reglab/statecodes huggingface dataset:
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 8 - DIRECTORS AND OFFICERS (§§ 7-58-801 — 7-58-823) › Section 7-58-823 - Resignation and removal of officers

(1)
The board of directors may remove an officer at any time with or without cause.
(2)
An officer of a limited cooperative association may resign at any time by giving notice in a record to the association. Unless the notice specifies a later time, the resignation is effective when the notice is received by the association.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 797, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 9 - INDEMNIFICATION (§ 7-58-901) › Section 7-58-901 - Indemnification

(1)
Indemnification of an individual who has incurred liability or is a party, or is threatened to be made a party, to litigation because of the performance of a duty to, or activity on behalf of, a limited cooperative association is governed by the "Colorado Business Corporation Act", articles
101
to
117
of this title.
(2)
A limited cooperative association may purchase and maintain insurance on behalf of any individual against liability asserted against or incurred by the individual to the same extent and subject to the same conditions as provided by the "Colorado Business Corporation Act", articles
101
to
117
of this title.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 797, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 10 - CONTRIBUTIONS, ALLOCATIONS, AND DISTRIBUTIONS (§§ 7-58-1001 — 7-58-1010) › Section 7-58-1002 - Contribution and valuation

(1)
Unless the articles or bylaws otherwise provide, the contributions of a member to a limited cooperative association may consist of tangible or intangible property or other benefit to the association, including money, labor or other services performed or to be performed, promissory notes, other agreements to contribute money or property, and contracts to be performed.
(2)
The receipt and acceptance of contributions and the valuation of contributions must be reflected in a limited cooperative association's records.
(3)
Unless the articles or bylaws otherwise provide, the board of directors shall determine the value of a member's contributions received or to be received, and the determination by the board of directors of valuation is conclusive for purposes of determining whether the member's contribution obligation has been met.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 798, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 10 - CONTRIBUTIONS, ALLOCATIONS, AND DISTRIBUTIONS (§§ 7-58-1001 — 7-58-1010) › Section 7-58-1003 - Contribution agreements

Persons may enter into agreements to make contributions to a limited cooperative association before or after it is formed. Those agreements are enforceable by the association in accordance with their terms.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 798, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 10 - CONTRIBUTIONS, ALLOCATIONS, AND DISTRIBUTIONS (§§ 7-58-1001 — 7-58-1010) › Section 7-58-1004 - Allocations of profits and losses

(1)
Unless the articles or bylaws otherwise provide, all profits and losses of a limited cooperative association must be allocated to patron members. Unless the articles or bylaws otherwise provide, losses of the association must be allocated in the same proportion as profits.
(2)
The articles or bylaws may provide for allocating profits of a limited cooperative association among members, among persons that are not members but conduct business with the association, to an unallocated account, or to any combination thereof.
(3)
If a limited cooperative association has investor members, the articles or bylaws may not reduce the allocation to patron members to less than fifty percent of profits. For purposes of this subsection (3), the following rules apply:
(a)
Amounts paid or due on contracts for the delivery to the association by patron members of products, goods, or services are not considered amounts allocated to patron members.
(b)
Amounts paid, due, or allocated to investor members as a stated fixed or variable rate of return on investment are not considered amounts allocated to investor members if the determination of the return is not related to or based on profits.
(4)
Unless prohibited by the articles or bylaws, in determining the profits for allocation under subsections (1), (2), and (3) of this section, the board of directors may first deduct and set aside a part of the profits to create or accumulate:
(a)
Unallocated capital; and
(b)
Reasonable unallocated reserves for specific purposes, including expansion and replacement of capital assets; education, training, and cooperative development; creation and distribution of information concerning principles of cooperation; and community responsibility.
(5)
Subject to subsections (1) and (6) of this section and the articles and bylaws, the board of directors shall allocate the amount remaining after any deduction or setting aside of amounts under subsection (4) of this section:
(a)
To patron members in the ratio of each member's patronage to the total patronage of all patron members during the period for which allocations are to be made; and
(b)
To investor members, if any, in the ratio of each investor member's contributions to the total contributions of all investor members.
(6)
For purposes of allocation of profits and losses or specific items of profits or losses of a limited cooperative association to members, the articles or bylaws may establish allocation units or methods based on separate classes of members or, for patron members, on class, function, division, district, department, allocation units, pooling arrangements, members' contributions, or other equitable methods.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 798, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 10 - CONTRIBUTIONS, ALLOCATIONS, AND DISTRIBUTIONS (§§ 7-58-1001 — 7-58-1010) › Section 7-58-1005 - Distributions

(1)
Unless the articles or bylaws otherwise provide and subject to section
7-58-1007
, the board of directors may authorize, and the limited cooperative association may make, distributions to members.
(2)
Unless the articles or bylaws otherwise provide, distributions to members may be made in any form, including money, capital credits, allocated patronage equities, revolving fund certificates, and the limited cooperative association's own or other securities.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 799, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 10 - CONTRIBUTIONS, ALLOCATIONS, AND DISTRIBUTIONS (§§ 7-58-1001 — 7-58-1010) › Section 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
.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 800, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 10 - CONTRIBUTIONS, ALLOCATIONS, AND DISTRIBUTIONS (§§ 7-58-1001 — 7-58-1010) › Section 7-58-1007 - Limitation on distributions

(1)
A limited cooperative association may not make a distribution if, after the distribution:
(a)
The association would not be able to pay its debts as they become due in the ordinary course of the association's activities; or
(b)
The association's assets would be less than the sum of its total liabilities.
(2)
A limited cooperative association may base a determination that a distribution is not prohibited under subsection (1) of this section on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.
(3)
Except as otherwise provided in subsection (4) of this section, the effect of a distribution allowed under subsection (2) of this section is measured:
(a)
In the case of distribution by purchase, redemption, or other acquisition of financial rights in the limited cooperative association, as of the date money or other property is transferred or debt is incurred by the association; and
(b)
In all other cases, as of the date:
(I)
The distribution is authorized, if the payment occurs not later than one hundred twenty days after that date; or
(II)
The payment is made, if payment occurs more than one hundred twenty days after the distribution is authorized.
(4)
If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.
(5)
For purposes of this section, "distribution" does not include reasonable amounts paid to a member in the ordinary course of business as payment or compensation for commodities, goods, past or present services, or reasonable payments made in the ordinary course of business under a bona fide employee retirement or other benefits program.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 800, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 10 - CONTRIBUTIONS, ALLOCATIONS, AND DISTRIBUTIONS (§§ 7-58-1001 — 7-58-1010) › Section 7-58-1008 - Liability for improper distributions - limitation of action

(1)
A director who consents to a distribution that violates section
7-58-1007
is personally liable to the limited cooperative association for the amount of the distribution that exceeds the amount that could have been distributed without the violation if it is established that, in consenting to the distribution, the director failed to comply with section
7-58-818
or
7-58-819
.
(2)
A member or transferee of financial rights that received a distribution knowing that the distribution was made in violation of section
7-58-1007
is personally liable to the limited cooperative association to the extent that the distribution exceeded the amount that could have been properly paid.
(3)
A director against whom an action is commenced under subsection (1) of this section may:
(a)
Implead in the action any other director who is liable under subsection (1) of this section and compel contribution from the director; and
(b)
Implead in the action any person that is liable under subsection (2) of this section and compel contribution from the person in the amount the person received as described in subsection (2) of this section.
(4)
An action under this section is barred if it is commenced later than three years after the distribution.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 801, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 10 - CONTRIBUTIONS, ALLOCATIONS, AND DISTRIBUTIONS (§§ 7-58-1001 — 7-58-1010) › Section 7-58-1009 - Relation to state securities law

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 limited cooperative association as an investment in its stock or capital to the patron members of the association or by an entity 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 to patron members of the association or entity lawfully by the issuer or its directors, officers, members, or salaried employees without the necessity of the issue 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.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 801, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 10 - CONTRIBUTIONS, ALLOCATIONS, AND DISTRIBUTIONS (§§ 7-58-1001 — 7-58-1010) › Section 7-58-1010 - Alternative distribution of unclaimed property, distributions, redemptions, or payments

A limited cooperative association may provide in its articles or bylaws for the disposition of funds when declared payable by the association and remaining unclaimed by the holder for three years after notification has been mailed to the holder's last-known address of record on the books of the association, which disposition may consist of transferring the funds to the general operating account of the association.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 801, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 11 - DISSOCIATION (§§ 7-58-1101 — 7-58-1103) › Section 7-58-1102 - Effect of dissociation as member

(1)
Upon a member's dissociation, subject to section
7-58-1103
:
(a)
The dissociated member has no further rights as a member; and
(b)
Any financial rights owned by the dissociated member in the dissociated member's capacity as a member immediately before dissociation are owned by the dissociated member as a transferee.
(2)
A dissociated member's dissociation as a member does not of itself discharge the dissociated member from any debt, obligation, or liability to the limited cooperative association that the dissociated member incurred under the articles or bylaws, by contract, or by other means while a member.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 803, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 11 - DISSOCIATION (§§ 7-58-1101 — 7-58-1103) › Section 7-58-1103 - Power of estate of member

Unless the articles or bylaws provide for greater rights, if a member is dissociated in accordance with section
7-58-1101 (4)(d)(V) or (4)(e)
, the member's personal representative or other legal representative may exercise the rights of a transferee of the member's financial rights and, for purposes of settling the estate of a deceased member, may exercise the informational rights of a current member to obtain information under section
7-58-505 (1)
.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 804, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 12 - DISSOLUTION (§§ 7-58-1201 — 7-58-1210) › Section 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.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 804, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 12 - DISSOLUTION (§§ 7-58-1201 — 7-58-1210) › Section 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.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 804, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 12 - DISSOLUTION (§§ 7-58-1201 — 7-58-1210) › Section 7-58-1203 - Judicial dissolution - grounds

(1)
A limited cooperative association may be dissolved in a proceeding brought in court by the attorney general if it is established that:
(a)
The association obtained its articles of organization through fraud; or
(b)
The association has continued to exceed or abuse the authority conferred upon it by law.
(2)
A limited cooperative association may be dissolved in a proceeding brought in court by a member if it is established that:
(a)
The directors are deadlocked in the management of the association's affairs, the members are unable to break the deadlock, and irreparable injury to the association is occurring or is threatened because of the deadlock;
(b)
The directors or those in control of the association have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;
(c)
The members are deadlocked in voting power and have failed to elect successors to directors whose terms have expired for two consecutive periods during which annual members meetings were held or were to be held; or
(d)
The assets of the association are being misapplied or wasted.
(3)
A limited cooperative association may be dissolved in a proceeding brought in court by a creditor if it is established that:
(a)
A creditor's claim has been reduced to judgment, the execution on the judgment has been returned unsatisfied, and the association is insolvent; or
(b)
The association is insolvent and the association has admitted in writing that a creditor's claim is due and owing.
(4)
In lieu of dissolution in a proceeding described in subsection (1), (2), or (3) of this section, the court may order any other relief that is appropriate and equitable.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 804, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 12 - DISSOLUTION (§§ 7-58-1201 — 7-58-1210) › Section 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.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 805, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 12 - DISSOLUTION (§§ 7-58-1201 — 7-58-1210) › Section 7-58-1205 - Voluntary dissolution before commencement of activity

A majority of the organizers or initial directors of a limited cooperative association that has not yet begun business activity or the conduct of its affairs may dissolve the association.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 806, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 12 - DISSOLUTION (§§ 7-58-1201 — 7-58-1210) › Section 7-58-1206 - Voluntary dissolution by the board and members

(1)
Except as otherwise provided in section
7-58-1205
, for a limited cooperative association to voluntarily dissolve:
(a)
A resolution to dissolve must be approved by a majority vote of the board of directors unless a greater percentage is required by the articles or bylaws;
(b)
The board of directors must call a members meeting to consider the resolution, to be held not later than ninety days after adoption of the resolution; and
(c)
The board of directors must mail or otherwise transmit or deliver to each member in a record that complies with section
7-58-508
:
(I)
The resolution required by paragraph (a) of this subsection (1);
(II)
A recommendation that the members vote in favor of the resolution or, if the board determines that because of conflict of interest or any other reason it should not make a favorable recommendation, the basis of that determination; and
(III)
Notice of the members meeting, which must be given in the same manner as notice of a special meeting of members.
(2)
Subject to subsection (3) of this section, a resolution to dissolve must be approved by:
(a)
At least two-thirds of the voting power of members present at a members meeting called under paragraph (b) of subsection (1) of this section; and
(b)
If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the articles or bylaws require a greater percentage.
(3)
The articles or bylaws may require that the percentage of votes required under paragraph (a) of subsection (2) of this section is:
(a)
A different percentage that is not less than a majority of members voting at the meeting;
(b)
Measured against the voting power of all members; or
(c)
A combination of paragraphs (a) and (b) of this subsection (3).
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 806, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 12 - DISSOLUTION (§§ 7-58-1201 — 7-58-1210) › Section 7-58-1207 - Winding up

(1)
A limited cooperative association continues its existence after dissolution only for purposes of winding up its activities.
(2)
In winding up a limited cooperative association's activities, the board of directors shall cause the association to:
(a)
Collect its assets;
(b)
Preserve the association or its property as a going concern for no more than a reasonable time;
(c)
Prosecute and defend actions and proceedings;
(d)
Dispose of its properties that will not be distributed in kind to its members;
(e)
Discharge or make provision for discharging its liabilities;
(f)
Distribute its remaining property among its members; and
(g)
Do every other act necessary to wind up and liquidate its business and affairs.
(3)
After dissolution and upon application of a limited cooperative association, a member, or a holder of financial rights, the proper court may order judicial supervision of the winding up of the association, including the appointment of a person to wind up the association's activities, if:
(a)
After a reasonable time, the association has not wound up its activities; or
(b)
The applicant establishes other good cause.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 807, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 12 - DISSOLUTION (§§ 7-58-1201 — 7-58-1210) › Section 7-58-1208 - Distribution of assets in winding up

(1)
In winding up a limited cooperative association's business, the association shall apply its assets to discharge its obligations to creditors, including members that are creditors. The association shall apply any remaining assets to pay in money the net amount distributable to members in accordance with their right to distributions under subsection (2) of this section.
(2)
Unless the articles or bylaws otherwise provide, in this subsection (2), "financial interests" means the amounts recorded in the names of members in the records of a limited cooperative association at the time a distribution is made, including amounts paid to become a member, amounts allocated but not distributed to members, and amounts of distributions authorized but not yet paid to members. Unless the articles or bylaws otherwise provide, each member is entitled to a distribution from the association of any remaining assets in the proportion of the member's financial interests to the total financial interests of the members after all other obligations are satisfied.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 807, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 12 - DISSOLUTION (§§ 7-58-1201 — 7-58-1210) › Section 7-58-1209 - Court proceeding

(1)
Upon application by a dissolved limited cooperative association that has published a notice under section
7-90-912
, the proper court may determine the amount and form of security to be provided for payment of claims against the association that are contingent, have not been made known to the association, or are based on an event occurring after the effective date of dissolution but that, based on the facts known to the association, are reasonably anticipated to arise after the effective date of dissolution.
(2)
Not later than ten days after filing an application under subsection (1) of this section, a dissolved limited cooperative association shall give notice of the proceeding to each known claimant holding a contingent claim.
(3)
The court may appoint a representative in a proceeding brought under this section to represent all claimants whose identities are unknown. The dissolved limited cooperative association shall pay reasonable fees and expenses of the representative, including all reasonable attorney fees and expert witness fees.
(4)
Provision by the dissolved limited cooperative association for security in the amount and the form ordered by the court satisfies the association's obligations with respect to claims that are contingent, have not been made known to the association, or are based on an event occurring after the effective date of dissolution, and the claims shall not be enforced against a member that received a distribution.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 808, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 12 - DISSOLUTION (§§ 7-58-1201 — 7-58-1210) › Section 7-58-1210 - Statement of dissolution

(1)
Upon dissolution, the limited cooperative association shall deliver to the secretary of state, for filing pursuant to part 3 of article
90
of this title, a statement of dissolution stating:
(a)
The domestic entity name of the limited cooperative association; and
(b)
The principal office address of the limited cooperative association's principal office.
(2)
A limited cooperative association is dissolved as provided in section
7-58-1202
,
7-58-1203
, or
7-90-908
.
(3)
A person who is not a director or member has notice of the dissolution of a limited cooperative association on the earlier of:
(a)
The ninetieth day after the limited cooperative association's statement of dissolution is on file with the secretary of state; or
(b)
The date on which the person first has actual knowledge of the dissolution.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 808, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 13 - ACTION BY MEMBER (§§ 7-58-1301 — 7-58-1306) › Section 7-58-1301 - Derivative action

(1)
A member may maintain a derivative action to enforce a right of a limited cooperative association if:
(a)
The member demands in a record that the association bring an action to enforce the right; and
(b)
Any of the following occur:
(I)
The association does not, within ninety days after the association receives the demand, agree to bring the action;
(II)
The association notifies the member in a record that it has rejected the demand;
(III)
Irreparable harm to the association would result by waiting ninety days after the association receives the demand; or
(IV)
The association agrees to bring an action demanded and fails to bring the action within a reasonable time.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 809, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 13 - ACTION BY MEMBER (§§ 7-58-1301 — 7-58-1306) › Section 7-58-1302 - Proper plaintiff

(1)
A derivative action to enforce a right of a limited cooperative association may be maintained only by a person that:
(a)
Is a member or a dissociated member at the time the action is commenced and:
(I)
Was a member when the conduct giving rise to the action occurred; or
(II)
Whose status as a member devolved upon the person by operation of law or the articles or bylaws from a person that was a member at the time of the conduct; and
(b)
Adequately represents the interests of the association.
(2)
If the sole plaintiff in a derivative action dies while the action is pending, the court may permit another member who meets the requirements of subsection (1) of this section to be substituted as plaintiff.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 809, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 13 - ACTION BY MEMBER (§§ 7-58-1301 — 7-58-1306) › Section 7-58-1303 - Pleading

(1)
In a derivative action to enforce a right of a limited cooperative association, the complaint must state:
(a)
The date and content of the plaintiff's demand under section
7-58-1301 (1)(a)
and the association's response;
(b)
If ninety days have not expired since the demand was received by the association, how irreparable harm to the association would result by waiting for the expiration of ninety days; and
(c)
If the association agreed to bring an action demanded, that the action has not been brought within a reasonable time.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 809, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 13 - ACTION BY MEMBER (§§ 7-58-1301 — 7-58-1306) › Section 7-58-1304 - Approval for discontinuance or settlement

A derivative action to enforce a right of a limited cooperative association may not be discontinued or settled without notice to the association and the court's approval.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 810, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 13 - ACTION BY MEMBER (§§ 7-58-1301 — 7-58-1306) › Section 7-58-1305 - Proceeds and expenses

(1)
Except as otherwise provided in subsection (2) of this section:
(a)
Any proceeds or other benefits of a derivative action to enforce a right of a limited cooperative association, whether by judgment, compromise, or settlement, belong to the association and not to the plaintiff; and
(b)
If the plaintiff in the derivative action receives any proceeds, the plaintiff shall immediately remit them to the association.
(2)
If a derivative action to enforce a right of a limited cooperative association is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney fees and costs, from the recovery of the association if not otherwise awarded against the defendant.
(3)
On the termination of a derivative proceeding commenced pursuant to this part 13, where the court finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose, the court may order the plaintiff to pay any of the defendant's reasonable expenses, including attorney fees, incurred by the defendant in connection with the defense of the proceeding.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 810, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 13 - ACTION BY MEMBER (§§ 7-58-1301 — 7-58-1306) › Section 7-58-1306 - Applicability of derivative proceeding to foreign limited cooperative associations

In any derivative proceeding in the right of a foreign limited cooperative association, the right of a person to commence or maintain a derivative proceeding in the right of a foreign limited cooperative association and any matters raised in the proceeding covered by sections
7-58-1301
to
7-58-1305
are governed by the law of the jurisdiction under which the foreign limited cooperative association was formed; except that any matters raised in the proceeding covered by section
7-58-1304
are governed by the law of this state.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 810, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 14 - FOREIGN COOPERATIVES (§§ 7-58-1401 — 7-58-1402) › Section 7-58-1401 - Authority to transact business or conduct activities required

Part 8 of article
90
of this title, providing for the transaction of business or the conduct of activities by foreign entities, applies to foreign limited cooperative associations.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 811, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 14 - FOREIGN COOPERATIVES (§§ 7-58-1401 — 7-58-1402) › Section 7-58-1402 - Registered agent - service of process

Part 7 of article
90
of this title, providing for registered agents and service of process, applies to foreign limited cooperative associations.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 811, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 15 - DISPOSITION OF ASSETS (§§ 7-58-1501 — 7-58-1504) › Section 7-58-1501 - Disposition of assets not requiring member approval

(1)
Unless the articles of organization otherwise provide, member approval under section
7-58-1502
is not required for a limited cooperative association to:
(a)
Sell, lease, exchange, license, or otherwise dispose of all or any part of the assets of the association in the usual and regular course of business; or
(b)
Mortgage, pledge, dedicate to the repayment of indebtedness, or otherwise encumber in any way all or any part of the assets of the association, whether or not in the usual and regular course of business.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 811, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 15 - DISPOSITION OF ASSETS (§§ 7-58-1501 — 7-58-1504) › Section 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
.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 811, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 15 - DISPOSITION OF ASSETS (§§ 7-58-1501 — 7-58-1504) › Section 7-58-1503 - Notice and action on disposition or encumbrance of assets

(1)
For a limited cooperative association to dispose of or encumber assets under section
7-58-1502
:
(a)
A majority of the board of directors, or a greater percentage if required by the articles or bylaws, must approve the proposed disposition or encumbrance; and
(b)
The board of directors must call a members meeting to consider the proposed disposition or encumbrance, hold the meeting not later than ninety days after approval of the proposed disposition or encumbrance by the board, and mail or otherwise transmit or deliver in a record to each member:
(I)
The terms of the proposed disposition or encumbrance;
(II)
A recommendation that the members approve the disposition or encumbrance or, if the board determines that because of conflict of interest or any other reason it should not make a favorable recommendation, the basis for that determination;
(III)
A statement of any condition of the board's submission of the proposed disposition or encumbrance to the members; and
(IV)
Notice of the meeting at which the proposed disposition or encumbrance will be considered, which notice must be given in the same manner as notice of a special meeting of members.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 811, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 15 - DISPOSITION OF ASSETS (§§ 7-58-1501 — 7-58-1504) › Section 7-58-1504 - Disposition or encumbrance of assets

(1)
Subject to subsection (2) of this section, a disposition or encumbrance of assets under section
7-58-1502
must be approved by:
(a)
At least a majority of the voting power of members present at a members meeting called under section
7-58-1503 (1)(b)
; 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 require 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)
Subject to any contractual obligations, after a disposition or encumbrance of assets is approved and at any time before the consummation of the disposition or encumbrance, a limited cooperative association may approve an amendment to the contract for the disposition or encumbrance or the resolution authorizing the disposition or encumbrance or approve abandonment of the disposition or encumbrance:
(a)
As provided in the contract or the resolution; and
(b)
Except as limited or prohibited by the resolution, with the same affirmative vote of the board of directors and of the members as was required to approve the disposition or encumbrance.
(4)
The voting requirements for districts, classes, or voting groups under section
7-58-404
apply to approval of a disposition of assets under this part 15.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 812, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 16 - CONVERSION AND MERGER (§§ 7-58-1601 — 7-58-1611) › Section 7-58-1601 - Definitions

In this part 16, unless the context otherwise requires:
(1)
"Constituent entity" means an entity that is a party to a merger.
(2)
"Constituent limited cooperative association" means a limited cooperative association that is a party to a merger.
(3)
"Converting limited cooperative association" means a converting entity that is a limited cooperative association.
(4)
"Organizational documents" means articles of incorporation, bylaws, articles of organization, operating agreements, partnership agreements, and any other documents serving a similar function in the creation and governance of an entity.
(5)
"Personal liability" means personal liability for a debt, liability, or other obligation of an entity imposed, by operation of law or otherwise, on a person that co-owns or has an interest in the entity:
(a)
By the entity's organic statute solely because of the person co-owning or having an interest in the entity; or
(b)
By the entity's organizational documents under a provision of the entity's organic statute authorizing those documents to make one or more specified persons liable for all or specified parts of the entity's debts, liabilities, and other obligations solely because the person co-owns or has an interest in the entity.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 812, § 1, effective 4/2/2012.
For additional definitions applicable to this part 16, see § 7-90-102 .
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 16 - CONVERSION AND MERGER (§§ 7-58-1601 — 7-58-1611) › Section 7-58-1602 - Conversion

A limited cooperative association may convert into any form of entity permitted by section
7-90-201
if the board of directors of the limited cooperative association adopts a plan of conversion that complies with section
7-90-201.3
and the members entitled to vote thereon, if any, if required by section
7-58-1603
, approve the plan of conversion.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 813, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 16 - CONVERSION AND MERGER (§§ 7-58-1601 — 7-58-1611) › Section 7-58-1604 - Merger

(1)
One or more domestic limited cooperative associations may merge into another domestic entity if the board of directors of each association that is a party to the merger and each other entity that is a party to the merger adopts a plan of merger complying with section
7-90-203.3
and the members entitled to vote thereon, if any, of each such association, if required by sections
7-58-1605
and
7-58-1606
, approve the plan of merger.
(2)
One or more domestic limited cooperative associations 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 limited cooperative association complies with the applicable provisions of sections
7-58-1605
and
7-58-1606
and, if it is the surviving association of the merger, with section
7-58-1608 (2)
.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 815, § 1, effective 4/2/2012.