § 7-42-110 — CO Code / Title 7 / Article 42 / Section 7-42-110
7-42-110. Consolidation of ditch companies - repeal
Status: repealed

7-42-110. Consolidation of ditch companies - repeal. (Repealed)
C.R.S. § 7-70-105 — CO Code / Title 7 / Article 70 / Section 7-70-105
7-70-105. Statement of withdrawal of trademark registration
Status: in_force

7-70-105. Statement of withdrawal of trademark registration. (1) A statement of trademark registration may be withdrawn by the registrant by delivering to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of withdrawal of trademark registration.

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

(a) State the true name of the registrant;

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

(c) State that the statement of trademark registration is withdrawn; and

(d) Include such other information as the secretary of state may require.
C.R.S. § 7-56-601 — CO Code / Title 7 / Article 56 / Part 6 / Section 7-56-601
7-56-601. Encumbering property
Status: in_force

7-56-601. Encumbering property. The board of a cooperative has full power and authority, without approval of its members, to mortgage, pledge, encumber, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of the cooperative's property, whether or not in the usual and regular course of business, and to execute and deliver mortgages, deeds of trust, security agreements, or other instruments for such purposes.
C.R.S. § 7-47-101 — CO Code / Title 7 / Article 47 / Section 7-47-101
7-47-101. Who may organize - powers
Status: in_force

7-47-101. Who may organize - powers. (1) Three or more persons may associate themselves together under the provisions of law, for the purpose of procuring and establishing a cemetery or place of sepulture, and they shall, upon association and compliance with the provisions of law, be a body politic and corporate; may sue and be sued; may have a common seal that may be altered at pleasure; may purchase, hold, and convey real and personal estate; may choose a president and other officers; may enact bylaws for regulating the affairs of the corporation, not inconsistent with the law of this state, and compel the observance thereof by suitable penalties; and may do all acts necessary for the well ordering of the affairs of such corporation.

(1.5) (a) A board of directors for a nonprofit cemetery corporation shall include at least one director who owns a lot, grave space, niche, or crypt. If such an owner cannot be found to serve as a director, the board of directors shall maintain a vacancy until the director position can be filled with such an owner. A nonprofit cemetery corporation may wait until the first vacancy on the board of directors occurs after January 1, 2013, before appointing a director who owns a lot, grave space, niche, or crypt.

(b) This subsection (1.5) applies only to cemeteries as defined in section 6-24-101 (2).

(2) 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. § 7-107-106 — CO Code / Title 7 / Article 107 / Part 1 / Section 7-107-106
7-107-106. Waiver of notice
Status: in_force

7-107-106. Waiver of notice. (1) A shareholder may waive any notice required by articles 101 to 117 of this title or by the articles of incorporation or the bylaws, whether before or after the date or time stated in the notice as the date or time when any action will occur or has occurred. The waiver shall be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver.

(2) A shareholder's attendance at a meeting:

(a) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice; and

(b) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
C.R.S. § 7-30-104 — CO Code / Title 7 / Article 30 / Section 7-30-104
7-30-104. Real and personal property - nonprofit association as legatee, devisee, or benef
Status: in_force

7-30-104. Real and personal property - nonprofit association as legatee, devisee, or beneficiary. (1) A nonprofit association in its name may acquire, hold, encumber, or transfer an estate or interest in real or personal property.

(2) A nonprofit association may be a legatee, devisee, or beneficiary of a trust or contract.
C.R.S. § 7-60-144.5 — CO Code / Title 7 / Article 60 / Section 7-60-144.5
7-60-144.5. Statement of partnership authority or statement of denial
Status: in_force

7-60-144.5. Statement of partnership authority or statement of denial. With respect to a partnership governed by this article or a limited partnership that has not made the election provided for in section 7-61-129 (1)(a) or 7-62-1104 (2)(a), a statement of partnership authority may be delivered to the secretary of state pursuant to section 7-64-303, and a statement of denial may be delivered to the secretary of state pursuant to section 7-64-304, as if the partnership were governed by article 64 of this title or the limited partnership had made the election. Such statements have the effects specified in sections 7-64-303 and 7-64-304, respectively.
C.R.S. § 7-127-206 — CO Code / Title 7 / Article 127 / Part 2 / Section 7-127-206
7-127-206. Action by single and multiple voting groups
Status: in_force

7-127-206. Action by single and multiple voting groups. (1) If articles 121 to 137 of this title or the bylaws provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in section 7-127-205.

(2) If articles 121 to 137 of this title or the bylaws provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in section 7-127-205. One voting group may vote on a matter even though no action is taken by another voting group entitled to vote on the matter.
C.R.S. § 7-55-113 — CO Code / Title 7 / Article 55 / Section 7-55-113
7-55-113. Adoption of provisions of this article
Status: repealed

7-55-113. Adoption of provisions of this article. Every cooperative association, as defined in section 7-55-101 or formed or incorporated under any repealed Colorado statute pertaining to cooperative associations, except corporations or associations formed or incorporated under or subject to article 56 of this title, shall be conclusively presumed to have accepted and adopted the provisions of this article and shall be governed by the provisions of this article, unless such corporation or association or agricultural or livestock association has delivered to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a copy of a resolution adopted by its board of directors, its members, or its stockholders stating that it has elected not to become subject to the provisions of this article. This section shall not apply to cooperative associations formed and incorporated under or subject to article 56 of this title.
C.R.S. § 7-58-1703 — CO Code / Title 7 / Article 58 / Part 17 / Section 7-58-1703
7-58-1703. Saving clause
Status: in_force

7-58-1703. Saving clause. This article does not affect an action or proceeding commenced, or right accrued, before April 2, 2012.
C.R.S. § 7-43-102 — CO Code / Title 7 / Article 43 / Section 7-43-102
7-43-102. Certificate for pipeline companies
Status: in_force

7-43-102. Certificate for pipeline companies. Whenever any three or more persons associate under the provisions of law to form a corporation for the purpose of constructing a pipeline for the conveyance of gas, water, or oil, they, in the articles of incorporation, in addition to the matters otherwise required, shall state the places from and to which it is intended to construct the proposed line. Any pipeline corporation formed under the provisions of law shall have the right-of-way over the line named in the articles and shall also have the right to convey gas, water, or oil by said line, as stated in the articles, through lands of the state of Colorado and lands of any persons, and to erect pump stations, storage tanks, and other buildings necessary for such business. If a corporation is unable to agree with the persons owning any of the lands for the purchase of any real estate required for the purpose of any such corporation or company, or the transaction of the business of the same, or for right-of-way, or any other lawful purpose connected with or necessary to the operation of said company, the corporation may acquire such title in the manner provided by law.
C.R.S. § 7-130-201 — CO Code / Title 7 / Article 130 / Part 2 / Section 7-130-201
7-130-201. Amendment of bylaws by board of directors or members
Status: in_force

7-130-201. Amendment of bylaws by board of directors or members. (1) The board of directors may amend the bylaws at any time to add, change, or delete a provision, unless:

(a) Articles 121 to 137 of this title or the articles of incorporation reserve such power exclusively to the members in whole or part; or

(b) A particular bylaw expressly prohibits the board of directors from doing so; or

(c) It would result in a change of the rights, privileges, preferences, restrictions, or conditions of a membership class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class.

(2) The members may amend the bylaws even though the bylaws may also be amended by the board of directors. In such instance, the action shall be taken in accordance with sections 7-130-103 and 7-130-104 as if each reference therein to the articles of incorporation was a reference to the bylaws.
C.R.S. § 7-90-808 — CO Code / Title 7 / Article 90 / Part 8 / Section 7-90-808
7-90-808. Grounds for revocation
Status: repealed

7-90-808. Grounds for revocation. (Repealed)
C.R.S. § 7-116-106 — CO Code / Title 7 / Article 116 / Section 7-116-106
7-116-106. Information respecting shares
Status: in_force

7-116-106. Information respecting shares. Upon the written request of any shareholder, a corporation shall deliver to the shareholder, at the corporation's expense, the information specified by section 7-106-206 (4), whether or not the information is also contained or summarized on any share certificate of the shareholder.
C.R.S. § 7-58-811 — CO Code / Title 7 / Article 58 / Part 8 / Section 7-58-811
7-58-811. Meetings
Status: in_force

7-58-811. Meetings. (1) A board of directors shall meet at least annually and may hold meetings inside or outside this state.

(2) Unless the articles or bylaws otherwise provide, a board of directors may permit directors to attend or conduct board meetings through the use of any means of communication if all directors attending the meeting can communicate with each other during the meeting.
C.R.S. § 7-56-509 — CO Code / Title 7 / Article 56 / Part 5 / Section 7-56-509
7-56-509. Exemption from securities laws
Status: in_force

7-56-509. Exemption from securities laws. Any security, patronage refund, per unit retain certificate, capital credit, evidence of membership, preferred equity certificate, or other equity instrument issued, sold, or reported by a cooperative as an investment in its stock or capital to the patrons of a cooperative formed under or subject to this article or a similar law of any other jurisdiction and authorized to transact business or conduct activities in this state is exempt from the securities laws contained in the "Colorado Securities Act", article 51 of title 11, C.R.S. Such securities, patronage refunds, per unit retain certificates, capital credits, or evidences of membership, preferred equity certificates or other equity instruments may be issued, sold, or reported lawfully by the issuer or its directors, officers, members, or salaried employees without the necessity of the issuer or its directors, officers, members, or employees being registered as brokers or dealers under the "Colorado Securities Act", article 51 of title 11, C.R.S.
C.R.S. § 7-80-711 — CO Code / Title 7 / Article 80 / Part 7 / Section 7-80-711
7-80-711. Action by members without a meeting
Status: repealed

7-80-711. Action by members without a meeting. (Repealed)
C.R.S. § 7-48-107 — CO Code / Title 7 / Article 48 / Section 7-48-107
7-48-107. Acquisition or disposition of securities and capital stock
Status: in_force

7-48-107. Acquisition or disposition of securities and capital stock. Notwithstanding any other provision of law, any person, corporation, public utility, financial institution, or labor union may acquire, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of any bonds, notes, debentures, securities, or other evidences of indebtedness or the shares of capital stock of a corporation created under this article; but the amount of capital stock which may be acquired by any member of such corporation shall not exceed ten percent of the loan limit of that member.
C.R.S. § 7-133-101 — CO Code / Title 7 / Article 133 / Section 7-133-101
7-133-101. Distributions prohibited
Status: in_force

7-133-101. Distributions prohibited. Except as authorized by section 7-133-102, a nonprofit corporation shall not make any distributions.
C.R.S. § 7-108-110 — CO Code / Title 7 / Article 108 / Part 1 / Section 7-108-110
7-108-110. Vacancy on board
Status: in_force

7-108-110. Vacancy on board. (1) Unless otherwise provided in the articles of incorporation, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:

(a) The shareholders may fill the vacancy;

(b) The board of directors may fill the vacancy; or

(c) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(2) Notwithstanding subsection (1) of this section, unless otherwise provided in the articles of incorporation, if the vacant office was held by a director elected by a voting group of shareholders:

(a) If one or more of the remaining directors were elected by the same voting group, only such directors are entitled to vote to fill the vacancy if it is filled by directors, and they may do so by the affirmative vote of a majority of such directors remaining in office; and

(b) Only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(3) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under section 7-108-107 (2) or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.
C.R.S. § 7-80-809 — CO Code / Title 7 / Article 80 / Part 8 / Section 7-80-809
7-80-809. Approval by judicial act
Status: repealed

7-80-809. Approval by judicial act. (Repealed)
C.R.S. § 7-90-313 — CO Code / Title 7 / Article 90 / Part 3 / Section 7-90-313
7-90-313. Remedy for failure or refusal to file - presumptions
Status: in_force

7-90-313. Remedy for failure or refusal to file - presumptions. Any person who is adversely affected by a failure or refusal of any other person to deliver any document to the secretary of state, for filing pursuant to this part 3, with respect to any entity may petition the district court for the county in this state in which the street address of the entity's principal office is located or, if the entity has no principal office in this state, in the district court for the county in which the street address of its registered agent is located or, if the entity has no registered agent, in the city and county of Denver, to approve the document and direct the appropriate person to deliver the document to the secretary of state, for filing pursuant to this part 3. If the court finds that it is proper for the document to be filed and that there has been a failure or refusal to approve the document and deliver the document to the secretary of state for filing pursuant to this part 3, it shall order the secretary of state to file the document in the form it has approved.
C.R.S. § 7-64-201 — CO Code / Title 7 / Article 64 / Part 2 / Section 7-64-201
7-64-201. Partnership as entity
Status: in_force

7-64-201. Partnership as entity. A partnership is an entity distinct from its partners.
C.R.S. § 7-47-103 — CO Code / Title 7 / Article 47 / Section 7-47-103
7-47-103. Land surveyed and platted
Status: in_force

7-47-103. Land surveyed and platted. Such corporation shall cause its land, or such portion thereof as may, from time to time, become necessary for that purpose, to be surveyed into lots, avenues, and walks, and to be platted. The plat of ground as surveyed shall be acknowledged by some officer of the corporation and filed in the office of the recorder of the county in which the land is situated. Each lot shall be regularly numbered by the surveyor, and such number shall be marked on the plat.
C.R.S. § 7-58-1202 — CO Code / Title 7 / Article 58 / Part 12 / Section 7-58-1202
7-58-1202. Voluntary dissolution
Status: in_force

7-58-1202. Voluntary dissolution. (1) Except as otherwise provided in sections 7-58-1203 and 7-90-908, a limited cooperative association is dissolved and its activities must be wound up:

(a) Upon the occurrence of an event or at a time specified in the articles;

(b) Upon the action of the association's organizers, board of directors, or members under section 7-58-1205 or 7-58-1206; or

(c) Ninety days after the dissociation of a member that results in the association having one patron member and no other members, unless the association:

(I) Has a sole member that is a cooperative; or

(II) Not later than the end of the ninety-day period, admits at least one member in accordance with the articles or bylaws and has at least two members, at least one of which is a patron member.
C.R.S. § 7-50-111 — CO Code / Title 7 / Article 50 / Section 7-50-111
7-50-111. Amendment of articles
Status: in_force

7-50-111. Amendment of articles. Any corporation organized under this article may amend its affidavit of incorporation at any regular or special meeting of its governing board by a two-thirds vote of the board members present.
C.R.S. § 7-60-110 — CO Code / Title 7 / Article 60 / Section 7-60-110
7-60-110. Conveyance of real property
Status: in_force

7-60-110. Conveyance of real property. (1) Subject to the effect of a statement of partnership authority under section 7-64-303, where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; except that the partnership may recover such property unless the partner's act binds the partnership under the provisions of section 7-60-109 (1) or unless such property has been conveyed by the grantee or a person claiming through such grantee to a holder for value without knowledge that the partner, in making the conveyance, has exceeded the partner's authority.

(2) Where title to real property is in the name of the partnership, a conveyance executed by a partner in the partner's own name passes the equitable interest of the partnership if the act is one within the authority of the partner under the provisions of section 7-60-109 (1).

(3) Where title to real property is in the name of one or more but not all the partners and the record does not disclose the right of the partnership, the partners in whose name the title stands may convey title to such property, but the partnership may recover such property if the partner's act does not bind the partnership under the provisions of section 7-60-109 (1), unless the purchaser or the purchaser's assignee is a holder for value, without knowledge.

(4) Where the title to real property is in the name of one or more or all the partners or in a third person in trust for the partnership, a conveyance executed by a partner in the partnership name or in the partner's own name passes the equitable interest of the partnership if the act is one within the authority of the partner under the provisions of section 7-60-109 (1).

(5) Where the title to real property is in the names of all the partners, a conveyance executed by all the partners passes all their rights in such property.
C.R.S. § 7-90-903 — CO Code / Title 7 / Article 90 / Part 9 / Section 7-90-903
7-90-903. Effect of delinquency
Status: in_force

7-90-903. Effect of delinquency. (1) A delinquent entity may not maintain a proceeding in any court in this state for the collection of its debts until it has cured its delinquency pursuant to section 7-90-904 (1), (2), or (3).

(2) A court may stay a proceeding commenced by an entity until it determines whether the entity is delinquent. If the court determines that the entity is delinquent, it may further stay the proceeding until the entity cures its delinquency pursuant to section 7-90-904. If a delinquent entity cures its delinquency in accordance with section 7-90-904, no proceeding in any court in this state to which such entity is a party shall thereafter be dismissed by reason of that instance of delinquency.

(3) The delinquency of an entity does not terminate the authority of the registered agent of the entity.

(4) The existence of a domestic entity continues notwithstanding its delinquency.

(5) A delinquent domestic entity may be dissolved at any time and by any manner as may be provided or permitted by its constituent documents and organic statutes and, if it has failed to cure its delinquency for three years or more, the delinquent domestic entity may be dissolved pursuant to section 7-90-908.
C.R.S. § 7-47-104.5 — CO Code / Title 7 / Article 47 / Section 7-47-104.5
7-47-104.5. Reports
Status: in_force

7-47-104.5. Reports. (1) Each nonprofit cemetery corporation shall keep in its principal office and, upon reasonable request, shall make available for inspection and study to the owner of any grave space, niche, or crypt, or to a duly authorized representative of the owner, the following:

(a) An annual written report setting forth the number of interments and entombments maintained by the nonprofit cemetery corporation, the number of interments and entombments for the preceding year, and any other facts necessary to show the actual financial condition of the nonprofit cemetery corporation;

(b) A complete and current copy of any bylaws or articles of incorporation adopted by the board of directors;

(c) A copy of the minutes of each meeting of the board of directors for the last three years;

(d) A copy of each periodic report filed during the last three years with the Colorado secretary of state in accordance with section 7-90-501;

(e) A copy of internal revenue service form 990 reports, or any successor form or report, for the last three years; and

(f) A copy of the corporation's current balance sheet, income statement, and cash-flow statement.

(2) To comply with this section, the report must be attested to by the accountant, auditor, or other person preparing the report and verified by a vote of the board of directors.

(3) Upon written request for a specific list of documents, the nonprofit cemetery shall provide to any owner of a lot, grave space, niche, or crypt electronic or physical copies of any reports required by this section. The nonprofit cemetery shall fulfill the request within seven days after receipt of the request and payment of a copying charge, if paper copies are required or requested, not to exceed twenty-five cents per physical copied page. The nonprofit cemetery shall not charge for electronic copies.
C.R.S. § 7-58-809 — CO Code / Title 7 / Article 58 / Part 8 / Section 7-58-809
7-58-809. Vacancy on board
Status: in_force

7-58-809. Vacancy on board. (1) Unless the articles or bylaws otherwise provide, a vacancy on the board of directors must be filled:

(a) Within a reasonable time by majority vote of the remaining directors, until the next annual members meeting or a special meeting of members is called to fill the vacancy; and

(b) For the balance of the unexpired term by members at the next annual members meeting or a special meeting of members called to fill the vacancy.

(2) Unless the articles or bylaws otherwise provide, if a vacating director was elected or appointed by a class of members or a district:

(a) The new director must be of that class or district; and

(b) The selection of the director for the unexpired term must be conducted in the same manner as would the selection for that position without a vacancy.

(3) If a member appointed a vacating director, the articles or bylaws may provide for that member to appoint a director to fill the vacancy.
C.R.S. § 7-90-201.4 — CO Code / Title 7 / Article 90 / Part 2 / Section 7-90-201.4
7-90-201.4. Approval of plan of conversion
Status: in_force

7-90-201.4. Approval of plan of conversion. (1) In the case of domestic entities described in this subsection (1), the plan of conversion must be approved:

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

(b) In the case of a nonprofit corporation, as provided in section 7-131-102;

(c) In the case of a cooperative formed under, or subject to, article 56 of this title 7, as provided in section 7-56-602; and

(d) In the case of a cooperative formed under article 55 of this title 7, as provided in section 7-55-112.

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

(a) If the primary constituent documents expressly provide for the approval of the plan of conversion, it must be approved in accordance with those provisions.

(b) If subsection (2)(a) of this section does not apply, the plan of conversion must be approved in accordance with the provisions of the primary constituent documents that contain the most stringent terms for the approval of a plan of merger.

(c) If subsections (2)(a) and (2)(b) of this section do not apply, the plan of conversion must be approved in accordance with the provisions of the primary constituent documents that contain the most stringent terms for the approval of an amendment to the primary constituent documents or, if no such provisions exist, the provisions of the organic statutes that contain the most stringent terms for the approval of an amendment to the primary constituent documents.

(d) If subsections (2)(a), (2)(b), and (2)(c) of this section do not apply, the plan of conversion must be approved by all of the owners of the converting entity.

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

(4) Nothing in this section permits a primary constituent document to contain any provision proscribed by the organic statutes.
C.R.S. § 7-101-102 — CO Code / Title 7 / Article 101 / Part 1 / Section 7-101-102
7-101-102. Reservation of power to amend or repeal
Status: in_force

7-101-102. Reservation of power to amend or repeal. The general assembly has the power to amend or repeal all or part of articles 101 to 117 of this title at any time, and all domestic and foreign corporations subject to said articles shall be governed by the amendment or repeal.
C.R.S. § 7-108-303 — CO Code / Title 7 / Article 108 / Part 3 / Section 7-108-303
7-108-303. Resignation and removal of officers
Status: repealed

7-108-303. Resignation and removal of officers. (1) An officer may resign at any time by giving notice of resignation to the corporation.

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

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

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

(5) Repealed.
C.R.S. § 7-56-606.5 — CO Code / Title 7 / Article 56 / Part 6 / Section 7-56-606.5
7-56-606.5. Merger with foreign entity
Status: in_force

7-56-606.5. Merger with foreign entity. (1) One or more domestic cooperatives may merge with one or more foreign entities if:

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

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

(c) Each domestic cooperative complies with the applicable provisions of sections 7-56-602 and 7-56-603 and, if it is the surviving cooperative of the merger, with section 7-56-604.5.

(2) Upon the merger taking effect, the surviving foreign entity of a merger shall comply with section 7-90-204.5.
C.R.S. § 7-121-102 — CO Code / Title 7 / Article 121 / Part 1 / Section 7-121-102
7-121-102. Reservation of power to amend or repeal
Status: in_force

7-121-102. Reservation of power to amend or repeal. The general assembly has the power to amend or repeal all or part of articles 121 to 137 of this title at any time and all domestic and foreign nonprofit corporations subject to said articles shall be governed by the amendment or repeal.
C.R.S. § 7-62-802 — CO Code / Title 7 / Article 62 / Part 8 / Section 7-62-802
7-62-802. Judicial dissolution
Status: in_force

7-62-802. Judicial dissolution. On application by or for a partner, the district court for the county in this state in which the street address of the partnership's principal office is located, or, if the partnership has no principal office in this state, the district court for the county in which the street address of its registered agent is located, or, if the partnership has no registered agent, the district court for the city and county of Denver may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.
C.R.S. § 7-90-202 — CO Code / Title 7 / Article 90 / Part 2 / Section 7-90-202
7-90-202. Effect of conversion - entity unchanged
Status: in_force

7-90-202. Effect of conversion - entity unchanged. (1) When a conversion takes effect, the converting entity is converted into the resulting entity, and the resulting entity is thereafter subject to all of the provisions of the organic statutes.

(2) Unless otherwise agreed, the conversion of any converting entity into a resulting entity shall not be deemed to affect any obligations of the converting entity incurred prior to the conversion to the resulting entity or the personal liability of any person incurred prior to such conversion.

(3) Unless otherwise agreed or otherwise provided by the organic statutes, other than this article, the converting entity shall not be required to wind up the entity's affairs or pay obligations and distribute the entity's assets, and the conversion shall not be deemed to constitute a dissolution of the converting entity and shall constitute a continuation of the existence of the converting entity in the form of the resulting entity.

(4) The resulting entity is the same entity as the converting entity.
C.R.S. § 7-90-704 — CO Code / Title 7 / Article 90 / Part 7 / Section 7-90-704
7-90-704. Service on entities
Status: in_force

7-90-704. Service on entities. (1) The registered agent of an entity is an agent of the entity authorized to receive service of any process, notice, or demand required or permitted by law to be served on the entity. The registered agent of an entity is an agent of the entity to whom the secretary of state may deliver any form, notice, or other document with respect to the entity under this title, unless otherwise specified by an organic statute.

(2) If an entity that is required to maintain a registered agent pursuant to this part 7 has no registered agent, or if the registered agent is not located under its registered agent name at its registered agent address, or if the registered agent cannot with reasonable diligence be served, the entity may be served by registered mail or by certified mail, return receipt requested, addressed to the entity at its principal address. Service is perfected under this subsection (2) at the earliest of:

(a) The date the entity receives the process, notice, or demand;

(b) The date shown on the return receipt, if signed on behalf of the entity; or

(c) Five days after mailing.

(3) This section does not prescribe the only means, or necessarily the required means, of serving an entity in this state.
C.R.S. § 7-47-104 — CO Code / Title 7 / Article 47 / Section 7-47-104
7-47-104. Disposition of proceeds of sales of lots
Status: in_force

7-47-104. Disposition of proceeds of sales of lots. The net proceeds arising from the sale of lots by such corporation and all other income and revenue thereof, after paying for cemetery ground, shall be exclusively applied, appropriated, and used in improving, preserving, and embellishing the cemetery and its appurtenances, and to paying the necessary expenses of the corporation, and shall not be appropriated for any purpose of profit to the corporation or its members.
C.R.S. § 7-58-1606 — CO Code / Title 7 / Article 58 / Part 16 / Section 7-58-1606
7-58-1606. Approval or abandonment of merger by members
Status: in_force

7-58-1606. Approval or abandonment of merger by members. (1) Subject to subsections (2) and (3) of this section, a plan of merger must be approved by:

(a) At least a majority of the voting power of members present at a members meeting called under section 7-58-1605 (2); 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.

(2) The articles or bylaws may provide that the percentage of votes required under paragraph (a) of subsection (1) 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 (2).

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

(4) Consent in a record to a plan of merger by a member must be delivered to the limited cooperative association before delivery of a statement of merger for filing pursuant to section 7-58-1608 (2) if, as a result of the merger, the member will have:

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

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

(5) Subject to subsection (4) of this section and any contractual rights, after a merger is approved, and at any time before the effective date of the merger, a limited cooperative association that is a party to the merger may approve an amendment to the plan of merger or approve abandonment of the planned merger:

(a) As provided in the plan; and

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

(6) The voting requirements for districts, classes, or voting groups under section 7-58-404 apply to approval of a merger under this part 16.
C.R.S. § 7-63-112 — CO Code / Title 7 / Article 63 / Section 7-63-112
7-63-112. Capital contributions
Status: in_force

7-63-112. Capital contributions. (1) The persons forming an association shall make contribution to its capital in cash or in other property.

(2) The valuation of property contributed as contemplated in subsection (1) of this section must be approved by all of the initial members. This subsection (2) is a default rule, subject to the bylaws.
C.R.S. § 7-129-104 — CO Code / Title 7 / Article 129 / Section 7-129-104
7-129-104. Advance of expenses to directors
Status: in_force

7-129-104. Advance of expenses to directors. (1) A nonprofit corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:

(a) The director furnishes to the nonprofit corporation a written affirmation of the director's good-faith belief that the director has met the standard of conduct described in section 7-129-102;

(b) The director furnishes to the nonprofit corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and

(c) A determination is made that the facts then known to those making the determination would not preclude indemnification under this article.

(2) The undertaking required by paragraph (b) of subsection (1) of this section shall be 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) Determinations and authorizations of payments under this section shall be made in the manner specified in section 7-129-106.
C.R.S. § 7-108-302 — CO Code / Title 7 / Article 108 / Part 3 / Section 7-108-302
7-108-302. Duties of officers
Status: in_force

7-108-302. Duties of officers. Each officer shall have the authority and shall perform the duties stated with respect to the officer's office in the bylaws or, to the extent not inconsistent with the bylaws, prescribed with respect to that office by the board of directors or by an officer authorized by the board of directors.
C.R.S. § 7-90-105 — CO Code / Title 7 / Article 90 / Part 1 / Section 7-90-105
7-90-105. Notice
Status: in_force

7-90-105. Notice. (1) Except as otherwise provided in section 7-90-403 with respect to notice given by the secretary of state, notice given pursuant to this title 7 must be in writing unless oral notice is reasonable under the circumstances.

(2) Notice may be given in person or by telephone, electronic transmission, mail, or private carrier. A notice or other communication may be in the form of an electronic transmission that cannot be directly reproduced in paper form by the recipient through an automated process used in conventional commercial practice only if:

(a) The electronic transmission is otherwise retrievable in perceivable form; and

(b) The sender and the recipient have consented in writing to the use of that form of electronic transmission.

(3) Without limiting the manner by which notice otherwise may be given effectively to owners, any notice to an owner given by an entity under any provision of this title 7 or the constituent documents may be given in writing directed to the owner's mailing address or by electronic transmission directed to the owner's electronic-mail address, as applicable, as it appears on the records of the entity, and the notice is effective at the earliest of:

(a) The date received;

(b) Five days after mailing if the notice is deposited in the United States mail, postage prepaid; or

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

(4) When oral notice is reasonable in the circumstances as contemplated by subsection (1) of this section, the oral notice is effective when communicated if communicated in a comprehensible manner.

(5) Without limiting the manner by which notice otherwise may be given effectively to owners, notice given by electronic transmission is received when delivered if:

(a) Directed to an owner's electronic-mail address provided by the owner unless:

(I) The owner has notified the entity in writing or by electronic transmission of an objection to receiving notice by electronic mail; or

(II) The notice is prohibited by this title 7 or the constituent documents; and

(b) The notice by electronic mail includes a prominent legend that the communication is an important notice regarding the entity.

(6) If three successive notices that are sent to an owner pursuant to this section have been returned as undeliverable, no further notices to the owner are necessary until another address for the owner is made known to the entity; except that the failure to provide the notice pursuant to this subsection (6) does not invalidate any meeting or other action.

(7) An affidavit of the manager, transfer agent, or other agent of the entity that notice has been given is, in the absence of fraud, prima facie evidence of the facts stated in the affidavit.

(8) Notice to a domestic entity or to a foreign entity authorized to transact business or conduct activities in this state may be mailed to:

(a) The registered agent address of the entity's registered agent; or

(b) The entity or its manager or secretary at its principal office.

(9) If this title 7 prescribes notice requirements for particular circumstances, those requirements govern. If the constituent documents of an entity prescribe notice requirements not inconsistent with this section or other provisions of this title 7, those requirements govern.

(10) (a) A domestic entity has given notice or has delivered any document under this title 7 or pursuant to the constituent documents to all owners who share a common address if:

(I) The domestic entity delivers one copy of the document to the common address;

(II) The domestic entity addresses the document to the owners either as a group, to each of the owners individually, or to the owners in a form to which each of the owners has consented; and

(III) Each of the owners consents to delivery of a single copy of the document to the owners' common address.

(b) The consent described in subsections (10)(a)(II) and (10)(a)(III) of this section is revocable by an owner who delivers notice of revocation to the domestic entity. If the notice of revocation is delivered, the domestic entity shall begin providing individual notices or documents to the revoking owner no later than thirty days after delivery of the notice of revocation.

(c) An owner who fails to object by notice to the domestic entity within sixty days after notice by the entity of its intention to deliver single copies of notices or documents to owners who share a common address as permitted by subsection (10)(a) of this section is deemed to have consented to receiving a single copy at the common address if the notice of intention explains that consent may be revoked and the method for revoking consent.
C.R.S. § 7-56-301 — CO Code / Title 7 / Article 56 / Part 3 / Section 7-56-301
7-56-301. Members
Status: repealed

7-56-301. Members. (1) Subject to the provisions of this section and under the terms and conditions prescribed in the articles or bylaws adopted by it, a cooperative may limit admission as members or issue common stock only to persons engaged in the particular business or utilizing the goods or services provided by or through the cooperative, including any entity formed under the law of this state or any other jurisdiction, or may admit as members or issue common stock to any person meeting uniform terms and conditions stated in its articles or bylaws.

(2) When any required membership fee or payment for stock as required in the articles, the bylaws, or a resolution of the board has been paid in full or a promissory note executed for the required membership fee or capital subscription, a cooperative may issue a certificate of membership or common stock evidencing the membership or ownership of the stock or may evidence the same on the books or other records of the cooperative as determined by the articles, the bylaws, or the board. Except for a cooperative formed with stock, promissory notes of members may not be accepted by the cooperative as full or partial payment for stock unless permitted by the bylaws and adequately secured. The cooperative shall hold the stock as security for the payment of the note, but such retention as security shall not affect the member's right to vote.

(3) No member shall have a right to vote until the required membership fee or payment for stock has been paid in full.

(4) A cooperative, in its articles or bylaws, may limit the amount of common stock that a member may own.

(5) No member shall be liable directly or indirectly, including by way of indemnification, contribution, or otherwise, under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of or chargeable to the cooperative while it is incorporated for an amount exceeding the sum remaining unpaid on the member's membership fee or the member's subscription to the stock, including any unpaid balance on any promissory note given in payment thereof; except that this subsection (5) shall not affect the liability of a member who is also a member of the board or an officer for such member's negligence, wrongful act, or misconduct in that capacity.

(6) A cooperative formed with or without capital stock under this article may issue or accept investments in nonvoting stock or equity that may have such rights and preferences, including being subject to per unit retains or allocations of net margins, as may be provided in the articles, the bylaws, or by the board. Such nonvoting stock or equity may be issued and sold by the cooperative to any person, including those persons not otherwise qualified to be members, and may be redeemable or retireable by the cooperative on such terms and conditions as are provided for in the articles, the bylaws, or a resolution of the board providing for the issuance of or the investment in the nonvoting stock or equity. The terms and conditions of redemption shall be printed on any certificate evidencing the stock or equity.

(7) A cooperative shall impose restrictions on the transfer of voting common stock or membership in the cooperative in its bylaws in accordance with section 7-56-208 (2), and may also impose such restrictions in its articles, and may impose restrictions on the transfer of other equity investments in the cooperative in its articles, bylaws, or by resolution of its board. Any such restriction shall be printed upon any certificate or other written evidence of the membership, voting common stock, or other equity investment if one is issued.

(8) Subject to the provisions of section 7-56-406 (2)(c), a cooperative may, at any time as stated in its articles, bylaws, or resolution of the board adopted at the time of issuance, acquire, recall, redeem, exchange, or reissue its common stock, memberships, preferred stock, preferred equity, memberships, or other equity capital. Consideration paid for stock, memberships, or other equity capital acquired, recalled, redeemed, exchanged, or reissued by the cooperative shall be the par value, stated value, price originally paid, or book value, whichever is less, as conclusively determined by the board, plus any accrued and unpaid dividends, if any, and, if the price originally paid for the stock, memberships, or other equity capital included an additional amount based upon the right of the holder to engage in business with the cooperative, the consideration shall include the additional amount. If stock, memberships, or other equity capital acquired, recalled, redeemed, or exchanged does not have a par value, then the par value shall not be considered in determining the consideration. The cooperative may set off against the consideration to be paid obligations to it of the holder of stock, membership, or other equity capital and shall have a continuing perfected security interest in the stock, membership, and other equity capital of a member, stockholder, or holder of other equity capital to secure payment of any indebtedness to the cooperative of the stockholder, member, or holder of other equity capital, whenever indebtedness is incurred. Notwithstanding any other provision of law, the security interest shall take priority over all other perfected security interests. No acquisition, recall, or redemption shall be made if the result of it would be to bring the value of the remaining assets of the cooperative below the aggregate of its indebtedness. The articles or bylaws may provide other limitations on the right of a cooperative to acquire, recall, redeem, exchange, or reissue its stock, memberships, or other equity capital.

(9) If a member of a cooperative is other than an individual, such member may be represented by any individual, associate, officer, manager, member, shareholder, or other equity holder thereof duly authorized in writing by the member's board or other governing body having the right to authorize the representation.

(10) If so prescribed in its articles or bylaws, a cooperative may group its members in districts, or other units, or by types of goods or services utilized, for administration or otherwise achieving the purposes of the cooperative.

(11) A cooperative, in its articles or bylaws, may limit the amount of common stock or other equity capital held by members or other persons.

(12) Repealed.
C.R.S. § 7-132-102 — CO Code / Title 7 / Article 132 / Section 7-132-102
7-132-102. Sale of property other than in regular course of activities
Status: in_force

7-132-102. Sale of property other than in regular course of activities. (1) A nonprofit corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, with or without its good will, other than in the usual and regular course of business on the terms and conditions and for the consideration determined by the board of directors, if the board of directors proposes and the members entitled to vote thereon approve the transaction. A sale, lease, exchange, or other disposition of all, or substantially all, of the property of a nonprofit corporation, with or without its good will, in connection with its dissolution, other than in the usual and regular course of business, and other than pursuant to a court order, shall be subject to the requirements of this section; but a sale, lease, exchange, or other disposition of all, or substantially all, of the property of a nonprofit corporation, with or without its good will, pursuant to a court order shall not be subject to the requirements of this section.

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

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

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

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

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

(5) The nonprofit corporation shall give notice, in accordance with section 7-127-104 to each member entitled to vote on the transaction described in subsection (1) of this section or the consent described in subsection (2) of this section, of the members' meeting at which the transaction or the consent will be voted upon. The notice shall:

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

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

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

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

(6) Unless articles 121 to 137 of this title, the articles of incorporation, bylaws adopted by the members, or the board of directors acting pursuant to subsection (4) of this section require a greater vote, the transaction described in subsection (1) of this section or the consent described in subsection (2) of this section shall be approved by the votes required by sections 7-127-205 and 7-127-206 by every voting group entitled to vote on the transaction or the consent.

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

(8) A transaction that constitutes a distribution is governed by article 133 and not by this section.
C.R.S. § 7-80-717 — CO Code / Title 7 / Article 80 / Part 7 / Section 7-80-717
7-80-717. Discontinuance or settlement of derivative proceeding
Status: in_force

7-80-717. Discontinuance or settlement of derivative proceeding. No derivative proceeding commenced pursuant to this part 7 shall be discontinued or settled without the approval of the court. Where the court determines that a proposed discontinuance or settlement will substantially affect the interests of the members of the limited liability company, the court shall direct that notice be given to the members affected.
C.R.S. § 7-64-405 — CO Code / Title 7 / Article 64 / Part 4 / Section 7-64-405
7-64-405. Actions by partnership and partners
Status: in_force

7-64-405. Actions by partnership and partners. (1) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.

(2) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to:

(a) Enforce the partner's rights under the partnership agreement;

(b) Enforce the partner's rights under this article, including:

(I) The partner's rights under section 7-64-401, 7-64-403, or 7-64-404;

(II) The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to section 7-64-701 or enforce any other right under part 6 or part 7 of this article; or

(III) The partner's right to compel a dissolution and winding up of the partnership business under section 7-64-801 or enforce any other right under part 8 of this article; or

(c) Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.

(3) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
C.R.S. § 7-107-201 — CO Code / Title 7 / Article 107 / Part 2 / Section 7-107-201
7-107-201. Shareholders' list for meeting
Status: in_force

7-107-201. Shareholders' list for meeting. (1) After fixing a record date for a shareholders' meeting, the corporation shall prepare a list of the names of all its shareholders who are entitled to be given notice of the meeting. The list shall be arranged by voting groups and within each voting group by class or series of shares, shall be alphabetical within each class or series, and shall show the address of, and the number of shares of each such class and series that are held by, each shareholder.

(2) (a) The shareholders' list must be available for inspection by any shareholder, beginning the earlier of ten days before the meeting for which the list was prepared or two business days after notice of the meeting is given and continuing through the meeting, and any adjournment thereof:

(I) At the corporation's principal office or at a place identified in the notice of the meeting in the city in which the meeting will be held; or

(II) On a reasonably accessible electronic network if the information required to gain access to the list is provided with the notice of the meeting. If the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that the list is available only to shareholders of the corporation.

(b) A shareholder or an agent or attorney of the shareholder is entitled, on written demand, to inspect and, subject to sections 7-116-102 (3) and 7-116-103 (2) and (3), to copy the list during regular business hours and during the period it is available for inspection.

(3) If the meeting is to be held at a place, the corporation shall make the shareholders' list available at the meeting, and any shareholder or an agent or attorney of the shareholder is entitled to inspect the list at any time during the meeting or any adjournment. If the meeting is to be held solely by means of remote communication, the list must also be open to inspection during the meeting on a reasonably accessible electronic network, and the corporation shall provide, with the notice of the meeting, all information required to access the list.

(4) If the corporation refuses to allow a shareholder or an agent or attorney of the shareholder to inspect the shareholders' list before or at the meeting or to copy the list, as permitted by subsection (2) or (3) of this 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 list at the corporation's expense and may postpone or adjourn the meeting for which the list was prepared until the inspection or copying is complete.

(5) If a court orders inspection or copying of the shareholders' list pursuant to subsection (4) of this section, unless the corporation proves that it refused inspection or copying of the list in good faith because it had a reasonable basis for doubt about the right of the shareholder or the agent or attorney of the shareholder to inspect or copy the shareholders' list:

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

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

(c) The court may grant the shareholder any other remedy afforded the shareholder by law.

(6) If a court orders inspection or copying of the shareholders' list pursuant to subsection (4) of this section, the court may impose reasonable restrictions on the use or distribution of the list by the shareholder.

(7) Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.
C.R.S. § 7-114-305 — CO Code / Title 7 / Article 114 / Part 3 / Section 7-114-305
7-114-305. Election to purchase in lieu of dissolution
Status: in_force

7-114-305. Election to purchase in lieu of dissolution. (1) In a proceeding under section 7-114-301 (2) to dissolve a corporation, unless otherwise provided in the articles of incorporation or bylaws of the corporation, the corporation may elect or, if it fails to elect, one or more shareholders may elect, to purchase all shares owned by the petitioning shareholder at the fair value of the shares. An election pursuant to this section is irrevocable unless the court determines that it is equitable to set aside or modify the election.

(2) (a) An election to purchase pursuant to this section may be filed with the court at any time within ninety days after the filing of the petition under section 7-114-301 (2) or at such later time as the court in its discretion may allow. If the election to purchase is filed by one or more shareholders, the corporation shall, within ten days after the filing, give notice to all shareholders other than the petitioner. The notice must state the name and number of shares owned by the petitioner and the name and number of shares owned by each electing shareholder and must advise the recipients of their right to join in the election to purchase shares in accordance with this section.

(b) Shareholders that wish to participate must file notice of their intention to join in the purchase no later than thirty days after the effective date of the notice to them. All shareholders who have filed an election or notice of their intention to participate in the election to purchase become parties to the proceeding and participate in the purchase in proportion to their ownership of shares as of the date the first election was filed unless they otherwise agree or the court otherwise directs.

(c) After an election has been filed by the corporation or one or more shareholders, the proceeding under section 7-114-302 (2) may not be discontinued or settled, nor may the petitioning shareholder sell or otherwise dispose of the shareholder's shares, unless the court determines that it would be equitable to the corporation and the shareholders, other than the petitioner, to permit the discontinuance, settlement, sale, or other disposition.

(3) If, within sixty days after the filing of the first election, the parties reach agreement as to the fair value and terms of purchase of the petitioner's shares, the court shall enter an order directing the purchase of the petitioner's shares upon the terms and conditions agreed to by the parties.

(4) If the parties are unable to reach an agreement as provided for in subsection (3) of this section, the court, upon application of any party, shall stay the proceedings held pursuant to section 7-114-302 and determine the fair value of the petitioner's shares as of the day before the date on which the petition under section 7-114-302 was filed or as of such other date as the court deems appropriate under the circumstances.

(5) (a) Upon determining the fair value of the shares, the court shall enter an order directing the purchase upon such terms and conditions as the court deems appropriate, which may include payment of the purchase price in installments where necessary in the interests of equity, provision for security to assure payment of the purchase price and any additional expenses as may have been awarded, and, if the shares are to be purchased by shareholders, the allocation of shares among the shareholders. In allocating the petitioner's shares among holders of different classes of shares, the court shall attempt to preserve the existing distribution of voting rights among holders of different classes insofar as practicable and may direct that holders of a specific class or classes not participate in the purchase.

(b) Interest may be allowed at the rate and from the date determined by the court to be equitable, but if the court finds that the refusal of the petitioning shareholder to accept an offer of payment was arbitrary or otherwise not in good faith, no interest shall be allowed.

(c) If the court finds that the petitioning shareholder had probable grounds for relief under section 7-114-301 (2)(b) or (2)(d), it may award expenses to the petitioning shareholder.

(6) Upon entry of an order under subsection (3) or (5) of this section, the court shall dismiss the petition to dissolve the corporation under section 7-114-302 and the petitioning shareholder no longer has any rights or status as a shareholder of the corporation other than the right to receive the amounts awarded by the order of the court, which is enforceable in the same manner as any other judgment.

(7) The purchase ordered pursuant to subsection (5) of this section must be made within ten days after the date the order becomes final unless, before that time, the corporation files with the court a notice of its intention to adopt articles of dissolution pursuant to sections 7-114-102 and 7-114-103, which articles must then be adopted and filed within fifty days after the filing of the notice. Upon filing of the articles of dissolution, the corporation is dissolved in accordance with sections 7-90-910 to 7-90-914 and the order entered pursuant to subsection (5) of this section is no longer of any force or effect; except that the court may award the petitioning shareholder expenses in accordance with subsection (5)(c) of this section and the petitioner may continue to pursue any claims previously asserted on behalf of the corporation.

(8) Any payment by the corporation pursuant to an order under subsection (3) or (5) of this section, other than an award of expenses pursuant to subsection (5) of this section, is subject to section 7-106-401.
C.R.S. § 7-58-1006 — CO Code / Title 7 / Article 58 / Part 10 / Section 7-58-1006
7-58-1006. Redemption or repurchase
Status: in_force

7-58-1006. Redemption or repurchase. Property distributed to a member by a limited cooperative association, other than money, may be redeemed or repurchased as provided in the articles or bylaws, but a redemption or repurchase may not be made without authorization by the board of directors. The board may withhold authorization for any reason in its sole discretion. A redemption or repurchase is treated as a distribution for purposes of section 7-58-1007.
C.R.S. § 7-107-105 — CO Code / Title 7 / Article 107 / Part 1 / Section 7-107-105
7-107-105. Notice of meeting
Status: in_force

7-107-105. Notice of meeting. (1) A corporation shall give notice to shareholders of the date, time, and place, if any, of each annual and special shareholders' meeting no fewer than ten nor more than sixty days before the date of the meeting; except that, if the number of authorized shares is to be increased, the corporation shall give at least thirty days' notice. Unless articles 101 to 117 of this title 7 or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.

(2) Unless articles 101 to 117 of this title or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.

(3) Notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called.

(4) If not otherwise fixed under section 7-107-103 or 7-107-107, the record date for determining shareholders entitled to be given notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is given to shareholders.

(5) (a) Subject to subsection (5)(b) of this section and unless otherwise required by the bylaws, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, if any, notice need not be given of the new date, time, or place, if any, if the new date, time, or place, if any, is announced at the meeting before adjournment.

(b) If a new record date for the adjourned meeting is or must be fixed under section 7-107-107, notice of the adjourned meeting shall be given under this section to persons who are shareholders as of the new record date.
C.R.S. § 7-101-101 — CO Code / Title 7 / Article 101 / Part 1 / Section 7-101-101
7-101-101. Short title
Status: in_force

7-101-101. Short title. Articles 101 to 117 of this title shall be known and may be cited as the "Colorado Business Corporation Act".
C.R.S. § 7-61-127 — CO Code / Title 7 / Article 61 / Section 7-61-127
7-61-127. Parties to actions
Status: in_force

7-61-127. Parties to actions. A contributor, unless the contributor is a general partner, is not a proper party to proceedings by or against a partnership except where the object is to enforce a limited partner's right against or liability to the partnership.
C.R.S. § 7-58-1204 — CO Code / Title 7 / Article 58 / Part 12 / Section 7-58-1204
7-58-1204. Judicial dissolution - procedure
Status: in_force

7-58-1204. Judicial dissolution - procedure. (1) A judicial proceeding to dissolve a limited cooperative association must be brought in the proper court.

(2) It is not necessary to make members parties to a judicial proceeding to dissolve a limited cooperative association unless relief is sought against them individually.

(3) A court in a judicial proceeding brought to dissolve a limited cooperative association may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the limited liability company's assets wherever located, and carry on the business of the association until a full hearing can be held.
C.R.S. § 7-64-503 — CO Code / Title 7 / Article 64 / Part 5 / Section 7-64-503
7-64-503. Transfer of partner's transferable interest
Status: in_force

7-64-503. Transfer of partner's transferable interest. (1) A transfer, in whole or in part, of a partner's transferable interest in the partnership:

(a) Is permissible;

(b) Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and

(c) Does not entitle the transferee to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records.

(2) A transferee of a partner's transferable interest in the partnership has a right:

(a) To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;

(b) To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and

(c) To seek under section 7-64-801 (1)(f) a judicial determination that it is equitable to wind up the partnership business.

(3) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.

(4) Upon transfer, the transferor retains the rights and duties of a partner other than the interest transferred.

(5) A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer. On request of the partnership or any partner, the transferee shall furnish reasonable proof of the transfer.

(6) A transfer of a partner's transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.
C.R.S. § 7-58-405 — CO Code / Title 7 / Article 58 / Part 4 / Section 7-58-405
7-58-405. Approval of amendment
Status: in_force

7-58-405. Approval of amendment. (1) Subject to section 7-58-404 and subsections (3) and (4) of this section, an amendment to the articles must be approved by:

(a) At least a majority vote of the voting power of all members present at a members meeting called under section 7-58-402, unless the articles require a greater percentage; and

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

(2) Subject to section 7-58-404 and subsections (3), (4), (5), and (6) of this section, an amendment to the bylaws must be approved by:

(a) At least a majority vote of the voting power of all members present at a members meeting called under section 7-58-402, unless the articles or bylaws require a greater percentage; and

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

(3) The articles may require that the percentage of votes required under paragraph (a) of subsection (1) of this section, or the articles or bylaws may require that the percentage of votes required under paragraph (a) of subsection (2) of this section, be:

(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) Consent in a record by a member shall be delivered to a limited cooperative association before delivery of an amendment to the articles or restated articles for filing pursuant to section 7-58-407, or before or at the same time as a members vote is taken on an amendment to the bylaws or adoption of restated bylaws submitted to members for a vote, if, as a result of the amendment or restatement:

(a) The member will have:

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

(II) An obligation or liability for an additional contribution; or

(b) The relative rights of the member in the association will be adversely affected or diminished by the amendment.

(5) The vote required to amend bylaws must satisfy the requirements of subsection (1) of this section if the proposed amendment modifies:

(a) The equity capital structure of the limited cooperative association, including the rights of the association's members to share in profits or distributions, or the relative rights, preferences, and restrictions granted to or imposed upon one or more districts, classes, or voting groups of similarly situated members;

(b) The transferability of a member's interest;

(c) The manner or method of allocation of profits or losses among members;

(d) The quorum for a meeting and the rights of voting and governance; or

(e) Unless otherwise provided in the articles or bylaws, the terms for admission of new members.

(6) Except for the matters described in subsection (5) of this section, the articles may delegate amendment of all or a part of the bylaws to the board of directors without requiring member approval.

(7) If the articles delegate amendment of bylaws to the board of directors, the board shall provide a description of any amendment of the bylaws made by the board to the members in a record not later than thirty days after the amendment, but the description may be provided at the next annual members meeting if the meeting is held within the thirty-day period.
C.R.S. § 7-64-1008 — CO Code / Title 7 / Article 64 / Part 10 / Section 7-64-1008
7-64-1008. Failure to comply with part 5 of article 90 of this title
Status: repealed

7-64-1008. Failure to comply with part 5 of article 90 of this title. (Repealed)
C.R.S. § 7-56-402 — CO Code / Title 7 / Article 56 / Part 4 / Section 7-56-402
7-56-402. Officers - titles - election - duties and authority - removal
Status: in_force

7-56-402. Officers - titles - election - duties and authority - removal. (1) (a) The bylaws shall provide for one or more officers and the titles of those officers. The offices may include a board chair, one or more vice-chairs, a president, one or more vice-presidents, a secretary, a treasurer, and assistant officers or other officers. The officers shall be elected by the board or in any other manner prescribed in the bylaws. At least one officer shall be an individual at least eighteen years of age. At least one officer shall be a member of the board. One individual may simultaneously hold more than one office, but may not concurrently hold the offices of president and secretary.

(b) The bylaws or board of each cooperative shall designate one or more officers responsible for preparing and maintaining the minutes of board and membership meetings and all records required to be kept by section 7-56-107 and for authenticating records.

(2) All officers and agents of the cooperative, as between themselves and the cooperative, shall have such authority and perform such duties in the management of the cooperative as may be provided in the bylaws, or as may be determined by resolution of the board of directors not inconsistent with federal, state, and local law, the articles, and the bylaws.

(3) Unless otherwise provided in the articles or bylaws, the board may remove any officer at any time with or without cause.
C.R.S. § 7-107-205 — CO Code / Title 7 / Article 107 / Part 2 / Section 7-107-205
7-107-205. Corporation's acceptance of votes
Status: in_force

7-107-205. Corporation's acceptance of votes. (1) If the name signed on a vote, ballot, consent, waiver, proxy appointment, or proxy appointment revocation corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, ballot, consent, waiver, proxy appointment, or proxy appointment revocation and to give it effect as the act of the shareholder.

(2) If the name signed on a vote, ballot, consent, waiver, proxy appointment, or proxy appointment revocation does not correspond to the name of a shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, ballot, consent, waiver, proxy appointment, or proxy appointment revocation and to give it effect as the act of the shareholder if:

(a) The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;

(b) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver, proxy appointment, or proxy appointment revocation;

(c) The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver, proxy appointment, or proxy appointment revocation;

(d) The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, ballot, consent, waiver, proxy appointment, or proxy appointment revocation;

(e) Two or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one of the cotenants or fiduciaries and the person signing appears to be acting on behalf of all the cotenants or fiduciaries; or

(f) The acceptance of the vote, ballot, consent, waiver, proxy appointment, or proxy appointment revocation is otherwise proper under rules established by the corporation that are not inconsistent with the provisions of this subsection (2).

(3) The corporation is entitled to reject a vote, ballot, consent, waiver, proxy appointment, or proxy appointment revocation if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder.

(4) Neither the corporation nor the person authorized to count votes that accepts or rejects a vote, ballot, consent, waiver, proxy appointment, or proxy appointment revocation in good faith and in accordance with the standards of this section is liable in damages for the consequences of the acceptance or rejection.

(5) Corporate action based on the acceptance or rejection of a vote, ballot, consent, waiver, proxy appointment, or proxy appointment revocation under this section is valid unless a court of competent jurisdiction determines otherwise.
C.R.S. § 7-58-802 — CO Code / Title 7 / Article 58 / Part 8 / Section 7-58-802
7-58-802. No liability as director for limited cooperative association's obligations
Status: in_force

7-58-802. No liability as director for limited cooperative association's obligations. A debt, obligation, or other liability of a limited cooperative association is solely that of the association and is not a debt, obligation, or liability of a director solely by reason of being a director. An individual is not personally liable, directly or indirectly, for an obligation of an association solely by reason of being a director.
C.R.S. § 7-102-105 — CO Code / Title 7 / Article 102 / Section 7-102-105
7-102-105. Organization of corporation
Status: in_force

7-102-105. Organization of corporation. (1) After incorporation:

(a) If initial directors are not elected in the articles of incorporation, the incorporators may 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) The initial directors may 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 101 to 117 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 7-108-202 for action by directors without a meeting.

(3) An organizational meeting may be held in or out of this state.
C.R.S. § 7-64-701 — CO Code / Title 7 / Article 64 / Part 7 / Section 7-64-701
7-64-701. Purchase of dissociated partner's interest
Status: in_force

7-64-701. Purchase of dissociated partner's interest. (1) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under section 7-64-801, the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined pursuant to subsection (2) of this section.

(2) The buyout price of a dissociated partner's interest is an amount equal to the value of the partner's interest in the partnership. Interest shall be paid from the date of dissociation to the date of payment.

(3) Damages for wrongful dissociation under section 7-64-602 (2), and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership, shall be offset against the buyout price. Interest shall be paid from the date the amount owed becomes due to the date of payment.

(4) A partnership shall indemnify a dissociated partner whose interest is being purchased against all partnership obligations, whether incurred before or after the dissociation, except partnership obligations incurred by an act of the dissociated partner under section 7-64-702.

(5) If no agreement for the purchase of a dissociated partner's interest is reached within one hundred twenty days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (3) of this section.

(6) If a deferred payment is authorized under subsection (8) of this section, the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection (3) of this section, stating the time of payment, the amount and type of security for payment, and the other terms and conditions of the obligation.

(7) The payment or tender required by subsection (5) or (6) of this section shall be accompanied by the following:

(a) A written statement of partnership assets and liabilities as of the date of dissociation;

(b) The latest available partnership balance sheet and income statement, if any;

(c) A written explanation of how the estimated amount of the payment was calculated; and

(d) A written statement that the payment is in full satisfaction of the obligation to purchase unless, within one hundred twenty days after receipt of the written statement, the dissociated partner commences an action to determine the buyout price, any offsets under subsection (3) of this section, or other terms of the obligation to purchase.

(8) Payment of any portion of the buyout price to a partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking may be deferred until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the partnership. A deferred payment shall be adequately secured and bear interest.

(9) A dissociated partner may maintain an action against the partnership, pursuant to section 7-64-405 (2)(b)(II), to determine the buyout price of that partner's interest, any offsets under subsection (3) of this section, or other terms of the obligation to purchase. The action shall be commenced within one hundred twenty days after the partnership has tendered payment or an offer to pay or within one year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner's interest, any offset due under subsection (3) of this section, and accrued interest and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection (8) of this section, the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorneys' fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership's failure to tender payment or an offer to pay or to comply with subsection (7) of this section.
C.R.S. § 7-64-1006 — CO Code / Title 7 / Article 64 / Part 10 / Section 7-64-1006
7-64-1006. Governing law - repeal
Status: repealed

7-64-1006. Governing law - repeal. (Repealed)
C.R.S. § 7-56-711 — CO Code / Title 7 / Article 56 / Part 7 / Section 7-56-711
7-56-711. Procedure for and effect of administrative dissolution
Status: repealed

7-56-711. Procedure for and effect of administrative dissolution. (Repealed)
C.R.S. § 7-102-102 — CO Code / Title 7 / Article 102 / Section 7-102-102
7-102-102. Articles of incorporation
Status: repealed

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

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

(b) The information regarding shares required by section 7-106-101;

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

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

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

(f) Repealed.

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

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

(b) Provisions not inconsistent with law regarding:

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

(II) Managing the business of the corporation and regulating its affairs;

(III) Defining, limiting, and regulating the powers of the corporation, its board of directors, and its shareholders;

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

(V) The imposition of personal liability on shareholders for the debts of the corporation to a stated extent and upon stated conditions;

(c) Any provision that under articles 101 to 117 of this title is required or permitted to be stated in the bylaws;

(d) A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for:

(I) The amount of a financial benefit received by a director to which the director is not entitled;

(II) An intentional infliction of harm on the corporation or the shareholders;

(III) A violation of section 7-108-405; or

(IV) An intentional violation of criminal law; and

(e) A provision limiting or eliminating a duty of a director or any other person to offer the corporation the right to have or participate in any, or one or more classes or categories of, business opportunities, before the pursuit or taking of the opportunity by the director or other person if any application of the provision to an officer or a related person of that officer:

(I) Requires a determination by the board of directors by action of the disinterested directors taken in compliance with the procedures set forth in section 7-108-402 after the effective date of the provision applying the provision to a particular officer or any related person of that officer; and

(II) May be limited by the authorizing action of the board.

(3) For corporations incorporated after December 31, 1958, if cumulative voting is not desired in the election of directors, a statement to that effect shall be made in the articles of incorporation. If no such statement is made, cumulative voting shall be mandatory in the election of directors, subject to the provisions of section 7-107-209. For corporations incorporated before January 1, 1959, the articles of incorporation shall state whether cumulative voting shall be allowed in the election of directors; and, if the articles of incorporation allow cumulative voting, shareholders shall be permitted to cumulate their shares in the election of directors as provided in section 7-107-209.

(4) The articles of incorporation need not state any of the corporate powers enumerated in articles 101 to 117 of this title.

(5) If articles 101 to 117 of this title condition any matter upon the presence of a provision in the bylaws, the condition is satisfied if such provision is present either in the articles of incorporation or the bylaws. If articles 101 to 117 of this title condition any matter upon the absence of a provision in the bylaws, the condition is satisfied only if the provision is absent from both the articles of incorporation and the bylaws.
C.R.S. § 7-58-110 — CO Code / Title 7 / Article 58 / Part 1 / Section 7-58-110
7-58-110. Relation to restraint of trade and antitrust law
Status: in_force

7-58-110. Relation to restraint of trade and antitrust law. No limited cooperative association formed under or subject to this article shall, solely by its organization and existence, be deemed to be a conspiracy or a combination in restraint of trade, an illegal monopoly, or an attempt to lessen competition or to fix prices arbitrarily, nor shall the marketing or purchasing contracts and agreements authorized in this article be considered illegal as such, in unlawful restraint of trade, or as part of a conspiracy or combination to accomplish an improper or illegal purpose.
C.R.S. § 7-62-109 — CO Code / Title 7 / Article 62 / Part 1 / Section 7-62-109
7-62-109. Conversion of limited partnership into other entities - repeal
Status: repealed

7-62-109. Conversion of limited partnership into other entities - repeal. (Repealed)
C.R.S. § 7-70-109 — CO Code / Title 7 / Article 70 / Section 7-70-109
7-70-109. Statements of trademark registration filed prior to May 29, 2007
Status: repealed

7-70-109. Statements of trademark registration filed prior to May 29, 2007. (1) A statement of trademark registration that was filed in accordance with this article prior to May 29, 2007, and that is on file in the records of the secretary of state as of May 28, 2007, shall be deemed to have been filed pursuant to and in accordance with this article as repealed and reenacted and shall have the same effect as if filed pursuant to this article as repealed and reenacted. Each such statement of trademark registration shall remain effective until the expiration date for the statement of trademark registration under this article prior to its repeal and reenactment.

(2) Repeal and reenactment of this article shall not affect any actions or causes of action that have accrued under this article before its repeal and reenactment.
C.R.S. § 7-56-106 — CO Code / Title 7 / Article 56 / Part 1 / Section 7-56-106
7-56-106. Periodic and other reports
Status: in_force

7-56-106. Periodic and other reports. (1) Part 5 of article 90 of this title, providing for periodic reports from reporting entities, applies to cooperatives formed under or subject to this article.

(2) The commissioner of agriculture may, by regulation, require reports from any cooperative formed pursuant to this article that limits its membership to agricultural producers.

(3) Upon the dissolution of an agricultural cooperative formed under this article, the cooperative shall provide a copy of the articles of dissolution of the cooperative to the commissioner of agriculture.
C.R.S. § 7-62-1002 — CO Code / Title 7 / Article 62 / Part 10 / Section 7-62-1002
7-62-1002. Expenses
Status: in_force

7-62-1002. Expenses. In any action instituted in the right of any domestic or foreign limited partnership by a limited partner, the court having jurisdiction, upon final judgment and a finding that the action was brought without reasonable cause, may require the plaintiff to pay to the parties named as defendant the costs and reasonable expenses directly attributable to the defense of such action, but not including fees of attorneys.
C.R.S. § 7-56-705 — CO Code / Title 7 / Article 56 / Part 7 / Section 7-56-705
7-56-705. Effect of dissolution
Status: in_force

7-56-705. Effect of dissolution. (1) A dissolved cooperative continues its existence but may not carry on any business except as is appropriate to wind up and liquidate its business and affairs, including:

(a) Collecting its assets;

(b) Disposing of its assets that will not be distributed in kind to its members or equity holders;

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

(d) Distributing its remaining assets among its members or equity holders according to their interests; and

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

(2) Unless otherwise stated in the articles or bylaws, the assets shall be used to pay, in the following order:

(a) Liquidation expenses, including reasonable payment and reimbursement for the time and expenses of the trustees in liquidation and their consultants;

(b) All debts and liabilities according to their respective priorities;

(c) Amounts invested in the cooperative that have a specific preference in liquidation over other amounts invested in the cooperative;

(d) Without priority and on a pro rata basis, amounts invested in the cooperative, whether as membership fees, common stock, or otherwise, which are required by the cooperative to be invested in order for a person to be a member or to be subject to per unit retains or be entitled to participate in the allocation of net margins on terms and conditions established in the cooperative's bylaws or by the cooperative's board;

(e) Without priority and on a pro rata basis, retained patronage, per unit retains, other amounts withheld from or allocated to a patron of the cooperative, or any direct contributions to the capital of the cooperative not described in paragraph (d) of this subsection (2), all as shown on the books and records of the cooperative;

(f) Any remaining assets, including reserves, if any, shall be distributed among such members of the cooperative, as shown in the records of the cooperative, without priority and on a pro rata basis, as shall be practicable as determined by the trustees in liquidation. In making their determination, the trustees in liquidation may limit those persons entitled to share in the distribution to persons entitled to share in the allocation of the cooperative's net margins during a limited specified period of time.

(g) With respect to subsections (2)(e) and (2)(f) of this section, the amounts to be distributed shall be paid to the persons entitled to them as promptly as reasonably possible after the filing of the articles of dissolution by the secretary of state, but in no event shall the distributions be made later than seven years following the filing of the articles of dissolution by the secretary of state unless distribution is prevented by circumstances beyond the control of the trustees in liquidation.

(3) Dissolution of a cooperative does not:

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

(b) Prevent transfer of its memberships or securities, although the authorization to dissolve may provide for closing the cooperative's membership, stock, or other equity transfer records;

(c) Subject its directors or officers to standards of conduct different from those otherwise applicable to them prior to dissolution;

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

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

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

(4) A dissolved cooperative may dispose of claims against it pursuant to sections 7-90-911 and 7-90-912.
C.R.S. § 7-90-203.1 — CO Code / Title 7 / Article 90 / Part 2 / Section 7-90-203.1
7-90-203.1. Exchange of owner's interest
Status: in_force

7-90-203.1. Exchange of owner's interest. (1) One or more domestic entities may acquire all owner's interests of any other entity or all of one or more classes, series, or types, in exchange for owner's interests or other securities, obligations, rights to acquire owner's interests, or other securities, cash, property, or any combination pursuant to a plan of exchange complying with section 7-90-203.3 and approved pursuant to section 7-90-203.4.

(2) A foreign entity may be party to an exchange pursuant to a plan of exchange complying with section 7-90-203.3 and approved, in the case of a domestic entity, pursuant to section 7-90-203.4, if:

(a) The exchange is not prohibited by the constituent documents or organic statutes of the foreign entity;

(b) The foreign entity complies with all of the requirements, if any, of its constituent documents and organic statutes in effecting the exchange; and

(c) Any foreign entity that is the acquiring entity in the exchange complies with section 7-90-204.5.

(3) This section does not limit the power of a domestic entity to acquire the owner's interests of any other entity in a transaction other than an exchange.
C.R.S. § 7-123-104 — CO Code / Title 7 / Article 123 / Section 7-123-104
7-123-104. Ultra vires
Status: in_force

7-123-104. Ultra vires. (1) Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground that the nonprofit corporation lacks or lacked power to act.

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

(a) In a proceeding against the nonprofit corporation to enjoin the act. The proceeding may be brought by a director or by a voting member or voting members in a derivative proceeding.

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

(c) In a proceeding by the attorney general under section 7-134-301.

(3) In a proceeding under paragraph (a) of subsection (2) of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if it would be equitable to do so and if all affected persons are parties to the proceeding, and may award damages for loss, including anticipated profits, suffered by the nonprofit corporation or another party because of the injunction.
C.R.S. § 7-80-106 — CO Code / Title 7 / Article 80 / Part 1 / Section 7-80-106
7-80-106. Transaction of business outside state
Status: in_force

7-80-106. Transaction of business outside state. It is the intention of the general assembly by the enactment of this article that the legal existence of limited liability companies formed under this article be recognized beyond the limits of this state and that, subject to any reasonable registration requirements, any such limited liability company transacting business outside this state be granted the protection of full faith and credit under section 1 of article IV of the constitution of the United States.
C.R.S. § 7-130-301 — CO Code / Title 7 / Article 130 / Part 3 / Section 7-130-301
7-130-301. Approval by third persons
Status: in_force

7-130-301. Approval by third persons. The articles of incorporation may require an amendment to the articles of incorporation or bylaws to be approved in writing by a stated person or persons other than the board of directors. Such a provision may only be amended with the approval in writing of such person or persons.
C.R.S. § 7-136-103 — CO Code / Title 7 / Article 136 / Section 7-136-103
7-136-103. Scope of member's inspection right
Status: in_force

7-136-103. Scope of member's inspection right. (1) A member's agent or attorney has the same inspection and copying rights as the member.

(2) The right to copy records under section 7-136-102 includes, if reasonable, the right to receive copies made by photographic, xerographic, electronic, or other means.

(3) Except as provided in section 7-136-106, the nonprofit corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production and reproduction of the records.

(4) The nonprofit corporation may comply with a member's demand to inspect the record of members under section 7-136-102 (2) by furnishing to the member a list of members that complies with section 7-136-101 (3) and was compiled no earlier than the date of the member's demand.
C.R.S. § 7-136-107 — CO Code / Title 7 / Article 136 / Section 7-136-107
7-136-107. Periodic report to secretary of state
Status: in_force

7-136-107. Periodic report to secretary of state. Part 5 of article 90 of this title, providing for periodic reports from reporting entities, applies to domestic nonprofit corporations and applies to foreign nonprofit corporations that are authorized to transact business or conduct activities in this state.
C.R.S. § 7-62-104 — CO Code / Title 7 / Article 62 / Part 1 / Section 7-62-104
7-62-104. Registered office - registered agent - repeal
Status: repealed

7-62-104. Registered office - registered agent - repeal. (Repealed)
C.R.S. § 7-58-1607 — CO Code / Title 7 / Article 58 / Part 16 / Section 7-58-1607
7-58-1607. Merger of parent and subsidiary
Status: in_force

7-58-1607. Merger of parent and subsidiary. (1) Notwithstanding sections 7-58-1605 and 7-58-1606, by complying with this section, any parent limited cooperative association owning one hundred percent of the voting power, memberships, or interests of a subsidiary may either merge the subsidiary into itself or merge itself into the subsidiary.

(2) Subject to subsection (3) of this section, the boards of directors of the parent association and of the subsidiary shall adopt by resolution a plan of merger that states the following:

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

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

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

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

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

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

(4) If the members of the parent limited cooperative association have the right to vote on the plan of merger, unless the articles, bylaws, or the board requires a greater vote, the plan of merger must be approved by a majority of the members of the parent association present and voting on the plan in person or in any other manner authorized by the association pursuant to section 7-58-515.
C.R.S. § 7-102-104 — CO Code / Title 7 / Article 102 / Section 7-102-104
7-102-104. Unauthorized assumption of corporate powers
Status: in_force

7-102-104. Unauthorized assumption of corporate powers. All persons purporting to act as or on behalf of a corporation without authority to do so and without good faith belief that they have such authority shall be jointly and severally liable for all liabilities incurred or arising as a result thereof.
C.R.S. § 7-64-303 — CO Code / Title 7 / Article 64 / Part 3 / Section 7-64-303
7-64-303. Statement of partnership authority
Status: in_force

7-64-303. Statement of partnership authority. (1) A partnership may deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of partnership authority, which statement shall include:

(a) The true name of the partnership;

(b) The principal office address of its principal office, if any, or, if it has no principal office, the street address, and, if different, the mailing address, of its chief executive office, and, in either case, the street address, and, if different, the mailing address, of one office in this state, if there is one; and

(c) The true names or a description of the partners as to which the partnership makes a statement of partnership authority to execute an instrument transferring real property held in the name of the partnership or to enter into other transactions on behalf of the partnership and the authority, or limitations on authority, of such partners, which authority and limitations may vary among such partners as such variations are stated in the statement of partnership authority.

(2) If a filed statement of partnership authority states the true name of the partnership but does not contain all of the other information required by subsection (1) of this section, the statement nevertheless operates with respect to a person not a partner as provided in subsections (3) and (4) of this section.

(3) A filed statement of partnership authority is prima facie evidence of the existence of the partnership and of the facts stated therein and supplements the authority of a partner to enter into transactions on behalf of the partnership as follows:

(a) Except for transfers of real property, a grant of authority contained in a filed statement of partnership authority is conclusive in favor of a person who gives value without notice to the contrary, so long as and to the extent that a limitation on that authority is not then contained in that or another filed statement. A filed cancellation of a limitation on authority revives the previous grant of authority.

(b) A grant of authority to transfer real property held in the true name of the partnership, contained in a copy of a filed statement of partnership authority recorded in the office for recording transfers of that real property, is conclusive in favor of a person who gives value without having notice to the contrary, so long as and to the extent that a copy of a filed statement containing a limitation on that authority is not then of record in the office for recording transfers of that real property. The recording in the office for recording transfers of that real property of a copy of a filed statement canceling a limitation on authority revives the previous grant of authority.

(4) A person not a partner has notice of a limitation on the authority of a partner to transfer real property held in the true name of the partnership if a copy of a filed statement containing the limitation on authority is of record in the office for recording transfers of that real property.

(5) Except as otherwise provided in subsections (3) and (4) of this section and in sections 7-64-704 (3) and 7-64-805 (3), a person not a partner does not have notice of a limitation on the authority of a partner merely because the limitation is contained in a filed statement.
C.R.S. § 7-61-111 — CO Code / Title 7 / Article 61 / Section 7-61-111
7-61-111. Rights of a limited partner
Status: in_force

7-61-111. Rights of a limited partner. (1) A limited partner shall have the same rights as a general partner to:

(a) Have the partnership books kept at the principal place of business of the partnership and at all times to inspect and copy any of them;

(b) Have on demand true and full information of all things affecting the partnership and a formal account of partnership affairs whenever circumstances render it just and reasonable; and

(c) Have dissolution and winding up by decree of court.

(2) A limited partner shall have the right to receive a share of the profits or other compensation by way of income and to the return of the limited partner's contribution as provided in sections 7-61-116 and 7-61-117.
C.R.S. § 7-129-110 — CO Code / Title 7 / Article 129 / Section 7-129-110
7-129-110. Notice to voting members of indemnification of director
Status: in_force

7-129-110. Notice to voting members of indemnification of director. If a nonprofit corporation indemnifies or advances expenses to a director under this article in connection with a proceeding by or in the right of the nonprofit corporation, the nonprofit corporation shall give written notice of the indemnification or advance to the voting members with or before the notice of the next voting members' meeting. If the next voting member action is taken without a meeting at the instigation of the board of directors, such notice shall be given to the voting members at or before the time the first voting member signs a writing consenting to such action.
C.R.S. § 7-90-1003 — CO Code / Title 7 / Article 90 / Part 10 / Section 7-90-1003
7-90-1003. Articles of reinstatement
Status: repealed

7-90-1003. Articles of reinstatement. (1) To reinstate under this part 10 an entity that has been dissolved for fewer than two years, an individual named in the articles of restatement shall deliver articles of reinstatement to the secretary of state for filing pursuant to part 3 of this article 90 stating:

(a) The domestic entity name of the entity;

(a.5) The domestic entity name of the entity following reinstatement, which entity name shall comply with section 7-90-1004;

(b) The date of formation of the entity;

(c) The Colorado statute under which the entity existed immediately prior to its dissolution;

(d) Repealed.

(e) (Deleted by amendment, L. 2006, p. 878, § 65, effective July 1, 2006.)

(f) A statement that all applicable conditions of section 7-90-1002 have been satisfied;

(g) The principal office address of the entity's principal office; and

(h) The registered agent name and registered agent address of the entity's registered agent.

(1.5) To reinstate under this part 10 an entity that has been dissolved for two years or longer or for which the period of dissolution is not known based on the records of the secretary of state, an individual named in the articles of restatement shall deliver to the secretary of state for filing pursuant to part 3 of this article 90 the following documents:

(a) Articles of reinstatement stating:

(I) The domestic entity name of the entity;

(II) The domestic entity name of the entity following reinstatement, which entity name shall comply with section 7-90-1004;

(III) The date of formation of the entity;

(IV) The Colorado statute under which the entity existed immediately prior to its dissolution;

(V) The date of dissolution of the entity, if known;

(VI) A statement that all applicable conditions of section 7-90-1002 have been satisfied;

(VII) The address of the entity's principal office; and

(VIII) The name and address of the entity's registered agent;

(b) An affidavit attesting that the individual who delivered the articles of reinstatement has the authority of the entity to sign for and act on behalf of the entity; and

(c) A copy of a government-issued personal photographic identification for the individual who delivered the articles of reinstatement and signed the affidavit.

(2) If the constituent-filed document referred to in section 7-90-1001 is no longer in the publicly-accessible electronic records of the secretary of state at the time articles of reinstatement are delivered to the secretary of state for filing, the entity shall cause a true and complete copy of its constituent filed document to be attached to its articles of reinstatement.
C.R.S. § 7-49.5-106 — CO Code / Title 7 / Article 49.5 / Section 7-49.5-106
7-49.5-106. Taxation of merchandise
Status: in_force

7-49.5-106. Taxation of merchandise. Freeport merchandise and stocks of merchandise as defined in section 39-1-102 (15), C.R.S., brought as foreign merchandise into a foreign-trade zone, established pursuant to a grant of privilege under this article, are exempt from taxation by the state of Colorado or any political subdivision thereof to the extent that such taxation is inhibited by provisions of the United States constitution or law enacted thereunder pertaining to goods in international commerce.
C.R.S. § 7-136-105 — CO Code / Title 7 / Article 136 / Section 7-136-105
7-136-105. Limitations on use of membership list
Status: in_force

7-136-105. Limitations on use of membership list. (1) Without consent of the board of directors, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member.

(2) Without limiting the generality of subsection (1) of this section, without the consent of the board of directors a membership list or any part thereof may not be:

(a) Used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the nonprofit corporation;

(b) Used for any commercial purpose; or

(c) Sold to or purchased by any person.
C.R.S. § 7-56-504 — CO Code / Title 7 / Article 56 / Part 5 / Section 7-56-504
7-56-504. Inducing breach of marketing or purchasing contract
Status: in_force

7-56-504. Inducing breach of marketing or purchasing contract. Any person who knowingly induces any member of an agricultural cooperative formed under this article, or under similar statutes of another jurisdiction with similar restrictions and rights and operating in this state, to break the member's marketing or purchasing contract or agreement with the cooperative shall be subject to all available civil remedies, including but not limited to injunctive relief.
C.R.S. § 7-62-801 — CO Code / Title 7 / Article 62 / Part 8 / Section 7-62-801
7-62-801. Dissolution - general rules
Status: in_force

7-62-801. Dissolution - general rules. (1) A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:

(a) At the time or upon the happening of events stated in writing in the partnership agreement;

(b) Written consent of all partners;

(c) Except as otherwise provided in the written provisions of a partnership agreement, written consent of a majority of the limited partners within ninety days after an event of withdrawal of the last remaining general partner; and

(d) Entry of a decree of judicial dissolution under section 7-62-802.
C.R.S. § 7-105-102 — CO Code / Title 7 / Article 105 / Section 7-105-102
7-105-102. Change of registered office or registered agent - repeal
Status: repealed

7-105-102. Change of registered office or registered agent - repeal. (Repealed)
C.R.S. § 7-106-201 — CO Code / Title 7 / Article 106 / Part 2 / Section 7-106-201
7-106-201. Subscription for shares
Status: in_force

7-106-201. Subscription for shares. (1) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation before the time the corporation is incorporated and accepts the subscription.

(2) The acceptance by the corporation of a subscription entered into before incorporation and the authorization of the issuance of shares pursuant thereto are subject to section 7-106-202.

(3) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement states them. A call for payment by the board of directors shall be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement states otherwise.

(4) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration stated in the subscription agreement.

(5) If a subscriber defaults in payment of money or other property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as it might collect any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than twenty days after the corporation sends written demand for payment to the subscriber.

(6) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to section 7-106-202.
C.R.S. § 7-58-1502 — CO Code / Title 7 / Article 58 / Part 15 / Section 7-58-1502
7-58-1502. Member approval of other disposition or encumbrance of assets
Status: in_force

7-58-1502. Member approval of other disposition or encumbrance of assets. A sale, lease, exchange, license, or other disposition of assets or an encumbrance of assets of a limited cooperative association, other than a disposition or encumbrance described in section 7-58-1501, requires approval of the association's members under sections 7-58-1503 and 7-58-1504.
C.R.S. § 7-61-115 — CO Code / Title 7 / Article 61 / Section 7-61-115
7-61-115. Relation of limited partners inter se
Status: in_force

7-61-115. Relation of limited partners inter se. Where there are several limited partners, the members may agree that one or more of the limited partners shall have a priority over other limited partners as to the return of their contributions, as to their compensation by way of income, or as to any other matter. If such an agreement is made it shall be stated in the certificate, and, in the absence of such a statement, all the limited partners shall stand upon equal footing.
C.R.S. § 7-56-714 — CO Code / Title 7 / Article 56 / Part 7 / Section 7-56-714
7-56-714. Grounds for judicial dissolution
Status: in_force

7-56-714. Grounds for judicial dissolution. (1) A cooperative may be dissolved in a proceeding brought in court by the attorney general if it is established that:

(a) The cooperative obtained its organization through fraud; or

(b) The cooperative has exceeded or abused the authority conferred upon it by law.

(2) A cooperative may be dissolved in a proceeding brought in court by not less than ten percent of the total number of members if it is established that:

(a) The directors are deadlocked in the management of the cooperative's affairs, the members are unable to break the deadlock, and irreparable injury to the cooperative is threatened or suffered, or the business and affairs of the cooperative can no longer be conducted to the advantage of the members generally;

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

(c) The members 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.

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

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

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

(4) (a) If a cooperative has been dissolved by voluntary action taken under sections 7-56-701 to 7-56-705:

(I) The cooperative may bring a proceeding in court to wind up and liquidate its business and affairs under judicial supervision in accordance with section 7-56-716; or

(II) The attorney general, a member, or a creditor, as the case may be, may bring a proceeding in court to wind up and liquidate the business and affairs of the cooperative under judicial supervision in accordance with section 7-56-716, upon establishing the grounds set forth for such person, respectively, in subsections (1) to (3) of this section.

(b) As used in sections 7-56-715 to 7-56-717, a "proceeding to dissolve the cooperative" includes a proceeding brought under this subsection (4), and a "decree of dissolution" includes an order of court entered in a proceeding under this subsection (4) that directs that the business and affairs of a cooperative be wound up and liquidated under judicial supervision.
C.R.S. § 7-70-102 — CO Code / Title 7 / Article 70 / Section 7-70-102
7-70-102. Statement of trademark registration
Status: in_force

7-70-102. Statement of trademark registration. (1) A person who adopts and makes use in commerce of a trademark in this state may deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of trademark registration to which a specimen and, if the trademark is a special form trademark, a drawing is attached.

(2) A statement of trademark registration shall state:

(a) 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) If the registrant is an entity, the form of entity and the jurisdiction under the law of which the entity is formed;

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

(d) If the registrant is an entity other than a reporting entity, the entity's principal address;

(e) 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, 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 a statement that the person appointed as the registered agent for the registrant has consented to being so appointed; or

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

(f) If the trademark is a standard character trademark, the characters constituting the trademark;

(g) If the trademark is a special form trademark, a description of the attached drawing;

(h) A detailed description of the goods or services in connection with which the trademark is used and the class into which such goods or services fall;

(i) A description of the attached specimen sufficient to identify the nature of the specimen;

(j) The date of first use in commerce of the trademark in this state by the registrant or the registrant's predecessor in interest; and

(k) That the registrant is currently using the trademark in commerce in this state and that the registrant believes, in good faith, that:

(I) The registrant has the right to use the trademark in connection with the goods or services listed pursuant to paragraph (h) of this subsection (2); and

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

(3) A statement of trademark registration shall not state a delayed effective date.
C.R.S. § 7-114-103 — CO Code / Title 7 / Article 114 / Part 1 / Section 7-114-103
7-114-103. Articles of dissolution
Status: repealed

7-114-103. Articles of dissolution. (1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state, for filing pursuant to part 3 of article 90 of this title, articles of dissolution stating:

(a) The domestic entity name of the corporation;

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

(c) That the corporation is dissolved.

(d) to (f) (Deleted by amendment, L. 2004, p. 1506, § 280, effective July 1, 2004.)

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

(3) Repealed.

(4) Articles of dissolution need not be filed by a corporation that is dissolved pursuant to section 7-114-102.5.
C.R.S. § 7-116-103 — CO Code / Title 7 / Article 116 / Section 7-116-103
7-116-103. Scope of shareholder's inspection right
Status: in_force

7-116-103. Scope of shareholder's inspection right. (1) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder.

(2) The right to copy records under section 7-116-102 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.

(3) Except as provided in section 7-116-106, the corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production and reproduction of the records.

(4) The corporation may comply with a shareholder's demand to inspect the record of shareholders under section 7-116-102 (2)(c) by furnishing to the shareholder a list of shareholders that complies with section 7-116-101 (3) and was compiled no earlier than the date of the shareholder's demand.
C.R.S. § 7-42-104 — CO Code / Title 7 / Article 42 / Section 7-42-104
7-42-104. Assessment on stock
Status: in_force

7-42-104. Assessment on stock. (1) If any corporation owning any ditch or canal for conveying or reservoir for storing water for irrigation purposes deems it necessary to raise funds to keep its ditch, canal, or reservoir in good repair or to pay any indebtedness theretofore contracted or the interest thereon, the corporation shall have power to make an assessment on the capital stock thereof, to be levied pro rata on the shares of stock payable in money, labor, or both, for the purpose of keeping the property of the corporation in good repair and for the payment of any indebtedness or interest thereon.

(2) But no such assessment shall be made unless the question of making the assessment is first submitted to the stockholders of the corporation at an annual meeting or at a special meeting called for that purpose, if a quorum is present, and the majority of stock represented at such meeting, either by the owner in person or by proxy, entitled to vote thereon shall vote in favor of making such assessment; and if said stockholders fail to hold any such meeting or fail to make or authorize any assessment within ninety days after the close of the company's fiscal year, the directors shall have power to make any such assessment at any regular or special meeting called therefor for that year.

(3) Such corporation may provide for the sale and forfeiture of shares of stock for such assessment as provided in subsection (4) of this section and may have the benefit of said subsection (4) for the recovery of such assessments by forfeiture or sale of the stock in default, and such corporation shall have a perpetual lien upon such shares of stock and the water rights represented by the same for any and all such assessments until the same are fully paid. Such corporation may also provide that no water shall be delivered until all assessments are paid.

(4) The shares of stock shall be deemed personal property and transferable as such in the manner provided by the bylaws, and subscriptions thereof shall be made payable to the corporation and shall be payable in such installments and at such times as shall be determined by the directors or trustees. An action may be maintained in the name of the corporation to recover any installment which shall remain due and unpaid for the period of twenty days after personal demand therefor or, if personal demand is not made, within thirty days after a written or printed demand has been deposited in the post office properly addressed to the post office address of the delinquent stockholder. The directors or trustees may prescribe by bylaws for a forfeiture or sale of stock on failure to pay the installments or assessments that from time to time may become due, but no forfeiture of stock or of the amount paid thereon shall be declared as against any estate or against any stockholder before demand has been made for the amount due thereon either in person or by written or printed notice duly mailed to the last-known address of such stockholder at least thirty days prior to the time the forfeiture is to take effect; but the proceeds of any sale, over and above the amount due on said shares, shall be paid to the delinquent stockholder.
C.R.S. § 7-58-108 — CO Code / Title 7 / Article 58 / Part 1 / Section 7-58-108
7-58-108. Supplemental principles of law
Status: in_force

7-58-108. Supplemental principles of law. Unless displaced by particular provisions of this article, the principles of law and equity supplement this article.
C.R.S. § 7-134-102 — CO Code / Title 7 / Article 134 / Part 1 / Section 7-134-102
7-134-102. Dissolution by directors and members
Status: in_force

7-134-102. Dissolution by directors and members. (1) Unless otherwise provided in the bylaws, dissolution of a nonprofit corporation may be authorized in the manner provided in subsection (2) of this section.

(2) For a proposal to dissolve the nonprofit corporation to be authorized:

(a) The board of directors shall adopt the proposal to dissolve;

(b) The board of directors shall recommend the proposal to dissolve to the members entitled to vote thereon unless the board of directors determines that, because of conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the members; and

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

(3) The board of directors may condition the effectiveness of the dissolution, and the members may condition their approval of the dissolution, on any basis.

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

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

(6) The plan of dissolution shall indicate to whom the assets owned or held by the nonprofit corporation will be distributed after all creditors have been paid.
C.R.S. § 7-80-405 — CO Code / Title 7 / Article 80 / Part 4 / Section 7-80-405
7-80-405. Members and managers as agents of the limited liability company
Status: in_force

7-80-405. Members and managers as agents of the limited liability company. (1) If the articles of organization provide that management of the limited liability company is vested in one or more managers:

(a) A member is not an agent of the limited liability company and has no authority to bind the limited liability company solely by virtue of being a member; and

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

(2) If the articles of organization provide that management of the limited liability company is vested in the members, each member is an agent of the limited liability company for the purposes of its business and an act of a member, including the execution of an instrument in the name of the limited liability company, for apparently carrying on in the ordinary course the business of the limited liability company or business of the kind carried on by the limited liability company binds the limited liability company, unless the member had no authority to act for the limited liability company in the particular matter and the person with whom the member was dealing had notice that the member lacked authority.
C.R.S. § 7-49-107 — CO Code / Title 7 / Article 49 / Section 7-49-107
7-49-107. Restrictions on powers
Status: in_force

7-49-107. Restrictions on powers. (1) The powers of the corporation shall be subject to the following restrictions:

(a) It shall not approve any application for a loan until the applicant has shown that the applicant has applied to two or more financial institutions that could lawfully lend the amount of money sought and that the financial institutions have refused in writing to make the requested loan or would only make such loan under conditions substantially different from the prevailing rates and conditions available to persons borrowing for the purchase or remodeling of newer homes;

(b) It shall not give security for any loan made unless all loans are secured ratably in proportion to unpaid balances due.

(2) Nothing in this article shall be construed to empower the board of directors to adopt rules or regulations that are inconsistent with federal law governing financial institutions or any federal rules or regulations promulgated pursuant to such federal law.
C.R.S. § 7-128-110 — CO Code / Title 7 / Article 128 / Part 1 / Section 7-128-110
7-128-110. Vacancy on board
Status: in_force

7-128-110. Vacancy on board. (1) Unless otherwise provided in the bylaws, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:

(a) The voting members, if any, may fill the vacancy;

(b) The board of directors may fill the vacancy; or

(c) If the directors remaining in office constitute fewer than a quorum of the board of directors, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(2) Notwithstanding subsection (1) of this section, unless otherwise provided in the bylaws, if the vacant office was held by a director elected by a voting group of voting members:

(a) If one or more of the remaining directors were elected by the same voting group of voting members, only such directors are entitled to vote to fill the vacancy if it is filled by directors, and they may do so by the affirmative vote of a majority of such directors remaining in office; and

(b) Only that voting group is entitled to vote to fill the vacancy if it is filled by the voting members.

(3) Notwithstanding subsection (1) of this section, unless otherwise provided in the bylaws, if the vacant office was held by a director elected by a voting group of directors, and if any persons in that voting group remain as directors, only such directors are entitled to vote to fill the vacancy.

(4) Unless otherwise provided in the bylaws, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.

(5) If a vacant office was held by a designated director, the vacancy shall be filled as provided in the bylaws. In the absence of an applicable bylaw provision, the vacancy may not be filled by the board.

(6) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under section 7-128-107 (2) or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.
C.R.S. § 7-40-104 — CO Code / Title 7 / Article 40 / Section 7-40-104
7-40-104. Additional powers - indemnification - liability
Status: in_force

7-40-104. Additional powers - indemnification - liability. (1) The certificate of incorporation or the bylaws of the corporation may provide the authority for the amendment of the certificate of incorporation or the bylaws, for the merging or consolidation of the corporation with another corporation, and for the exercising of any corporate function, power, right, duty, or privilege.

(2) (a) The certificate of incorporation or the bylaws of the corporation may set forth a provision limiting or eliminating the personal liability of directors to the same extent and in the same manner as is provided for cooperative associations in section 7-55-107 (1)(h).

(b) Any such corporation shall have the same powers, rights, and obligations and shall be subject to the same limitations as those that apply to domestic corporations, as set forth in article 109 of this title 7. Corporation directors, officers, employees, and agents shall have the same rights as directors, officers, employees, and agents, respectively, of domestic corporations, as set forth in article 109 of this title 7. Corporation directors and officers shall have the benefit of the same limitations on personal liability for any injury to person or property arising out of a tort, as set forth in section 7-108-403, for directors and officers, respectively, of domestic corporations. Any reference in said sections to shareholders shall be construed to refer to voting members or voting stockholders, if any, for the purpose of this section.
C.R.S. § 7-60-112 — CO Code / Title 7 / Article 60 / Section 7-60-112
7-60-112. Notice to partner - effect
Status: in_force

7-60-112. Notice to partner - effect. Notice to any partner of any matter relating to partnership affairs and the knowledge of the partner acting in the particular matter acquired while a partner or then present to the partner's mind and the knowledge of any other partner who reasonably could and should have communicated it to the acting partner operate as notice to or knowledge of the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
C.R.S. § 7-64-804 — CO Code / Title 7 / Article 64 / Part 8 / Section 7-64-804
7-64-804. Partner's power to bind partnership after dissolution
Status: in_force

7-64-804. Partner's power to bind partnership after dissolution. (1) Subject to section 7-64-805, a partnership is bound by a partner's act after dissolution that:

(a) Is appropriate for winding up the partnership business; or

(b) Would have bound the partnership under section 7-64-301 before dissolution, if the other party to the transaction did not have notice of the dissolution.
C.R.S. § 7-61-120 — CO Code / Title 7 / Article 61 / Section 7-61-120
7-61-120. Assignment of limited partner's interest
Status: in_force

7-61-120. Assignment of limited partner's interest. (1) A limited partner's interest is assignable.

(2) A substituted limited partner is a person admitted to all the rights of a limited partner who has died or has assigned the limited partner's interest in a partnership.

(3) An assignee who does not become a substituted limited partner has no right to require any information or accounting of the partnership transactions or to inspect the partnership books. The assignee is only entitled to receive the share of the profits or other compensation by way of income or the return of the contribution to which the assignee's assignor would otherwise be entitled.

(4) An assignee shall have the right to become a substituted limited partner if all the members, except the assignor, consent thereto or if the assignor, being empowered by the certificate, gives the assignee that right.

(5) An assignee becomes a substituted limited partner when the certificate is appropriately amended in accordance with section 7-61-126.

(6) The substituted limited partner has all the rights and powers and is subject to all the restrictions and liabilities of the substituted limited partner's assignor, except those liabilities of which the substituted limited partner was ignorant at the time the substituted limited partner became a limited partner and that could not be ascertained from the certificate.

(7) The substitution of the assignee as a limited partner does not release the assignor from liability to the partnership under sections 7-61-108 and 7-61-118.
C.R.S. § 7-60-154 — CO Code / Title 7 / Article 60 / Section 7-60-154
7-60-154. Scope of article - choice of law - application to professions and occupations
Status: in_force

7-60-154. Scope of article - choice of law - application to professions and occupations. (1) A partnership, including a limited liability partnership or limited liability limited partnership, may conduct its business, carry on its operations, and exercise the powers granted by this article within and without the state.

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

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

(3) Nothing in this article shall be construed to permit a limited liability partnership to engage in a profession or occupation as described in title 12, C.R.S., for which there is a specific statutory provision applicable to the practice of such profession or occupation by a corporation or professional corporation in this state unless authorized under applicable provisions of title 12, C.R.S.
C.R.S. § 7-114-102 — CO Code / Title 7 / Article 114 / Part 1 / Section 7-114-102
7-114-102. Authorization of dissolution after issuance of shares
Status: in_force

7-114-102. Authorization of dissolution after issuance of shares. (1) After shares have been issued, dissolution of a corporation may be authorized in the manner provided in subsection (2) of this section.

(2) For a proposal to dissolve the corporation to be authorized:

(a) The board of directors shall adopt the proposal to dissolve;

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

(c) The shareholders entitled to vote on the proposal to dissolve shall approve the proposal to dissolve as provided in subsection (5) of this section.

(3) The board of directors may condition the effectiveness of the dissolution on any basis.

(4) The corporation shall give notice, in accordance with section 7-107-105, to each shareholder entitled to vote on the proposal of the shareholders' meeting at which the proposal to dissolve will be voted upon. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the proposal to dissolve the corporation, and the notice shall contain or be accompanied by a copy of the proposal or a summary thereof.

(5) Unless articles 101 to 117 of this title (including the provisions of section 7-117-101 (10)), the articles of incorporation, bylaws adopted by the shareholders, or the board of directors acting pursuant to subsection (3) of this section require a greater vote, the proposal to dissolve shall be approved by each voting group entitled to vote separately on the proposal by a majority of all the votes entitled to be cast on the proposal by that voting group.
C.R.S. § 7-30-115 — CO Code / Title 7 / Article 30 / Section 7-30-115
7-30-115. Short title
Status: in_force

7-30-115. Short title. This article may be cited as the "Uniform Unincorporated Nonprofit Association Act".
C.R.S. § 7-128-204 — CO Code / Title 7 / Article 128 / Part 2 / Section 7-128-204
7-128-204. Waiver of notice
Status: in_force

7-128-204. Waiver of notice. (1) A director may waive any notice of a meeting before or after the time and date of the meeting stated in the notice. Except as provided by subsection (2) of this section, the waiver shall be in writing and signed by the director entitled to the notice. Such waiver shall be delivered to the nonprofit corporation for filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver.

(2) A director's attendance at or participation in a meeting waives any required notice to that director of the meeting unless:

(a) At the beginning of the meeting or promptly upon the director's later arrival, the director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting; or

(b) If special notice was required of a particular purpose pursuant to section 7-128-203 (2), the director objects to transacting business with respect to the purpose for which such special notice was required and does not thereafter vote for or assent to action taken at the meeting with respect to such purpose.
C.R.S. § 7-134-108 — CO Code / Title 7 / Article 134 / Part 1 / Section 7-134-108
7-134-108. Enforcement of claims against dissolved nonprofit corporation
Status: repealed

7-134-108. Enforcement of claims against dissolved nonprofit corporation. (Repealed)
C.R.S. § 7-60-126 — CO Code / Title 7 / Article 60 / Section 7-60-126
7-60-126. Nature of partner's interest
Status: in_force

7-60-126. Nature of partner's interest. A partner's interest in the partnership is the partner's share of the profits and surplus, and the same is personal property.
C.R.S. § 7-58-1201 — CO Code / Title 7 / Article 58 / Part 12 / Section 7-58-1201
7-58-1201. Dissolution - winding up
Status: in_force

7-58-1201. Dissolution - winding up. A limited cooperative association may be dissolved only as provided in this part 12 and in part 9 of article 90 of this title, and upon dissolution its business and activities must be wound up as provided in this part 12 and part 9 of article 90 of this title.
C.R.S. § 7-58-103 — CO Code / Title 7 / Article 58 / Part 1 / Section 7-58-103
7-58-103. Reservation of power to amend or repeal
Status: in_force

7-58-103. Reservation of power to amend or repeal. The general assembly has the power to amend or repeal all or part of this article at any time, and all domestic and foreign limited cooperative associations subject to this article shall be governed by the amendment or repeal.
C.R.S. § 7-63-101 — CO Code / Title 7 / Article 63 / Section 7-63-101
7-63-101. Short title
Status: in_force

7-63-101. Short title. This article shall be known and may be cited as the "Colorado Limited Partnership Association Act".
C.R.S. § 7-80-503 — CO Code / Title 7 / Article 80 / Part 5 / Section 7-80-503
7-80-503. Sharing of profits and losses
Status: in_force

7-80-503. Sharing of profits and losses. The profits and losses of a limited liability company shall be allocated among the members and among classes of members on the basis of the value, as stated in the limited liability company records required to be kept pursuant to section 7-80-408, of the contributions made by each member.
C.R.S. § 7-58-506 — CO Code / Title 7 / Article 58 / Part 5 / Section 7-58-506
7-58-506. Annual meeting of members
Status: in_force

7-58-506. Annual meeting of members. (1) Members shall meet annually at a time provided in the articles or bylaws or set by the board of directors not inconsistent with the articles and bylaws.

(2) An annual members meeting may be held inside or outside this state at the place stated in the articles or bylaws or selected by the board of directors not inconsistent with the articles and bylaws.

(3) Unless the articles or bylaws otherwise provide, members may attend or conduct an annual members meeting through any means of communication if all members attending the meeting can communicate with each other during the meeting.

(4) The board of directors shall report, or cause to be reported, at the association's annual members meeting the association's business and financial condition as of the close of the most recent fiscal year.

(5) Unless the articles or bylaws otherwise provide, the board of directors shall designate the presiding officer of the association's annual members meeting.

(6) Failure to hold an annual members meeting does not affect the validity of any action by the limited cooperative association.
C.R.S. § 7-90-601.7 — CO Code / Title 7 / Article 90 / Part 6 / Section 7-90-601.7
7-90-601.7. Foreign entity name and trade name of withdrawn foreign entity
Status: in_force

7-90-601.7. Foreign entity name and trade name of withdrawn foreign entity. (1) If a foreign entity has a statement of foreign entity authority on file in the records of the secretary of state, but such authority has been relinquished, the foreign entity name of the foreign entity shall include the words "Colorado authority relinquished" followed by the effective date of the statement of foreign entity withdrawal by which the foreign entity relinquished its authority.

(2) (Deleted by amendment, L. 2007, p. 243, § 34, effective May 29, 2007.)
C.R.S. § 7-61-104 — CO Code / Title 7 / Article 61 / Section 7-61-104
7-61-104. Business which may be carried on
Status: in_force

7-61-104. Business which may be carried on. A limited partnership may carry on any business which a partnership without limited partners may carry on.
C.R.S. § 7-129-105 — CO Code / Title 7 / Article 129 / Section 7-129-105
7-129-105. Court-ordered indemnification of directors
Status: in_force

7-129-105. Court-ordered indemnification of directors. (1) Unless otherwise provided in the articles of incorporation, a director who is or was a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification in the following manner:

(a) If it determines that the director is entitled to mandatory indemnification under section 7-129-103, the court shall order indemnification, in which case the court shall also order the nonprofit corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification.

(b) If it determines that the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in section 7-129-102 (1) or was adjudged liable in the circumstances described in section 7-129-102 (4), the court may order such indemnification as the court deems proper; except that the indemnification with respect to any proceeding in which liability shall have been adjudged in the circumstances described in section 7-129-102 (4) is limited to reasonable expenses incurred in connection with the proceeding and reasonable expenses incurred to obtain court-ordered indemnification.
C.R.S. § 7-126-501 — CO Code / Title 7 / Article 126 / Part 5 / Section 7-126-501
7-126-501. Delegates
Status: in_force

7-126-501. Delegates. (1) A nonprofit corporation may provide in its bylaws for delegates having some or all of the authority of members.

(2) The bylaws may state provisions relating to:

(a) The characteristics, qualifications, rights, limitations, and obligations of delegates, including their selection and removal;

(b) Calling, noticing, holding, and conducting meetings of delegates; and

(c) Carrying on corporate activities during and between meetings of delegates.
C.R.S. § 7-58-704 — CO Code / Title 7 / Article 58 / Part 7 / Section 7-58-704
7-58-704. Remedies for breach of contract
Status: in_force

7-58-704. Remedies for breach of contract. (1) Damages to be paid to a limited cooperative association for breach or anticipatory repudiation of a marketing contract may be liquidated, but only at an amount or under a formula that is reasonable in light of the actual or anticipated harm caused by the breach or repudiation. A provision that so provides is not a penalty.

(2) Upon a breach of a marketing contract, whether by anticipatory repudiation or otherwise, a limited cooperative association may seek:

(a) An injunction to prevent further breach; and

(b) Specific performance.

(3) The remedies in this section are in addition to any other remedies available to an association under law other than this part 7.
C.R.S. § 7-58-505 — CO Code / Title 7 / Article 58 / Part 5 / Section 7-58-505
7-58-505. Right of member and former member to information
Status: in_force

7-58-505. Right of member and former member to information. (1) Not later than ten business days after receipt of a demand made in a record, a limited cooperative association shall permit a member to obtain, inspect, and copy in the association's principal office required information listed in section 7-58-112 (1)(a) to (1)(f) during regular business hours. A member need not have any particular purpose for seeking the information. The association is not required to provide the information listed in section 7-58-112 (1)(b) to (1)(f) to the same member more than once during a six-month period.

(2) On demand made in a record received by the limited cooperative association, a member may obtain, inspect, and copy in the association's principal office required information listed in section 7-58-112 (1)(g), (1)(h), (1)(j), and (1)(o) during regular business hours, if:

(a) The member seeks the information in good faith and for a proper purpose reasonably related to the member's interest;

(b) The demand includes a description, with reasonable particularity, of the information sought and the purpose for seeking the information;

(c) The information sought is directly connected to the member's purpose; and

(d) The demand is otherwise reasonable.

(3) Not later than ten business days after receipt of a demand pursuant to subsection (2) of this section, a limited cooperative association shall provide, in a record, the following information to the member that made the demand:

(a) If the association agrees to provide the demanded information:

(I) What information the association will provide in response to the demand; and

(II) A reasonable time and reasonable place at which the association will provide the information; or

(b) If the association declines to provide some or all of the demanded information, the association's reasons for declining.

(4) A person dissociated as a member may obtain, inspect, and copy information available to a member under subsection (1) or (2) of this section by delivering a demand in a record to the limited cooperative association, in the same manner and subject to the same conditions applicable to a member under subsection (2) of this section, if:

(a) The information pertains to the period during which the person was a member in the association; and

(b) The person seeks the information in good faith.

(5) A limited cooperative association shall respond to a demand made pursuant to subsection (4) of this section in the manner provided in subsection (3) of this section.

(6) Not later than ten business days after receipt by a limited cooperative association of a demand made by a member in a record, but not more often than once in a six-month period, the association shall deliver to the member a record stating the information with respect to the member required by section 7-58-112 (1)(n).

(7) A limited cooperative association may impose reasonable restrictions, including nondisclosure restrictions, on the use of information obtained under this section. In a dispute concerning the reasonableness of a restriction under this subsection (7), the association has the burden of proving reasonableness.

(8) A limited cooperative association may charge a person that makes a demand under this section reasonable costs of copying, limited to the costs of equipment, labor, and material.

(9) A person that may obtain information under this section may obtain the information through an attorney or other agent. A restriction imposed on the person under subsection (7) of this section or by the articles or bylaws applies to the attorney or other agent.

(10) The rights stated in this section do not extend to a person as transferee.

(11) The articles or bylaws may require a limited cooperative association to provide more information than required by this section and may establish conditions and procedures for providing the information.
C.R.S. § 7-49-115 — CO Code / Title 7 / Article 49 / Section 7-49-115
7-49-115. Division of housing - assistance
Status: in_force

7-49-115. Division of housing - assistance. (1) The division of housing of the department of local affairs is hereby authorized to assist individuals and the corporation as to:

(a) The nature, extent, and manner of repairs, remodeling, or rehabilitation financed under this article and the nature, extent, and manner of repairs required to ensure that the dwelling structure will not be structurally unsound and unsafe after such work is completed;

(b) The manner, method, or mode by which the mortgage recipient could undertake all or any portion of the work; and

(c) The progress of the work, including technical assistance regarding the quality of such work.

(2) The corporation may establish rules and regulations providing a schedule of the amount or percentage of the cost or any technical assistance provided by a lender or which may be done under contract to the division of housing of the department of local affairs or by a private firm. Said amount may be included in the loan; except that the total amount to be charged shall not exceed one-half of one percent of the total amount of a loan to finance repair or rehabilitation work only or one-half of one percent of the cost of the repair or rehabilitation work to be undertaken in conjunction with the refinancing of an existing mortgage or the financing of the acquisition of a housing facility.
C.R.S. § 7-80-103 — CO Code / Title 7 / Article 80 / Part 1 / Section 7-80-103
7-80-103. Nature of business
Status: in_force

7-80-103. Nature of business. A limited liability company may be formed under this article for any lawful business, subject to any provisions of law governing or regulating such business within this state.
C.R.S. § 7-111-108 — CO Code / Title 7 / Article 111 / Section 7-111-108
7-111-108. Redomestication as a domestic insurer
Status: in_force

7-111-108. Redomestication as a domestic insurer. (1) A foreign or alien insurer which seeks to change its domicile under section 10-3-125 or 10-3-126, C.R.S., shall submit articles of redomestication in triplicate to the commissioner of insurance and the attorney general for examination. After being approved by them, the articles of redomestication shall be delivered to the secretary of state for filing pursuant to part 3 of article 90 of this title. A copy of such articles, certified by the secretary of state, shall be filed with the commissioner of insurance.

(2) The articles of redomestication shall state:

(a) The domestic entity name for the corporation, which domestic entity name shall comply with the requirements of sections 7-90-601 and 10-3-103, C.R.S.;

(b) The state in which the corporation was originally incorporated, the name under which it was so incorporated, the date of such incorporation, and the date the corporation was authorized to transact business or conduct activities as an insurance company in the state of its original incorporation;

(c) If the state in which the corporation was last incorporated is different from the state in which it was originally incorporated, the state in which the corporation was last incorporated, the entity name under which it was so incorporated, the date of such incorporation, and the date the corporation was authorized to transact business or conduct activities as an insurance company in the state of its last incorporation;

(d) The information regarding shares required by section 7-106-101;

(e) The registered agent name and registered agent address of the corporation's registered agent;

(f) The principal office address of the corporation's principal office;

(g) The names and mailing addresses of the persons serving as the directors and officers of such corporation; and

(h) A statement that, upon redomestication, the corporation accepts and will be subject to the law of this state.

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

(a) Provisions not inconsistent with law regarding:

(I) The current purpose or purposes of the corporation and the purpose or purposes which it intends to pursue after redomestication;

(II) Managing the business of the corporation and regulating its affairs;

(III) Defining, limiting, and regulating the powers of the corporation, its board of directors, and its shareholders;

(IV) A par value for authorized shares or classes of shares; and

(V) The imposition of personal liability on shareholders for the debts of the corporation to a stated extent and upon stated conditions; and

(b) Any provision that, under articles 101 to 117 of this title, is required or permitted to be stated in the bylaws.

(4) It shall not be necessary to state in the articles of redomestication any of the corporate powers enumerated in articles 101 to 117 of this title.

(5) In its articles of redomestication, the corporation may amend, restate, or revise its articles of incorporation or charter to the same extent, subject to the same limitations, and by the same procedures as those provisions governing the amendment, restatement, and revision of articles of incorporation as provided in articles 101 to 117 of this title.

(6) The corporation shall attach to the articles of redomestication:

(a) Its articles of incorporation or charter, as amended or restated, as in effect immediately before the filing of its articles of redomestication, duly authenticated by the proper officer in the jurisdiction of its last incorporation;

(b) A certificate to the effect that the corporation is in good standing in the jurisdiction of its last incorporation, duly authenticated by the proper officer in the jurisdiction of its last incorporation. The certificate shall be dated within ninety days before the filing of the articles of redomestication.

(c) A resolution, duly certified by the secretary of the corporation, adopted by the affirmative vote of the shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast thereon, and, if any class of shares is entitled to vote thereon as a class, the affirmative vote of the holders of at least a majority of the outstanding shares in each class of shares entitled to vote as a class thereon, consenting to the filing of the articles of redomestication and the renunciation, conditioned upon its redomestication as a domestic insurer, of its last articles of incorporation or charter.

(7) Upon the issuance by the secretary of state of a certificate of redomestication, a corporation shall be deemed to be domiciled in and incorporated under the law of this state; except that an insurer that has redomesticated in this state pursuant to section 10-3-125 or 10-3-126, C.R.S., shall be considered to be the same corporation as that corporation that existed under the law of the jurisdiction in which it was formerly domiciled and shall be considered as having been an operating insurer from the date that the corporation was authorized to transact business or conduct activities as an insurer in such jurisdiction.

(8) The certificate of redomestication shall serve the same purpose as articles of incorporation under articles 101 to 117 of this title.

(9) The certificate of redomestication, subject to the provisions of the law of this state relating to insurance, shall entitle the redomesticated corporation to all the powers, rights, and privileges granted to corporations incorporated in this state and shall subject the redomesticated corporation to all of the duties, liabilities, and limitations imposed upon domestic corporations but shall continue the corporation as if it had been originally incorporated under the law of this state. Upon the issuance of the certificate of redomestication by the secretary of state, the articles of redomestication shall constitute the articles of incorporation of the corporation.

(10) Any domestic insurer, subject to and in compliance with section 10-3-125 (2), C.R.S., may change its domicile from this state to any other state in which it is authorized to transact business or conduct activities and, in connection therewith, shall submit to the commissioner of insurance a copy of the articles of redomestication or their equivalent, duly authenticated by the proper officer of its new state of domicile, and a certificate of good standing or its equivalent from that state. Upon approval by the commissioner of insurance, the copy of the articles of redomestication and certificate of good standing, or their equivalents, from the new state of domicile shall be delivered to the secretary of state for filing pursuant to part 3 of article 90 of this title. Upon the filing of such documents by the secretary of state, the domestic insurer shall cease to be a domestic corporation and a domestic insurer and, if otherwise qualified, shall become a foreign corporation and foreign insurer authorized to transact business or conduct activities in this state effective as of the date of its redomestication by the new state of domicile as stated in its articles of redomestication.

(11) All certificates of redomestication issued by the secretary of state shall state the date on which the articles of redomestication were filed and, based upon the information submitted to the secretary of state pursuant to this section, the date from which the corporation existed and operated as an insurer, which shall be the date the insurer was incorporated in the jurisdiction of its original incorporation.
C.R.S. § 7-80-901 — CO Code / Title 7 / Article 80 / Part 9 / Section 7-80-901
7-80-901. Foreign limited liability companies
Status: in_force

7-80-901. Foreign limited liability companies. Part 8 of article 90 of this title, providing for the transaction of business or the conduct of activities by foreign entities, applies to foreign limited liability companies.
C.R.S. § 7-105-103 — CO Code / Title 7 / Article 105 / Section 7-105-103
7-105-103. Resignation of registered agent - repeal
Status: repealed

7-105-103. Resignation of registered agent - repeal. (Repealed)