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 5 - MEMBERS (§§ 7-58-501 — 7-58-517) › Section 7-58-507 - Special meeting of members

(1)
A special meeting of members may be called only:
(a)
As provided in the articles or bylaws;
(b)
By a majority vote of the board of directors on a proposal stating the purpose of the meeting;
(c)
By demand in a record signed by members holding at least twenty percent of the voting power of the persons in any district or class entitled to vote on the matter that is the purpose of the meeting stated in the demand; or
(d)
By demand in a record signed by members holding at least ten percent of the total voting power of all the persons entitled to vote on the matter that is the purpose of the meeting stated in the demand.
(2)
A demand under paragraph (c) or (d) of subsection (1) of this section must be submitted to the officer of the limited cooperative association charged with keeping its records.
(3)
Any voting member may withdraw its demand under paragraph (c) or (d) of subsection (1) of this section before receipt by the limited cooperative association of demands sufficient to require a special meeting of members.
(4)
A special meeting of members may be held inside or outside this state at the place stated in the articles or bylaws or selected by the board of directors not inconsistent with the articles and bylaws.
(5)
Unless the articles or bylaws otherwise provide, members may attend or conduct a special meeting of members through the use of any means of communication if all members attending the meeting can communicate with each other during the meeting.
(6)
Only business within the purpose or purposes stated in the notice of a special meeting of members may be conducted at the meeting.
(7)
Unless the articles or bylaws otherwise provide, the presiding officer of a special meeting of members shall be designated by the board of directors.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 781, § 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 5 - MEMBERS (§§ 7-58-501 — 7-58-517) › Section 7-58-508 - Notice of members meeting

(1)
A limited cooperative association shall notify each member of the time, date, and place of a members meeting at least ten and not more than sixty days before the meeting; except that, if the notice is of a meeting of the members in one or more districts or classes of members, the notice shall be given only to members in those districts or classes.
(2)
Unless this article or the articles otherwise provide, notice of an annual members meeting need not include any purpose of the meeting.
(3)
Notice of a special meeting of members shall include each purpose of the meeting as contained in the demand under section
7-58-507 (1)(c) or (1)(d)
or as voted upon by the board of directors under section
7-58-507 (1)(b)
.
(4)
Notice of a members meeting shall be given in a record unless oral notice is reasonable under the circumstances.
(5)
(a)
Notwithstanding any other provision of this section, whenever notice is required to be given under this section or under any other provision of this article to any member, such notice shall not be required to be given to a member if:
(I)
Notice of two consecutive annual meetings, and all notices of meetings during the period between the two consecutive annual meetings, have been sent to the member at the member's address as shown on the records of the limited cooperative association and have been returned undeliverable; or
(II)
All, but not less than two, payments of distributions during a twelve-month period, or two consecutive payments of distributions during a period of more than twelve months, have been sent to the member at the member's address as shown on the records of the association and have been returned undeliverable.
(b)
If any such member delivers to the association a notice in a record setting forth the member's then-current address, the requirement that notice be given to the member shall be reinstated.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 782, § 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 5 - MEMBERS (§§ 7-58-501 — 7-58-517) › Section 7-58-509 - Waiver of members meeting notice

(1)
A member may waive notice of a members meeting before, during, or after the meeting.
(2)
A member's participation in a members meeting is a waiver of notice of that meeting unless the member objects to the meeting at the beginning of the meeting or promptly upon the member's arrival at the meeting and does not thereafter vote for or assent to action taken at the meeting.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 782, § 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 5 - MEMBERS (§§ 7-58-501 — 7-58-517) › Section 7-58-510 - Quorum of members

Unless the articles or bylaws otherwise require a different number of members or percentage of the voting power, a quorum for conducting business at all meetings of the members consists of five percent of the total number of members or thirty members present at the meeting, whichever is less. Nothing prevents the articles or bylaws from requiring a greater or lesser number or percentage of members, or members of classes, districts, or voting groups as a quorum.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 783, § 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 5 - MEMBERS (§§ 7-58-501 — 7-58-517) › Section 7-58-511 - Voting by patron members

Except as provided by section
7-58-512 (1)
, each patron member has one vote. The articles or bylaws may allocate voting power among patron members as provided in section
7-58-512 (1)
.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 783, § 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 5 - MEMBERS (§§ 7-58-501 — 7-58-517) › Section 7-58-512 - Determination of voting power of patron member

(1)
The articles or bylaws may allocate voting power among patron members on the basis of one or a combination of the following:
(a)
One member, one vote;
(b)
Use or patronage;
(c)
Equity; or
(d)
If a patron member is a cooperative, the number of its patron members.
(2)
If the articles or bylaws allocate voting power on the basis of use or patronage and a member would be denied a vote because the member did not use the limited cooperative association or conduct patronage with it during the period on which the allocation of voting power is determined, the articles or bylaws must provide that the member shall nevertheless be allocated a vote equal to at least the minimum voting power allocated to members who used the association or conducted patronage with it during the period.
(3)
The articles or bylaws may provide for the allocation of patron member voting power by districts or class or any combination thereof.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 783, § 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 5 - MEMBERS (§§ 7-58-501 — 7-58-517) › Section 7-58-513 - Voting by investor members

If the articles or bylaws provide for investor members, each investor member has one vote unless the articles or bylaws otherwise provide. The articles or bylaws may provide for the allocation of investor member voting power by class, classes, or any combination of classes.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 783, § 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 5 - MEMBERS (§§ 7-58-501 — 7-58-517) › Section 7-58-514 - Voting requirements for members

(1)
If a limited cooperative association has both patron and investor members, the following rules apply:
(a)
The total voting power of all patron members must not be less than a majority of the entire voting power entitled to vote.
(b)
Action on any matter is approved only upon the affirmative vote of at least a majority of:
(I)
All members voting at the meeting unless more than a majority is required or permitted by parts 4, 12, 15, and 16 of this article or the articles or bylaws; and
(II)
Votes cast by patron members unless the articles or bylaws require a larger affirmative vote by patron members.
(c)
The articles or bylaws may provide for the percentage of the affirmative votes that must be cast by investor members to approve the matter.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 784, § 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 5 - MEMBERS (§§ 7-58-501 — 7-58-517) › Section 7-58-515 - Manner of voting

(1)
Unless the articles or bylaws otherwise provide, voting by a proxy at a members meeting is prohibited. This subsection (1) does not prohibit delegate voting based on district or class.
(2)
If voting by a proxy is permitted, a patron member may appoint only another patron member as a proxy and, if investor members are permitted, an investor member may appoint only another investor member as a proxy.
(3)
The articles or bylaws may provide for the manner of and provisions governing the appointment of a proxy.
(4)
The articles or bylaws may provide for voting on any question by ballot delivered by mail or voting by other means on questions that are subject to vote by members.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 784, § 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 5 - MEMBERS (§§ 7-58-501 — 7-58-517) › Section 7-58-517 - Districts and delegates - classes of members

(1)
The articles or bylaws may provide for the formation of geographic districts of patron members, the conduct of patron member meetings by districts, the election of directors at the meetings, the election of district delegates to represent and vote for the district at members meetings, or any combination thereof.
(2)
A delegate elected under subsection (1) of this section has one vote unless voting power is otherwise allocated by the articles or bylaws.
(3)
The articles or bylaws may provide for the establishment of classes of members; the preferences, rights, and limitations of the classes; the conduct of members meetings by classes and the election of directors at the meetings; the election of class delegates to represent and vote for the district at members meetings; or any combination thereof.
(4)
A delegate elected under subsection (3) of this section has one vote unless voting power is otherwise allocated by the articles or bylaws.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 786, § 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 6 - MEMBER'S INTEREST IN LIMITED COOPERATIVE ASSOCIATION (§§ 7-58-601 — 7-58-605) › Section 7-58-601 - Member's interest

(1)
A member's interest:
(a)
Is personal property;
(b)
Consists of:
(I)
Governance rights;
(II)
Financial rights; and
(III)
The right or obligation, if any, to do business with the limited cooperative association; and
(c)
May be in certificated or uncertificated form.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 786, § 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 6 - MEMBER'S INTEREST IN LIMITED COOPERATIVE ASSOCIATION (§§ 7-58-601 — 7-58-605) › Section 7-58-602 - Patron and investor members' interests

(1)
Unless the articles or bylaws establish investor members' interests, a member's interest is a patron member's interest.
(2)
Unless the articles or bylaws otherwise provide, if a limited cooperative association has investor members, while a person is a member of the association, the person:
(a)
If admitted as a patron member, remains a patron member;
(b)
If admitted as an investor member, remains an investor member; and
(c)
If admitted as a patron member and investor member, remains a patron and investor member if not dissociated in one of the capacities.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 787, § 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 6 - MEMBER'S INTEREST IN LIMITED COOPERATIVE ASSOCIATION (§§ 7-58-601 — 7-58-605) › Section 7-58-603 - Transferability of member's interest

(1)
Section
7-90-104
applies to this article.
(2)
Unless the articles or bylaws otherwise provide, a member's interest other than financial rights is not transferable.
(3)
Unless a transfer is restricted or prohibited by the articles or bylaws, a member may transfer its financial rights in the limited cooperative association.
(4)
The terms of any restriction on transferability of financial rights must be:
(a)
Set forth in the articles or bylaws and the member records of the association; and
(b)
Conspicuously noted on any certificates evidencing a member's interest.
(5)
A transferee of a member's financial rights, to the extent the rights are transferred, has the right to share in the allocation of profits or losses and to receive the distributions to the member transferring the interest to the same extent as the transferring member.
(6)
A transferee of a member's financial rights does not become a member upon transfer of the rights unless the transferee is admitted as a member by the limited cooperative association.
(7)
A limited cooperative association need not give effect to a transfer under this section until the association has notice of the transfer.
(8)
A transfer of a member's financial rights in violation of a restriction on transfer contained in the articles or bylaws is ineffective as to a person having notice of the restriction at the time of transfer.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 787, § 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 6 - MEMBER'S INTEREST IN LIMITED COOPERATIVE ASSOCIATION (§§ 7-58-601 — 7-58-605) › Section 7-58-604 - Security interest and set-off

(1)
A member or transferee may create an enforceable security interest in its financial rights in a limited cooperative association.
(2)
Unless the articles or bylaws otherwise provide, a member may not create an enforceable security interest in the member's governance rights in, or in the right or obligation, if any, to do business with, a limited cooperative association.
(3)
The articles or bylaws may provide that a limited cooperative association has a security interest in the financial rights of a member to secure payment of any indebtedness or other obligation of the member to the association. A security interest provided for in the articles or bylaws is enforceable under, and governed by, article
9
of title
4
, C.R.S.
(4)
Unless the articles or bylaws otherwise provide, a member may not compel the limited cooperative association to offset financial rights against any indebtedness or obligation owed to the association.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 788, § 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 6 - MEMBER'S INTEREST IN LIMITED COOPERATIVE ASSOCIATION (§§ 7-58-601 — 7-58-605) › Section 7-58-605 - Charging orders for judgment creditor of member or transferee

(1)
On application by a judgment creditor of a member or transferee, a court may enter a charging order against the financial rights of the judgment debtor for the unsatisfied amount of the judgment. A charging order issued under this subsection (1) constitutes a lien on the judgment debtor's financial rights and requires the limited cooperative association to pay over to the creditor or receiver, to the extent necessary to satisfy the judgment, any distribution that would otherwise be paid to the judgment debtor.
(2)
To the extent necessary to effectuate the collection of distributions pursuant to a charging order under subsection (1) of this section, the court may:
(a)
Appoint a receiver of the share of the distributions due or to become due to the judgment debtor under the judgment debtor's financial rights, with the power to make all inquiries the judgment debtor might have made; and
(b)
Make all other orders that the circumstances of the case may require to give effect to the charging order.
(3)
Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the financial rights. The purchaser at the foreclosure sale obtains only the financial rights that are subject to the charging order, does not thereby become a member, and is subject to section
7-58-603
.
(4)
At any time before a sale pursuant to a foreclosure, a member or transferee whose financial rights are subject to a charging order under subsection (1) of this section may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.
(5)
At any time before sale pursuant to a foreclosure, the limited cooperative association or one or more members whose financial rights are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and succeed to the rights of the judgment creditor, including the charging order. Unless the articles or bylaws otherwise provide, the association may act under this subsection (5) only with the consent of all members whose financial rights are not subject to the charging order.
(6)
This article does not deprive any member or transferee of the benefit of any exemption laws applicable to the member's or transferee's financial rights.
(7)
This section provides the exclusive remedy by which a judgment creditor of a member or transferee may satisfy the judgment from the member's or transferee's financial rights.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 788, § 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 7 - MARKETING CONTRACTS (§§ 7-58-701 — 7-58-704) › Section 7-58-701 - Authority

(1)
In this part 7, "marketing contract" means a contract between a limited cooperative association and another person, which person need not be a patron member:
(a)
Requiring the other person to sell, or deliver for sale or marketing on the person's behalf, a specified part of the person's products, commodities, or goods exclusively to or through the association or any facilities furnished by the association; or
(b)
Authorizing the association to act for the person in any manner with respect to the products, commodities, or goods.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 789, § 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 7 - MARKETING CONTRACTS (§§ 7-58-701 — 7-58-704) › Section 7-58-702 - Marketing contracts

(1)
If a marketing contract provides for the sale of products, commodities, or goods to a limited cooperative association, the sale transfers title to the association upon delivery or at any other specific time expressly provided by the contract.
(2)
A marketing contract may:
(a)
Authorize a limited cooperative association to create an enforceable security interest in the products, commodities, or goods delivered; and
(b)
Allow the association to sell the products, commodities, or goods delivered and pay the sales price on a pooled or other basis after deducting selling costs, processing costs, overhead, expenses, and other charges.
(3)
Some or all of the provisions of a marketing contract between a patron member and a limited cooperative association may be contained in the articles or bylaws.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 789, § 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 7 - MARKETING CONTRACTS (§§ 7-58-701 — 7-58-704) › Section 7-58-703 - Duration of marketing contract

The initial duration of a marketing contract may not exceed ten years, but the contract may be self-renewing for additional periods not exceeding five years each. Unless the contract provides for another manner or time for termination, either party may terminate the contract by giving notice in a record at least ninety days before the end of the current term.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 790, § 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 7 - MARKETING CONTRACTS (§§ 7-58-701 — 7-58-704) › Section 7-58-704 - Remedies for breach of contract

(1)
Damages to be paid to a limited cooperative association for breach or anticipatory repudiation of a marketing contract may be liquidated, but only at an amount or under a formula that is reasonable in light of the actual or anticipated harm caused by the breach or repudiation. A provision that so provides is not a penalty.
(2)
Upon a breach of a marketing contract, whether by anticipatory repudiation or otherwise, a limited cooperative association may seek:
(a)
An injunction to prevent further breach; and
(b)
Specific performance.
(3)
The remedies in this section are in addition to any other remedies available to an association under law other than this part 7.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 790, § 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 8 - DIRECTORS AND OFFICERS (§§ 7-58-801 — 7-58-823) › Section 7-58-801 - Board of directors

(1)
A limited cooperative association must have a board of directors of at least three individuals unless the association has fewer than three members. If the association has fewer than three members, the number of directors may not be fewer than the number of members.
(2)
The affairs of a limited cooperative association must be managed by, or under the direction of, the board of directors. The board may adopt policies and procedures that do not conflict with the articles, bylaws, or this article.
(3)
An individual is not an agent for a limited cooperative association solely by being a director.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 790, § 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 8 - DIRECTORS AND OFFICERS (§§ 7-58-801 — 7-58-823) › Section 7-58-802 - No liability as director for limited cooperative association's obligations

A debt, obligation, or other liability of a limited cooperative association is solely that of the association and is not a debt, obligation, or liability of a director solely by reason of being a director. An individual is not personally liable, directly or indirectly, for an obligation of an association solely by reason of being a director.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 791, § 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 8 - DIRECTORS AND OFFICERS (§§ 7-58-801 — 7-58-823) › Section 7-58-803 - Qualifications of directors

(1)
Unless the articles or bylaws otherwise provide, and subject to subsection (3) of this section, each director of a limited cooperative association must be an individual who is a member of the association or an individual who is designated by a member that is not an individual for purposes of qualifying and serving as a director; except that initial directors need not be members or designees of a member. A director must be at least eighteen years of age.
(2)
Unless the articles or bylaws otherwise provide, a director may be an officer or employee of the limited cooperative association.
(3)
If the articles or bylaws provide for nonmember directors, the number of nonmember directors may not exceed:
(a)
One, if there are two to four directors;
(b)
Two, if there are five to eight directors; or
(c)
One-third of the total number of directors if there are at least nine directors.
(4)
The articles or bylaws may provide qualifications for directors in addition to those in this section.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 791, § 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 8 - DIRECTORS AND OFFICERS (§§ 7-58-801 — 7-58-823) › Section 7-58-804 - Election of directors and composition of board

(1)
Unless the articles or bylaws require a greater number:
(a)
The number of directors that must be patron members may not be fewer than:
(I)
One, if there are two or three directors;
(II)
Two, if there are four or five directors;
(III)
Three, if there are six to eight directors; or
(IV)
One-third of the directors if there are at least nine directors; and
(b)
A majority of the board of directors must be elected exclusively by patron members.
(2)
Unless the articles or bylaws otherwise provide, if a limited cooperative association has investor members, directors who are investor members and who are not elected exclusively by patron members must be elected by the investor members.
(3)
Unless the articles or bylaws otherwise provide, all nonmember directors, if any, must be elected by the patron members and the investor members.
(4)
Subject to subsection (1) of this section, the articles or bylaws may provide for the election of all or a specified number of directors by one or more districts or classes of members.
(5)
Subject to subsection (1) of this section, the articles or bylaws may provide for the nomination or election of directors by districts or classes, directly or by district delegates.
(6)
If a class of members consists of a single member, the articles or bylaws may provide for the member to appoint a director or directors.
(7)
Unless the articles or bylaws otherwise provide, cumulative voting for directors is prohibited.
(8)
Except as otherwise provided by the articles, bylaws, subsection (6) of this section, or section
7-58-303
,
7-58-516
,
7-58-517
, or
7-58-809
, member directors must be elected at an annual members meeting.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 791, § 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 8 - DIRECTORS AND OFFICERS (§§ 7-58-801 — 7-58-823) › Section 7-58-805 - Term of director

(1)
Unless the articles or bylaws otherwise provide, and subject to subsections (3) and (4) of this section and section
7-58-304 (4)
, the term of a director expires at the annual members meeting following the director's election or appointment.
(2)
Unless the articles or bylaws otherwise provide, a director may be reelected.
(3)
Except as otherwise provided in subsection (4) of this section, a director continues to serve until a successor director is elected or appointed and qualifies or the director is removed, resigns, is adjudged incompetent, or dies.
(4)
Unless the articles or bylaws otherwise provide, a director shall not serve the remainder of the director's term if the director ceases to qualify to be a director.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 792, § 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 8 - DIRECTORS AND OFFICERS (§§ 7-58-801 — 7-58-823) › Section 7-58-806 - Resignation of director

A director may resign at any time by giving notice in a record to the limited cooperative association. Unless the notice states a later effective date, a resignation is effective when the notice is received by the association.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 792, § 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 8 - DIRECTORS AND OFFICERS (§§ 7-58-801 — 7-58-823) › Section 7-58-807 - Removal of director

(1)
Unless the articles or bylaws otherwise provide:
(a)
Members may remove a director with or without cause.
(b)
A member or members holding at least ten percent of the total voting power entitled to be voted in the election of a director may demand removal of the director by one or more signed petitions submitted to the officer of the limited cooperative association charged with keeping its records.
(c)
Upon receipt of a petition for removal of a director, an officer of the association or the board of directors shall:
(I)
Call a special meeting of members to be held not later than ninety days after receipt of the petition by the association; and
(II)
Mail or otherwise transmit or deliver in a record to the members entitled to vote on the removal, and to the director to be removed, notice of the meeting that complies with section
7-58-508
.
(d)
A director is removed if the votes in favor of removal are equal to or greater than the votes required to elect the director.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 792, § 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 8 - DIRECTORS AND OFFICERS (§§ 7-58-801 — 7-58-823) › Section 7-58-808 - Suspension of director by board

(1)
A board of directors may suspend a director if, considering the director's course of conduct and the inadequacy of other available remedies, immediate suspension is necessary for the best interests of the association and the director is engaging, or has engaged, in:
(a)
Fraudulent conduct with respect to the association or its members;
(b)
Gross abuse of the position of director;
(c)
Intentional or reckless infliction of harm on the association; or
(d)
Any other behavior, act, or omission as provided by the articles or bylaws.
(2)
A suspension under subsection (1) of this section is effective for a period determined by the board of directors, not to exceed sixty days, unless, before the end of the suspension period, the board calls and gives notice of a special meeting of members for removal of the director, in which case the suspension is effective until the earlier of adjournment of the members meeting or removal of the director.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 793, § 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 8 - DIRECTORS AND OFFICERS (§§ 7-58-801 — 7-58-823) › Section 7-58-809 - Vacancy on board

(1)
Unless the articles or bylaws otherwise provide, a vacancy on the board of directors must be filled:
(a)
Within a reasonable time by majority vote of the remaining directors, until the next annual members meeting or a special meeting of members is called to fill the vacancy; and
(b)
For the balance of the unexpired term by members at the next annual members meeting or a special meeting of members called to fill the vacancy.
(2)
Unless the articles or bylaws otherwise provide, if a vacating director was elected or appointed by a class of members or a district:
(a)
The new director must be of that class or district; and
(b)
The selection of the director for the unexpired term must be conducted in the same manner as would the selection for that position without a vacancy.
(3)
If a member appointed a vacating director, the articles or bylaws may provide for that member to appoint a director to fill the vacancy.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 793, § 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 8 - DIRECTORS AND OFFICERS (§§ 7-58-801 — 7-58-823) › Section 7-58-810 - Remuneration of directors

Unless the articles or bylaws otherwise provide, the board of directors may set the remuneration of directors and of nondirector committee members appointed under section
7-58-817 (1)
.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 794, § 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 8 - DIRECTORS AND OFFICERS (§§ 7-58-801 — 7-58-823) › Section 7-58-811 - Meetings

(1)
A board of directors shall meet at least annually and may hold meetings inside or outside this state.
(2)
Unless the articles or bylaws otherwise provide, a board of directors may permit directors to attend or conduct board meetings through the use of any means of communication if all directors attending the meeting can communicate with each other during the meeting.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 794, § 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 8 - DIRECTORS AND OFFICERS (§§ 7-58-801 — 7-58-823) › Section 7-58-812 - Action without meeting

(1)
Unless prohibited by the articles or bylaws, any action that may be taken by a board of directors may be taken without a meeting if each director consents in a record to the action.
(2)
Consent under subsection (1) of this section may be withdrawn by a director in a record at any time before the limited cooperative association receives consent from all directors.
(3)
A record of consent for any action under subsection (1) of this section may specify the effective date or time of the action.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 794, § 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 8 - DIRECTORS AND OFFICERS (§§ 7-58-801 — 7-58-823) › Section 7-58-813 - Meetings - notice

(1)
Unless the articles or bylaws otherwise provide, a board of directors may establish a time, date, and place for regular board meetings, and notice of the time, date, place, or purpose of those meetings is not required.
(2)
Unless the articles or bylaws otherwise provide, notice of the time, date, and place of a special meeting of a board of directors must be given to all directors at least three days before the meeting, the notice must contain a statement of the purpose of the meeting, and the meeting is limited to the matters contained in the statement.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 794, § 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 8 - DIRECTORS AND OFFICERS (§§ 7-58-801 — 7-58-823) › Section 7-58-814 - Waiver of notice of meeting

(1)
Unless the articles or bylaws otherwise provide, a director may waive any required notice of a meeting of the board of directors in a record before, during, or after the meeting.
(2)
Unless the articles or bylaws otherwise provide, a director's participation in a meeting is a waiver of notice of that meeting unless:
(a)
The director objects to the meeting at the beginning of the meeting or promptly upon the director's arrival at the meeting and does not thereafter vote in favor of or otherwise assent to the action taken at the meeting; or
(b)
The director promptly objects upon the introduction of any matter for which notice under section
7-58-813
is required and has not been given and does not thereafter vote in favor of or otherwise assent to the action taken on the matter.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 795, § 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 8 - DIRECTORS AND OFFICERS (§§ 7-58-801 — 7-58-823) › Section 7-58-815 - Quorum

(1)
Unless the articles or bylaws provide for a greater number, a majority of the total number of directors specified by the articles or bylaws constitutes a quorum for a meeting of the directors.
(2)
If a quorum of the board of directors is present at the beginning of a meeting, any action taken by the directors present is valid even if withdrawal of directors originally present results in the number of directors being fewer than the number required for a quorum.
(3)
A director present at a meeting but objecting to notice under section
7-58-814 (2)
does not count toward a quorum.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 795, § 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 8 - DIRECTORS AND OFFICERS (§§ 7-58-801 — 7-58-823) › Section 7-58-816 - Voting

(1)
Each director has one vote for purposes of decisions made by the board of directors.
(2)
Unless the articles or bylaws otherwise provide, the affirmative vote of a majority of directors present at a meeting is required for action by the board of directors.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 795, § 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 8 - DIRECTORS AND OFFICERS (§§ 7-58-801 — 7-58-823) › Section 7-58-817 - Committees

(1)
Unless the articles or bylaws otherwise provide, a board of directors may create one or more committees and appoint one or more individuals to serve on a committee.
(2)
Unless the articles or bylaws otherwise provide, an individual appointed to serve on a committee of a limited cooperative association need not be a director or member.
(3)
An individual who is not a director and is serving on a committee has, with respect to the subject matter of the committee, the same rights, duties, and obligations as a director serving on the committee.
(4)
Unless the articles or bylaws otherwise provide, and subject to the oversight responsibility of the board of directors, each committee of a limited cooperative association may exercise the powers delegated to it by the board of directors, but a committee may not:
(a)
Approve allocations or distributions except according to a formula or method prescribed by the board of directors;
(b)
Approve or propose to members action requiring approval of members; or
(c)
Fill vacancies on the board of directors or any of its committees.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 795, § 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 8 - DIRECTORS AND OFFICERS (§§ 7-58-801 — 7-58-823) › Section 7-58-818 - Standards of conduct and liability

(1)
Except as otherwise provided in section
7-58-820
:
(a)
The discharge of the duties of a director or member of a committee of the board of directors is governed by the law applicable to directors of entities organized under the "Colorado Business Corporation Act", articles
101
to 117 of this title; and
(b)
The liability of a director or member of a committee of the board of directors is governed by the law applicable to directors of entities organized under the "Colorado Business Corporation Act", articles 101 to
117
of this title.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 796, § 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 8 - DIRECTORS AND OFFICERS (§§ 7-58-801 — 7-58-823) › Section 7-58-819 - Conflict of interest

(1)
The law applicable to conflicts of interest relating to a director of an entity organized under the "Colorado Business Corporation Act", articles
101
to
117
of this title, governs conflicts of interest relating to a limited cooperative association and a director.
(2)
A director does not have a conflict of interest under this article or the articles and bylaws solely because the director's conduct relating to the duties of the director may further the director's own interest.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 796, § 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 8 - DIRECTORS AND OFFICERS (§§ 7-58-801 — 7-58-823) › Section 7-58-820 - Other considerations of directors

(1)
Unless the articles otherwise provide, in considering the best interests of a limited cooperative association, a director of the association in discharging the duties of director, in conjunction with considering the long- and short-term interest of the association and its members, may consider:
(a)
The interest of employees, customers, and suppliers of the association;
(b)
The interest of the community in which the association operates; and
(c)
Other cooperative principles and values that may be applied in the context of the decision.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 796, § 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 8 - DIRECTORS AND OFFICERS (§§ 7-58-801 — 7-58-823) › Section 7-58-821 - Right of director or committee member to information

A director or a member of a committee appointed under section
7-58-817
may obtain, inspect, and copy all information regarding the state of activities and financial condition of the limited cooperative association and other information regarding the activities of the association if the information is reasonably related to the performance of the director's duties as director or the committee member's duties as a member of the committee. Information obtained in accordance with this section may not be used by a director or a committee member in any manner that would violate any duty of or to the association.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 796, § 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 8 - DIRECTORS AND OFFICERS (§§ 7-58-801 — 7-58-823) › Section 7-58-822 - Appointment and authority of officers

(1)
A limited cooperative association has the officers:
(a)
Provided in the articles or bylaws; or
(b)
Established by the board of directors in a manner not inconsistent with the articles and bylaws.
(2)
The articles or bylaws may designate or, if the articles or bylaws do not designate, the board of directors shall designate, one of the association's officers for preparing all records required by section
7-58-112
and for the authentication of records.
(3)
Unless the articles or bylaws otherwise provide, the board of directors shall appoint the officers of the limited cooperative association.
(4)
Officers of a limited cooperative association shall perform the duties the articles and bylaws prescribe or as authorized by the board of directors in a manner not inconsistent with the articles and bylaws.
(5)
The election or appointment of an officer of a limited cooperative association does not of itself create a contract between the association and the officer.
(6)
Unless the articles or bylaws otherwise provide, an individual may simultaneously hold more than one office in a limited cooperative association.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 797, § 1, effective 4/2/2012.