piers109uk/MN-Statutes huggingface dataset:
308C.614 LIEN FOR ASSESSMENTS.
(a) A senior housing cooperative formed under this chapter has a lien on a membership interest, the appurtenant occupancy agreement, and the member's associated occupancy rights for any assessment levied against that membership interest from the time the assessment becomes due. If an assessment is payable in installments, the full amount of the assessment is a lien from the time the first installment thereof becomes due. Unless the bylaws provide otherwise, any fees, charges, or payments that members must regularly pay to the cooperative are enforceable as assessments under this section. Other cooperatives formed under this chapter may authorize a lien on a membership interest, occupancy agreement, or a proprietary lease in the bylaws.
(b) A lien under this section is prior to all other liens and encumbrances on a membership certificate except (i) liens, encumbrances, or mortgages which the cooperative creates, assumes, or takes subject to, or (ii) any first security interest encumbering only the membership interest. If a first security interest encumbering a membership interest which is personal property is foreclosed, the secured party or the purchaser at the sale shall take title to the membership interest subject to unpaid assessments. This paragraph shall not affect the priority of mechanics' liens encumbering the project.
(c) Proceedings to enforce an assessment lien shall be instituted within three years after the last installment of the assessment becomes payable, or shall be barred.
(d) The member and owner of the membership interest, at the time an assessment is due, shall be personally liable to the cooperative for payment of the assessment levied against the membership interest. If there are multiple owners of the membership interest, they shall be jointly and severally liable.
(e) This section does not prohibit actions to recover sums for which paragraph (a) creates a lien nor prohibit a cooperative from taking an assignment of the membership certificate and occupancy agreement or other conveyance documents agreed upon by the parties in lieu of foreclosure.
(f) The cooperative shall furnish to a member or the member's authorized agent upon written request of the member or the authorized agent a statement setting forth the amount of unpaid assessments currently levied against the member's interest. The statement shall be furnished within ten business days after receipt of the request and is binding on the cooperative and every member.
306.47 DEPOSITORY FOR COUNTY FUND; BOND.
The county cemetery fund must be deposited in a depository designated by the county board, in the name of the county and at the highest rate of interest that the depository will pay on the fund. The bond or security given to the county by the depository must be taken and held as security for the fund. The treasurer of the county shall keep an accurate and separate account of the fund and annually draw from the depository the interest accruing on the fund to distribute as hereinafter provided.
302A.341 RESIGNATION; REMOVAL; VACANCIES.
An officer may resign at any time by giving written notice to the corporation. The resignation is effective without acceptance when the notice is given to the corporation, unless a later effective date is specified in the notice.
An officer may be removed at any time, with or without cause, by a resolution approved by the affirmative vote of a majority of the directors present. An officer appointed by the chief executive officer may also be removed at any time, with or without cause, by the chief executive officer. To the extent authorized in the articles, the bylaws, or a resolution approved by the affirmative vote of a majority of the directors present, the chief executive officer of a corporation that is not a closely held corporation may remove an officer elected or appointed by the board, other than the chief financial officer. A removal as described in this subdivision is subject to the provisions of a shareholder control agreement and is without prejudice to any contractual rights of the officer.
A vacancy in an office because of death, resignation, removal, disqualification, or other cause may, or in the case of a vacancy in the office of chief executive officer or chief financial officer shall, be filled for the unexpired portion of the term in the manner provided in the articles or bylaws, or determined by the board, or pursuant to section 302A.321.
306.44 INVESTMENT AND USE OF FUNDS.
(a) A cemetery board of directors voting to establish a fund under section 306.41 shall on January 1, April 1, July 1, and October 1 of each year, deposit or invest all money belonging to the fund as provided in this section.
(b) The money may be deposited in the county treasury of the county in which the cemetery is located and the treasurer of that county shall deposit it as provided in this section.
(c) The money may be invested in the same securities in which savings banks are by law permitted to invest. Any of the income unexpended and unappropriated for one year after becoming available for care, maintenance, or improvement must be returned to the fund and become a part of the principal.
(d) The money may be deposited or invested as provided in paragraphs (b) and (c) and may be withdrawn from either and deposited in the other, and the county treasurer shall return to the board any money deposited in the county treasury which the board, by resolution, withdraws.
(e) When money is deposited in the county treasury, the board of directors shall also file with the county auditor for record and future reference, at the time of the deposit, a statement of each particular amount so set aside from the sale of a lot or the amount received by a gift or donation of money, with the name of the owner of the lot and the name of the donor of each particular gift and a description of the lot to which the income from the particular amount as a part of the permanent fund is applicable.
(f) If the board of directors invests permanent care and improvement funds in the securities in which savings banks are by law permitted to invest, the board shall designate certain of its members to handle those funds. The designated persons shall give bond to the association, corporation, or municipality maintaining the cemetery in an amount at least equal to the total amount of the fund at the time of posting the bond, conditioned upon the faithful discharge of the trust. On July 1 of each even-numbered year after making the original bond, the person shall give a new bond in the amount and with the conditions provided above.
The directors may retain annually out of the money received not more than $100 for upkeep, improvements, and expenses.
306.45 COUNTY CEMETERY FUND; MANAGEMENT, INVESTMENT, INTEREST.
All funds deposited in accordance with section 306.44 in the treasury of any county by the boards of directors of all the cemeteries in the county under sections 306.41 to 306.54 constitute the county cemetery fund. The money in the fund shall be managed and invested by the board of county commissioners of the county. As soon as the money in the fund is received by the county treasurer, it must be deposited in a bank designated as a depository of county funds by the board of county commissioners of the county. The interest due on the fund becomes due and payable, as far as possible, on or about February 1 of each year.
308A.921 REVOCATION OF DISSOLUTION PROCEEDINGS.
Dissolution proceedings may be revoked before the articles of dissolution are filed with the secretary of state.
The chair or president may call a members' meeting to consider the advisability of revoking the dissolution proceedings. The question of the proposed revocation must be submitted to the members at the members' meeting called to consider the revocation. The dissolution proceedings are revoked if the proposed revocation is approved at the members' meeting by a majority of the members of the cooperative, or for a cooperative with articles or bylaws requiring a greater number of members, the number of members required by the articles or bylaws.
Revocation of dissolution proceedings is effective when a notice of revocation is filed with the secretary of state. After the notice is filed, the cooperative may resume business.
308A.925 STATUTE OF LIMITATIONS.
The claim of a creditor or claimant against a dissolving cooperative is barred if the claim has not been enforced by initiating legal, administrative, or arbitration proceedings concerning the claim by two years after the date the notice of intent to dissolve is filed with the secretary of state, subject to the provisions of section 308A.981.
308A.931 ARTICLES OF DISSOLUTION.
Articles of dissolution of a cooperative shall be filed with the secretary of state after payment of the claims of all known creditors and claimants has been made or provided for and the remaining property has been distributed by the board.
The articles of dissolution must state:
(1) that all debts, obligations, and liabilities of the cooperative have been paid or discharged or adequate provisions have been made for them or time periods under section 308A.925 have run and other claims are not outstanding;
(2) that the remaining property, assets, and claims of the cooperative have been distributed among the members or pursuant to a liquidation authorized by the members; and
(3) that legal, administrative, or arbitration proceedings by or against the cooperative are not pending or adequate provision has been made for the satisfaction of a judgment, order, or decree that may be entered against the cooperative in a pending proceeding.
The cooperative is dissolved when the articles of dissolution have been filed with the secretary of state.
The secretary of state shall issue to the dissolved cooperative or its legal representative a certificate of dissolution that contains:
(1) the name of the dissolved cooperative;
(2) the date the articles of dissolution were filed with the secretary of state; and
(3) a statement that the cooperative is dissolved.
306.48 INVESTMENT OF COUNTY CEMETERY FUND.
If required by a petition of at least two-thirds of the boards of directors of the cemeteries in a county requesting action, the board of county commissioners shall, with the approval of the county attorney, invest all or a part of the county cemetery fund in the same kind of bonds and securities that the permanent school fund of the state may be invested in. The law as it exists at the time any money is received into this fund controls the investment of the fund and no subsequent amendment of the law authorizes the investment of any fund differently or in any other class of securities. The county board may require the treasurer of the county to withdraw all or part of the fund from the depository for investment. If the fund or part of it is invested, the bonds or other securities must remain with the county treasurer. The bond of the county treasurer is security for the proper care of the bonds or other securities and the payment of interest received on them to the directors of the cemeteries. On payment of the bonds or other securities, the treasurer of the county shall deposit them in the depository in which county funds are deposited and collect the interest upon the funds so loaned and pay it to the treasurers of the cemeteries, as provided in sections 306.41 to 306.54.
308B.621 LOST CERTIFICATES; REPLACEMENT.
A new membership interest certificate may be issued under section 336.8-405 in place of one that is alleged to have been lost, stolen, or destroyed.
The issuance of a new certificate under this section does not constitute an overissue of the membership interests it represents.
308A.935 APPLICATION FOR COURT-SUPERVISED VOLUNTARY DISSOLUTION.
After a notice of intent to dissolve has been filed with the secretary of state and before a certificate of dissolution has been issued, the cooperative or, for good cause shown, a member or creditor may apply to a court within the county where the registered office is located to have the dissolution conducted or continued under the supervision of the court as provided in section 308A.945.
302A.402 SHARE DIVIDENDS, DIVISIONS, AND COMBINATIONS.
A corporation may effect a share dividend or a division or combination of its shares as provided in this section.
(a) Articles of amendment must be adopted by the board and the shareholders under section 302A.135 and, if required, section 302A.137 to effect a division or combination if, as a result of the proposed division or combination:
(1) the rights or preferences of the holders of outstanding shares of any class or series will be adversely affected; or
(2) the percentage of authorized shares of any class or series remaining unissued after the division or combination will exceed the percentage of authorized shares of that class or series that were unissued before the division or combination.
(b) If a division or combination is effected under this subdivision, articles of amendment must be prepared that contain the information required by section 302A.139.
(a) Subject to the restrictions provided in subdivision 2 or any provision in the articles that states that section 302A.402, subdivision 3, does not apply, a share dividend, division, or combination may be effected by action of the board alone, without the approval of shareholders under sections 302A.135 and 302A.137. In effecting a share dividend, division, or combination under this subdivision, the board may amend the articles to increase or decrease the par value of shares, increase or decrease the number of authorized shares, but only if the amendment will not result in the percentage of authorized shares of any class or series remaining unissued after the share dividend, division, or combination exceeding the percentage of authorized shares of that class or series that were unissued before the share dividend, division, or combination, and make any other change necessary or appropriate to ensure that the rights or preferences of the holders of outstanding shares of any class or series will not be adversely affected by the share dividend, division, or combination.
(b) If a share dividend, division, or combination that includes an amendment of the articles is effected under this subdivision, then articles of amendment must be prepared that contain the information required by section 302A.139 and a statement that the amendment will not adversely affect the rights or preferences of the holders of outstanding shares of any class or series and will not result in the percentage of authorized shares of any class or series that remains unissued after the share dividend, division, or combination exceeding the percentage of authorized shares of that class or series that were unissued before the share dividend, division, or combination.
For purposes of this section, an increase or decrease in the relative voting rights of the shares that are the subject of the share dividend, division, or combination that arises solely from the increase or decrease in the number of shares outstanding is not an adverse effect on the outstanding shares of any class or series and any increase in the percentage of authorized shares remaining unissued arising solely from the elimination of fractional shares under section 302A.423 must be disregarded.
306.49 ACCOUNTS KEPT BY AUDITOR.
The auditor of any county in which the board of directors of a cemetery is acting under sections 306.41 to 306.54 shall keep an account of the funds deposited in the county treasury. The auditor shall credit to the permanent fund of each cemetery all money deposited by its board of directors and record the following information for historical reference and record: (1) the amount of each gift or part set aside from the sale of each lot; (2) the name of the donor of each gift and of the buyer of each lot; and (3) the description of each particular lot, or what part of the cemetery the income from the permanent fund is applicable for care, as provided in sections 306.41 to 306.54.
308B.625 RESTRICTION ON TRANSFER OR REGISTRATION OF MEMBERSHIP INTERESTS.
A restriction on the transfer or registration of transfer of membership interests of a cooperative may be imposed in the articles, in the bylaws, by a resolution adopted by the members, or by an agreement among or other written action by a number of members or holders of other membership interests or among them and the cooperative. A restriction is not binding with respect to membership interests issued prior to the adoption of the restriction, unless the holders of those membership interests are parties to the agreement or voted in favor of the restriction.
A written restriction on the transfer or registration of transfer of membership interests of a cooperative that is not manifestly unreasonable under the circumstances may be enforced against the holder of the restricted membership interests or a successor or transferee of the holder, including a pledgee or a legal representative, if the restriction is either:
(1) noted conspicuously on the face or back of the certificate;
(2) included in this chapter or the articles or bylaws; or
(3) included in information sent to the holders of uncertificated membership interests.
Unless a restriction is in this chapter, the articles, bylaws, noted conspicuously on the face or back of the certificate, or included in information sent to the holders of uncertificated membership interests, a restriction, even though permitted by this section, is ineffective against a person without knowledge of the restriction. A restriction under this section is deemed to be noted conspicuously and is effective if the existence of the restriction is stated on the certificate and reference is made to a separate document creating or describing the restriction.
302A.403 SUBSCRIPTIONS FOR SHARES.
A subscription for shares, whether made before or after the incorporation of a corporation, is not enforceable against the subscriber unless it is in writing and signed by the subscriber.
Unless otherwise provided in the subscription agreement, or unless all of the subscribers and, if in existence, the corporation consent to a shorter or longer period, a subscription for shares is irrevocable for a period of six months.
A subscription for shares, whether made before or after the incorporation of a corporation, shall be paid in full at the time or times, or in the installments, if any, specified in the subscription agreement. In the absence of a provision in the subscription agreement specifying the time at which the subscription is to be paid, the subscription shall be paid at the time or times determined by the board, but a call made by the board for payment on subscriptions shall be uniform for all shares of the same class or for all shares of the same series.
(a) Unless otherwise provided in the subscription agreement, in the event of default in the payment of an installment or call when due, the corporation may proceed to collect the amount due in the same manner as a debt due the corporation.
(b) If the amount due on a subscription for shares remains unpaid for a period of 20 days after written notice of demand for payment has been given to the delinquent subscriber, the shares subscribed for may be offered for sale by the corporation for a price in money equaling or exceeding the sum of the full balance owed by the delinquent subscriber plus the expenses incidental to the sale. If the shares subscribed for are sold pursuant to this paragraph, the corporation shall pay to the delinquent subscriber or to the delinquent subscriber's legal representative the lesser of (i) the excess of net proceeds realized by the corporation over the sum of the amount owed by the delinquent subscriber plus the expenses incidental to the sale, and (ii) the amount actually paid by the delinquent subscriber. If the shares subscribed for are not sold pursuant to this paragraph, the corporation may collect the amount due in the same manner as a debt due the corporation or cancel the subscription in accordance with paragraph (c).
(c) If the amount due on a subscription for shares remains unpaid for a period of 20 days after written notice of demand for payment has been given to the delinquent subscriber and the shares subscribed for by the delinquent subscriber have not been sold pursuant to paragraph (b), the corporation may cancel the subscription, in which event the shares subscribed for must be restored to the status of authorized but unissued shares, the corporation may retain the portion of the subscription price actually paid that does not exceed ten percent of the subscription price, and the corporation shall refund to the delinquent subscriber or the delinquent subscriber's legal representative that portion of the subscription price actually paid which exceeds ten percent of the subscription price.
308C.621 LOST CERTIFICATES; REPLACEMENT.
A new membership interest certificate may be issued under section 336.8-405 in place of one that is alleged to have been lost, stolen, or destroyed.
The issuance of a new certificate under this section does not constitute an overissue of the membership interests it represents.
308A.941 COURT-ORDERED REMEDIES OR DISSOLUTION.
A court may grant equitable relief that it deems just and reasonable in the circumstances or may dissolve a cooperative and liquidate its assets and business:
(1) in a supervised voluntary dissolution that is applied for by the cooperative;
(2) in an action by a member when it is established that:
(i) the directors or the persons having the authority otherwise vested in the board are deadlocked in the management of the cooperative's affairs and the shareholders or members are unable to break the deadlock;
(ii) the directors or those in control of the cooperative have acted fraudulently, illegally, or in a manner unfairly prejudicial toward one or more members in their capacities as members, directors, or officers;
(iii) the members of the cooperative are so divided in voting power that, for a period that includes the time when two consecutive regular members' meetings were held, they have failed to elect successors to directors whose terms have expired or would have expired upon the election and qualification of their successors;
(iv) the cooperative assets are being misapplied or wasted; or
(v) the period of duration as provided in the articles has expired and has not been extended as provided in this chapter;
(3) in an action by a creditor when:
(i) the claim of the creditor against the cooperative has been reduced to judgment and an execution on the judgment has been returned unsatisfied; or
(ii) the cooperative has admitted in writing that the claim of the creditor against the cooperative is due and owing and it is established that the cooperative is unable to pay its debts in the ordinary course of business; or
(4) in an action by the attorney general to dissolve the cooperative in accordance with this chapter when it is established that a decree of dissolution is appropriate.
In determining whether to order equitable relief or dissolution, the court shall take into consideration the financial condition of the cooperative but may not refuse to order equitable relief or dissolution solely on the ground that the cooperative has accumulated operating net income or current operating net income.
In deciding whether to order dissolution of the cooperative, the court must consider whether lesser relief suggested by one or more parties, such as a form of equitable relief or a partial liquidation, would be adequate to permanently relieve the circumstances established under subdivision 1, clause (2) or (3). Lesser relief may be ordered if it would be appropriate under the facts and circumstances of the case.
If the court finds that a party to a proceeding brought under this section has acted arbitrarily, vexatiously, or otherwise not in good faith, the court may in its discretion award reasonable expenses, including attorneys' fees and disbursements, to any of the other parties.
Proceedings under this section shall be brought in a court within the county where the registered office of the cooperative is located.
It is not necessary to make members parties to the action or proceeding unless relief is sought against them personally.
308B.627 MEMBER CONTROL AGREEMENTS.
A written agreement among persons who are then members, including a sole member, or who have signed subscription or contribution agreements, relating to the control of any phase of the business and affairs of the cooperative, its liquidation, dissolution and termination, or the relations among members or persons who have signed subscription or contribution agreements is valid as provided in subdivision 2. Wherever this chapter provides that a particular result may or must be obtained through a provision in the articles or bylaws, the same result can be accomplished through a member control agreement valid under this section or through a procedure established by a member control agreement valid under this section.
Other than patron member voting control under section 308B.545 and patron member allocation and distribution provisions under sections 308B.721 and 308B.725, a written agreement among persons described in subdivision 1 that relates to the control of or the liquidation, dissolution, and termination of the cooperative; the relations among them; or any phase of the business and affairs of the cooperative, including, without limitation, the management of its business; the declaration and payment of distributions; the sharing of profits and losses; the election of directors; the employment of members by the cooperative; or the arbitration of disputes, is valid, if the agreement is signed by all persons who are then the members of the cooperative, whether or not the members all have voting power, and all those who have signed contribution agreements, regardless of whether those signatories will, when members, have voting power.
This section does not apply to, limit, or restrict agreements otherwise valid, nor is the procedure set forth in this section the exclusive method of agreement among members or between the members and the cooperative with respect to any of the matters described.
308C.625 RESTRICTION ON TRANSFER OR REGISTRATION OF MEMBERSHIP INTERESTS.
A restriction on the transfer or registration of transfer of membership interests of a cooperative may be imposed in the articles, in the bylaws, by a resolution adopted by the members, or by an agreement among or other written action by a number of members or holders of other membership interests or among them and the cooperative. A restriction is not binding with respect to membership interests issued prior to the adoption of the restriction, unless the holders of those membership interests are parties to the agreement or voted in favor of the restriction.
A written restriction on the transfer or registration of transfer of membership interests of a cooperative that is not manifestly unreasonable under the circumstances may be enforced against the holder of the restricted membership interests or a successor or transferee of the holder, including a pledgee or a legal representative, if the restriction is either:
(1) noted conspicuously on the face or back of the certificate;
(2) included in this chapter or the articles or bylaws; or
(3) included in information sent to the holders of uncertificated membership interests.
Unless a restriction is in this chapter, the articles, bylaws, noted conspicuously on the face or back of the certificate, or included in information sent to the holders of uncertificated membership interests, a restriction, even though permitted by this section, is ineffective against a person without knowledge of the restriction. A restriction under this section is deemed to be noted conspicuously and is effective if the existence of the restriction is stated on the certificate and reference is made to a separate document creating or describing the restriction.
308A.945 PROCEDURE IN INVOLUNTARY OR COURT-SUPERVISED VOLUNTARY DISSOLUTION.
In dissolution proceedings before a hearing can be completed the court may:
(1) issue injunctions;
(2) appoint receivers with all powers and duties that the court directs;
(3) take actions required to preserve the cooperative's assets wherever located; and
(4) carry on the business of the cooperative.
After a hearing is completed, on notice the court directs to be given to parties to the proceedings and to other parties in interest designated by the court, the court may appoint a receiver to collect the cooperative's assets, including amounts owing to the cooperative by subscribers on account of an unpaid portion of the consideration for the issuance of shares. In addition to the powers set forth in chapter 576, a receiver has authority, subject to the order of the court, to continue the business of the cooperative and to sell, lease, transfer, or otherwise dispose of the property and assets of the cooperative either at public or private sale.
The assets of the cooperative or the proceeds resulting from a sale, lease, transfer, or other disposition shall be applied in the order of priority set forth in section 576.51.
After payment of the expenses of receivership and claims of creditors are proved, the remaining assets, if any, may be distributed to the members or distributed pursuant to an approved liquidation plan.
306.50 ANNUAL REPORT BY SECRETARY; DEPOSIT OF EXCESS INTEREST.
On or before February 1 of each year, the clerk or secretary of the board of directors of each cemetery referred to in section 306.49 shall file with the county auditor a report showing in detail the amount expended of the interest received from the county cemetery fund during the preceding calendar year. All of the interest not necessary for the care and beautifying of the lots or cemetery, or that has not been expended, in any one year, must be deposited in the treasury of the county and added to the permanent fund credited to the cemetery, no part of which shall ever be used.
309.715 OWNERSHIP OR CONTROL OF UNIVERSITY OF MINNESOTA HEALTH CARE FACILITIES.
(a) The importance of the University of Minnesota health care facilities to the state of Minnesota shall be recognized based on their status as publicly supported academic health care facilities; their relationship with the University of Minnesota Medical School, a public entity dedicated to medical education, research, and public service; the status of the University of Minnesota as a constitutionally autonomous state entity; and the university's mission as a land grant institution. The University of Minnesota health care facilities, as charitable assets, must remain dedicated to the university's public health care mission. As such, the University of Minnesota health care facilities shall not be owned or controlled, directly or indirectly, in whole or in part, by a for-profit entity or an out-of-state entity, unless the attorney general determines that ownership or control by a for-profit entity or out-of-state entity is in the public interest. A determination under this section must be made using the procedures and authority in section 145D.01 and in consultation with the commissioner of health and the Board of Regents of the University of Minnesota.
(b) For the purposes of this section, "University of Minnesota health care facilities" means the following:
(1) M Health Fairview University (West Bank), located at 2450 Riverside Avenue, Minneapolis, MN;
(2) Masonic Children's Hospital, located at 2450 Riverside Avenue, Minneapolis, MN; and
(3) University of Minnesota Medical Center (East Bank), located at 500 Harvard Street, Minneapolis, MN.
308C.627 OPERATING AGREEMENT.
A written agreement among persons who are then members, including a sole member, or who have signed subscription or contribution agreements, relating to the control of any phase of the business and affairs of the cooperative, its liquidation, dissolution and termination, or the relations among members or persons who have signed subscription or contribution agreements is valid as provided in subdivision 2. Wherever this chapter provides that a particular result may or must be obtained through a provision in the articles or bylaws, the same result can be accomplished through an operating agreement valid under this section or through a procedure established by an operating agreement valid under this section.
Other than occupant member voting control under section 308C.545 and occupant member allocation and distribution provisions under sections 308C.721 and 308C.725, a written agreement among persons described in subdivision 1 that relates to the control of or the liquidation, dissolution, and termination of the cooperative; the relations among them; or any phase of the business and affairs of the cooperative, including, without limitation, the management of its business; the declaration and payment of distributions; the sharing of profits and losses; the election of directors; the employment of members by the cooperative; or the arbitration of disputes, is valid, if the agreement is signed by all persons who are then the members of the cooperative, whether or not the members all have voting power, and all those who have signed contribution agreements, regardless of whether those signatories will, when members, have voting power.
This section does not apply to, limit, or restrict agreements otherwise valid, nor is the procedure set forth in this section the exclusive method of agreement among members or between the members and the cooperative with respect to any of the matters described.
308B.701 AUTHORIZATION, FORM, AND ACCEPTANCE OF CONTRIBUTIONS.
Subject to any restrictions in this chapter regarding patron and nonpatron membership interests or in the articles or bylaws, and only when authorized by the board, a cooperative may accept contributions, which may be patron or nonpatron membership contributions as determined by the board under subdivisions 2 and 3, make contribution agreements under section 308B.711, and make contribution allowance agreements under section 308B.715.
A person may make a contribution to a cooperative:
(1) by paying money or transferring the ownership of an interest in property to the cooperative or rendering services to or for the benefit of the cooperative; or
(2) through a written obligation signed by the person to pay money or transfer ownership of an interest in property to the cooperative or to perform services to or for the benefit of the cooperative.
No purported contribution is to be treated or considered as a contribution, unless:
(1) the board accepts the contribution on behalf of the cooperative and in that acceptance describes the contribution, including terms of future performance, if any, and states the value being accorded to the contribution; and
(2) the fact of contribution and the contribution's accorded value are both reflected in the required records of the cooperative.
The determinations of the board as to the amount or fair value or the fairness to the cooperative of the contribution accepted or to be accepted by the cooperative or the terms of payment or performance, including under a contribution agreement in section 308B.711, and a contribution allowance agreement in section 308B.715, are presumed to be proper if they are made in good faith and on the basis of accounting methods, or a fair valuation or other method, reasonable in the circumstances. Directors who are present and entitled to vote, and who, intentionally or without reasonable investigation, fail to vote against approving a consideration that is unfair to the cooperative, or overvalue property or services received or to be received by the cooperative as a contribution, are jointly and severally liable to the cooperative for the benefit of the then members who did not consent to and are damaged by the action, to the extent of the damages of those members. A director against whom a claim is asserted under this subdivision, except in case of knowing participation in a deliberate fraud, is entitled to contribution on an equitable basis from other directors who are liable under this subdivision.
306.51 INTEREST ON COUNTY FUND, APPORTIONMENT.
On or before March 1 of each year, the county auditor shall apportion the interest from the county cemetery fund that has been collected by the county treasurer during the year to each cemetery with a permanent fund in the proportion that the amount of the cemetery's permanent fund in the county treasury bears to the county cemetery fund. If the legal existence of a religious incorporation or an association formed under law to maintain a cemetery has ended, the interest due from the fund to the defunct cemetery association or incorporation must be paid to the treasurer of the city or town in which the cemetery is located, to be spent by the municipality for the care, maintenance, or improvement of the cemetery. Funds deposited according to section 306.44 just before the close of the year, on which no interest has been collected, must not be considered as a part of the permanent fund for that apportionment.
302A.409 RIGHTS TO PURCHASE.
"Right to purchase" means the right, however designated, pursuant to the terms of a security or agreement, entitling a person to subscribe to, purchase, or acquire securities of a corporation, whether by the exchange or conversion of other securities, or by the exercise of options, warrants, or other rights, or otherwise, but excluding preemptive rights.
Rights to purchase may be either transferable or nontransferable and either separable or inseparable from other securities of the corporation, as the board may determine under this section.
A corporation may issue rights to purchase after the terms, provisions, and conditions of the rights to purchase to be issued, including the conversion basis or the price at which securities may be purchased or subscribed for, are fixed by the board, or by an officer pursuant to board authorization, subject to any restrictions in the articles. Notwithstanding any provision of this chapter, a corporation may issue rights to purchase or amend the instrument or agreement fixing the terms, provisions, and conditions of the rights to purchase to include terms and conditions that prevent the holder of a specified percentage of the outstanding shares of the corporation, including subsequent transferees of the holder, from exercising those rights to purchase.
The instrument evidencing the right to purchase or, if no instrument exists, a written agreement, shall set forth in full, summarize, or incorporate by reference all the terms, provisions, and conditions applicable to the right to purchase.
308A.951 RECEIVER QUALIFICATIONS AND POWERS.
Any person qualified under section 576.26 may be appointed as a receiver. A receiver must give a bond as required by section 576.27.
A receiver may sue and defend all actions as receiver of the cooperative. The court appointing the receiver has exclusive jurisdiction over the cooperative, the receiver, and all receivership property pursuant to section 576.23.
306.52 REPORT BY AUDITOR TO SECRETARY.
Immediately after the apportionment required by section 306.51 the county auditor shall report to the secretary of the cemetery the apportionment of interest due the cemetery. The auditor shall also give the secretary a statement of the total funds received by the county treasurer under sections 306.41 to 306.54 during the preceding year closing on January 1 of each year, and also a statement of the total amount of the permanent care and improvement fund belonging to that cemetery.
309.73 SHORT TITLE.
Sections 309.73 to 309.77 may be cited as the "Uniform Prudent Management of Institutional Funds Act."
309.72 ACQUISITION OF INTERESTS IN INSURANCE.
An organization described in section 170(c) of the Internal Revenue Code of 1986, as amended through December 31, 1991, may purchase, accept, or otherwise acquire an interest in a life insurance policy as beneficiary or owner, as provided in section 60A.0783, subdivision 2, paragraph (f).
308C.701 AUTHORIZATION, FORM, AND ACCEPTANCE OF CONTRIBUTIONS.
Subject to any restrictions in this chapter regarding occupant and nonoccupant membership interests or in the articles or bylaws, and only when authorized by the board, a cooperative may accept contributions, which may be occupant or nonoccupant membership contributions as determined by the board under subdivisions 2 and 3, make contribution agreements under section 308C.711, and make contribution allowance agreements under section 308C.715.
A person may make a contribution to a cooperative:
(1) by paying money or transferring the ownership of an interest in property to the cooperative or rendering services to or for the benefit of the cooperative; or
(2) through a written obligation signed by the person to pay money or transfer ownership of an interest in property to the cooperative or to perform services to or for the benefit of the cooperative.
No purported contribution is to be treated or considered as a contribution, unless:
(1) the board accepts the contribution on behalf of the cooperative and in that acceptance describes the contribution, including terms of future performance, if any, and states the value being accorded to the contribution; and
(2) the fact of contribution and the contribution's accorded value are both reflected in the required records of the cooperative.
The determinations of the board as to the amount or fair value or the fairness to the cooperative of the contribution accepted or to be accepted by the cooperative or the terms of payment or performance, including under a contribution agreement in section 308C.711, and a contribution allowance agreement in section 308C.715, are presumed to be proper if they are made in good faith and on the basis of accounting methods, or a fair valuation or other method, reasonable in the circumstances. Directors who are present and entitled to vote, and who, intentionally or without reasonable investigation, fail to vote against approving a consideration that is unfair to the cooperative, or overvalue property or services received or to be received by the cooperative as a contribution, are jointly and severally liable to the cooperative for the benefit of the then members who did not consent to and are damaged by the action, to the extent of the damages of those members. A director against whom a claim is asserted under this subdivision, except in case of knowing participation in a deliberate fraud, is entitled to contribution on an equitable basis from other directors who are liable under this subdivision.
308B.705 RESTATEMENT OF VALUE OF PREVIOUS CONTRIBUTIONS.
As used in this section, an "old contribution" is a contribution reflected in the required records of a cooperative before the time the cooperative accepts a new contribution.
Whenever a cooperative accepts a new contribution, the board shall restate, as required by this section, the value of all old contributions.
(a) Unless otherwise provided in the articles or bylaws, this subdivision sets forth the method of restating the value of old contributions that pertain to the same series or class to which the new contribution pertains. To restate the value:
(1) state the value the cooperative has accorded to the new contribution under section 308B.701, subdivision 3, clause (1);
(2) determine what percentage the value stated under clause (1) will constitute, after the restatement required by this subdivision, of the total value of all contributions that pertain to the particular series or class to which the new contribution pertains;
(3) divide the value stated under clause (1) by the percentage determined under clause (2), yielding the total value, after the restatement required by this subdivision, of all contributions pertaining to the particular series or class;
(4) subtract the value stated under clause (1) from the value determined under clause (3), yielding the total value, after the restatement required by this subdivision, of all the old contributions pertaining to the particular series or class;
(5) subtract the value, as reflected in the required records before the restatement required by this subdivision, of the old contributions from the value determined under clause (4), yielding the value to be allocated among and added to the old contributions pertaining to the particular series or class; and
(6) allocate the value determined under clause (5) proportionally among the old contributions pertaining to the particular series or class, add the allocated values to those old contributions, and change the required records accordingly.
(b) The values determined under paragraph (a), clause (5), and allocated and added under paragraph (a), clause (6), may be positive, negative, or zero.
Unless otherwise provided in the articles or bylaws, this subdivision sets forth the method of restating the value of old contributions that do not pertain to the same series or class to which the new contribution pertains. To restate the value:
(1) determine the percentage by which the restatement under subdivision 3 has changed the total contribution value reflected in the required records for the series or class to which the new contribution pertains; and
(2) as to each old contribution that does not pertain to the same series or class to which the new contribution pertains, change the value reflected in the required records by the percentage determined under clause (1). The percentage determined under clause (1) may be positive, negative, or zero.
If a cooperative accepts more than one contribution pertaining to the same series or class at the same time, then for the purpose of the restatement required by this section, the cooperative may consider all the new contributions a single contribution.
309.735 DEFINITIONS.
In sections 309.735 to 309.77:
(1) "Charitable purpose" means the relief of poverty, the advancement of education or religion, the promotion of health, or any other eleemosynary purpose.
(2) "Endowment fund" means an institutional fund or part thereof that, under the terms of a gift instrument, is not wholly expendable by the institution on a current basis. The term does not include assets that an institution designates as an endowment fund for its own use.
(3) "Gift instrument" means a record or records, including an institutional solicitation, under which property is granted to, transferred to, or held by an institution as an institutional fund.
(4) "Institution" means:
(A) a person, other than an individual, organized and operated exclusively for charitable purposes;
(B) a government or governmental subdivision, agency, or instrumentality, to the extent that it holds funds exclusively for a charitable purpose; and
(C) a trust that had both charitable and noncharitable interests, after all noncharitable interests have terminated.
(5) "Institutional fund" means a fund held by an institution exclusively for charitable purposes. The term does not include:
(A) program-related assets;
(B) a fund held for an institution by a trustee that is not an institution; or
(C) a fund in which a beneficiary that is not an institution has an interest, other than an interest that could arise upon violation or failure of the purposes of the fund.
(6) "Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
(7) "Program-related asset" means an asset held by an institution primarily to accomplish a charitable purpose of the institution and not primarily for investment.
(8) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.