C.R.S. Section 7-56-401
Directors

  • elections
  • remuneration
  • vacancy

(1)

The affairs of a cooperative formed under or subject to this article shall be managed by a board of not less than three directors as provided in the articles or bylaws elected by and from the members of the cooperative or designated representatives of members who are not individuals. If authorized by the articles or the bylaws, up to twenty percent of the board may consist of directors who are neither members nor representatives of members. Directors who are not members of the cooperative or representatives of members may be elected by a vote of two-thirds of the cooperative members present and voting. Nominations for the position of director shall be conducted in a manner provided in the bylaws or in a resolution of the board or of the members.

(2)

The articles or bylaws may provide that the territory in which the cooperative has members shall be divided into districts and that the directors shall be elected according to such districts, either directly or by district delegates elected by the members in that district. In that case the articles or bylaws shall state the number of directors to be elected by each district and the manner and method of reapportioning the directors and of redistricting the territory covered by the cooperative. The bylaws may provide that primary elections shall be held in each district to elect the directors apportioned to such districts and that the result of all such primary elections shall be ratified at the next regular meeting of the cooperative or be considered final as to the cooperative.

(3)

A cooperative may provide a reasonable remuneration for the time actually spent by its officers and directors in its service. No director, during the term of the director’s office, shall be a party to a contract for profit with the cooperative differing in any way from the business relations accorded members of the cooperative.

(4)

The articles or bylaws may limit directors from occupying any position in the cooperative on a regular salary or substantially full-time pay. The articles or bylaws may provide for an executive committee and may allot to the committee all the functions and powers of the board, subject to the general direction and control of the board.

(5)

When a vacancy on the board occurs other than by expiration of term, the remaining members of the board, even though not a quorum, by a majority vote, shall fill the unexpired term, unless the articles or bylaws provide for an election of directors by district, in which event, unless the articles or bylaws provide for a different procedure, the board shall immediately call a special meeting of the members in the district to fill the vacancy.

Source: Section 7-56-401 — Directors - elections - remuneration - vacancy, 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

§ 7-56-401’s source at colorado​.gov