piers109uk/MN-Statutes huggingface dataset:
317A.445 UNANIMOUS ACTION WITHOUT A MEETING.
An action required or permitted to be taken at a meeting of the members may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all of the members entitled to vote on that action. The written action is effective when it has been signed, or consented to by authenticated electronic communication, by all of those members, unless a different effective time is provided in the written action. When this chapter requires a certificate concerning an action to be filed with the secretary of state, the officers signing the certificate must indicate that the action was taken under this section.
321.0305 LIMITED DUTIES OF LIMITED PARTNERS.
(a) A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner.
(b) A limited partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
(c) A limited partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the limited partner's conduct furthers the limited partner's own interest.
317A.447 ACTION BY BALLOT.
(a) Except as provided in paragraph (e) and unless prohibited or limited by the articles or bylaws, an action that may be taken at a regular or special meeting of members may be taken without a meeting if the corporation mails or otherwise delivers a ballot to every member entitled to vote on the matter. A corporation may deliver a ballot by electronic communication only if the corporation complies with section 317A.450, subdivision 5, as if the ballot were a notice. Consent by a member to receive notice by electronic communication in a certain manner constitutes consent to receive a ballot by electronic communication in the same manner.
(b) A ballot must:
(1) set forth each proposed action; and
(2) provide an opportunity to vote for or against each proposed action.
(c) Approval by ballot under this section is valid only if the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(d) Solicitations for votes by written ballot must:
(1) indicate the number of responses needed to meet the quorum requirements;
(2) state the percentage of approvals necessary to approve each matter other than election of directors; and
(3) specify the time by which a ballot must be received by the corporation in order to be counted.
(e) Except as otherwise provided in the articles or bylaws, a ballot may not be revoked.
(f) A ballot delivered to the corporation by electronic communication is valid only if authenticated as provided in section 317A.011, subdivision 3a.
315.25 ANNUAL MEETING, NOTICE OF, PLACE.
A corporation whose membership in part resides in other states may hold its annual meetings at points outside the state as it may, from time to time, designate at a previous annual meeting, or it may authorize its president to designate the place. At least three months before the time of the annual meeting, notice of the time and place must be given by publication in the recognized organ of the corporation, if it has one, or by other notice appropriate to inform the membership.
322.27 CITATION.
This chapter may be cited as the "Uniform Limited Partnership Act."
321.0306 PERSON ERRONEOUSLY BELIEVING SELF TO BE LIMITED PARTNER.
(a) Except as otherwise provided in subsection (b), a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise's obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person:
(1) causes an appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing; or
(2) withdraws from future participation as an owner in the enterprise by signing and delivering to the secretary of state for filing a statement of withdrawal under this section.
(b) A person that makes an investment described in subsection (a) is liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the secretary of state files a statement of withdrawal, certificate of limited partnership, amendment, or statement of correction to show that the person is not a general partner.
(c) If a person makes a diligent effort in good faith to comply with subsection (a)(1) and is unable to cause the appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing, the person has the right to withdraw from the enterprise pursuant to subsection (a)(2) even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise.
315.26 CONSOLIDATION OF PARISHES, CONGREGATIONS, OR CHURCHES.
A diocesan council, synod, presbytery, conference, association, consociation, or other general organization for ecclesiastical or religious purposes composed of or representing several parishes, congregations, or particular churches, and incorporated under Minnesota law, may unite or consolidate with one or more other diocesan councils, synods, presbyteries, conferences, associations, consociations, or other general organizations for ecclesiastical or religious purposes, or may with one or more such other societies form one new society for ecclesiastical or religious purposes. When the united or consolidated society, or new society, is incorporated, the former body may convey and transfer its property to the new corporation according to law.
322.28 RULES OF CONSTRUCTION.
The rules that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.
This chapter shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it.
This chapter shall not be so construed as to impair the obligations of any contract existing when the chapter became effective, nor to affect any action or proceeding begun or right accrued before this chapter became effective.
321.0401 BECOMING GENERAL PARTNER.
A person becomes a general partner:
(1) as provided in the partnership agreement;
(2) under section 321.0801(3)(B) following the dissociation of a limited partnership's last general partner;
(3) as the result of a conversion or merger under article 11; or
(4) with the consent of all the partners.
315.27 PROCEDURE FOR INCORPORATION.
Two or more societies of the classes named in section 315.26 may form a corporation by adopting a canon or resolution and having a copy certified, verified, approved by the attorney general, and recorded as provided by section 315.23. The canon or resolution may be adopted (1) in joint session by representatives, delegates, and others entitled to vote at the regular meetings of the societies, respectively, for the year in which the canon or resolution is adopted or (2) in joint session by committees elected or appointed by the societies, respectively, for that purpose.
322.29 RULES FOR CASES NOT PROVIDED FOR.
In any case not provided for in this chapter the rules of law and equity, including the law merchant, shall govern.
317A.451 QUORUM.
Unless otherwise provided by the articles or bylaws, a quorum for a meeting of members is ten percent of the members entitled to vote at the meeting.
(a) Except as provided in paragraph (b), a quorum is necessary for the transaction of business at a meeting of members. If a quorum is not present, a meeting may be adjourned from time to time for that reason.
(b) If a quorum has been present at a meeting and members have withdrawn from the meeting so that less than a quorum remains, the members still present may continue to transact business until adjournment.
321.0402 GENERAL PARTNER AGENT OF LIMITED PARTNERSHIP.
(a) Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership's name, for apparently carrying on in the ordinary course the limited partnership's activities or activities of the kind carried on by the limited partnership binds the limited partnership, unless the general partner did not have authority to act for the limited partnership in the particular matter and the person with which the general partner was dealing knew, had received a notification, or had notice under section 321.0103(d) that the general partner lacked authority.
(b) An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership's activities or activities of the kind carried on by the limited partnership binds the limited partnership only if the act was actually authorized by all the other partners.
315.28 PRIVILEGES.
A corporation formed under sections 315.26 to 315.29 has the same powers and rights as corporations formed under section 315.23.
317A.453 PROXIES.
If the articles or bylaws permit proxy voting, a member may cast or authorize the casting of a vote by (1) filing a nonelectronic written appointment of a proxy, signed by the member, with an officer of the corporation at or before the meeting at which the appointment is to be effective, or (2) telephonic transmission or authenticated electronic communication, whether or not accompanied by written instructions of the member, of an appointment of a proxy with the corporation or the corporation's duly authorized agent at or before the meeting at which the appointment is to be effective.
An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment form provided, however, that a proxy is not valid for more than three years from its date of execution.
An appointment of a proxy is revocable by the member. Appointment of a proxy is revoked by the person appointing the proxy by:
(1) attending a meeting and voting in person; or
(2) signing and delivering to the officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a later appointment form.
The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.
(a) Subject to section 317A.455 and an express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.
(b) The vote of a proxy is final, binding, and not subject to challenge, but the proxy is liable to the member for damages resulting from a failure to exercise the proxy or from an exercise of the proxy in violation of the authority granted in the appointment.
Unless the appointment specifically provides otherwise, if two or more persons are appointed as proxies for a member:
(1) any one of them may vote on each item of business in accordance with specific instructions contained in the appointment; or
(2) if no specific instructions are contained in the appointment with respect to voting on a particular item of business, a majority of the proxies have the authority conferred by the instrument. If the proxies are equally divided, they share the vote equally.
322.30 PROVISIONS FOR EXISTING LIMITED PARTNERSHIPS.
A limited partnership formed under any statute of this state prior to the adoption of this chapter may become a limited partnership under this chapter by complying with the provisions of section 322.02; provided the certificate sets forth:
(1) the amount of the original contribution of each limited partner, and the time when the contribution was made; and
(2) that the property of the partnership exceeds the amount sufficient to discharge its liabilities to persons not claiming as general or limited partners by an amount greater than the sum of the contributions of its limited partners.
A limited partnership formed under any statute of this state prior to the adoption of this chapter, until or unless it becomes a limited partnership under this chapter, shall continue to be governed by the provisions of General Statutes 1913, chapter 57, except that such partnership shall not be renewed unless so provided in the original agreement.
321.0403 LIMITED PARTNERSHIP LIABLE FOR GENERAL PARTNER'S ACTIONABLE CONDUCT.
(a) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities of the limited partnership or with authority of the limited partnership.
(b) If, in the course of the limited partnership's activities or while acting with authority of the limited partnership, a general partner receives or causes the limited partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the limited partnership is liable for the loss.
315.29 RIGHT TO HOLD PROPERTY.
A corporation organized under sections 315.26 to 315.29 shall hold property conveyed or transferred to it for the same use and subject to the same trusts and conditions as the corporation conveying or transferring the property.
322.31 REPEALS.
Except as affecting existing limited partnerships to the extent set forth in section 322.30, General Statutes 1913, chapter 57, is hereby repealed.
317A.455 CORPORATION'S ACCEPTANCE OF MEMBER ACT.
If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the record name of a member, the corporation if acting in good faith may accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member.
Unless the articles or bylaws provide otherwise, if the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith may accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if:
(1) the member is an entity and the name signed purports to be that of an officer or agent of the entity;
(2) the name signed purports to be that of an administrator, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
(3) the name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
(4) the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the member and if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment; or
(5) two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all the coholders.
The corporation may reject a vote, consent, waiver, or proxy appointment if the officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member.
The corporation or its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section is not liable in damages to the member for the consequences of the acceptance or rejection.
Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
321.0404 GENERAL PARTNER'S LIABILITY.
(a) Except as otherwise provided in subsections (b) and (c), all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law.
(b) A person that becomes a general partner of an existing limited partnership is not personally liable for an obligation of a limited partnership incurred before the person became a general partner.
(c) An obligation of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a general partner. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a limited liability limited partnership under section 321.0406(b)(2).
315.30 AMENDMENT OF CERTIFICATE.
A religious corporation may change its certificate by a resolution adopted, certified, acknowledged, and recorded in the same way as the original. The change must be consistent with law. When recorded, the amended certificate replaces the original.
317A.457 VOTING AGREEMENTS.
(a) To the extent permitted in the articles or bylaws, two or more members may provide for how they will vote by signing an agreement for that purpose. An agreement may be valid for a period of up to ten years. The agreement must have a reasonable purpose consistent with the corporation's purposes.
(b) A voting agreement created under this section is specifically enforceable.
(c) A voting agreement is not effective until it is filed with the corporation.
321.0405 ACTIONS BY AND AGAINST PARTNERSHIP AND PARTNERS.
(a) To the extent not inconsistent with section 321.0404, a general partner may be joined in an action against the limited partnership or named in a separate action.
(b) A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a limited partnership may not be satisfied from a general partner's assets unless there is also a judgment against the general partner.
(c) A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under section 321.0404 and:
(1) a judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2) the limited partnership is a debtor in bankruptcy;
(3) the general partner has agreed that the creditor need not exhaust limited partnership assets;
(4) a court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that limited partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of limited partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or
(5) liability is imposed on the general partner by law or contract independent of the existence of the limited partnership.
315.31 AMENDMENT OF ARTICLES OF INCORPORATION.
A religious society, religious association, or religious corporation existing under section 315.21, upon compliance with sections 315.31 to 315.33, may change its articles of incorporation as to any matter that could have been included in the original articles of incorporation. It may not change matters relating to the management or the conduct of affairs of a cemetery owned or controlled by it if the cemetery is managed or conducted according to sections 306.69 to 306.72.
317A.461 BOOKS AND RECORDS; FINANCIAL STATEMENT.
A corporation shall keep at its registered office correct and complete copies of its articles and bylaws, accounting records, voting agreements, and minutes of meetings of members, board of directors, and committees having any of the authority of the board of directors for the last six years.
A member or a director, or the agent or attorney of a member or a director, may inspect all documents referred to in subdivision 1 or 3 for any proper purpose at any reasonable time. A proper purpose is one reasonably related to the person's interest as a member or director of the corporation.
Upon request, a corporation shall give the member or the director a statement showing the financial result of all operations and transactions affecting income and surplus during its last annual accounting period and a balance sheet containing a summary of its assets and liabilities as of the closing date of the accounting period.
A member or director who has gained access under this section to any corporate record may not use or furnish to another for use the corporate record or a portion of the contents for any purpose other than a proper purpose. Upon application of the corporation, a court may issue a protective order or order other relief as may be necessary to enforce the provisions of this subdivision.
The corporation may charge the requesting party a reasonable fee to cover the expenses of providing copies of documents under this section.
The records maintained by a corporation may use any information storage technique, even though the technique makes them illegible visually, if the records can be converted accurately and within a reasonable time into a form that is legible visually and whose contents are assembled by related subject matter to permit convenient use by people in the normal course of business. A corporation shall convert any of the records referred to in subdivision 1 or 3 upon the request of a person entitled to inspect them, and the expense of the conversion must be borne by the person who bears the expense of copying under subdivision 5. A copy of the conversion is admissible in evidence, and must be accepted for all other purposes, to the same extent as the existing or original records would be if they were legible visually.
A member or a director who is wrongfully denied access to or copies of documents under this section may bring an action for injunctive relief, damages, and costs and reasonable attorney fees.
315.32 TRUSTEES, POWERS; CERTIFICATE, RECORDING.
The board of trustees or other governing body of a religious organization under section 315.21 may, by unanimous vote of its members, alter or amend the articles of incorporation under section 315.31, when authorized by resolution so to do at a special meeting of the religious organization. The meeting must be called for that expressly stated purpose, and a majority of the members of the religious organization must be present. The resolution must be passed by vote of a majority of the members present and voting. The board of trustees or other governing body shall record the resolution in a certificate executed and acknowledged by its president and secretary, or by its other presiding and recording officers, under the corporate seal of the religious organization. The certificate is presumptive evidence of the facts stated in it. The certificate must be recorded with the county recorder of the county where the religious organization is located. The amendment is effective on filing.
321.0406 MANAGEMENT RIGHTS OF GENERAL PARTNER.
(a) Each general partner has equal rights in the management and conduct of the limited partnership's activities. Except as expressly provided in this chapter, any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or, if there is more than one general partner, by a majority of the general partners.
(b) The consent of each partner is necessary to:
(1) amend the partnership agreement;
(2) amend the certificate of limited partnership to add or, subject to section 321.1110, delete a statement that the limited partnership is a limited liability limited partnership; and
(3) sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership's property, with or without the good will, other than in the usual and regular course of the limited partnership's activities.
(c) A limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property.
(d) A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute.
(e) A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under subsection (c) or (d) constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance.
(f) A general partner is not entitled to remuneration for services performed for the partnership.
321.0407 RIGHT OF GENERAL PARTNER AND FORMER GENERAL PARTNER TO INFORMATION.
(a) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours:
(1) in the limited partnership's designated office, required information; and
(2) at a reasonable location specified by the limited partnership, any other records maintained by the limited partnership regarding the limited partnership's activities and financial condition.
(b) Each general partner and the limited partnership shall furnish to a general partner:
(1) without demand, any information concerning the limited partnership's activities and financial condition reasonably required for the proper exercise of the general partner's rights and duties under the partnership agreement or this chapter; and
(2) on demand, any other information concerning the limited partnership's activities, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
(c) Subject to subsection (e), on ten days' demand made in a record received by the limited partnership, a person dissociated as a general partner may have access to the information and records described in subsection (a) at the location specified in subsection (a) if:
(1) the information or record pertains to the period during which the person was a general partner;
(2) the person seeks the information or record in good faith; and
(3) the person satisfies the requirements imposed on a limited partner by section 321.0304(b).
(d) The limited partnership shall respond to a demand made pursuant to subsection (c) in the same manner as provided in section 321.0304(c).
(e) If a general partner dies, section 321.0704 applies.
(f) The limited partnership may impose reasonable restrictions on the use of information under this section. In any dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness.
(g) A limited partnership may charge a person dissociated as a general partner that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material.
(h) A general partner or person dissociated as a general partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (f) or by the partnership agreement applies both to the attorney or other agent and to the general partner or person dissociated as a general partner.
(i) The rights under this section do not extend to a person as transferee, but the rights under subsection (c) of a person dissociated as a general may be exercised by the legal representative of an individual who dissociated as a general partner under section 321.0603(7)(B) or (C).
317A.467 EQUITABLE REMEDIES.
If a corporation or an officer or director of the corporation violates this chapter, a court in this state, in an action brought by at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, or by the attorney general, may grant equitable relief it considers just and reasonable in the circumstances and award expenses, including attorney fees and disbursements, to the members.
315.33 METHOD PROVIDED IS ADDITIONAL.
Sections 315.31 to 315.33 do not change the right of religious organizations to alter or amend their articles of incorporation in any way now authorized by law.
321.0409 TRANSFER OF PARTNERSHIP PROPERTY.
(a) Subject to the effect of a notification effective under section 321.0103(d) and (i), property held in the name of a limited partnership may be transferred by an instrument of transfer executed by a general partner in the limited partnership name.
(b) Where a transfer has been made to an initial transferee through an instrument of transfer effective under subsection (a), a limited partnership may recover the transferred limited partnership property from a transferee only if:
(1) the limited partnership proves that execution of the instrument of initial transfer did not bind the partnership under section 321.0402; and
(2) as to a subsequent transferee who gave value for the property, the limited partnership proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
(c) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b), from any earlier transferee of the property.
(d) This section does not affect the power of a person dissociated as a general partner to bind a limited partnership under sections 321.0606(a) and 321.0804(b).
315.34 CONSOLIDATION OF RELIGIOUS CORPORATIONS.
Two or more incorporated churches, congregations, parishes, or religious societies, or an incorporated parish and an incorporated cathedral, may consolidate and reorganize as a single church, congregation, parish, cathedral, or religious society by complying with the provisions of this chapter for the formation of a church, congregation, parish, cathedral, or society.
315.35 RESOLUTION; NOTICE.
Before action is taken under section 315.34, a resolution authorizing consolidation and reorganization must be adopted by at least two-thirds of the members present and voting at a meeting of each of the churches, congregations, parishes, parish and cathedral, or societies called for that purpose. Notice of the time, place, and object of the meeting must be given on four successive Sabbaths on which the society statedly meets for public worship, immediately before the time specified for the meeting. Proof of the notice, meeting and resolution may be made by affidavit of one of the officers or members cognizant of the facts and must be recorded with the certificate of incorporation.
321.0408 GENERAL STANDARDS OF GENERAL PARTNER'S CONDUCT.
(a) The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections (b) and (c).
(b) A general partner's duty of loyalty to the limited partnership and the other partners is limited to the following:
(1) to account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct and winding up of the limited partnership's activities or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity;
(2) to refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership's activities as or on behalf of a party having an interest adverse to the limited partnership; and
(3) to refrain from competing with the limited partnership in the conduct or winding up of the limited partnership's activities.
(c) A general partner's duty of care to the limited partnership and the other partners in the conduct and winding up of the limited partnership's activities is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(d) A general partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
(e) A general partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the general partner's conduct furthers the general partner's own interest.
317A.505 ADVANCES.
A corporation may, without a vote of the directors, advance money to its directors, officers, employees, or agents to cover expenses that can reasonably be anticipated to be incurred by them in the performance of their duties and for which they would be entitled to reimbursement in the absence of an advance.
317A.501 LOANS; GUARANTEES; SURETYSHIP.
A corporation may lend money to, guarantee or pledge its assets as security for an obligation of, become a surety for, or otherwise financially assist a person, if the transaction, or a class of transactions to which the transaction belongs, is approved by the board and:
(1) is in the usual and regular course of activities of the corporation;
(2) is with, or for the benefit of, a related organization, an organization in which the corporation has a financial interest, a person with whom the corporation has a relationship in the course of its activities, or an organization to which the corporation has the power to make donations;
(3) is with, or for the benefit of, an officer, director, or employee of the corporation or a related organization, and is authorized under subdivision 2; or
(4) subject to subdivision 2, has been approved by two-thirds of the members with voting rights or, if there are no members with voting rights, by two-thirds of the board.
A corporation may not lend money to or guarantee the obligation of a director, officer, or employee of the corporation or a related organization, or of the spouse, parents, children and spouses of children, brothers and sisters or spouses of brothers and sisters of the director, officer, or employee, unless the loan or guarantee may reasonably be expected, in the judgment of the board, to benefit the corporation. If a loan or guarantee is made in violation of this subdivision, the borrower's liability on the loan is not affected. The officers and directors who make a loan in violation of this subdivision or assent to it are jointly and severally liable for its repayment. This subdivision does not prohibit an advance of money for expenses authorized by section 317A.505.
A loan, guaranty, surety contract, or other financial assistance under subdivision 1 or 2 may be with or without interest and may be unsecured or secured.
This section does not grant authority to act as a bank or to carry on the business of banking.
321.0501 FORM OF CONTRIBUTION.
A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property, and contracts for services to be performed.
315.36 MEETINGS; NOTICE; ORGANIZATION; POWERS.
After each society has adopted the resolution, notice must be given stating the time and place of the meeting of the united congregation of the societies. The notice must be posted where each society statedly meets for worship at least 15 days before the meeting. The minister or another officer of the organization shall give public notice of the meeting at the usual Sabbath service at least one week before the meeting. The notice for the meeting must be signed by the clerk of the board of trustees, vestry, or chapter of each church, or by a person authorized by the board to sign it. At the meeting of the united congregation, held according to the notice, a name must be adopted for the new corporation. The meeting shall, by a majority vote, determine the form of organization of the new corporation and fix the qualifications for trustees or vestry members and the number, which must be at least three and not more than 12. A new board of trustees, vestry and wardens or chapter and wardens must be elected by a majority of the members present.
The board of trustees, vestry or chapter not including wardens must be divided into three classes. One class must be elected and hold office until the next annual meeting of the congregation, one class until its second annual meeting, and one class until its third annual meeting. After that, the terms of office of the trustees or vestry members must be three years and until their successors are elected and have qualified. If a vacancy occurs in the board of trustees, vestry, or chapter, at the next meeting of the congregation, board of trustees, chapter or vestry a successor must be elected to fill the unexpired term.
After the meeting the chair and secretary shall make a certificate as prescribed by section 315.01, 315.17, or 315.20, as the case may be. The certificate, proof by affidavit of proper notice of the meeting, and the affidavits provided for in section 315.35 must be recorded with the county recorder of the county where the place of worship of the consolidated society is located. When it is filed, the societies become merged into a new corporation under the name specified in the certificate. The new corporation has the rights, powers, and privileges, and is liable for the obligations of the corporations consolidated. The property of the original corporation vests in the new corporation. If a will or other instrument takes effect after the consolidation and names any of the original corporations as a legatee, devisee, or beneficiary of a trust, the new corporation shall take under the instrument and is entitled to the money, property, and benefits that the original corporation would have received under the instrument, unless the instrument expressly provides otherwise.
317A.601 MERGER, CONSOLIDATION, OR TRANSFER.
Two or more corporations may merge or consolidate, resulting in a single corporation subject to this chapter. A merger or consolidation must be made as provided in sections 317A.611 to 317A.651.
A corporation may sell, lease, transfer, or dispose of all or substantially all of its property and assets under section 317A.661.
If applicable, a corporation shall comply with section 317A.811 before it may merge or consolidate or transfer all or substantially all of its assets.
321.0503 SHARING OF DISTRIBUTIONS.
A distribution by a limited partnership must be shared among the partners on the basis of the value, as stated in the required information when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner.
321.0502 LIABILITY FOR CONTRIBUTION.
(a) A partner's obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the partner's death, disability, or other inability to perform personally.
(b) If a partner does not make a promised nonmonetary contribution, the partner is obligated at the option of the limited partnership to contribute money equal to that portion of the value, as stated in the required information, of the stated contribution which has not been made.
(c) The obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all partners. A creditor of a limited partnership which extends credit or otherwise acts in reliance on an obligation described in subsection (a), without notice of any compromise under this subsection, may enforce the original obligation.
317A.611 PLAN OF MERGER OR CONSOLIDATION.
A plan of merger or consolidation must contain:
(1) the names of the corporations proposing to merge or consolidate;
(2) the name of the surviving or new corporation;
(3) the terms and conditions of the proposed merger or consolidation;
(4) in the case of a merger, the manner and basis of converting the memberships of the constituent corporations into memberships of the surviving corporation or of any other corporation;
(5) in the case of a merger, a statement of amendments to the articles of the surviving corporation proposed as part of the merger;
(6) in the case of a consolidation, the provisions required by section 317A.111 to be set out in the articles of the new corporation; and
(7) other provisions with respect to the proposed merger or consolidation that are considered necessary or desirable.
317A.613 PLAN APPROVAL.
A plan of merger or consolidation must be approved and adopted by each constituent corporation as provided in this section.
When a constituent corporation has members with voting rights, the board of directors of the corporation shall adopt a resolution by the affirmative vote of a majority of all directors approving a proposed plan of merger or consolidation and directing that the plan be submitted to a vote at a meeting of the members with voting rights. Notice of the meeting must be given to each member with voting rights, accompanied by a copy or summary of the proposed plan. Unless the articles or bylaws require a greater vote, the plan of merger or consolidation is adopted upon receiving the affirmative vote of a majority of the members with voting rights voting on the action.
When a constituent corporation does not have members with voting rights, and unless the articles or bylaws require a greater vote, a plan of merger or consolidation is adopted at a meeting of the board of directors of the corporation upon receiving the affirmative votes of a majority of all directors. Notice of the meeting must be given accompanied by a copy of the proposed plan of merger or consolidation.
315.37 WHEN SOCIETY CEASES TO EXIST; DISPOSAL OF PROPERTY.
When a religious society under the control or supervision of a superior body ceases to exist or to maintain its organization, its real and personal property vests in and is transferred, as provided in section 315.38, to the next higher governing or supervising corporate body of the same denomination.
317A.615 ARTICLES OF MERGER OR CONSOLIDATION; CERTIFICATE.
Upon receiving the approval required by section 317A.613 and after compliance with section 317A.811, if applicable, articles of merger or consolidation must be prepared that contain:
(1) the plan of merger or consolidation;
(2) a statement that the plan has been approved by each corporation under this chapter; and
(3) a statement that the notice to the attorney general required by section 317A.811 has been given and the waiting period has expired or has been waived by the attorney general or a statement that section 317A.811 is not applicable.
The articles of merger or consolidation must be signed on behalf of each constituent corporation and filed with the secretary of state.
The secretary of state shall issue a certificate of merger to the surviving corporation or a certificate of consolidation and incorporation to the new corporation.
321.0504 INTERIM DISTRIBUTIONS.
A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution.
321.0505 NO DISTRIBUTION ON ACCOUNT OF DISSOCIATION.
A person does not have a right to receive a distribution on account of dissociation.
315.38 DISSOLUTION, APPLICATION, HEARING.
Upon application to the district court of the county where the society was located by a member of the body in which the property is to vest, under section 315.37, the court shall appoint a time for hearing the application. Three weeks' published and posted notice of hearing must be given, and any additional notice the court may direct. If, at the hearing, it appears that a proper case exists under section 315.37, the court shall direct a transfer to be made through a trustee appointed by it for that purpose. Affidavits of the notice may be filed in the proceedings, and they are evidence in actions and proceedings in the courts of the state.
321.0507 RIGHT TO DISTRIBUTION.
When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the limited partnership's obligation to make a distribution is subject to offset for any amount owed to the limited partnership by the partner or dissociated partner on whose account the distribution is made.
315.42 TAX EXEMPT; NO STREETS THROUGH PROPERTY.
Property necessarily used by such a corporation, and not leased or used for profit, is exempt from taxation. No roads or streets shall be laid through the property without the consent of the corporation's governing board.
317A.643 CONTINUANCE OF CORPORATE AUTHORITY.
When an act or instrument is considered necessary or appropriate to evidence the vesting of property or other rights in the single corporation, the persons with authority to do so under the articles or bylaws of each constituent corporation shall do the act or execute and deliver the instrument and for this purpose, the existence of the constituent corporations and the authority of those persons is continued.
321.0506 DISTRIBUTION IN KIND.
A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to section 321.0812(b), a limited partnership may distribute an asset in kind to the extent each partner receives a percentage of the asset equal to the partner's share of distributions.
321.0509 LIABILITY FOR IMPROPER DISTRIBUTIONS.
(a) A general partner that consents to a distribution made in violation of section 321.0508 is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the general partner failed to comply with section 321.0408.
(b) A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of section 321.0508 is personally liable to the limited partnership but only to the extent that the distribution received by the partner or transferee exceeded the amount that could have been properly paid under section 321.0508.
(c) A general partner against which an action is commenced under subsection (a) may:
(1) implead in the action any other person that is liable under subsection (a) and compel contribution from the person; and
(2) implead in the action any person that received a distribution in violation of subsection (b) and compel contribution from the person in the amount the person received in violation of subsection (b).
(d) An action under this section is barred if it is not commenced within two years after the distribution.