2017 Colorado Revised Statutes
Title 7 - Corporations and Associations
Partnerships
Article 63 - Colorado Limited Partnership Association Act
§ 7-63-114. Membership participation - interests

(1) Any person, except an individual under the age of eighteen years or a person prohibited from so acting, may participate in the formation or become a member or manager of an association; except that a custodian, conservator, guardian, or other fiduciary may participate in the formation or become and act as a member or manager on behalf of the estate of an individual under the age of eighteen years. Notwithstanding any provision of this subsection (1) to the contrary, the bylaws may set qualifications for and otherwise restrict the eligibility of persons to become or act as members or managers.

(2) Members may vote, exercise their rights, and otherwise act by proxy or other agent.

(3) The interest of a member in an association is personal property.

(4) An interest in the association may be transferred or encumbered only as provided in the bylaws. A member may not resign or withdraw.

(5) A person may be admitted to membership by a vote of all of the members. If there are no members and there is no other provision for admission of successor members, then a majority in number and interest of the transferees of, and other successors in interest to, the members may admit one or more of the transferees and successors as members. Such majority in number shall be determined by counting all of the transferees and other successors of each former member as one.

(6) Except for persons forming an association or admitted to its membership, no transferee; representative of the estate of a deceased, incompetent, insolvent, or bankrupt member; or other successor to an interest of a member or any other person shall be entitled to any participation in the management of the business and affairs of the association or have any right to become a member. No transfer, succession, encumbrance, judgment, decree, order, or other claim upon the interest of a member or against a member, shall give a person any of the rights of the member or with respect to the member's interest other than the right to be paid the dividends and other distributions when and to the extent that the member would otherwise have been paid.

(7) Subsections (2) and (4) to (6) of this section are default rules, subject to the bylaws.