§ 7-56-208 — Bylaws

Colorado § 7-56-208

• Jurisdiction: Colorado
• Title 07: Corporations
• Art.: Cooperatives

Text

(1) The initial board of each cooperative formed under
this article shall, within thirty days after the articles become effective, adopt
bylaws for the government and management of its affairs that are not inconsistent
with law or the articles of the cooperative. Such bylaws may be amended or
modified in such manner as the bylaws may provide. If the bylaws do not provide a
manner for their amendment, the bylaws may be amended at any time upon a
majority vote of the members present and voting in person or in any other manner
authorized by the cooperative pursuant to section 7-56-305 (1) at a regular or
special meeting, the notice of which meeting shall have stated that consideration
would be given at the meeting to amending the bylaws and stating the proposed
amendment or amendments.

(2) The bylaws of the cooperative shall prohibit the transfer of the voting
common stock or membership in the cooperative to persons not eligible to be a
member of the cooperative and, if the cooperative issues certificates of common
stock or of membership, the restrictions must be printed upon every certificate of
stock or certificate of membership subject to the restrictions. At the election of the
cooperative, the restrictions may also be included in the articles.

(3) If not stated in the articles, the bylaws of the cooperative shall include:

(a) The qualifications for membership, manner of succession, and conditions
for suspension, withdrawal, or expulsion;

(b) The amount of any membership fee or capital subscription required by
the cooperative to become a member, conditions of membership, and procedures
for acquiring and repayment of membership capital;

(c) Any limitations on dividends on stock or interest on equity capital;

(d) The time, place, and manner of conducting or determining membership
meetings of the cooperative which shall be at least annually;

(e) The number, terms, and time of the election of directors, or the manner
for determining the same;

(f) The number of directors that shall constitute a quorum for a meeting of
the board, which must be at least a majority;

(g) The number, terms, and titles of officers, their authority and duties as
well as the manner of election or appointment, the filling of vacancies, or removal
of officers; and

(h) A requirement that the cooperative's business shall be conducted on a
cooperative basis for the mutual benefit of the cooperative's members.

(4) In addition to the provisions set forth in subsection (3) of this section, the
bylaws may include:

(a) The time, place, and manner of conducting its meetings;

(b) The mode and manner of removal of directors and the mode and manner
of filling vacancies on the board caused by death, resignation, or removal;

(c) The compensation of directors and officers or the manner for determining
compensation;

(d) The mode and manner of conducting business;

(e) The mode and manner of conducting elections and provisions for voting
by ballots forwarded by mail or otherwise;

(f) The manner of assignment and transfer of interests in the cooperative;

(g) The manner of collection and enforcement for member nonpayment or
nonperformance, including forfeiture of property rights and interests;

(h) The method of determination of property rights and interests in the
cooperative and the value thereof;

(i) Methods and procedures for acquiring and returning equity capital to
members and other patrons of the cooperative;

(j) Procedures pursuant to section 7-56-501 (1)(q) for the handling of
unclaimed equity capital and other funds declared payable by the cooperative and
unclaimed by the holder; and

(k) Such other things as may be proper to carry out the purpose for which the
cooperative was formed or the governance of the cooperative.

Legislative History

Source: L. 96: Entire article R&RE, p. 490, � 1, effective July 1. L. 2003: (1) and IP(3) amended, p. 2223, � 76, effective July 1, 2004.