C.R.S. Section 7-58-1101
Member’s dissociation

(1)

A member has the power to dissociate at any time, rightfully or wrongfully, by notice in a record.

(2)

Unless the articles or bylaws otherwise provide, a member’s dissociation from a limited cooperative association is wrongful only if the dissociation:

(a)

Breaches an express provision of the articles or bylaws; or

(b)

Occurs before the termination of the limited cooperative association and:

(I)

The person is expelled as a member under paragraph (c) or (d) of subsection (4) of this section; or

(II)

In the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a member because it dissolved or terminated in bad faith.

(3)

Unless the articles or bylaws otherwise provide, a person that wrongfully dissociates as a member is liable to the limited cooperative association for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or liability of the person to the association.

(4)

A member is dissociated from the limited cooperative association as a member when:

(a)

The association receives notice from the member in a record of dissociation as a member or, if the member specifies in the notice an effective date later than the date the association received notice, on that later date;

(b)

An event stated in the articles or bylaws as causing the member’s dissociation as a member occurs;

(c)

The member is expelled as a member under the articles or bylaws;

(d)

The member is expelled as a member by the board of directors because:

(I)

It is unlawful to carry on the association’s activities with the member as a member;

(II)

There has been a transfer of all the member’s financial rights in the association, other than:

(A)

A creation or perfection of a security interest; or

(B)

A charging order in effect under section 7-58-605 that has not been foreclosed;

(III)

The member is a limited liability company or partnership that has been dissolved and its business is being wound up;

(IV)

The member is a corporation or cooperative and:

(A)

The member filed a statement of dissolution or the equivalent, or the jurisdiction of formation revoked the member’s charter or right to conduct business;

(B)

The association sends a notice to the member that it will be expelled as a member for a reason described in sub-subparagraph (A) of this subparagraph (IV); and

(C)

Not later than ninety days after the notice was sent under sub-subparagraph (B) of this subparagraph (IV), the member did not reinstate or the jurisdiction of formation did not reinstate the member’s charter or right to conduct business; or

(V)

The member is an individual and is adjudged incompetent;

(e)

In the case of a member who is an individual, the individual dies;

(f)

In the case of a member that is a trust or is acting as a member by virtue of being a trustee of a trust, all the trust’s financial rights in the association are distributed;

(g)

In the case of a member that is an estate, the estate’s entire financial interest in the association is distributed;

(h)

In the case of a member that is not an individual, partnership, limited liability company, cooperative, corporation, trust, or estate, the member is terminated; or

(i)

The association’s participation in a merger if, under the plan of merger as approved under part 16 of this article, the member ceases to be a member.

Source: Section 7-58-1101 — Member’s dissociation, 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

§ 7-58-1101’s source at colorado​.gov