§ 7-58-1206 — Voluntary dissolution by the board and members

Colorado § 7-58-1206

• Jurisdiction: Colorado
• Title 07: Corporations
• Art.: Uniform Limited Cooperative Association Act

Text

(1) Except as
otherwise provided in section 7-58-1205, for a limited cooperative association to
voluntarily dissolve:

(a) A resolution to dissolve must be approved by a majority vote of the board
of directors unless a greater percentage is required by the articles or bylaws;

(b) The board of directors must call a members meeting to consider the
resolution, to be held not later than ninety days after adoption of the resolution; and

(c) The board of directors must mail or otherwise transmit or deliver to each
member in a record that complies with section 7-58-508:

(I) The resolution required by paragraph (a) of this subsection (1);

(II) A recommendation that the members vote in favor of the resolution or, if
the board determines that because of conflict of interest or any other reason it
should not make a favorable recommendation, the basis of that determination; and

(III) Notice of the members meeting, which must be given in the same manner
as notice of a special meeting of members.

(2) Subject to subsection (3) of this section, a resolution to dissolve must be
approved by:

(a) At least two-thirds of the voting power of members present at a members
meeting called under paragraph (b) of subsection (1) of this section; and

(b) If the limited cooperative association has investor members, at least a
majority of the votes cast by patron members, unless the articles or bylaws require
a greater percentage.

(3) The articles or bylaws may require that the percentage of votes required
under paragraph (a) of subsection (2) of this section is:

(a) A different percentage that is not less than a majority of members voting
at the meeting;

(b) Measured against the voting power of all members; or

(c) A combination of paragraphs (a) and (b) of this subsection (3).

Legislative History

Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 806, � 1, effective April 2, 2012.