(1) As used in this section:
(a) Dissenter means a member eligible to vote who exercises the right to
dissent provided in this section at the time and in the manner required by this
section.
(b) Interest means interest required to be paid pursuant to this section at
the average rate currently paid by the cooperative subject to this section on its
principal bank loans or, if none, at the legal rate specified in section 5-12-101, C.R.S.
(c) Stated value means the original cost paid by a person for capital stock
or membership fees, as recorded in the records of the cooperative, in order to
qualify for membership and the right to vote in the cooperative, and for other equity
capital the amount stated in the records of the cooperative that is required to make
a payment under this section.
(2) If the board of a cooperative subject to this article submits to the
members of the cooperative for approval a plan of merger, conversion,
consolidation, or share or equity capital exchange and if following the merger,
conversion, consolidation, or share or equity capital exchange there will be
members of any cooperative involved in the proposed transaction who would no
longer be eligible for membership or other voting interest in the surviving or
resulting entity, the ineligible members shall be entitled to repayment of their
equity interests in the cooperative in accordance with this section.
(3) If the board of a cooperative subject to this article submits to the
members of the cooperative for approval a plan to sell all or substantially all of the
cooperative's assets and not dissolve following the sale, the members of the
cooperative shall be entitled to repayment of their equity interests in the
cooperative in accordance with this section.
(4) A cooperative that proposes to be a party to a merger, conversion,
consolidation, share or equity capital exchange, or a sale of assets, as described in
subsection (2) or (3) of this section, shall include in the notice of the membership
meeting at which the vote of the members is taken thereon an explanation of the
right to dissent and the requirement to give written notice of intent to demand
payment by a member having the right to do so under this section.
(5) A member who may be entitled to repayment of the member's equity
interests in the cooperative in accordance with this section shall give written notice
of the member's intention to demand payment before the vote is taken at the
membership meeting at which a vote on the proposed merger, conversion,
consolidation, share or equity capital exchange, or sale of assets is to be taken.
Upon giving notice, the member shall no longer be entitled to vote on the proposed
transaction. The written notice shall include the name of the member in which the
stock or membership is held on the records of the cooperative and the member's
address and social security or federal tax identification number. Failure to give
written notice of intention to demand payment in the prescribed manner
disqualifies the member from demanding payment under this section.
(6) If the merger, conversion, consolidation, share or equity capital
exchange, or sale of assets described in subsection (2) or (3) of this section is
approved by the members of the cooperative in the manner applicable to any other
entity that is a party to the transaction, the surviving, resulting, or new entity,
including a cooperative that is to sell all or substantially all of its assets, shall be
required to make the payments provided in this section. The surviving, resulting, or
new entity shall give written notice to all dissenters who have given notice to
dissent pursuant to this section. The notice shall include the address at which the
surviving, resulting, or new entity will receive payment demands, the requirement to
submit stock or membership certificates or certification of the loss or destruction
thereof, the period in which demands will be received which shall be not less than
thirty days from the date of the notice, and where applicable, a statement of
qualifications for membership or other voting interest in the surviving or new entity.
(7) Within the period stated in the notice described in subsection (6) of this
section, a dissenter may deliver a written demand for payment to the surviving,
resulting, or new entity, or in the case of a sale of assets subject to this section, to
the cooperative selling its assets, stating the address to which payment is to be
made and, where applicable, a statement as to the reasons why the dissenter no
longer qualifies for membership or a voting interest in the surviving, resulting, or
new entity.
(8) Within thirty days after receipt of a demand for payment, the surviving,
resulting, or new entity or, in the case of a sale of assets subject to this section, the
cooperative selling its assets shall pay to the dissenter:
(a) The stated value of the initial investment of the dissenter in stock or
membership fees in the cooperative as recorded in the records of the cooperative
made to qualify the dissenter to be a member of the cooperative; and
(b) The stated value of all other equity capital of the dissenter in the
cooperative as recorded in the records of the surviving, resulting, or new entity, or
in the case of a sale of assets subject to this section, of the cooperative selling its
assets; except that, in the case of any merger, conversion, consolidation, or share or
equity capital exchange, if the surviving, resulting, or new entity has, by written
agreement or operation of law other than this section, become liable to repay the
other equity capital of the dissenter, the repayment of other equity capital shall be
made by the surviving, resulting, or new entity under the same conditions and time
frame, but not more than fifteen years, that would have applied if the member or
equity holder had withdrawn or been terminated from the cooperative that is not
the surviving, resulting, or new entity immediately prior to the effective date of the
merger, conversion, consolidation, or share or equity capital exchange. If payment
is not made on the date required by this subsection (8), the recipient shall be
entitled to interest from the date the payment should have been made until the
date payment is actually made.
(9) Notwithstanding any provisions of law to the contrary, holders of equity
capital who are not members of the cooperative shall under no circumstances be
entitled to dissenter's rights.
(10) Section 7-90-206 (2) applies to a conversion in which the cooperative is
the converting entity.