piers109uk/MN-Statutes huggingface dataset:
302A.435 NOTICE.
Except as otherwise provided in this chapter, notice of all meetings of shareholders shall be given to every holder of shares entitled to vote, unless:
(1) the meeting is an adjourned meeting to be held not more than 120 days after the date fixed for the original meeting and the date, time, and place of the meeting were announced at the time of the original meeting or any adjournment of the original meeting; or
(2) the following have been mailed by first class mail to a shareholder at the address in the corporate records and returned undeliverable:
(i) two consecutive regular meeting notices and notices of any special meetings held during the period between the two regular meetings; or
(ii) all payments of dividends sent during a 12-month period, provided there are at least two sent during the 12-month period.
If notice of an adjourned meeting is required under clause (1), then the date for determination of shares entitled to notice of and entitled to vote at the adjourned meeting must comply with section 302A.445, subdivision 1, except that if the date of the meeting is set by court order, the court may provide that the original date of determination will continue in effect or may fix a new date.
An action or meeting that is taken or held without notice under clause (2) has the same force and effect as if notice was given. If the shareholder delivers a written notice of the shareholder's current address to the corporation, the notice requirement is reinstated.
In all instances where a specific minimum notice period has not otherwise been fixed by law, the notice shall be given at least ten 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 shall contain the date, time, and place of the meeting, the information with respect to dissenters' rights required by section 302A.473, subdivision 2, if applicable, and any other information required by this chapter. In the case of a special meeting, the notice shall contain a statement of the purposes of the meeting. The notice may also contain any other information required by the articles or bylaws or deemed necessary or desirable by the board or by any other person or persons calling the meeting.
A shareholder may waive notice of a meeting of shareholders. A waiver of notice by a shareholder 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 shareholder at a meeting is a waiver of notice of that meeting, except where the shareholder 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.
302A.439 CONTRACTUAL REQUIREMENT TO SUBMIT MATTER TO SHAREHOLDERS.
A corporation may agree to submit a matter to its shareholders whether or not the board of directors determines, at any time after approving the matter, that the matter is no longer advisable and recommends that shareholders reject it.
308C.902 VOLUNTARY DISSOLUTION BY MEMBERS.
A regular or a special member meeting may be called to consider dissolution of a cooperative.
The proposed dissolution must be submitted for approval at the member meeting. The dissolution must be started if a quorum is present and the proposed dissolution is approved at a meeting by the affirmative vote of two-thirds of the entire membership of record, or for a cooperative with articles or bylaws requiring a greater proportion of the votes cast or other conditions for approval, the dissolution is approved by the proportion of votes cast or the number of total members required by the articles or bylaws, and if the conditions for approval in the articles or bylaws are satisfied.
The members retain the right to revoke the dissolution proceedings and the right to remove directors and fill vacancies on the board.
308B.905 WINDING UP.
After the notice of intent to dissolve has been filed with the secretary of state, the board, or the officers acting under the direction of the board shall proceed as soon as possible:
(1) to collect or make provision for the collection of all debts due or owing to the cooperative, including unpaid subscriptions for shares; and
(2) to pay or make provision for the payment of all debts, obligations, and liabilities of the cooperative according to their priorities.
After the notice of intent to dissolve has been filed with the secretary of state, the board may sell, lease, transfer, or otherwise dispose of all or substantially all of the property and assets of the dissolving cooperative without a vote of the members.
Tangible and intangible property, including money, remaining after the discharge of the debts, obligations, and liabilities of the cooperative shall be distributed to the members and former members as provided in the articles or bylaws, unless otherwise provided by law. If previously authorized by the members, the tangible and intangible property of the cooperative may be liquidated and disposed of at the discretion of the board.
306.63 SALE OF CERTAIN REAL ESTATE.
Any cemetery corporation incorporated under state law before April 19, 1911, may sell and convey, for other than burial or cemetery purposes, any real estate lawfully acquired by it that is not suitable for cemetery purposes and that has not been platted for those purposes.
308C.903 NOTICE OF INTENT TO DISSOLVE.
Before a cooperative begins dissolution, a notice of intent to dissolve must be filed with the secretary of state. The notice must contain:
(1) the name of the cooperative;
(2) the date and place of the member meeting at which the resolution was approved; and
(3) a statement that the requisite vote of the members approved the proposed dissolution.
302A.441 ACTION WITHOUT A MEETING.
An action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all of the shareholders entitled to vote on that action. The articles of a corporation that is not a publicly held corporation may provide that any action may be taken by written action signed, or consented to by authenticated electronic communication, by shareholders having voting power equal to the voting power that would be required to take the same action at a meeting of the shareholders at which all shareholders were present, but in no event may written action be taken by holders of less than a majority of the voting power of all shares entitled to vote on that action. After the adoption of the initial articles, an amendment to the articles to permit written action to be taken by less than all shareholders requires the approval of all of the shareholders entitled to vote on the amendment.
The written action is effective when it has been signed, or consented to by authenticated electronic communication, by the required shareholders, unless a different effective time is provided in the written action.
When written action is permitted to be taken by less than all shareholders, all shareholders who did not sign or consent to the written action must be notified of its text and effective time no later than five days after the effective time of the action. Failure to provide the notice does not invalidate the written action. A shareholder who does not sign or consent to the written action has no liability for any action authorized by the written action.
308B.911 REVOCATION OF DISSOLUTION PROCEEDINGS.
Dissolution proceedings may be revoked before the articles of dissolution are filed with the secretary of state.
The chair may call a members' meeting to consider the advisability of revoking the dissolution proceedings. The question of the proposed revocation shall be submitted to the members at the members' meeting called to consider the revocation. The dissolution proceedings are revoked if the proposed revocation is approved at the members' meeting by a majority of the members of the cooperative or for a cooperative with articles or bylaws requiring a greater number of members, the number of members required by the articles or bylaws.
Revocation of dissolution proceedings is effective when a notice of revocation is filed with the secretary of state. After the notice is filed, the cooperative may resume business.
306.64 REAL ESTATE, WHEN SOLD.
Any public cemetery corporation incorporated under state law before or after April 23, 1913, that has acquired more than 100 acres of land may sell and convey, for other than burial or cemetery purposes, any real estate in excess of that 100 acres. The sale must not include land in which any interments have been made. Any sale must be approved by the unanimous vote of all the trustees of the corporation.
308C.905 WINDING UP.
After the notice of intent to dissolve has been filed with the secretary of state, the board, or the officers acting under the direction of the board, shall proceed as soon as possible:
(1) to collect or make provision for the collection of all debts due or owing to the cooperative, including unpaid subscriptions for shares; and
(2) to pay or make provision for the payment of all debts, obligations, and liabilities of the cooperative according to their priorities.
After the notice of intent to dissolve has been filed with the secretary of state, the board may sell, lease, transfer, or otherwise dispose of all or substantially all of the property and assets of the dissolving cooperative without a vote of the members.
Unless required otherwise by this chapter, tangible and intangible property, including money, remaining after the discharge of the debts, obligations, and liabilities of the cooperative shall be distributed as provided in the articles or bylaws. If previously authorized by the members, the tangible and intangible property of the cooperative may be liquidated and disposed of at the discretion of the board.
302A.443 QUORUM.
The holders of a majority of the voting power of the shares entitled to vote at a meeting are a quorum for the transaction of business, unless a larger or smaller proportion or number is provided in the articles or bylaws. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally present leaves less than the proportion or number otherwise required for a quorum.
306.65 PLATS FILED, CITIES OF OVER 50,000.
If a cemetery corporation organized under state law maintains a cemetery of more than 80 acres in a city in this state with a population of more than 50,000, the corporation shall file in the office of the county recorder of the county in which its cemetery is located a plat showing the area and location of the cemetery.
308C.911 REVOCATION OF DISSOLUTION PROCEEDINGS.
Dissolution proceedings may be revoked before the articles of dissolution are filed with the secretary of state.
The president may call a member meeting to consider the advisability of revoking the dissolution proceedings. The question of the proposed revocation shall be submitted to the members at the member meeting called to consider the revocation. The dissolution proceedings are revoked if the proposed revocation is approved at the member meeting by the affirmative vote of a majority of the entire membership of record in the cooperative or, for a cooperative with articles or bylaws requiring a greater number of affirmative votes, the number of memberships required by the articles or bylaws.
Revocation of dissolution proceedings is effective when a notice of revocation is filed with the secretary of state. After the notice is filed, the cooperative may resume business.
308B.915 STATUTE OF LIMITATIONS.
The claim of a creditor or claimant against a dissolving cooperative is barred if the claim has not been enforced by initiating legal, administrative, or arbitration proceedings concerning the claim by two years after the date the notice of intent to dissolve is filed with the secretary of state.
306.66 SUBDIVISION OR REARRANGEMENT OF CEMETERIES.
The cemetery corporation mentioned in section 306.65 may from time to time subdivide or rearrange its cemetery as necessary in the conduct of the business, but no plat of the subdivision or rearrangement may interfere with the rights and privileges of the lot owners of the cemetery without their consent, and the plat need not be filed in the office of the county recorder. A plat of the subdivision or rearrangement must be kept for public inspection at the cemetery. Cement or other nondestructible markers at least three inches in diameter and at least eight inches in length, with one of the markers showing the number of the lot, must be placed at the corners of each lot of the subdivision or rearrangement.
302A.445 VOTING RIGHTS.
The board may fix, or authorize an officer to 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 shareholders as the date for the determination of the holders of shares entitled to notice of and entitled to vote at the meeting. When a date is so fixed, only shareholders on that date are entitled to notice of and permitted to vote at that meeting of shareholders.
A resolution approved by the affirmative vote of a majority of the directors present may establish procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, are deemed the shareholders for the purposes specified in the writing.
Unless otherwise provided in the articles or in the terms of the shares, a shareholder has one vote for each share held.
The articles may give or prescribe the manner of giving a creditor, security holder, or other person a right to vote under this section.
Shares owned by two or more shareholders may be voted by any one of them unless the corporation receives written notice from any one of them denying the authority of that person to vote those shares.
Except as provided in subdivision 5, a holder of shares entitled to vote may vote any portion of the shares in any way the shareholder chooses. If a shareholder votes without designating the proportion or number of shares voted in a particular way, the shareholder is deemed to have voted all of the shares in that way.
308B.921 ARTICLES OF DISSOLUTION.
Articles of dissolution of a cooperative shall be filed with the secretary of state after payment of the claims of all known creditors and claimants has been made or provided for and the remaining property has been distributed by the board. The articles of dissolution shall state:
(1) that all debts, obligations, and liabilities of the cooperative have been paid or discharged or adequate provisions have been made for them or time periods allowing claims have run and other claims are not outstanding;
(2) that the remaining property, assets, and claims of the cooperative have been distributed among the members or under a liquidation authorized by the members; and
(3) that legal, administrative, or arbitration proceedings by or against the cooperative are not pending or adequate provision has been made for the satisfaction of a judgment, order, or decree that may be entered against the cooperative in a pending proceeding.
The cooperative is dissolved when the articles of dissolution have been filed with the secretary of state.
The secretary of state shall issue to the dissolved cooperative or its legal representative a certificate of dissolution that contains:
(1) the name of the dissolved cooperative;
(2) the date the articles of dissolution were filed with the secretary of state; and
(3) a statement that the cooperative is dissolved.
308C.915 STATUTE OF LIMITATIONS.
The claim of a creditor or claimant against a dissolving cooperative is barred if the claim has not been enforced by initiating legal, administrative, or arbitration proceedings concerning the claim within two years after the date the notice of intent to dissolve is filed with the secretary of state.
306.67 APPLICATION.
Sections 306.65 and 306.66 do not apply to cities with charters adopted under the Minnesota Constitution.
308B.925 APPLICATION FOR COURT-SUPERVISED VOLUNTARY DISSOLUTION.
After a notice of intent to dissolve has been filed with the secretary of state and before a certificate of dissolution has been issued, the cooperative or, for good cause shown, a member or creditor may apply to a court within the county where the registered address is located to have the dissolution conducted or continued under the supervision of the court.
302A.447 VOTING OF SHARES BY ORGANIZATIONS AND LEGAL REPRESENTATIVES.
Shares of a corporation registered in the name of another domestic or foreign corporation may be voted by the chief executive officer or another legal representative of that domestic or foreign corporation.
Except as provided in subdivision 3, shares of a corporation registered in the name of a subsidiary are not entitled to be voted on any matter.
Shares of a corporation in the name of or under the control of the corporation or a subsidiary in a fiduciary capacity are not entitled to be voted on any matter, except to the extent that the settlor or beneficial owner possesses and exercises a right to vote or gives the corporation or, with respect to shares in the name of or under control of a subsidiary, the subsidiary, binding instructions on how to vote the shares.
Shares under the control of a person in a capacity as a personal representative, an administrator, executor, guardian, conservator, or attorney-in-fact may be voted by the person, either in person or by proxy, without registration of those shares in the name of the person. Shares registered in the name of a trustee of a trust or in the name of a custodian may be voted by the person, either in person or by proxy, but a trustee of a trust or a custodian shall not vote shares held by the person unless they are registered in the name of the person.
Shares registered in the name of a trustee in bankruptcy or a receiver may be voted by the trustee or receiver either in person or by proxy. Shares under the control of a trustee in bankruptcy or a receiver may be voted by the trustee or receiver without registering the shares in the name of the trustee or receiver, if authority to do so is contained in an appropriate order of the court by which the trustee or receiver was appointed.
Shares registered in the name of an organization not described in subdivisions 1 to 5 may be voted either in person or by proxy by the legal representative of that organization.
A shareholder whose shares are pledged may vote those shares until the shares are registered in the name of the pledgee. If the corporation pledges its own shares under section 302A.553, subdivision 1, the corporation shall not be entitled to vote the shares at a meeting or otherwise.
306.68 REORGANIZATION OF CERTAIN ASSOCIATIONS.
A cemetery association organized under state law before April 25, 1913, that does not have a capital stock and that has acquired a burial site and sold lots from it may reorganize as provided in subdivision 2 if the management of the association is confined to the original members of the association either by the statutes then in force or by the certificate of organization.
Any two or more of the original members of the association, or if all the original members are deceased then any three or more of the lot owners in the burial site, may call a meeting of the association. The meeting must be held at a time and place designated in the notice in the city nearest to the cemetery site for the purpose of reorganizing the association. The notice must be published for two successive weeks in a legal newspaper printed in the place in which the meeting is to be held and must give at least 30 days' notice of the meeting.
At the time and place mentioned in the notice those present shall organize and proceed to prepare and adopt, or authorize to be prepared and adopted, articles of reassociation conforming to the requirements of state law for the organization of public cemetery associations. The articles must name the first board of trustees and other officers as the meeting determines. A majority of the trustees and officers must be named and elected from the members of the old association if there are sufficient survivors living in the county where the site is located or in adjoining counties.
The trustees and officers, as soon as the certificate of reassociation is adopted and recorded with the county recorder in the county where the cemetery is located, have the powers, duties, rights, and liabilities provided by state law pertaining to cemetery associations.
308C.921 ARTICLES OF DISSOLUTION.
Articles of dissolution of a cooperative shall be filed with the secretary of state after payment of the claims of all known creditors and claimants has been made or provided for and the remaining property has been distributed by the board. The articles of dissolution shall state:
(1) that all debts, obligations, and liabilities of the cooperative have been paid or discharged or adequate provisions have been made for them or time periods allowing claims have run and other claims are not outstanding;
(2) that the remaining property, assets, and claims of the cooperative have been distributed among the members or under a liquidation authorized by the members; and
(3) that legal, administrative, or arbitration proceedings by or against the cooperative are not pending or adequate provision has been made for the satisfaction of a judgment, order, or decree that may be entered against the cooperative in a pending proceeding.
The cooperative is dissolved when the articles of dissolution have been filed with the secretary of state.
The secretary of state shall issue to the dissolved cooperative or its legal representative a certificate of dissolution that contains:
(1) the name of the dissolved cooperative;
(2) the date the articles of dissolution were filed with the secretary of state; and
(3) a statement that the cooperative is dissolved.
308B.931 COURT-ORDERED REMEDIES OR DISSOLUTION.
A court may grant equitable relief that it deems just and reasonable in the circumstances or may dissolve a cooperative and liquidate its assets and business:
(1) in a supervised voluntary dissolution that is applied for by the cooperative;
(2) in an action by a member when it is established that:
(i) the directors or the persons having the authority otherwise vested in the board are deadlocked in the management of the cooperative's affairs and the members are unable to break the deadlock;
(ii) the directors or those in control of the cooperative have acted fraudulently, illegally, or in a manner unfairly prejudicial toward one or more members in their capacities as members, directors, or officers;
(iii) the members of the cooperative are so divided in voting power that, for a period that includes the time when two consecutive regular members' meetings were held, they have failed to elect successors to directors whose terms have expired or would have expired upon the election and qualification of their successors;
(iv) the cooperative assets are being misapplied or wasted; or
(v) the period of duration as provided in the articles has expired and has not been extended as provided in this chapter; and
(3) in an action by a creditor when:
(i) the claim of the creditor against the cooperative has been reduced to judgment and an execution on the judgment has been returned unsatisfied;
(ii) the cooperative has admitted in writing that the claim of the creditor against the cooperative is due and owing and it is established that the cooperative is unable to pay its debts in the ordinary course of business; or
(iii) in an action by the attorney general to dissolve the cooperative in accordance with this chapter when it is established that a decree of dissolution is appropriate.
In determining whether to order equitable relief or dissolution, the court shall take into consideration the financial condition of the cooperative but may not refuse to order equitable relief or dissolution solely on the grounds that the cooperative has accumulated operating net income or current operating net income.
In deciding whether to order dissolution of the cooperative, the court shall consider whether lesser relief suggested by one or more parties, such as a form of equitable relief or a partial liquidation, would be adequate to permanently relieve the circumstances established under subdivision 1, clause (2), item (ii) or (iii). Lesser relief may be ordered if it would be appropriate under the facts and circumstances of the case.
If the court finds that a party to a proceeding brought under this section has acted arbitrarily, vexatiously, or otherwise not in good faith, the court may in its discretion award reasonable expenses, including attorney fees and disbursements to any of the other parties.
Proceedings under this section shall be brought in a court within the county where the registered address of the cooperative is located.
It is not necessary to make members parties to the action or proceeding unless relief is sought against them personally.
306.69 CERTAIN CORPORATIONS MAY AMEND ARTICLES.
The board of trustees, board of administration, or other governing body of a religious corporation that has established and is maintaining a cemetery of more than five acres in any county of this state with a population of at least 225,000 and not more than 350,000 may by resolution adopted by at least a two-thirds vote of its members at any authorized meeting of the board amend its certificates or articles of incorporation as follows:
(1) by providing for the management and conduct of the affairs of the cemetery by a board of associates and prescribing the number composing the board of associates, the title by which they are designated, the time and manner of their election, by whom they are elected, their term of office, their powers and duties, and for the division of the board into classes, if desired, concerning the time for which the trustees hold office;
(2) by specifying whether the board of associates is elected by the owners of lots in the cemetery, either from among themselves, from among the board of trustees, board of administration, or other governing body of the religious corporation, by the board of associates from their own number, from among the lot owners in the cemetery, or from the board of trustees or other governing body of the religious corporation;
(3) by specifying the names and addresses of the first board of associates and their term of office;
(4) by providing that any vacancy in the board of associates may be filled by the board of associates for the unexpired term;
(5) by providing that the board of associates may elect its own officers and that the duties of the officers may be defined by the bylaws of the board;
(6) by providing that the board of associates may adopt bylaws and rules and regulations concerning the management and conduct of the cemetery;
(7) by providing that the board of associates may establish a permanent care and improvement fund, the income from which is devoted to the care, maintenance, and improvement of the cemetery;
(8) by providing that the board of associates has the control of the permanent care and improvement fund and all other trust funds donated for the permanent care of particular burial plots, and has authority to appoint trustees of the funds from among their number, or to appoint as trustee one or more trust companies organized under the laws of this state; or
(9) by any other lawful provision defining and regulating the powers or business of the board of associates, and the powers and duties of its officers, trustees, and lot owners.
308C.925 APPLICATION FOR COURT-SUPERVISED VOLUNTARY DISSOLUTION.
After a notice of intent to dissolve has been filed with the secretary of state and before a certificate of dissolution has been issued, the cooperative or, for good cause shown, a member or creditor may apply to a court within the county where the registered office is located to have the dissolution conducted or continued under the supervision of the courts.
302A.453 VOTING TRUSTS.
Shares in a corporation may be transferred to a trustee pursuant to written agreement, for the purpose of conferring on the trustee the right to vote and otherwise represent the beneficial owner of those shares for a period not exceeding 15 years, except that if the agreement is made in connection with an indebtedness of the corporation, the voting trust may extend until the indebtedness is discharged. Unless otherwise specified in the agreement, the voting trust may be terminated at any time by the beneficial owners of a majority of the voting power of the shares held by the trustee. A copy of the agreement shall be filed with the corporation.
Unless otherwise provided in the trust agreement, if there are two or more trustees, the manner of voting is determined as provided in section 302A.445, subdivision 5.
308B.935 PROCEDURE IN INVOLUNTARY OR COURT-SUPERVISED VOLUNTARY DISSOLUTION.
In dissolution proceedings before a hearing can be completed the court may:
(1) issue injunctions;
(2) appoint receivers with all powers and duties that the court directs;
(3) take actions required to preserve the cooperative's assets wherever located; and
(4) carry on the business of the cooperative.
After a hearing is completed, upon notice to parties to the proceedings and to other parties in interest designated by the court, the court may appoint a receiver to collect the cooperative's assets, including amounts owing to the cooperative by subscribers on account of an unpaid portion of the consideration for the issuance of shares. In addition to the powers set forth in chapter 576, a receiver has authority, subject to the order of the court, to continue the business of the cooperative and to sell, lease, transfer, or otherwise dispose of the property and assets of the cooperative either at public or private sale.
The assets of the cooperative or the proceeds resulting from a sale, lease, transfer, or other disposition shall be applied in the order of priority set forth in section 576.51.
After payment of the expenses of receivership and claims of creditors are proved, the remaining assets, if any, may be distributed to the members or distributed under an approved liquidation plan.
306.70 CERTIFICATE OF AMENDED ARTICLES TO BE RECORDED.
The board of trustees or other governing body of the religious corporation shall include the resolution in a certificate executed and acknowledged by the corporation's president and secretary or other presiding and recording officers under the corporate seal of the corporation. The certificate must be recorded in the office of the county recorder of the county in which the association's cemetery is located.
308C.931 COURT-ORDERED REMEDIES OR DISSOLUTION.
A court may grant equitable relief that it deems just and reasonable in the circumstances or may dissolve a cooperative and liquidate its assets and business:
(1) in a supervised voluntary dissolution that is applied for by the cooperative;
(2) in an action by a member when it is established that:
(i) the directors or the persons having the authority otherwise vested in the board are deadlocked in the management of the cooperative's affairs and the shareholders or members are unable to break the deadlock;
(ii) the directors or those in control of the cooperative have acted fraudulently, illegally, or in a manner unfairly prejudicial toward one or more members in their capacities as members, directors, or officers;
(iii) the members of the cooperative are so divided in voting power that, for a period that includes the time when two consecutive regular member meetings were held, they have failed to elect successors to directors whose terms have expired or would have expired upon the election and qualification of their successors;
(iv) the cooperative assets are being misapplied or wasted; or
(v) the period of duration as provided in the articles has expired and has not been extended as provided in this chapter;
(3) in an action by a creditor when:
(i) the claim of the creditor against the cooperative has been reduced to judgment and an execution on the judgment has been returned unsatisfied; or
(ii) the cooperative has admitted in writing that the claim of the creditor against the cooperative is due and owing and it is established that the cooperative is unable to pay its debts in the ordinary course of business; or
(4) in an action by the attorney general to dissolve the cooperative in accordance with this chapter when it is established that a decree of dissolution is appropriate.
In determining whether to order equitable relief or dissolution, the court shall take into consideration the financial condition of the cooperative but may not refuse to order equitable relief or dissolution solely on the ground that the cooperative has accumulated operating net income or current operating net income.
In deciding whether to order dissolution of the cooperative, the court must consider whether lesser relief suggested by one or more parties, such as a form of equitable relief or a partial liquidation, would be adequate to permanently relieve the circumstances established under subdivision 1, clause (2) or (3). Lesser relief may be ordered if it would be appropriate under the facts and circumstances of the case.
If the court finds that a party to a proceeding brought under this section has acted arbitrarily, vexatiously, or otherwise not in good faith, the court may in its discretion award reasonable expenses, including attorney fees and disbursements, to any of the other parties.
Proceedings under this section shall be brought in a court within the county where the registered office of the cooperative is located.
It is not necessary to make members parties to the action or proceeding unless relief is sought against them personally.
306.71 RIGHT AND DUTIES AFTER AMENDMENT.
A religious corporation amending its certificates or articles of incorporation under sections 306.69 to 306.72 and providing for the management and conduct of its cemetery as provided in those sections, is then considered to be a private cemetery association having the rights, exemptions, privileges, duties, and liabilities that are provided by law concerning private cemetery associations, without regard to the fact that the cemetery is established by a religious corporation.
308C.941 RECEIVER QUALIFICATIONS AND POWERS.
Any person qualified under section 576.26 may be appointed as a receiver. A receiver must give a bond as required by section 576.27.
A receiver may sue and defend all actions as receiver of the cooperative.
306.72 ASSOCIATION, HOW GOVERNED.
A religious corporation amending its certificates or articles of incorporation under sections 306.69 to 306.72 and establishing a permanent care and improvement fund is, as to that fund, subject to sections 306.76 to 306.85 to the extent that those sections are consistent with sections 306.69 to 306.72.
302A.457 SHAREHOLDER CONTROL AGREEMENTS.
A written agreement among the shareholders of a corporation and the subscribers for shares to be issued, relating to the control of any phase of the business and affairs of the corporation, its liquidation and dissolution, or the relations among shareholders of or subscribers to shares of the corporation is valid and specifically enforceable as provided in subdivision 2. The agreement may also include as parties persons who are neither shareholders nor subscribers.
(a) A written agreement as described in subdivision 1 that relates to the control of or the liquidation and dissolution of the corporation, the relations among the shareholders and subscribers, or any phase of the business and affairs of the corporation, including, without limitation, the management of its business, the declaration and payment of distributions, the election of directors or officers, the employment of shareholders and others by the corporation, or the arbitration of disputes, is valid and specifically enforceable, if the agreement is signed by all persons who, on the date the agreement first becomes effective, are then the shareholders of the corporation, whether or not the shareholders all have voting shares, and the subscribers for shares, whether or not voting shares, to be issued. A written agreement as described in subdivision 1 may provide for its amendment through nonunanimous means.
(b) The agreement is enforceable by the persons who are parties to it and is binding upon and enforceable against only those persons and other persons having knowledge of the existence of the agreement. A copy of the agreement shall be filed with the corporation. The existence and location of a copy of the agreement shall be noted conspicuously on the face or back of each certificate for shares issued by the corporation and included in information sent to the holders of uncertificated shares according to section 302A.417, subdivision 7.
(c) A shareholder, a beneficial owner of shares, or another person having a security interest in shares has the right upon written demand to obtain a copy of the agreement from the corporation at the expense of the corporation.
The effect of an agreement authorized by this section is to relieve the board and the director or directors in their capacities as directors of, and to impose upon the parties to the agreement, the liability for acts or omissions imposed by law upon directors to the extent that and so long as the discretion or powers of the directors in the management of the business and affairs of the corporation are exercised by the shareholders under a provision in the agreement. A shareholder is not liable pursuant to this subdivision by virtue of a shareholder vote, if the shareholder had no right to vote on the action.
This section does not apply to, limit, or restrict agreements otherwise valid, nor is the procedure set forth in this section the exclusive method of agreement among shareholders or between the shareholders and the corporation with respect to any of the matters described in this section.
308C.935 PROCEDURE INVOLUNTARY OR COURT-SUPERVISED VOLUNTARY DISSOLUTION.
In dissolution proceedings before a hearing can be completed, the court may:
(1) issue injunctions;
(2) appoint receivers with all powers and duties that the court directs;
(3) take actions required to preserve the cooperative's assets wherever located; and
(4) carry on the business of the cooperative.
After a hearing is completed, upon notice to parties to the proceedings and to other parties in interest designated by the court, the court may appoint a receiver to collect the cooperative's assets, including amounts owing to the cooperative by subscribers on account of an unpaid portion of the consideration for the issuance of shares. In addition to the powers set forth in chapter 576, a receiver has authority, subject to the order of the court, to continue the business of the cooperative and to sell, lease, transfer, or otherwise dispose of the property and assets of the cooperative either at public or private sale.
The assets of the cooperative or the proceeds resulting from a sale, lease, transfer, or other disposition shall be applied in the order of priority set forth in section 576.51.
After payment of the expenses of receivership and claims of creditors are proved, the remaining assets, if any, may be distributed to the members, distributed according to an approved liquidation plan, or distributed as otherwise required under this chapter.
308B.941 RECEIVER QUALIFICATIONS AND POWERS.
Any person qualified under section 576.26 may be appointed as a receiver. A receiver shall give a bond as required by section 576.27.
A receiver may sue and defend all actions as receiver of the cooperative. The court appointing the receiver has exclusive jurisdiction over the cooperative, the receiver, and all receivership property pursuant to section 576.23.
302A.455 SHAREHOLDER VOTING AGREEMENTS.
A written agreement among persons who are then shareholders or subscribers for shares to be issued, relating to the voting of their shares, is valid and specifically enforceable by and against the parties to the agreement. The agreement may override the provisions of section 302A.449 regarding proxies and is not subject to the provisions of section 302A.453 regarding voting trusts.
308B.945 DISSOLUTION ACTION BY ATTORNEY GENERAL; ADMINISTRATIVE DISSOLUTION.
A cooperative may be dissolved involuntarily by a decree of a court in this state in an action filed by the attorney general if it is established that:
(1) the articles and certificate of organization were procured through fraud;
(2) the cooperative was organized for a purpose not permitted by this chapter or prohibited by state law;
(3) the cooperative has flagrantly violated a provision of this chapter, has violated a provision of this chapter more than once, or has violated more than one provision of this chapter; or
(4) the cooperative has acted, or failed to act, in a manner that constitutes surrender or abandonment of the cooperative's franchise, privileges, or enterprise.
An action may not be commenced under subdivision 1 until 30 days after notice to the cooperative by the attorney general of the reason for the filing of the action. If the reason for filing the action is an act that the cooperative has done, or omitted to do, and the act or omission may be corrected by an amendment of the articles or bylaws or by performance of or abstention from the act, the attorney general shall give the cooperative 30 additional days to make the correction before filing the action.
308C.945 DISSOLUTION ACTION BY ATTORNEY GENERAL; ADMINISTRATIVE DISSOLUTION.
A cooperative may be dissolved involuntarily by a decree of a court in this state in an action filed by the attorney general if it is established that:
(1) the articles and certificate of organization were procured through fraud;
(2) the cooperative was incorporated for a purpose not permitted by this chapter or prohibited by state law;
(3) the cooperative has flagrantly violated a provision of this chapter, has violated a provision of this chapter more than once, or has violated more than one provision of this chapter; or
(4) the cooperative has acted, or failed to act, in a manner that constitutes surrender or abandonment of the cooperative's franchise, privileges, or enterprise.
An action may not be commenced under this section until 30 days after notice to the cooperative by the attorney general of the reason for the filing of the action. If the reason for filing the action is an act that the cooperative has done, or omitted to do, and the act or omission may be corrected by an amendment of the articles or bylaws or by performance of or abstention from the act, the attorney general shall give the cooperative 30 additional days to make the correction before filing the action.
308B.951 FILING CLAIMS IN COURT-SUPERVISED DISSOLUTION PROCEEDINGS.
In proceedings to dissolve a cooperative, the court may require all creditors and claimants of the cooperative to file their claims pursuant to section 576.49. The receiver or any party in interest may object to any claim pursuant to section 576.50.
[Repealed, 2012 c 143 art 3 s 39]
[Repealed, 2012 c 143 art 3 s 39]
306.73 AMENDMENT OF ARTICLES OF INCORPORATION.
The board of trustees of a cemetery association organized under state law that has established and is maintaining a public cemetery in this state may, by resolution adopted by at least a two-thirds vote of its members at any authorized meeting of the board, amend its certificate or articles of incorporation in any or all of the following particulars:
(1) by providing for a board of associates, the number composing the board, the time and manner of their election and by whom they are elected, their term of office, their powers and duties and for the division of the board into classes, if desired, concerning the time for which the trustees hold office;
(2) by specifying the names and addresses of the members of the first board of associates and their term of office;
(3) by providing that the management of the affairs of the association may be vested in a board of not more than nine trustees, and that the trustees may be divided into classes concerning the time for which the trustees hold office, or that only one trustee need be elected each year;
(4) by providing the time and manner of election of the trustees and specifying whether the trustees are to be elected by the owners of lots in the cemetery of the association, either from among themselves or from among the board of associates, by the existing trustees from among lot owners or from among a board of associates, or by the board of associates from their own number or from the retiring trustees;
(5) by providing that a vacancy in the board of trustees, caused by death, resignation, or otherwise, may be filled by the board of trustees for the unexpired term;
(6) by specifying the names and addresses of the first board of trustees and the time for which each member holds office;
(7) by providing that the trustees may elect officers of the association and that the duties of the officers may be defined by the bylaws;
(8) by providing that the trustees may adopt bylaws and rules and regulations concerning the cemetery of the association;
(9) by providing that the duration of the association is perpetual or for a fixed period of time;
(10) by any other lawful provision defining and regulating the power or business of the association and the powers and duties of its officers, trustees, associates, and lot owners.
302A.463 FINANCIAL STATEMENTS.
(a) A corporation shall prepare annual financial statements within 180 days after the close of the corporation's fiscal year. The financial statement shall include at least a balance sheet as of the end of each fiscal year and a statement of income for the fiscal year, which shall be prepared on the basis of accounting methods reasonable in the circumstances and may be consolidated statements of the corporation and one or more of its subsidiaries. In the case of statements audited by a public accountant, each copy shall be accompanied by a report setting forth the opinion of the accountant on the statements; in other cases, each copy shall be accompanied by a statement of the chief financial officer or other person in charge of the corporation's financial records stating the reasonable belief of the person that the financial statements were prepared in accordance with accounting methods reasonable in the circumstances, describing the basis of presentation, and describing any respects in which the financial statements were not prepared on a basis consistent with those prepared for the previous year.
(b) Upon written request by a shareholder, a corporation shall furnish its most recent annual financial statements as required under paragraph (a) no later than ten business days after receipt of a shareholder's written request. "Furnish" for purposes of this paragraph means that the corporation shall deliver or mail, postage prepaid, the financial statements to the address specified by the requesting shareholder.
306.74 CERTIFICATE OF AMENDMENT.
The trustees shall include the resolution in a certificate executed and acknowledged by its president and secretary or other presiding and recording officers, under the corporate seal of the corporation. The certificate must be recorded in the office of the county recorder of the county in which the cemetery of the association is located.
308B.955 DISCONTINUANCE OF COURT-SUPERVISED DISSOLUTION PROCEEDINGS.
The involuntary or supervised voluntary dissolution of a cooperative may be discontinued at any time during the dissolution proceedings if it is established that cause for dissolution does not exist. The court shall dismiss the proceedings and direct the receiver, if any, to redeliver to the cooperative its remaining property and assets and to file a final report pursuant to section 576.38, subdivision 3.