C.R.S. Section 7-56-208
Bylaws


(1)

The initial board of each cooperative formed under this article shall, within thirty days after the articles become effective, adopt bylaws for the government and management of its affairs that are not inconsistent with law or the articles of the cooperative. Such bylaws may be amended or modified in such manner as the bylaws may provide. If the bylaws do not provide a manner for their amendment, the bylaws may be amended at any time upon a 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, the notice of which meeting shall have stated that consideration would be given at the meeting to amending the bylaws and stating the proposed amendment or amendments.

(2)

The bylaws of the cooperative shall prohibit the transfer of the voting common stock or membership in the cooperative to persons not eligible to be a member of the cooperative and, if the cooperative issues certificates of common stock or of membership, the restrictions must be printed upon every certificate of stock or certificate of membership subject to the restrictions. At the election of the cooperative, the restrictions may also be included in the articles.

(3)

If not stated in the articles, the bylaws of the cooperative shall include:

(a)

The qualifications for membership, manner of succession, and conditions for suspension, withdrawal, or expulsion;

(b)

The amount of any membership fee or capital subscription required by the cooperative to become a member, conditions of membership, and procedures for acquiring and repayment of membership capital;

(c)

Any limitations on dividends on stock or interest on equity capital;

(d)

The time, place, and manner of conducting or determining membership meetings of the cooperative which shall be at least annually;

(e)

The number, terms, and time of the election of directors, or the manner for determining the same;

(f)

The number of directors that shall constitute a quorum for a meeting of the board, which must be at least a majority;

(g)

The number, terms, and titles of officers, their authority and duties as well as the manner of election or appointment, the filling of vacancies, or removal of officers; and

(h)

A requirement that the cooperative’s business shall be conducted on a cooperative basis for the mutual benefit of the cooperative’s members.

(4)

In addition to the provisions set forth in subsection (3) of this section, the bylaws may include:

(a)

The time, place, and manner of conducting its meetings;

(b)

The mode and manner of removal of directors and the mode and manner of filling vacancies on the board caused by death, resignation, or removal;

(c)

The compensation of directors and officers or the manner for determining compensation;

(d)

The mode and manner of conducting business;

(e)

The mode and manner of conducting elections and provisions for voting by ballots forwarded by mail or otherwise;

(f)

The manner of assignment and transfer of interests in the cooperative;

(g)

The manner of collection and enforcement for member nonpayment or nonperformance, including forfeiture of property rights and interests;

(h)

The method of determination of property rights and interests in the cooperative and the value thereof;

(i)

Methods and procedures for acquiring and returning equity capital to members and other patrons of the cooperative;

(j)

Procedures pursuant to section 7-56-501 (1)(q) for the handling of unclaimed equity capital and other funds declared payable by the cooperative and unclaimed by the holder; and

(k)

Such other things as may be proper to carry out the purpose for which the cooperative was formed or the governance of the cooperative.

Source: Section 7-56-208 — Bylaws, https://leg.­colorado.­gov/sites/default/files/images/olls/crs2023-title-07.­pdf (accessed Oct. 20, 2023).

7‑56‑101
Short title
7‑56‑102
Legislative declaration
7‑56‑103
Definitions
7‑56‑104
Filings by the secretary of state
7‑56‑106
Periodic and other reports
7‑56‑107
Cooperative records
7‑56‑201
Articles of incorporation
7‑56‑202
Amendment of articles
7‑56‑203
Restated articles
7‑56‑204
Cooperatives desiring to relinquish provisions of this article
7‑56‑205
Entities formed under other law but subject to this article
7‑56‑208
Bylaws
7‑56‑209
Agricultural marketing cooperatives
7‑56‑210
Renewable energy cooperatives
7‑56‑301
Members
7‑56‑302
Member meetings - how called - notice
7‑56‑303
Members’ list for meeting
7‑56‑304
Quorum
7‑56‑305
Member voting
7‑56‑306
Reserves, distributions, and patronage refunds
7‑56‑307
Inspection of cooperative records by member
7‑56‑308
Scope of member’s inspection right
7‑56‑309
Court-ordered inspection
7‑56‑401
Directors - elections - remuneration - vacancy
7‑56‑402
Officers - titles - election - duties and authority - removal
7‑56‑403
Procedures for meetings of the board of directors
7‑56‑404
Removal of director by the membership or the board
7‑56‑405
Removal of director by judicial proceeding
7‑56‑406
Indemnification and personal liability of directors, officers, employees, and agents
7‑56‑407
Persons to be bonded
7‑56‑409
Registered agent - service of process
7‑56‑501
Powers
7‑56‑502
Marketing or purchasing contracts
7‑56‑503
Remedies for breach of marketing or purchasing contract
7‑56‑504
Inducing breach of marketing or purchasing contract
7‑56‑505
Purchases of property or other interests
7‑56‑506
Warehouse receipts - interest in warehouse entities
7‑56‑507
Application of other laws
7‑56‑508
Cooperatives not in restraint of trade
7‑56‑509
Exemption from securities laws
7‑56‑510
Renewable energy cooperatives - powers
7‑56‑601
Encumbering property
7‑56‑602
Merger, conversion, or consolidation or share or equity capital exchange
7‑56‑603
Procedure for consolidation, share or equity capital exchange, conversion, and merger
7‑56‑604
Merger of parent and subsidiary
7‑56‑604.5
Statement of merger or conversion
7‑56‑605
Statement of consolidation or share or equity capital exchange
7‑56‑606
Effect of merger, conversion, consolidation, or share or equity capital exchange
7‑56‑606.5
Merger with foreign entity
7‑56‑607
Consolidation or share or equity capital exchange with foreign business
7‑56‑608
Dissenters’ rights - definitions
7‑56‑609
Sale or other disposition of property without member approval
7‑56‑610
Sale or other disposition of property requiring member approval
7‑56‑701
Authorization of dissolution before issuance of memberships
7‑56‑702
Authorization of dissolution after issuance of memberships
7‑56‑703
Articles of dissolution
7‑56‑705
Effect of dissolution
7‑56‑714
Grounds for judicial dissolution
7‑56‑715
Procedure for judicial dissolution
7‑56‑716
Receivership or custodianship
7‑56‑717
Decree of dissolution
7‑56‑718
Certain assignments of assets in dissolution
7‑56‑801
Authority to transact business or conduct activities required
7‑56‑802
Registered agent - service of process
7‑56‑901
Application to existing cooperatives
Green check means up to date. Up to date

Current through Fall 2024

§ 7-56-208’s source at colorado​.gov