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Home » US Law » 2022 Colorado Code » Title 7 - Corporations and Associations » Article 55 - Cooperatives - General

§ 7-55-101. Cooperative Association Defined

The terms “cooperative association” and “association” include any cooperative organization, association, company, or corporation formed under this article and may be further defined as follows: The distribution of its earnings is made wholly or in part on the basis of, or in proportion to, the amount of property bought from or sold to members, or […]

§ 7-55-102. Articles of Incorporation – Filing

Five persons or more, except as specified elsewhere in this article, a majority of whom are residents of Colorado, may be associated and incorporated pursuant to this article for the cooperative transaction of any lawful business, except banking. Persons desiring to avail themselves of the provisions of this article shall deliver to the secretary of […]

§ 7-55-103. Bylaws

Each association formed under this article shall, within thirty days after filing its articles of incorporation with the secretary of state, adopt bylaws for the government and management of its affairs that are not inconsistent with this article. Such bylaws may be amended or modified in such manner as the bylaws may provide. Such bylaws […]

§ 7-55-104. Board of Directors

The board of directors of a cooperative association shall be stockholders or members of such association or the representatives duly authorized in writing of a legal entity which is a stockholder or member of said cooperative association; except that the articles of incorporation and bylaws may permit the election of any number of directors, less […]

§ 7-55-105. Election of Officers

The officers of an association formed under this article shall consist of a president, one or more vice-presidents as may be prescribed by the bylaws, a secretary, and a treasurer, each of whom shall be elected by the board of directors at such time and in such manner as may be prescribed by the bylaws, […]

§ 7-55-106. Power of Directors

A majority of the board of directors of a cooperative association has full power or authority to authorize the execution and delivery of mortgages or deeds of trust upon, or the pledging of or encumbering of any or all of the property, assets, licenses, franchises, and permits or other things of value of, such association […]

§ 7-55-107. Powers

Every cooperative association has the power: To have succession by its domestic entity name; To sue and be sued and to complain and defend in courts of law and equity; To make and use a common seal, and alter the same at its pleasure; To hold such real and personal property as may be necessary […]

§ 7-55-108. Application of Powers

The powers enumerated in section 7-55-107 shall vest in every cooperative association in this state except those formed under or subject to article 56 of this title, although such powers may not be stated in its charter or in its articles of incorporation. Source: L. 73: R&RE, p. 431, § 1. C.R.S. 1963: § 30-1-8. […]

§ 7-55-109. Amendment of Articles

The articles of incorporation of a cooperative association or corporation may be amended at any regular or special meeting of the stockholders or members of such association. The proposed amendment must be first approved by a two-thirds majority of the directors. The notice of such meeting shall state or have attached thereto the proposed amendment […]

§ 7-55-110. Vote of Stockholders or Members

Stockholders or members of a cooperative association may vote either in person or by mail as provided in the bylaws. Proxy or cumulative voting shall be prohibited except as permitted by the articles of incorporation and the bylaws of organizations incorporated prior to July 6, 1973. Source: L. 73: R&RE, p. 431, § 1. C.R.S. […]

§ 7-55-112. Merger, Conversion, or Consolidation

Two or more corporations formed under articles 30 to 55 or subject to articles 121 to 137 or articles 101 to 117 of this title, or a similar law of any jurisdiction, may be merged or consolidated as a cooperative association, or any cooperative association may convert into any form of entity permitted by section […]

§ 7-55-113. Adoption of Provisions of This Article

Every cooperative association, as defined in section 7-55-101 or formed or incorporated under any repealed Colorado statute pertaining to cooperative associations, except corporations or associations formed or incorporated under or subject to article 56 of this title, shall be conclusively presumed to have accepted and adopted the provisions of this article and shall be governed […]

§ 7-55-114. Dissolution of Association

Any association formed under this article may be dissolved and its affairs terminated voluntarily by a two-thirds majority vote of the members present and voting in person or by mail ballot at a regular or special meeting, if the meeting notice, with a mail ballot attached, stated that dissolution would be discussed; except that cooperative […]

§ 7-55-115. Exemption From Securities Laws

Any security, patronage refund, per unit retain certificate, or evidence of membership issued or sold by a cooperative association as an investment in its stock or capital to the members of a cooperative association formed under this article or a similar law of any other state and authorized to transact business or conduct activities in […]

§ 7-55-116. Application of Corporation Laws

The provisions of articles 30 to 52, 101 to 117, and 121 to 137 of this title and all powers and rights thereunder shall apply to the associations organized under this article, except where such provisions are in conflict with or inconsistent with an express provision of this article. Source: L. 73: R&RE, p. 433, […]

§ 7-55-117. Associations Not in Restraint of Trade

No association formed under this article shall be deemed to be in restraint of trade or an illegal monopoly, or an attempt to lessen competition or to fix prices, nor shall the membership agreements or marketing contracts between the association and its members be illegal or in unlawful restraint of trade, or in any combination […]

§ 7-55-118. Associations of Other Jurisdictions

Any cooperative corporation or association formed under generally similar law of another jurisdiction may carry on any proper activities, operations, and functions in this state upon compliance with part 8 of article 90 of this title, with all rights of cooperative associations formed pursuant to this article. Source: L. 73: R&RE, p. 433, § 1. […]

§ 7-55-119. Quorum

A quorum for the election of directors, amending of the articles of incorporation, and conducting normal business at all meetings of the stockholders or members shall be five percent of the stockholders or members or fifty members or stockholders present in person, whichever is less. Nothing shall prevent the articles of incorporation or the bylaws […]