piers109uk/MN-Statutes huggingface dataset:
308C.545 MEMBER VOTING RIGHTS.
One membership shall be issued by the cooperative for each dwelling unit or lot in the project the resulting number of memberships outstanding at all times is equal to the number of dwelling units or lots in the project. Each membership shall have one vote in the affairs of the cooperative. If the cooperative has both occupant and nonoccupant members, on any matter of the cooperative, the entire occupant members voting power shall be voted collectively based upon the vote of the majority of occupant members voting on the issue and the collective vote of the nonoccupant members shall be a majority of the vote cast unless otherwise provided in the bylaws. The bylaws may not reduce the collective occupant member vote to less than 15 percent of the total vote on matters of the cooperative. A nonoccupant member has the voting rights in accordance with nonoccupant membership interests as granted in the bylaws, subject to the provisions of this chapter.
A member may exercise voting rights on any matter that is before the members as prescribed in the articles or bylaws at a member meeting from the time the member arrives at the member meeting, unless the articles or bylaws specify an earlier and specific time for closing the right to vote.
A member's vote at a member meeting shall be in person or by mail if a mail vote is authorized by the board or by alternative method if authorized by the board.
(a) A member who is or will be absent from a member meeting may vote by mail or by an approved alternative method on the ballot prescribed in this subdivision on any motion, resolution, or amendment that the board submits for vote by mail or alternative method 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) the text of the motion, resolution, or amendment for which the member may indicate an affirmative or negative vote.
(c) The member shall express a choice by marking an appropriate choice on the ballot and mail, deliver, or otherwise submit the ballot to the cooperative in a plain, sealed envelope inside another envelope bearing the member's name or by an alternative method approved by the board.
(d) A properly executed ballot shall be accepted by the board and counted as the vote of the absent member at the meeting.
If membership interest is owned by two or more individuals, any individual may vote on a matter that is before the members, unless the cooperative receives written notice denying the authority of an individual to vote on the behalf of the jointly owned membership interest.
308A.701 RESERVES.
A cooperative may set aside a portion of net income as the board determines advisable to create or maintain a capital reserve.
In addition to a capital reserve, the board may:
(1) set aside an amount not to exceed five percent of the annual net income of the cooperative for promoting and encouraging cooperative organization; and
(2) establish and accumulate reserves for new buildings, machinery and equipment, depreciation, losses, and other proper purposes.
306.37 CARE AND IMPROVEMENT FUND.
Twenty percent of the proceeds of all sales of cemetery lots and ten percent of the proceeds of all sales of burial space in a mausoleum or columbarium made after the vote of the board of trustees of the association to establish the care and improvement fund must be paid to the trustees of the fund, on January 1, April 1, July 1, and October 1, in each year. Until paid, these amounts must be held in trust by the cemetery association for payment to the trustees of the fund. "Proceeds" includes any installment payment made towards the purchase of a cemetery lot or burial space in a mausoleum or columbarium.
Any other income or funds of the association, in excess of its liabilities, may be added to the fund by a two-thirds vote of the members of its board of trustees. The principal of the fund is not subject to any minimum or maximum amount.
The words "cemetery lots" as used in this section do not include burial space in a mausoleum or columbarium. The term "burial space" as used in this section includes private rooms, crypts, niches, or other designated space in which the bodies or cremated remains of deceased persons are placed for permanent burial in a mausoleum or columbarium.
Any person, firm, partnership, association, or corporation knowingly violating the provisions of this section shall be guilty of a misdemeanor and for a second offense shall be guilty of a gross misdemeanor.
309.591 RULEMAKING POWER.
The attorney general may promulgate such rules as are reasonably necessary to carry out and make effective the provisions and purposes of this chapter.
306.38 EXPENDITURES AND INVESTMENTS.
Except as provided in subdivision 2, the principal of the care and improvement fund shall remain intact, and may be invested in the securities in which savings banks are by law permitted to invest, and not otherwise. The fund trustees, on January 1 and July 1, in each year, shall turn over to the association all income arising from the fund. The income must be used solely for the care, maintenance, and improvement of the cemetery and the avenues leading. If a part of the income remains unexpended and unappropriated for one year after being paid to the association, it must be returned to the trustees of the fund and become a part of the principal.
(a) A cemetery association governed by sections 306.31 to 306.40, organized under state law, including a private cemetery association that maintains a public cemetery of at least 20 acres in or adjacent to any city of the first class and that has provided for a permanent care and improvement fund administered, whether in one trust or more than one trust, by one or more trust companies acting as trustee or trustees of the fund under section 306.32, when the aggregate principal of the fund reaches $100,000 or more may act as provided in paragraph (b).
(b) The cemetery association may, by a resolution adopted by a vote of at least two-thirds of the members of its board of trustees at an authorized meeting of its board, authorize the trust company or trust companies acting as trustee or trustees in investing, reinvesting, exchanging, and managing the fund, to acquire every kind of investment, including, but not by way of limitation, bonds, debentures, and other corporate obligations, and corporate stocks, that an ordinarily prudent person of discretion and intelligence, who is a trustee of the property of others, would acquire as a trustee.
308B.551 PATRON MEMBER VOTING BASED ON PATRONAGE.
A cooperative may authorize by the articles or the bylaws for patron members to have an additional vote for:
(1) a stipulated amount of business transacted between the patron member and cooperative;
(2) a stipulated number of patron members in a member cooperative;
(3) a certain stipulated amount of equity allocated to or held by a patron member cooperative in the cooperative's central organization; or
(4) a combination of methods in clauses (1) to (3).
A cooperative that is organized into units or districts of patron members may, by the articles or the bylaws, authorize the delegates elected by its patron members or have an additional vote for:
(1) a stipulated amount of business transacted between the patron members in the units or districts and the cooperative;
(2) a certain stipulated amount of equity allocated to or held by the patron members of the units or districts of the cooperative; or
(3) a combination of methods in clauses (1) and (2).
302A.251 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 corporation, 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 corporation.
(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 corporation whom the director reasonably believes to be reliable 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 in accordance with section 302A.241, 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:
(a) 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 thereafter in the meeting, in which case the director shall not be considered to be present at the meeting for any purpose of this chapter;
(b) votes against the action at the meeting; or
(c) is prohibited by section 302A.255 from voting on the action.
A director's personal liability to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director may be eliminated or limited in the articles. The articles shall not eliminate or limit the liability of a director:
(a) for any breach of the director's duty of loyalty to the corporation or its shareholders;
(b) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
(c) under section 302A.559 or 80A.76;
(d) for any transaction from which the director derived an improper personal benefit; or
(e) for any act or omission occurring prior to the date when the provision in the articles eliminating or limiting liability becomes effective.
In discharging the duties of the position of director, a director may, in considering the best interests of the corporation, consider the interests of the corporation's employees, customers, suppliers, and creditors, the economy of the state and nation, community and societal considerations, and the long-term as well as short-term interests of the corporation and its shareholders including the possibility that these interests may be best served by the continued independence of the corporation.
308C.571 SALE OF PROPERTY AND ASSETS.
A cooperative, by affirmative vote of a majority of the board present, may sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets, including its good will, not in the usual and regular course of its business, a grant a security interest in all or substantially all of the cooperatives property and assets whether or not in the usual and regular course of its business upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board considers expedient, when approved at a regular or special meeting of the members by the affirmative vote of the owners of a majority of the voting power of the interests entitled to vote. Written notice of the meeting must be given to all members whether or not they are entitled to vote at the meeting. The written notice must state that a purpose of the meeting is to consider the sale, lease, transfer, or other disposition of all or substantially all of the property and assets of the cooperative.
Confirmatory deeds, assignments, or similar instruments to evidence a sale, lease, transfer, or other disposition may be signed and delivered at any time in the name of the transferor by its current president of the board or authorized agents.
The transferee is liable for the debts, obligations, and liabilities of the transferor only to the extent provided in the contract or agreement between the transferee and the transferor or to the extent provided by law.
309.60 RECIPROCAL AGREEMENTS, OTHER STATES.
The attorney general may enter into reciprocal agreements with a like authority of any other state or states for the purpose of exchanging information made available to the attorney general or to such other like authority.
308A.705 DISTRIBUTION OF INCOME.
Net income in excess of dividends on capital stock, nonstock units of equity, and additions to reserves shall be distributed on the basis of patronage. A cooperative may establish allocation units, whether the units are functional, divisional, departmental, geographic, or otherwise, and pooling arrangements and may account for and distribute net income on the basis of allocation units and pooling arrangements. A cooperative may offset the net loss of an allocation unit or pooling arrangement against the net income of other allocation units or pooling arrangements to the extent permitted by section 1388(j) of the Internal Revenue Code of 1986, as amended through December 31, 1996.
(a) Distribution of net income shall be made at least annually.
(b) A cooperative with income from trucking operations may only distribute net income annually. The board shall present to the members at their annual meeting a report covering the operations of the cooperative during the preceding fiscal year.
Dividends may be paid on common stock and nonstock units of equity only if the net income of the cooperative for the previous fiscal year is sufficient. Unless otherwise provided in the articles of incorporation, the dividends are not cumulative.
A cooperative may distribute net income in cash, capital stock credits, allocated patronage equities, revolving fund certificates, or its own or other securities.
(a) The members may provide in the bylaws that nonmember patrons are allowed to participate in the distribution of net income on equal terms with member patrons.
(b) If a nonmember patron is qualified and eligible for membership, the amount of patronage refund due shall be credited to the patron's individual account.
(c) If the credits equal the value of a share of common stock that entitles the stockholder to vote, or a membership, a share of stock or a membership shall be issued to the nonmember patron.
If a nonmember patron with patronage credits is not qualified or eligible for membership, a refund due may be credited to the patron's individual account. If the credited amount in the individual account of a patron ineligible for membership equals the value of a share of common stock and does not entitle the holder to vote, or to preferred stock or a certificate of interest, the board may issue a share of preferred stock or a certificate of interest. After the patron is issued preferred stock or a certificate of interest, the patron may participate in the distribution of income on the same basis as a stockholder or member.
308A.711 DISTRIBUTION OF UNCLAIMED PROPERTY.
Notwithstanding the provisions of section 345.43, a cooperative may, in lieu of paying or delivering to the commissioner of commerce the unclaimed property specified in its report of unclaimed property, distribute the unclaimed property to a corporation or organization that is exempt from taxation under section 290.05, subdivision 1, clause (b), or 2.
[Repealed, 2005 c 109 s 8]
The right of an owner to unclaimed property held by a cooperative is extinguished when the property is disbursed by the cooperative to a tax-exempt organization if: (1) notice that the payment is available has been mailed to the last known address of the person shown by the records to be entitled to the property; or (2) the address is unknown, notice is published in an official publication of the cooperative.
309.61 SEVERABILITY.
If any provision of sections 309.50 to 309.61 or the application thereof to any person or circumstance is held invalid the invalidity shall not affect other provisions or application of said sections which can be given effect without the invalid provision or application, and to this end the provisions of said sections are severable.
306.39 COMPENSATION.
A trustee of a care and improvement fund shall receive $5 for each day actually employed in the duties of the trust, but not exceeding $100 in any one year. The fees shall be paid out of the general funds of the association until the trust fund reaches $100,000, or $2,000 for each acre of the cemetery. After that time the fee shall be paid out of the income fund. A corporation acting as trustee may receive for its services any yearly compensation agreed upon not exceeding five percent of the income or $100 of the income if the trust fund is less than $20,000.
302A.301 OFFICERS REQUIRED.
A corporation shall have one or more natural persons exercising the functions of the offices, however designated, of chief executive officer and chief financial officer.
308B.555 VOTING RIGHTS.
The board may fix a date not more than 60 days, or a shorter time period provided in the articles or bylaws, before the date of a meeting of members as the date for the determination of the owners of membership interests entitled to notice of and entitled to vote at the meeting. When a date is so fixed, only members on that date are entitled to notice of and permitted to vote at that meeting of members.
Unless otherwise provided in the articles, bylaws, or a member control agreement, members have voting power as provided in section 308B.545.
The articles or bylaws may give or prescribe the manner of giving a creditor, security holder, or other person a right to vote on patron membership interests under this section.
Membership interests owned by two or more members may be voted by any one of them unless the cooperative receives written notice from any one of them denying the authority of that person to vote those membership interests.
Except as provided in subdivision 4, an owner of a nonpatron membership interest or a patron membership interest with more than one vote that is entitled to vote may vote any portion of the membership interest in any way the member chooses. If a member votes without designating the proportion voted in a particular way, the member is considered to have voted all of the membership interest in that way.
302A.305 DUTIES OF REQUIRED OFFICERS.
Unless the articles, the bylaws, or a resolution adopted by the board and not inconsistent with the articles or bylaws, provide otherwise, the chief executive officer and chief financial officer have the duties specified in this section.
The chief executive officer shall:
(a) have general active management of the business of the corporation;
(b) when present, preside at all meetings of the board and of the shareholders;
(c) see that all orders and resolutions of the board are carried into effect;
(d) sign and deliver in the name of the corporation any deeds, mortgages, bonds, contracts or other instruments pertaining to the business of the corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the articles or bylaws or by the board to some other officer or agent of the corporation;
(e) maintain records of and, whenever necessary, certify all proceedings of the board and the shareholders; and
(f) perform other duties prescribed by the board.
The chief financial officer shall:
(a) keep accurate financial records for the corporation;
(b) deposit all money, drafts, and checks in the name of and to the credit of the corporation in the banks and depositories designated by the board;
(c) endorse for deposit all notes, checks, and drafts received by the corporation as ordered by the board, making proper vouchers therefor;
(d) disburse corporate funds and issue checks and drafts in the name of the corporation, as ordered by the board;
(e) render to the chief executive officer and the board, whenever requested, an account of all transactions by the chief financial officer and of the financial condition of the corporation; and
(f) perform other duties prescribed by the board or by the chief executive officer.
306.40 SECRETARY'S ANNUAL REPORT.
When a care and improvement fund is in the care of a board of trustees, the secretary of the association shall be its secretary and keep a full record of its proceedings. The board, on November 1 each year, shall make a full report of the condition of the fund to the trustees of the association. The report must be open to the inspection of all lot owners.
308B.561 VOTING BY ORGANIZATIONS AND LEGAL REPRESENTATIVES.
Membership interests of a cooperative reflected in the required records as being owned by another domestic or foreign business entity may be voted by the chair, chief executive officer, or another legal representative of that organization.
Except as provided in subdivision 3, membership interests of a cooperative reflected in the required records as being owned by a subsidiary are not entitled to be voted on any matter.
Membership interests of a cooperative in the name of, or under the control of, the cooperative or a subsidiary in a fiduciary capacity are not entitled to be voted on any matter, except to the extent that the settlor or beneficiary possesses and exercises a right to vote or gives the cooperative or, with respect to membership interests in the name of or under control of a subsidiary, the subsidiary, binding instructions on how to vote the membership interests.
Subject to section 308B.545, membership interests under the control of a person in a capacity as a personal representative, an administrator, executor, guardian, conservator, or the like may be voted by the person, either in person or by proxy, without reflecting in the required records those membership interests in the name of the person.
Membership interests reflected in the required records in the name of a trustee in bankruptcy or a receiver may be voted by the trustee or receiver either in person or by proxy. Membership interests under the control of a trustee in bankruptcy or a receiver may be voted by the trustee or receiver without reflecting in the required records the name of the trustee or receiver, if authority to do so is contained in an appropriate order of the court by which the trustee or receiver was appointed. The right to vote of trustees in bankruptcy and receivers is subject to section 308B.545.
Membership interests reflected in the required records in the name of a business entity not described in subdivisions 1 to 5 may be voted either in person or by proxy by the legal representative of that business entity.
The grant of a security interest in a membership interest does not entitle the holders of the security interest to vote.
302A.311 OTHER OFFICERS.
The board may elect or appoint, in a manner set forth in the articles or bylaws or in a resolution approved by the affirmative vote of a majority of the directors present, any other officers the board deems necessary for the operation and management of the corporation, each of whom shall have the powers, rights, duties, responsibilities, and terms in office provided for in the articles or bylaws or determined by the board. To the extent authorized in the articles, the bylaws, or a resolution approved by the affirmative vote of a majority of the directors present, the chief executive officer may appoint one or more officers, other than the chief financial officer. An election or appointment as described in this section is subject to the provisions of a shareholder control agreement.
308A.905 METHODS OF DISSOLUTION.
A cooperative may be dissolved by the members or by order of the court.
306.41 ESTABLISHMENT OF PERMANENT CARE AND IMPROVEMENT FUND.
(a) The entities provided in paragraph (b) may by a unanimous vote taken at any regular meeting or special meeting called for that purpose, provide in accordance with sections 306.41 to 306.54 for the establishment of a permanent fund to be deposited or invested as provided in section 306.44. The income of the fund must be devoted to the care, maintenance, and improvement of the cemetery. The fund must be known as the permanent care and improvement fund of the cemetery of the municipality or incorporation. The establishment of a permanent care and improvement fund shall not be considered to violate any existing law against perpetuities or suspend the power of alienation. The fund authorized by this section must not be allowed to exceed $25,000 per acre of the cemetery to be cared for.
(b) Any of the following entities may provide for the establishment of a fund if it has established and is maintaining a cemetery of at least one-half acre, a plat of which is on file in the office of the county recorder of the county in which the cemetery is located:
(1) the board of supervisors of a town;
(2) the governing body of a city or statutory city; or
(3) the board of trustees, or the directors, not less than three in number, of a religious corporation or of an association formed under state law to maintain a cemetery in this state.
302A.331 CONTRACT RIGHTS.
The election or appointment of a person as an officer or agent does not, of itself, create contract rights. A corporation may enter into a contract with an officer or agent for a period of time if, in the board's judgment, the contract would be in the best interests of the corporation. The fact that the contract may be for a term longer than the terms of the directors who authorized or approved the contract does not make the contract void or voidable.
308A.911 VOLUNTARY DISSOLUTION BY MEMBERS.
A regular or a special members' meeting may be called to consider dissolution of a cooperative.
The proposed dissolution must be submitted for approval at the members' meeting. The dissolution must be started if a quorum is present and the proposed dissolution is approved at a meeting by two-thirds of the votes cast, or for a cooperative with articles or bylaws requiring a greater proportion of the votes cast or other conditions for approval, the dissolution is approved by the proportion of votes cast or the number of total members required by the articles or bylaws and the conditions for approval in the articles or bylaws are satisfied.
The members retain the right to revoke the dissolution proceedings and the right to remove directors and fill vacancies on the board.
Before a cooperative begins dissolution, a notice of intent to dissolve must be filed with the secretary of state. The notice must contain:
(1) the name of the cooperative;
(2) the date and place of the members' meeting at which the resolution was approved; and
(3) a statement that the requisite vote of the members approved the proposed dissolution.
After the notice of intent to dissolve has been filed with the secretary of state, the cooperative may carry on its business only to the extent necessary for the winding up of the cooperative unless the members revoke the dissolution proceedings. The existence of the cooperative continues to the extent necessary to wind up the affairs of the cooperative until the dissolution proceedings are revoked or articles of dissolution are filed with the secretary of state.
The filing with the secretary of state of a notice of intent to dissolve does not affect a remedy in favor of the cooperative or a remedy against the cooperative or its directors, officers, or members in their capacities, except as provided in section 308A.981.
308A.901 LIQUIDATION.
If a liquidation is authorized by the members, the board may dispose of all or substantially all of the property of the cooperative on terms and conditions determined by the board.
The members may authorize a liquidation by adopting a resolution at a members' meeting. The notice of the members' meeting must include a statement that the disposition of the property of the cooperative will be considered at the meeting. If a quorum is present in person or by mail ballot at the members' meeting, the resolution approving of the liquidation is adopted if:
(1) approved by two-thirds of the votes cast; or
(2) for a cooperative with articles or bylaws requiring more than two-thirds for approval or other conditions for approval, the resolution is approved by the proportion of the votes cast or a number of total members as required by the articles or bylaws and the conditions for approval in the articles or bylaws have been satisfied.
308C.605 ASSIGNMENT OF FINANCIAL RIGHTS.
Except as provided in subdivision 3, a member's financial rights are transferable in whole or in part.
An assignment of a member's financial rights entitles the assignee to receive, to the extent assigned, only the share of profits and losses and the distributions, if any, to which the assignor would otherwise be entitled. An assignment of a member's financial rights does not dissolve the cooperative and does not entitle or empower the assignee to become a member, to exercise any governance rights, to receive any notices from the cooperative, or to cause dissolution. The assignment shall not allow the assignee to control the member's exercise of governance or voting rights.
(a) A restriction on the assignment of financial rights may be imposed in the articles, in the bylaws, in an operating agreement, by a resolution adopted by the members, by an agreement among or other written action by the members, or by an agreement among or other written action by the members and the cooperative. A restriction is not binding with respect to financial rights reflected in the required records before the adoption of the restriction, unless the owners of those financial rights are parties to the agreement or voted in favor of the restriction.
(b) Subject to paragraph (c), a written restriction on the assignment of financial rights that is not manifestly unreasonable under the circumstances and is noted conspicuously in the required records may be enforced against the owner of the restricted financial rights or a successor or transferee of the owner, including a pledgee or a legal representative. Unless noted conspicuously in the required records, a restriction, even though permitted by this section, is ineffective against a person without knowledge of the restriction.
(c) With regard to restrictions on the assignment of financial rights, a would-be assignee of financial rights is entitled to rely on a statement of membership interest issued by the cooperative. A restriction on the assignment of financial rights, which is otherwise valid and in effect at the time of the issuance of a statement of membership interest but which is not reflected in that statement, is ineffective against an assignee who takes an assignment in reliance on the statement.
(d) Notwithstanding any provision of law, articles, bylaws, operating agreement, other agreement, resolution, or action to the contrary, a security interest in a member's financial rights may be foreclosed and otherwise enforced, and a secured party may assign a member's financial rights in accordance with chapter 336, without the consent or approval of the member whose financial rights are subject to the security interest.
302A.321 OFFICERS DEEMED ELECTED.
In the absence of an election or appointment of officers by the board, the person or persons exercising the principal functions of the chief executive officer or the chief financial officer are deemed to have been elected to those offices, except for the purpose of determining the location of the principal executive office, which in that case is the registered office of the corporation.
306.43 USE OF GIFTS TO FUND.
The board of directors referred to in section 306.41 may accept and deposit any donation or gift of money made to the fund and may provide that the interest on the money be used in the care, maintenance, and beautifying of the cemetery, or any particular lot and shall use the money and the interest on it for the purpose specified by the donor. If funds are lacking for the general care of the cemetery, in the discretion of the board of directors a one-fifth part of the income, received annually from the part of the permanent fund credited to any particular lot or lots, by sale or gift, may be used by the board for the general care of the cemetery.
306.42 USE OF INTEREST.
The board of directors of a cemetery referred to in section 306.41 may provide that any part of the price paid for a lot in the cemetery must be deposited as a part of the permanent care and improvement fund, and that the interest accruing from the amount set aside from the lot be used by the board of directors of the cemetery to care for and beautify the lot, except as provided in sections 306.41 to 306.54.
308C.603 DEVELOPER RIGHTS, RESTRICTIONS, AND OBLIGATIONS.
If a developer causes a cooperative to be organized under this chapter, the developer shall have the right to appoint an initial board of directors consisting of three persons. The developer's control of the board shall terminate on the date of the first annual meeting of members. The first annual meeting shall occur on or about 60 days after the date of the certificate of occupancy issued for the project by the municipality in which the project is situated and subject to any requirements under the mortgage for permanent financing related to the project.
Any contract, lease, or license binding the cooperative and to which the developer or an affiliate of the developer is a party may be terminated without penalty by the cooperative upon not less than 90 days' notice if entered into prior to termination of the period of developer control. The notice shall be in writing and is effective upon hand delivery or upon mailing properly addressed with postage prepaid and deposited in the United States mail. This subdivision does not apply to any mortgage encumbering the cooperative's real estate.
(a) During the period of the developer's control of the cooperative, the developer and any of the developer's representatives who are acting as officers or directors of the cooperative shall be subject to the provisions of sections 308C.401 and 308C.455.
(b) At such time as the developer's control of the cooperative terminates, the developer shall deliver to the board exclusive control of all funds of the cooperative, all contracts and agreements to which the cooperative was or is a party, all corporate records of the cooperative, and all plans and specifications relating to the project.
(a) Prior to the commencement of occupancy of the project by the members, the developer shall pay all accrued expenses of the cooperative.
(b) After the commencement of occupancy of the project by the members, the developer shall pay all common expenses and payments to reserves allocated to the dwelling unit appurtenant to the membership interests that have not been conveyed to members, and the payment obligation shall remain in effect until each unissued membership interest has been conveyed to a member.
302A.315 MULTIPLE OFFICES.
Any number of offices or functions of those offices may be held or exercised by the same person. If a document must be signed by persons holding different offices or functions and a person holds or exercises more than one of those offices or functions, that person may sign the document in more than one capacity, but only if the document indicates each capacity in which the person signs.
308B.575 VOTE OF OWNERSHIP INTERESTS HELD BY COOPERATIVE.
A cooperative that holds ownership interests of another business entity may, by direction of the cooperative's board, elect or appoint a person to represent the cooperative at a meeting of the business entity. The representative has authority to represent the cooperative and may cast the cooperative's vote at the business entity's meeting.
308B.571 SALE OF PROPERTY AND ASSETS.
A cooperative may, by affirmative vote of a majority of the board present, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board considers expedient and without member approval:
(1) sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets in the usual and regular course of its business;
(2) sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets not in the usual and regular course of its business if:
(i) the cooperative's accountant has given an opinion that the cooperative cannot continue as an ongoing business and the cooperative is under financial duress;
(ii) the cooperative has given notice to the members of the impending or potential disposition prior to the disposition; and
(iii) the board has determined that failure to proceed with the disposition would be adverse to the interests of the members and the cooperative;
(3) grant a security interest in all or substantially all of its property and assets whether or not in the usual and regular course of its business;
(4) transfer any or all of its property to a business entity all the ownership interests of which are owned by the cooperative; or
(5) for purposes of debt financing, transfer any or all of its property to a special purpose entity owned or controlled by the cooperative for an asset securitization.
Except as provided in subdivision 1, a cooperative, by affirmative vote of a majority of the board present, may sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets, including its good will, not in the usual and regular course of its business, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board considers expedient, when approved at a regular or special meeting of the members by the affirmative vote of the owners of a majority of the voting power of the interests entitled to vote. Written notice of the meeting must be given to all members whether or not they are entitled to vote at the meeting. The written notice must state that a purpose of the meeting is to consider the sale, lease, transfer, or other disposition of all or substantially all of the property and assets of the cooperative.
Confirmatory deeds, assignments, or similar instruments to evidence a sale, lease, transfer, or other disposition may be signed and delivered at any time in the name of the transferor by its current chair of the board or authorized agents.
The transferee is liable for the debts, obligations, and liabilities of the transferor only to the extent provided in the contract or agreement between the transferee and the transferor or to the extent provided by law.
308A.915 WINDING UP.
After the notice of intent to dissolve has been filed with the secretary of state, the board, or the officers acting under the direction of the board, shall proceed as soon as possible:
(1) to collect or make provision for the collection of all debts due or owing to the cooperative, including unpaid subscriptions for shares; and
(2) to pay or make provision for the payment of all debts, obligations, and liabilities of the cooperative according to their priorities.
After the notice of intent to dissolve has been filed with the secretary of state, the board may sell, lease, transfer, or otherwise dispose of all or substantially all of the property and assets of the dissolving cooperative without a vote of the members.
Tangible and intangible property, including money, remaining after the discharge of the debts, obligations, and liabilities of the cooperative or association may be distributed to the members and former members as provided in the bylaws. If previously authorized by the members, the tangible and intangible property of the cooperative may be liquidated and disposed of at the discretion of the board.
308B.605 ASSIGNMENT OF FINANCIAL RIGHTS.
Except as provided in subdivision 3, a member's financial rights are transferable in whole or in part.
An assignment of a member's financial rights entitles the assignee to receive, to the extent assigned, only the share of profits and losses and the distributions to which the assignor would otherwise be entitled. An assignment of a member's financial rights does not dissolve the cooperative and does not entitle or empower the assignee to become a member, to exercise any governance rights, to receive any notices from the cooperative, or to cause dissolution. The assignment shall not allow the assignee to control the member's exercise of governance or voting rights.
(a) A restriction on the assignment of financial rights may be imposed in the articles, in the bylaws, in a member control agreement, by a resolution adopted by the members, by an agreement among or other written action by the members, or by an agreement among or other written action by the members and the cooperative. A restriction is not binding with respect to financial rights reflected in the required records before the adoption of the restriction, unless the owners of those financial rights are parties to the agreement or voted in favor of the restriction.
(b) Subject to paragraph (c), a written restriction on the assignment of financial rights that is not manifestly unreasonable under the circumstances and is noted conspicuously in the required records may be enforced against the owner of the restricted financial rights or a successor or transferee of the owner, including a pledgee or a legal representative. Unless noted conspicuously in the required records, a restriction, even though permitted by this section, is ineffective against a person without knowledge of the restriction.
(c) With regard to restrictions on the assignment of financial rights, a would-be assignee of financial rights is entitled to rely on a statement of membership interest issued by the cooperative under section 308B.611. A restriction on the assignment of financial rights, which is otherwise valid and in effect at the time of the issuance of a statement of membership interest but which is not reflected in that statement, is ineffective against an assignee who takes an assignment in reliance on the statement.
(d) Notwithstanding any provision of law, articles, bylaws, member control agreement, other agreement, resolution, or action to the contrary, a security interest in a member's financial rights may be foreclosed and otherwise enforced, and a secured party may assign a member's financial rights in accordance with chapter 336, without the consent or approval of the member whose financial rights are subject to the security interest.
308C.613 BUDGET AND REPLACEMENT RESERVE REQUIREMENTS.
The annual budget of a senior housing cooperative formed under this chapter shall include, without limitation:
(1) the amount included in the budget as a reserve for replacement;
(2) the amount included in the budget for the general operating reserve;
(3) the amount included in the budget for any other reserves;
(4) the projected common expense for each category of expenditures for the cooperative; and
(5) the projected monthly common expense assessment for each type of dwelling unit.
The cooperative shall include in its annual budgets replacement reserves projected by the board to be adequate, together with past and future contributions thereto to fund the replacement of those components of the cooperative that the cooperative is obligated to replace by reason of ordinary wear and tear or obsolescence, subject to the following:
(1) the annual budgets need not include reserves for replacement of components that have a remaining useful life of more than 30 years, unless required otherwise by the lender or mortgage insurer relative to the cooperative's master mortgage;
(2) the cooperative shall keep the replacement reserves in an account or accounts separate from the cooperative's operating funds, and shall not use or borrow from the replacement reserves to fund the cooperative's operating expenses, except that this restriction shall not affect the cooperative's authority to pledge the replacement reserves as security for a loan to the cooperative; and
(3) the cooperative shall reevaluate the adequacy of the cooperative's budgeted replacement reserves at least every third year after the filing of the cooperative's articles.
302A.351 DELEGATION.
Unless prohibited by the articles or bylaws or by a resolution approved by the affirmative vote of a majority of the directors present, an officer may, without the approval of the board, delegate some or all of the duties and powers of an office to other persons. An officer who delegates the duties or powers of an office is subject to the standard of conduct for an officer stated in section 302A.361 with respect to: (1) the act of delegation; and (2) the supervision of persons to whom those duties and powers are so delegated.
306.46 DEPOSIT OF AND INTEREST ON COUNTY FUND.
For the purpose of the deposit required by section 306.45 and except as otherwise provided, the fund must be treated as other funds in the county treasury and draw at least the rate of interest paid on the funds of the county deposited in the depository. The county board may require all or part of the funds to be deposited on time certificates in the depository in the name of the county treasurer, payable to the treasurer or the treasurer's successors in office. The county treasurer shall secure on the time deposit the highest rate of interest that the depository will pay on it and not less than the current rate paid on time certificates by the depository. The county treasurer is liable for the principal and interest deposited on time certificates in the same way and to the same extent that the treasurer is liable upon the treasurer's bond for money deposited on behalf of the county.
302A.361 STANDARD OF CONDUCT.
An officer shall discharge the duties of an office in good faith, in a manner the officer reasonably believes to be in the best interests of the corporation, 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 an officer of the corporation. A person exercising the principal functions of an office or to whom some or all of the duties and powers of an office are delegated pursuant to section 302A.351 is deemed an officer for purposes of this section and sections 302A.467 and 302A.521.