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 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 3 - MEMBERS AND OWNERSHIP (§§ 7-56-301 — 7-56-309) › Section 7-56-307 - Inspection of cooperative records by member

(1)
A member is entitled to inspect and copy, at the member's expense, during regular business hours at a reasonable location stated by the cooperative, any of the records described in section
7-56-107 (4)
if the member meets the requirements of subsection (2) of this section and gives the cooperative written demand at least five business days before the date on which the member wishes to inspect and copy such records. Notwithstanding the provisions of this subsection (1) or any provisions of section
7-56-107 (4)
, no member shall have the right to inspect or copy any records of the cooperative relating to the amount of equity capital in the cooperative held by any person or any accounts receivable or other amounts due the cooperative from any person.
(2)
To be entitled to inspect and copy permitted records, the member shall meet the following requirements:
(a)
The member has been a member for at least one year immediately preceding the demand to inspect or copy or is a member holding at least five percent of all of the outstanding equity interests in the cooperative as of the date the demand is made;
(b)
The demand is made in good faith and for a proper corporate business purpose;
(c)
The member describes with reasonable particularity the purpose and the records the member desires to inspect; and
(d)
The records are directly connected with the described purpose.
(3)
The right of inspection granted by this section may not be abolished or limited by the articles, bylaws, or any actions of the board or the members.
(4)
This section does not affect:
(a)
The right of a member to inspect records to the same extent as any other litigant if the member is in litigation with the cooperative; or
(b)
The power of a court to compel the production of the cooperative's records for examination.
(5)
Notwithstanding any other provision in this section, if the records of the cooperative to be inspected or copied are in active use or storage and, therefore, not available at the time otherwise provided for inspection or copying, the cooperative shall notify the member of this fact and shall set a date and hour within three business days of the date otherwise set in this section for the inspection or copying.
(6)
This section shall not apply to section
7-56-303
.
L. 96: Entire article R&RE, p. 499, § 1, effective July 1. L. 2003: (1) amended, p. 2226, § 81, effective 7/1/2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 3 - MEMBERS AND OWNERSHIP (§§ 7-56-301 — 7-56-309) › Section 7-56-308 - Scope of member's inspection right

(1)
A member's agent or attorney has the same inspection and copying rights as the member.
(2)
The right to copy records under section
7-56-307
includes, if reasonable, the right to receive copies made by photographic, xerographic copying, or other means.
(3)
The cooperative may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production and reproduction of the records.
L. 96: Entire article R&RE, p. 500, § 1, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 3 - MEMBERS AND OWNERSHIP (§§ 7-56-301 — 7-56-309) › Section 7-56-309 - Court-ordered inspection

(1)
If a cooperative refuses to allow a member, or the member's agent or attorney, who complies with section
7-56-307
to inspect or copy any records that the member is entitled to inspect or copy by said section within a prescribed time limit or, if none, within a reasonable time, the district court for the county in this state in which the street address of the cooperative's principal office is located or, if the cooperative has no principal office in this state, the district court for the county in which the street address of its registered agent is located or, if the cooperative has no registered agent, the district court for the city and county of Denver, may, on application of the member, summarily order the inspection or copying of the records demanded at the cooperative's expense.
(2)
If a court orders inspection or copying of the records demanded, unless the cooperative proves that it refused inspection or copying in good faith because it had a reasonable basis for doubt about the right of the member or the member's agent or attorney to inspect or copy the records demanded:
(a)
The court may order the losing party to pay the prevailing party's reasonable costs, including reasonable attorney fees;
(b)
The court may order the losing party to pay the prevailing party for any damages the prevailing party shall have incurred by reason of the subject matter of the litigation;
(c)
If inspection or copying is ordered pursuant to subsection (1) of this section, the court may order the cooperative to pay the member's inspection and copying expenses notwithstanding the provisions of section
7-56-307 (1)
; and
(d)
The court may grant either party any other remedy provided by law.
(3)
If a court orders inspection or copying of records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
L. 96: Entire article R&RE, p. 500, § 1, effective July 1. L. 2003: (1) amended, p. 2226, § 82, effective 7/1/2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 4 - OFFICERS AND ELECTIONS (§§ 7-56-401 — 7-56-409) › Section 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.
L. 96: Entire article R&RE, p. 502, § 1, effective July 1. L. 2004: (1)(a) amended, p. 1413, § 47, effective July 1.
This section is similar to former § 7-56-114 as it existed prior to 1996.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 4 - OFFICERS AND ELECTIONS (§§ 7-56-401 — 7-56-409) › Section 7-56-403 - Procedures for meetings of the board of directors

(1)
The board shall meet at least annually. The board may establish a time and place for regular board meetings and then may hold regular board meetings at such times without notice.
(2)
Special meetings of the board shall require at least two days' notice of the date, time, and place. Unless otherwise provided by the articles or bylaws, purposes of a special meeting do not have to be stated in the notice of any special meeting.
(3)
A director's attendance at a special meeting constitutes waiver of the notice requirement for that meeting unless the director objects to the lack of or method of notice and does not thereafter participate in the meeting or if notice of the purpose of the meeting was required but not given and the director objects to the transaction of business for that purpose and does not thereafter participate in the meeting with respect to that purpose.
(4)
A director is considered to have assented to an action of the board unless:
(a)
The director votes against it or abstains and causes the abstention to be recorded in the minutes of the meeting;
(b)
The director objects at the beginning of the meeting and does not vote for it later;
(c)
The director causes the director's dissent to be recorded in the minutes;
(d)
The director does not attend the meeting at which the vote is taken; or
(e)
The director gives notice of the director's objection in writing to the secretary within twenty-four hours after the meeting.
(5)
Unless otherwise provided by the articles or bylaws:
(a)
The board may permit any or all directors to participate in a regular or special meeting through the use of any means of communication by which all directors participating are able to communicate simultaneously with each other during the meeting;
(b)
Actions of the board may be taken without a meeting if the action is agreed to by all members of the board and is evidenced by one or more written consents together signed by all directors and filed with the corporate records reflecting the action taken;
(c)
Purposes of a special meeting do not have to be stated in the notice of any special meeting, but at least two days' notice of the date, time, and place shall be given.
L. 96: Entire article R&RE, p. 502, § 1, effective July 1. L. 2004: (4)(c) and (4)(e) amended, p. 1413, § 48, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 4 - OFFICERS AND ELECTIONS (§§ 7-56-401 — 7-56-409) › Section 7-56-404 - Removal of director by the membership or the board

(1)
At a meeting called expressly for that purpose, as well as any other proper purpose, a director may be removed by the members in the manner provided in this section upon an affirmative vote of a majority of the members present and voting in person or in any other manner authorized by the cooperative pursuant to section
7-56-305 (1)
or, if removal of a director is by the board, then by a majority of the members of the board not subject to removal.
(2)
The board may remove a director who does not meet the qualifications for board membership stated in the articles and bylaws of the cooperative.
(3)
The members may remove one or more directors only for cause unless the articles or bylaws allow directors to be removed without cause.
(4)
Removal of directors by the vote of the members shall be initiated by written petition signed by at least ten percent of the members stating the alleged causes or reasons for removing the director. No petition shall seek removal of more than one director.
(5)
Within ninety days after receipt of a petition meeting the requirements of subsection (4) of this section, the board shall schedule the removal vote at a regular or special meeting of the membership upon determination by the board, if necessary, that cause has been stated. Any determination of cause shall be made by a majority of the directors not subject to removal petitions. If more than a majority of the board is subject to removal petitions, then the matter shall be promptly referred to an attorney who has been duly licensed to practice law in Colorado for at least five years and who has not previously represented the cooperative. The attorney's determination of whether cause has been stated shall be final for the purpose of whether to schedule a vote on removal.
(6)
Any director subject to a removal petition under any provision of this section shall be promptly informed in writing by the board and shall have the opportunity, in person and by counsel, to be heard and present evidence at the meeting called for the vote. The persons seeking removal shall have the same opportunity.
L. 96: Entire article R&RE, p. 503, § 1, effective July 1. L. 2003: (2) amended, p. 2227, § 84, effective 7/1/2004.
This section is similar to former § 7-56-117 as it existed prior to 1996.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 4 - OFFICERS AND ELECTIONS (§§ 7-56-401 — 7-56-409) › Section 7-56-405 - Removal of director by judicial proceeding

(1)
A director may be removed by the district court for the county in this state in which the street address of the cooperative's principal office is located or, if the cooperative has no principal office in this state, by the district court for the county in which the street address of its registered agent is located or, if the cooperative has no registered agent, by the district court for the city and county of Denver, in a proceeding commenced either by the cooperative or by at least ten percent of the members, if the court finds that the director engaged in fraudulent or dishonest conduct or gross abuse of authority or discretion with respect to the cooperative, and that removal is in the best interests of the cooperative.
(2)
If the members commence a proceeding under subsection (1) of this section, they shall make the cooperative a party defendant.
(3)
The court that removes a director may bar the director from reelection for a period prescribed by the court.
L. 96: Entire article R&RE, p. 504, § 1, effective July 1. L. 2003: (1) amended, p. 2227, § 85, effective 7/1/2004. L. 2004: (1) amended, p. 1414, § 49, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 4 - OFFICERS AND ELECTIONS (§§ 7-56-401 — 7-56-409) › Section 7-56-407 - Persons to be bonded

At the discretion of the board of a cooperative, any officer, employee, or agent handling funds or negotiable instruments or property of or for the cooperative may be bonded for the faithful performance of the person's duties and obligations.
L. 96: Entire article R&RE, p. 505, § 1, effective July 1.
This section is similar to former § 7-56-115 as it existed prior to 1996.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 4 - OFFICERS AND ELECTIONS (§§ 7-56-401 — 7-56-409) › Section 7-56-408 - [Repealed]

L. 96: Entire article R&RE, p. 505, § 1, effective July 1. L. 2002: IP(2), (3)(a), and (4) amended, p. 1817, § 23, effective July 1; IP(2), (3)(a), and (4) amended, p. 1682, § 21, effective October 1. L. 2003: (5) added by revision, pp. 2356, 2357, §§ 347, 348.
Subsection (5) provided for the repeal of this section, effective July 1, 2004. (See L. 2003, pp. 2356, 2357.)
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 4 - OFFICERS AND ELECTIONS (§§ 7-56-401 — 7-56-409) › Section 7-56-409 - Registered agent - service of process

Part 7 of article
90
of this title, providing for registered agents and service of process, applies to cooperatives formed under or subject to this article.
L. 2003: Entire section added, p. 2227, § 87, effective 7/1/2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 5 - POWERS AND PURPOSES: APPLICATION OF OTHER LAWS (§§ 7-56-501 — 7-56-510) › Section 7-56-502 - Marketing or purchasing contracts

Cooperatives limiting membership to agricultural producers may make and execute marketing or purchasing contracts requiring the members to sell or purchase, for any period of time not over ten years, all or any specified part of their agricultural products or specified commodities, goods, services, or input supplies exclusively to or through the cooperative or any facilities utilized or to be created by the cooperative. If such producers contract to sell to the cooperative, it shall be conclusively held that title to the products passes absolutely and unreservedly, except for recorded liens, to the cooperative upon delivery or at any other specified time if expressly and definitely agreed to in the contract. The contract may provide, among other things, that the cooperative may sell or resell the products delivered by its members with or without taking title to the products and pay over to its members the resale price, after deducting all necessary selling, overhead, and other costs and expenses, including interest or dividends on stock which shall not exceed eight percent per annum, and reserves for proper purposes.
L. 96: Entire article R&RE, p. 510, § 1, effective July 1.
This section is similar to former § 7-56-119 as it existed prior to 1996.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 5 - POWERS AND PURPOSES: APPLICATION OF OTHER LAWS (§§ 7-56-501 — 7-56-510) › Section 7-56-503 - Remedies for breach of marketing or purchasing contract

(1)
The bylaws or the marketing or purchasing contracts of an agricultural cooperative may fix as liquidated damages specific sums to be paid by a member to the cooperative upon the breach by the member of any provision of the marketing or purchasing contract regarding the sale, purchase, receipt, or delivery or withholding of products or other goods and may further provide that the member will pay all costs, premiums for bonds, expenses, and fees if any action is brought upon the contract by the cooperative. All such provisions shall be valid and enforceable in the courts of this state, and clauses providing for liquidated damages shall be enforceable as such and shall not be regarded as penalties.
(2)
In the event of any breach or threatened breach of a marketing or purchasing contract by a member, the cooperative shall be entitled to an injunction to prevent the further breach of the contract and to a decree of specific performance of the contract. Pending the adjudication of the action and upon filing a sufficient bond and verified complaint showing the breach or threatened breach, the cooperative shall be entitled to a temporary restraining order and preliminary injunction against the member.
(3)
In any action upon a marketing contract, it shall be conclusively presumed that a landowner, landlord, or lessor is able to control the delivery of products or other goods produced on such landowner's, landlord's, or lessor's land by tenants or others whose tenancy or possession or work on such land or the terms of whose tenancy or possession or labor on such land was created or changed after execution by the landowner, landlord, or lessor of such marketing contract. The remedies provided in this section for nondelivery or breach shall lie and be enforceable against such landowner, landlord, or lessor in any such action upon a marketing contract.
L. 96: Entire article R&RE, p. 510, § 1, effective July 1.
This section is similar to former § 7-56-120 as it existed prior to 1996.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 5 - POWERS AND PURPOSES: APPLICATION OF OTHER LAWS (§§ 7-56-501 — 7-56-510) › Section 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.
L. 96: Entire article R&RE, p. 511, § 1, effective July 1. L. 2003: Entire section amended, p. 2228, § 89, effective 7/1/2004. L. 2004: Entire section amended, p. 1414, § 51, effective July 1.
This section is similar to former § 7-56-128 as it existed prior to 1996.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 5 - POWERS AND PURPOSES: APPLICATION OF OTHER LAWS (§§ 7-56-501 — 7-56-510) › Section 7-56-505 - Purchases of property or other interests

If a cooperative with preferred stock or preferred equity purchases or otherwise acquires any interest in any property, stock, or interest in another entity, it may, with the consent of the person or persons from whom the property or interests are being acquired, discharge the obligations incurred in the purchase or other acquisition, wholly or in part, by exchanging for the acquired property, stock, or interest shares or amounts of its preferred stock or preferred equity in an amount that, at par or stated value, would equal the value of the property, stock, or interest so purchased, as determined by the board. A transfer to the cooperative of the property, stock, or interest purchased or otherwise acquired shall be equivalent to payment in cash for the shares or amounts of preferred stock or preferred equity issued by the cooperative.
L. 96: Entire article R&RE, p. 511, § 1, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 5 - POWERS AND PURPOSES: APPLICATION OF OTHER LAWS (§§ 7-56-501 — 7-56-510) › Section 7-56-506 - Warehouse receipts - interest in warehouse entities

If a cooperative formed under or that has elected to be subject to this article organizes, forms, operates, owns, controls, has an interest in, owns stock of, or is a member of any commodities warehouse, the warehouse may issue legal warehouse receipts to the cooperative against the commodities delivered by it or to any other person, and any legal warehouse receipt shall be considered as adequate collateral to the extent of the usual and current value of the commodity represented by the receipt. If the warehouse is licensed or licensed and bonded under the law of this state, any other state, or the United States, its warehouse receipt delivered to the cooperative on commodities of the cooperative or its members or delivered by the cooperative or its members shall not be challenged or discriminated against because of ownership or control, wholly or in part, by the cooperative.
L. 96: Entire article R&RE, p. 511, § 1, effective July 1. L. 2003: Entire section amended, p. 2228, § 90, effective 7/1/2004.
This section is similar to former § 7-56-125 as existed prior to 1996.
For other duties and liabilities of warehouses, see article 7 of title 4 and part 2 of article 36 of title 35 .
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 5 - POWERS AND PURPOSES: APPLICATION OF OTHER LAWS (§§ 7-56-501 — 7-56-510) › Section 7-56-507 - Application of other laws

(1)
If a matter is not addressed in this article, the "Colorado Business Corporation Act", articles
101
to
117
of this title, shall apply to the cooperatives formed under or subject to this article; except that a cooperative may elect to have the provisions of the "Colorado Revised Nonprofit Corporation Act", articles
121
to
137
of this title, apply to it if such cooperative does so in its articles or by a resolution of its members that is delivered to the secretary of state for filing pursuant to part 3 of article
90
of this title that states that the cooperative elects to have the provisions of the "Colorado Revised Nonprofit Corporation Act", articles
121
to
137
of this title, apply to it. A cooperative may revoke such election by amending its articles or by delivering to the secretary of state, for filing pursuant to part 3 of article
90
of this title, a statement of change that states that the cooperative revokes its election to have the provisions of the "Colorado Revised Nonprofit Corporation Act", articles
121
to
137
of this title, apply to it and that the revocation of such election has been approved by resolution of its members.
(2)
Any exemptions under any existing law applying to goods or agricultural products in the possession or under the control of an individual producer shall apply similarly and completely to such goods or products when delivered by its members to, and in the possession or under the control of, the cooperative.
L. 96: Entire article R&RE, p. 511, § 1, effective July 1. L. 97: (1) amended, p. 760, § 22, effective 7/1/1998. L. 2002: (1) amended, p. 1818, § 24, effective July 1; (1) amended, p. 1682, § 22, effective October 1. L. 2003: Entire section amended, p. 2228, § 91, effective 7/1/2004.
This section is similar to former §§ 7-55-116 and 7-56-130 as they existed prior to 1996.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 5 - POWERS AND PURPOSES: APPLICATION OF OTHER LAWS (§§ 7-56-501 — 7-56-510) › Section 7-56-508 - Cooperatives not in restraint of trade

No cooperative formed under or subject to this article shall solely by its organization and existence be deemed to be a conspiracy or a combination in restraint of trade, an illegal monopoly, or an attempt to lessen competition or to fix prices arbitrarily, nor shall the marketing or purchasing contracts and agreements between any cooperative and its members or any agreements authorized in this article be considered illegal as such, in unlawful restraint of trade, or as part of a conspiracy or combination to accomplish an improper or illegal purpose.
L. 96: Entire article R&RE, p. 512, § 1, effective July 1. L. 2003: Entire section amended, p. 2229, § 92, effective 7/1/2004.
This section is similar to former § 7-56-129 as it existed prior to 1996.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 5 - POWERS AND PURPOSES: APPLICATION OF OTHER LAWS (§§ 7-56-501 — 7-56-510) › Section 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.
L. 96: Entire article R&RE, p. 512, § 1, effective July 1. L. 2003: Entire section amended, p. 2229, § 93, effective 7/1/2004.
This section is similar to former §
7-55-115
as it existed in 1996.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 5 - POWERS AND PURPOSES: APPLICATION OF OTHER LAWS (§§ 7-56-501 — 7-56-510) › Section 7-56-510 - Renewable energy cooperatives - powers

(1)
In addition to the powers granted in this article, renewable energy cooperatives may generate electricity from renewable resources or technologies and transmit and sell electricity at wholesale.
(2)
No renewable energy cooperative shall sell electricity at retail or have a certificated territory in the state except as allowed for its own service or pursuant to public utility law or other legal authority.
L. 2004: Entire section added, p. 1122, § 2, effective May 27.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 6 - PROPERTY ENCUMBRANCES, BUSINESS COMBINATIONS, AND PROPERTY SALES (§§ 7-56-601 — 7-56-610) › Section 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.
L. 96: Entire article R&RE, p. 512, § 1, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 6 - PROPERTY ENCUMBRANCES, BUSINESS COMBINATIONS, AND PROPERTY SALES (§§ 7-56-601 — 7-56-610) › Section 7-56-603 - Procedure for consolidation, share or equity capital exchange, conversion, and merger

(1)
A plan for consolidation or share or equity capital exchange must state the following:
(a)
The entity name of each entity planning to consolidate or exchange shares or equity capital and the principal office address of its principal office;
(b)
The entity name of the surviving entity, or of the acquiring entity, and the principal office address of its principal office;
(c)
A statement that the consolidating entities are consolidated with the surviving entity, or that the acquiring entity is acquiring shares or equity capital of the other entities, and the section of this article pursuant to which the consolidation or exchange is effected;
(d)
Any amendments to the articles of the surviving party to be effected by the consolidation or equity capital exchange; and
(e)
With respect to agricultural and other cooperatives exempted from the operation of laws such as the federal and state securities or antitrust laws, any steps necessary to maintain such exemption if the cooperative wishes to maintain such status.
(2)
The plan of consolidation or share or equity capital exchange may state any other provisions relating to the consolidation or share or equity capital exchange.
(2.3)
A plan of conversion shall comply with section
7-90-201.3
.
(2.7)
A plan of merger shall comply with section
7-90-203.3
.
(3)
Nothing in this section shall be deemed to limit the power of a cooperative or other entity to acquire all or part of the shares or equity capital of another cooperative through a voluntary exchange or through an agreement with the members of such other cooperative.
Amended by 2019 Ch. 166, § 64, eff. 7/1/2020.
L. 96: Entire article R&RE, p. 513, § 1, effective July 1. L. 2003: IP(1), (1)(a) to (1)(d), and (2) amended, p. 2230, § 95, effective 7/1/2004. L. 2004: (1)(d) RC&RE, p. 1415, § 53, effective July 1. L. 2007: IP(1), (1)(a), (1)(c), (1)(d), and (2) amended and (2.3) and (2.7) added, p. 220, § 4, effective May 29. L. 2019: IP(1), (1)(c), and (1)(d) amended, (SB 19-086), ch. 1964, p. 1964, § 64, effective 7/1/2020.
This section is similar to former §§ 7-55-112, 7-56-108, 7-56-121, and 7-56-126 as they existed prior to 1996.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 6 - PROPERTY ENCUMBRANCES, BUSINESS COMBINATIONS, AND PROPERTY SALES (§§ 7-56-601 — 7-56-610) › Section 7-56-604.5 - Statement of merger or conversion

(1)
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
. If the plan of merger provides for amendments to the articles of incorporation of the surviving entity, the 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.
(2)
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
.
L. 2004: Entire section added, p. 1415, § 55, effective July 1. L. 2007: Entire section amended, p. 220, § 5, effective May 29.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 6 - PROPERTY ENCUMBRANCES, BUSINESS COMBINATIONS, AND PROPERTY SALES (§§ 7-56-601 — 7-56-610) › Section 7-56-605 - Statement of consolidation or share or equity capital exchange

(1)
(Deleted by amendment, L. 2004, p. 1415, § 56, effective July 1, 2004.)
(2)
After a plan of consolidation or share or equity capital exchange is approved by all necessary action of all parties, the acquiring entity shall deliver to the secretary of state, for filing pursuant to part 3 of article
90
of this title 7, a statement of consolidation or a statement of exchange stating:
(a)
The entity name of each entity that is a party to the consolidation or the shares of which will be acquired and the principal office address of its principal office;
(b)
The entity name of the consolidated or acquiring entity and the principal office address of its principal office; and
(c)
The effective date of the consolidation or share or equity capital exchange.
(c.5) and (d)
(Deleted by amendment, L. 2004, p. 1415, § 56, effective July 1, 2004.)
(3)
The consolidation or share or equity capital exchange shall be effective as provided in section
7-90-304
.
Amended by 2019 Ch. 166, § 65, eff. 7/1/2020.
L. 96: Entire article R&RE, p. 515, § 1, effective July 1. L. 2002: (1), IP(2), and (3) amended, p. 1818, § 27, effective July 1; (1), IP(2), and (3) amended, p. 1683, § 25, effective October 1. L. 2003: IP(2), (2)(c), and (2)(d) amended and (2)(c.5) added, p. 2230, § 97, effective 7/1/2004. L. 2004: Entire section amended, p. 1415, § 56, effective July 1. L. 2019: IP(2) amended, (SB 19-086), ch. 1965, p. 1965, § 65, effective 7/1/2020.
This section is similar to former §§ 7-55-112, 7-56-108, 7-56-121, and 7-56-126 as they existed prior to 1996.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 6 - PROPERTY ENCUMBRANCES, BUSINESS COMBINATIONS, AND PROPERTY SALES (§§ 7-56-601 — 7-56-610) › Section 7-56-606 - Effect of merger, conversion, consolidation, or share or equity capital exchange

(1)
The effect of a merger is determined by section
7-90-204
.
(2)
The effect of a conversion is determined by section
7-90-202
.
(3)
When a consolidation takes effect:
(a)
Each nonsurviving party to the consolidation consolidates into the surviving party, and the separate existence of every party to the consolidation except the surviving party ceases;
(b)
The title to all real estate and other property owned by each nonsurviving party is transferred to and vested in the surviving party without reversion or impairment. Such transfer to and vesting in the surviving party shall be deemed to occur by operation of law, and no consent or approval of any other person shall be required in connection with any such transfer or vesting unless such consent or approval is specifically required in the event of consolidation by law or by express provision in any contract, agreement, decree, order, or other instrument to which any of the parties so consolidated is a party or by which it is bound.
(c)
The surviving party has all liabilities of each party to the consolidation;
(d)
A proceeding pending against any party to the consolidation may be continued as if the consolidation did not occur or the surviving party may be substituted in the proceeding for the party whose existence ceased;
(e)
The articles of the surviving party are amended to the extent provided in the plan of consolidation; and
(f)
The shares of each such party to the consolidation that are to be converted into shares, obligations, or other securities of the surviving or any other party or into money or other property are converted, and the former holders of the shares or equity capital are entitled only to the rights provided in the statement of consolidation.
(4)
When a share or equity capital exchange takes effect, the shares or equity capital of each acquired party are exchanged as provided in the plan, and the former holders of the shares or equity capital are entitled only to the exchange rights provided in the articles of share or equity capital exchange.
L. 96: Entire article R&RE, p. 515, § 1, effective July 1. L. 2004: (1) amended, p. 1416, § 57, effective July 1. L. 2007: Entire section amended, p. 220, § 6, effective May 29.
This section is similar to former §§ 7-55-112, 7-56-108, 7-56-121, and 7-56-126 as they existed prior to 1996.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 6 - PROPERTY ENCUMBRANCES, BUSINESS COMBINATIONS, AND PROPERTY SALES (§§ 7-56-601 — 7-56-610) › Section 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
.
L. 2007: Entire section added, p. 222, § 7, effective May 29.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 6 - PROPERTY ENCUMBRANCES, BUSINESS COMBINATIONS, AND PROPERTY SALES (§§ 7-56-601 — 7-56-610) › Section 7-56-609 - Sale or other disposition of property without member approval

(1)
A cooperative may, on the terms and conditions and for the consideration determined by the board:
(a)
Sell, lease, exchange, or otherwise dispose of any of its property in the usual and regular course of business; except that a sale, lease, exchange, or other disposition of all, or substantially all, of its property shall never be considered to be in the usual and regular course of business;
(b)
Transfer to itself any or all of the property of a domestic or foreign entity when all the voting rights of the transferor are owned, directly or indirectly, by the transferee cooperative.
(2)
Unless otherwise provided in the articles or bylaws, approval by the members of a transaction described in subsection (1) of this section is not required.
L. 96: Entire article R&RE, p. 520, § 1, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 7 - DISSOLUTION (§§ 7-56-701 — 7-56-718) › Subpart 1 - VOLUNTARY DISSOLUTION (§§ 7-56-701 — 7-56-709) › Section 7-56-701 - Authorization of dissolution before issuance of memberships

If a cooperative has not yet issued memberships, a majority of its directors or, if the initial directors designated in the articles have not met or if not designated in the articles have not been elected, a majority of its incorporators, may authorize the dissolution of the cooperative.
L. 96: Entire article R&RE, p. 522, § 1, effective July 1.
This section is similar to former § 7-55-114 as it existed prior to 1996.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 7 - DISSOLUTION (§§ 7-56-701 — 7-56-718) › Subpart 1 - VOLUNTARY DISSOLUTION (§§ 7-56-701 — 7-56-709) › Section 7-56-702 - Authorization of dissolution after issuance of memberships

(1)
After memberships have been issued, dissolution of a cooperative may be authorized in the following manner:
(a)
The board, by a two-thirds majority vote of all its members, shall first adopt a resolution recommending dissolution that conforms to the requirements of paragraph (c) of this subsection (1);
(b)
The board shall submit the resolution adopted pursuant to paragraph (a) of this subsection (1) to the members;
(c)
The resolution adopted pursuant to paragraph (a) of this subsection (1) shall state the reasons why the termination of the affairs of the cooperative is deemed advisable, the time by which it should be accomplished, whether or not the board may revoke dissolution, and the names of three persons and two alternates to act as trustees in liquidation who shall have all the powers of the board to do all things they deem necessary for the efficient distribution of claims to creditors, in liquidation and termination of the affairs of the cooperative, including the sale of all or substantially all of the cooperative's property as they deem necessary if the resolution also provides for a sale of the property. Such trustees and alternates need not be members of the cooperative. Any vacancies in the trusteeship shall be first filled by the designated alternates and then may be filled by such persons as may be designated by the remaining trustees.
(2)
The board may condition the effectiveness of the dissolution on any basis.
(3)
The cooperative shall give notice to each member of the regular or special meeting at which the resolution 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 cooperative. The notice shall contain or be accompanied by a copy of the proposal or a summary thereof, including a description of the proposed distribution of the cooperative's assets and, if voting by mail is permitted, with a mail ballot attached to it.
(4)
The proposal to dissolve shall be approved by a two-thirds majority vote of the members present and voting in person or in any other manner authorized by the cooperative pursuant to section
7-56-305(1)
at a regular or special meeting called for such purpose. A cooperative shall not permit proportional voting to apply to a vote of members on a resolution to dissolve pursuant to this section.
L. 96: Entire article R&RE, p. 522, § 1, effective July 1. L. 98: (1)(a) amended, p. 613, § 7, effective July 1. L. 2007: (3) amended, p. 224, § 10, effective May 29.
This section is similar to former § 7-55-114 as it existed prior to 1996.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 7 - DISSOLUTION (§§ 7-56-701 — 7-56-718) › Subpart 1 - VOLUNTARY DISSOLUTION (§§ 7-56-701 — 7-56-709) › Section 7-56-703 - Articles of dissolution

(1)
At any time after dissolution is authorized, the cooperative may dissolve by delivering to the secretary of state, for filing pursuant to part 3 of article
90
of this title, articles of dissolution stating:
(a)
The domestic entity name of the cooperative;
(b)
The principal office address of the cooperative's principal office; and
(c)
That the cooperative is dissolved.
(d) to (f)
(Deleted by amendment, L. 2004, p. 1418, § 59, effective July 1, 2004.)
(2)
A cooperative is dissolved upon the effective date of its filed articles of dissolution.
(3)
(Deleted by amendment, L. 2003, p. 2232, § 101, effective July 1, 2004.)
L. 96: Entire article R&RE, p. 523, § 1, effective July 1. L. 2002: IP(1) amended, p. 1819, § 29, effective July 1; IP(1) amended, p. 1683, § 27, effective October 1. L. 2003: IP(1), (1)(a), (1)(b), and (3) amended, p. 2232, § 101, effective 7/1/2004. L. 2004: (1) amended, p. 1418, § 59, effective July 1.
This section is similar to former § 7-55-114 as it existed prior to 1996.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 7 - DISSOLUTION (§§ 7-56-701 — 7-56-718) › Subpart 1 - VOLUNTARY DISSOLUTION (§§ 7-56-701 — 7-56-709) › Section 7-56-704 - [Repealed]

L. 96: Entire article R&RE, p. 524, § 1, effective July 1. L. 2002: IP(3) and (4) amended, p. 1819, § 30, effective July 1; IP(3) and (4) amended, p. 1684, § 28, effective October 1. L. 2003: IP(3), (3)(a), and (4) amended and (5) added, p. 2232, § 102, effective 7/1/2004. L. 2004: Entire section repealed, p. 1418, § 60, effective July 1.
This section was similar to former § 7-55-114 as it existed prior to 1996.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 7 - DISSOLUTION (§§ 7-56-701 — 7-56-718) › Subpart 1 - VOLUNTARY DISSOLUTION (§§ 7-56-701 — 7-56-709) › Section 7-56-706 - [Repealed]

L. 96: Entire article R&RE, p. 526, § 1, effective July 1. L. 2006: Entire section repealed, p. 884, § 87, effective July 1.
This section was similar to former § 7-55-114 as it existed prior to 1996.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 7 - DISSOLUTION (§§ 7-56-701 — 7-56-718) › Subpart 1 - VOLUNTARY DISSOLUTION (§§ 7-56-701 — 7-56-709) › Section 7-56-707 - [Repealed]

L. 96: Entire article R&RE, p. 527, § 1, effective July 1. L. 2003: (2)(a) amended, p. 2233, § 103, effective 7/1/2004. L. 2006: Entire section repealed, p. 884, § 87, effective July 1.
This section was similar to former § 7-55-114 as it existed prior to 1996.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 7 - DISSOLUTION (§§ 7-56-701 — 7-56-718) › Subpart 1 - VOLUNTARY DISSOLUTION (§§ 7-56-701 — 7-56-709) › Section 7-56-708 - [Repealed]

L. 96: Entire article R&RE, p. 528, § 1, effective July 1. L. 2006: Entire section repealed, p. 884, § 87, effective July 1.
This section was similar to former § 7-55-114 as it existed prior to 1996.