piers109uk/MN-Statutes huggingface dataset:
308B.425 BOARD OF DIRECTORS' MEETINGS.
Meetings of the board may be held from time to time as provided in the articles or bylaws at any place within or without the state that the board may select or by any means described in subdivision 2. If the board fails to select a place for a meeting, the meeting must be held at the principal executive office, unless the articles or bylaws provide otherwise.
(a) A conference among directors by any means of communication through which the directors may simultaneously hear each other during the conference constitutes a board meeting, if the same notice is given of the conference as would be required by subdivision 3 for a meeting, and if the number of directors participating in the conference would be sufficient to constitute a quorum at a meeting. Participation in a meeting by that means constitutes presence in person at the meeting.
(b) A director may participate in a board meeting not described in paragraph (a) by any means of communication through which the director, other directors so participating, and all directors physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by that means constitutes presence in person at the meeting.
Unless the articles or bylaws provide for a different time period, a director may call a board meeting by giving at least ten days' notice or, in the case of organizational meetings, at least three days' notice to all directors of the date, time, and place of the meeting. The notice need not state the purpose of the meeting unless this chapter, the articles, or the bylaws require it.
If the day or date, time, and place of a board meeting have been provided in the articles or bylaws, or announced at a previous meeting of the board, no notice is required. Notice of an adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken.
A director may waive notice of a meeting of the board. A waiver of notice by a director entitled to notice is effective whether given before, at, or after the meeting, and whether given in writing, orally, or by attendance. Attendance by a director at a meeting is a waiver of notice of that meeting, except where the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate in the meeting after the objection.
If the articles or bylaws so provide, a director may give advance written consent or opposition to a proposal to be acted on at a board meeting. If the director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition must be counted as the vote of a director present at the meeting in favor of or against the proposal and must be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.
308C.431 QUORUM.
A majority, or a larger portion or number provided in the articles or bylaws, of the directors currently holding office is a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present may adjourn a meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the proportion of number otherwise required for a quorum.
306.22 ACTION TO QUIET TITLE.
If, for 30 days after May 1 following service or publication, the party or parties fail to conform with the demands of the resolution authorized by section 306.21, the rights of the party or parties may be considered abandoned, and the corporation may, with the approval of its governing board, bring an action in the district court of the county against all parties in default, uniting as many parties in default as it may desire in one action, to have their rights in the lots or parcels terminated and the property restored to the corporation free of any right, title, or interest of the parties, their heirs or assigns. The action in all other respects must be brought and determined in the same manner as ordinary actions to determine title to real estate. However, that part of a tract in which a body lies buried must not be included in any of these proceedings. Sufficient ground must be left adjoining the grave or burial place to provide a proper approach. The excepted portions, if any, must be particularly and fully described.
302A.201 BOARD.
The business and affairs of a corporation shall be managed by or under the direction of a board, subject to the provisions of subdivision 2 and section 302A.457. The members of the first board may be named in the articles or elected by the incorporators pursuant to section 302A.171 or by the shareholders.
The holders of the shares entitled to vote for directors of the corporation may, by unanimous affirmative vote, take any action that this chapter requires or permits the board to take. As to an action taken by the shareholders in that manner:
(a) the directors have no duties, liabilities, or responsibilities as directors under this chapter with respect to or arising from the action;
(b) the shareholders collectively and individually have all of the duties, liabilities, and responsibilities of directors under this chapter with respect to and arising from the action;
(c) if the action relates to a matter required or permitted by this chapter or by any other law to be approved or adopted by the board, either with or without approval or adoption by the shareholders, the action is deemed to have been approved or adopted by the board; and
(d) a requirement that an instrument filed with a governmental agency contain a statement that the action has been approved and adopted by the board is satisfied by a statement that the shareholders have taken the action under this subdivision.
308A.315 FILLING VACANCIES.
If a director's position is vacant, the board may appoint a member of the cooperative to fill the director's position until the next regular or special members' meeting. At the next regular or special members' meeting, the members must elect a director to fill the unexpired term of the vacant director's position.
306.23 EVIDENCE OF ABANDONMENT.
In all cases brought under section 306.22, the following facts are prima facie evidence that the grantee or holder has abandoned the lot:
(1) the fact that the grantee or holder has not used portions of the lots or parcels for burial purposes for more than 75 years in counties having a population over 50,000 according to the 1960 federal decennial census, and 50 years in all other counties, and during that time has not made any provision for the care of the lots beyond that provided uniformly to all lots within the cemetery, and during that time has not given to the corporation a written notice of claim or interest in the lots or parcels; or
(2) the fact that the party has, for a term of 20 years or more, not used the plot or definite parts of it and has failed to keep the lot or parts of it clear of weeds or brush.
306.242 TITLE TO LOTS REGAINED BY ASSOCIATION AFTER 60 YEARS.
As an alternative to the procedure in sections 306.21 to 306.241, a cemetery association incorporated in Minnesota may use the procedures in this section to revest itself with the title to part of a cemetery that was conveyed by deed to a person but that has not been used for the purposes of burial for more than 60 years.
The governing board of a cemetery association may pass a resolution demanding that the owner of part of a cemetery that has been unused for more than 60 years express an interest in the cemetery plot. The board shall personally serve a copy of its resolution on the owner in the same manner as personal service of process in a civil action. The resolution must notify the owner that the owner shall, within 60 days of service of the resolution on the owner, express an interest in retaining the cemetery plot and submit satisfactory evidence of an intention to use the plot for a future burial.
If the owner cannot be personally served with the resolution of the board, as required in subdivision 2, because the owner cannot be found in this state or for another valid reason, the board shall publish its resolution for three successive weeks in a legal newspaper published in the county and mail a copy of the resolution within 14 days after the third publication to the owner's last known address.
If for 60 days after the personal service or publication of the board's resolution the owner or person with a legal interest in the cemetery plot fails to state a valid interest in the use of the cemetery plot for burial purposes, the owner's rights are terminated and that part of the cemetery again belongs to the cemetery association.
308C.451 COMMITTEES.
If the bylaws so provide, the board may establish committees. A resolution approved by the affirmative vote of a majority of the board may establish committees having the authority of the board in the management of the business of the cooperative only to the extent provided in the resolution. Committees may include a special litigation committee consisting of one or more independent directors or other independent persons to consider legal rights or remedies of the cooperative and whether those rights and remedies should be pursued. Committees other than special litigation committees are subject at all times to the direction and control of the board.
Committee members must be natural persons. Unless the articles or bylaws provide for a different membership or manner of appointment, a committee consists of one or more persons, who need not be directors or members, appointed by affirmative vote of a majority of the directors present.
The procedures for meetings of the board apply to committees and members of committees to the same extent as those sections apply to the board and individual directors.
Minutes, if any, of committee meetings must be made available upon request to members of the committee and to any director.
The establishment of, delegation of authority to, and action by a committee does not alone constitute compliance by a director with the standard of conduct set forth in section 308C.455.
Committee members are considered to be directors for purposes of sections 308C.455, 308C.461, and 308C.471.
308A.328 STANDARD OF CONDUCT.
A director shall discharge the duties of the position of director in good faith, in a manner the director reasonably believes to be in the best interests of the cooperative, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. A person who so performs those duties is not liable by reason of being or having been a director of the cooperative.
(a) A director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:
(1) one or more officers or employees of the cooperative who the director reasonably believes to be liable and competent in the matters presented;
(2) counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person's professional or expert competence; or
(3) a committee of the board upon which the director does not serve, duly established by the board, as to matters within its designated authority, if the director reasonably believes the committee to merit confidence.
(b) Paragraph (a) does not apply to a director who has knowledge concerning the matter in question that makes the reliance otherwise permitted by paragraph (a) unwarranted.
A director who is present at a meeting of the board when an action is approved by the affirmative vote of a majority of the directors present is presumed to have assented to the action approved, unless the director:
(1) objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate in the meeting after the objection, in which case the director is not considered to be present at the meeting for any purpose of this chapter;
(2) votes against the action at the meeting; or
(3) is prohibited by a conflict of interest from voting on the action.
In discharging the duties of the position of director, a director may, in considering the best interests of the cooperative, consider the interests of the cooperative's employees, customers, suppliers, and creditors, the economy of the state, and long-term as well as short-term interests of the cooperative and its patron members, including the possibility that these interests may be best served by the continued independence of the cooperative.
Notwithstanding any other provision of law, a director of a cooperative organized and operating under this chapter is governed by the standard of conduct under this section.
308B.451 COMMITTEES.
A resolution approved by the affirmative vote of a majority of the board may establish committees having the authority of the board in the management of the business of the cooperative only to the extent provided in the resolution. Committees may include a special litigation committee consisting of one or more independent directors or other independent persons to consider legal rights or remedies of the cooperative and whether those rights and remedies should be pursued. Committees other than special litigation committees are subject at all times to the direction and control of the board.
Committee members must be natural persons. Unless the articles or bylaws provide for a different membership or manner of appointment, a committee consists of one or more persons, who need not be directors, appointed by affirmative vote of a majority of the directors present.
The procedures for meetings of the board apply to committees and members of committees to the same extent as those sections apply to the board and individual directors.
Minutes, if any, of committee meetings must be made available upon request to members of the committee and to any director.
The establishment of, delegation of authority to, and action by a committee does not alone constitute compliance by a director with the standard of conduct set forth in section 308B.455.
Committee members are considered to be directors for purposes of sections 308B.455, 308B.461, and 308B.471.
302A.209 ACTS NOT VOID OR VOIDABLE.
The expiration of a director's term with or without the election of a qualified successor does not make prior or subsequent acts of the officers or the board void or voidable.
308C.435 ACT OF BOARD OF DIRECTORS.
The board shall take action by the affirmative vote of a majority of directors present at a duly held meeting at the time the action is taken, except where this chapter, the articles, or bylaws require the affirmative vote of a larger proportion or number. If the articles or bylaws require a larger proportion or number than is required by this chapter for a particular action, the articles or bylaws control.
308C.441 ACTION WITHOUT A MEETING.
An action required or permitted to be taken at a board meeting may be taken by written action signed by all of the directors. If the articles or bylaws so provide, any action, other than an action requiring member approval, may be taken by written action signed by the number of directors that would be required to take the same action at a meeting of the board at which all directors were present. If the board takes an action without a meeting, the written action must be signed by all of the members of the board, must state why the action was taken without a meeting, and must be placed in the corporate records of the cooperative.
The written action is effective when signed by the required number of directors, unless a different effective time is provided in the written action.
When written action is permitted to be taken by less than all directors, all directors must be notified immediately of its text and effective date. Failure to provide the notice does not invalidate the written action. A director who does not sign or consent to the written action has no liability for the action or actions taken by the written action.
308A.321 REMOVAL OF DIRECTORS.
Members may remove a director at a members' meeting for cause related to the duties of the position of director and fill the vacancy caused by the removal.
308A.327 ELECTRIC COOPERATIVE; BOARD MEETINGS.
A regular or special meeting of the board of directors of an electric cooperative that has more than 50,000 members must be open to all members of the cooperative. The board shall give reasonable prior notice of meetings. The board may close a meeting or a portion of a meeting, provided the board has made a written determination that a closed meeting is necessary for one of the following reasons:
(1) to discuss personnel matters, compensation issues, labor negotiations, billing and credit information, or an issue that may tend to prejudice the reputation of an individual;
(2) to discuss threatened or pending litigation, issues subject to an attorney-client privilege, or other legal information, the knowledge of which may have an adverse effect on the cooperative's legal position; or
(3) to discuss or disclose information that, if discussed in an open meeting, would result in impairment of the cooperative's competitive or financial position, interfere with a business opportunity, or reveal proprietary information.
For the purposes of clause (3), a business opportunity means an opportunity for substantial financial improvement of the cooperative that, if generally known, would likely jeopardize the opportunity itself.
The board may close a portion of a meeting after announcing during an open meeting the item of business to be discussed during the closed portion.
306.241 DEPOSIT OF NET PROCEEDS FROM LOT RESALES.
The proceeds from the subsequent resale of lots or parcels the title to which has revested in the corporation under sections 306.21 to 306.24, or 306.242, less the costs and expenses incurred in proceedings approved by the district court, become a part of the permanent care and improvement fund of the corporation.
308A.325 LIMITATION OF DIRECTOR'S LIABILITY.
A director's personal liability to the cooperative or members for monetary damages for breach of fiduciary duty as a director may be eliminated or limited in the articles as provided in subdivision 2.
The articles may not eliminate or limit the liability of a director:
(1) for a breach of the director's duty of loyalty to the cooperative or its members;
(2) for acts or omissions that are not in good faith or involve intentional misconduct or a knowing violation of law;
(3) for a transaction from which the director derived an improper personal benefit; or
(4) for an act or omission occurring before the date when the provision in the articles eliminating or limiting liability becomes effective.
302A.203 NUMBER.
The board shall consist of one or more directors. The number of directors shall be fixed by or in the manner provided in the articles or bylaws. The number of directors may be increased or, subject to section 302A.223, decreased at any time by amendment to or in the manner provided in the articles or bylaws.
306.24 RECORDING OF JUDGMENT.
A certified copy of the judgment in an action to quiet title under section 306.22 may be recorded in the office of the county recorder in the county in which the parcel is located.
302A.205 QUALIFICATIONS; ELECTION.
Directors shall be natural persons. The method of election and any additional qualifications for directors may be imposed by or in the manner provided in the articles or bylaws.
308B.445 AUDIT COMMITTEE.
The board shall establish an audit committee to review the financial information and accounting report of the cooperative. The cooperative shall have the financial information audited for presentation to the members unless the bylaws allow financial statements that are not audited and the financial statements clearly state that they are not audited and the difference between the financial statements and audited financial statements that are prepared according to generally accepted accounting procedures. The directors shall elect members to the audit committee. The audit committee shall ensure an independent review of the cooperative's finances and audit.
308B.435 ACT OF BOARD OF DIRECTORS.
The board shall take action by the affirmative vote of the greater of (1) a majority of directors present at a duly held meeting at the time the action is taken, or (2) a majority of the minimum proportion or number of directors that would constitute a quorum for the transaction of business at the meeting, except where this chapter, the articles, or bylaws require the affirmative vote of a larger proportion or number. If the articles or bylaws require a larger proportion or number than is required by this chapter for a particular action, the articles or bylaws control.
308B.441 ACTION WITHOUT A MEETING.
An action required or permitted to be taken at a board meeting may be taken by written action signed by all of the directors. If the articles or bylaws so provide, any action, other than an action requiring member approval, may be taken by written action signed by the number of directors that would be required to take the same action at a meeting of the board at which all directors were present.
The written action is effective when signed by the required number of directors, unless a different effective time is provided in the written action.
When written action is permitted to be taken by less than all directors, all directors must be notified immediately of its text and effective date. Failure to provide the notice does not invalidate the written action. A director who does not sign or consent to the written action has no liability for the action or actions taken by the written action.
306.243 MAINTAINING ABANDONED CEMETERIES.
A county board may appropriate the general revenue funds it determines necessary for the improvement and maintenance of the cemetery if there is in the county, whether or not within the corporate limits of a town or statutory city, either of the following:
(1) a cemetery that has been abandoned or neglected and the association having had charge of the cemetery has disbanded or fails to act; or
(2) an abandoned or neglected private cemetery containing the remains of pioneers or residents of this state, deceased before 1875 or civil war veterans or veterans of the armed services of the United States of any previous war.
If there is an isolated grave or graves located outside the boundaries of a cemetery or outside an abandoned or neglected private cemetery, as described in subdivision 1, the county board of the county where the grave is located may order the disinterment and the reinterment of the body in some cemetery controlled by an organized cemetery association. The county board may appropriate funds for paying perpetual care to that association for the care of the grave or graves.
The management and supervision of the maintenance and care of the abandoned cemeteries, and abandoned or neglected private cemeteries, or the removal of bodies as provided in this section must be delegated by the county board to the county highway department or to some existing cemetery association, veterans organization or Boy Scouts of America Area Council, or other charitable institution. That organization is responsible to the county board for its acts.
If funds for the care and maintenance of an abandoned or neglected private cemetery described in subdivision 1 are raised by an organization or institution other than an existing cemetery association, the funds may be paid to the county treasurer to be held or disbursed by the county board for the purposes for which the funds are raised.
A county that has assumed maintenance of an abandoned cemetery under this section for a period of at least one year may transfer the cemetery land and property as provided in section 306.02.
A county that has accepted responsibility for an abandoned cemetery may prohibit further burials in the abandoned cemetery, and may cease all acceptance of responsibility for new burials.
308C.455 STANDARD OF CONDUCT.
A director shall discharge the duties of the position of director in good faith, in a manner the director reasonably believes to be in the best interests of the cooperative, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. A person who so performs those duties is not liable by reason of being or having been a director of the cooperative.
(a) A director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:
(1) one or more officers or employees of the cooperative who the director reasonably believes to be liable and competent in the matters presented;
(2) counsel, public accountants, the general manager or management company, or other persons as to matters that the director reasonably believes are within the person's professional or expert competence; or
(3) a committee of the board upon which the director does not serve, duly established by the board, as to matters within its designated authority, if the director reasonably believes the committee to merit confidence.
(b) Paragraph (a) does not apply to a director who has knowledge concerning the matter in question that makes the reliance otherwise permitted by paragraph (a) unwarranted.
A director who is present at a meeting of the board when an action is approved by the affirmative vote of a majority of the directors present is presumed to have assented to the action approved, unless the director:
(1) objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate in the meeting after the objection, in which case the director is not considered to be present at the meeting for any purpose of this chapter;
(2) votes against the action at the meeting; or
(3) is prohibited by a conflict of interest from voting on the action.
In discharging the duties of the position of director, a director may, in considering the best interests of the cooperative, consider the interests of the cooperative's employees, vendors, agents, suppliers, and creditors, the economy of the state, and long-term as well as short-term interests of the cooperative and its members, including the possibility that these interests may be best served by the continued independence of the cooperative.
308A.401 OFFICERS.
(a) The board shall elect:
(1) a president;
(2) one or more vice-presidents;
(3) a secretary; and
(4) a treasurer.
(b) The board may elect additional officers as the articles or bylaws authorize or require.
The offices of secretary and treasurer may be combined and if combined the person filling the office shall be termed secretary-treasurer.
If the bylaws provide, the board may elect directors as a chair and one or more vice-chairs.
The president and vice-president must be directors and members unless the articles or bylaws provide for a chair and one or more vice-chairs and the articles or bylaws do not require otherwise. The treasurer, secretary, and additional officers need not be directors or members.
Members may remove an officer at a members' meeting for cause related to the duties of the position of the officer and fill the vacancy caused by the removal.
302A.207 TERMS.
Unless fixed terms are provided for in the articles or bylaws, a director serves for an indefinite term that expires at the next regular meeting of the shareholders. A fixed term of a director shall not exceed five years. A director holds office for the term for which the director was elected and until a successor is elected and has qualified, or until the earlier death, resignation, removal, or disqualification of the director.
302A.211 COMPENSATION.
Subject to any limitations in the articles or bylaws, the board may fix the compensation of directors.
308C.461 DIRECTOR CONFLICTS OF INTEREST.
(a) A contract or other transaction between a cooperative and one or more of its directors, or between a cooperative and a business entity in or of which one or more of its directors are governors, directors, managers, officers, or legal representatives or have a material financial interest, is not void or voidable because the director or directors or the other business entities are parties or because the director or directors are present at the meeting of the members or the board or a committee at which the contract or transaction is authorized, approved, or ratified, if:
(1) the contract or transaction was, and the person asserting the validity of the contract or transaction sustains the burden of establishing that the contract or transaction was, fair and reasonable as to the cooperative at the time it was authorized, approved, or ratified, and:
(i) the material facts as to the contract or transaction and as to the director's or directors' interest are disclosed or known to the members; and
(ii) the material facts as to the contract or transaction and as to the director's or directors' interest are fully disclosed or known to the board or a committee, and the board or committee authorizes, approves, or ratifies the contract or transaction in good faith by a majority of the board or committee, but the interested director or directors are not counted in determining the presence of a quorum and must not vote; or
(2) the contract or transaction is a distribution, contract, or transaction that is made available to all members as part of the cooperative's business.
(b) If a committee is elected or appointed to authorize, ratify, or approve a contract or transaction under this section, the members of the committee must not have a conflict of interest and be charged with representing the best interests of the cooperative.
For purposes of this section: a director has a material financial interest in each organization in which the director or the spouse; parents; children and spouses of children; brothers and sisters and spouses of brothers and sisters; and the brothers and sisters of the spouse of the director or any combination of them have a material financial interest. For purposes of this section, a contract or other transaction between a cooperative and the spouse; parents; children and spouses of children; brothers and sisters and spouses of brothers and sisters; and the brothers and sisters of the spouse of a director or any combination of them, is considered to be a transaction between the cooperative and the director.
308A.501 CAPITAL STOCK.
The amount, number of shares, and par value of the authorized capital stock may be increased or decreased and classes of the capital stock may be established or altered by amending the articles at a regular members' meeting or at a special members' meeting called for the purpose of the amendment.
A share of stock may not be issued until at least the par value of the share has been paid for in cash or a cash equivalent.
Stock in a cooperative may only be sold or transferred with the approval of the board.
(a) The bylaws must provide that the cooperative has the first privilege of purchasing stock of any class offered for sale by a stockholder.
(b) Stock acquired by the cooperative may be held as treasury stock or may be retired and canceled.
306.245 NEGLECTED CEMETERIES; DUTIES OF TOWN BOARD.
The town board of supervisors may maintain in a proper manner, and keep free of weeds, a cemetery that has been neglected for at least ten years.
308B.455 STANDARD OF CONDUCT.
A director shall discharge the duties of the position of director in good faith, in a manner the director reasonably believes to be in the best interests of the cooperative, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. A person who so performs those duties is not liable by reason of being or having been a director of the cooperative.
(a) A director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:
(1) one or more officers or employees of the cooperative who the director reasonably believes to be liable and competent in the matters presented;
(2) counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person's professional or expert competence; or
(3) a committee of the board upon which the director does not serve, duly established by the board, as to matters within its designated authority, if the director reasonably believes the committee to merit confidence.
(b) Paragraph (a) does not apply to a director who has knowledge concerning the matter in question that makes the reliance otherwise permitted by paragraph (a) unwarranted.
A director who is present at a meeting of the board when an action is approved by the affirmative vote of a majority of the directors present is presumed to have assented to the action approved, unless the director:
(1) objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate in the meeting after the objection, in which case the director is not considered to be present at the meeting for any purpose of this chapter;
(2) votes against the action at the meeting; or
(3) is prohibited by a conflict of interest from voting on the action.
In discharging the duties of the position of director, a director may, in considering the best interests of the cooperative, consider the interests of the cooperative's employees, customers, suppliers, and creditors, the economy of the state, and long-term as well as short-term interests of the cooperative and its patron members, including the possibility that these interests may be best served by the continued independence of the cooperative.
308C.465 LIMITATION OF DIRECTOR'S LIABILITY.
A director's personal liability to the cooperative or members for monetary damages for breach of the standards of conduct may be eliminated or limited in the articles or bylaws except as provided in subdivision 2.
The articles or bylaws may not eliminate or limit the liability of a director:
(1) for a breach of the director's obligation to act in good faith in a manner the director reasonably believes to be in the best interests of the cooperative, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances;
(2) for acts or omissions that are not in good faith or involve intentional misconduct or a knowing violation of law;
(3) for knowing violations of laws or for illegal distributions;
(4) for a transaction from which the director derived an improper personal benefit; or
(5) for an act or omission occurring before the date when the provision in the articles or bylaws eliminating or limiting liability becomes effective.
306.246 CEMETERY MAINTENANCE FUNDS.
A county, city, or town may disburse funds for the general maintenance of abandoned or neglected cemeteries.
302A.213 CLASSIFICATION OF DIRECTORS.
Directors may be divided into classes as provided in the articles or bylaws.
309.533 INVESTIGATIONS.
The attorney general:
(a) may make public or private investigations within or outside the state as deemed necessary by the attorney general to determine whether any person has violated or is about to violate any provision of sections 309.50 to 309.61 or any rule or order thereunder, or to aid in the enforcement of sections 309.50 to 309.61 in the prescribing of rules and forms thereunder, and may publish information, concerning the violation of sections 309.50 to 309.61 or any rule or order thereunder.
(b) may require or permit any person to file a statement in writing, under oath or otherwise as the attorney general determines, as to all facts and circumstances concerning the matter being investigated.
[Repealed, 1987 c 336 s 47]
[Repealed, 1987 c 336 s 47]
[Repealed, 1987 c 336 s 47]
In connection with an investigation under this section, the attorney general may obtain discovery from any person regarding any matter, fact, or circumstance, not privileged, that is relevant to the subject matter involved in the investigation, in accordance with the provisions of section 8.31.
308A.503 HEALTH CARE COOPERATIVE MEMBERS.
For a health care network cooperative, the policyholder is the member provided that if the policyholder is an individual enrollee, the individual enrollee is the member, and if the policyholder is an employer or other group type, entity, or association, the group policyholder is the member.
For a health provider cooperative, the licensed health care provider, professional corporation, partnership, hospital, or other licensed provider is the member, as provided in the articles or bylaws.
The state, or any agency, instrumentality, or political subdivision of the state, may be a member of a health care cooperative. Any governmental hospital authorized, organized or operated under chapter 158, 250, 376, or 397 or under section 412.221, 447.05 to 447.13, or 471.50, or under any special law authorizing or establishing a hospital or hospital district, may be a member of a health care provider cooperative.
308B.465 LIMITATION OF DIRECTOR'S LIABILITY.
A director's personal liability to the cooperative or members for monetary damages for breach of fiduciary duty as a director may be eliminated or limited in the articles or bylaws except as provided in subdivision 2.
The articles or bylaws may not eliminate or limit the liability of a director:
(1) for a breach of the director's duty of loyalty to the cooperative or its members;
(2) for acts or omissions that are not in good faith or involve intentional misconduct or a knowing violation of law;
(3) for knowing violations of securities laws or for illegal distributions;
(4) for a transaction from which the director derived an improper personal benefit; or
(5) for an act or omission occurring before the date when the provision in the articles or bylaws eliminating or limiting liability becomes effective.
302A.215 VOTING FOR DIRECTORS; CUMULATIVE VOTING.
Unless otherwise provided in the articles, directors are elected by a plurality of the voting power of the shares present and entitled to vote on the election of directors at a meeting at which a quorum is present.
Unless the articles provide that there shall be no cumulative voting, and except as provided in section 302A.223, subdivision 5, each shareholder entitled to vote for directors has the right to cumulate those votes in the election of directors by giving written notice of intent to cumulate those votes to any officer of the corporation before the meeting, or to the presiding officer at the meeting at which the election is to occur at any time before the election of directors at the meeting, in which case:
(a) The presiding officer at the meeting shall announce, before the election of directors, that shareholders shall cumulate their votes; and
(b) Each shareholder shall cumulate those votes either by casting for one candidate the number of votes equal to the number of directors to be elected multiplied by the number of votes represented by the shares, or by distributing all of those votes on the same principle among any number of candidates.
With respect to a corporation that is not a publicly held corporation, no amendment to the articles or bylaws that has the effect of denying, limiting, or modifying the right to cumulative voting for directors provided in this section shall be adopted if the votes of a proportion of the voting power sufficient to elect a director at an election of the entire board under cumulative voting are cast against the amendment.
306.25 CANCELLATION AND TERMINATION OF CONTRACTS FOR PURCHASE OF LOTS BY CERTAIN ASSOCIATIONS; REFUNDS.
When a cemetery association organized under state law agrees to convey to a person the right of burial upon any platted lot or designated piece of ground or in an entombment or inurnment space in a mausoleum within the cemetery, by which contract the association reserves the right to terminate the contract in case of default by the purchaser, and to forfeit the payments made as liquidated damages, it may do so by serving upon the purchaser, a personal representative, or assigns, the notice provided in section 559.21. The notice must specify the conditions defaulted upon, and state that the contract will terminate 30 days after the service of the notice, unless before the expiration of that time the purchaser complies with the conditions and pays the costs of service. If the contract allows it, the notice may be served upon the purchaser by certified mail with return receipt requested by depositing the notice in the post office, with the postage prepaid, and addressed to the purchaser at the address given in the contract or as later changed by written notice to the association. If the notice of default is served by mail, the 30-day period provided in this section begins to run on the date the notice is deposited in the post office.
If a burial has been made on the platted lot or designated piece of ground, or in an entombment or inurnment space in a mausoleum sold under the previously mentioned contract, the contract may be terminated only as to the part of the premises or entombment or inurnment space not actually occupied by the burial or by an entombment or inurnment.
Laws 1943, chapter 216, does not apply to contracts existing prior to its passage.
308A.505 SUBJECT TO SECURITIES LAW.
Cooperatives are subject to the provisions of chapter 80A, except as specifically provided in sections 80A.45 and 80A.46.
306.26 EXISTING CONTRACTS.
A contract entered into by a cemetery association before April 14, 1927, for the sale of lots or tracts for burial purposes that contains a provision for the termination of the contract may be terminated as provided in section 306.25.
308C.475 OFFICERS.
(a) The board shall elect:
(1) a president or chief executive officer;
(2) one or more vice presidents;
(3) a secretary; and
(4) a treasurer or chief financial officer.
(b) The officers, other than the president or a general manager, shall not have the authority to bind the cooperative except as authorized by the board.
The board may elect additional officers as the articles or bylaws authorize or require.
The offices of secretary and treasurer may be combined.
All officers must be members of the cooperative.
Officers of the cooperative shall be elected at such intervals as the articles or bylaws authorize or require and will hold office at the pleasure of the board.
Upon an affirmative vote of a majority of the members of the board, any officer may be removed with or without cause, and the officer's successor selected at any regular meeting of the board, or at any special meeting of the board called for such a purpose.
The board may employ a general manager to manage the day-to-day affairs and business of the cooperative, and if a general manager is employed, the general manager shall have the authority to implement the functions, duties, and obligations of the cooperative except as restricted by the board. The general manager shall not exercise authority reserved to the board or the members under this chapter, the articles, or the bylaws.
302A.221 RESIGNATION.
A director may resign at any time by giving written notice to the corporation. The resignation is effective without acceptance when the notice is given to the corporation, unless a later effective time is specified in the notice.
309.54 RECORDS.
Registration statements, annual reports, and other documents required to be filed shall become public records in the Office of the Attorney General.
Every person subject to sections 309.50 to 309.61 shall maintain, for not less than three years from the date of preparation, accurate and detailed books and records to provide the information required by sections 309.50 to 309.61. All such books and records shall be open to inspection at all reasonable times by the attorney general.
Every charitable organization which is required to file an annual report under section 309.53 shall keep and maintain, at the place designated in its registration statement, the original books and records, or true copies thereof, pertaining to all money or other property collected from residents of this state and to the disbursement of such money or property. Such books and records shall be preserved for a period of not less than three years from the date of preparation thereof.
308A.601 GROUPING OF MEMBERS.
A cooperative may in the articles or bylaws group members in districts, local units, or another basis.
The board may do things necessary to implement the use of districts or local units including setting the time and place and prescribing the rules of conduct for holding meetings by districts or local units to elect delegates to members' meetings.
306.27 LIMITATION.
Nothing in sections 306.25 and 306.26 shall be construed as repealing, expressly or by implication, any of the provisions of sections 306.16 to 306.20 or sections 306.21 to 306.24.
302A.223 REMOVAL OF DIRECTORS.
The provisions of this section apply unless modified by the articles, the bylaws, or an agreement described in section 302A.457.
A director may be removed at any time, with or without cause, if:
(a) the director was named by the board to fill a vacancy;
(b) the shareholders have not elected directors in the interval between the time of the appointment to fill a vacancy and the time of the removal; and
(c) a majority of the remaining directors present affirmatively vote to remove the director.
Except as provided in subdivision 4, any one or all of the directors may be removed at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of all shares entitled to vote at an election of directors; provided that, if a director has been elected solely by the holders of a class or series of shares, as stated in the articles or bylaws, then that director may be removed only by the affirmative vote of the holders of a majority of the voting power of all shares of that class or series entitled to vote at an election of that director.
In a corporation having cumulative voting, unless the entire board is removed simultaneously, a director is not removed from the board if there are cast against removal of the director the votes of a proportion of the voting power sufficient to elect the director at an election of the entire board under cumulative voting.
New directors may be elected at a meeting at which directors are removed. If the corporation allows cumulative voting and a shareholder notifies the presiding officer at any time prior to the election of new directors of intent to cumulate the votes of the shareholder, the presiding officer shall announce before the election that cumulative voting is in effect, and shareholders shall cumulate their votes as provided in section 302A.215, subdivision 1, clause (b).
308B.475 OFFICERS.
(a) The board shall elect:
(1) a chair; and
(2) one or more vice-chairs.
(b) The board shall elect or appoint:
(1) a records officer; and
(2) a financial officer.
(c) The officers, other than the chief executive officer, shall not have the authority to bind the cooperative except as authorized by the board.
The board may elect additional officers as the articles or bylaws authorize or require.
The offices of records officer and financial officer may be combined.
The chair and first vice-chair shall be directors and members. The financial officer, records officer, and additional officers need not be directors or members.
The board may employ a chief executive officer to manage the day-to-day affairs and business of the cooperative, and if a chief executive officer is employed, the chief executive officer shall have the authority to implement the functions, duties, and obligations of the cooperative except as restricted by the board. The chief executive officer shall not exercise authority reserved to the board or the members under this chapter, the articles, or the bylaws.