piers109uk/MN-Statutes huggingface dataset:
308C.502 MEMBER RESTRICTIONS.
In accordance with the applicable provisions of the Fair Housing Act, Title VIII of the Civil Rights Act of 1968, as amended; United States Code, title 42, chapter 3607, section 807(a)(b)(1)(2), and the rules and regulations of the United States Department of Housing and Urban Development applicable with respect to housing for older persons contained in Code of Federal Regulations, title 24, subtitle B, chapter I, subpart E, section 100.300-308, membership and housing in a cooperative governed by this chapter may be age restricted to older persons. As used in this section, "housing for older persons" means housing:
(1) intended for, and solely occupied by, persons 62 years of age or older, except that:
(i) as to joint holders of a membership, only one person need be age 62 or older; and
(ii) as to a trust that is the holder of a membership pursuant to the requirements of this chapter, only one beneficiary who intends to occupy the cooperative as a member need be age 62 or older; or
(2) intended and operated for occupancy by persons 55 years of age or older, and:
(i) at least 80 percent of the occupied units are occupied by at least one person who is 55 years of age or older;
(ii) the housing facility or community publishes and adheres to policies and procedures that demonstrate the intent required under this clause; and
(iii) the housing facility or community complies with rules issued by the secretary of housing and urban development for verification of occupancy, which shall:
(A) provide for verification by reliable surveys and affidavits; and
(B) include examples of the types of policies and procedures relevant to a determination of compliance with the requirement of item (ii). Such surveys and affidavits shall be admissible in administrative and judicial proceedings for the purposes of such verification.
In accordance with the applicable provisions of the Fair Housing Act, Title VIII of the Civil Rights Act of 1968, as amended; United States Code, title 42, chapter 3607, section 807(a)(b)(1)(2), membership and housing in a cooperative governed by this chapter may be restricted to persons of low or moderate income.
Membership and housing in a cooperative governed by this chapter may be restricted to persons engaged in a specific activity or persons who meet a specified characteristic based on past activity provided such restriction does not violate any provision of the Fair Housing Act, Title VIII of the Civil Rights Act of 1968, as amended; United States Code, title 42, chapter 3607, section 807(a)(b)(1)(2).
Cooperatives governed by this chapter may impose the same age or income restrictions on any nonmember occupants the board may permit to reside at the housing cooperative.
308A.605 MEMBER AND STOCKHOLDER VIOLATIONS.
(a) A stockholder who knowingly, intentionally, or repeatedly violates a provision of the bylaws may be required by the board to surrender stock of any class owned by the stockholder.
(b) The cooperative shall refund to the stockholder for the surrendered stock the lesser of the par value or the book value of the stock.
(c) Stock required to be surrendered shall be retired and canceled by the board.
A member who knowingly, intentionally, or repeatedly violates a provision of the bylaws may be required by the board to surrender membership in the cooperative.
306.28 PROPERTY SALES BY PUBLIC CEMETERY ASSOCIATIONS.
A public cemetery association which owns land that is or may be no longer used for the burial of the dead may exercise any or all of the following powers:
(1) to institute and prosecute to final judgment an action to determine adverse claims to the land in accordance with the laws relating to actions to determine adverse claims;
(2) to sell and convey the land; or
(3) to transfer and assign any funds or other property it may possess to another public cemetery association serving the same community in the burial of the dead.
None of these powers shall be exercised as long as any dead remain buried in the cemetery.
302A.225 VACANCIES.
Unless different rules for filling vacancies are provided for in the articles or bylaws:
(a)(1) Vacancies on the board resulting from the death, resignation, removal, or disqualification of a director may be filled by the affirmative vote of a majority of the remaining directors, even though less than a quorum; and
(2) Vacancies on the board resulting from newly created directorships may be filled by the affirmative vote of a majority of the directors serving at the time of the increase; and
(b) Each director elected under this section to fill a vacancy holds office until a qualified successor is elected by the shareholders at the next regular or special meeting of the shareholders.
308C.505 MEMBER NOT LIABLE FOR COOPERATIVE DEBTS.
A member is not, merely on the account of that status, personally liable for the acts, debts, liabilities, or obligations of a cooperative. A member is liable for any unpaid subscription for the membership interest, unpaid membership fees or carrying charges, or a debt for which the member has separately contracted with the cooperative.
309.556 PUBLIC DISCLOSURE REQUIREMENTS.
Prior to orally requesting a contribution or contemporaneously with a written request for a contribution, the following information shall be clearly disclosed:
(a) the name and location by city and state of each charitable organization on behalf of which the solicitation is made;
(b) the tax deductibility of the contribution; and
(c) a description of the charitable program for which the solicitation campaign is being carried out; and, if different, a description of the programs and activities of the organization on whose behalf the solicitation campaign is being carried out.
If the solicitation is made by direct personal contact, the required information shall also be disclosed prominently on a written document which shall be exhibited to the person solicited. If the solicitation is made by radio, television, letter, telephone, or any other means not involving direct personal contact, the required information shall be clearly disclosed in the solicitation.
In addition to the disclosures required by subdivision 1, any professional fundraiser soliciting contributions in this state shall also disclose the name of the professional fundraiser as on file with the attorney general and that the solicitation is being conducted by a "professional fundraiser." The disclosures required by this subdivision shall be given in the same manner as the disclosures required by subdivision 1.
308A.611 REGULAR MEMBERS' MEETINGS.
Regular members' meetings must be held annually at a time determined by the board, unless otherwise provided for in the articles or bylaws.
The regular members' meeting shall be held at the principal place of business of the cooperative, or at another conveniently located place as determined by the bylaws or the board. A cooperative constituted entirely or partially of other cooperatives or associations organized under the laws of another state, or doing business in another state, may hold regular members' meetings at a place within or outside of the state, as designated in the notice of the meeting.
The officers must submit reports to the members at the regular members' meeting covering the business of the cooperative for the previous fiscal year that show the condition of the cooperative at the close of the fiscal year.
All directors shall be elected at the regular members' meeting for the terms of office prescribed in the bylaws, except for directors elected at district or local unit meetings.
(a) The secretary shall give notice of regular members' meetings by:
(1) publication in a legal newspaper published in the county of the principal place of business of the cooperative;
(2) publication in a magazine, periodical, or other publication of the cooperative that is regularly published by or on behalf of the cooperative and circulated generally among members; or
(3) mailing the regular members' meeting notice to each member personally at the person's last known post office address, which for a member cooperative means notice mailed to the secretary of the cooperative.
(b) The regular members' meeting notice must be published at least two weeks before the date of the meeting or mailed at least 15 days before the date of the meeting.
308B.505 MEMBER NOT LIABLE FOR COOPERATIVE DEBTS.
A member is not, merely on the account of that status, personally liable for the acts, debts, liabilities, or obligations of a cooperative. A member is liable for any unpaid subscription for the membership interest, unpaid membership fees, or a debt for which the member has separately contracted with the cooperative.
306.29 DISPOSAL OF LOTS BY OWNERS.
An owner of a cemetery lot may dispose of the lot by will to a relative who may be a survivor, or to the cemetery association or private cemetery, as the case may be, in trust for the use and benefit of any person or persons designated in the will. However, no lot may be affected by a testamentary devise unless the lot is specifically mentioned in the will and limited by it to one particular person. An owner of a cemetery lot may, while living, convey the lot to the cemetery association or the private cemetery in trust for the use and benefit of a person named in the trust conveyance. The conveyance may contain conditions, provisions, and covenants as the parties agree upon. No interment shall be made in any lot, except by written consent of the cemetery association or private cemetery, as the case may be, of a person who was not at the time of death, the owner of the lot or a relative of the owner by blood or marriage. Every conveyance or alienation or attempt at conveyance or alienation of any right, title, or interest in or to the lot contrary to the conditions and reservations of this section is void. Every cemetery association, or private cemetery, as the case may be, shall keep a record of all deeds, conveyances, judgments, decrees, or other documents affecting the title to lots in the cemetery. Certified copies of any of these documents shall be received in evidence by the courts. The cemetery association or private cemetery may, instead of deeding the fee title to this lot, grant only the exclusive right of interment in the lot.
308C.511 REGULAR MEMBER MEETINGS.
Regular member meetings shall be held annually at a time determined by the board, unless more frequent meetings are provided for in the bylaws.
The regular member meeting shall be held at the principal place of business of the cooperative or at another conveniently located place as determined by the bylaws or the board.
Unless additional information is required by the bylaws, the officers shall submit reports to the members at the regular member meetings covering the business of the cooperative for the previous fiscal year that show the financial condition of the cooperative at the close of the fiscal year.
All directors shall be elected at the regular member meeting for the terms of office prescribed in the bylaws.
The cooperative shall give notice of regular member meetings by personal delivery of the meeting notice to each member or mailing the regular member meeting notice to each member at the member's post office address as it appears on the membership book of the cooperative, or by other notification approved by the board and agreed to by the members. The regular member meeting notice shall be published or otherwise given by approved method at least two weeks before the date of the meeting, or mailed at least 15 days, but not more than 30 days before the date of the meeting.
A member may waive notice of a meeting of members. A waiver of notice by a member 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 member at a meeting is a waiver of notice of that meeting, except where the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting.
302A.239 ACTION WITHOUT MEETING.
An action required or permitted to be taken at a board meeting may be taken by written action signed, or consented to by authenticated electronic communication, by all of the directors. If the articles so provide, any action, other than an action requiring shareholder approval, may be taken by written action signed, or consented to by authenticated electronic communication, 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, or consented to by authenticated electronic communication, 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 shall 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 thereby.
308B.525 QUORUM.
The quorum for a members' meeting to transact business shall be:
(1) ten percent of the total number of members for a cooperative with 500 or fewer members; or
(2) 50 members for cooperatives with more than 500 members.
In determining a quorum at a meeting, on a question submitted to a vote by mail or an alternative method, members present in person or represented by mail vote or the alternative voting method shall be counted. The attendance of a sufficient number of members to constitute a quorum shall be established by a registration of the members of the cooperative present at the meeting. The registration shall be verified by the chair or the records officer of the cooperative and shall be reported in the minutes of the meeting.
An action by a cooperative is not valid or legal in the absence of a quorum at the meeting at which the action was taken.
309.581 VIOLATIONS; PENALTIES.
Any person who willfully and knowingly violates any provision of sections 309.50 to 309.61, or who willfully and knowingly gives false information to the attorney general in statements, reports, or contracts required to be filed by sections 309.50 to 309.61 shall be guilty of a misdemeanor.
309.582 CONSULTANTS.
The attorney general may retain as consultants such accountants or other experts as the administration of this chapter may require.
306.34 BONDS.
Before entering upon duties, each person chosen as a trustee of the fund shall give a bond to the association equal to one-third the amount of the fund at that time, or $500, whichever is more, conditioned upon the faithful discharge of the trust. On July 1 of each even-numbered year, every trustee shall give a new bond, in that amount and with those conditions. Every bond must be approved by a judge of the judicial district in which the cemetery or some part of it is located and filed with the treasurer of the association. A trustee who fails to renew a bond within 30 days after the time provided in this section may be removed on application of an interested person.
308A.635 MEMBER VOTING RIGHTS.
A member of a cooperative is only entitled to one vote, except that a member of a cooperative described in section 308A.641 may be entitled to more than one vote as provided in that section.
If a vote of members is taken on any matter, including a petition pursuant to section 216B.02, subdivision 4, the spouse of the member may vote on behalf of the member unless the member has indicated otherwise.
A member or delegate may exercise voting rights on any matter that is before the members at a members' meeting from the time the member or delegate arrives at the members' meeting, unless the articles or bylaws specify an earlier and specific time for closing the right to vote.
A member's vote at a members' meeting must be in person or by mail if a mail vote is authorized by the board, or by electronic means if an electronic vote is authorized by the board, and not by proxy except as provided in subdivisions 2 and 5.
(a) A cooperative may provide in the articles or bylaws that local units of members are entitled to be represented at members' meetings by delegates chosen by the members of the unit. The delegates may vote on matters at the members' meeting in the same manner as a member. The delegates may only exercise the voting rights on a basis and with the number of votes as prescribed in the articles or bylaws.
(b) If the approval of a certain portion of the members is required for adoption of amendments, a dissolution, a merger, a consolidation, or a sale of assets, the votes of delegates shall be counted as votes by the members represented by the delegate.
Notwithstanding the provisions of this section, the requirements and procedures for membership voting for a health care cooperative shall be as provided in the bylaws.
(a) A member who is absent from a members' meeting may vote by mail or by electronic means on the ballot prescribed in this subdivision on any motion, resolution, or amendment that the board submits for vote by mail to the members.
(b) The ballot shall be in the form prescribed by the board and contain:
(1) the exact text of the proposed motion, resolution, or amendment to be acted on at the meeting; and
(2) spaces opposite the text of the motion, resolution, or amendment in which the member may indicate an affirmative or negative vote.
(c) If the vote is by mail, the member shall express a choice by marking an "X" in the appropriate space on the ballot and mail or deliver the ballot to the cooperative in a plain, sealed envelope inside another envelope bearing the member's name.
(d) The member may vote by electronic means if the cooperative is able to authenticate that it is the cooperative member who is casting the vote.
(e) A properly executed ballot shall be accepted by the board and counted as the vote of the absent member at the meeting.
302A.241 COMMITTEES.
A resolution approved by the affirmative vote of a majority of the directors currently holding office may establish committees having the authority of the board in the management of the business of the corporation 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 corporation and whether those rights and remedies should be pursued. Committees other than special litigation committees and committees formed pursuant to section 302A.673, subdivision 1, paragraph (d), are subject at all times to the direction and control of the board.
Committee members shall be natural persons. Unless the articles or bylaws provide for a different membership or manner of appointment, a committee shall consist of one or more persons, who need not be directors, appointed by affirmative vote of a majority of the directors present.
Unless otherwise provided in the articles, the bylaws, or the resolution of the board establishing the committee, a committee may create one or more subcommittees, each consisting of one or more members of the committee, and may delegate to a subcommittee any or all of the authority of the committee. In this chapter, unless the language or context clearly indicates that a different meaning is intended, any reference to a committee is deemed to include a subcommittee, and any reference to a committee member is deemed to include a subcommittee member.
[Repealed, 1982 c 497 s 73]
Sections 302A.231 to 302A.239 apply to committees and members of committees to the same extent as those sections apply to the board and directors.
Minutes, if any, of committee meetings shall 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 302A.251.
Committee members are deemed to be directors for purposes of sections 302A.251, 302A.255, and 302A.521.
308A.641 VOTING IN COOPERATIVES CONSTITUTED ENTIRELY OR PARTIALLY OF OTHER COOPERATIVES OR ASSOCIATIONS.
A cooperative that is constituted entirely or partially of other cooperatives or associations may authorize by the articles or the bylaws for affiliated cooperative members to have an additional vote for:
(1) a stipulated amount of business transacted between the member cooperative and the cooperative central organization;
(2) a stipulated number of members in the member cooperative;
(3) a certain stipulated amount of equity allocated to or held by the member cooperative in the cooperative central organization; or
(4) a combination of methods in clauses (1) to (3).
A cooperative that is constituted partially of other cooperatives or associations and partially of members who are not cooperatives or associations, and that has its members who are not cooperatives or associations organized into local units of members, may, by the articles or the bylaws, authorize the delegates elected by its members who are not cooperatives or associations, and who are organized into local units of members, to have an additional vote for:
(1) a stipulated amount of business transacted between the members in the voting units and the cooperative;
(2) a certain stipulated amount of equity allocated to or held by the members of the voting units in the cooperative; or
(3) a combination of methods in clauses (1) and (2).
308C.535 ACT OF MEMBERS.
(a) The members shall take action by the affirmative vote of a majority of the membership interests present and entitled to vote on that item of business.
(b) If the articles or bylaws require a larger proportion than is required by this chapter for a particular action, the articles or bylaws shall have control over the provisions of this chapter.
(a) The articles or bylaws adopted by the members may provide for a greater quorum or voting requirement for members or voting groups than is provided for by this chapter.
(b) An amendment to the articles or bylaws that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
308B.535 ACT OF MEMBERS.
(a) The members shall take action by the affirmative vote of the members of the greater of:
(1) a majority of the voting power of the membership interests present and entitled to vote on that item of business; or
(2) a majority of the voting power that would constitute a quorum for the transaction of business at the meeting, except where this chapter, the articles or bylaws, or a member control agreement require a larger proportion.
(b) If the articles, bylaws, or a member control agreement require a larger proportion than is required by this chapter for a particular action, the articles, bylaws, or the member control agreement shall have control over the provisions of this chapter.
In any case where a class or series of membership interests is entitled by this chapter, the articles, bylaws, a member control agreement, or the terms of the membership interests to vote as a class or series, the matter being voted upon must also receive the affirmative vote of the owners of the same proportion of the membership interests present of that class or series; or of the total outstanding membership interests of that class or series, as the proportion required under subdivision 1, unless the articles, bylaws, or the member control agreement require a larger proportion. Unless otherwise stated in the articles, bylaws, or a member control agreement, in the case of voting as a class or series, the minimum percentage of the total voting power of membership interests of the class or series that must be present is equal to the minimum percentage of all membership interests entitled to vote required to be present under section 308B.525.
(a) The articles or bylaws adopted by the members may provide for a greater quorum or voting requirement for members or voting groups than is provided for by this chapter.
(b) An amendment to the articles or bylaws that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
308B.515 SPECIAL MEMBERS' MEETINGS.
Special members' meetings of the members may be called by:
(1) a majority vote of the board; or
(2) the written petition of at least 20 percent of the patron members and, if authorized, 20 percent of the nonpatron members, 20 percent of all members, or members representing 20 percent of the membership interests collectively are submitted to the chair.
The cooperative shall give notice of a special members' meeting by mailing the special members' meeting notice to each member personally at the person's last known post office address or an alternative method approved by the board and the member individually or the members generally. For a member that is an entity, notice mailed or delivered by an alternative method shall be to an officer of the entity. The special members' meeting notice shall state the time, place, and purpose of the special members' meeting. The special members' meeting notice shall be issued within ten days from and after the date of the presentation of a members' petition, and the special members' meeting shall be held within 30 days after the date of the presentation of the members' petition.
A member may waive notice of a meeting of members. A waiver of notice by a member 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 member at a meeting is a waiver of notice of that meeting, except where the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting.
306.31 CEMETERY ASSOCIATION MAY ESTABLISH PERMANENT FUND.
A cemetery association formed under the law that has at least three members of a board of trustees or directors that has established and maintains a cemetery of at least one-half acre in area, may, by a two-thirds vote of its trustees or directors taken at a regular meeting of the board, establish a permanent fund for the care, maintenance, and improvement of the cemetery. The fund must be known as the permanent care and improvement fund of the cemetery association.
306.32 TRUSTEES OF FUND.
The trustees shall choose by ballot and appoint by deed of the association a board of at least three and not more than five trustees of the fund. They shall be resident landowners of this state during all the time they exercise the powers of the trust. If any of those appointed fails to qualify within 30 days after appointment, the one or more who have qualified shall appoint by deed other persons to be trustees in their places. If any of those appointed fails to qualify within 30 days, another shall be appointed in the same manner. Every appointment to fill a vacancy must be by unanimous vote of those acting. However, instead of appointing a board, the trustees of the association may designate any trust company of the state to act as the trustee during a time determined by the board. All instruments of appointment of trustees must be recorded with the secretary.
308C.521 CERTIFICATION OF MEETING NOTICE.
After mailing special or regular member meeting notices or otherwise delivering the notices, the cooperative shall execute a certificate containing the date of mailing or delivery of the notice and a statement that the special or regular member meeting notices were mailed or delivered as prescribed by law.
The certificate shall be made a part of the record of the meeting.
Failure of a member to receive a special or regular member meeting notice does not invalidate an action taken by the members at a member meeting.
309.57 DISTRICT COURT JURISDICTION, PENALTIES, ENFORCEMENT.
Upon the application of the attorney general the district court is vested with jurisdiction to restrain, enjoin, and redress violations of sections 309.50 to 309.61. The court may make any necessary order or judgment including, but not limited to, injunctions, restitution, appointment of a receiver for the defendant or the defendant's assets, suspension of the defendant's registration, awards of reasonable attorney fees, and costs of investigation and litigation, and may award to the state civil penalties up to $25,000 for each violation of sections 309.50 to 309.61. In ordering injunctive relief, the attorney general shall not be required to establish irreparable harm but only a violation of statute or that the requested order promotes the public interest. The court may, as appropriate, enter a consent judgment or decree without the finding of illegality.
The attorney general may accept an assurance of discontinuance of any method, act, or practice in violation of sections 309.50 to 309.61 from any person alleged to be engaged or to have been engaged in the method, act, or practice. The assurance may, among other terms, include a stipulation for the voluntary payment by the person of the costs of investigation, or of an amount to be held in escrow pending the outcome of an action or as restitution to aggrieved persons, or both. Any assurance of discontinuance shall be in writing and be filed with the district court of the county of the violator's residence or principal place of business or in Ramsey County. An assurance shall not be considered an admission of a violation for any purpose. Failure to comply with the assurance of discontinuance shall be punishable as contempt.
302A.233 ABSENT DIRECTORS.
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 shall be counted as the vote of a director present at the meeting in favor of or against the proposal and shall 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.
308A.615 SPECIAL MEMBERS' MEETINGS.
Special members' meetings of the members may be called by:
(1) a majority vote of the board; or
(2) the written petition of at least 20 percent of the members submitted to the president.
(a) The chair or president shall give notice of a special members' meeting by:
(1) publication in a legal newspaper published in the county of the principal place of business of the cooperative;
(2) publication in a magazine, periodical, or other publication of the cooperative that is regularly published by or on behalf of the cooperative and circulated generally among members; or
(3) mailing the special members' meeting notice to each member personally at the person's last known post office address, which for a member cooperative means notice mailed to the secretary of the cooperative.
(b) The special members' meeting notice shall state the time, place, and purpose of the special members' meeting.
(c) The special members' meeting notice shall be issued within ten days from and after the date of the presentation of a members' petition, and the special members' meeting must be held by 30 days after the date of the presentation of the members' petition.
308A.621 CERTIFICATION OF MAILED MEETING NOTICE.
(a) After mailing special or regular members' meeting notices, the secretary shall execute a certificate containing:
(1) a correct copy of the mailed or published notice;
(2) the date of mailing or publishing the notice; and
(3) a statement that the special or regular members' meeting notices were mailed or published as prescribed by section 308A.611, subdivision 5, or 308A.615, subdivision 2.
(b) The certificate shall be made a part of the record of the meeting.
302A.235 QUORUM.
A majority, or a larger or smaller proportion 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 or number otherwise required for a quorum.
309.56 SERVICE OF PROCESS.
Any charitable organization or professional fundraiser which solicits contributions in this state, but does not maintain an office within the state shall be subject to service of process, as follows:
(a) By service thereof on its registered agent within the state, or if there be no such registered agent, then upon the person, if any, who has been designated in the registration statement as having custody of books and records within this state; where service is effected upon the person so designated in the registration statement a copy of the process shall, in addition, be mailed to the charitable organization or professional fundraiser at its last known address;
(b) When a charitable organization or professional fundraiser has solicited contributions in this state, but maintains no office within the state, has no registered agent within the state, and no designated person having custody of its books and records within the state, or when a registered agent or person having custody of its books and records within the state cannot be found as shown by the return of the sheriff of the county in which such registered agent or person having custody of books and records has been represented by the charitable organization or professional fundraiser as maintaining an office, service may be made as in any other civil suit, or in the manner provided by section 5.25, or in a manner as the court may direct.
The solicitation of any contribution within this state shall be deemed to be the agreement of the charitable organization or professional fundraiser that any process against it which is so served in accordance with the provisions of this section shall be of the same legal force and effect as if served personally within this state.
308C.525 QUORUM.
At any annual or special meeting of the members, unless other increased by the bylaws, a quorum necessary for the transaction of business shall be ten percent of the total number of members.
In determining a quorum at a meeting, on a question submitted to a vote by mail or an alternative method, members present in person or represented by mail vote or the alternative voting method shall be counted. The attendance of a sufficient number of members to constitute a quorum shall be established by a registration of the members of the cooperative present at the meeting. The registration shall be verified by the president or the secretary of the cooperative and shall be reported in the minutes of the meeting.
An action by a cooperative is not valid or legal in the absence of a quorum at the meeting at which the action was taken.
308A.625 FAILURE TO RECEIVE MEETING NOTICE.
Failure of a member to receive a special or regular members' meeting notice does not invalidate an action that is taken by the members at a members' meeting.
306.33 TRUSTEES; POWERS; TERM; ACCOUNTING.
Upon the appointment and qualification of the trustees of the fund, or upon the designation of a trust company to act as trustee, the title to the funds included in the trust and all the rights, powers, authorities, franchises, and trusts pertaining to those funds vest in the board or in the part of the board qualifying within 30 days, or in the designated trust company. The term of office of the trustees of the fund is for life. When a trust company has been appointed, a board of trustees of the fund or another similar trust corporation may be appointed in its place. On notice of appointment of the board or another corporation, the first corporation acting as trustee shall give its successor an account of its trusteeship and deliver to it all money, papers, and property in its possession or control belonging or pertaining to the fund.
302A.237 ACT OF THE BOARD.
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 or the articles require the affirmative vote of a larger proportion or number. If the articles require a larger proportion or number than is required by this chapter for a particular action, the articles shall control.
The articles of a domestic corporation that is not a publicly held corporation may confer upon one or more directors voting powers greater than or less than those of other directors. After the adoption of the initial articles, an amendment to the articles to confer upon one or more directors voting powers greater than or less than those of other directors requires the approval of all of the shareholders entitled to vote on the amendment. If the articles provide that any director has more or less than one vote on any matter, every reference in this chapter to a majority or other proportion of the directors shall refer to a majority or other proportion of the voting power of the directors. Unless otherwise provided in the articles, the bylaws, or the resolution establishing the committee or the subcommittee, any such provision conferring greater or lesser voting power applies to voting in a committee or subcommittee.
308C.515 SPECIAL MEMBER MEETINGS.
Special member meetings of the members may be called by:
(1) a majority vote of the board; or
(2) the written petition of at least 20 percent of the occupant members and, if authorized, 20 percent of the nonoccupant members, 20 percent of all members, or members representing 20 percent of the membership interests collectively are submitted to the secretary.
The cooperative shall give notice of a special member meeting by mailing the special member meeting notice to each member personally at the person's post office address as it appears on the membership book of the cooperative or an alternative method approved by the board and the member individually or the members generally. The special member meeting notice shall state the time, place, and purpose of the special member meeting. The special member meeting notice shall be issued within ten days from and after the date of the presentation of a member petition, and the special member meeting shall be held within 30 days after the date of the presentation of the member petition.
A member may waive notice of a special member meeting. A waiver of notice by a member 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 member at a meeting is a waiver of notice of that meeting, except where the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at the meeting, and does not participate in the consideration of the item at that meeting.
308B.511 REGULAR MEMBERS' MEETINGS.
Regular members' meetings shall be held annually at a time determined by the board, unless otherwise provided for in the bylaws.
The regular members' meeting shall be held at the principal place of business of the cooperative or at another conveniently located place as determined by the bylaws or the board.
The officers shall submit reports to the members at the regular members' meeting covering the business of the cooperative for the previous fiscal year that show the condition of the cooperative at the close of the fiscal year.
All directors shall be elected at the regular members' meeting for the terms of office prescribed in the bylaws, except for directors elected at district or unit meetings.
(a) The cooperative shall give notice of regular members' meetings by mailing the regular members' meeting notice to each member at the members' last known post office address or by other notification approved by the board and agreed to by the members. The regular members' meeting notice shall be published or otherwise given by approved method at least two weeks before the date of the meeting or mailed at least 15 days before the date of the meeting.
(b) The notice shall contain a summary of any bylaw amendments adopted by the board since the last annual meeting.
A member may waive notice of a meeting of members. A waiver of notice by a member 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 member at a meeting is a waiver of notice of that meeting, except where the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting.
308B.521 CERTIFICATION OF MEETING NOTICE.
After mailing special or regular members' meeting notices or otherwise delivering the notices, the cooperative shall execute a certificate containing the date of mailing or delivery of the notice and a statement that the special or regular members' meeting notices were mailed or delivered as prescribed by law.
The certificate shall be made a part of the record of the meeting.
Failure of a member to receive a special or regular members' meeting notice does not invalidate an action taken by the members at a members' meeting.
308A.631 QUORUM.
(a) Except as provided in paragraph (b), the quorum for a members' meeting to transact business is:
(1) ten percent of the total number of members for a cooperative with 500 or less members; or
(2) 50 members for cooperatives with more than 500 members.
(b) The quorum provisions of paragraph (a) apply notwithstanding quorum requirements of the articles or the bylaws, except for:
(1) a larger quorum in articles filed by a cooperative after March 26, 1949; or
(2) a larger quorum provided by amending the articles or bylaws after May 1, 1959.
In determining a quorum at a meeting, on a question submitted to a vote by mail, members present in person or represented by mail vote shall be counted. The attendance of a sufficient number of members to constitute a quorum shall be established by a registration of the members of the cooperative present at the meeting. The registration shall be verified by the president and secretary of the cooperative and shall be reported in the minutes of the meeting.
An action by a cooperative is not valid or legal in the absence of a quorum at the meeting at which the action was taken.
306.35 VACANCY IN BOARD OF TRUSTEES.
In case of the death, resignation, disability, or removal of one or more of the trustees of the fund, the trust at once vests in the remaining trustees, who shall promptly fill the vacancies by appointment. A newly appointed trustee, upon qualification, succeeds to an equal share in the rights and duties of the board.
308C.541 ACTION WITHOUT A MEETING.
An action required or permitted to be taken at a meeting of the members may be taken by written action signed or consented to by authenticated electronic communication, by a majority of the entire membership of record or such other percentage of membership as is defined in the cooperative's articles of incorporation or bylaws, that would be required to take the same action at a meeting of the members at which all members were present.
The written action is effective when signed or consented to by authenticated electronic communication by the required members, unless a different effective time is provided in the written action.
When written action is permitted to be taken by less than all members, all members must be notified immediately of its text and effective date. Failure to provide the notice does not invalidate the written action. A member who does not sign or consent to the written action has no liability for the action or actions taken by the written action.
308A.645 VOTE OF CORPORATE STOCK HELD BY COOPERATIVE.
A cooperative that holds stock of another corporation may by direction of the cooperative's board or members elect or appoint a person to represent the cooperative at a meeting of the corporation. The representative has authority to represent the cooperative and may cast the cooperative's vote at the corporation's meeting.
308B.541 ACTION WITHOUT A MEETING.
An action required or permitted to be taken at a meeting of the members may be taken by written action signed, or consented to by authenticated electronic communication, by all of the members. If the articles, bylaws, or a member control agreement so provide, any action may be taken by written action signed, or consented to by authenticated electronic communication, by the members who own voting power equal to the voting power that would be required to take the same action at a meeting of the members at which all members were present.
The written action is effective when signed or consented to by authenticated electronic communication by the required members, unless a different effective time is provided in the written action.
When written action is permitted to be taken by less than all members, all members must be notified immediately of its text and effective date. Failure to provide the notice does not invalidate the written action. A member who does not sign or consent to the written action has no liability for the action or actions taken by the written action.
306.36 NEW BOARD; ORGANIZATION.
In case of the death, removal, resignation, or disability of all the members of the board, the trust, until the organization of a new board, vests in the district court of the county in which the cemetery is located. The board may be reconstituted by the court on application of any person interested and on notice as the court may direct. Upon qualifying, the appointed trustees have the rights and powers of the original board. A vacancy in the board continuing for one year may be filled by the court.
309.59 CONSTRUCTION; POWERS OF ATTORNEY GENERAL.
Sections 309.50 to 309.61 shall not be construed to limit or to restrict the exercise of the powers or the performance of the duties of the attorney general which the attorney general otherwise is authorized to exercise or perform under any other provision of law.