piers109uk/MN-Statutes huggingface dataset:
315.01 FORMATION; TRUSTEES.
The worshipers with an unincorporated church, congregation, or religious society who are of lawful age and have been considered as belonging to it, may elect trustees and incorporate as provided in this section.
A written notice, signed by at least five worshipers, stating the time, place, and object of the meeting, must be posted at least 15 days before the meeting, at the place of worship of the society. At the time and place fixed, if at least five worshipers are present, they shall, by a plurality vote, elect a chair and secretary. The chair and secretary shall together determine the qualifications of voters and receive and count the votes. The voters shall, by a plurality vote, elect at least three and not more than 15 members of their society as trustees, to take charge of its property and temporal affairs. The voters shall adopt a corporate name for the trustees and their successors. They may also determine the qualifications of the trustees to be chosen afterward and the religious denomination or sect to which the society will belong. Immediately after the meeting the chair and secretary shall sign, in the presence of two subscribing witnesses, and acknowledge a certificate stating the names of the trustees elected, the name adopted for the incorporated society, the qualifications, if any, of future trustees, and the name of the religious denomination to which the society belongs, if any.
When the constitution, rules, or usages of a church, denomination, congregation, or religious society require that trustees be chosen by a minister, presiding elder, or other officers, or by a body, the person who chose the trustees, or the presiding officer and secretary of the body shall execute, acknowledge, and deliver to the trustees a certificate, stating the names of the trustees, the time when and the person or body by which they were chosen, and their corporate name. When the certificate is recorded as required by law, the trustees and their successors become a corporate body under the name specified in the certificate, and have the rights, powers, and privileges of other religious corporations organized under this chapter.
When the constitution, rules, and usages of a church or religious denomination declare that the ministers, elders, deacons, or other officers elected by a church or congregation according to the constitution, rules, or usages, are the trustees of the church or congregation, those designated persons may assemble and execute and acknowledge a certificate stating their corporate name. When this certificate is recorded with the county recorder of the proper county, they and their successors are a corporate body under the name in the certificate.
322.02 FORMATION.
Two or more persons desiring to form a limited partnership shall:
(1) Sign and acknowledge or swear to a certificate, which shall state:
(a) the name of the partnership;
(b) the character of the business;
(c) the location of the principal place of business;
(d) the name and place of residence of each member; general and limited partners being, respectively designated;
(e) the term for which the partnership is to exist;
(f) the amount of cash and a description of and the agreed value of the other property contributed by each limited partner;
(g) the additional contributions, if any, agreed to be made by each limited partner and the times at which or events on the happening of which they shall be made;
(h) the time, if agreed upon, when the contribution of each limited partner is to be returned;
(i) the share of the profits or the other compensation by way of income which each limited partner shall receive by reason of that partner's contribution;
(j) the right, if given, of a limited partner to substitute an assignee as contributor in that partner's place, and the terms and conditions of the substitution;
(k) the right, if given, of the partners to admit additional limited partners;
(l) the right, if given, of one or more of the limited partners to priority over other limited partners, as to contributions or as to compensation by the way of income, and the nature of such priority;
(m) the right, if given, of the remaining general partner or partners to continue the business on the death, retirement, or insanity of a general partner; and
(n) the right, if given, of a limited partner to demand and receive property other than cash in return for that partner's contribution; and
(2) Record the certificate in the office of the county recorder of the county where the principal place of business is situated.
A limited partnership is formed if there has been substantial compliance in good faith with the requirements of this section.
317A.311 OTHER OFFICERS.
Except to the extent that the articles or bylaws provide that the members may exercise the powers under this section, the board may elect or appoint, in a manner set forth in the articles or bylaws or in a resolution adopted by the board, other officers the board considers necessary for the operation and management of the corporation, each of whom has the powers, rights, duties, responsibilities, and terms in office provided for in the articles or bylaws or determined by the board. Unless reserved to the members with voting rights, to the extent authorized in the articles, the bylaws, or a resolution approved by the affirmative vote of a majority of the directors present, the president may appoint one or more officers, other than the treasurer.
315.02 CERTIFICATE OF ELECTION OF TRUSTEES.
When trustees have been chosen before February 1, 1877 by an assembly of a church or religious society, in accordance with its constitution, rules, or usages, and a certificate of the choice made by its presiding officer and secretary, or either of them, specifying the trustees' corporate name and recorded, with intent to make them a corporate body, they must in all legal proceedings be considered a religious corporation under this chapter from the time of the recording of the certificate. Their later acts as a corporation are valid under this chapter. Conveyances to them as a corporation are confirmed.
322.03 BUSINESS WHICH MAY BE CARRIED ON.
A limited partnership may carry on any business which a partnership without limited partners may carry on.
321.0109 RESERVATION OF NAME.
(a) The exclusive right to the use of a limited partnership name otherwise permitted by section 321.0108 may be reserved by:
(1) a person doing business in this state under that name;
(2) a person intending to form a limited partnership under this chapter;
(3) a limited partnership intending to change its name;
(4) a foreign limited partnership intending to make application for a certificate of authority to transact business in this state;
(5) a foreign limited partnership authorized to transact business in this state and intending to change its name;
(6) a person intending to form a limited partnership in another state and intending to have the foreign limited partnership make application for a certificate of authority to transact business in this state;
(7) a foreign limited partnership formed under a name that does not comply with section 321.0108(b) or (c), but the name reserved under this subsection may differ from the foreign limited partnership's name only to the extent necessary to comply with section 321.0108(b) and (c); or
(8) a foreign limited partnership doing business under that name or a name not distinguishable from that name in one or more states other than this state and not described in clause (4), (5), (6), or (7).
(b) The reservation shall be made by delivering for filing with the secretary of state a request that the name be reserved. If the name is available for use by the applicant, the secretary of state shall reserve the name for the exclusive use of the applicant for a period of 12 months. The reservation may be renewed for successive 12-month periods.
(c) The right to the exclusive use of a limited partnership name reserved pursuant to this section may be transferred to another person by or on behalf of the applicant for whom the name was reserved by delivering for filing with the secretary of state a notice of the transfer and specifying the name and address of the transferee.
317A.315 MULTIPLE OFFICES.
Unless the articles or bylaws provide otherwise, any number of offices or functions of those offices may be held or exercised by the same person. If a document must be signed by persons holding different offices or functions and a person holds or exercises more than one of those offices or functions, that person may sign the document in more than one capacity, but only if the document indicates each capacity in which the person signs.
315.03 CERTIFICATE RECORDED.
The certificate, together with the certificate of acknowledgment, and a copy of the notice of meeting and affidavit of its posting, must be recorded with the county recorder of the county where the society's place of worship is located. When it is filed, the trustees and their successors are a corporate body under the name in the certificate.
321.0110 EFFECT OF PARTNERSHIP AGREEMENT; NONWAIVABLE PROVISIONS.
(a) Except as otherwise provided in subsection (b), the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.
(b) A partnership agreement may not:
(1) vary a limited partnership's power under section 321.0105 to sue, be sued, and defend in its own name;
(2) vary the law applicable to a limited partnership under section 321.0106;
(3) vary the requirements of section 321.0204;
(4) vary the information required under section 321.0111 or unreasonably restrict the right to information under section 321.0304 or 321.0407, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;
(5) eliminate the duty of loyalty under section 321.0408, but the partnership agreement may:
(A) identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and
(B) specify the number or percentage of partners which may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(6) unreasonably reduce the duty of care under section 321.0408(c);
(7) eliminate the obligation of good faith and fair dealing under sections 321.0305(b) and 321.0408(d), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(8) vary the power of a person to dissociate as a general partner under section 321.0604(a) except to require that the notice under section 321.0603(1) be in a record;
(9) vary the power of a court to decree dissolution in the circumstances specified in section 321.0802;
(10) vary the requirement to wind up the partnership's business as specified in section 321.0803;
(11) unreasonably restrict the right to maintain an action under article 10;
(12) restrict the right of a partner under section 321.1110(a) to approve a conversion or merger or the right of a general partner under section 321.1110(b) to consent to an amendment to the certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership; or
(13) restrict rights under this chapter of a person other than a partner or a transferee.
322.04 CHARACTER OF LIMITED PARTNER'S CONTRIBUTION.
The contributions of a limited partner may be cash or other property, but not services.
321.0112 BUSINESS TRANSACTIONS OF PARTNER WITH PARTNERSHIP.
A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner.
315.04 TRUSTEES, POWERS.
The trustees may have a common seal and alter it at pleasure. They may take possession of temporalities of the church, congregation, or society, real and personal, given, granted, or devised, directly or indirectly, to the body or to any other person for their use. They may sue and be sued in their corporate name, recover and hold debts, demands, rights, and privileges, churches, buildings, burial places, and the estate and appurtenances belonging to the church, congregation, or society as fully as though originally vested in them. They may hold, purchase, and receive title to, by gift, grant, devise, or bequest, real or personal property in any amount, for purposes authorized or approved by the congregation or society, as provided in section 315.05, with power to mortgage, sell, convey, demise, lease, and improve it.
315.05 TRUSTEES, MANAGEMENT POWERS.
The trustees may repair and alter churches, make rules and orders for managing the temporal affairs of the church, congregation, or society, and dispose of money belonging to it. They may regulate the renting of pews or slips, and the breaking of ground in their cemeteries. Under the direction or approval of the congregation or society, they may erect, acquire, and operate churches, dwellings for their ministers, and other buildings for the use of the church, congregation, or society, hospitals, nurses' homes and training schools, missions, camps and recreational grounds, and other buildings or facilities for other religious, moral, and charitable activities. They may appoint a clerk and treasurer of their board and a collector, regulate their compensation, and remove them at pleasure. The clerk shall enter rules and orders made by the trustees, and payments ordered by them, in a book kept for that purpose.
The trustees may not fix the salary of a minister; it must be fixed by a majority of the society entitled to vote at the election of trustees.
Sections 315.03 to 315.05 apply to religious corporations formed under Revised Statutes of the Territory of Minnesota 1851, chapter 36, as amended.
317A.321 OFFICERS CONSIDERED ELECTED.
In the absence of an election or appointment of officers by the board or the members with voting rights, the person exercising the principal functions of the president or the treasurer is considered to have been elected to the office.
322.05 NAME NOT TO CONTAIN SURNAME OF LIMITED PARTNER.
The surname of a limited partner shall not appear in the partnership name, unless:
(1) it is also the surname of a general partner; or
(2) prior to the time when the limited partner became such the business had been carried on under a name in which that partner's surname appeared.
A limited partner whose name appears in a partnership name contrary to the provisions of this section is liable as a general partner to partnership creditors who extend credit to the partnership without actual knowledge that the limited partner is not a general partner.
317A.331 CONTRACT RIGHTS.
The election or appointment of a person as an officer or agent does not, of itself, create contract rights. A corporation may enter into a contract with an officer or agent for a period if, in the board's judgment, the contract would be in the best interests of the corporation. The fact that the contract may be for a term longer than the terms of the directors who authorized or approved the contract does not make the contract void or voidable.
321.0111 REQUIRED INFORMATION.
A limited partnership shall maintain at its designated office the following information:
(1) a current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order;
(2) a copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed;
(3) a copy of any filed articles of conversion or merger;
(4) a copy of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years;
(5) a copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement;
(6) a copy of any financial statement of the limited partnership for the three most recent years;
(7) a copy of the three most recent annual reports delivered by the limited partnership to the secretary of state pursuant to section 321.0210;
(8) a copy of any record made by the limited partnership during the past three years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement; and
(9) unless contained in a partnership agreement made in a record, a record stating:
(A) the amount of cash, and a description and statement of the agreed value of the other benefits, contributed and agreed to be contributed by each partner;
(B) the times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made;
(C) for any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and
(D) any events upon the happening of which the limited partnership is to be dissolved and its activities wound up.
322.06 LIABILITY FOR FALSE STATEMENTS IN CERTIFICATE.
If the certificate contains a false statement, one who suffers loss by reliance on such statement may hold liable any party to the certificate who knew the statement to be false
(1) at the time of signing the certificate, or
(2) subsequently, but within a sufficient time before the statement was relied upon to enable the signer to cancel or amend the certificate, or to file a petition for its cancellation or amendment, as provided in section 322.25, subdivision 3.
317A.341 RESIGNATION; REMOVAL; VACANCIES.
An officer may resign by giving written notice to the corporation. The resignation is effective without acceptance when the notice is given to the corporation, unless a later effective date is named in the notice.
Except as otherwise provided in the articles or bylaws, an officer may be removed, with or without cause, by a resolution adopted by the board or by the members with voting rights, whichever elected or appointed the officer. An officer appointed by the president may also be removed at any time, with or without cause, by the president. To the extent authorized in the articles, the bylaws, or a resolution approved by the affirmative vote of a majority of the directors present, the president of a corporation may remove an officer elected or appointed by the board, other than the treasurer. A removal as described in this subdivision is without prejudice to contractual rights of the officer.
A vacancy in an office because of death, resignation, removal, disqualification, or other cause may, or in the case of a vacancy in the office of president or treasurer must, be filled for the unexpired part of the term in the manner provided in the articles or bylaws, or as determined by the board or under section 317A.321.
315.06 TRUSTEES, TERMS, ELECTION; QUORUM.
The term of office of the trustees is three years or less as prescribed in the constitution or articles, and until their successors have qualified. Unless otherwise provided in the constitution or articles, immediately after their first election they shall be divided by lot into three classes, the first class retiring at the end of the first year, the second class at the end of the second year, and the third class at the end of the third year. After that, as near as may be, one-third of the whole number must be chosen annually. Two trustees may call a meeting of the board. When assembled, a majority of the whole number is a quorum for the transaction of business. Fifteen days before the expiration of the term of office of a trustee, the clerk shall give notice of the election of the trustee's successor, by posting it where the society statedly meets for worship. The notice must state the name of the trustee and the time and place of election. The minister or other officer of the church or society shall give public notice of the election to the congregation again at least one week before the election. These provisions apply to filling vacancies by death, resignation, or removal.
322.07 LIMITED PARTNER NOT LIABLE TO CREDITORS.
A limited partner shall not become liable as a general partner without taking part in the control of the business in addition to exercising rights and powers as a limited partner.
317A.351 DELEGATION.
Unless prohibited by the articles or bylaws or by a resolution adopted by the board, an officer may, without the approval of the board, delegate some or all the duties and powers of an office to other persons. An officer who delegates the duties or powers of an office remains subject to the standard of conduct for an officer with respect to the discharge of the delegated duties and powers.
321.0113 DUAL CAPACITY.
A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties and restrictions under this chapter and the partnership agreement for limited partners.
315.07 VOTERS, QUALIFICATIONS.
No member of the church, congregation, or society may vote at an election after its incorporation until the member has attended public worship in the church, congregation, or society for at least six months before the election, and contributed to its support according to its customs. The clerk of the trustees shall keep a register of all persons who ask to join the church, congregation, or society note the time of the request, and attend subsequent elections to test the qualifications of voters in case of question.
321.0114 OFFICE AND AGENT FOR SERVICE OF PROCESS.
Every limited partnership shall have a registered office and shall have a registered agent, and may change its registered office or change its registered agent, and the agent may resign or change its business address or name, in the manner prescribed by section 5.36.
322.08 ADMISSION OF ADDITIONAL LIMITED PARTNERS.
After the formation of a limited partnership additional limited partners may be admitted upon filing an amendment to the original certificate in accordance with the requirements of section 322.25.
317A.361 STANDARD OF CONDUCT.
An officer shall discharge the duties of an office in good faith, in a manner the officer reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. A person exercising the principal functions of an office or to whom some or all of the duties and powers of an office are delegated under section 317A.351 is considered an officer for purposes of this section and sections 317A.467 and 317A.521.
An officer is not considered to be a trustee with respect to the corporation or with respect to property held or administered by the corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferor of the property.
321.0115 CHANGE OF DESIGNATED OFFICE OR AGENT FOR SERVICE OF PROCESS.
(a) In order to change its designated office, agent for service of process, or the address of its agent for service of process, a limited partnership or a foreign limited partnership may deliver to the secretary of state for filing a statement of change containing:
(1) the name of the limited partnership or foreign limited partnership;
(2) if the current designated office is to be changed, the street and mailing address of the new designated office; and
(3) if the current agent for service of process or an address of the agent is to be changed, the new information.
(b) Subject to section 321.0206(c), a statement of change is effective when filed by the secretary of state.
315.08 DEFINITIONS.
In this chapter "society" means the religious body constituted in accordance with the principles of the ecclesiastical polity which forms the basis of the corporation designated in this chapter as the church, congregation, or society, as distinguished from the corporation itself.
322.09 RIGHTS, POWERS, AND LIABILITIES OF A GENERAL PARTNER.
A general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners, except that without the written consent or ratification of the specific act by all the limited partners, a general partner or all of the general partners have no authority to
(1) do any act in contravention of the certificate;
(2) do any act which would make it impossible to carry on the ordinary business of the partnership;
(3) confess a judgment against the partnership;
(4) possess partnership property, or assign their rights in specific partnership property, for other than a partnership purpose;
(5) admit a person as a general partner;
(6) admit a person as a limited partner unless the right so to do is given in the certificate; or
(7) continue the business with partnership property on the death, retirement, or insanity of a general partner, unless the right so to do is given in the certificate.
317A.401 MEMBERS.
(a) A corporation may have one or more classes of members or may have no members. In the absence of a provision in its articles or bylaws providing for members, a corporation has no members.
(b) If a corporation has no members, an action for which there is no specific provision of this chapter applicable to a corporation without members and that would otherwise require approval of the members requires only the approval of the board.
(c) A reference in this chapter to a corporation that has no members includes a corporation in which the directors are the only members.
A corporation may admit any person as a member. The articles or bylaws may establish criteria or procedures for admission. A person may not be admitted as a member without the person's express or implied consent. For purposes of this subdivision, consent includes, but is not limited to, acceptance of membership benefits knowing that the benefits are available only to members, or taking some other affirmative action that confers membership benefits. If the articles or bylaws provide that a person who contributes to the corporation is a member, a contribution is consent.
Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for consideration as is determined by the board.
Members are of one class unless the articles establish, or authorize the bylaws to establish, more than one class. Members are entitled to vote and have equal rights and preferences except to the extent that the articles or bylaws have fixed or limited the rights and preferences of members or different classes of members or provide for nonvoting members. The articles or bylaws may fix the term of membership.
321.0116 RESIGNATION OF AGENT FOR SERVICE OF PROCESS.
An agent of a limited partnership or a foreign limited partnership may resign by delivering for filing with the secretary of state a signed written notice of resignation, including a statement that a signed copy of the notice has been given to the limited partnership at its principal office or to a legal representative of the limited partnership. The appointment of the agent terminates 30 days after the notice is filed by the secretary of state.
If the business address or name of an agent changes, the agent shall change the address of the designated office or the name of the agent, as the case may be, of each limited partnership or foreign limited partnership represented by that agent by delivering for filing with the secretary of state a change of designated office statement signed by the agent, stating that a copy of the statement has been mailed to each of those limited partnerships or foreign limited partnerships or to the legal representative of each of those limited partnerships or foreign limited partnerships.
315.09 GENERAL POWERS OF RELIGIOUS CORPORATIONS.
A corporation organized under this chapter may, in its corporate name, sue and be sued, hold, purchase, and receive title to, by gift, grant, or other conveyance, property, real or personal, with power to mortgage, sell, or convey it. It may adopt bylaws and make regulations necessary or expedient to manage its affairs in accordance with law.
322.10 RIGHTS OF A LIMITED PARTNER.
A limited partner shall have the same rights as a general partner to
(1) have the partnership books kept at the principal place of business of the partnership, and at all times to inspect and copy any of them;
(2) have on demand full and true information of all things affecting the partnership, and a formal account of the partnership affairs whenever circumstances render it just and reasonable; and
(3) have a dissolution and winding up by decree of court.
A limited partner shall have the right to receive a share of the profits or other compensation by way of income, and to the return of that partner's contribution as provided in sections 322.15 and 322.16.
317A.403 MEMBERSHIP CERTIFICATES.
A corporation may issue certificates showing membership in the corporation. In lieu of a membership certificate, a corporation may issue preferred or common stock. Stock may be issued upon the terms and conditions that the board considers appropriate.
321.0117 SERVICE OF PROCESS.
A process, notice, or demand required or permitted by law to be served may be served as provided in section 5.25.
315.10 POWERS OF CERTAIN CORPORATIONS.
A religious corporation, parish or diocese formed under sections 315.15 and 315.16 may sue or be sued, hold, purchase, and receive title to, by devise, purchase, gift, grant, or otherwise, real or personal property, and mortgage, sell, or convey it, or part of it, without giving notice or being authorized as required in section 315.12.
322.11 STATUS OF PERSON ERRONEOUSLY BELIEVING TO BE A LIMITED PARTNER.
A contributor to the capital of a business conducted by a person or partnership erroneously believing that the contributor has become a limited partner in a limited partnership is not, by reason of the exercise of the rights of a limited partnership, a general partner with the person or in the partnership carrying on the business, or bound by the obligations of such person or partnership; provided, that, on ascertaining the mistake, the contributor promptly renounces interest in the profits of the business, or other compensation by way of income.
315.11 LIMITATION OF RIGHT TO HOLD PROPERTY.
A religious corporation may not take or hold real or personal property for purposes other than those of its incorporation. The amount of property it may hold is subject to any limitation or modification enacted by general laws.
317A.405 TRANSFER OF MEMBERSHIP.
(a) Except as provided in the articles or bylaws, a member of a corporation may not transfer a membership or a right arising from it.
(b) Where transfer rights have been provided, a restriction on them is not binding with respect to a member holding a membership issued before the adoption of the restriction unless the restriction is approved by the members and the affected member.
322.12 ONE PERSON BOTH GENERAL AND LIMITED PARTNER.
A person may be a general and a limited partner in the same partnership at the same time.
A person who is a general, and also at the same time a limited, partner shall have all the rights and powers and be subject to all the restrictions of a general partner; except that, in respect to contribution, the person shall have the rights against the other members as if the person were not also a general partner.
321.0201 FORMATION OF LIMITED PARTNERSHIP; CERTIFICATE OF LIMITED PARTNERSHIP.
(a) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the secretary of state for filing. The certificate must state:
(1) the name of the limited partnership, which must comply with section 321.0108;
(2) the street and mailing address of the initial designated office and the name and street and mailing address of the initial agent for service of process;
(3) the name and the street and mailing address of each general partner;
(4) whether the limited partnership is a limited liability limited partnership; and
(5) any additional information required by article 11.
(b) A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in section 321.0110(b) in a manner inconsistent with that section.
(c) If there has been substantial compliance with subsection (a), subject to section 321.0206(c) a limited partnership is formed when the secretary of state files the certificate of limited partnership.
(d) Subject to subsection (b), if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed statement of dissociation, termination, or change or filed articles of conversion or merger:
(1) the partnership agreement prevails as to partners and transferees; and
(2) the filed certificate of limited partnership, statement of dissociation, termination, or change or articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.
321.0118 CONSENT AND PROXIES OF PARTNERS.
Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner's attorney-in-fact.
315.12 SALE OR ENCUMBRANCE OF REAL ESTATE.
A religious corporation organized under this chapter, by and through its trustees, may sell and convey, encumber, or otherwise dispose of real estate. To do so, the trustees must first be authorized by resolution of the society adopted by a two-thirds vote of the members present and voting at a meeting called for that purpose. Notice of the time, place, and object of the meeting must be given for at least four successive Sabbaths immediately before it on which the society statedly meets for public worship. When a religious society ceases to have stated meetings for public worship, or is unable to give notice of the time and place of the meeting, the corporation may make the sale, conveyance, or encumbrance by its trustees, upon being authorized by resolution adopted at a meeting of which at least 20 days' posted notice has been given. If the society has, for any reason, ceased to exist, for a period of one year, the corporation may sell and convey its property by its trustees upon giving at least 20 days' posted notice upon the premises of its intention to do so. Proof of nonexistence, notice, meeting, and the adoption of resolution may be made by the affidavit of a trustee or member of the society cognizant of them. The affidavit must be recorded with the county recorder where the certificate of incorporation was recorded, and the affidavit and record, or certified copies of it, are presumptive evidence of the facts they contain.
No person shall vote at a meeting called to authorize the trustees to sell, convey, encumber, or dispose of the corporation's real estate unless the person is a member of the religious body. No religious corporation shall sell, transfer, or otherwise dispose of its real estate except as provided by the denominational rules and certificates of association of the society as it appears of record in the office of the county recorder of the county. This section does not limit sections 500.01 to 500.20.
317A.409 RESIGNATION.
A member may resign at any time. The resignation of a member does not relieve the member from any obligations the member may have to the corporation for dues, assessments, or fees or charges for goods or services.
315.121 RELIGIOUS CORPORATIONS, CERTAIN CONVEYANCES VALIDATED.
All conveyances executed by any religious corporation or society organized under this chapter, conveying real property within this state that have been of record for more than six years in the office of the county recorder or registrar of titles of the county in which the real estate conveyed is located, and the record of the conveyance, are legalized, validated, and confirmed, even though the corporate records do not disclose that the execution of the conveyance was authorized by the congregation of the religious corporation in the manner provided by law, or the record of the authorization has not been recorded in the office of the county recorder or registrar of titles of the county in which the real estate conveyed is located, or the certificate or any other document specified by section 315.03 has not been recorded in the office of the county recorder of the county in which the real estate is located or in which the place of worship of the corporation or society is located.
322.13 LOANS AND OTHER BUSINESS TRANSACTIONS WITH LIMITED PARTNER.
A limited partner also may loan money to and transact other business with the partnership, and, unless also a general partner, receive on account of resulting claims against the partnership, with general creditors, a pro rata share of the assets. No limited partner shall, in respect to any such claim,
(1) receive or hold as collateral security any partnership property, or
(2) receive from a general partner or the partnership any payment, conveyance, or release from liability, if at the time the assets of the partnership are not sufficient to discharge partnership liabilities to persons not claiming as general or limited partners.
The receiving of collateral security, or a payment, conveyance, or release, in violation of the provisions of this section, is a fraud on the creditors of the partnership.
321.0202 AMENDMENT OR RESTATEMENT OF CERTIFICATE.
(a) In order to amend its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing an amendment or, pursuant to article 11, articles of merger stating:
(1) the name of the limited partnership;
(2) the date of filing of its initial certificate; and
(3) the changes the amendment makes to the certificate as most recently amended or restated.
(b) A limited partnership shall promptly deliver to the secretary of state for filing an amendment to a certificate of limited partnership to reflect:
(1) the admission of a new general partner;
(2) the dissociation of a person as a general partner; or
(3) the appointment of a person to wind up the limited partnership's activities under section 321.0803(c) or (d).
(c) A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly:
(1) cause the certificate to be amended; or
(2) if appropriate, deliver to the secretary of state for filing a statement of change pursuant to section 321.0115 or a statement of correction pursuant to section 321.0207.
(d) A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.
(e) A restated certificate of limited partnership may be delivered to the secretary of state for filing in the same manner as an amendment.
(f) Subject to section 321.0206(c), an amendment or restated certificate is effective when filed by the secretary of state.
315.13 EXISTING SOCIETIES CONFIRMED; REORGANIZATION.
Every church, congregation, or religious society incorporated before the effective date of Revised Statutes of the Territory of Minnesota, 1851, under any general or special law, and not since dissolved, is confirmed. A corporation formed under this chapter and dissolved may reincorporate under this chapter within six years after dissolution. When it does, its real and personal property vests in the corporation as though there had been no dissolution.
322.14 RELATION OF LIMITED PARTNERS INTER SE.
Where there are several limited partners the members may agree that one or more of the limited partners shall have a priority over other limited partners as to the return of their contributions, as to their compensation by way of income, or as to any other matter. If such an agreement is made it shall be stated in the certificate and, in the absence of such a statement, all the limited partners shall stand upon equal footing.
317A.407 LIABILITY OF MEMBERS.
A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation.
(a) When authority to do so is conferred by the articles or bylaws and subject to any limitations, a corporation may levy dues, assessments, or fees upon its members. The dues, assessments, or fees may be imposed upon all classes of members alike or differently upon different classes of members. Members of one or more classes may be exempted.
(b) Articles or bylaws may:
(1) fix the amount of the levy and the method of collection of dues, assessments, or fees; or
(2) authorize the directors to fix the amount from time to time and determine the methods of collection.
(c) Articles or bylaws may provide for:
(1) enforcement or collection of dues, assessments, or fees;
(2) cancellation of membership, on reasonable notice, for nonpayment of dues, assessments, or fees; or
(3) reinstatement of membership.
317A.411 TERMINATION.
A member may not be expelled or suspended, and a membership may not be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith. This section does not apply to the termination of a membership at the end of a fixed term.
A procedure is fair and reasonable when it is fair and reasonable taking into consideration all of the relevant facts and circumstances. In addition, a procedure is fair and reasonable if it provides:
(1) not less than 15 days' prior written notice of the expulsion, suspension, or termination, and the reasons for it; and
(2) an opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension, or termination by a person authorized to decide that the proposed expulsion, termination, or suspension not take place.
A proceeding challenging an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, must be begun within one year after the effective date of the expulsion, suspension, or termination.
The expulsion, suspension, or termination of a member does not relieve the member from obligations the member may have to the corporation for dues, assessments, or fees or charges for goods or services.
321.0203 STATEMENT OF TERMINATION.
A dissolved limited partnership that has completed winding up may deliver to the secretary of state for filing a statement of termination that states:
(1) the name of the limited partnership;
(2) the date of filing of its initial certificate of limited partnership; and
(3) any other information as determined by the general partners filing the statement or by a person appointed pursuant to section 321.0803(c) or (d).
322.15 COMPENSATION OF LIMITED PARTNER.
A limited partner may receive from the partnership the share of the profits or the compensation by way of income stipulated for in the certificate; provided, that, after such payment is made, whether from the property of the partnership or that of a general partner, the partnership assets are in excess of all liabilities of the partnership except liabilities to limited partners on account of their contributions and to general partners.
321.0204 SIGNING OF RECORDS.
(a) Each record delivered to the secretary of state for filing pursuant to this chapter must be signed in the following manner:
(1) An initial certificate of limited partnership must be signed by all general partners listed in the certificate.
(2) An amendment adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate.
(3) An amendment designating as general partner a person admitted under section 321.0801(3)(B) following the dissociation of a limited partnership's last general partner must be signed by that person.
(4) An amendment required by section 321.0803(c) following the appointment of a person to wind up the dissolved limited partnership's activities must be signed by that person.
(5) Any other amendment must be signed by:
(A) at least one general partner listed in the certificate;
(B) each other person designated in the amendment as a new general partner; and
(C) each person that the amendment indicates has dissociated as a general partner, unless:
(i) the person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or
(ii) the person has previously delivered to the secretary of state for filing a statement of dissociation.
(6) A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other paragraph of this subsection, the certificate must be signed in a manner that satisfies that paragraph.
(7) A statement of termination must be signed by all general partners listed in the certificate or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to section 321.0803(c) or (d) to wind up the dissolved limited partnership's activities.
(8) Articles of conversion must be signed by each general partner listed in the certificate of limited partnership.
(9) Articles of merger must be signed as provided in section 321.1108(a).
(10) Any other record delivered on behalf of a limited partnership to the secretary of state for filing must be signed by at least one general partner listed in the certificate.
(11) A statement by a person pursuant to section 321.0605(a)(4) stating that the person has dissociated as a general partner must be signed by that person.
(12) A statement of withdrawal by a person pursuant to section 321.0306 must be signed by that person.
(13) A record delivered on behalf of a foreign limited partnership to the secretary of state for filing must be signed by at least one general partner of the foreign limited partnership.
(14) Any other record delivered on behalf of any person to the secretary of state for filing must be signed by that person.
(b) Any person may sign by an attorney-in-fact any record to be filed pursuant to this chapter.