C.R.S. Section 7-58-1607
Merger of parent and subsidiary

(1)

Notwithstanding sections 7-58-1605 and 7-58-1606, by complying with this section, any parent limited cooperative association owning one hundred percent of the voting power, memberships, or interests of a subsidiary may either merge the subsidiary into itself or merge itself into the subsidiary.

(2)

Subject to subsection (3) of this section, the boards of directors of the parent association and of the subsidiary shall adopt by resolution a plan of merger that states the following:

(a)

The entity names of the parent association and subsidiary and the entity name of the surviving entity;

(b)

The terms and conditions of the proposed merger;

(c)

The manner and basis of converting the shares of the parent association and subsidiary into shares, obligations, or other securities of the surviving entity or any other limited cooperative association into money or other property in whole or part;

(d)

Any amendments to the organizational documents of the surviving party to be effected by the merger; and

(e)

Any other provisions relating to the merger as are deemed necessary or desirable.

(3)

The members of the parent association are not required to vote on the merger unless the articles, bylaws, or the board require otherwise; except that if, as a result of the merger, the voting shares, memberships, or other interests of members of the parent association would be materially altered, then the members of the parent association have the right to vote on the plan of merger. If the members of the parent association have the right to vote on the plan of merger, the parent association shall mail a copy or summary of the plan of merger to each member of the parent association who has the right to vote on the plan. Notice and meeting requirements as provided for in this article shall apply.

(4)

If the members of the parent limited cooperative association have the right to vote on the plan of merger, unless the articles, bylaws, or the board requires a greater vote, the plan of merger must be approved by a majority of the members of the parent association present and voting on the plan in person or in any other manner authorized by the association pursuant to section 7-58-515.

Source: Section 7-58-1607 — Merger of parent and subsidiary, 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

§ 7-58-1607’s source at colorado​.gov