(2) Subject to this section, articles 121 to 137 of this title apply to all existing corporate entities subject to articles 20 to 29 of this title.

(3) Unless the articles of incorporation or bylaws of an existing corporate entity recognize the right of a member to transfer such member's membership interests in such corporate entity, such interests shall be presumed to be nontransferable.
However, if the transferability of such interests is not prohibited by such articles of incorporation or bylaws, such transferability may be established by a preponderance of the evidence taking into account any representation made by the corporate entity, the practice of such corporate entity, other transactions involving such interests, and other facts bearing on the existence of the rights to transfer such interests.

(4) Until the articles of incorporation of an existing corporate entity are amended or restated on or after July 1, 1998, they need not be amended or restated to comply with articles 121 to 137 of this title.

(5) Unless changed by an amendment to its articles of incorporation, members or classes of members of an existing corporate entity shall be deemed to be voting members for purposes of articles 121 to 137 of this title if such members or classes of members, on June 30, 1998, had the right by reason of a provision of the corporate entity's articles of incorporation or bylaws, or by a custom, practice, or tradition, to vote for the election of a director or directors.

(2) Every corporate entity that could or has elected to be governed by articles 20 to 29 or 121 to 137 of this title whose articles of incorporation, affidavit of incorporation, or other basic corporate charter, by whatever name denominated, is not on file in the office of the secretary of state shall file a certified copy of such articles of incorporation, affidavit of incorporation, or other basic corporate charter in the office of the secretary of state.
Such certified copy may be secured from any clerk or recorder with whom the instrument may be filed or recorded.

(3) If any corporate entity, organized prior to January 1, 1968, that could elect to be governed by articles 20 to 29 or 121 to 137 of this title, but which has not so elected and has failed to file corporate reports or designate a registered office and agent, may be administratively dissolved pursuant to sections 7-134-201 and 7-134-202 and reinstated pursuant to sections 7-134-203 and 7-134-204.

(4) Any corporate entity organized prior to January 1, 1968, that could elect to be governed by articles 20 to 29 of this title, that was suspended or was declared defunct, but not dissolved by operation of law under section 7-20-105 before July 1, 1998, and that was eligible for reinstatement on June 30, 1998, shall be deemed administratively dissolved on the date of such suspension for purposes of sections 7-134-105 and 7-134-201 to 7-134-204 and may reinstate itself as a nonprofit corporation as provided in sections 7-134-203 and 7-134-204.

(5) Any nonprofit corporate entity organized prior to January 1, 1968, that could elect to be governed by articles 20 to 29 of this title, that was suspended, declared defunct, administratively dissolved, or dissolved by operation of law, and continues to operate for nonprofit purposes and does not wind up its business and affairs, shall be deemed an unincorporated organization that qualifies as a nonprofit association as provided in section 7-30-101.1 for purposes of the "Uniform Unincorporated Nonprofit Association Act", article 30 of this title, unless such corporate entity is eligible to reinstate itself as a nonprofit corporation as provided in subsection (4) of this section or sections 7-134-203 and 7-134-204 and does so reinstate itself.

(1) Any corporate entity with shares of capital stock organized before January 1, 1968, under articles 40, 50, or 51 of this title, any corporate entity organized before January 1, 1968, under article 40 or 50 of this title without shares of capital stock, and any corporate entity whether with or without shares of capital stock and organized before January 1, 1968, under any general law or created by any special act of the general assembly for a purpose for which a nonprofit corporation may be organized under articles 121 to 137 of this title may elect to accept said articles in the following manner:
    (a) If there are members or stockholders entitled to vote thereon, the board of directors shall adopt a resolution recommending that the corporate entity accept articles 121 to 137 of this title and directing that the question of acceptance be submitted to a vote at a meeting of the members or stockholders entitled to vote thereon, which may be either an annual or special meeting.
The question shall also be submitted whenever one-twentieth of the members or stockholders entitled to vote thereon so request. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider electing to accept said articles shall be given to each member or stockholder entitled to vote at the meeting within the time and in the manner provided in said articles for the giving of notice of meetings to members or stockholders.
Such election to accept said articles shall require for adoption at least two-thirds of the votes which members or stockholders present at such meeting in person or by proxy are entitled to cast.
    (b) If there are no members or stockholders entitled to vote thereon, election to accept articles 121 to 137 of this title may be made at a meeting of the board of directors pursuant to a majority vote of the directors in office.
    (c) In effecting such acceptance, the corporate entity shall follow the requirements of the law under which it was organized, its articles of incorporation, and its bylaws so far as applicable.
    (d) If the corporate name is not in conformity with the provisions of section 7-124-101, the corporate entity shall change its name to conform with section 7-124-101. The adoption of a name which is in conformity with said section by the members or stockholders of the corporate entity, and its inclusion in the statement of election to accept said articles 121 to 137 as the corporate name, and the issuance of a certificate of acceptance by the secretary of state shall be the only action necessary to effect such change. The articles of incorporation, affidavit, or other basic organizational charter shall be deemed for all purposes amended to conform to such corporate name.
    (e) If the corporate entity does not have a registered office and a registered agent registered in the office of the secretary of state, it shall comply with section 7-125-101 regarding the maintenance of such office and agent.
    (f) All corporate entities whose articles of incorporation, affidavits of incorporation, or other basic charters, by whatever names denominated, are not on file in the office of the secretary of state as required by section 7-137-102 (2) shall deliver a certified copy of such articles of incorporation, affidavits of incorporation, or other basic charters in the office of the secretary of state at the time of delivery of the statement of election to accept articles 121 to 137 of this title.

(2) A corporate entity so electing under articles 121 to 137 of this title or corresponding provision of prior law shall have the same powers and privileges and be subject to the same duties, restrictions, penalties, and liabilities as though such corporate entity had been originally organized under said articles and shall also be subject to any duties or obligations expressly imposed upon the corporate entity by a special charter, subject to the following:
    (a) If no period of duration is expressly fixed in the articles of incorporation of such corporate entity, its period of duration shall be deemed to be perpetual.
    (b) No amendment to the articles of incorporation adopted after such election to accept articles 121 to 137 of this title shall release or terminate any duty or obligation expressly imposed upon any such corporate entity under and by virtue of a special charter or enlarge any right, power, or privilege granted to any such corporate entity under a special charter, except to the extent that such right, power, or privilege might have been included in the articles of incorporation of a corporate entity organized under said articles.
    (c) In the case of any corporate entity with issued shares of stock, the holders of such issued shares who surrender them to the corporate entity to be canceled upon the acceptance of said articles by the corporate entity becoming effective shall become members of the corporate entity with one vote for each share of stock so surrendered until such time as the corporate entity by proper corporate action relative to the election, qualification, terms, and voting power of members shall otherwise prescribe.

(2) Except as provided in subsection (3) of this section or in sections 7-137-101 (1) (b) and 7-137-102 (4) for the reinstatement, as provided in sections 7-134-103 and 7-134-104, of a corporate entity suspended, declared defunct, or administratively dissolved before July 1, 1998, any dissolution commenced under the provision before its repeal may be completed in accordance with the provision as if it had not been repealed.

(3) If a penalty or punishment imposed for violation of any provision of the "Colorado Nonprofit Corporation Act", articles 20 to 29 of this title, is reduced by articles 121 to 137 of this title, the penalty or punishment, if not already imposed, shall be imposed in accordance with said articles.