piers109uk/MN-Statutes huggingface dataset:
304A.201 STANDARD OF CONDUCT FOR DIRECTORS.
In discharging the duties of the position of director of a general benefit corporation, a director:
(1) shall consider the effects of any proposed, contemplated, or actual conduct on:
(i) the general benefit corporation's ability to pursue general public benefit;
(ii) if the articles also state a specific public benefit purpose, the general benefit corporation's ability to pursue its specific public benefit; and
(iii) the interests of the constituencies stated in section 302A.251, subdivision 5, including the pecuniary interests of its shareholders; and
(2) may not give regular, presumptive, or permanent priority to:
(i) the pecuniary interests of the shareholders; or
(ii) any other interest or consideration unless the articles identify the interest or consideration as having priority.
In discharging the duties of the position of director of a specific benefit corporation, a director:
(1) shall consider the effects of any proposed, contemplated, or actual conduct on:
(i) the pecuniary interest of its shareholders; and
(ii) the specific benefit corporation's ability to pursue its specific public benefit purpose;
(2) may consider the interests of the constituencies stated in section 302A.251, subdivision 5; and
(3) may not give regular, presumptive, or permanent priority to:
(i) the pecuniary interests of the shareholders; or
(ii) any other interest or consideration unless the articles identify the interest or consideration as having priority.
A director who performs the duties of a director stated in subdivisions 1 and 2 is not liable by reason of being or having been a director of a public benefit corporation.
The conduct and liability of a director of a public benefit corporation is subject to section 302A.251, subdivisions 1, 2, 3, and 4.
The articles of a public benefit corporation may include a provision that any disinterested failure to satisfy subdivision 1 or 2 of this section shall not, for purposes of this section or section 302A.251, subdivision 4, constitute a breach of the duty of loyalty.
303.10 OFFICE AND AGENT.
Every non-Minnesota corporation shall have a registered office and shall have a registered agent, and may change its registered office or change its registered agent, and the agent may resign or change its business address or name, in the manner prescribed by section 5.36.
303.09 POWERS SAME AS DOMESTIC CORPORATION.
After the issuance of a certificate of authority by the secretary of state and until cancellation or revocation thereof or issuance of a certificate of withdrawal, the corporation shall possess within this state the same rights and privileges that a domestic corporation would possess if organized for the purposes set forth in the articles of incorporation of such foreign corporation pursuant to which its certificate of authority is issued, and shall be subject to the laws of this state.
306.06 CONVEYANCE OF CERTAIN LANDS TO CEMETERY ASSOCIATIONS.
When land located within a town or statutory city has before 1870 been devoted to and used by the public without restriction as a cemetery, the governing body of the town or city where the land is located may convey the land to a cemetery association organized to acquire the land for cemetery purposes. The governing body may decide the terms of the conveyance.
308C.201 ORGANIZATIONAL PURPOSE.
A cooperative may be formed and organized on a cooperative basis and plan under this chapter:
(1) to provide housing on a nonprofit and cooperative basis to older persons in accordance with the provisions of this chapter, the Fair Housing Act, Title VIII of the Civil Rights Act of 1968, as amended; United States Code, title 42, chapter 3607, section 807(a)(b)(1)(2), and the rules and regulations of the United States Department of Housing and Urban Development applicable with respect to housing for older persons contained in Code of Federal Regulations, title 24, subtitle B, chapter I, subpart E, sections 100.300-308;
(2) to provide on a nonprofit and cooperative basis residential housing either through ownership, leasing, or a combination of both and the social, recreational, commercial, and communal facilities necessary to serve and improve the residential housing; or
(3) to establish a limited equity cooperative that provides on a nonprofit and cooperative basis residential housing to its members that: (i) limits the appreciation and value of a membership interest to a formula price set forth in the bylaws that is defined as the transfer value herein, and (ii) sets limits on the extent to which a member may transfer a membership interest and provides for a right of first refusal to purchase the interest in favor of the cooperative.
304A.202 RIGHT OF ACTION.
(a) No person other than a shareholder may assert a claim under this chapter or chapter 302A against a public benefit corporation, its directors, or its officers on account of the public benefit corporation's director's or officer's failure to pursue or create general public benefit or a specific public benefit.
(b) A public benefit corporation is not liable for monetary damages under this chapter for any failure of the public benefit corporation to pursue or create general public benefit or a specific public benefit.
In addition to the grounds for relief stated in section 302A.751, subdivision 1, paragraph (b), a court may grant relief under this chapter when:
(1) directors or those in control of a public benefit corporation have breached the duties stated in section 304A.201 to a substantial extent and in a sustained manner; or
(2) the public benefit corporation has for an unreasonably long period of time failed to pursue:
(i) in the case of a general benefit corporation:
(A) general public benefit; or
(B) any specific public benefit purpose stated in its articles; and
(ii) in the case of a specific benefit corporation, any specific public benefit purpose stated in its articles.
(a) In an action under this chapter, in addition to granting any other equitable relief the court deems just and reasonable in the circumstances, the court may:
(1) order the public benefit corporation to terminate its status as a public benefit corporation pursuant to section 304A.103, subdivision 1;
(2) remove one or more directors from the public benefit corporation's board of directors and determine whether the vacancy will be filled:
(i) as provided in section 302A.225; or
(ii) by court appointment, with the appointee to serve only until a qualified successor is elected by the shareholders at the next regular or special meeting of the shareholders;
(3) appoint a receiver of the public benefit corporation to:
(i) wind up and liquidate the activities and business of the public benefit corporation; or
(ii) carry on the business and activities of the public benefit corporation in a manner consistent with this chapter.
(b) Paragraph (a) does not imply any limitations on the relief available in a proceeding brought under section 302A.751 without reference to this chapter.
308A.101 ORGANIZATIONAL PURPOSE.
A cooperative may be formed and incorporated on a cooperative plan for the purpose of conducting an agricultural, dairy, marketing, transportation, warehousing, commission, contracting, building, mining, telephone, manufacturing, mechanical, mercantile, electrical, heat, light, or power business, or for any combination of these purposes or for any other lawful purpose.
An electric cooperative may only be formed by cooperatives engaged in the generation, transmission, and distribution of electric energy for the purpose of financing, or refinancing, the construction, improvement, expansion, acquisition, and operation of electric generating plants and electric transmission and distribution lines, systems, facilities and equipment and related facilities of its members.
A water quality cooperative may only be formed by a cooperative engaged in furnishing potable water or water quality treatment and management services, as defined in section 115.58, subdivision 1, paragraph (e), for the purpose of financing or refinancing the construction, improvement, expansion, acquisition, operation, and maintenance of treatment works, sewage systems, storm sewer facilities, water pipelines, and related facilities of its members.
308B.152 FOREIGN COOPERATIVES; SECTIONS APPLICABLE.
Except for this section, this chapter does not apply to foreign cooperatives.
(a) Except as provided in paragraph (b), a foreign cooperative is subject to chapter 303. Unless it complies with chapter 303, a foreign cooperative may not transact business in this state.
(b) Sections 303.05, 303.07, and 303.115 do not apply to foreign cooperatives.
308A.032 FOREIGN COOPERATIVES; SECTIONS APPLICABLE.
Except for this section, this chapter does not apply to foreign cooperatives.
(a) Except as provided in paragraph (b), a foreign cooperative is subject to chapter 303. Unless it complies with chapter 303, a foreign cooperative may not transact business in this state.
(b) Sections 303.05, 303.07, and 303.115 do not apply to foreign cooperatives.
308C.121 ANNUAL RENEWAL.
A cooperative governed by this chapter must file an annual renewal with the secretary of state in each calendar year following the calendar year in which the cooperative was incorporated. The secretary of state may send annually to the cooperative, using the information provided by the cooperative pursuant to section 5.002 or 5.34 or the articles of incorporation, a notice announcing the need to file the annual renewal, informing the cooperative that the annual renewal may be filed online and that paper filings may also be made, and informing the cooperative that failing to file the annual renewal will result in an administrative dissolution of the cooperative.
In each calendar year in which a renewal is to be filed, a cooperative must file with the secretary of state an annual renewal by December 31 of that calendar year containing the items required by section 5.34.
The information required by subdivision 2 is public data.
(a) A cooperative that has failed to file a renewal pursuant to the requirements of this section by December 31 of the calendar year for which the renewal is required must be dissolved by the secretary of state as described in paragraph (b).
(b) If the cooperative has not filed the renewal by December 31 of that calendar year, the secretary of state must issue a certificate of involuntary dissolution, and the certificate must be filed with the secretary of state. The secretary of state must make available in an electronic format the names of the dissolved cooperatives. A cooperative dissolved in this manner is not entitled to the benefits of section 308C.975.
A cooperative may retroactively reinstate its existence by filing a single annual renewal and paying a $25 fee. Filing the annual renewal with the secretary of state:
(1) returns the cooperative to active status as of the date of the dissolution;
(2) validates contracts or other acts within the authority of the articles, and the cooperative is liable for those contracts or acts; and
(3) restores to the cooperative all assets and rights of the cooperative and its shareholders or members to the extent that assets or rights were held by the cooperative and its shareholders or members before the dissolution occurred, except to the extent that assets or rights were affected by acts occurring after the dissolution or sold or otherwise distributed after that time.
307.082 CIVIL ACTIONS.
An action under this section may be maintained by the attorney general; a state agency or political subdivision; an individual residing within this state; or a partnership, corporation, association, company, or other entity with shareholders, members, partners, or employees residing within this state.
A person or entity listed in subdivision 1 may maintain a civil action seeking a temporary or permanent injunction, damages, or other appropriate relief against a person who is alleged to have committed a violation of section 307.08, subdivision 2. The action must be brought within two years after the alleged violation is discovered and reported to the state archaeologist or the Indian affairs council. The action must be filed in either the district court of the county in which the subject burial ground is located or in which the defendant resides.
306.07 FRATERNAL CORPORATIONS TO TRANSFER LANDS FOR CEMETERY PURPOSES.
A fraternal corporation organized under state law that acquired land upon which it established a cemetery before 1885 and that operated a cemetery after that date may convey to a corporation incorporated under state law to operate a public cemetery, any part of the cemetery that the corporation has not conveyed to individuals to be used for the burial of the dead. The corporation may also convey all its interest in any part of the cemetery that has previously been conveyed by the public cemetery association, without ownership or control of it, to individuals to be used for the burial of the dead.
308B.201 ORGANIZATIONAL PURPOSE.
A cooperative may be formed and organized on a cooperative plan for any lawful purpose, including:
(1) to market, process, or otherwise change the form or marketability of products, including crops, livestock, and other agricultural products, the manufacturing and further processing of those products, other purposes that are necessary or convenient to facilitate the production or marketing of products by patron members and others, and other purposes that are related to the business of the cooperative;
(2) to provide products, supplies, and services to its members; and
(3) for any other purposes that cooperatives are authorized to perform by law.
303.11 NOTICE OF NAME CHANGES, WHERE FILED.
Each foreign corporation authorized to transact business in this state, shall, whenever it changes its name, dissolves, or merges, certify to the secretary of state that the foreign corporation has changed its name, dissolved, or merged and is listing its new status and name.
306.08 LANDS TO BE SUBJECT TO RULES OF CEMETERY ASSOCIATIONS.
A conveyance by a fraternal corporation may transfer all right, title, and control in the acquired land that is devoted to cemetery purposes. Upon transfer, the public cemetery association to which the conveyance is made acquires and may exercise all of the rights, privileges, and control that the fraternal corporation previously had, and the cemetery and all premises constituting it are subject to the rules of the cemetery association.
308C.205 ORGANIZERS.
A cooperative may be organized by one or more organizers who shall be adult natural persons and who may act for themselves as individuals or as agents of other entities.
307.09 EXEMPTIONS.
All lands, not exceeding 100 acres in extent, and in the case of cemeteries owned and managed by religious corporations, or corporations solely owned and controlled by and in the interest of any religious denomination, 300 acres in extent, so laid out and dedicated as a private cemetery, shall be exempt from public taxes and assessments, and shall not be liable to levy and sale on execution, or to be applied in payment of the debts of any owner thereof, so long as the same remains appropriated to the use of a cemetery; and no road or street shall be laid through the same without the consent of the owners.
Nothing contained in subdivision 1 shall be construed to exempt cemetery property owned or leased by any corporation, association, partnership, proprietorship or any other organization from any special assessment unless such corporation, association, partnership, proprietorship or other organization
(a) was formed for a purpose not involving pecuniary gain to its shareholders or members; and
(b) pays no dividends or other pecuniary remuneration directly or indirectly to its shareholders or members as such.
307.10 VACATION; CHANGE OF NAME.
Upon application of the owners of such cemetery, the district court of the county in which it is situate may alter or vacate the same, or any part thereof, as in the case of town plats. Upon like application, and upon such notice as the court may direct, it may change the name of such cemetery.
308B.205 ORGANIZERS.
A cooperative may be organized by one or more organizers who shall be adult natural persons, and who may act for themselves as individuals or as the agents of other entities. The organizers forming the cooperative need not be members of the cooperative.
If the first board is not named in the articles of organization, the organizers may elect the first board or may act as directors with all of the powers, rights, duties, and liabilities of directors, until directors are elected or until a contribution is accepted, whichever occurs first.
After the filing of articles of organization, the organizers or the directors named in the articles of organization shall either hold an organizational meeting at the call of a majority of the organizers or of the directors named in the articles, or take written action for the purposes of transacting business and taking actions necessary or appropriate to complete the organization of the cooperative, including, without limitations, amending the articles, electing directors; adopting bylaws, adopting banking resolutions, authorizing or ratifying the purchase, lease, or other acquisition of suitable space, furniture, furnishings, supplies, and materials; adopting a fiscal year for the cooperative; contracting to receive and accept contributions; and making any appropriate tax elections. If a meeting is held, the person or persons calling the meeting shall give at least three days' notice of the meeting to each organizer or director named, stating the date, time, and place of the meeting. Organizers and directors may waive notice of an organizational meeting in the same manner that a director may waive notice of meetings of the board.
308A.105 INCORPORATORS.
A cooperative may be organized by one or more incorporators, who may act for themselves as individuals or as the agents of other cooperatives or associations.
302A.117 RESERVED NAME.
The exclusive right to the use of a corporate name otherwise permitted by section 302A.115 may be reserved by:
(a) a person doing business in this state under that name;
(b) a person intending to incorporate under this chapter;
(c) a domestic corporation intending to change its name;
(d) a foreign corporation intending to make application for a certificate of authority to transact business in this state;
(e) a foreign corporation authorized to transact business in this state and intending to change its name;
(f) a person intending to incorporate a foreign corporation and intending to have the foreign corporation make application for a certificate of authority to transact business in this state; or
(g) a foreign corporation doing business under that name or a name not distinguishable from that name in one or more states other than this state and not described in clause (d), (e), or (f).
The reservation shall be made by filing with the secretary of state a request that the name be reserved. If the name is available for use by the applicant, the secretary of state shall reserve the name for the exclusive use of the applicant for a period of 12 months. The reservation may be renewed for successive 12-month periods.
The right to the exclusive use of a corporate name reserved pursuant to this section may be transferred to another person by or on behalf of the applicant for whom the name was reserved by filing with the secretary of state a notice of the transfer and specifying the name and address of the transferee.
308A.121 COOPERATIVE NAME.
The name of a cooperative must distinguish the cooperative upon the records in the Office of the Secretary of State from the name of a domestic corporation, whether profit or nonprofit, or a limited partnership, or a foreign corporation or a limited partnership, whether profit or nonprofit, a limited liability company, whether domestic or foreign, a limited liability partnership, whether domestic or foreign, on file, authorized or registered to do business in this state at the time of filing or a name the right to which is, at the time of incorporation, reserved or provided for in sections 5.35, 302A.117, 317A.117, 321.0109, 322C.0109, or 333.001 to 333.54.
The cooperative name shall be reserved for the cooperative during its corporate existence.
[Repealed, 2008 c 203 s 14]
308B.211 COOPERATIVE NAME.
The name of a cooperative shall distinguish the cooperative upon the records in the Office of the Secretary of State from the name of a domestic business entity or a foreign business entity, on file, authorized or registered to do business in this state at the time of filing, or a name the right to which is, at the time of organization, reserved or provided for by law.
The cooperative name shall be reserved for the cooperative during its existence.
308C.211 COOPERATIVE NAME.
The name of a cooperative shall distinguish the cooperative upon the records in the Office of the Secretary of State from the name of a domestic business entity or a foreign business entity, authorized or registered to do business in this state, or a name the right to which is, at the time of organization, reserved or provided by law.
The cooperative name shall be reserved for the cooperative during its existence.
303.115 FOREIGN PROFESSIONAL FIRM FILINGS.
When a foreign corporation uses chapter 319B to elect professional firm status, rescind that status, or change the specification of professional services required under section 319B.04, the foreign corporation must file with the secretary of state a notice which:
(1) states the election, rescission, or change in specification;
(2) had been approved in accordance with the foreign corporation's generally applicable governing law, as that term is defined in section 319B.02, subdivision 8; and
(3) has been signed on behalf of the foreign corporation.
306.09 SALE OF LOTS.
After the filing of a map under section 306.05 the trustees may sell and convey the lots designated on the map upon terms and conditions as they determine. Every conveyance of a lot must be expressly for burial purposes and no other and must be in the corporate name of the association and signed by its president or vice-president and by its treasurer or secretary.
307.11 ABANDONED LOTS; RECOVERY.
Sections 306.21; 306.22; 306.23; 306.24 and 306.241 apply to private cemeteries subject to the provisions of this chapter.
308A.125 STOCK AND NONSTOCK ORGANIZATION.
Cooperatives organized on a capital stock basis may be organized and have the same powers and authority as cooperatives organized without capital stock on a membership basis.
A cooperative is organized on a capital stock basis if holding shares of common stock entitles the holder of the stock to vote.
(a) The articles of a nonstock cooperative must contain the provisions required in the articles of a cooperative organized on a capital stock basis if the provisions are applicable to a cooperative organized upon a membership basis.
(b) Except for cooperatives constituted partially or entirely of other cooperatives, a member of a cooperative organized on a membership basis may not have more than one vote, and a membership is transferable only with the consent and approval of the board.
302A.121 REGISTERED OFFICE; REGISTERED AGENT.
Every corporation shall have a registered office, and may have a registered agent, in the manner prescribed by section 5.36.
308B.215 ARTICLES OF ORGANIZATION.
(a) The articles of the cooperative shall include:
(1) the name of the cooperative;
(2) the purpose of the cooperative;
(3) the name and address of each organizer;
(4) the period of duration for the cooperative, if the duration is not to be perpetual;
(5) the name of the registered agent, if any; and
(6) the address of the registered office.
(b) The articles may contain any other lawful provision.
(c) The articles shall be signed by the organizers.
The original articles shall be filed with the secretary of state. The fee for filing the articles with the secretary of state is $60.
When the articles have been filed with the secretary of state and the required fee has been paid to the secretary of state, it shall be presumed that:
(1) all conditions precedent that are required to be performed by the organizers have been complied with;
(2) the organization of the cooperative has been chartered by the state as a separate legal entity; and
(3) the secretary of state shall issue a certificate of organization to the cooperative.
308C.215 ARTICLES OF ORGANIZATION.
(a) The articles of the cooperative shall include:
(1) the name of the cooperative;
(2) the organizational purpose of the cooperative in accordance with this chapter;
(3) the name and address of each organizer;
(4) the period of duration for the cooperative, if the duration is not to be perpetual;
(5) the name and address of the registered agent, if any; and
(6) the address of the registered office.
(b) The articles of the cooperative may include:
(1) a statement that assessments to members collected annually for common expenses in excess of common expenses shall be refunded annually on the basis of patronage, which may, upon resolution of the board of directors, be credited to the following year's assessments; and
(2) if the cooperative is to be organized as a limited equity cooperative, the requirements set forth in section 308C.312.
(c) The articles may contain any other lawful provision.
(d) The articles shall be signed by each organizer.
The original articles shall be filed with the secretary of state. The basic fee for filing the articles with the secretary of state is $60.
When the articles have been filed with the secretary of state and the required fee has been paid to the secretary of state, it shall be presumed that:
(1) all conditions precedent that are required to be performed by the organizers have been complied with;
(2) the incorporation of the cooperative has been chartered by the state as a separate legal entity; and
(3) the secretary of state shall issue a certificate of organization to the cooperative.
306.10 USE OF FUNDS; GRANTS IN TRUST.
Proceeds from the sales of lots and personal property not invested as hereinafter provided shall be applied solely to pay debts incurred in purchasing cemetery grounds and property, to fence, improve, and beautify the grounds and the avenues leading to the grounds, and to defray the necessary expenses of their management and care. Real or personal property given to an association to maintain a monument or to keep or improve grounds within the cemetery must always be applied to the uses for which the property was given.
302A.133 PROCEDURE FOR AMENDMENT WHEN NO SHARES ARE OUTSTANDING.
Before the issuance of shares by a corporation, the articles may be amended pursuant to section 302A.171 by the incorporators or by the board. The articles may also be amended by the board to change or cancel a statement pursuant to section 302A.401, subdivision 3, establishing or fixing the rights and preferences of a class or series of shares before the issuance of any shares of that class or series or at any subsequent time that no shares of that class or series are outstanding by filing articles of amendment or a statement of cancellation, as appropriate, with the secretary of state. If a statement filed pursuant to section 302A.401, subdivision 3, is canceled, the shares of the class and series originally covered by the statement have the status of authorized but unissued, undesignated shares, unless the articles otherwise provide. If the articles provide that the canceled shares may not be reissued, the statement of cancellation must include the information specified by section 302A.553, subdivision 2.
303.14 ANNUAL RENEWAL.
Each calendar year beginning in the calendar year following the calendar year in which a corporation receives a certificate of authority to do business in Minnesota, the secretary of state may send to the corporation, using the information provided by the corporation pursuant to section 5.002 or 5.34 or the application for certificate of authority, a notice announcing the need to file the annual renewal and informing the corporation that the annual renewal may be filed online and that paper filings may also be made, and informing the corporation that failing to file the annual renewal will result in an administrative dissolution or revocation of certificate of authority to do business in Minnesota.
The corporation will submit a $115 fee with the annual renewal and will set forth on the form the items required by section 5.34.
[Repealed, 3Sp1981 c 2 art 1 s 75]
[Repealed, 2000 c 395 s 23]
[Repealed, 2000 c 395 s 23]
[Repealed, 2000 c 395 s 23]
306.111 VACANCIES AMONG ASSOCIATES, PROCEDURE FOR FILLING.
An incorporated public cemetery association without capital stock, organized under state law, which has acquired a burial site and sold lots in it and for which a majority of the associates of the corporation are deceased or have for three years or more not acted as associates, may by a meeting of the lot owners of the cemetery fill the vacancies among the associates.
Three or more lot owners of the cemetery may mail notice to all the lot owners known to them or whose addresses appear in the cemetery records that a meeting of the lot owners will be held not less than 14 days after the mailing at a time and place to be fixed by them and designated in the notice, in the county where the cemetery is located, for the purpose of filling the vacancies among the associates.
The meeting must be held at the time and place provided in the notice. An owner of one or more lots in the cemetery may attend in person or by proxy and is entitled to one vote at that and all subsequent meetings of the lot owners. The meeting may be called to order by any lot owner and shall be organized by choosing in the usual manner a chair and a secretary. The meeting must then proceed to fill the vacancies among the associates. A voice vote must be used unless otherwise ordered by those present at the meeting. A majority of the lot owners voting at the meeting shall elect.
The chair and the secretary of the meeting shall, within five days after the meeting is held, prepare a certificate that recites the facts required by subdivision 1. It must also state that the meeting was held, giving the names of the chair and the secretary and the names of the lot owners present and voting. However, if more than ten are present and voting, the names of ten of the voters are sufficient, but in that case the number of lot owners present and voting must be stated. The certificate must also give the names of the persons elected as associates. The certificate must be recorded at length in the office of the county recorder in the county where the cemetery is located. The certificate or the record of it is prima facie evidence of all the facts stated in it that are required to be stated.
The associates elected at the meeting of the lot owners shall exercise the powers of associates provided by law and the articles of incorporation of the association, and fill any vacancy in the board of directors or trustees of the association.
308C.235 EXISTENCE.
The existence of a cooperative shall commence when the articles are filed with the secretary of state.
A cooperative shall have a perpetual duration unless the cooperative provides for a limited period of duration in the articles.
308B.231 CURATIVE FILING.
If the secretary of state determines that a filing has been made in error by the cooperative, the secretary of state may revoke and expunge the erroneous filing and authorize a curative document to be filed. A filing fee of $500 shall be charged for any such revocation or expungement and subsequent curative filing.
306.12 ACTION FOR DAMAGES.
Every such cemetery association may recover, in its own name, all damages resulting from injury to or destruction of any stone, monument, building, fence, railing, or other work for protection or ornament, or any tree, shrub, or plant within the limits of the cemetery.
308A.141 AMENDMENT OF ARTICLES TO BE GOVERNED BY THIS CHAPTER.
A corporation or association organized and doing business under other statutes of this state or under the laws of other states that has conducted business on a cooperative plan may become subject to this chapter by amending its articles of incorporation to conform to the requirements of this chapter.
(a) A corporation or association organized under statutes of this state may amend its articles of incorporation in the manner provided under the statute that it is governed by for the adoption of amendments.
(b) A corporation or association organized under laws of other states shall amend its articles of incorporation in the manner required by the laws of the state where it was incorporated. After the articles of incorporation are amended, the corporation or association shall file a certified copy of the articles of incorporation and amendments with the secretary of state with the fees and requirements prescribed for filing articles. After filing, the corporation or association is a cooperative in this state and subject to the provisions of this chapter.
308B.235 EXISTENCE.
The existence of a cooperative shall commence when the articles are filed with the secretary of state.
A cooperative shall have a perpetual duration unless the cooperative provides for a limited period of duration in the articles.
302A.137 CLASS OR SERIES VOTING ON AMENDMENTS.
Except as provided in subdivision 2, the holders of the outstanding shares of a class or series are entitled to vote as a class or series upon a proposed amendment, whether or not entitled to vote thereon by the provisions of the articles, if the amendment would:
(a) effect an exchange, reclassification, or cancellation of all or part of the shares of the class or series, or effect a combination of outstanding shares of a class or series into a lesser number of shares of the class or series where each other class and series is not subject to a similar combination;
(b) effect an exchange, or create a right of exchange, of all or any part of the shares of another class or series for the shares of the class or series;
(c) change the rights or preferences of the shares of the class or series;
(d) create a new class or series of shares having rights and preferences prior and superior to the shares of that class or series, or increase the rights and preferences or the number of authorized shares, of a class or series having rights and preferences prior or superior to the shares of that class or series;
(e) divide the shares of the class into series and determine the designation of each series and the variations in the relative rights and preferences between the shares of each series, or authorize the board to do so;
(f) limit or deny any existing preemptive rights of the shares of the class or series; or
(g) cancel or otherwise affect distributions on the shares of the class or series that have accrued but have not been declared.
The articles may provide that, if a proposed amendment entitling the holders of the outstanding shares of two or more classes or series to vote as separate classes or series under subdivision 1 would affect those classes or series in the same or a substantially similar way, the holders of the outstanding shares of all the classes or series so affected must vote together as a single voting group on the proposed amendment.
303.16 WITHDRAWAL FROM STATE.
If a foreign corporation holding a certificate of authority desires to withdraw, it shall file with the secretary of state an application for withdrawal.
The application for withdrawal shall set forth:
(1) the name of the corporation and the state or country under the laws of which it is organized;
(2) that it has no property located in this state and has ceased to transact business therein;
(3) that its board of directors has duly determined to surrender its authority to transact business in this state;
(4) that it revokes the authority of its registered agent in this state to accept service of process;
(5) the address to which the secretary of state shall mail a copy of any process against the corporation that may be served upon the secretary of state; and
(6) that it will pay to the commissioner of management and budget the amount of any additional license fees properly found by the secretary of state to be then due from such corporation.
The application for withdrawal shall be executed on behalf of the corporation by its president, vice-president, secretary, or assistant secretary, or, if the corporation is in the hands of a receiver or trustee, by such receiver or trustee.
The application for withdrawal shall be delivered to the secretary of state. Upon receiving and examining the same, and upon finding that it conforms to the provisions of this chapter, the secretary of state shall, when all license fees, filing fees, and other charges other than the fee required by section 303.14 have been paid as required by law, file the same and shall issue and record a certificate of withdrawal. Upon the issuance of the certificate, the authority of the corporation to transact business in this state shall cease.
The filing with the secretary of state by the corporation of a certificate of dissolution, or a certificate of merger if the corporation is not the surviving corporation from the proper officer of the state or country under the laws of which the corporation is organized constitutes a valid application of withdrawal and the authority of the corporation to transact business in this state shall cease upon filing of the certificate.
306.14 TAXES; ROADS; SPECIAL ASSESSMENTS.
The lands and property of any such cemetery association are exempt from all public taxes and assessments, and shall not be sold on execution against the association or any lot owner. The owners of cemetery lots, their heirs or legal representatives, may hold the lots exempt from taxation so long as the lots are used for a cemetery. No road or street shall be laid through the cemetery, or any part of the lands of the association without the consent of the trustees.
Subdivision 1 does not exempt cemetery property owned or leased by a corporation, association, partnership, proprietorship, or other organization from any special assessment unless the corporation, association, partnership, proprietorship or other organization:
(1) was formed for a purpose not involving pecuniary gain to its shareholders or members; and
(2) pays no dividends or other pecuniary remuneration directly or indirectly to its shareholders or members as such.
308B.245 COOPERATIVE RECORDS.
(a) A cooperative shall keep as permanent records minutes of all meetings of its members and of the board, a record of all actions taken by the members or the board without a meeting by a written unanimous consent in lieu of a meeting, and a record of all waivers of notices of meetings of the members and of the board.
(b) A cooperative shall maintain appropriate accounting records.
(c) A cooperative shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(d) A cooperative shall keep a copy of each of the following records at its principal office:
(1) its articles and other governing instruments;
(2) its bylaws or other similar instruments;
(3) a record of the names and addresses of its members, in a form that allows preparation of an alphabetical list of members with each member's address;
(4) the minutes of members' meetings, and records of all actions taken by members without a meeting by unanimous written consent in lieu of a meeting, for the past three years;
(5) all written communications within the past three years to members as a group or to any class of members as a group;
(6) a list of the names and business addresses of its current board members and officers;
(7) a copy of its most recent periodic registration delivered to the secretary of state under section 308B.121; and
(8) all financial statements prepared for periods ending during the last fiscal year.
(e) Except as otherwise limited by this chapter, the board of a cooperative shall have discretion to determine what records are appropriate for the purposes of the cooperative, the length of time records are to be retained, and policies relating to the confidentiality, disclosure, inspection, and copying of the records of the cooperative.
302A.141 EFFECT OF AMENDMENT.
An amendment does not affect an existing cause of action in favor of or against the corporation, nor a pending suit to which the corporation is a party, nor the existing rights of persons other than shareholders.
If the corporate name is changed by the amendment, a suit brought by or against the corporation under its former name does not abate for that reason.
When effective under section 302A.153, an amendment restating the articles in their entirety supersedes the original articles and all amendments to the original articles.
306.141 RELOCATION.
A cemetery may not be relocated without the consent of the trustees.
302A.139 ARTICLES OF AMENDMENT.
When an amendment has been adopted, articles of amendment shall be prepared that contain:
(a) the name of the corporation;
(b) the amendment adopted;
(c) with respect to an amendment restating the articles, a statement that the amendment restating the articles correctly sets forth without change the corresponding provisions of the articles as previously amended if the amendment was approved only by the board;
(d) if the amendment provides for but does not establish the manner for effecting an exchange, reclassification, division, combination, or cancellation of issued shares, a statement of the manner in which it will be effected; and
(e) a statement that the amendment has been adopted pursuant to this chapter.
308C.245 COOPERATIVE RECORDS.
(a) A cooperative shall retain as permanent records minutes of all meetings of its members and of all board meetings, a record of all actions taken by the members or the board without a meeting by a written unanimous consent in lieu of a meeting, and a record of all waivers of notices of meetings of the members and of the board.
(b) A cooperative shall maintain appropriate account records.
(c) A cooperative shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(d) A cooperative shall retain a copy of each of the following records at its principal office:
(1) articles and other governing instruments;
(2) bylaws or other similar instruments;
(3) a record of the names and addresses of its members, in a form that allows preparation of an alphabetical list of members with each member's address;
(4) minutes of member meetings, and records of all actions taken by members without a meeting by unanimous written consent in lieu of a meeting, for the prior three years;
(5) all written communications within the prior three years to members as a group;
(6) a list of the names and business addresses of its current board members and officers;
(7) a copy of its most recent periodic registration delivered to the secretary of state under section 308C.121; and
(8) all financial statements prepared for periods ending during the last fiscal year.
(e) Except as otherwise limited by this chapter, the board of a cooperative shall have discretion to determine what records are appropriate for the purposes of the cooperative, the length of time records are to be retained, and policies relating to the confidentiality, disclosure, inspection, and copying of the records of the cooperative.
303.17 LICENSE REVOCATION.
The certificate of authority of a foreign corporation to transact business in this state shall be revoked by the secretary of state if it fails:
(1) to pay any fee due under the provisions of this chapter;
(2) to designate a registered agent when a vacancy occurs in that office, or when the appointed registered agent becomes disqualified or incapacitated;
(3) to file certificates of merger or name change, as required in section 303.11;
(4) to file an annual report; or
(5) to comply with the provisions of Minnesota Statutes 1949, section 303.04, and acts amendatory thereof and supplementary thereto, insofar as it relates to the limits of territory in which a savings association organized under the laws of another state may carry on the business of making real estate mortgages.
On finding that a default has occurred under subdivision 1, clauses (1) to (3) or (5), the secretary of state shall attempt to provide notice to the corporation that the default exists and that its certificate of authority will be revoked unless the default shall be cured within 30 days after the mailing of the notice.
(a) The secretary of state shall revoke the certificate of authority of a corporation that is in default under subdivision 1, clause (4), for failure to file an annual registration form under section 303.14.
(b) The secretary of state shall revoke the certificate of authority of a corporation that is in default under subdivision 1, clauses (1) to (3) or (5), if the default is not cured within 30 days after attempting to provide notice under subdivision 2; provided that for good cause shown the secretary of state may extend the 30-day period from time to time, but in no event may the aggregate of all extensions granted exceed 180 days or the period of time of any applicable extension granted by the Department of Revenue for filing the income tax return of the corporation, whichever is greater.
(a) Upon revoking the certificate of authority of a corporation because of a default under subdivision 1, clauses (1) to (3) or (5), the secretary of state shall:
(1) issue a certificate of revocation; and
(2) attempt to provide notice of the revocation to the corporation.
(b) Upon revoking the certificate of authority of a corporation because of a default under subdivision 1, clause (4), the secretary of state shall issue a certificate of revocation, and the certificate must be filed in the Office of the Secretary of State. No further notice to the corporation is required.
(c) The secretary of state shall also make the names of the revoked corporations available in an electronic format.
Upon the issuance of such certificate of revocation, the authority of the corporation to transact business in this state shall cease.
308A.155 CORPORATE EXISTENCE.
The corporate existence of a cooperative begins when the articles are filed with the secretary of state.
Cooperatives have perpetual duration unless the cooperative provides for a limited period of duration of corporate existence in the articles.
303.18 CANCELLATION OF CERTIFICATE OF AUTHORITY.
When the public interest may require, the attorney general shall bring an action against a foreign corporation to cancel its certificate of authority to transact business in this state upon the ground that:
(1) the certificate of authority was procured through fraud practiced upon the state;
(2) the certificate of authority should not have been issued to the corporation under this chapter;
(3) the certificate of authority was procured without a substantial compliance with the conditions prescribed by this chapter as precedent or essential to its issuance;
(4) the corporation has offended against any provisions of the statutes regulating corporations, or has abused or usurped corporate privileges or powers;
(5) the corporation is knowingly and persistently violating any provision of law; or
(6) the corporation has done or omitted any act which amounts to a surrender of its certificate of authority.
If the ground for the action is an act which the corporation has done or omitted to do, and it appears probable that correction can be made, then such action shall not be instituted, unless the attorney general shall give notice to such corporation, by certified mail, at its registered office in this state, that such default or violation exists, and that an action to cancel its certificate of authority will be begun unless such default shall be cured or such violation discontinued within 30 days after the mailing of such notice. Such action shall be begun by the attorney general if the default shall not be cured, or the violation discontinued, within such period of 30 days; provided, that for good cause shown the attorney general may enlarge this period from time to time, but the aggregate of such enlargements shall not exceed three months.
The attorney general shall cause two certified copies of the judgment canceling a certificate of authority to be delivered to the secretary of state. The secretary of state shall file one copy, and shall transmit the other copy to the registered office of the corporation in this state.