2021 Colorado Code
Title 7 - Corporations and Associations
Article 56 - Cooperatives
Part 2 - Incorporation
§ 7-56-205. Entities Formed Under Other Law but Subject to This Article

Any domestic entity or foreign entity authorized to transact business or conduct activities in this state and engaged in any of the activities enumerated in this article but formed under any other law may be considered for all purposes as subject to this article by amending its constituent operating document as necessary to conform to this article and delivering to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement that the entity has determined to accept the benefits of and to be bound by the provisions of this article and has amended its constituent operating document as necessary to conform to this article by amendments adopted in accordance with applicable law and its constituent operating document.

History. Source: L. 96: Entire article R&RE, p. 488, § 1, effective July 1. L. 2002: Entire section amended, p. 1817, § 22, effective July 1; entire section amended, p. 1681, § 20, effective October 1. L. 2003: Entire section amended, p. 2222, § 74, effective July 1, 2004. L. 2004: Entire section amended, p. 1412, § 42, effective July 1.

This section is similar to former § 7-56-133 as it existed prior to 1996.

Annotator's note. The following annotations include cases decided under former provisions similar to this section.

This section recognizes two classes of corporations: First, those originally organized under this article, and second, those that have adopted its provisions as provided in this section. Colo. Wheat Growers' Ass'n v. Thede, 80 Colo. 529 , 253 P. 30 (1927).

Association cannot accept benefits of article without being bound. This section conjoins the words “that the corporation or association has determined to accept the benefits and be bound by the provisions of this article”, and one cannot untwine these interlaced words and accord the benefits of this article to an association out of the fold, without disregarding this proviso, which cannot be done. Colo. Wheat Growers' Ass'n v. Thede, 80 Colo. 529 , 253 P. 30 (1927).

Hence, a corporation is not entitled to make a marketing contract without first complying with this section as a matter of public policy. Colo. Wheat Growers' Ass'n v. Thede, 80 Colo. 529 , 253 P. 30 (1927).

And such a contract is void where there has been no compliance. An instrument in the form of a standing marketing contract which is entered into after this article took effect, but with an association not organized under it, and which at the time the association enters into the agreement with its member it has not complied with or taken advantage of this section is void. Colo. Wheat Growers' Ass'n v. Thede, 80 Colo. 529 , 253 P. 30 (1927).

Moreover, a provision such as this section cannot legalize retroactively previously invalid contracts. Oliver v. Wilder, 27 Colo. App. 337, 149 P. 275 (1915); Atkinson v. Colo. Wheat Growers' Ass'n, 77 Colo. 559 , 238 P. 1117 (1925); Moore v. Chalmers-Galloway Live Stock Co., 90 Colo. 548 , 10 P.2d 950 (1932).