Colorado § 7-56-702 Authorization of dissolution after issuance of memberships

Colorado Statutes

§ 7-56-702 — Authorization of dissolution after issuance of memberships

Colorado·Title 07 Corporations·Art. Cooperatives

(1)After memberships have been issued, dissolution of a cooperative may be authorized in the following manner:

(a)The board, by a two-thirds majority vote of all its members, shall first adopt a resolution recommending dissolution that conforms to the requirements of paragraph (c) of this subsection (1);

(b)The board shall submit the resolution adopted pursuant to paragraph (a) of this subsection (1) to the members;

(c)The resolution adopted pursuant to paragraph (a) of this subsection (1) shall state the reasons why the termination of the affairs of the cooperative is deemed advisable, the time by which it should be accomplished, whether or not the board may revoke dissolution, and the names of three persons and two alternates to act as trustees in liquidation who shall h

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(1)
After memberships have been issued, dissolution of a cooperative may be
authorized in the following manner:

(a) The board, by a two-thirds majority vote of all its members, shall first
adopt a resolution recommending dissolution that conforms to the requirements of
paragraph (c) of this subsection (1);

(b) The board shall submit the resolution adopted pursuant to paragraph (a)
of this subsection (1) to the members;

(c) The resolution adopted pursuant to paragraph (a) of this subsection (1)
shall state the reasons why the termination of the affairs of the cooperative is
deemed advisable, the time by which it should be accomplished, whether or not the
board may revoke dissolution, and the names of three persons and two alternates to
act as trustees in liquidation who shall have all the powers of the board to do all
things they deem necessary for the efficient distribution of claims to creditors, in
liquidation and termination of the affairs of the cooperative, including the sale of all
or substantially all of the cooperative's property as they deem necessary if the
resolution also provides for a sale of the property. Such trustees and alternates
need not be members of the cooperative. Any vacancies in the trusteeship shall be
first filled by the designated alternates and then may be filled by such persons as
may be designated by the remaining trustees.

(2) The board may condition the effectiveness of the dissolution on any basis.

(3) The cooperative shall give notice to each member of the regular or
special meeting at which the resolution to dissolve will be voted upon. The notice
shall state that the purpose, or one of the purposes, of the meeting is to consider
the proposal to dissolve the cooperative. The notice shall contain or be
accompanied by a copy of the proposal or a summary thereof, including a
description of the proposed distribution of the cooperative's assets and, if voting by
mail is permitted, with a mail ballot attached to it.

(4) The proposal to dissolve shall be approved by a two-thirds 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
called for such purpose. A cooperative shall not permit proportional voting to apply
to a vote of members on a resolution to dissolve pursuant to this section.

Colorado § 7-56-702 (Authorization of dissolution after issuance of memberships) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

Legislative History

Source: L. 96: Entire article R&RE, p. 522, � 1, effective July 1. L. 98: (1)(a) amended, p. 613, � 7, effective July 1. L. 2007: (3) amended, p. 224, � 10, effective May 29.