S.B. 98-102 Miscellaneous provisions.
Unincorporated nonprofit associations. Corrects a reference to the federal "Internal Revenue Code" in the "Uniform Unincorporated Nonprofit Association Act".
Cooperatives. Specifies that, if the directors of a cooperative are not listed in the articles of incorporation, the incorporator designates the initial board of directors. Clarifies that cooperatives have the authority to adopt a trade name. Specifies that members of the parent cooperative are not required to vote on a merger unless otherwise required by the articles, bylaws, or the board, unless such a merger results in an alteration in the rights of members. Clarifies that members of a parent cooperative vote on the question of the merger of a subsidiary with a parent cooperative.
Corporations and associations. Includes special purpose corporations in the definitions of "domestic nonprofit corporations" and "articles of incorporation" for purposes of the "Colorado Corporations and Associations Act". Unless prohibited by the foreign entity's organic law, allows conversion to proceed without a vote of certain nonvoting ownership interests. Specifies procedures for restating constituent filed documents.
Nonprofit corporations. Clarifies that, in order for a person to be a member of a nonprofit corporation, there must be a procedure used to identify such member as a member. Corrects a reference to the federal "Internal Revenue Code" in the "Colorado Revised Nonprofit Corporation Act". Eliminates references to publication by public broadcast. Specifies that the bylaws may specify lesser or greater quorum or greater voting requirements. Allows a former director to file a statement with the secretary of state of the state of Colorado that he or she no longer serves as a director. Clarifies that a single director cannot demand that a meeting be held and provides that, if a director signs the action by written consent, the director waives the right to demand that an action not be taken without a meeting.
Specifies that a nonprofit corporation may not limit a director's liability for damages relating to conflicting interest transactions. Specifies that the bylaws do not create any vested property interests for members of nonprofit corporations. Conforms the notice requirements for amendments by the board to the notice requirements imposed on incorporators. Repeals the directors' ability to amend quorum requirements in bylaws.
APPROVED by Governor May 4, 1998
EFFECTIVE July 1, 1998
|
||||
|
|
||||
The information on this page is presented as an informational service only and should not be relied upon as an official record of action or legal position of the State of Colorado, the Colorado General Assembly, or the Office of Legislative Legal Services.