C.R.S. Section 7-58-102
Definitions

As used in this article, unless this article states a different definition:

(1)

The terms defined in article 90 of this title have the meanings stated in that article unless this article states a different definition.

(2)

“Articles of organization” or “articles” means the articles of organization of a limited cooperative association required by section 7-58-302 containing provisions required or permitted by sections 7-58-303 and 7-58-306. The term includes the articles of organization as amended or restated.

(3)

“Board of directors” means the board of directors of a limited cooperative association.

(4)

“Bylaws” means the bylaws of a limited cooperative association required by section 7-58-304 containing provisions required or permitted by sections 7-58-305 and 7-58-306. The term includes the bylaws as amended or restated.

(5)

“Contribution”, except as used in section 7-58-1008 (3), means a benefit that a person provides to a limited cooperative association to become or remain a member or in the person’s capacity as a member.

(6)

“Cooperative” means a limited cooperative association or an entity organized under any cooperative law of any jurisdiction.

(7)

“Director” means a director of a limited cooperative association.

(8)

“Distribution”, except as used in section 7-58-1007 (5), means a transfer of money or other property from a limited cooperative association to a member because of the member’s financial rights or to a transferee of a member’s financial rights.

(9)

“Financial rights” means the right to participate in allocations and distributions as provided in parts 10 and 12 of this article but does not include rights or obligations under a marketing contract governed by part 7 of this article.

(10)

“Governance rights” means the right to participate in governance of a limited cooperative association.

(11)

“Investor member” means a member that has made a contribution to a limited cooperative association and that:

(a)

Is not required by the articles or bylaws to conduct patronage with the association in the member’s capacity as an investor member in order to receive or retain the member’s interest; or

(b)

Is not permitted by the articles or bylaws to conduct patronage with the association in the member’s capacity as an investor member in order to receive or retain the member’s interest.

(12)

“Limited cooperative association” or “association” means an association organized under this article.

(13)

“Member” means a person that is admitted as a patron member or investor member, or both, in a limited cooperative association. The term does not include a person that has dissociated as a member.

(14)

“Member’s interest” means the interest of a patron member or investor member with the attributes stated in section 7-58-601.

(15)

“Members meeting” means an annual members meeting or special meeting of members.

(16)

“Organizer” means a person who is named in the articles as an organizer.

(17)

“Patronage” means business transactions between a limited cooperative association and a person that entitle the person to receive financial rights based on the value or quantity of business done between the association and the person.

(18)

“Patron member” means a member that has made a contribution to a limited cooperative association and that:

(a)

Is required by the articles or bylaws to conduct patronage with the association in the member’s capacity as a patron member in order to receive or retain the member’s interest; or

(b)

Is permitted by the articles or bylaws to conduct patronage with the association in the member’s capacity as a patron member in order to receive or retain the member’s interest.

(19)

“Proper court” means the district court for the county in this state in which the street address of the limited cooperative association’s principal office is located or, if the association has no principal office in this state, the district court for the county in which the street address of its registered agent is located, or, if the association has no registered agent, the district court for the city and county of Denver.

(20)

“Record”, used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(21)

“Required information” means the information a limited cooperative association is required to maintain under section 7-58-112.

(22)

“Sign” means, with present intent, to authenticate or adopt a record by:

(a)

Executing or adopting a tangible symbol; or

(b)

Attaching to or logically associating with the record an electronic symbol, sound, or process.

(23)

“Transfer” includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law.

(24)

“Voting group” means any combination of one or more voting members in one or more districts or classes that, under this article or the articles or bylaws, are entitled to vote and can be counted together collectively on a matter at a members meeting.

(25)

“Voting member” means a member that, under this article or the articles or bylaws, has a right to vote on matters subject to vote by members under this article or the articles or bylaws.

(26)

“Voting power” means the total current power of members to vote on a particular matter for which a vote may or is to be taken.

Source: Section 7-58-102 — Definitions, https://leg.­colorado.­gov/sites/default/files/images/olls/crs2023-title-07.­pdf (accessed Oct. 20, 2023).

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 7‑58‑201
Limited cooperative associations - registered agents - service of process - annual reports 7‑58‑202
Foreign entity authority 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 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 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 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 7‑58‑701
Authority 7‑58‑702
Marketing contracts 7‑58‑703
Duration of marketing contract 7‑58‑704
Remedies for breach of contract 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 7‑58‑901
Indemnification 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 7‑58‑1101
Member’s dissociation 7‑58‑1102
Effect of dissociation as member 7‑58‑1103
Power of estate of member 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 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 7‑58‑1401
Authority to transact business or conduct activities required 7‑58‑1402
Registered agent - service of process 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 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 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
Green check means up to date. Up to date

Current through Fall 2024

§ 7-58-102’s source at colorado​.gov