piers109uk/MN-Statutes huggingface dataset:
306.16 TITLE TO BURIAL LOTS REGAINED BY ASSOCIATION; PROCEDURE.
If a cemetery association organized under state law or a public cemetery operated by a municipality or other entity has before March 1, 1906, conveyed to a person the right of burial in any platted lot or designated piece of ground within the cemetery, and the deed or conveyance from the cemetery provides that the lot is held subject to the rules, bylaws, and regulations of the cemetery and the deed or the rules, bylaws, or regulations further provide for the payment of an annual charge for the care, upkeep, and maintenance of the lot, and the owner of the lot named in the deed or conveyance does not pay the annual charge for a period of ten successive years, the cemetery association or municipally-owned cemetery may reinvest itself with the title to the part of the cemetery lot not used for burial purposes, in the manner hereinafter set forth.
The association or municipally owned cemetery may serve upon the owner of the lot, in the manner prescribed by law for the service of a summons in a civil action, a notice specifying the amount unpaid for care of the lot, and specifying a time within which the amount must be paid to the secretary of the association or the proper officer of the municipally-owned cemetery, which shall not be less than 30 days from the date of the service of the notice. The notice must also provide that if the owner of the lot fails to pay the amount within the specified time, the association or municipally-owned cemetery will take the necessary steps to reinvest itself with the title to the part of the cemetery lot not actually used for burial purposes. If the owner of the lot fails to pay the amount within the time specified in the notice, the board of trustees of the cemetery may, by resolution adopted at any regular meeting of the board of trustees, set forth the failure to pay the charges for lot care, the service of the notice, and declare the portion of the lot unused for burial purposes, describing it by metes and bounds in the resolution, to be the property of the association or the municipally owned cemetery.
If the return of the sheriff of the county in which the cemetery is located shows that the owner of the lot is not a resident of the county and cannot be found in it, then the association or public cemetery may have the notice published in a legal newspaper within the county for the period of three weeks. The notice shall specify a time for payment, at least 30 days after the completed service of the notice by publication. After the expiration of the time specified in the notice, the board of trustees may adopt the resolution provided in subdivision 2 and reinvest the association or municipality with the title to the part of the cemetery lot unused for burial purposes.
308C.312 LIMITED EQUITY COOPERATIVES.
A cooperative formed under this chapter may organize as a limited equity cooperative in order to fulfill the public purpose of providing and preserving housing for persons and households of low and moderate income at the time that they purchase their memberships. In addition to safeguarding the foregoing public purpose, a limited equity cooperative shall meet the following requirements:
(1) the articles shall require that cooperative interests be sold at no more than a transfer value determined by a limited equity formula contained in the articles. That value shall be consistent with the object of maintaining long-term affordability of membership interests for persons or households of low and moderate income;
(2) a limited equity formula, once established by a cooperative in its articles, may be amended only if that amendment does not make the cooperative membership unaffordable for low or moderate income households for which the cooperative was originally incorporated. A limited equity cooperative once organized under this chapter may not reorganize as other than a limited equity cooperative without first dissolving;
(3) a limited equity cooperative shall not sell all or substantially all of its assets if such sale is intended to circumvent the public purposes of this section;
(4) the articles shall require that the cooperative shall have the first right to repurchase a member's cooperative interest;
(5) the articles shall require that the total distribution out of capital to a member shall not exceed the transfer value; and
(6) the articles shall require that upon dissolution of the cooperative, any assets remaining after retirement of corporate debts and distribution to members shall be distributed to a charitable organization described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended, a public agency, or another limited equity cooperative whose formula for determining transfer value shall be no less restrictive than that of the cooperative being dissolved.
308B.401 BOARD GOVERNS COOPERATIVE.
A cooperative shall be governed by its board, which shall take all action for and on behalf of the cooperative, except those actions reserved or granted to members. Board action shall be by the affirmative vote of a majority of the directors voting at a duly called meeting unless a greater majority is required by the articles or bylaws. A director individually or collectively with other directors does not have authority to act for or on behalf of the cooperative unless authorized by the board. A director may advocate interests of members or member groups to the board, but the fiduciary duty of each director is to represent the best interests of the cooperative and all members collectively.
303.21 FEES.
[Repealed, 3Sp1981 c 2 art 1 s 75]
[Repealed, 3Sp1981 c 2 art 1 s 75]
A fee of $50 shall be paid to the secretary of state for filing any instrument, other than the annual report required by section 303.14, required or permitted to be filed under the provisions of this chapter. The fees shall be paid at the time of the filing of the instrument.
306.17 RECORDS OF ASSOCIATION.
All notices, with the proof of service or publication, and all resolutions adopted by the board of trustees of the association or public cemetery under section 306.16, subdivision 2, shall be made a part of the records of the association or public cemetery. When the deed or conveyance from the association or public cemetery to the lot owner appears in the record in the registry of deeds of the county, a copy of the resolution, certified to the secretary of the cemetery association or public cemetery, and a copy of the printed notice with the sheriff's return, shall be placed in the records of the registry of deeds.
308C.401 BOARD GOVERNS COOPERATIVE.
A cooperative shall be governed by its board, which shall take all action for and on behalf of the cooperative, except those actions reserved or granted to members. Board action shall be by the affirmative vote of a majority of the directors voting at a duly called meeting unless a greater majority is required by the articles or bylaws. A director individually or collectively with other directors does not have authority to act for or on behalf of the cooperative unless authorized by the board. A director may advocate interests of members or member groups to the board, but the duty of each director is to represent the best interests of the cooperative and all members collectively.
303.22 APPLICABLE TO PRESENT CORPORATIONS.
Except as in this section otherwise provided, this chapter shall be applicable to all foreign corporations heretofore or hereafter transacting business in this state.
Any foreign corporation licensed to transact business in this state when this chapter became effective, which thereafter obtains a certificate of authority, pursuant to the provisions of this section, may continue to transact business in this state pursuant to the certificate of authority, using the name under which it was, on April 21, 1935, licensed to transact business in this state, whether or not the use of the name is in violation of the provisions of section 303.05.
Nothing herein contained shall be construed to exempt the foreign corporation from the obligation of making annual reports and paying license fees in accordance with the provisions of this chapter.
302A.151 FILING ARTICLES.
Unless filed with the commissioner of commerce, pursuant to other law, articles of incorporation and articles of amendment shall be filed with the secretary of state.
302A.155 PRESUMPTION; CERTIFICATE OF INCORPORATION.
When the articles of incorporation have been filed with the secretary of state and the required fee has been paid to the secretary of state, it is presumed that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated, and the secretary of state shall issue a certificate of incorporation to the corporation, but this presumption does not apply against this state in a proceeding to cancel or revoke the certificate of incorporation or to compel the involuntary dissolution of the corporation.
302A.153 EFFECTIVE DATE OF ARTICLES.
Articles of incorporation are effective and corporate existence begins when the articles of incorporation are filed with the secretary of state accompanied by a payment of $135, which includes a $100 incorporation fee in addition to the $35 filing fee required by section 302A.011, subdivision 11. Articles of amendment are effective when filed with the secretary of state or at another time within 30 days after filing if the articles of amendment so provide. Articles of merger must be accompanied by a fee of $60, which includes a $25 merger fee in addition to the $35 filing fee required by section 302A.011, subdivision 11.
303.20 FOREIGN CORPORATION MAY NOT MAINTAIN ACTION UNLESS LICENSED.
No foreign corporation transacting business in this state without a certificate of authority shall be permitted to maintain an action in any court in this state until such corporation shall have obtained a certificate of authority; nor shall an action be maintained in any court by any successor or assignee of such corporation on any right, claim, or demand arising out of the transaction of business by such corporation in this state until a certificate of authority to transact business in this state shall have been obtained by such corporation or by a corporation which has acquired all, or substantially all, of its assets. If such assignee shall be a purchaser without actual notice of such violation by the corporation, recovery may be had to an amount not greater than the purchase price. This section shall not be construed to alter the rules applicable to a holder in due course of a negotiable instrument.
The failure of a foreign corporation to obtain a certificate of authority to transact business in this state does not impair the validity of any contract or act of such corporation, and shall not prevent such corporation from defending any action in any court of this state.
Any foreign corporation which transacts business in this state without a certificate of authority shall forfeit and pay to this state a penalty, not exceeding $1,000, and an additional penalty, not exceeding $100, for each month or fraction thereof during which it shall continue to transact business in this state without a certificate of authority therefor. Such penalties may be recovered in the district court of any county in which such foreign corporation has done business or has property or has a place of business, by an action, in the name of the state, brought by the attorney general.
303.19 REINSTATEMENT.
Any foreign corporation whose certificate of authority to do business in this state shall have been revoked or canceled may reinstate that authority by filing an annual renewal and the fee required by subdivision 2 with the secretary of state. If any of the information in the original application for authority has changed, the foreign corporation must also file an amended certificate setting forth the currently accurate information, with the fee required by section 303.21, subdivision 3.
If the certificate of authority was revoked by the secretary of state pursuant to section 303.17, or by a judgment pursuant to section 303.18, the corporation shall pay to the commissioner of management and budget $500 before it may be reinstated.
Upon the filing of the application and upon payment of the fees imposed by this section, the secretary of state shall reinstate the license of the corporation.
306.155 CORRECTION OF INTERMENT ERRORS.
If the operator of a cemetery is informed or becomes aware that it has interred or permitted the interment of a body or remains in the wrong burial space, unless the interested parties have agreed otherwise in writing, it shall disinter the burial container wrongfully interred, identify the burial container, and reinter it in the proper burial space. The cemetery must give reasonable notice, in advance of the disinterment, to the person or persons legally entitled to control the body or remains of the deceased person and, if requested, the owner of the burial space.
At the time specified for the disinterment and reinterment, the cemetery must permit the person or persons legally entitled to control the body or remains and, if requested, the owner of the burial space to witness the disinterment and reinterment.
The cemetery must bear all costs of the disinterment and reinterment.
308A.165 BYLAWS.
A cooperative may, but need not, have bylaws.
(a) Except as provided in paragraph (b), the bylaws of a cooperative may be adopted or amended at a regular or special members' meeting if:
(1) the notice of the meeting contains a summary statement of the proposed bylaws or amendment;
(2) a quorum is registered as being present or represented by mail vote if authorized by the board; and
(3) the bylaws or amendment is approved by a majority of the votes cast, or for a cooperative with articles or bylaws requiring more than majority approval or other conditions for approval, the bylaws or amendment is approved by a proportion of the votes cast or a number of the total members as required by the articles or bylaws and the conditions for approval in the articles or bylaws have been satisfied.
(b) Until the first annual members meeting, the majority of directors may adopt and amend bylaws for the cooperative that are consistent with subdivision 3 if the cooperative does not have any members or stockholders with voting rights.
Bylaws may contain any provision relating to the management or regulation of the affairs of the cooperative that are not inconsistent with law or the articles, including:
(1) the number of directors, and the qualifications, manner of election, powers, duties, and compensation, if any, of directors;
(2) the qualifications of members, stockholders, and patrons and limitations on their number;
(3) the manner of admission, withdrawal, suspensions, and expulsion of members;
(4) property, voting, and other rights and privileges of members;
(5) the appointment and authority of committees;
(6) the appointment or election, duties, compensation, and tenure of officers;
(7) the time, place, and manner of calling, conducting, and giving notice of member, board, and committee meetings, or of conducting mail ballots; and
(8) the making of reports and financial statements to members.
308C.311 OCCUPANCY AGREEMENTS AND PROPRIETARY LEASES.
A cooperative and its occupant members may make and execute an occupancy agreement, proprietary lease, or other agreements that specify the terms of the occupant members' lease or occupancy of a unit or dwelling unit.
Title to cooperative property consisting of a dwelling unit or units shall at all times remain the property of the cooperative. Title to any manufactured home owned by a member placed in a manufactured home park owned by a cooperative pursuant to a proprietary lease remains in the name of the member.
The bylaws, an occupancy agreement, or proprietary lease may include the requirement of the member to pay liquidated damages to the cooperative for breach of any provision of an occupancy agreement, proprietary lease, or other agreement. The remedies for breach of contract are valid and enforceable in the courts of this state.
308C.305 EMERGENCY POWERS.
(a) In anticipation of or during an emergency defined in paragraph (d), the board may:
(1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
(2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(b) During an emergency as contemplated in paragraph (d), unless emergency bylaws provide otherwise:
(1) notice of a meeting of the board need be given only to those directors to whom it is practicable to reach and may be given in any practicable manner, including by publication or radio; and
(2) one or more officers of the cooperative present at a meeting of the board may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(c) Cooperative action taken in good faith during an emergency under this section to further the ordinary business affairs of the cooperative:
(1) binds the cooperative; and
(2) may not be the basis for the imposition of liability on any director, officer, employee, or agent of the cooperative on the grounds that the action was not an authorized cooperative action.
(d) An emergency exists for purposes of this section if a quorum of the directors cannot readily be obtained because of a catastrophic event.
308B.305 EMERGENCY POWERS.
(a) In anticipation of or during an emergency defined in paragraph (d), the board may:
(1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
(2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(b) During an emergency as contemplated in paragraph (d), unless emergency bylaws provide otherwise:
(1) notice of a meeting of the board need be given only to those directors to whom it is practicable to reach and may be given in any practicable manner, including by publication or radio; and
(2) one or more officers of the cooperative present at a meeting of the board may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(c) Cooperative action taken in good faith during an emergency under this section to further the ordinary business affairs of the cooperative:
(1) binds the cooperative; and
(2) may not be the basis for the imposition of liability on any director, officer, employee, or agent of the cooperative on the grounds that the action was not an authorized cooperative action.
(d) An emergency exists for purposes of this section if a quorum of the directors cannot readily be obtained because of a catastrophic event.
306.15 LOTS, CONVEYANCE.
(a) When a lot in a cemetery, or an entombment or inurnment space in a mausoleum, has been sold or conveyed for burial purposes, the lot, entombment, or inurnment space is then inalienable, except as provided in this section.
(b) The original purchaser of the lot, entombment, or inurnment space may sell or convey any part of it to the cemetery that is not actually occupied by interments or by entombed or inurned human remains.
(c) A person who has inherited the lot, entombment, or inurnment space may sell or convey any part of it to the cemetery that is not actually occupied by interments or by entombed or inurned human remains.
(d) When, by the consent of the owner, the lot, entombment, or inurnment space will be solely used by some other person as a family burial place, the owner may convey it to the person so using it.
(e) There must be filed with the cemetery a copy of an agreement of sale signed and acknowledged by the owner (and spouse, if any) and the proposed purchaser, transferring title to the cemetery and requesting that the cemetery issue a new conveyance of the lot or space directly to the purchaser in consideration of the payment by the purchaser to the owner of a specified price which must not be more than the price that would be charged by the cemetery in its sale of a similar lot or space.
Upon filing the agreement, a reasonable transfer and service charge of not more than $15 must be paid to the cemetery and the cemetery shall then promptly issue a conveyance of the lot or space to the designated purchaser.
(f) The cemetery may use any of its funds to repurchase lots, entombments, or inurnment spaces, as provided herein, and may hold or again sell and convey them.
308B.311 AGRICULTURAL PRODUCT MARKETING CONTRACTS.
A cooperative and its patron member or patron may make and execute a marketing contract, requiring the patron member or patron to sell a specified portion of the patron member's or patron's agricultural product or specified commodity produced from a certain area exclusively to or through the cooperative or facility established by the cooperative.
If a sale is contracted to the cooperative, the sale shall transfer title to the product absolutely, except for a recorded lien or security interest against the agricultural products of the patron member or patron in the state central notification system and liens granted against farm products under federal law, to the cooperative on delivery of the product or at another specified time if expressly provided in the contract. The contract may allow the cooperative to sell or resell the product of its patron member or patron with or without taking title to the product, and pay the resale price to the patron member or patron, after deducting all necessary selling, overhead, and other costs and expenses, including other proper reserves and interest.
A single term of a marketing contract shall not exceed ten years, but a marketing contract may be made self-renewing for periods not exceeding five years each, subject to the right of either party to terminate by giving written notice of the termination during a period of the current term as specified in the contract.
The bylaws or the marketing contract, or both, may set a specific sum as liquidated damages to be paid by the patron member or patron to the cooperative for breach of any provision of the marketing contract regarding the sale or delivery or withholding of a product and may provide that the member or patron shall pay the costs, premiums for bonds, expenses, and fees if an action is brought on the contract by the cooperative. The remedies for breach of contract are valid and enforceable in the courts of this state. The provisions shall be enforced as liquidated damages and are not considered a penalty.
If there is a breach or threatened breach of a marketing contract by a patron member or patron, the cooperative is entitled to an injunction to prevent the further breach of the contract and to a decree of specific performance of the contract. Pending the adjudication of the action after filing a complaint showing the breach or threatened breach and filing a sufficient bond, the cooperative is entitled to a temporary restraining order and preliminary injunction against the patron member or patron.
Any person who knowingly induces or attempts to induce any patron member or patron of a cooperative organized under this chapter to breach a marketing contract with the cooperative, or who maliciously and knowingly spreads false reports about the cooperative's finances or management, is guilty of a misdemeanor and subject to a fine of not less than $100, and not more than $1,000, for each such offense.
In addition to the penalty provided in subdivision 6, the person may be liable to the cooperative for civil damages for any violation of subdivision 6. Each violation shall constitute a separate offense.
308B.405 NUMBER OF DIRECTORS.
The board shall not have less than five directors, except that a cooperative with 50 or fewer members may have three or more directors as prescribed in the articles or bylaws.
308C.405 NUMBER OF DIRECTORS.
A board of directors must consist of three or more individuals, with the number specified in or fixed in accordance with the articles or bylaws. The power to elect or appoint directors is vested in the members. If the number of directors is fewer than three, or such greater minimum number set forth in the articles or bylaws, a majority of the directors in office may appoint or elect the number of additional directors necessary to increase the board to three directors or such greater minimum set forth in the articles or bylaws.
302A.163 CORPORATE SEAL.
A corporation may, but need not, have a corporate seal, and the use or nonuse of a corporate seal does not affect the validity, recordability, or enforceability of a document or act. If a corporation has a corporate seal, the use of the seal by the corporation on a document is not necessary.
If a corporation has a corporate seal, the seal may consist of a mechanical imprinting device, or a rubber stamp with a facsimile of the seal affixed thereon, or a facsimile or reproduction of either. The seal need include only the word "Seal," but it may also include a part or all of the name of the corporation and a combination, derivation, or abbreviation of either or both of the phrases "a Minnesota Corporation" and "Corporate Seal." If a corporate seal is used, it or a facsimile of it may be affixed, engraved, printed, placed, stamped with indelible ink, or in any other manner reproduced on any document.
306.18 DESCRIPTION OF LOTS IN NOTICE AND PROCEEDINGS.
The notice and proceedings under sections 306.16 to 306.20, concerning cemetery lots, shall distinctly describe by metes and bounds the part of a cemetery lot unused for burial purposes. The association or public cemetery shall leave sufficient passage to and from any grave upon the lot, either by dedicated streets or alleys in the cemetery or by leaving unused a part of the cemetery sufficient for that purpose.
303.23 CERTIFICATE ISSUED BY SECRETARY OF STATE.
Copies of the certificates certified, and any certificate issued pursuant to the provisions of this chapter, by the secretary of state shall be prima facie evidence of the matters stated therein.
A certificate of the secretary of state to the effect that a foreign corporation is not authorized to transact business in this state shall be prima facie evidence of the facts therein stated.
302A.165 EFFECT OF LACK OF POWER; ULTRA VIRES.
The doing, continuing, or performing by a corporation of an act, or an executed or wholly or partially executory contract, conveyance or transfer to or by the corporation, if otherwise lawful, is not invalid because the corporation was without the power to do, continue, or perform the act, contract, conveyance, or transfer, unless the lack of power is established in a court in this state:
(a) In a proceeding by a shareholder against the corporation to enjoin the doing, continuing, or performing of the act, contract, conveyance, or transfer. If the unauthorized act, continuation, or performance sought to be enjoined is being, or to be, performed or made pursuant to a contract to which the corporation is a party, the court may, if just and reasonable in the circumstances, set aside and enjoin the performance of the contract and in so doing may allow to the corporation or to the other parties to the contract compensation for the loss or damage sustained as a result of the action of the court in setting aside and enjoining the performance of the contract;
(b) In a proceeding by or in the name of the corporation, whether acting directly or through a legal representative, or through shareholders in a representative or derivative suit, against the incumbent or former officers or directors of the corporation for exceeding or otherwise violating their authority, or against a person having actual knowledge of the lack of power; or
(c) In a proceeding by the attorney general, as provided in section 302A.757, to dissolve the corporation, or in a proceeding by the attorney general to enjoin the corporation from the transaction of unauthorized business.
306.19 LIMITATION.
Sections 306.16 to 306.20 do not apply to a lot in a cemetery for which a perpetual care contract has been entered into between the cemetery association and the lot owner.
308A.301 BOARD GOVERNS COOPERATIVE.
A cooperative is governed by its board.
303.24 RIGHTS SUBJECT TO AMENDMENT.
The state hereby fully reserves the right to alter, amend, or repeal the several provisions of this chapter, and all rights and privileges granted or extended hereunder shall be subject to such reserved right.
308B.415 FILLING VACANCIES.
If a patron member director's position becomes vacant or a new director position is created for a director that was or is to be elected by patron members, the board, in consultation with the directors elected by patron members, shall appoint a patron member of the cooperative to fill the director's position until the next regular or special members' meeting. If there are no directors elected by patron members on the board at the time of the vacancy, a special patron members' meeting shall be called to fill the patron member director vacancy.
If the vacating director was not elected by the patron members or a new director position is created, unless otherwise provided in the articles or bylaws, the board shall appoint a director to fill the vacant position by majority vote of the remaining or then serving directors even though less than a quorum. At the next regular or special members' meeting, the members or patron members shall elect a director to fill the unexpired term of the vacant director's position.
306.20 REINVESTMENT; REDEMPTION.
Compliance with sections 306.16 to 306.20 reinvests the association or municipality with, and divests the record owner and dependents of, the title to the part of the cemetery lot unused for burial purposes as though the lot had never been conveyed to any person. The association or municipality then owns the reclaimed part of the lot for its own purposes, subject to state law and to the charter, bylaws, rules, and regulations of the association or municipality. The association or municipality may not transfer the title of the lot for one year after the adoption of the resolution provided for in section 306.16. If during the one-year period a person entitled by state law to the cemetery lot pays to the association or public cemetery all the unpaid lot care, the expenses of the service of the notice provided for in section 306.16, and any additional amount due for lot care after the date of the notice under the bylaws, rules, and regulations of the cemetery association or public cemetery, and contracts and pays for the perpetual care of the lot, the association or cemetery shall reconvey the lot to the person lawfully entitled to it.
302A.171 ORGANIZATION.
If the first board is not named in the articles, the incorporators may elect the first board or may act as directors with all of the powers, rights, duties, and liabilities of directors, until directors are elected or until shares are issued, whichever occurs first.
After the filing of articles of incorporation, the incorporators or the directors named in the articles shall either hold an organizational meeting at the call of a majority of the incorporators or of the directors named in the articles, or take written action, for the purposes of transacting business and taking actions necessary or appropriate to complete the organization of the corporation, including, without limitation, amending the articles, electing directors, adopting bylaws, electing officers, adopting banking resolutions, authorizing or ratifying the purchase, lease, or other acquisition of suitable space, furniture, furnishings, supplies, and materials, approving a corporate seal, approving forms of certificates for shares of the corporation, adopting a fiscal year for the corporation, accepting subscriptions for and issuing shares of the corporation, and making any appropriate tax elections. If a meeting is held, the person or persons calling the meeting shall give at least three days' notice of the meeting to each incorporator or director named, stating the date, time, and place of the meeting. Incorporators and directors may waive notice of an organizational meeting in the same manner that a director may waive notice of meetings of the board pursuant to section 302A.231, subdivision 5.
308A.305 NUMBER OF DIRECTORS.
The board must have at least five directors, except a cooperative housing corporation as defined in United States Code, title 26, section 216, subsection (b)(1), must have at least three directors who are members of the association.
308C.415 FILLING VACANCIES.
If an occupant member director's position becomes vacant or a new director position is created for a director that was or is to be elected by occupant members, the board, in consultation with the directors elected by occupant members, shall appoint an occupant member of the cooperative to fill the director's position until the next regular or special members' meeting. If there are no directors elected by occupant members on the board at the time of the vacancy, a special members' meeting shall be called to fill the occupant member director vacancy.
If the vacating director was not elected by the occupant members or a new director position is created, unless otherwise provided in the articles or bylaws, the board shall appoint a director to fill the vacant position by majority vote of the remaining or then serving directors even though less than a quorum. At the next regular or special members' meeting, the members shall elect a director to fill the unexpired term of the vacant director's position.
308B.421 REMOVAL OF DIRECTORS.
The provisions of this section apply unless modified by the articles or the bylaws.
A director may be removed at any time, with or without cause, if:
(1) the director was named by the board to fill a vacancy;
(2) the members have not elected directors in the interval between the time of the appointment to fill a vacancy and the time of the removal; and
(3) a majority of the remaining directors present affirmatively vote to remove the director.
Any one or all of the directors may be removed at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of membership interests entitled to vote at an election of directors; provided that if a director has been elected solely by the patron members or the holders of a class or series of membership interests as stated in the articles or bylaws, then that director may be removed only by the affirmative vote of the holders of a majority of the voting power of the patron members for a director elected by the patron members or of all membership interests of that class or series entitled to vote at an election of that director.
New directors may be elected at a meeting at which directors are removed.
302A.181 BYLAWS.
A corporation may, but need not, have bylaws. Bylaws may contain any provision relating to the management of the business or the regulation of the affairs of the corporation not inconsistent with section 302A.201 or any other provision of law or the articles.
Initial bylaws may be adopted pursuant to section 302A.171 by the incorporators or by the first board. Unless reserved by the articles to the shareholders, the power to adopt, amend, or repeal the bylaws is vested in the board. The power of the board is subject to the power of the shareholders, exercisable in the manner provided in subdivision 3, to adopt, amend, or repeal bylaws adopted, amended, or repealed by the board. After the adoption of the initial bylaws, the board shall not adopt, amend, or repeal a bylaw fixing a quorum for meetings of shareholders, prescribing procedures for removing directors or filling vacancies in the board, or fixing the number of directors or their classifications, qualifications, or terms of office, but may adopt or amend a bylaw to increase the number of directors.
If a shareholder or shareholders holding three percent or more of the voting power of the shares entitled to vote propose a resolution for action by the shareholders to adopt, amend, or repeal bylaws adopted, amended, or repealed by the board and the resolution sets forth the provision or provisions proposed for adoption, amendment, or repeal, the limitations and procedures for submitting, considering, and adopting the resolution are the same as provided in section 302A.135, subdivisions 2 to 4, for amendment of the articles.
302A.191 FORUM SELECTION PROVISIONS.
The articles or bylaws may require, consistent with applicable jurisdictional requirements, that any or all internal corporate claims must be brought exclusively in any or all of the courts in this state. The articles or bylaws must not prohibit bringing an internal corporate claim in the courts of this state.
"Internal corporate claim" means any:
(a) claim that is based upon a violation of a duty under the laws of this state by a current or former director, officer, or shareholder in such capacity;
(b) derivative action or proceeding brought on behalf of the corporation; or
(c) action asserting a claim arising under this chapter or the corporation's articles or bylaws.
306.21 UPKEEP OF LOTS; ABANDONMENT.
(a) In the instances provided in paragraph (b), an incorporated cemetery association may, by a resolution of its governing board, require that grantees of lots or parcels, or parties claiming through grantees of lots or parcels, within the cemetery either:
(1) file with the corporation a written notice of claim of their interest in their lot or parcel, supported by satisfactory evidence of the interest, within 60 days after service of a copy of the resolution; or
(2) keep the lots clear of weeds and in a condition in harmony with other adjoining lots or parcels.
A copy of the resolution must be served upon all parties in the same manner as a complaint in a civil action.
(b) Paragraph (a) may be applied in all cases where an incorporated association has owned a site for a cemetery for more than 40 years and has sold lots and parcels for burial purposes, and has conveyed them by deed of conveyance with or without restrictions and the grantee, or parties claiming through the grantee, (1) for more than 75 years in counties having a population over 50,000 according to the 1960 federal decennial census, and 50 years in all other counties, have not used parts of the lots or parcels for the purposes of burial and during that time have not provided care for the lots beyond that provided uniformly to all lots within the cemetery, and during that time have not given to the corporation a written notice of claim or interest in the lots or parcels, or (2) have not used parts of the lots or parcels for the purposes of burial and have not kept the lots or plots free of weeds or brush but have allowed the lots to remain entirely unimproved for more than 20 years, and the lots or parcels are located in the cemetery adjacent to improved parts of the cemetery and by reason of their unimproved condition detract from the appearance of the cemetery and interfere with its harmonious improvement and furnish a place for the propagation of growth of weeds and brush.
If an incorporated cemetery association has sold lots and parcels for burial purposes before 1925, with or without restriction, that have not been used for burial purposes and the owners have not maintained the lots or paid the fees required by the association of lot owners for care and upkeep for a period of at least 15 years, the association may by resolution of its governing body demand that the owners or holders of the lots pay the association the fees owed for care and upkeep in the period during which the fees were not paid. The resolution must state the amount of fees due for each lot, without interest, and declare that if that amount is not paid to the association by the persons claiming to be owners within 90 days that the described lots and all interest in them will be considered abandoned to the association. The resolution must name all of the persons shown by the records of the association to have a claim of ownership to the lots described and must be served in the manner required for service of a resolution by subdivision 1.
308A.313 APPORTIONMENT OF DIRECTORS AMONG DISTRICTS OR UNITS.
The bylaws of an electric cooperative that has 35,000 or more members and that nominates, elects, or otherwise selects directors on a district or local unit basis must provide that representation on the board be apportioned equally throughout the different districts or local units in proportion to the membership residing in or belonging to the districts or units. The number of members in any one district or unit may not vary by more than ten percent from the average number of members for the districts or units.
The bylaws must provide for a survey to take place at least once every ten years to determine whether the number of members in a district or local unit has changed. If the number of members in a district or local unit changes by 15 percent or more, the bylaws must provide for changes in the districts or local units so that representation on the board continues to be apportioned equally throughout the districts or units in proportion to the membership.
308B.431 QUORUM.
A majority, or a larger or smaller portion or number provided in the articles or bylaws, of the directors currently holding office is a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present may adjourn a meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the proportion of number otherwise required for a quorum.
308A.311 ELECTION OF DIRECTORS.
Directors shall be elected for the term, at the time, and in the manner provided in this section and the bylaws.
Directors shall be elected at the regular members' meeting for the terms of office prescribed in the bylaws. Except for directors elected at district meetings, all directors shall be elected at the regular members' meeting.
(a) A cooperative with districts or other local units may elect directors on a district or local unit basis if provided in the bylaws.
(b) The directors may be nominated or elected at district meetings if provided in the bylaws. Directors who are nominated at district meetings shall be elected at the annual regular members' meeting by vote of the members of the entire membership, unless the bylaws provide that directors who are nominated at district meetings are to be elected by vote of the members of the district at the annual regular members' meeting.
(a) A member may not vote by mail or electronic means for a director unless mail or electronic voting is authorized for election of directors by the articles or bylaws.
(b) The ballot shall be in a form prescribed by the board.
(c) If the vote is by mail, the member shall mark the ballot for the candidate chosen and mail the ballot to the cooperative in a sealed plain envelope inside another envelope bearing the member's name.
(d) The member may vote by electronic means if the cooperative is able to authenticate that it is the cooperative member who is casting the vote.
(e) If the ballot of the member is received by the cooperative on or before the date of the regular members' meeting, the ballot shall be accepted and counted as the vote of the absent member.
If voting by mail or by electronic means is authorized by the articles or the bylaws of a telephone cooperative, a member may vote by mail or by electronic means for the director in the manner prescribed in the articles or bylaws. The mail voting shall be by secret ballot.
If a member of a cooperative is a family farm corporation defined in section 500.24, subdivision 2, clause (c), or an authorized farm corporation defined in section 500.24, subdivision 2, clause (d), the member may elect or appoint an individual stockholder of the farm corporation residing on or actively operating the farm to be eligible for election as a director to the board.
If a member of a cooperative is not a natural person, family farm corporation, or an authorized farm corporation and the bylaws do not provide otherwise, the member may appoint or elect one or, for a cooperative constituted entirely of other cooperatives or associations, one or more natural persons to be eligible for election as a director to the board.
308C.421 REMOVAL OF DIRECTORS.
The provisions of this section apply unless modified by the articles or the bylaws.
A director may be removed at any time, with or without cause, if:
(1) the director was named by the board to fill a vacancy;
(2) the members have not elected directors in the interval between the time of the appointment to fill a vacancy and the time of the removal; and
(3) a majority of the remaining directors present affirmatively vote to remove the director.
Any one or all of the directors may be removed at any time, with or without cause, by the affirmative vote of the holders of a majority of the entire membership of record at any duly called annual meeting, or at any special meeting called for the purpose of removing or electing directors; provided that if a director has been elected solely by the occupant members or the holders of a class or series of membership interests as stated in the articles or bylaws, then that director may be removed only by the affirmative vote of the holders of a majority of the voting power of the occupant members for a director elected by the occupant members or of all membership interests of that class or series entitled to vote at an election of that director.
New directors may be elected at a meeting at which directors are removed.