C.R.S. Section 7-58-516
Action without a meeting

(1)

Unless the articles or bylaws require that action be taken at a members meeting, any action required or permitted by this article to be taken at a members meeting may be taken without a meeting if notice of the proposed action is given as provided in subsection (6) of this section, and:

(a)

All of the members entitled to vote thereon consent to the action in a record; or

(b)

If expressly provided for in the articles, the members holding membership interests having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all of the membership interests entitled to vote thereon were present and voted consent to the action in a record.

(2)

Intentionally left blank —Ed.

(a)

No action taken pursuant to this section is effective unless, within sixty days after the date the limited cooperative association first receives a record describing and consenting to the action and signed by a member, the association has received records that describe and consent to the action, signed by members holding at least the number of votes entitled to be voted on the action as required by subsection (1) of this section, disregarding any record that has been revoked pursuant to subsection (3) of this section. The articles or bylaws may provide for the receipt of any record by the association by electronically transmitted facsimile or other form of wire or wireless communication providing the association with a complete copy thereof, including a copy of the signature thereon.

(b)

Action taken pursuant to this section is effective as of the date the limited cooperative association receives the last record necessary to effect the action unless all of the records necessary to effect the action state another date as the effective date of the action, in which case the stated date is the effective date of the action.

(3)

Any member who has signed a record describing and consenting to action taken pursuant to this section may revoke the consent by a record signed and dated by the member describing the action and stating that the member’s prior consent thereto is revoked, if the record is received by the limited cooperative association prior to the effectiveness of the action.

(4)

If not otherwise fixed under subsection (7) of this section, the record date for determining members entitled to take action pursuant to this section or entitled to be given notice under subsection (6) of this section of action taken pursuant to this section is the date the limited cooperative association first receives a writing upon which the action is taken pursuant to this section.

(5)

Action taken under this section has the same effect as action taken at a members meeting and may be described as such.

(6)

Intentionally left blank —Ed.

(a)

If action is to be taken under subsection (1) of this section, the limited cooperative association shall give notice of the proposed action to the members entitled to vote thereon. The notice must:

(I)

Be given in a record;

(II)

Describe the proposed action; and

(III)

Specify the date on or before which consents to be given pursuant to subsection (1) of this section must be received by the association.

(b)

Intentionally left blank —Ed.

(I)

Notwithstanding paragraph (a) of this subsection (6), whenever notice is required to be given under this subsection (6) to any member, the notice is not required to be given to a member if:

(A)

Notice of two consecutive annual meetings, and all notices of meetings during the period between the two consecutive annual meetings, have been sent to the member at the member’s address as shown on the records of the limited cooperative association and have been returned undeliverable; or

(B)

All, but not less than two, payments of distributions during a twelve-month period, or two consecutive payments of distributions during a period of more than twelve months, have been sent to the member at the member’s address as shown on the records of the association and have been returned undeliverable.

(II)

If any such member delivers to the association a notice in a record setting forth the member’s then-current address, the requirement that notice be given to the member is reinstated.

(7)

The proper court may, upon application of the association or any member who would be entitled to vote on the action at a members meeting, summarily state a record date for determining members entitled to sign records consenting to an action under this section and may enter other orders necessary or appropriate to effect the purposes of this section.

Source: Section 7-58-516 — Action without a meeting, 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

§ 7-58-516’s source at colorado​.gov