2016 Colorado Revised Statutes
Title 7 - Corporations and Associations
Associations
Article 56 - Cooperatives
Part 2 - Incorporation
§ 7-56-208. Bylaws

(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.