piers109uk/MN-Statutes huggingface dataset:
322.16 WITHDRAWAL OR REDUCTION OF LIMITED PARTNER'S CONTRIBUTION.
A limited partner shall not receive from a general partner or out of partnership property any part of contribution until:
(1) all liabilities of the partnership, except liabilities to general partners and to limited partners on account of their contributions, have been paid or there remains property of the partnership sufficient to pay them;
(2) the consent of all members is had, unless the return of the contribution may be rightfully demanded under the provisions of subdivision 2; and
(3) the certificate is canceled or so amended as to set forth the withdrawal or reduction.
Subject to the provisions of subdivision 1, a limited partner may rightfully demand the return of contribution:
(1) on the dissolution of a partnership, or
(2) when the date specified in the certificate for its return has arrived, or
(3) after giving six months' notice, in writing, to all other members, if no time is specified in the certificate either for the return of the contribution or for the dissolution of the partnership.
In the absence of any statement in the certificate to the contrary or the consent of all members, a limited partner, irrespective of the nature of contribution, has only the right to demand and receive cash in return for contribution.
A limited partner may have the partnership dissolved and its affairs wound up:
(1) upon rightfully but unsuccessfully demanding the return of contribution, or
(2) when the other liabilities of the partnership have not been paid, or the partnership property is insufficient for their payment, as required by subdivision 1, clause (1), and the limited partner would otherwise be entitled to the return of contribution.
315.15 PARISH CORPORATIONS, ORGANIZATION.
The bishop of a religious denomination may join with the vicar general of the diocese and the pastor of the parish where the corporation is to be located, within the bishop's diocese for the purpose of incorporating. The bishop, vicar general, and pastor, or a majority of them, shall designate and join with two lay members of the denomination. These five shall adopt, sign, and acknowledge a certificate of incorporation reciting the fact of association, and the selection of lay members, and containing the name, general purpose, and place of location of the corporation. When they have recorded the certificate with the county recorder of the county where the corporation is located, they and their successors become a corporation, subject to the requirements, and with the rights, powers, and privileges, of a religious corporation.
The persons at any time holding the offices specified in any diocese are, by virtue of their respective offices, members of the corporation and, with the two lay members, constitute it, but on ceasing to hold office, they cease to be members, and their successors in office become members. The two lay members designated remain members for two years from the date of the certificate, after that their term of office is two years, in either case until their successors are chosen. They must always be designated and appointed by the bishop, vicar general, and pastor, who shall also fill vacancies in their number. Their appointment must be in writing and entered upon the records of the corporation. If there is a vacancy in the office of bishop of any diocese, or if another person is appointed in the bishop's stead to administer the spiritual and temporal affairs of the diocese, then, during the vacancy or suspension of authority, the administrator of the affairs of the diocese, or any other person appointed under the rules of the denomination to preside over and administer its affairs, is, while acting as administrator or appointee, a member of the corporation, with the rights and powers of membership; but the membership ends when the vacancy is filled or suspension of authority removed.
If a diocese in which the corporation is located is subdivided according to the rules and practice of the denomination, and one or more new dioceses formed from it or its parts, the bishop and vicar general of the new diocese and their successors in office, as soon as appointed and instituted, by virtue of their respective offices, immediately become members of the corporation within the new diocese, with the rights, duties, privileges, powers, and obligations of members. The bishop and vicar general of the diocese where the corporation was located before the subdivision cease to be members of the corporation.
321.0205 SIGNING AND FILING PURSUANT TO JUDICIAL ORDER.
(a) If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing does not do so, any other person that is aggrieved may petition the district court to order:
(1) the person to sign the record;
(2) deliver the record to the secretary of state for filing; or
(3) the secretary of state to file the record unsigned.
(b) If the person aggrieved under subsection (a) is not the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subsection (a) may seek the remedies provided in subsection (a) in the same action in combination or in the alternative.
(c) A record filed unsigned pursuant to this section is effective without being signed.
317A.413 PURCHASE OF MEMBERSHIPS.
If authorized in its articles or bylaws, a corporation may buy the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions in the articles or bylaws.
317A.415 DELEGATES.
A corporation may provide in its articles or bylaws for delegates having some or all the authority of members. The articles or bylaws may set forth provisions relating to:
(1) the characteristics, qualifications, rights, limitations, and obligations of the delegates, including their selection and removal;
(2) calling, noticing, holding, and conducting meetings of delegates; and
(3) carrying on corporate activities during and between meetings of delegates.
322.17 LIABILITY OF LIMITED PARTNER TO PARTNERSHIP.
A limited partner is liable to the partnership
(1) for the difference between contribution as actually made and that stated in the certificate as having been made, and
(2) for any unpaid contribution which the limited partner agreed in the certificate to make in the future at the time and on the conditions stated in the certificate.
A limited partner holds as trustee for the partnership
(1) specific property stated in the certificate as contributed by that partner but which was not contributed or which has been wrongfully returned, and
(2) money or other property wrongfully paid or conveyed to that partner on account of a contribution.
The liabilities of a limited partner, as set forth in this section, can be waived or compromised only by the consent of all members; but a waiver or compromise shall not affect the right of a creditor of a partnership, who extended credit or whose claim arose after the filing and before a cancellation or amendment of the certificate, to enforce such liabilities.
When a contributor has rightfully received the return, in whole or in part, of a capital contribution, the contributor is nevertheless liable to the partnership for any sum, not in excess of such return with interest, necessary to discharge its liabilities to all creditors who extended credit or whose claims arose before such return.
315.16 DIOCESAN CORPORATIONS; FORMATION; POWERS.
The bishop of a diocese may join with the vicar general and chancellor of the diocese. They, or a majority of them, shall designate and join with two other members of the religious denomination, residents of the diocese. These five shall adopt, sign, and acknowledge, in duplicate, a certificate reciting the fact of association and selection of the two persons, and containing the name, general purpose, and location of the corporation. When they file and record it, as provided in section 315.15, they and their successors become a corporation. The corporation has power to take, hold, receive, and dispose of real or personal property for the use and benefit of the diocese, and for the use and benefit of the religious denomination creating the diocese, and to administer the temporalities of the diocese, to establish and conduct schools, seminaries, colleges, or benevolent, charitable, religious, or missionary work or society of religious denomination within the diocese, with the rights, powers, and privileges enumerated in this section and in section 315.15.
The persons who hold the offices, respectively, of bishop, vicar general, and chancellor of the religious denomination in the diocese, and their successors in office are members of the corporation. On ceasing to hold office the corporate membership of each at once ends. The other two incorporators and their successors in office must always be selected and appointed by the bishop, vicar general, and chancellor of the diocese, or a majority of them, for the same term and in the same manner as provided in section 315.15 for the selection and appointment of the two lay members by the bishop, vicar general, and pastor. Vacancies must be filled by the three first named incorporators. An appointment must be in writing and entered of record in the minutes of the corporation, and appointees must be members of the religious denomination and residents of the diocese of its location. Any incorporator selected may at any time resign. The resignation and its acceptance must be entered on the minutes of the corporation. In case of a vacancy in the office of bishop of the diocese or the temporary suspension of the bishop's authority to act, the relevant provisions of section 315.15 apply.
A member of either corporation specified in this section and in section 315.15 may, by a signed writing, appoint a proxy to represent the member and to vote in the member's place at a corporation meeting.
A religious corporation may be formed in the manner set forth in this section to establish cemeteries in accordance with section 307.01.
315.14 LANDS HELD IN TRUST.
If lands, tenements, or hereditaments are conveyed by devise, grant, purchase, or otherwise, to persons as trustees in trust for the use of a religious society, for a meeting house, burial ground, or parsonage, with the improvements on them, they shall descend in perpetual succession, and be held by the trustees in trust for the society.
322.18 NATURE OF LIMITED PARTNER'S INTEREST.
A limited partner's interest in the partnership is personal property.
317A.431 ANNUAL MEETINGS OF MEMBERS WITH VOTING RIGHTS.
Unless the articles or bylaws provide otherwise, a corporation with members with voting rights shall hold at least an annual meeting of members with voting rights.
If an annual meeting of members with voting rights has not been held during the preceding 15 months, at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, may demand an annual meeting of members by written notice of demand given to the president or the treasurer of the corporation. Within 30 days after receipt of the demand, the board shall cause a meeting of members to be called and held at the expense of the corporation on notice no later than 90 days after receipt of the demand. If the board fails to cause a meeting to be called and held as required by this subdivision, the members with voting rights making the demand may call the meeting at the expense of the corporation by giving notice as required by section 317A.435.
An annual meeting of members must be held at the time and place stated in or fixed in accordance with the articles or bylaws. If a place is not stated or if a demand for a meeting is made under subdivision 2, the meeting must be held in the county where the corporation's registered office is located. To the extent authorized in articles or bylaws, the board of directors may determine that an annual meeting of the members shall be held solely by means of remote communication in accordance with section 317A.450, subdivision 2.
At an annual meeting of members:
(1) there must be an election of successors for directors elected by members and whose terms have expired or whose terms expire at an annual meeting;
(2) there must be a report on the activities and financial condition of the corporation; and
(3) the members shall consider and act upon other matters as may be raised consistent with the notice of meeting requirements.
The failure to hold a meeting in accordance with a corporation's articles or bylaws does not affect the validity of a corporate action.
315.17 PARISH OF PROTESTANT EPISCOPAL CHURCH.
A parish of the Protestant Episcopal church organized under and in conformity with the constitution and canons of any diocese in this state may form a corporation, as follows. The parish shall prepare a certificate containing:
(1) the name and location of the parish;
(2) the name of the rector, if any, and of the church wardens, and the names and number of the vestry members, which must be at least three, and not more than 12; and
(3) the date of the organization of the parish.
The certificate must be signed and acknowledged by the rector, if any, and by a majority of the wardens and vestry members.
Upon signing, acknowledging, and recording the certificate with the county recorder of the county of its location, the parish becomes a corporation by the name specified in its certificate. Through its officers, it may transact parish business, including calling a rector and determining the rector's salary. In its corporate name, it may acquire or receive, by purchase, gift, grant, devise, or bequest, any property, real, personal, or mixed, and hold, sell, transfer, mortgage, convey, loan, let, or otherwise use the property for the use and benefit of the parish if the use does not contravene the laws and usages of the Protestant Episcopal church of the state. It may not divert a gift, grant, or bequest from the purpose specified in writing by the donor, or devisor. It may not sell, convey, or mortgage its church or church site unless first authorized so to do in a meeting of the parish called for that purpose, nor in contravention of the canons of the diocese or of the general convention of the Protestant Episcopal church of the United States.
322.19 ASSIGNMENT OF LIMITED PARTNER'S INTEREST.
A limited partner's interest is assignable.
A substituted limited partner is a person admitted to all the rights of a limited partner who has died or has assigned an interest in a partnership.
An assignee, who does not become a substituted limited partner, has no right to require any information or account of the partnership transactions or to inspect the partnership books, but, rather is only entitled to receive the share of the profits or other compensation by way of income, or the return of a contribution, to which the assignor would otherwise be entitled.
An assignee shall have the right to become a substituted limited partner if all the members, except the assignor, consent thereto or if the assignor, being thereunto empowered by the certificate, gives the assignee that right.
An assignee becomes a substituted limited partner when the certificate is appropriately amended in accordance with section 322.25.
The substituted limited partner has all the rights and powers, and is subject to all the restrictions and liabilities, of the assignor, except those liabilities of which the substitute was ignorant at the time of becoming a limited partner and which could not be ascertained from the certificate.
The substitution of the assignee as a limited partner does not release the assignor from liability to the partnership under sections 322.06 and 322.17.
317A.433 SPECIAL MEETINGS OF MEMBERS WITH VOTING RIGHTS.
A corporation with members with voting rights shall hold a special meeting of members:
(1) on call of its board or persons authorized to do so by the articles or bylaws; or
(2) if at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, sign, date, and deliver to the president or the treasurer one or more written demands for the meeting describing the purpose for which it is to be held.
Within 30 days after receipt of a demand for a special meeting from members with voting rights, the board shall cause a special meeting to be called and held on notice no later than 90 days after receipt of the demand at the expense of the corporation. If the board fails to cause a special meeting to be called and held as required by this subdivision, a member with voting rights making the demand may call the meeting by giving notice under section 317A.435 at the expense of the corporation.
Special meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the articles, bylaws, or by the president or the board. If a special meeting is demanded by the members, the meeting must be held in the county where the corporation's registered office is located. To the extent authorized in the articles or bylaws, the board of directors may determine that a special meeting of the members shall be held solely by means of remote communication in accordance with section 317A.450, subdivision 2.
The notice of a special meeting must contain a statement of the purposes of the meeting. The notice may also contain other information required by the articles or bylaws or considered necessary or desirable by the board or by another person calling the meeting. The business transacted at a special meeting is limited to the purposes stated within the notice of the meeting. Business transacted at a special meeting that is not included in those stated purposes is voidable by or on behalf of the corporation, unless all of the members with voting rights have waived notice of the meeting under section 317A.435.
321.0207 CORRECTING FILED RECORD.
A limited partnership or foreign limited partnership may deliver to the secretary of state for filing articles of correction pursuant to section 5.16, except that for the purposes of section 321.0103(c) and (d) the articles are effective only as of the date they are filed.
315.18 ANNUAL MEETING; VESTRY, ELECTION, MEETINGS.
The annual meeting of the corporation must be held at the parish church or parish house, if there is either, on Easter Monday of each year, or at a time set by the parish in its articles of incorporation. At the annual meeting church wardens and vestry members must be elected, in a manner determined by the parish, by electors with the qualifications prescribed by the canons of the Protestant Episcopal church for the diocese or missionary district in which the corporation is located. A parish organized under this law may, at any annual meeting, adopt a bylaw providing for the election of one-third of the vestry members of the parish for one year, one-third for two years, and one-third for three years, and at the meeting may elect vestry members in accordance with the bylaw. At each succeeding annual meeting one-third of the vestry members must be elected for a term of three years. The bylaws may also provide that no vestry member, at the expiration of the member's term of office, is eligible for reelection to the vestry until the next annual meeting. The church wardens and vestry members shall hold office until successors are elected.
The rector of the parish is ex officio a member, and, when present, the presiding officer of the vestry, and entitled to vote at its meetings. Meetings may be called by the rector at the rector's discretion, or by either warden at the request of a majority of the vestry members, on three days' notice, in writing, to each member of the vestry.
317A.434 COURT-ORDERED MEETING OF MEMBERS WITH VOTING RIGHTS.
The district court of the county where a corporation's registered office is located may order a meeting to be held:
(1) on application of at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, or of another person entitled to participate in the annual meeting, if a meeting was not held within the earlier of six months after the end of the corporation's fiscal year or 15 months after its last meeting; or
(2) on application of a member with voting rights who signed a demand for a special meeting valid under section 317A.433 or a person entitled to call a special meeting if:
(i) notice of the special meeting was not given within 30 days after the date the demand was delivered to a corporate officer; or
(ii) the special meeting was not held in accordance with the notice.
The court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purposes of the meeting.
If the court orders a meeting, it may also order the corporation to pay the member's costs, including reasonable attorneys fees, incurred to obtain the order.
322.20 EFFECT OF RETIREMENT, DEATH, OR INSANITY OF A GENERAL PARTNER.
The retirement, death, or insanity of a general partner dissolves the partnership, unless the business is continued by the remaining general partners:
(1) under a right so to do stated in the certificate; or
(2) with the consent of all members.
321.0208 LIABILITY FOR FALSE INFORMATION IN FILED RECORD.
(a) If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains false information, a person that suffers loss by reliance on the information may recover damages for the loss from:
(1) a person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be false at the time the record was signed; and
(2) a general partner that has notice that the information was false when the record was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under section 321.0202, file a petition pursuant to section 321.0205, or 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.
(b) A person signing a record pursuant to this chapter is subject to section 5.15.
322.21 DEATH OF LIMITED PARTNER.
On the death of a limited partner the executor or administrator shall have all the rights of a limited partner for the purpose of settling the estate, and such power as the deceased had to constitute an assignee a substituted limited partner.
The estate of a deceased limited partner shall be liable for all the decedent's liabilities as limited partner.
317A.435 NOTICE REQUIREMENTS.
Notice of meetings of members must be given to every member with voting rights as of the record date determined under section 317A.437. If the meeting is an adjourned meeting and the date, time, and place of the meeting were announced at the time of adjournment, notice is not required unless a new record date for the adjourned meeting is or must be fixed under section 317A.437.
In all cases where a specific minimum notice period has not been fixed by law, the notice must be given at least five days before the date of the meeting, or a shorter time provided in the articles or bylaws, and not more than 60 days before the date of the meeting. The notice must contain the date, time, and place of the meeting, and other information required by this chapter. If proxies are permitted at the meeting, the notice must so inform members and state the procedure for appointing proxies.
A member may waive notice of a meeting of members. A waiver of notice by a member entitled to notice is effective whether given before, at, or after the meeting, and whether given in writing, orally, or by attendance. Attendance by a member at a meeting is a waiver of notice of that meeting, unless the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting.
(a) A neighborhood organization must hold an annual meeting at which there must be an election of successors to directors whose terms expire at the annual meeting. Notwithstanding subdivisions 1 and 2, notice of a meeting to elect directors and any other meeting at which articles or bylaws are proposed to be amended must be given as specified by this subdivision. The articles or bylaws of a neighborhood organization may provide for electing directors by petition, if notice of the petition process is given as provided by this subdivision.
(b) At least ten but not more than 30 days before a meeting of the members of the neighborhood organization is to be held, notice of the date, time, and place of the meeting or the date and process applicable to petitions and any other information required by this chapter must be given in a manner designed to notify all members with voting rights to the extent practical.
(c) For purposes of this subdivision, "neighborhood organization" means a nonprofit corporation under this chapter that represents a defined geographic area and has been accepted by a political subdivision as the basic planning unit for the area. "Neighborhood organization" does not include a unit owners' association under chapter 515B or a planned unit development or homeowners' association that consists exclusively of property owners within a defined geographic area.
(d) A neighborhood organization may choose to be governed by this subdivision by so providing in its articles or bylaws.
315.19 ARTICLES AMENDED.
A parish of the Protestant Episcopal church, incorporated under the laws of the state or territory of Minnesota, may amend its articles of incorporation and change and fix the time of its annual parish meeting. To do so, it must adopt, at its annual parish meeting by majority vote of those present, a resolution fixing or changing the date of its annual parish meeting. It must put the resolution in a certificate executed by its rector or other presiding officer and by its clerk and record the certificate with the county recorder of the county of its location.
321.0210 ANNUAL RENEWAL FOR SECRETARY OF STATE.
(a) Subject to subsection (b):
(1) in each calendar year following the calendar year in which a limited partnership becomes subject to this chapter, the limited partnership must deliver to the secretary of state for filing an annual renewal containing the information required by subsection (c); and
(2) in each calendar year following the calendar year in which there is first on file with the secretary of state a certificate of authority under section 321.0904 pertaining to a foreign limited partnership, the foreign limited partnership must deliver to the secretary of state for filing an annual renewal containing the information required by subsection (c).
(b) A limited partnership's obligation under subsection (a) ends if the limited partnership delivers to the secretary of state for filing a statement of termination under section 321.0203 and the statement becomes effective under section 321.0206. A foreign limited partnership's obligation under subsection (a) ends if the secretary of state issues and files a certificate of revocation under section 321.0906 or if the foreign limited partnership delivers to the secretary of state for filing a notice of cancellation under section 321.0907(a) and that notice takes effect under section 321.0206. If a foreign limited partnership's obligations under subsection (a) end and later the secretary of state files, pursuant to section 321.0904, a new certificate of authority pertaining to that foreign limited partnership, subsection (a)(2), again applies to the foreign limited partnership and, for the purposes of subsection (a)(2), the calendar year of the new filing is treated as the calendar year in which a certificate of authority is first on file with the secretary of state.
(c) The annual renewal must contain the items required by section 5.34.
(d) The secretary of state shall:
(1) administratively dissolve under section 321.0809 a limited partnership that has failed to file a renewal pursuant to subsection (a); and
(2) revoke under section 321.0906 the certificate of authority of a foreign limited partnership that has failed to file a renewal pursuant to subsection (a).
315.20 CATHEDRALS.
A cathedral for which a constitution and statutes are adopted by the diocesan convention of a diocese in this state of the Protestant Episcopal Church in the United States of America may form a corporation, as follows:
The cathedral shall have a certificate prepared containing:
(1) the name and location of the cathedral;
(2) the persons who constitute the chapter of the cathedral, and their names, of which chapter the bishop of the diocese and the wardens and vestry members of the cathedral congregation shall be members; and
(3) the date of the adoption by the diocesan convention of the constitution and statutes of the cathedral.
The certificate must be signed and acknowledged by the bishop of the diocese and by a majority of the members of the chapter, and recorded with the county recorder of the county where the cathedral is located.
Upon the signing, acknowledging, and recording of the certificate with the county recorder of the county of its location, the cathedral becomes a corporation under the name in its certificate. Through its chapter, it may transact the business of the cathedral. In its corporate name, it may acquire or receive, by purchase, gift, grant, devise, or bequest, any property, real, personal, or mixed, and hold, sell, transfer, mortgage, convey, loan, let, or otherwise use the property for the use and benefit of the cathedral if the use does not contravene the laws and usages of the Protestant Episcopal church in the United States of America of this state. It may not divert any gift, grant, or bequest from the purpose specified in writing by the donor or devisor. It may not sell, convey, or mortgage its church or church site, except with the consent of the bishop, in writing, and when first authorized to do so at a meeting of the chapter called for that purpose, nor in contravention of the canons of the diocese or of the general convention of the Protestant Episcopal church in the United States of America.
The chapter of the cathedral shall be governed by the constitution and statutes which have been adopted for it by the diocesan convention and any amendments to them as provided in them.
317A.437 RECORD DATE; DETERMINING MEMBERS ENTITLED TO NOTICE AND VOTE.
The board may fix a date not more than 60 days, or a shorter time period provided in the articles or bylaws, before the date of a meeting of members as the date for the determination of the members entitled to notice of and entitled to vote at the meeting. When a date is so fixed, only members with voting rights on that date are entitled to notice of and permitted to vote at that meeting of members.
(a) A determination of members entitled to notice and to vote at a membership meeting is effective for an adjournment of the meeting unless the board fixes a new date for determining the right to notice and to vote, which it must do if the meeting is adjourned to a date more than 60 days after the record date for determining members entitled to notice of the original meeting.
(b) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date for notice and voting continues in effect or it may fix a new record date for notice and voting.
322.22 RIGHTS OF CREDITORS OF LIMITED PARTNER.
On due application to a court of competent jurisdiction by any judgment creditor of a limited partner, the court may charge the interest of the indebted limited partner with payment of the unsatisfied amount of the judgment debt; and may appoint a receiver, and make all other orders, directions and inquiries which the circumstances of the case may require.
The interest may be redeemed with the separate property of any general partner, but may not be redeemed with partnership property.
The remedies conferred by this section shall not be deemed exclusive of others which may exist.
Nothing in this chapter shall be held to deprive a limited partner of a statutory exemption.
321.0301 BECOMING LIMITED PARTNER.
A person becomes a limited partner:
(1) as provided in the partnership agreement;
(2) as the result of a conversion or merger under article 11; or
(3) with the consent of all the partners.
317A.439 MEMBERS' LIST FOR MEETING.
After fixing a record date for notice of and voting at a meeting, a corporation shall prepare an alphabetical list of the names of its members who are entitled to notice and to vote. The list must show the address and number of votes each member is entitled to vote at the meeting.
The list of members must be available for inspection by a member with voting rights for the purpose of communication with other members concerning the meeting, beginning two business days after the meeting notice is given and continuing through the meeting, at the corporation's registered office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. The list also must be available at the meeting. A member, a member's agent, or attorney is entitled on written demand to inspect and to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection and at any time during the meeting or an adjournment.
If the corporation refuses to allow a member with voting rights, the member's agent, or attorney to inspect the list of members before or at the meeting, the district court of the county where a corporation's registered office is located, on application of the member, may:
(1) order the inspection or copying at the corporation's expense;
(2) postpone the meeting until the inspection or copying is complete; or
(3) order the corporation to pay the member's costs, including reasonable attorneys fees, incurred to obtain the order.
Unless a written demand to inspect and copy a membership list has been made under subdivision 2 before the membership meeting and a corporation improperly refuses to comply with the demand, refusal, or failure to comply with this section does not affect the validity of action taken at the meeting.
A member, agent, or attorney who gains access to a membership list under this section may not use or give to another for use the membership list for any purpose other than a proper purpose. Upon application of the corporation, the district court may issue a protective order or order other relief necessary to enforce this subdivision.
A neighborhood organization as defined in section 317A.435, subdivision 4, is not required to prepare a membership list under this section, if it has chosen to be governed by this subdivision by so providing in its articles or bylaws.
315.21 INCORPORATION.
If a church or religious society does not wish to form a corporation under sections 315.01 to 315.20, at least three members may become a corporation by adopting and signing a certificate containing:
(1) its name, general purpose and plan of operation, and its location; and
(2) the terms of admission, qualification for membership, selection of officers, filling vacancies, and way it is to be managed.
The certificate must be recorded with the county recorder of the county of its location.
An existing corporation created by special law, which does not desire to incorporate under sections 315.01 to 315.20, may reincorporate under this section, when authorized by a three-fourths vote of its members present and voting at a stated meeting called to consider reincorporation.
321.0302 NO RIGHT OR POWER AS LIMITED PARTNER TO BIND LIMITED PARTNERSHIP.
A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership.
321.0303 NO LIABILITY AS LIMITED PARTNER FOR LIMITED PARTNERSHIP OBLIGATIONS.
An obligation of a limited partnership, whether arising in contract, tort, or otherwise, is not the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited partnership solely by reason of being a limited partner, even if the limited partner participates in the management and control of the limited partnership.
322.26 PARTIES TO ACTIONS.
A contributor, unless a general partner, is not a proper party to proceedings by or against a partnership, except where the object is to enforce a limited partner's right against or liability to the partnership.
317A.443 ACT OF THE MEMBERS.
Except for the election of directors, which is governed by section 317A.205, unless this chapter or the articles or bylaws require a greater vote or voting by class, if a quorum is present, or if a quorum has been present at a meeting, the affirmative vote of the majority of the members with voting rights present and entitled to vote, which must also be a majority of the required quorum, is the act of the members.
Unless otherwise provided in the articles or bylaws, members may take action at a meeting by voice or ballot, by unanimous action without a meeting under section 317A.445, by ballot under section 317A.447, or by remote communication under section 317A.450.
315.23 INCORPORATION OF DIOCESAN COUNCIL, SYNOD, PRESBYTERY, CONFERENCE, ASSOCIATION, CONSOCIATION, OR SIMILAR ORGANIZATIONS.
A diocesan council, synod, presbytery, conference, association, consociation, or other general organization for ecclesiastical or religious purposes, existing in a church or religious denomination in this state, and composed of or representing several parishes, congregations, or particular churches under church law, may form a corporation. To do so, it must adopt a canon or resolution stating:
(1) its purpose to form a corporation;
(2) its name and its general purposes and powers, consistent with law;
(3) the name of the church or religious denomination to which the body organizing the corporation belongs, and the district or territorial limits of its jurisdiction;
(4) the number and official titles of the officers through whom it will act, by whom and how the officers are elected or appointed, the length of their terms, and their general duties, powers, and authority; and
(5) the names and addresses of the first officers of the corporation.
A copy of the resolution or canon, certified by the presiding officer of the body adopting it, verified by the affidavit of its secretary or clerk, and endorsed with the certificate of the attorney general that it conforms to law, must be filed with the county recorder of the county where the body is located. The county recorder shall record it, including the endorsement, and issue a certificate that the law has been complied with and the body is incorporated according to law. The county recorder shall keep an alphabetical index of these corporations.
The body organizing the corporation or its successor may amend or modify the resolution under which the corporation was formed. It may change its jurisdictional limits, the number, official titles, terms of office, or the manner of electing or appointing officers, or their duties, powers, and authority, or the purposes and powers of the corporation. The change must be consistent with law, and not impair trusts or vested rights of property. The amendment must be made by resolution or canon adopted at two successive sessions of the body, so certified, verified, and recorded with the county recorder where the body is located.
322.24 WHEN CERTIFICATE SHALL BE CANCELED OR AMENDED.
The certificate shall be canceled when the partnership is dissolved or all limited partners cease to be such.
A certificate shall be amended when:
(1) there is a change in the name of the partnership or in the amount or character of the contribution of any limited partner;
(2) a person is substituted as a limited partner;
(3) an additional limited partner is admitted;
(4) a person is admitted as a general partner;
(5) a general partner retires, dies, or is adjudicated as a person who lacks mental capacity, and the business is continued under section 322.20;
(6) there is a change in the character of the business of the partnership;
(7) there is a false or erroneous statement in the certificate;
(8) there is a change in the time as stated in the certificate for the dissolution of the partnership or for the return of the contribution;
(9) a time is fixed for the dissolution of the partnership, or the return of a contribution, no time having been specified in the certificate; or
(10) the members desire to make a change in any other statement in the certificate in order that it shall accurately represent the agreement between them.
317A.441 RIGHT TO VOTE.
(a) Unless the articles or bylaws provide otherwise, each member with voting rights is entitled to one vote on each matter voted on by the members. If a membership stands of record in the names of two or more persons, their acts with respect to voting have the following effect:
(1) if only one votes, the act binds all; and
(2) if more than one votes, the vote must be divided on a pro rata basis.
(b) In the case of a neighborhood organization, members with voting rights are, at a minimum, individuals who are on a preexisting membership list or who, at a meeting of the neighborhood organization, can produce:
(1) a Minnesota driver's license, Minnesota identification card, or some form of residency verification that indicates the individual resides within the geographic boundaries of the neighborhood organization; or
(2) proof of ownership or lease of a business or property or proof of being employed by a nonprofit organization, business, or government entity located within the geographic boundaries of the neighborhood, if such members are authorized by the bylaws of the neighborhood organization.
(c) An individual who resides within the geographic boundaries of a neighborhood organization or meets membership criteria under paragraph (b), clause (2), but lacks the documentation required by paragraph (b), clause (1), may vote at a meeting of the neighborhood organization if a member who has the required documentation vouches for the individual.
(d) A neighborhood organization through its articles or bylaws may permit voting at its meetings by individuals in addition to those described in paragraph (b) or (c).
(e) For purposes of this section, "neighborhood organization" has the meaning given in section 317A.435, subdivision 4. A neighborhood organization may choose to be governed by paragraphs (b), (c), and (d) by so providing in its articles or bylaws.
315.22 EXISTING CHURCHES MAY INCORPORATE; REINCORPORATION; PROPERTY TO VEST.
A church or society organized as such, and not incorporated, may become a corporation by executing, acknowledging, and having recorded with the proper officers a certificate of incorporation under this chapter. When it does, and when any existing religious corporation reincorporates under this chapter, property and franchises belonging to the society, or original corporation vest in the corporation so organized. Rights in pews possessed by members at the time of reorganization are not impaired. The board of trustees or other governing body of a reorganizing corporation, or their survivors, when requested by the governing board of the new corporation, shall convey to the new corporation, by sufficient deed, all property owned by it. The conveyance must recite the fact of reorganization, and pass title to the property described in it possessed by the corporation in whose behalf it is executed. It is prima facie evidence of the facts stated in it.
322.25 REQUIREMENTS FOR AMENDMENT AND FOR CANCELLATION OF CERTIFICATE.
The writing to amend a certificate shall:
(1) conform to the requirements of section 322.02, clause (1)(a), as far as necessary to set forth clearly the change in the certificate which it is desired to make; and
(2) be signed and acknowledged or sworn to by all members, and an amendment substituting a limited partner or adding a limited or general partner shall be signed also by the member to be substituted or added, and when a limited partner is to be substituted the amendment shall also be signed by the assigning limited partner.
The writing to cancel a certificate shall be signed by all members.
A person desiring the cancellation or amendment of a certificate, if any person designated in subdivisions 1 and 2 as a person who must execute the writing refuses to do so, may petition the district court to direct a cancellation or amendment thereof.
If the court finds that the petitioner has a right to have the writing executed by a person who refuses to do so, it shall order the county recorder in the office where the certificate is recorded to record the cancellation or amendment of the certificate; and where the certificate is to be amended, the court shall also cause to be recorded in that office a certified copy of its decree setting forth the amendment.
A certificate is amended or canceled when there is filed for record in the registry of deeds where the certificate is recorded:
(1) a writing in accordance with the provisions of subdivision 1 or subdivision 2; or
(2) a certified copy of the order of the court in accordance with the provisions of subdivision 4.
After the certificate is duly amended in accordance with this section, the amended certificate shall thereafter be, for all purposes, the certificate provided for by this chapter.
322.23 DISTRIBUTION OF ASSETS.
In settling accounts after dissolution the liabilities of the partnership shall be entitled to payment in the following order:
(1) those to creditors, in the order of priority as provided by law, except those to limited partners on account of their contributions, and to general partners;
(2) those to limited partners in respect to their share of the profits and other compensation by way of income on their contributions;
(3) those to limited partners in respect to the capital of their contributions;
(4) those to general partners other than for capital and profits;
(5) those to general partners in respect to profits; and
(6) those to general partners in respect to capital.
Subject to any statement in the certificate or to subsequent agreement, limited partners share in the partnership assets in respect to their claims for capital, and in respect to their claims for profits or for compensation by way of income on their contributions, respectively, in proportion to the respective amounts of such claims.
315.24 SPECIAL POWERS.
A corporation may receive in trust for a parish, mission, local church society, or congregation, incorporated or not, property given, granted, transferred, devised, or bequeathed to it for the use of the parish, mission, local church society, or congregation, for religious, charitable, or educational purposes. The corporation may hold the property, and its rents, issues, and profits, until the parish, mission, local church society, or congregation demands its conveyance. From time to time, when required, the corporation shall account for the rents, issues, and profits. Property now held in trust by a person, corporation, or trustees for the use and benefit of the religious body forming a corporation under section 315.23, or its parishes, missions, societies, congregations, or local churches, may, with the consent of the beneficiary, be conveyed and the title to it vested in the corporation as the successor in the trust. The corporation may not create a lien on or encumber property held by it in trust.