C.R.S. Section 7-80-716
Dismissal of derivative proceeding

(1)

A derivative proceeding commenced pursuant to this part 7 shall be dismissed by the court on motion by the limited liability company if any one of the groups specified in subsection (2) of this section has determined in good faith, after conducting an inquiry upon which the determination is based, that the maintenance of the derivative action is not in the best interests of the limited liability company.

(2)

Intentionally left blank —Ed.

(a)

Subject to the requirements of paragraph (b) of this subsection (2), the determination whether the maintenance of the derivative proceeding is in the best interests of the limited liability company shall be made by the independent manager of the limited liability company or, where there is more than one such manager, by a majority of said managers; except that, if there is no independent manager of the limited liability company or if the majority of such managers is unable to make the determination, the determination shall be made by a majority of the independent members of the limited liability company.

(b)

If the determination is not made pursuant to paragraph (a) of this subsection (2), the determination shall be made by the person, or, in the case of more than one person, by a majority of such persons, sitting upon a panel of one or more persons appointed by a court upon motion filed with the court by the limited liability company for such purposes.

(3)

The court shall appoint only independent persons to the panel described in paragraph (b) of subsection (2) of this section.

(4)

None of the following shall by itself cause a person not to be considered independent for purposes of subsection (2) of this section:

(a)

The naming of the person as a defendant in the derivative proceeding or as a person against whom action is demanded;

(b)

The approval by such person of the act being challenged in the derivative proceeding or demand where the act did not result in personal benefit to such person;

(c)

The making of the demand pursuant to section 7-80-714 or the commencement of the derivative proceeding pursuant to this section.

(5)

Subject to section 7-80-717, a panel appointed by the court pursuant to paragraph (b) of subsection (2) of this section shall have such authority to continue, settle, or discontinue the derivative proceeding as the court may confer upon such panel.

(6)

The plaintiff in the derivative proceeding shall have the burden of proving that any of the requirements of subsections (1) and (2) of this section have not been met.

Source: Section 7-80-716 — Dismissal of derivative proceeding, https://leg.­colorado.­gov/sites/default/files/images/olls/crs2023-title-07.­pdf (accessed Oct. 20, 2023).

7‑80‑101
Short title 7‑80‑102
Definitions 7‑80‑103
Nature of business 7‑80‑104
Powers 7‑80‑105
Unauthorized assumption of powers 7‑80‑106
Transaction of business outside state 7‑80‑107
Application of corporation case law to set aside limited liability 7‑80‑108
Effect of operating agreement - nonwaivable provisions - statute of frauds 7‑80‑109
Construction of article 7‑80‑203
Formation 7‑80‑204
Articles of organization 7‑80‑207
Effect of filing of articles of organization 7‑80‑208
Notice of existence of limited liability company 7‑80‑209
Amendment of articles of organization 7‑80‑301
Limited liability companies - registered agents - service of process - periodic reports 7‑80‑401
Management of limited liability company 7‑80‑402
Designation of managers 7‑80‑403
Officers and other agents 7‑80‑404
Duties of members and managers 7‑80‑405
Members and managers as agents of the limited liability company 7‑80‑407
Reimbursement and indemnification of members and managers 7‑80‑408
Access to and confidentiality of information - records - accounting 7‑80‑501
Form of contribution 7‑80‑502
Liability for contributions 7‑80‑503
Sharing of profits and losses 7‑80‑504
Sharing of distributions 7‑80‑601
Interim distributions 7‑80‑602
Resignation of member 7‑80‑603
Interest of member upon resignation 7‑80‑604
Distribution in kind 7‑80‑605
Right to distribution 7‑80‑606
Limitations on distribution 7‑80‑701
Admission of members 7‑80‑702
Interest in limited liability company - transferability of interest 7‑80‑703
Rights of creditor against a member 7‑80‑704
Deceased or incompetent members who are individuals - dissolved or terminated members who are legal entities 7‑80‑705
Liability of members and managers 7‑80‑706
Voting 7‑80‑713
Derivative proceeding - standing - definitions 7‑80‑714
Derivative proceeding - demand 7‑80‑715
Stay of derivative proceeding 7‑80‑716
Dismissal of derivative proceeding 7‑80‑717
Discontinuance or settlement of derivative proceeding 7‑80‑718
Payment of expenses - derivative proceeding 7‑80‑719
Applicability of derivative proceeding to foreign limited liability companies 7‑80‑801
Dissolution - time and notice of dissolution 7‑80‑802
Statement of dissolution 7‑80‑803
Effect of dissolution 7‑80‑803.3
Right to wind up business 7‑80‑803.5
Manager’s or member’s power to bind limited liability company after dissolution 7‑80‑810
Judicial dissolution 7‑80‑811
Procedure for judicial dissolution 7‑80‑812
Receivership or custodianship 7‑80‑813
Decree of dissolution 7‑80‑901
Foreign limited liability companies 7‑80‑902
Registered agent - service of process 7‑80‑1101
Application to limited liability companies formed prior to July 1, 1994
Green check means up to date. Up to date

Current through Fall 2024

§ 7-80-716’s source at colorado​.gov