C.R.S. Section 7-58-305
Bylaws

(1)

Bylaws shall be in a record and, if not stated in the articles, shall include:

(a)

A statement of the capital structure of the limited cooperative association, including:

(I)

The classes or other types of members’ interests and relative rights, preferences, and restrictions granted to or imposed upon each class or other type of member’s interest; and

(II)

The rights to share in profits or distributions of the association;

(b)

A statement of the method for admission of members;

(c)

A statement designating voting and other governance rights, including which members have voting power and any restriction on voting power;

(d)

A statement that a member’s interest is transferable, if it is to be transferable, and a statement of the conditions upon which it may be transferred;

(e)

A statement concerning the manner in which profits and losses are allocated and distributions are made among patron members and, if investor members are authorized, the manner in which profits and losses are allocated and how distributions are made among investor members and between patron members and investor members;

(f)

A statement concerning:

(I)

Whether persons that are not members but conduct business with the association may be permitted to share in allocations of profits and losses and receive distributions; and

(II)

The manner in which profits and losses are allocated and distributions are made with respect to those persons; and

(g)

A statement of the number and terms of directors or the method by which the number and terms are determined.

(2)

Subject to subsection (3) of this section and the articles, bylaws may contain any other provision for managing and regulating the affairs of the association.

(3)

The matters referred to in this subsection (3) may be varied only in the bylaws, in the articles, or in the bylaws and the articles. The bylaws may:

(a)

Require more information to be maintained under section 7-58-112 or provided to members under section 7-58-505 (11);

(b)

Provide restrictions on transactions between a member and an association under section 7-58-113;

(c)

Provide for the percentage and manner of voting on amendments to the articles and bylaws by district, class, or voting group under section 7-58-404 (1);

(d)

Provide for the percentage vote required to amend the bylaws concerning the admission of new members under section 7-58-405 (5)(e);

(e)

Provide for terms and conditions to become a member under section 7-58-502;

(f)

Restrict the manner of conducting members meetings under sections 7-58-506 (3) and 7-58-507 (5);

(g)

Designate the presiding officer of members meetings under sections 7-58-506 (5) and 7-58-507 (7);

(h)

Require a statement of purposes in the annual meeting notice under section 7-58-508 (2);

(i)

Increase quorum requirements for members meetings under section 7-58-510 and board of directors meetings under section 7-58-815;

(j)

Allocate voting power among members, including patron members and investor members, and provide for the manner of member voting and action as permitted by sections 7-58-511 to 7-58-517;

(k)

Authorize investor members and expand or restrict the transferability of members’ interests to the extent provided in sections 7-58-602 to 7-58-604;

(l)

Provide for enforcement of a marketing contract under section 7-58-704 (1);

(m)

Provide for qualification, election, terms, removal, filling vacancies, and member approval for compensation of directors in accordance with sections 7-58-803 to 7-58-805, 7-58-807, 7-58-809, and 7-58-810;

(n)

Restrict the manner of conducting board meetings and taking action without a meeting under sections 7-58-811 and 7-58-812;

(o)

Provide for frequency, location, notice, and waivers of notice for board meetings under sections 7-58-813 and 7-58-814;

(p)

Increase the percentage of votes necessary for board action under section 7-58-816 (2);

(q)

Provide for the creation of committees of the board of directors and matters related to the committees in accordance with section 7-58-817;

(r)

Provide for officers and their appointment, designation, and authority under section 7-58-822;

(s)

Provide for forms and values of contributions under section 7-58-1002;

(t)

Provide for remedies for failure to make a contribution under section 7-58-1003;

(u)

Provide for the allocation of profits and losses of the association, distributions, and the redemption or repurchase of distributed property other than money in accordance with sections 7-58-1004 to 7-58-1007;
(v)
Specify when a member’s dissociation is wrongful and the liability incurred by the dissociating member for damage to the association under section 7-58-1101 (2) and (3);

(w)

Provide the personal representative, or other legal representative of, a deceased member or a member adjudged incompetent with additional rights under section 7-58-1103;
(x)
Increase the percentage of votes required for board of director approval of:

(I)

A resolution to dissolve under section 7-58-1205;

(II)

A proposed amendment to the articles or bylaws under section 7-58-402 (1)(a);

(III)

A plan of conversion under section 7-58-1603 (1);

(IV)

A plan of merger under section 7-58-1607 (1); and

(V)

A proposed disposition of assets under section 7-58-1503 (1); and

(y)

Vary the percentage of votes required for members’ approval of:

(I)

A resolution to dissolve under section 7-58-1205;

(II)

An amendment to the bylaws under section 7-58-405;

(III)

A plan of conversion under section 7-58-1603;

(IV)

A plan of merger under section 7-58-1608; and

(V)

A disposition of assets under section 7-58-1504.

(4)

In addition to amendments permitted under part 4 of this article, the initial board of directors may amend the bylaws by a majority vote of the directors at any time before the admission of members.

Source: Section 7-58-305 — Bylaws, 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

§ 7-58-305’s source at colorado​.gov