Colorado § 7-56-901 - Application to existing cooperatives.

§ 7-56-901. Application to existing cooperatives.

(1) A domestic corporation, association, or cooperative formed under this article before July 1, 1996, shall be governed by the provisions of this article.

(2) A cooperative formed under article 57 of this title before July 1, 1996, until it elects to be governed by the provisions of this article pursuant to section 7-56-205, shall be deemed to have been formed under, and shall be governed by, the provisions of article 55 of this title as in effect immediately prior to July 1, 1996.

Source: L. 96: Entire article R&RE, p. 542, § 1, effective July 1. L. 2003: (2) amended, p. 2236, § 111, effective July 1, 2004.

ARTICLE 57

Agricultural and Livestock Associations

7-57-101 to 7-57-106. (Repealed)

Source: L. 96: Entire article repealed, p. 543, § 2, effective July 1.

Editor's note: (1) This article was numbered as article 4 of chapter 30, C.R.S. 1963. For amendments to this article prior to its repeal in 1996, consult the Colorado statutory research explanatory note and the table itemizing the replacement volumes and supplements to the original volume of C.R.S. 1973 beginning on page vii in the front of this volume.

(2) Section 7-56-901 (2) of the "Colorado Cooperative Act" provides that cooperatives organized under this article prior to its repeal on July 1, 1996, shall be deemed to be organized under article 55 of this title until the cooperative elects to be governed by the "Colorado Cooperative Act", article 56 of this title.

ARTICLE 58

Uniform Limited Cooperative Association Act

PART 1

GENERAL PROVISIONS

7-58-101. Short title.

7-58-102. Definitions.

7-58-103. Reservation of power to amend or repeal.

7-58-104. Nature of limited cooperative association.

7-58-105. Purpose of limited cooperative association.

7-58-106. Powers.

7-58-107. Governing law.

7-58-108. Supplemental principles of law.

7-58-109. Requirements of other laws.

7-58-110. Relation to restraint of trade and antitrust law.

7-58-111. Name.

7-58-112. Required information.

7-58-113. Business transactions of member with limited cooperative association.

7-58-114. Dual capacity.

PART 2

REGISTERED AGENTS, FILING, ANNUAL REPORTS, AND STATEMENT OF FOREIGN ENTITY AUTHORITY

7-58-201. Limited cooperative associations - registered agents - service of process - annual reports.

7-58-202. Foreign entity authority.

PART 3

FORMATION AND INITIAL ARTICLES OF LIMITED COOPERATIVE ASSOCIATION - BYLAWS

7-58-301. Organizers.

7-58-302. Formation of limited cooperative association.

7-58-303. Articles.

7-58-304. Organization of limited cooperative association.

7-58-305. Bylaws.

7-58-306. Required provision for members' contributions.

PART 4

AMENDMENT OF ARTICLES AND BYLAWS OF LIMITED COOPERATIVE ASSOCIATIONS

7-58-401. Authority to amend articles and bylaws.

7-58-402. Notice and action on amendment of articles and bylaws.

7-58-403. Method of voting on amendment of articles and bylaws.

7-58-404. Voting by district, class, or voting group.

7-58-405. Approval of amendment.

7-58-406. Restated articles.

7-58-407. Amendment of articles - filing.

PART 5

MEMBERS

7-58-501. Members.

7-58-502. Becoming a member.

7-58-503. No power as member to bind association.

7-58-504. No liability as member for association's obligations.

7-58-505. Right of member and former member to information.

7-58-506. Annual meeting of members.

7-58-507. Special meeting of members.

7-58-508. Notice of members meeting.

7-58-509. Waiver of members meeting notice.

7-58-510. Quorum of members.

7-58-511. Voting by patron members.

7-58-512. Determination of voting power of patron member.

7-58-513. Voting by investor members.

7-58-514. Voting requirements for members.

7-58-515. Manner of voting.

7-58-516. Action without a meeting.

7-58-517. Districts and delegates - classes of members.

PART 6

MEMBER'S INTEREST IN LIMITED COOPERATIVE ASSOCIATION

7-58-601. Member's interest.

7-58-602. Patron and investor members' interests.

7-58-603. Transferability of member's interest.

7-58-604. Security interest and set-off.

7-58-605. Charging orders for judgment creditor of member or transferee.

PART 7

MARKETING CONTRACTS

7-58-701. Authority.

7-58-702. Marketing contracts.

7-58-703. Duration of marketing contract.

7-58-704. Remedies for breach of contract.

PART 8

DIRECTORS AND OFFICERS

7-58-801. Board of directors.

7-58-802. No liability as director for limited cooperative association's obligations.

7-58-803. Qualifications of directors.

7-58-804. Election of directors and composition of board.

7-58-805. Term of director.

7-58-806. Resignation of director.

7-58-807. Removal of director.

7-58-808. Suspension of director by board.

7-58-809. Vacancy on board.

7-58-810. Remuneration of directors.

7-58-811. Meetings.

7-58-812. Action without meeting.

7-58-813. Meetings - notice.

7-58-814. Waiver of notice of meeting.

7-58-815. Quorum.

7-58-816. Voting.

7-58-817. Committees.

7-58-818. Standards of conduct and liability.

7-58-819. Conflict of interest.

7-58-820. Other considerations of directors.

7-58-821. Right of director or committee member to information.

7-58-822. Appointment and authority of officers.

7-58-823. Resignation and removal of officers.

PART 9

INDEMNIFICATION

7-58-901. Indemnification.

PART 10

CONTRIBUTIONS, ALLOCATIONS, AND DISTRIBUTIONS

7-58-1001. Members' contributions.

7-58-1002. Contribution and valuation.

7-58-1003. Contribution agreements.

7-58-1004. Allocations of profits and losses.

7-58-1005. Distributions.

7-58-1006. Redemption or repurchase.

7-58-1007. Limitation on distributions.

7-58-1008. Liability for improper distributions - limitation of action.

7-58-1009. Relation to state securities law.

7-58-1010. Alternative distribution of unclaimed property, distributions, redemptions, or payments.

PART 11

DISSOCIATION

7-58-1101. Member's dissociation.

7-58-1102. Effect of dissociation as member.

7-58-1103. Power of estate of member.

PART 12

DISSOLUTION

7-58-1201. Dissolution - winding up.

7-58-1202. Voluntary dissolution.

7-58-1203. Judicial dissolution - grounds.

7-58-1204. Judicial dissolution - procedure.

7-58-1205. Voluntary dissolution before commencement of activity.

7-58-1206. Voluntary dissolution by the board and members.

7-58-1207. Winding up.

7-58-1208. Distribution of assets in winding up.

7-58-1209. Court proceeding.

7-58-1210. Statement of dissolution.

PART 13

ACTION BY MEMBER

7-58-1301. Derivative action.

7-58-1302. Proper plaintiff.

7-58-1303. Pleading.

7-58-1304. Approval for discontinuance or settlement.

7-58-1305. Proceeds and expenses.

7-58-1306. Applicability of derivative proceeding to foreign limited cooperative associations.

PART 14

FOREIGN COOPERATIVES

7-58-1401. Authority to transact business or conduct activities required.

7-58-1402. Registered agent - service of process.

PART 15

DISPOSITION OF ASSETS

7-58-1501. Disposition of assets not requiring member approval.

7-58-1502. Member approval of other disposition or encumbrance of assets.

7-58-1503. Notice and action on disposition or encumbrance of assets.

7-58-1504. Disposition or encumbrance of assets.

PART 16

CONVERSION AND MERGER

7-58-1601. Definitions.

7-58-1602. Conversion.

7-58-1603. Action on plan of conversion by converting limited cooperative association.

7-58-1604. Merger.

7-58-1605. Notice and action on plan of merger by constituent limited cooperative association.

7-58-1606. Approval or abandonment of merger by members.

7-58-1607. Merger of parent and subsidiary.

7-58-1608. Filings required for conversion or merger.

7-58-1609. Effect of conversion or merger.

7-58-1610. Consolidation.

7-58-1611. Part not exclusive.

PART 17

MISCELLANEOUS PROVISIONS

7-58-1701. Uniformity of application and construction.

7-58-1702. Relation to electronic signatures in global and national commerce act.

7-58-1703. Saving clause.

7-58-1704. Effective date.

PART 1

GENERAL PROVISIONS