Colorado § 7-56-404 Removal of director by the membership or the board

Colorado Statutes

§ 7-56-404 — Removal of director by the membership or the board

Colorado·Title 07 Corporations·Art. Cooperatives

(1)At a meeting called expressly for that purpose, as well as any other proper purpose, a director may be removed by the members in the manner provided in this section upon an affirmative vote of a majority of the members present and voting in person or in any other manner authorized by the cooperative pursuant to section 7-56-305

(1)or, if removal of a director is by the board, then by a majority of the members of the board not subject to removal.

(2)The board may remove a director who does not meet the qualifications for board membership stated in the articles and bylaws of the cooperative.

(3)The members may remove one or more directors only for cause unless the articles or bylaws allow directors to be removed without cause.

(4)Removal of directors by the vote of the mem

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(1) At a
meeting called expressly for that purpose, as well as any other proper purpose, a
director may be removed by the members in the manner provided in this section
upon an affirmative vote of a majority of the members present and voting in person
or in any other manner authorized by the cooperative pursuant to section 7-56-305
(1) or, if removal of a director is by the board, then by a majority of the members of
the board not subject to removal.

(2) The board may remove a director who does not meet the qualifications for
board membership stated in the articles and bylaws of the cooperative.

(3) The members may remove one or more directors only for cause unless
the articles or bylaws allow directors to be removed without cause.

(4) Removal of directors by the vote of the members shall be initiated by
written petition signed by at least ten percent of the members stating the alleged
causes or reasons for removing the director. No petition shall seek removal of more
than one director.

(5) Within ninety days after receipt of a petition meeting the requirements of
subsection (4) of this section, the board shall schedule the removal vote at a regular
or special meeting of the membership upon determination by the board, if
necessary, that cause has been stated. Any determination of cause shall be made
by a majority of the directors not subject to removal petitions. If more than a
majority of the board is subject to removal petitions, then the matter shall be
promptly referred to an attorney who has been duly licensed to practice law in
Colorado for at least five years and who has not previously represented the
cooperative. The attorney's determination of whether cause has been stated shall
be final for the purpose of whether to schedule a vote on removal.

(6) Any director subject to a removal petition under any provision of this
section shall be promptly informed in writing by the board and shall have the
opportunity, in person and by counsel, to be heard and present evidence at the
meeting called for the vote. The persons seeking removal shall have the same
opportunity.

Colorado § 7-56-404 (Removal of director by the membership or the board) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.