piers109uk/MN-Statutes huggingface dataset:
302A.467 EQUITABLE REMEDIES.
If a corporation or an officer or director of the corporation violates a provision of this chapter, a court in this state may, in an action brought by a shareholder of the corporation, grant any equitable relief it deems just and reasonable in the circumstances and award expenses, including attorneys' fees and disbursements, to the shareholder.
308B.961 COURT-SUPERVISED DISSOLUTION ORDER.
In an involuntary or supervised voluntary dissolution after the costs and expenses of the proceedings and all debts, obligations, and liabilities of the cooperative have been paid or discharged and the remaining property and assets have been distributed to its members or, if its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts, obligations, and liabilities, when all the property and assets have been applied so far as they will go to their payment according to their priorities, the court shall enter an order dissolving the cooperative.
When the order dissolving the cooperative or association has been entered, the cooperative or association is dissolved.
308C.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 under section 576.49. The receiver or any party in interest may object to any claims under section 576.50.
306.75 APPLICATION.
Sections 306.73 to 306.75 also apply to the cemetery associations mentioned in section 306.73 maintaining cemeteries in cities existing under a charter framed according to the Minnesota Constitution. However, those sections do not apply to private cemeteries nor to cemeteries established by religious corporations.
308C.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 under section 576.38, subdivision 3.
306.76 PERMANENT CARE AND IMPROVEMENT FUND MAINTAINED BY CERTAIN ASSOCIATIONS.
Every cemetery association organized under state law that maintains a public cemetery in or adjacent to a city with a population of more than 50,000, shall provide for the establishment of a permanent fund, the income from which must be devoted to the care, maintenance, and improvement of the cemetery. The fund must be known as the permanent care and improvement fund of the cemetery association.
308B.965 FILING COURT'S DISSOLUTION ORDER.
After the court enters an order dissolving a cooperative, the court administrator shall cause a certified copy of the dissolution order to be filed with the secretary of state. The secretary of state may not charge a fee for filing the dissolution order.
306.761 PERMANENT CARE AND IMPROVEMENT FUNDS.
A cemetery association operating a cemetery larger than ten acres shall establish a permanent care and improvement fund. All cemetery associations operating a cemetery larger than ten acres and having a permanent care and improvement fund shall annually file, as part of the report required in subdivision 2, a notice with the county auditor of the county in which the cemetery is located. The notice must include the names and addresses of each person or entity owning a five percent or greater interest in the cemetery, and the names and addresses of all officers if any change has taken place since the previous notice. The term "association" as used in this section includes any person, firm, partnership, association, or corporation.
A cemetery association operating a cemetery larger than ten acres and any person, firm, partnership, association, or corporation owning or operating a mausoleum or columbarium, or constructing or selling space in a mausoleum or columbarium to be built, which has a permanent care and improvement fund shall annually make a complete written report to the county auditor of the county in which the cemetery or mausoleum or columbarium or future site of the mausoleum or columbarium is located on the state of the fund, including all deposits and withdrawals of principal amounts and all receipts and disbursements. The report must be filed on forms prescribed by the state auditor by March 31 for any entity described in this subdivision which operates on a calendar year basis and by 90 days after the end of the fiscal year for any entity described in this subdivision which operates on a fiscal year basis. The report shall be signed and notarized under oath. A filing fee of $15 for each report must be paid to the county auditor.
Any person, firm, partnership, association, or corporation holding money in trust under this section shall provide notice to the person purchasing the cemetery lot, or the burial space in a mausoleum or columbarium, at the time of the first payment. The notice shall be in writing, and shall identify the location where the money will be held in trust including any identifying account numbers and the name and address of the institution in which the money is held. Any person, firm, partnership, association, or corporation holding money in trust under this section shall notify the county auditor receiving the annual report if there is a change in the identifying account numbers or location of the fund within seven days of the change.
Any person, firm, partnership, association, or corporation subject to this section must file a notice of change of trustee of any trust funds with the same county auditor who should receive the annual report required by this section within 30 days after the change of trustees.
A person, firm, partnership, association, or corporation knowingly violating this section is guilty of a misdemeanor and for a second offense is guilty of a gross misdemeanor.
This section does not apply to cemeteries, mausoleums, or columbariums owned and operated by a municipality, church, religious corporation, or religious association.
308C.961 COURT-SUPERVISED DISSOLUTION ORDER.
In an involuntary or supervised voluntary dissolution after the costs and expenses of the proceedings and all debts, obligations, and liabilities of the cooperative have been paid or discharged and the remaining property and assets have been distributed to its members or, if its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts, obligations, and liabilities, when all the property and assets have been applied so far as they will go to their payment according to their priorities, the court shall enter an order dissolving the cooperative.
When the order dissolving the cooperative or association has been entered, the cooperative or association is dissolved.
308B.971 BARRING OF CLAIMS.
A person who is or becomes a creditor or claimant before, during, or following the conclusion of dissolution proceedings, who does not file a claim or pursue a remedy in a legal, administrative, or arbitration proceeding during the pendency of the dissolution proceeding or has not initiated a legal, administrative, or arbitration proceeding before the commencement of the dissolution proceedings and all those claiming through or under the creditor or claimant, are forever barred from suing on that claim or otherwise realizing upon or enforcing it, except as provided in this section.
Within one year after articles of dissolution have been filed with the secretary of state under this chapter or a dissolution order has been entered, a creditor or claimant who shows good cause for not having previously filed the claim may apply to a court in this state to allow a claim:
(1) against the cooperative to the extent of undistributed assets; or
(2) if the undistributed assets are not sufficient to satisfy the claim, the claim may be allowed against a member to the extent of the distributions to members in dissolution received by the member.
Debts, obligations, and liabilities incurred during dissolution proceedings shall be paid or provided for by the cooperative before the distribution of assets to a member. A person to whom this kind of debt, obligation, or liability is owed but is not paid may pursue any remedy against the offenders, directors, or members of the cooperative before the expiration of the applicable statute of limitations. This subdivision does not apply to dissolution under the supervision or order of a court.
308C.965 FILING COURT'S DISSOLUTION ORDER.
After the court enters an order dissolving a cooperative, the court administrator shall cause a certified copy of the dissolution order to be filed with the secretary of state. The secretary of state may not charge a fee for filing the dissolution order.
308B.975 RIGHT TO SUE OR DEFEND AFTER DISSOLUTION.
After a cooperative has been dissolved, any of its former officers, directors, or members may assert or defend, in the name of the cooperative, a claim by or against the cooperative.
306.762 PERMANENT RETENTION OF RECORDS.
Any cemetery association and any person, firm, partnership, association, and corporation owning or operating a mausoleum or columbarium, or constructing or selling space in a mausoleum or columbarium to be built, required to deposit trust money in a permanent care and improvement fund must, in Minnesota, permanently retain records of the trust account. The records of the trust account must include the name of the person purchasing the cemetery lot or burial space, the name of the living representative of that person if one was designated, and the location of the money including any identifying numbers and the name and address of the institution in which the money is held.
Any person, firm, partnership, association, or corporation knowingly violating the provisions of this section shall be guilty of a misdemeanor and for a second offense shall be guilty of a gross misdemeanor.
This section shall not apply to cemeteries, mausoleums, or columbariums owned and operated by a municipality, church, religious corporation, or religious association.
308C.971 BARRING OF CLAIMS.
A person who is or becomes a creditor or claimant before, during, or following the conclusion of dissolution proceedings, who does not file a claim or pursue a remedy in a legal, administrative, or arbitration proceeding during the pendency of the dissolution proceeding, or has not initiated a legal, administrative, or arbitration proceeding before the commencement of the dissolution proceedings, and all those claiming through or under the creditor or claimant, are forever barred from suing on that claim or otherwise realizing upon or enforcing it, except as provided in this section.
By one year after articles of dissolution have been filed with the secretary of state pursuant to this chapter, or a dissolution order has been entered, a creditor or claimant who shows good cause for not having previously filed the claim may apply to a court in this state to allow a claim:
(1) against the cooperative to the extent of undistributed assets; or
(2) if the undistributed assets are not sufficient to satisfy the claim, the claim may be allowed against a member to the extent of the distributions to members in dissolution received by the member.
Debts, obligations, and liabilities incurred during dissolution proceedings must be paid or provided for by the cooperative before the distribution of assets to a member. A person to whom this kind of debt, obligation, or liability is owed but is not paid may pursue any remedy against the officers, directors, or members of the cooperative before the expiration of the applicable statute of limitations. This subdivision does not apply to dissolution under the supervision or order of a court.
306.77 APPOINTMENT OF TRUST COMPANY.
The board of trustees of an association mentioned in section 306.76 shall, by a resolution adopted by a vote of at least two-thirds of its members, appoint one or more trust companies organized under state law, or a board consisting of at least three individuals, to act as trustees of the permanent care and improvement fund. If more than one trust company is appointed, the board of trustees shall, from time to time, apportion all money available for the fund between these trust companies in the proportion that the board determines. The appointment must be evidenced by a written instrument executed by the proper officers of the association under its corporate seal. Each trust company and the appointed individuals shall qualify as trustee by filing a written acceptance of the appointment with the secretary of the association. All instruments of appointment, any revocation of appointment, and the written acceptances must be recorded at length by the secretary of the association in its corporate records. The appointment of any trustee may be revoked by the board of trustees of the association at any time by a vote of two-thirds of its members. No trustee of the fund is liable as a trustee except for neglect or willful default in the discharge of duties.
Seven days before any portion of the principal of a permanent care and improvement fund is transferred or withdrawn from its present location, the board of trustees must, in writing, notify the county auditor of such activity and of the destination of the funds. Any person, firm, partnership, association, or corporation knowingly violating the provisions of this section shall be guilty of a misdemeanor and for a second offense shall be guilty of a gross misdemeanor.
306.773 INVESTMENT OF FUND OF CEMETERY ASSOCIATIONS.
Every cemetery association organized under state law that provides for a permanent care and improvement fund administered by one or more trust companies acting as trustees of the fund under section 306.77, may adopt a resolution as provided in this subdivision. When the principal of the fund remaining after lawful withdrawals equals more than $350,000, the association may adopt a resolution by a vote of at least two-thirds of the members of its board of trustees at any authorized meeting of the board, authorizing the trust companies acting as trustees in investing, reinvesting, exchanging, and managing the fund, to acquire any kind of investment, including, but not by way of limitation, bonds, debentures, and other corporate obligations, and corporate stocks, that an ordinarily prudent person of discretion and intelligence who is a trustee of the property of others would acquire as the trustee.
The trustees may invest the trust property according to this section, notwithstanding any contrary limitation or condition contained in the trust instrument.
306.79 PRINCIPAL INVIOLATE; INVESTED IN CERTAIN SECURITIES.
The principal of a permanent care and improvement fund created under section 306.76 must forever remain intact and invested by the trustees only in the same class of securities in which savings banks are authorized by the laws of this state to invest their funds. However, the association may, by resolution adopted by vote of at least two-thirds of the members of its board of trustees at any authorized meeting of the board, authorize the withdrawal and use of not more than 50 percent of the principal of the fund to acquire additional land for cemetery purposes for the erection of a chapel, greenhouse, or other buildings desirable or necessary for the operation of the cemetery, for the building or improvement of roads and avenues in the cemetery, or for both of those purposes. However, the fund must not be diminished to an amount less than $1,000 per acre for each acre of land in the cemetery. Upon presentation to the trustees of a certified copy of the adopted resolution, the trustees shall at once comply with it and are then released from further liability for the part of the funds withdrawn and delivered to the association. The trustees of the funds shall, at least semiannually, turn over to the association the entire net income from the fund, which shall be used by the association solely for the care, maintenance, and improvement of the cemetery and the avenues leading to it. But if any part of the income is not spent or appropriated by the association for a period of one year after the income has been received by it, the income must be returned to the trustees and invested by them as a part of the principal of the fund. No trustee or board of trustees may receive as compensation for acting as trustee any amount in each year in excess of five percent of the income derived from the fund in its hands.
308C.975 RIGHT TO SUE OR DEFEND AFTER DISSOLUTION.
After a cooperative has been dissolved, any of its former officers, directors, or members may assert or defend, in the name of the cooperative, a claim by or against the cooperative.
302A.505 ADVANCES.
A corporation may, without a vote of the directors, advance money to its directors, officers, or employees to cover expenses that can reasonably be anticipated to be incurred by them in the performance of their duties and for which they would be entitled to reimbursement in the absence of an advance.
306.78 PERCENTAGE OF SALE OF LOTS AND MAUSOLEUMS PAID INTO FUND; OTHER ADDITIONS TO FUND.
Each cemetery association creating a permanent care and improvement fund under section 306.77 shall take for its cemetery fund at least 20 percent of the proceeds of all sales of cemetery lots and ten percent of the proceeds of all sales of all burial space in mausoleums sold on or after December 31, 1927. That percentage must be paid on January 1, April 1, July 1, and October 1 of each year to the trustees of the fund, and the payments then become a part of the permanent care and improvement fund. Any other income or funds not required by the association for other purposes may from time to time be added to the fund by a vote of at least two-thirds of the members of the board of trustees of the association. The term "burial space" as used in this section includes private rooms, crypts, niches, or other designated space in which the bodies or ashes of deceased persons are placed for permanent burial in a mausoleum.
302A.557 LIABILITY OF SHAREHOLDERS FOR ILLEGAL DISTRIBUTIONS.
A shareholder who receives a distribution made in violation of the provisions of section 302A.551 is liable to the corporation, its receiver or other person winding up its affairs, or a director under section 302A.559, subdivision 2, but only to the extent that the distribution received by the shareholder exceeded the amount that properly could have been paid under section 302A.551.
An action shall not be commenced under this section more than two years from the date of the distribution.
306.81 DISPOSITION OF PROPERTY TO SUCCESSOR TRUSTEE.
Upon the revocation of the appointment, resignation, or removal of any sole trustee or individual appointed under section 306.77, the board of trustees of the association shall promptly appoint a successor. The resigning or removed trustee shall then immediately turn over to the successor all property belonging to or pertaining to the fund. When the board of trustees of the association gives written notice of the resignation or removal of any trustee, or of an application to the court for an accounting by or removal of any trustee, a bank, trust company, safety deposit company, or other corporation, institution, or individual possessing money, securities, papers, or other property belonging or pertaining to the fund, shall refuse payment or delivery of all or part of it to the trustee named in the notice. Upon its or their check or other authorization, except upon a check or other authorization for the transfer, surrender, or delivery of the same, or any part thereof, the bank, company, or other entity shall pay or deliver the money, securities, papers, or other property to the successor.
306.80 TRUST COMPANY TO MAKE ANNUAL REPORT.
A trust company or board of trustees acting as trustees under sections 306.76, 306.77, 306.78, 306.79, and this section shall on the first day of each year make a complete written report to the association of the condition and state of the fund in its hands. The report must at all times be open to the inspection of all owners of lots in the cemetery.
302A.559 LIABILITY OF DIRECTORS FOR ILLEGAL DISTRIBUTIONS.
In addition to any other liabilities, a director who is present at a meeting and fails to vote against, or who consents in writing to, a distribution made in violation of section 302A.551, subdivision 1, paragraph (a), or 4, or a restriction contained in the articles or bylaws or an agreement, and who fails to comply with the standard of conduct provided in section 302A.251, is liable to the corporation, its receiver or any other person winding up its affairs jointly and severally with all other directors so liable and to other directors under subdivision 3, but only to the extent that the distribution exceeded the amount that properly could have been paid under section 302A.551.
A director against whom an action is brought under this section with respect to a distribution may implead in that action all shareholders who received the distribution and may compel pro rata contribution from them in that action to the extent provided in section 302A.557, subdivision 1.
A director against whom an action is brought under this section with respect to a distribution may implead in that action all other directors who voted for or consented in writing to the distribution and may compel pro rata contribution from them in that action.
An action shall not be commenced under this section more than two years from the date of the distribution.
302A.501 LOANS; GUARANTEES; SURETYSHIP.
A corporation may lend money to, guarantee an obligation of, become a surety for, or otherwise financially assist a person, if the transaction, or a class of transactions to which the transaction belongs, is approved by the affirmative vote of a majority of the directors present and:
(a) is in the usual and regular course of business of the corporation;
(b) is with, or for the benefit of, a related organization, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, any of which relationships constitute consideration sufficient to make the loan, guarantee, suretyship, or other financial assistance so approved enforceable against the corporation;
(c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the board, to benefit the corporation; or
(d) whether or not any separate consideration has been paid or promised to the corporation, has been approved by (1) the holders of two-thirds of the voting power of the shares entitled to vote which are owned by persons other than the interested person or persons, or (2) the unanimous affirmative vote of the holders of all outstanding shares, whether or not entitled to vote.
A loan, guaranty, surety contract, or other financial assistance under subdivision 1 may be with or without interest and may be unsecured or may be secured in any manner, including, without limitation, a grant of a security interest in shares of the corporation.
This section does not grant any authority to act as a bank or to carry on the business of banking.
302A.611 PLAN OF MERGER OR EXCHANGE.
A plan of merger or exchange shall contain:
(a) The names of the constituent organizations proposing to merge or participate in an exchange, and:
(1) in the case of a merger, the name of the surviving organization;
(2) in the case of an exchange, the name of the acquiring organization;
(b) The terms and conditions of the proposed merger or exchange;
(c)(1) In the case of a merger, the manner and basis of converting the ownership interests of the constituent organizations into securities of, or other ownership interests in, the surviving organization or of any other organization, or, in whole or in part, into money or other property, or of canceling some or all of the ownership interests; or
(2) In the case of an exchange, the manner and basis of exchanging the shares to be acquired for securities of, or other ownership interests in, the acquiring organization or any other organization or, in whole or part, into money or other property, or of canceling some of the shares;
(d) In the case of a merger, a statement of any amendments to the articles of incorporation or organization of the surviving organization proposed as part of the merger; and
(e) Any other provisions with respect to the proposed merger or exchange that are deemed necessary or desirable.
The procedure authorized by this section does not limit the power of a corporation to acquire all or part of the ownership interests of one or more classes or series of another organization through a negotiated agreement with the owners or otherwise.
306.82 POWER OF COURT TO REMOVE TRUSTEE OR COMPEL ACCOUNTING.
The district court for the judicial district in which the trust estate is located has the power, for good cause shown, upon the application of one or more trustees of the association or of any other interested party, to remove any trustee of the fund, or to compel an accounting by a trustee of the fund. The district court also has all the powers conferred by law upon district courts for the enforcement, execution, or regulation of express trusts.
306.83 APPLICATION TO CERTAIN ASSOCIATIONS.
Every cemetery association mentioned in section 306.76, that has established a permanent care and improvement fund under any law of this state before December 31, 1927, is subject to sections 306.76 to 306.85.
306.84 CERTAIN SECTIONS NOT APPLICABLE.
Sections 306.31 to 306.39 do not apply to cemetery associations mentioned in section 306.76.
302A.601 MERGER, EXCHANGE, TRANSFER.
A corporation may merge with one or more domestic or foreign corporations, resulting in a single domestic or foreign corporation, with or without a business purpose, pursuant to a plan of merger approved in the manner provided in sections 302A.611 to 302A.651.
A corporation may acquire all of the outstanding shares of one or more classes or series of another domestic or foreign corporation pursuant to a plan of exchange approved in the manner provided in sections 302A.611 to 302A.615, and 302A.631 to 302A.651.
A corporation may sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets in the manner provided in section 302A.661.
A corporation may participate in a merger or exchange with a limited liability company. The dissenters' rights for shareholders of a corporation are governed by this chapter.
302A.615 ARTICLES OF MERGER OR EXCHANGE; CERTIFICATE.
Upon receiving the approval required by section 302A.613, articles of merger or exchange shall be prepared that contain:
(a) the plan of merger or exchange; and
(b) a statement that the plan has been approved by each constituent organization pursuant to this chapter.
The articles of merger or exchange shall be signed on behalf of each constituent organization and filed with the secretary of state.
The secretary of state shall issue a certificate of merger to the surviving organization or its legal representative and a certificate of exchange to the acquiring organization or its legal representative.
306.851 PUBLIC CEMETERIES FOR THE POOR.
A public cemetery association organized under the laws of Minnesota for the purpose of providing free burial for the poor and not for purposes of profit, which has been in existence for over 25 years before March 22, 1947, is exempt from sections 306.76 to 306.85.
306.86 CONVEYANCES OF CEMETERY LOTS AND LANDS TO HOLDING CORPORATIONS LEGALIZED; RECONVEYANCE TO CITIES OF FIRST CLASS FOR CEMETERY PURPOSES.
A deed or other instrument of conveyance of a right, title, or interest in any cemetery land or lot in a cemetery in this state executed before March 31, 1927, conveying the land or plot to a corporation authorized to acquire, hold, and convey title to real estate is lawful and conveys all right, title, and interest of the grantor to the corporation. By the conveyance, the corporation acquires all right, title, and interest that the grantor had in the land and property subject to any limitations contained in the instrument of conveyance. The corporation has the right to convey the property for cemetery purposes to any city of the first class in this state, including those organized and operating under a home rule charter adopted under the Minnesota Constitution, and the state laws relating to it.
306.87 DEFINITIONS.
Unless the language or context clearly indicates that a different meaning is intended, the following definitions apply to this chapter.
"Associates" means the original incorporators and their successors.
All cemeteries started or established as public cemeteries and all cemeteries hereafter started or established, except cemeteries established by religious corporations, are public cemeteries within the provisions of this chapter.
"Board of directors," as used in sections 306.41 to 306.54, means the board of supervisors of a town, the governing body of a city, the board of trustees or directors of a religious corporation or of a cemetery association described in section 306.41.
302A.631 ABANDONMENT.
After a plan of merger or exchange has been approved by the shareholders entitled to vote on the approval of the plan as provided in section 302A.613, and before the effective date of the plan, it may be abandoned:
(a) if (i) the shareholders of each of the constituent corporations entitled to vote on the approval of the plan as provided in section 302A.613 have approved the abandonment at a meeting by the affirmative vote of the holders of a majority of the voting power of the shares entitled to vote; (ii) the merger or exchange is with a domestic or foreign limited liability company, if abandonment is approved in such manner as may be required by the laws of the state under which the limited liability company is organized; and (iii) the shareholders of a constituent corporation are not entitled to vote on the approval of the plan under section 302A.613, the board of directors of the constituent corporation has approved the abandonment by the affirmative vote of a majority of the directors present;
(b) if the plan itself provides for abandonment and all conditions for abandonment set forth in the plan are met; or
(c) pursuant to subdivision 2.
A plan of merger or exchange may be abandoned, before the effective date of the plan, by a resolution of the board of directors of any constituent corporation abandoning the plan of merger or exchange approved by the affirmative vote of a majority of the directors present, subject to the contract rights of any other person under the plan. If a plan of merger or exchange is with a domestic or foreign limited liability company, the plan of merger or exchange may be abandoned before the effective date of the plan by a resolution of the limited liability company adopted according to the laws of the state under which the limited liability company is organized, subject to the contract rights of any other person under the plan.
If articles of merger or exchange have been filed with the secretary of state, but have not yet become effective, the constituent organizations, in the case of abandonment under subdivision 1, clause (a), the constituent organizations or any one of them, in the case of abandonment under subdivision 1, clause (b), or the abandoning organization in the case of abandonment under subdivision 2, shall file with the secretary of state articles of abandonment that contain:
(a) the names of the constituent organizations;
(b) the provision of this section under which the plan is abandoned; and
(c) if the plan is abandoned under subdivision 2, the text of the resolution abandoning the plan.
306.85 APPLICATION.
Sections 306.76 to 306.85 apply to cemetery associations mentioned in section 306.76 maintaining those cemeteries in cities existing under a charter framed under the Minnesota Constitution. The governing body of a corporate public cemetery association wishing to avail itself of the benefits of sections 306.76 to 306.85 may do so by adoption of a resolution by a two-thirds vote of the governing board. Sections 306.76 to 306.85 do not apply to cemeteries established by religious corporations, nor to private cemetery associations.
302A.641 EFFECTIVE DATE OR TIME OF MERGER OR EXCHANGE; EFFECT.
A merger or exchange is effective when the articles of merger or exchange are filed with the secretary of state or on a later date or at a later time specified in the articles of merger or exchange.
When a merger becomes effective:
(a) the constituent organizations become a single entity, the surviving corporation or surviving limited liability company, as the case may be;
(b) the separate existence of all constituent organizations except the surviving organization ceases;
(c) if the surviving organization is a corporation, the surviving corporation has all the rights, privileges, immunities, and powers, and is subject to all the duties and liabilities, of a corporation incorporated under this chapter;
(d) the surviving organization, whether a corporation, foreign corporation, or domestic or foreign limited liability company, possesses all the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the constituent organizations. All property, real, personal, and mixed, and all debts due on any account, including subscriptions to shares, and all other choses in action, and every other interest of or belonging to or due to each of the constituent organizations vests in the surviving organization without any further act or deed. Confirmatory deeds, assignments, or similar instruments to accomplish that vesting may be signed and delivered at any time in the name of a constituent organization by its current officers or managers, as the case may be, or, if the organization no longer exists, by its last officers or managers, as the case may be. The title to any real, personal, or mixed property or any interest in real, personal, or mixed property vested in any of the constituent organizations does not revert nor in any way become impaired by reason of the merger;
(e) the surviving organization is responsible and liable for all the liabilities and obligations of each of the constituent organizations. A claim of or against or a pending proceeding by or against a constituent organization may be prosecuted as if the merger had not taken place, or the surviving organization may be substituted in the place of the constituent organization. Neither the rights of creditors nor any liens upon the property of a constituent organization are impaired by the merger; and
(f) the articles of the surviving organization are deemed to be amended to the extent that changes in its articles, if any, are contained in the plan of merger.
When a merger or exchange becomes effective, the shares of the corporation or corporations to be converted or exchanged under the terms of the plan cease to exist in the case of a merger, or are deemed to be exchanged in the case of an exchange. The holders of those shares are entitled only to the securities, money, or other property into which those shares have been converted or for which those shares have been exchanged in accordance with the plan, subject to any dissenter's rights under section 302A.471.
306.88 ACQUISITION OF CEMETERY.
A lodge, order, or association of a purely religious, charitable, or benevolent description, may acquire the cemetery property of the cemetery association by gift or purchase and maintain and enlarge it if it: (1) does not operate for purposes of profit; (2) is exempt from chapter 64B under section 64B.38; (3) has been organized under state law; (4) has been in existence for 20 years; (5) one of its purposes under its charter is to provide free burial ground for its members and their families; and (6) all of its members are also members of a cemetery association by virtue of a specific provision in the charter of the association and the provision has been in effect for 15 years before enactment of this section. The cemetery association may convey to the lodge, order, or association any cemetery land or property.
A lodge, order, or association that acquires cemetery land under this section in a county with a population of 600,000 or more and maintains the land for cemetery purposes may also acquire by gift or purchase the cemetery land or any part of it owned by a public or other cemetery association that is adjacent to the land maintained for cemetery purposes or is separated from it by a public highway or street. A public or other cemetery association owning the land may convey it or any part of it to the previously described lodge, order, or association by deed, in accordance with authorization by its board of directors or trustees. Sections 306.76 to 306.85 do not apply to the proceeds of the sale. On acquisition, the lodge, order, or association succeeds to all the rights to maintain and use the other land for cemetery purposes as were possessed by the public or other cemetery association from which the land was acquired.
Sections 306.10 and 306.76 to 306.85 do not apply to lodges, orders, or associations acquiring, maintaining, or enlarging cemeteries as authorized by this section. Section 306.14 applies to land or property acquired or maintained by the lodge, order, or association for cemetery purposes. Sections 307.01 to 307.10, in so far as they relate to cemeteries owned or managed by religious corporations, also apply to cemeteries acquired, owned, and managed by the lodge, order, or association under this section.
306.93 CERTIFIED LETTER.
Any person, firm, partnership, association, or corporation which is subject to section 306.761 is required to file, by March 31 if operating on a calendar year basis and by 90 days after the end of the fiscal year if operating on a fiscal year basis, either its independently audited financial statement or a certified letter prepared by a certified public accountant which reviews the permanent care and improvement fund and construction performance bond of the cemetery, mausoleum, or columbarium. The letter or audited financial statement must, at a minimum, review whether the amounts in the entity's permanent care and improvement fund and construction performance bond comply with the requirements of this chapter. The independently audited financial statement or the certified letter must be filed with the county auditor of the county in which the cemetery, mausoleum, or columbarium is situated. There shall be paid to the county auditor a filing fee of $15 for each certified letter or independently audited financial statement.
Any person, firm, partnership, association, or corporation knowingly violating the provisions of this section shall be guilty of a misdemeanor and for a second offense shall be guilty of a gross misdemeanor.
306.90 CONSTRUCTION PERFORMANCE BOND.
Any person, firm, partnership, association, or corporation selling burial space in a mausoleum or columbarium before the mausoleum or columbarium is completed and usable shall obtain a performance bond in an amount sufficient to cover all construction costs associated with building the mausoleum or columbarium as promised at the time of sale. The bond shall be executed by an insurance company authorized to do business in Minnesota which has sufficient net worth to satisfy the amount of the bond and which has given consent to be sued in Minnesota.
The bond shall be in favor of the state for the benefit of any purchaser who suffers a loss due to failure of the seller to deliver the promised structure. Any person claiming against the bond may file a claim with the surety, and if the claim is not paid, may maintain an action based on the bond and recover against the surety. The attorney general may file a claim with the surety on behalf of any purchaser. The surety shall pay the amount of the claims to the attorney general for distribution to the claimants entitled to restitution and shall be relieved of liability to that extent. If the claim is not paid, the attorney general may maintain an action against the surety on behalf of the claimants.
The aggregate liability of the surety to all persons buying space in the mausoleum or columbarium shall not exceed the amount of the bond.
Any person, firm, partnership, association, or corporation selling burial space in a mausoleum or columbarium before the mausoleum or columbarium is completed and usable shall file a copy of the performance bond with the county auditor of the county in which the mausoleum or columbarium will be built 30 days before the entity may sell space and begin construction. There shall be paid to the county auditor a filing fee of $15 for each copy of the bond.
Any person, firm, partnership, association, or corporation which has begun selling burial space in a mausoleum or columbarium before the mausoleum or columbarium is complete and usable as promised at time of sale, and before August 1, 1988, shall file a copy of the performance bond 30 days after August 1, 1988, or cease all sales. The performance bond must meet the criteria in this section except that if the structure is partially completed, the bond must cover only the remaining construction costs necessary to complete the structure as promised at time of sale. There shall be paid to the county auditor a filing fee of $15 for each copy of the bond.
This section shall not apply to cemeteries, mausoleums, or columbariums owned and operated by a municipality, church, religious corporation, or religious association.
Any person, firm, partnership, association, or corporation knowingly violating the provisions of this section shall be guilty of a misdemeanor and for a second offense shall be guilty of a gross misdemeanor.
302A.651 MERGER OR EXCHANGE WITH FOREIGN CORPORATION OR LIMITED LIABILITY COMPANY.
A domestic corporation may merge with, including a merger pursuant to section 302A.621, or participate in an exchange with a foreign corporation or limited liability company by following the procedures set forth in this section, if:
(1) with respect to a merger, the merger is permitted by the laws of the jurisdiction under which the foreign corporation or limited liability company is incorporated or organized; and
(2) with respect to an exchange, the corporation whose shares will be acquired is a domestic corporation, whether or not the exchange is permitted by the laws of the jurisdiction under which the foreign corporation or limited liability company is incorporated or organized.
Each domestic corporation shall comply with the provisions of sections 302A.601 to 302A.651 with respect to the merger or exchange of shares of corporations and each foreign corporation or limited liability company shall comply with the applicable provisions of the laws under which it was incorporated or organized or by which it is governed.
If the surviving organization in a merger will be a domestic corporation, it shall comply with all the provisions of this chapter.
If the surviving organization in a merger will be a foreign corporation or limited liability company and will transact business in this state, it shall comply with the provisions of chapter 303 with respect to foreign corporations or chapter 322C with respect to foreign limited liability companies. In every case the surviving organization shall file with the secretary of state:
(a) an agreement that it may be served with process in this state in a proceeding for the enforcement of an obligation of a constituent organization and in a proceeding for the enforcement of the rights of a dissenting shareholder of a constituent corporation against the surviving organization;
(b) an irrevocable appointment of the secretary of state as its agent to accept service of process in any proceeding as provided in section 5.25, and an address to which process may be forwarded; and
(c) an agreement that it will promptly pay to the dissenting shareholders of each domestic constituent corporation the amount, if any, to which they are entitled under section 302A.473.
306.95 DUTIES OF THE COUNTY AUDITOR.
Any county auditor finding evidence of violations of this chapter when reviewing reports or bonds filed by any person, firm, partnership, association, or corporation operating a cemetery, mausoleum, or columbarium must notify the county attorney in a timely manner of such finding.
Every county auditor must file an annual letter by May 31 with the county attorney disclosing whether the county auditor has detected any indications of violations of this chapter in the reports or bonds which were filed or should have been filed. If the county auditor has not detected from the information supplied to the county auditor any such indications, that fact must be reported to the county attorney in the annual letter.
306.99 WINTER BURIALS.
Each municipal, town, or other cemetery governed by this chapter or other law shall, so far as possible, provide for burials at all times of year including winter. A cemetery may make an additional charge for the actual cost of a burial during difficult weather.
302A.675 TAKEOVER OFFER; FAIR PRICE.
An offeror may not acquire shares of a publicly held corporation within two years following the last purchase of shares pursuant to a takeover offer with respect to that class, including, but not limited to, acquisitions made by purchase, exchange, merger, consolidation, partial or complete liquidation, redemption, reverse stock split, recapitalization, reorganization, or any other similar transaction, unless the shareholder is afforded, at the time of the proposed acquisition, a reasonable opportunity to dispose of the shares to the offeror upon substantially equivalent terms as those provided in the earlier takeover offer.
Subdivision 1 does not apply if the proposed acquisition of shares is approved, before the purchase of any shares by the offeror pursuant to the earlier takeover offer, by a committee of the board, comprised solely of directors who:
(1) neither are officers or employees of, nor were during the five years preceding the formation of the committee officers or employees of, the corporation or a related organization;
(2) are neither the offerors nor affiliates or associates of the offeror;
(3) were not nominated for election as directors by the offeror or an affiliate or associate of the offeror; and
(4) were directors at the time of the first public announcement of the takeover offer or were nominated, elected, or recommended for election as directors by a majority of the directors.
302A.682 CONVERSION.
Pursuant to this section, sections 302A.684 to 302A.692, and a plan of conversion, another organization may convert to a domestic corporation, and a domestic corporation may convert to another organization if:
(1) the other organization's governing statute authorizes the conversion;
(2) the conversion is not prohibited by other law of this state or the law of the jurisdiction that enacted the other organization's governing statute; and
(3) the other organization complies with its governing statute in effecting the conversion.
A plan of conversion must include:
(1) the name and form of the organization and the jurisdiction of the organization's governing statute before conversion;
(2) the name and form of the organization and the jurisdiction of the organization's governing statute after conversion;
(3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and
(4) the organizational documents of the converted organization as they are to be in effect upon completion of the conversion.
A conversion conducted pursuant to this section and sections 302A.684 to 302A.692 may result in a change in the jurisdiction in which the converted organization was domiciled before the conversion.