piers109uk/MN-Statutes huggingface dataset:
306.02 CEMETERY CORPORATIONS OR ASSOCIATIONS.
A corporation or association may: (1) be formed to procure and hold or sell lands or lots exclusively for the purpose of a public cemetery; (2) acquire and manage all real and personal property necessary or proper to establish, embellish, care for, and manage a cemetery, and may construct and operate on that property a crematory and other proper means of disposing of the dead; and (3) sell and convey cemetery lots or sell and convey real or personal property acquired by it but not needed for cemetery purposes. The corporation or association may be formed by three or more persons, who shall execute and verify the certificate or articles of incorporation as required in the matter of the formation of other corporations. The certificate of incorporation shall be recorded in the office of the county recorder of the county where the cemetery is located and upon filing, the association is a corporation.
Cemetery land and property or a public burial ground owned or controlled by a town, statutory or home rule charter city, or county may be transferred by deed or otherwise to an existing cemetery association or corporation, a cemetery association or corporation formed under this chapter, or a cemetery association or corporation formed under the laws of a federally recognized Indian tribe in Minnesota. The transfer may be with or without condition, as determined by the town, statutory or home rule charter city, or county. The town, statutory or home rule charter city, or county may, as a part of the transaction, enter into a contract or agreement with the cemetery association to provide for the management and maintenance of the cemetery, for the sale of lots or land in the cemetery, and for those other matters concerning the care and control of the cemetery as the town, statutory or home rule charter city, or county considers advisable.
Cemetery land or property owned by a religious corporation existing under state laws may be transferred to a cemetery association under state laws without any express consideration. In this case, the articles of incorporation of the cemetery association may provide, or may be amended to provide, for the appointment of its directors or trustees by the board of directors of the religious corporation or by some specified officer of the corporation. A cemetery association affiliated with a religious corporation by such a provision in its articles may provide for the acquisition of other cemetery properties within the state for the burial of persons of the same religious faith, exclusively.
A cemetery corporation or association governed by this chapter may transfer cemetery land or property to a religious corporation existing under state laws without any express consideration. Money held by the cemetery corporation or association for maintenance of transferred land containing cemetery burial plots must also be transferred to the religious corporation to which the land is transferred, and the religious corporation shall use the money for maintenance of the land and plots.
307.02 EFFECT OF RECORDED PLAT.
When such plat has been recorded, every donation or grant of lands therein to the public, to any religious corporation, or to any individual, shall be deemed a conveyance of such lands, subject to the conditions and restrictions, if any, contained therein. Every conveyance of such lots shall be expressly for burial purposes, and the lands designated on the plat as streets, alleys, ways, commons, or other public uses shall be held by the owner of the cemetery in trust for the uses and purposes thereon indicated.
304A.011 APPLICATION AND EFFECT OF CHAPTER.
This chapter applies to all public benefit corporations.
Chapter 302A applies to all public benefit corporations and all statutes and rules of law that apply to a corporation formed under chapter 302A also apply to a public benefit corporation. If chapter 302A conflicts with sections 304A.001 to 304A.301, sections 304A.001 to 304A.301 govern. The chapter does not affect a statute or rule of law that applies to a corporation formed under chapter 302A that is not a public benefit corporation.
A provision of the articles, shareholder control agreement, or bylaws of a public benefit corporation may not limit, be inconsistent with, or supersede a provision of this chapter.
302.021 TRANSFER AND PLEDGE OF SHARES OF STOCK AND RIGHTS HELD BY CLEARING CORPORATION.
For the purposes of this section:
(1) "clearing corporation" means a corporation, all of the capital stock of which is held by or for a national securities exchange registered under the Securities Exchange Act of 1934, United States Code, title 15, section 78a et seq., as amended; and
(2) "custodian" means a bank or trust company which is supervised and examined by state or federal authority having supervision over banks and which is acting as custodian for a clearing corporation.
Notwithstanding the provisions of this chapter or any other applicable law, if a certificate or instrument evidencing shares of stock, or rights to purchase or subscribe to shares of stock, is in the custody of a clearing corporation or of a custodian subject to the instructions of a clearing corporation, title to any such certificate or instrument or to any interest therein and to the shares or rights evidenced by such certificate, instrument or interest may be transferred by the making of entries on the books of the clearing corporation reducing the account of the transferor by the number of shares or rights transferred and increasing the account of the transferee by such number of shares or rights. A transfer of title so made shall for all purposes have the same effect as if the transferor had delivered to the transferee a certificate or instrument evidencing the shares or rights transferred, duly endorsed in blank.
A valid pledge may be made of any such certificate or instrument or of any interest therein and of the shares or rights evidenced by such certificate, instrument or interest by:
(1) The giving by the pledgor to the clearing corporation of notice of the pledge and of instructions that, until receipt by the clearing corporation of notice to the contrary from the pledgee, such certificate, instrument or interest therein and the shares or rights evidenced by such certificate, instrument or interest shall be held by the clearing corporation, either directly or through the custodian, for the account of the pledgee, and
(2) By making of entries on the books of the clearing corporation reducing the account of the pledgor by the number of shares or rights pledged and increasing the account of the pledgee by such number of shares or rights.
A pledge so made shall for all purposes be as valid and effective as one made by transfer of actual possession of a certificate or instrument evidencing the shares or rights pledged from the pledgor to the pledgee.
The provisions of this section shall be applicable although the charter or articles of incorporation or code of regulations or bylaws of the corporation, any shares or rights of which are transferred or pledged as herein provided, or any certificate or instrument evidencing such shares or rights, in whole or in part, provide that such shares or rights shall be transferable only on the books of the corporation or shall be registered by a registrar or transferred by a transfer agent.
306.023 UNUSED PUBLIC CEMETERY; TRANSFER TO OPERATING PUBLIC CEMETERY.
A public cemetery association that owns a cemetery in which no interments have been made for 40 years may transfer the cemetery and real estate owned by it, together with funds or property that it possesses, to another public cemetery association or corporation serving the same community in the burial of the dead.
To accomplish the transfer, the board of trustees of the transferring cemetery association shall adopt a resolution to that effect by an unanimous vote of the board of trustees. The chair or president of the board of trustees and the secretary may then execute the proper instruments and a deed in the name of the association to evidence the transfer. However, the transfer must first have been authorized by a majority vote of all members of the association, present and voting, at any regular meeting or at any special meeting called for that purpose, after written notice to the members specifying the time, place, and purpose of the meeting.
If the association is an unincorporated association, a deed executed in the name of the association by the chair or president and the secretary or treasurer of the board of trustees is a valid conveyance of the lands of the association.
A public cemetery association or corporation serving the community in the burial of the dead may accept a transfer of a cemetery and its lands, property, and funds. Before a transfer is made, the public cemetery association to which the transfer is being made shall adopt a resolution agreeing to accept the cemetery and its real and personal property and funds and agreeing to operate, maintain, control, and manage the cemetery and administer its property and funds in the name of, and in accordance with the rules and laws governing the accepting public cemetery association.
After transfer, lot owners of the former association continue their ownership. They are entitled to the same rights and privileges with respect to their lots accorded to lot owners by the public cemetery association to which the transfer was made and are thereafter subject to all the rules and laws governing the public cemetery association.
303.03 FOREIGN CORPORATIONS MUST HAVE CERTIFICATE OF AUTHORITY.
No foreign corporation shall transact business in this state unless it holds a certificate of authority so to do; and no foreign corporation whose certificate of authority has been revoked or canceled pursuant to the provisions of this chapter shall be entitled to obtain a certificate of authority except in accordance with the provisions of section 303.19. This section does not establish standards for those activities that may subject a foreign corporation to taxation under section 290.015 and to the reporting requirements of section 290.371. Without excluding other activities which may not constitute transacting business in this state, and subject to the provisions of sections 5.25 and 543.19, a foreign corporation shall not be considered to be transacting business in this state for the purposes of this chapter solely by reason of carrying on in this state any one or more of the following activities:
(a) maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes;
(b) holding meetings of its directors or shareholders or carrying on other activities concerning its internal affairs;
(c) maintaining bank accounts;
(d) maintaining offices or agencies for the transfer, exchange, and registration of its securities, or appointing and maintaining trustees or depositaries with relation to its securities;
(e) holding title to and managing real or personal property, or any interest therein, situated in this state, as executor of the will or administrator of the estate of any decedent, as trustee of any trust, or as guardian of any person or conservator of any person's estate;
(f) making, participating in, or investing in loans or creating, as borrower or lender, or otherwise acquiring indebtedness or mortgages or other security interests in real or personal property;
(g) securing or collecting its debts or enforcing any rights in property securing them; or
(h) conducting an isolated transaction completed within a period of 30 days and not in the course of a number of repeated transactions of like nature.
308B.007 LEGAL RECOGNITION OF ELECTRONIC RECORDS AND SIGNATURES.
(a) The definitions in this subdivision apply to this section.
(b) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
(c) "Electronic record" means a record created, generated, sent, communicated, received, or stored by electronic means.
(d) "Electronic signature" means an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record.
(e) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
For purposes of this chapter:
(1) a record or signature may not be denied legal effect or enforceability solely because it is in electronic form;
(2) a contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation;
(3) if a provision requires a record to be in writing, an electronic record satisfies the requirement; and
(4) if a provision requires a signature, an electronic signature satisfies the requirement.
308A.011 USE OF TERM COOPERATIVE RESTRICTED.
(a) A corporation or association organized in this state may not use the term "cooperative" as part of its corporate or business name or title, or to represent itself as a cooperative, unless the corporation or association has complied with and is subject to this chapter or has incorporated under other laws of this state authorizing incorporation of business on a cooperative plan.
(b) A cooperative formed pursuant to chapter 515B is subject to this chapter, except that in the event of a conflict between chapter 515B and this chapter, chapter 515B is controlling.
A corporation or association is guilty of a misdemeanor that violates subdivision 1.
304A.021 DEFINITIONS.
For the purposes of this chapter, unless the language or context clearly indicates that a different meaning is intended, the words, terms, and phrases defined in this section have the meanings given them.
"General benefit corporation" means a public benefit corporation that elects in its articles to pursue general public benefit and that may state in its articles a specific public benefit purpose it elects to pursue.
"General public benefit" means a net material positive impact from the business and operations of a general benefit corporation on society, the environment, and the well-being of present and future generations.
"Independent" means having no material relationship with a public benefit corporation or a parent, a subsidiary, or other affiliate of a public benefit corporation.
"Minimum status vote" means that the shareholders shall take action by the affirmative vote of the holders of at least two-thirds of all of the issued and outstanding shares.
"Organization" means a domestic or foreign business or nonprofit corporation, limited liability company, whether domestic or foreign, partnership, limited partnership, joint venture, association, trust, estate, enterprise, or other legal or commercial entity.
"Public benefit corporation" means a corporation formed under chapter 302A:
(1) that has elected to become subject to this chapter; and
(2) whose status as a public benefit corporation has not been terminated or revoked.
"Specific benefit corporation" means a public benefit corporation that states in its articles a specific public benefit purpose it elects to pursue, but does not include a general benefit corporation that states in its articles a specific public benefit purpose it elects to pursue.
"Specific public benefit" means one or more positive impacts, or reduction of a negative impact, on specified categories of natural persons, entities, communities, or interests, other than shareholders in their capacity as shareholders, as enumerated in the articles of a public benefit corporation.
"Third-party standard" means:
(1) a publicly available standard or guideline for defining, reporting, and assessing the performance of a business enterprise as a social or benefit corporation;
(2) promulgated by a natural person or an organization; and
(3) that is independent of the public benefit corporation.
307.03 RELIGIOUS CORPORATIONS MAY ACQUIRE EXISTING CEMETERIES.
Any religious corporation, or two or more together, may acquire, by gift or purchase, the cemetery lands and property of any cemetery association or private cemetery, and every such association, and the owner of any private cemetery, are hereby empowered to convey to religious corporations any cemetery land or property.
306.025 TRANSFER OF CEMETERY TO LOCAL GOVERNMENT UNIT.
A public cemetery association owning a cemetery may transfer it to a statutory or home rule charter city, town, or county in which the cemetery is wholly or partly located, together with all the funds and property of the association, whether the funds are of a trust character or otherwise. The statutory or home rule charter city, town, or county in which the cemetery is wholly or partly located may accept a transfer of the cemetery and of its property and funds, and may continue to operate, maintain, manage, and conduct the cemetery, and to sell lots and provide for the burial of the dead in the cemetery. Funds received from the cemetery association upon transfer shall be administered by the statutory or home rule charter city, town, or county for the same purposes and upon the same trusts for which they were originally established.
To accomplish a transfer, the board of trustees of the cemetery association shall first adopt a resolution to that effect by a unanimous vote of the members of the board of trustees, after which the chair or president of the board of trustees and the secretary are authorized to execute the proper instruments to evidence the transfer. However, the transfer must first have been authorized by a majority vote of all the members of the association at a regular or special meeting called for that express purpose.
Before the transfer is made, the governing body of the statutory or home rule charter city, town, or county in which the cemetery is wholly or partly located shall first adopt a resolution agreeing to accept the transfer of the property and funds of the association, and agree to continue to operate, maintain, manage, conduct, and control the cemetery, to sell lots in it, and to administer its funds for the same purposes and upon the same trusts for which they were originally established.
If a trust fund for the perpetual care of cemetery lots is transferred to a statutory or home rule charter city, town, or county under this section, then the fund must be preserved and kept and used and administered for the same purposes and upon the same trusts as if the transfer had not been made. Lots for which payment in full for perpetual care has been made to the cemetery association are entitled to receive perpetual care, and the statutory or home rule charter city, town, or county shall provide it.
After transfer, lot owners are entitled to the same rights and privileges concerning their lots as if the transfer had not been made.
After the transfer has been made and accepted by the statutory or home rule charter city, town, or county, the governing body of the statutory or home rule charter city, town, or county shall operate, maintain, conduct, control, and manage the transferred cemetery. For that purpose it may appoint a committee of the governing body.
The governing body of the statutory or home rule charter city, town, or county may adopt rules and regulations to conduct, manage, maintain, and operate the cemetery, but the rules may not infringe upon the rights of persons who were lot owners at the time the transfer was made.
303.04 ENGAGING IN BANKING; LIMITATION.
No foreign corporation shall transact in this state the business which only a bank, trust company, or savings association may transact in this state except as provided in section 303.25.
302A.015 LEGAL RECOGNITION OF ELECTRONIC RECORDS AND SIGNATURES.
(a) For purposes of this section, the words, terms, and phrases defined in this subdivision have the meanings given them.
(b) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
(c) "Electronic record" means a record created, generated, sent, communicated, received, or stored by electronic means.
(d) "Electronic signature" means an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record.
For purposes of this chapter:
(1) a record or signature may not be denied legal effect or enforceability solely because it is in electronic form;
(2) a contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation;
(3) if a provision requires a record to be in writing, an electronic record satisfies the requirement; and
(4) if a provision requires a signature, an electronic signature satisfies the requirement.
308B.101 RESERVATION OF RIGHT.
The state reserves the right to amend or repeal the provisions of this chapter by law. A cooperative organized or governed by this chapter is subject to this reserved right.
308C.007 LEGAL RECOGNITION OF ELECTRONIC RECORDS AND SIGNATURES.
(a) The definitions in this subdivision apply to this section.
(b) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
(c) "Electronic record" means a record created, generated, sent, communicated, received, or stored by electronic means.
(d) "Electronic signature" means an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record.
(e) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in the perceivable form.
For purposes of this chapter:
(1) a record or signature may not be denied legal effect or enforceability solely because it is in electronic form;
(2) a contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation;
(3) if a provision requires a record to be in writing, an electronic record satisfies the requirement; and
(4) if a provision requires a signature, an electronic signature satisfies the requirement.
308A.015 RESERVATION OF RIGHT.
The state reserves the right to amend or repeal the provisions of this chapter by law. A cooperative incorporated or governed by this chapter is subject to this reserved right.
304A.101 INCORPORATION OF A PUBLIC BENEFIT CORPORATION.
A public benefit corporation must be incorporated in accordance with chapter 302A, and its articles must also state that the public benefit corporation is a:
(1) general benefit corporation;
(2) general benefit corporation that also elects to pursue a specific public benefit purpose as stated in its articles; or
(3) a specific benefit corporation that elects to pursue a specific public benefit purpose as stated in its articles.
A public benefit corporation name must comply with the requirements of section 302A.115 other than subdivision 1, paragraph (b), and with respect to:
(1) a general benefit corporation, contain the words "general benefit corporation," or the abbreviation "GBC;" and
(2) a specific benefit corporation, contain the words "specific benefit corporation," or the abbreviation "SBC."
307.04 CONVEYANCE OF LOTS.
Every religious corporation owning such cemetery may sell and convey lots therein for burial purposes only. Deeds thereof may be executed by the treasurers of such corporations, or by one or more of the trustees thereunto authorized by resolution duly adopted by its board of trustees.
306.027 MERGER OF CEMETERIES.
The ownership of a cemetery owned by a cemetery association or corporation, a municipality or town, a religious corporation, or any other body, or of a privately owned cemetery, may be merged with that of any other cemetery upon the terms set by its governing body, board of trustees, or owner. The surviving association, corporation, municipality, town, religious corporation, or other body or private person owning the cemeteries is subject to the laws appropriate for the particular type of cemetery ownership. No interests of third parties shall be impaired by the merger and after the merger lot owners of the former cemeteries shall continue their ownership and be entitled to the same rights and privileges concerning their lots that were accorded to them under the previous ownership.
308B.111 FILING FEES.
Unless otherwise provided, the filing fee for documents filed under this chapter with the secretary of state is $35.
303.05 NAMES OF CORPORATIONS.
No certificate of authority shall be issued to a foreign corporation if the name of that foreign corporation would be prohibited to a corporation under the provisions of chapter 302A. The name of that corporation may contain the word "cooperative" if it is a cooperative corporation generally similar to the kind which may be organized under the laws of this state. If that corporation is a corporation obtaining a certificate of authority pursuant to the provisions of section 303.04, the name of that corporation may contain the words "bank," "trust," "building and loan," or "savings" and such corporation shall not be required to add the word "incorporated" or the abbreviation "Inc." to its corporate name. A foreign corporation may use an alternate name to transact business in this state if its board of directors adopts a resolution adopting the alternate name. The alternate name must meet the requirements of section 302A.115, and need not be filed under sections 333.001 to 333.06.
Nothing in this section shall abrogate or limit the law as to unfair competition or unfair practices nor derogate from the common law, the principles of equity, the statutes of this state or of the United States with respect to the right to acquire and protect trade names.
If a foreign corporation does business in this state under a name prohibited by this section, the courts of this state having equity jurisdiction may, upon the application of the state or of any person, unincorporated association, or corporation interested or affected, enjoin such foreign corporation from doing business in this state under such name, whether or not a certificate of authority shall have been issued to such foreign corporation.
[Repealed, 2008 c 203 s 14]
308A.021 FILING FEE.
Unless otherwise provided, the filing fee for documents filed with the secretary of state is $35.
302A.031 TRANSITION.
The continuation or completion of any act by a corporation that has not incorporated under, but has become governed by, this chapter, and the continuation or performance of any executed or wholly or partially executory contract, conveyance, or transfer to or by the corporation, shall, if otherwise lawful before the corporation became governed by this chapter, remain valid, and may be continued, completed, consummated, enforced, or terminated as required or permitted by a statute applicable prior to the date on which the corporation became governed by this chapter.
For purposes of denial of preemptive rights under section 302A.413, subdivision 1, the articles of a corporation formed under chapter 301 shall be construed to deny completely preemptive rights for all shares, rights to purchase shares, securities other than shares or rights to purchase securities other than shares, if those articles deny shareholders the preemptive right to purchase or subscribe to shares.
(a) All corporations formed under chapter 300 and governed by this chapter pursuant to section 302A.021, subdivision 7a, are granted perpetual duration irrespective of the period of duration set forth in their articles of incorporation. This grant may be modified in the articles as authorized under section 302A.111, subdivision 2, paragraph (b).
(b) All corporations formed under chapter 300 and governed by this chapter pursuant to section 47.13, are granted perpetual duration irrespective of the period of duration set forth in their certificates of incorporation. This grant may be modified in the certificate of incorporation as authorized under section 47.12, subdivision 2, paragraph (a), clause (3).
308C.009 USE OF TERM COOPERATIVE RESTRICTED.
Businesses subject to this chapter may use the term "cooperative" or "housing cooperative" as part of its corporate or business name. Nothing in this chapter shall preclude a business organized under chapter 308A, 308B, 317A, or 515B from using the term "housing cooperative."
A corporation or association organized in this state may not use the term "housing cooperative" as part of its corporate or business name or title, or to represent itself as a housing cooperative, unless the corporation or association has complied with and is subject to this chapter or has incorporated under the laws of this state authorizing incorporation of business on a cooperative plan.
A corporation or association that violates subdivision 1 is guilty of a misdemeanor.
304A.102 ELECTION OF PUBLIC BENEFIT CORPORATION STATUS.
In accordance with the procedures stated in chapter 302A and with approval by the minimum status vote, an existing corporation formed under chapter 302A may elect to become a public benefit corporation under this chapter by amending its articles to meet the requirements of section 304A.101.
(a) This subdivision applies if:
(1) an organization, other than a nonprofit corporation, that is not a public benefit corporation is a party to a merger, exchange, or conversion, or a transfer in accordance with section 302A.601; and
(2) the surviving organization in the merger, the acquiring organization in an exchange, the converted organization in the conversion, or the transferee is to be a public benefit corporation.
(b) If this subdivision applies, the transfer or the plan of merger, exchange, or conversion, must be adopted in accordance with the procedures stated in chapter 302A and with approval by the minimum status vote.
A shareholder of a corporation or the member of a limited liability company may dissent from, and obtain payment for the fair value of the shareholder's shares or the member's membership interests pursuant to sections 302A.471 and 302A.473, in the event of an election of public benefit corporation status pursuant to this section.
307.05 GIFTS FOR PROPRIETARY CARE OF LOTS.
Gifts, grants and bequests of personal property to any trust company, or to one or more individuals and their successors, in trust for the purpose of perpetual care, maintenance, and adornments of lots in private cemeteries and the walks, monuments, and structures thereon are permitted. They shall not be deemed invalid as violating any existing law against perpetuities or suspension of the power of alienation; and, in furtherance thereof, any trust company or individual trustee and the trustee's successors may take and hold in trust the title to any one or more of such lots in such private cemetery in perpetuity.
306.03 ACTUARY; RECORDS; REPORTS.
Every such corporation, including any person, firm, partnership, association, or corporation owning or operating a mausoleum or columbarium, shall, in addition to its ordinary corporate officers, annually appoint an actuary or provide by its bylaws that its secretary shall perform the duties of an actuary. The actuary shall keep a register of burials, entering (1) the date of burial, entombment, or cremation and (2) the name, age, sex, nativity, and cause of death of every person interred or cremated in the cemetery. These facts must be registered so far as they can be ascertained from the friends, attending physician, or undertaker in charge, and in case of a pauper, stranger, or criminal, from the public official directing the burial. The record shall be open to public inspection, and the actuary shall give the state commissioner of health and to local agents of a community health board as authorized under section 145A.04, upon their request, an accurate summary of the record during any specified year.
308B.115 REGISTERED OFFICE AND AGENT.
Every cooperative shall have a registered office, and may 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.
308C.101 RESERVATION OF RIGHT.
The state reserves the right to amend or repeal the provisions of this chapter by law. A cooperative organized or governed by this chapter is subject to this reserved right.
304A.103 TERMINATION OF PUBLIC BENEFIT CORPORATION STATUS.
In accordance with the procedures stated in chapter 302A and with approval by the minimum status vote, a public benefit corporation may terminate its status as a public benefit corporation and cease to be subject to this chapter by amending its articles to delete the requirements of section 304A.101, subdivision 1, and change its name to remove the information required by section 304A.101, subdivision 2.
If a merger, exchange, conversion, or transfer would have the effect of terminating the status of a public benefit corporation under this chapter, the transfer or the plan of merger, exchange, or conversion must be approved by the minimum status vote.
A shareholder of a public benefit corporation may dissent from, and obtain payment for the fair value of the shareholder's shares pursuant to sections 302A.471 and 302A.473 in the event of a termination of public benefit corporation status pursuant to this section.
A public benefit corporation that terminates its status, or has its status revoked more than once pursuant to section 304A.301, subdivision 5, may not elect to become a public benefit corporation under this chapter until three years have passed since the effective date of termination or revocation.
307.06 TRANSFER TO ASSOCIATION; HOW EFFECTED.
Any private cemetery established, platted, and recorded under the laws of this state may consolidate with and transfer its property, for cemetery purposes only, to any cemetery association or corporation organized under the laws of this state which is contiguous to, or adjacent to, such cemetery corporation.
To so consolidate and transfer its property it shall be necessary:
(1) that a resolution be passed by a two-thirds vote of the lot owners and members of such private cemetery, represented, present, and voting at a special meeting called for that purpose, which resolution shall recite what cemetery corporation or association it is proposed to consolidate with and transfer its property to, and the terms and conditions thereof; and 30 days' notice of such meeting shall be previously given by mail to each lot owner of such private cemetery whose address can be determined using reasonable diligence of the time and place when such meeting is to be held, reciting the purpose thereof, which notice shall be signed by at least five lot owners; and
(2) that the resolution shall be signed and acknowledged by the presiding officer and secretary of such meeting and shall be recorded with the county recorder of the county in which the private cemetery is situated.
303.06 APPLICATION FOR CERTIFICATE OF AUTHORITY.
In order to procure a certificate of authority to transact business in this state, a foreign corporation shall make application therefor to the secretary of state, which application shall set forth:
(1) the name of the corporation and the state or country under the laws of which it is organized;
(2) if the name of the corporation does not comply with section 303.05, then the name which it agrees to use in this state;
(3) the address of its proposed registered office in this state and the name of its proposed registered agent in this state;
(4) that it irrevocably consents to the service of process upon it as set forth in section 5.25, or any amendment thereto;
(5) a statement that the officers executing the application have been duly authorized so to do by the board of directors of the corporation; and
(6) that the corporation has complied with the organizational laws in the jurisdiction in which it is organized.
Such application shall be executed by its president, vice-president, secretary, or assistant secretary.
302A.041 RESERVATION OF RIGHT.
The state reserves the right to amend or repeal the provisions of this chapter. A corporation incorporated under or governed by this chapter is subject to this reserved right.
308A.025 REGISTERED OFFICE.
Every cooperative shall have a registered office and may have a registered agent and may change its registered agent and the agent may resign or change its business address or its name, in the manner prescribed by section 5.36.
308B.121 ANNUAL RENEWAL.
Each cooperative governed by this chapter must file an annual renewal with the secretary of state in each calendar year after the calendar year in which the cooperative incorporated. The secretary of state may send annually to each cooperative, using the information provided by the cooperative pursuant to section 5.002 or 5.34 or the articles of organization, a notice announcing the need to file the annual renewal and informing the cooperative that the annual renewal may be filed online and that paper filings may also be made, and informing the cooperative that failing to file the annual renewal will result in an administrative dissolution.
In each calendar year in which a renewal is to be filed, a cooperative must file with the secretary of state by December 31 of that calendar year a renewal containing the items required by section 5.34.
[Repealed, 2009 c 98 s 36]
(a) A cooperative that has failed to file a registration under the requirements of this section must be dissolved by the secretary of state as described in paragraph (b).
(b) If the cooperative has not filed the registration by December 31 of that calendar year, the secretary of state must issue a certificate of involuntary dissolution and the certificate must be filed in the Office of the Secretary of State. A cooperative dissolved in this manner is not entitled to the benefits of section 308B.971.
A cooperative may retroactively reinstate its existence by filing a single annual registration and paying a $25 fee. Filing the annual registration with the secretary of state:
(1) returns the cooperative to active status as of the date of the dissolution;
(2) validates contracts or other acts within the authority of the articles and the cooperative is liable for those contracts or acts; and
(3) restores to the cooperative all assets and rights of the cooperative and its shareholders or members to the extent they were held by the cooperative and its shareholders or members before the dissolution occurred, except to the extent that assets or rights were affected by acts occurring after the dissolution or sold or otherwise distributed after that time.
308C.111 FILING FEES.
Unless otherwise provided, the filing fee for documents filed under this chapter with the secretary of state is $35.
303.07 LICENSE FEES.
At the time of making application for a certificate of authority the foreign corporation making the application shall pay to the commissioner of management and budget the sum of $150 as an initial license fee.
[Repealed, 2000 c 395 s 23]
306.04 FAILURE TO KEEP REGISTER; FORFEITURE.
Every actuary, or secretary performing the duties of an actuary, failing to keep a register of burials and to record in it all interments and cremations, shall forfeit not less than $2 nor more than $10 for every failure to keep a register or record the required information for the benefit of the school fund of the district in which the cemetery, mausoleum, or crematory is located.
308A.027 ANNUAL RENEWAL.
Each cooperative governed by this chapter must file an annual renewal with the secretary of state in each calendar year following the calendar year in which the cooperative was incorporated. The secretary of state may send annually to the cooperative, using the information provided by the cooperative pursuant to section 5.002 or 5.34 or the articles of incorporation, a notice announcing the need to file the annual renewal and informing the cooperative that the annual renewal may be filed online and that paper filings may also be made, and informing the cooperative that failing to file the annual renewal will result in an administrative dissolution of the cooperative.
In each calendar year in which a renewal is to be filed, a cooperative must file with the secretary of state an annual renewal by December 31 of that calendar year containing the items required by section 5.34.
[Repealed by amendment, 2009 c 101 art 2 s 76]
(a) A cooperative that has failed to file a renewal pursuant to the requirements of this section by December 31 of the calendar year for which the renewal was required must be dissolved by the secretary of state as described in paragraph (b).
(b) If the cooperative has not filed the renewal by December 31 of that calendar year, the secretary of state must issue a certificate of involuntary dissolution, and the certificate must be filed in the Office of the Secretary of State. The secretary of state must make available in an electronic format the names of the dissolved cooperatives. A cooperative dissolved in this manner is not entitled to the benefits of section 308A.981.
A cooperative may retroactively reinstate its existence by filing a single annual renewal and paying a $25 fee. Filing the annual renewal with the secretary of state:
(1) returns the cooperative to active status as of the date of the dissolution;
(2) validates contracts or other acts within the authority of the articles, and the cooperative is liable for those contracts or acts; and
(3) restores to the cooperative all assets and rights of the cooperative and its shareholders or members to the extent they were held by the cooperative and its shareholders or members before the dissolution occurred, except to the extent that assets or rights were affected by acts occurring after the dissolution or sold or otherwise distributed after that time.
302A.101 PURPOSES.
A corporation may be incorporated under this chapter for any business purpose or purposes, unless some other statute of this state requires incorporation for any of those purposes under a different law. Unless otherwise provided in its articles, a corporation has general business purposes.
307.07 EFFECT OF TRANSFER.
When such resolution shall have been passed and certified to by the presiding officer and secretary of such meeting and recorded in the office of the county recorder, as aforesaid, and the terms and conditions of consolidation shall have been accepted by the board of directors or trustees of such cemetery corporation, such private cemetery shall become a part of such cemetery corporation or association, and subject thereafter to all the rules and regulations and laws governing such cemetery corporation or association. It shall be lawful for the owners of such private cemetery to transfer and convey to such cemetery corporation or association all unsold lots in such private cemetery to such cemetery corporation or association to be used for burial purposes only, and any such conveyance heretofore made is hereby legalized and such cemetery corporation or association shall hold in trust, to and for the uses and purposes aforesaid, all streets, alleys, ways, and commons, and the other public uses, in such private cemetery in lieu of the owner thereof.
304A.104 PUBLIC BENEFIT CORPORATION PURPOSES.
A general benefit corporation has a purpose of pursuing general public benefit. A general benefit corporation may also state in its articles one or more specific public benefit purposes the general benefit corporation elects to pursue. Purposes under these subdivisions are in addition to the purposes under section 302A.101.
A specific benefit corporation shall have a purpose of pursuing one or more specific public benefit purposes stated in its articles. Purposes under this subdivision are in addition to the purposes under section 302A.101. The election to pursue a specific public benefit purpose under this subdivision does not require a specific benefit corporation to pursue general public benefit under subdivision 1.
The pursuit of general public benefit or a specific public benefit purpose under subdivision 1, or a specific public benefit purpose under subdivision 2, is in the best interests of a public benefit corporation.
In accordance with the procedures stated in chapter 302A and with approval by the minimum status vote, a general benefit corporation or a specific benefit corporation may amend its articles to add, amend, or delete a specific public benefit purpose unless the amendment would cause a termination of public benefit corporation status under section 304A.103.
308C.115 REGISTERED OFFICE.
A cooperative must have a registered office and may have a registered agent. A cooperative may change its registered agent and the agent may resign or change its business address or its name in the manner prescribed by section 5.36.
303.08 ISSUANCE OF CERTIFICATE OF AUTHORITY.
If the application be according to law, the secretary of state, when all fees and charges have been paid as required by law, shall file the application and the certificate of existence, and shall issue and record a certificate of authority to transact business in this state.
The certificate of authority shall contain the name of the corporation, the state or country of organization, and a statement that it is authorized to transact business in this state.
[Repealed, 3Sp1981 c 2 art 1 s 75]
306.05 LAND ACQUIRED FOR CEMETERY PURPOSES.
Every such corporation may own, by purchase or gift, in the county where it is located and in an adjoining county, a maximum of 300 acres of land to be used and occupied exclusively for the burial or cremation of the dead and for other purposes necessary or proper to those purposes. Land required for that purpose must be surveyed and divided into lots of a size determined by the trustees, with the avenues, alleys, and walks they consider proper. A map of the survey must be filed with the county recorder of the county where the cemetery is located. When the corporation desires to enlarge its cemetery and cannot agree with the owners of the land desired for the cemetery, the land may be acquired under the power of eminent domain. However, public necessity, propriety, and convenience requiring the proposed enlargement, together with the boundaries of the cemetery, shall be first established and determined as issues of fact.
302A.105 INCORPORATORS.
One or more natural persons of at least 18 years of age may act as incorporators of a corporation by filing with the secretary of state articles of incorporation for the corporation.