piers109uk/MN-Statutes huggingface dataset:
315.40 EMPLOYEE BENEFITS.
A religious society, religious association, or religious corporation may, when authorized by its members, support and pay benefits to its ministers, teachers, and other employees, or those of a congregation or educational, benevolent, charitable, or other body affiliated with it or under its jurisdiction; pay benefits to their surviving spouse, children, or other dependents or beneficiaries; collect contributions and other payments; and create, invest, manage, and disburse necessary endowment, reserve, and other funds for these purposes.
The insurance laws of this state do not apply to the operations of a society, association or corporation under this section.
315.39 TITLE TO REAL PROPERTY.
When it appears to a district court of this state that, before 1907, real property was conveyed to a bishop, or a right reverend bishop, or an archbishop, or a most reverend archbishop of any religious denomination or church in an official capacity as bishop and to successors in office, or as trustee under an oral or written trust for an incorporated or unincorporated body, in this state, whether the grantee is designated as trustee in the conveyance or not, and the consideration for it was paid by the body, and at the time of the conveyance the bishop's religious denomination or church had its central or supreme government in a foreign country and was the country's state church, and later the country's form of government was changed and the religious denomination or church ceased to be its state church, and the record title to the real property is in the name of the grantee or a successor in office, and the body, whether incorporated or not, possesses the real property and has possessed it for ten or more years under a claim of ownership, the district court shall, in an action brought by the body, make a decree vesting the title, both legal and equitable, to the real property in the body. An unincorporated body must incorporate under Minnesota law before the commencement of the action.
Actions under this section must be brought in the same way as actions to quiet title to real property in this state, as provided in chapters 557 to 561.
317A.631 ABANDONMENT.
After a plan of merger or consolidation has been approved by each constituent corporation under section 317A.613 and before the effective date of the plan, it may be abandoned:
(1) if each constituent corporation has approved the abandonment at a meeting by a majority of the members with voting rights voting on the issue, or if the corporation does not have members with voting rights, by a majority of all directors; or
(2) if the plan itself provides for abandonment and the conditions for abandonment in the plan are met.
A plan of merger or consolidation may be abandoned after it has been approved by each constituent corporation and before the effective date of the plan, by a resolution approved by a majority of all directors of the constituent corporation abandoning the plan of merger or consolidation, subject to the contract rights of any other person under the plan.
If articles of merger or consolidation have been filed with the secretary of state, but have not yet become effective, the constituent corporations, in the case of abandonment under subdivision 1, clause (1), the constituent corporations or any one of them, in the case of abandonment under subdivision 1, clause (2), or the abandoning corporation in the case of abandonment under subdivision 2, shall file with the secretary of state articles of abandonment that contain:
(1) the names of the constituent corporations;
(2) the provision of this section under which the plan is abandoned; and
(3) if the plan is abandoned under subdivision 2, the text of the resolution approved by the directors abandoning the plan.
315.41 CAMP MEETING ASSOCIATIONS; FORMATION; CAPITAL STOCK.
Camp or grove meetings, Sunday school assemblies, or societies for religious instruction or worship, and for mutual improvement in moral, literary, or social culture, may incorporate under this chapter. The amount of capital stock must be at least $5,000, divided into shares of not less than $10 nor more than $50 and paid in as provided in its bylaws.
321.0508 LIMITATIONS ON DISTRIBUTION.
(a) A limited partnership may not make a distribution in violation of the partnership agreement.
(b) A limited partnership may not make a distribution if after the distribution:
(1) the limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership's activities; or
(2) the limited partnership's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the limited partnership were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of partners whose preferential rights are superior to those of persons receiving the distribution.
(c) A limited partnership may base a determination that a distribution is not prohibited under subsection (b) on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.
(d) Except as otherwise provided in subsection (g), the effect of a distribution under subsection (b) is measured:
(1) in the case of distribution by purchase, redemption, or other acquisition of a transferable interest in the limited partnership, as of the date money or other property is transferred or debt incurred by the limited partnership; and
(2) in all other cases, as of the date:
(A) the distribution is authorized, if the payment occurs within 120 days after that date; or
(B) the payment is made, if payment occurs more than 120 days after the distribution is authorized.
(e) A limited partnership's indebtedness to a partner incurred by reason of a distribution made in accordance with this section is at parity with the limited partnership's indebtedness to its general, unsecured creditors.
(f) A limited partnership's indebtedness, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of subsection (b) if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could then be made to partners under this section.
(g) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.
317A.651 MERGER OR CONSOLIDATION WITH FOREIGN CORPORATION.
A corporation may merge or consolidate with a foreign corporation by following the procedures set forth in this section, if the merger or consolidation is permitted by the laws of the state under which the foreign corporation is incorporated.
Each corporation shall comply with sections 317A.601 to 317A.643 with respect to the merger or consolidation of corporations and each foreign corporation shall comply with the laws under which it was incorporated or by which it is governed.
If the single corporation will be incorporated under this chapter, it shall comply with this chapter.
If the single corporation will be a foreign corporation and will transact business in this state, it shall comply with the provisions of chapter 303 with respect to foreign corporations. In every case the single corporation shall file with the secretary of state:
(1) an agreement that it may be served with process in this state in a proceeding for the enforcement of an obligation of a constituent corporation; and
(2) an irrevocable appointment of the secretary of state as its agent to accept service of process in any proceeding and an address to which process may be forwarded.
315.44 YMCA, YWCA; FORMATION, CERTIFICATE.
Three or more persons may form a corporation known as a Young Men's Christian Association or a Young Women's Christian Association by adopting, signing, and acknowledging a certificate of incorporation containing:
(1) the names and places of residence of the incorporators;
(2) the name of the corporation, the location of its principal place of business, and the period of its duration;
(3) the objects of its organization expressly stated;
(4) the number of its directors, not less than five, who shall manage its affairs, how and when elected, and the time and place of annual meetings; and
(5) the terms of admission to active membership.
The certificate must be recorded with the county recorder of the county of its principal place of business.
321.0602 EFFECT OF DISSOCIATION AS LIMITED PARTNER.
(a) Upon a person's dissociation as a limited partner:
(1) subject to section 321.0704, the person does not have further rights as a limited partner;
(2) the person's obligation of good faith and fair dealing as a limited partner under section 321.0305(b) continues only as to matters arising and events occurring before the dissociation; and
(3) subject to section 321.0704 and article 11, any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation is owned by the person as a mere transferee.
(b) A person's dissociation as a limited partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a limited partner.
317A.671 CERTAIN ASSETS NOT TO BE DIVERTED.
Except as provided in section 501B.31, when a corporation:
(1) converts;
(2) dissolves;
(3) merges;
(4) substantially changes the use or purposes for which it will use its assets;
(5) consolidates;
(6) transfers its assets; or
(7) grants a mortgage or other security interest in its assets,
assets of the corporation or a constituent corporation or converting corporation, and assets subsequently received by a single or converted corporation after a merger or consolidation, or held by a converted organization after a conversion may not be diverted from the uses and purposes for which the assets have been received and held, or from the uses and purposes expressed or intended by the original donor.
315.45 CLASSIFICATION OF MEMBERS.
The directors may in their bylaws divide the members into active, senior, junior, associate, and other convenient classes, and determine the qualifications for associate membership and provide rules for the trial and expulsion of members. Only active members may vote or hold office in the corporation.
317A.681 CONVERSION.
(a) For the purposes of sections 317A.671 to 317A.689, the terms in this section have the meanings given.
(b) "Organizational document" means:
(1) for a domestic or foreign limited liability company, its articles or certificate of organization;
(2) for a trust, its agreement of trust or declaration of trust;
(3) for a domestic or foreign corporation, its articles or certificate of incorporation; and
(4) for any other organization, the basic record that creates the organization.
(c) "Converted organization" means the organization into which a converting organization converts pursuant to sections 317A.681 to 317A.689.
(d) "Converting organization" means an organization that converts into another organization pursuant to sections 317A.681 to 317A.689.
(e) "Converting corporation" means a corporation governed under this chapter.
An organization other than a corporation may convert to a corporation, and a corporation may convert to another organization, pursuant to this section, sections 317A.683 to 317A.689, and a plan of conversion if:
(1) the converting organization's governing statute authorizes the conversion;
(2) the conversion is not prohibited by another law of this state or the law of the jurisdiction that enacted the converting organization's governing statute;
(3) the converting organization complies with its governing statute in effecting the conversion;
(4) the converting organization and the converted organization's governing statute prohibits the organization from:
(i) being formed for a purpose involving pecuniary gain to its members, other than to members that are nonprofit organizations or subdivisions, units, or agencies of the United States or a state or local government; and
(ii) paying dividends or other pecuniary remuneration, directly or indirectly, to its members, other than to members that are nonprofit organizations or subdivisions, units, or agencies of the United States or a state or local government; and
(5) the attorney general has been notified, to the extent applicable under section 317A.811, and any applicable waiting periods under that section have expired.
A plan of conversion must include:
(1) the name and form of the converting organization and the jurisdiction of the converting organization's governing statute before conversion;
(2) the name and form of the converted organization and the jurisdiction of the converted organization's governing statute after conversion;
(3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into interests in the converted organization; and
(4) the organizational documents of the converted organization as they are to be in effect upon completion of the conversion.
315.46 BOARD OF TRUSTEES MAY MANAGE REAL PROPERTY.
An association may create a board of trustees to control its property. The board shall consist of at least five trustees, of whom the president of the association is one ex officio. Each trustee must be a member in good standing of some Protestant Evangelical church. No more than three members, exclusive of the president, and in no case a majority, may be members of any one denomination. The first board of trustees must be elected at a regular meeting of the association by a majority vote of the members entitled to vote present and voting. It shall hold office for the time prescribed by its bylaws. Vacancies must be filled by a majority vote of the remaining trustees from nominations made by the board of directors or managers.
321.0604 PERSON'S POWER TO DISSOCIATE AS GENERAL PARTNER; WRONGFUL DISSOCIATION.
(a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to section 321.0603(1).
(b) A person's dissociation as a general partner is wrongful only if:
(1) it is in breach of an express provision of the partnership agreement; or
(2) it occurs before the termination of the limited partnership, and:
(A) the person withdraws as a general partner by express will;
(B) the person is expelled as a general partner by judicial determination under section 321.0603(5);
(C) the person is dissociated as a general partner by becoming a debtor in bankruptcy; or
(D) in the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated.
(c) A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to section 321.1001, to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the general partner to the limited partnership or to the other partners.
321.0605 EFFECT OF DISSOCIATION AS GENERAL PARTNER.
(a) Upon a person's dissociation as a general partner:
(1) the person's right to participate as a general partner in the management and conduct of the partnership's activities terminates;
(2) the person's duty of loyalty as a general partner under section 321.0408(b)(3) terminates;
(3) the person's duty of loyalty as a general partner under section 321.0408(b)(1) and (2) and duty of care under section 321.0408(c) continue only with regard to matters arising and events occurring before the person's dissociation as a general partner;
(4) the person may sign and deliver to the secretary of state for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated; and
(5) subject to section 321.0704 and article 11, any transferable interest owned by the person immediately before dissociation in the person's capacity as a general partner is owned by the person as a mere transferee.
(b) A person's dissociation as a general partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a general partner.
317A.685 FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE AND TIME.
After a plan of conversion is approved:
(1) if the converting organization is a converting corporation, the converting corporation shall file articles of conversion with the secretary of state, which must be signed as provided in section 317A.011, subdivision 19, and must include:
(i) the plan of conversion;
(ii) a statement that the corporation is converting into another organization;
(iii) the name and form of the converted organization and the jurisdiction of its governing statute;
(iv) the time the conversion is effective under the governing statute of the converted organization;
(v) a statement that the conversion was approved as required by this chapter;
(vi) a statement that the conversion was approved as required by the governing statute of the converted organization;
(vii) if the converted organization is a domestic organization, the organizational document of the converted organization;
(viii) if the converted organization is a foreign organization not authorized to transact business in this state, the street address of an office that the secretary of state may use for the purposes of section 317A.689, subdivision 3; and
(ix) if applicable, a statement that the notice to the attorney general required by section 317A.811 has been given and any applicable period has expired or has been waived by the attorney general, or a statement that section 317A.811 is not applicable; and
(2) if the converting organization is not a converting corporation, the converting organization shall file articles of conversion with the secretary of state, which must be signed as provided in section 317A.011, subdivision 19, and must include:
(i) articles of incorporation for the corporation into which the converting organization is converting, which must include the information required by section 317A.111, subdivision 1, clauses (1) and (2);
(ii) the plan of conversion;
(iii) a statement that the converting organization is converting into a corporation;
(iv) the name and form of the converting organization and the jurisdiction of its governing statute;
(v) a statement that the conversion was approved in a manner that complied with the converting organization's governing statute; and
(vi) if applicable, a statement that the notice to the attorney general required by section 317A.811 has been given and any applicable waiting period has expired or has been waived by the attorney general, or a statement that section 317A.811 is not applicable.
A conversion becomes effective:
(1) if the converted organization is a corporation, when the articles of conversion are filed with the secretary of state or on a later date or at a later time specified in the articles of conversion; or
(2) if the converted organization is not a corporation, as provided by the governing statute of the converted organization.
The secretary of state shall issue to the converted organization or its legal representative a certificate of conversion and, if the converted organization is a corporation, a certificate of incorporation.
315.48 REINCORPORATION.
A religious society now conducting its affairs as a Young Men's Christian Association or a Young Women's Christian Association may reincorporate under sections 315.44 to 315.47. The new certificate of incorporation must be executed by all the directors of the association. Upon reincorporation the property of the society passes to and vests in the corporation so formed.
317A.683 ACTION ON PLAN OF CONVERSION BY CONVERTING CORPORATION.
A plan of conversion must be approved and adopted by a converting corporation as provided in this section.
When a corporation has members with voting rights, the board of directors of the corporation shall adopt a resolution by the affirmative vote of a majority of all directors approving a proposed plan of conversion and directing that the plan be submitted to a vote at a meeting of the members with voting rights. Notice of the meeting must be given to each member with voting rights, accompanied by a copy or summary of the proposed plan. Unless the articles or bylaws require a greater vote, the plan of conversion is adopted upon receiving the affirmative vote of a majority of the members with voting rights voting on the action.
When a corporation does not have members with voting rights, and unless the articles or bylaws require a greater vote, a plan of conversion is adopted at a meeting of the board of directors of the corporation upon receiving the affirmative votes of a majority of all directors. Notice of the meeting must be given, accompanied by a copy of the proposed plan of conversion.
317A.687 ABANDONMENT.
Subject to any contractual rights, after a conversion is approved, and at any time before articles of conversion are delivered to the secretary of state for filing under section 317A.685, a converting corporation may amend the plan or abandon the conversion:
(1) as provided in the plan; or
(2) except as otherwise prohibited in the plan, by the same consent as was required to approve the plan.
315.47 PROPERTY RIGHTS.
The board shall control the real property of the association and other property its board of directors or trustees may designate. Real property belonging to the association must not be conveyed, disposed of, or mortgaged without the consent of the board, and it is not liable for a debt or obligation of the association unless the debt is contracted with its approval. Property and its income under the control of the board must be devoted only to the purposes of the association. So long as the directors and managers of the association spend it for these purposes, the income must be paid over to the treasurer of the board of directors or managers.
321.0606 POWER TO BIND AND LIABILITY TO LIMITED PARTNERSHIP BEFORE DISSOLUTION OF PARTNERSHIP OF PERSON DISSOCIATED AS GENERAL PARTNER.
(a) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under article 11, or merged out of existence under article 11, the limited partnership is bound by an act of the person if:
(1) the act would have bound the limited partnership under section 321.0402 before the dissociation; and
(2) at the time the other party enters into the transaction:
(A) less than two years has passed since the dissociation; and
(B) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(b) If a limited partnership is bound under subsection (a), the person dissociated as a general partner which caused the limited partnership to be bound is liable:
(1) to the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection (a); and
(2) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
317A.689 EFFECT OF CONVERSION.
When a conversion becomes effective, an organization that has been converted pursuant to sections 317A.681 to 317A.687 is for all purposes the same entity that existed before the conversion, and:
(1) all property owned by the converting organization remains vested in the converted organization and no assignment by operation of law or otherwise of its assets, properties, or contracts shall be deemed to have occurred;
(2) all debts, obligations, or other liabilities of the converting organization continue as debts, obligations, or other liabilities of the converted organization;
(3) an action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred or as actions or proceedings by or against the converted organization;
(4) except as prohibited by law other than this chapter, all rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization; and
(5) the conversion does not dissolve a converting corporation for the purposes of sections 317A.701 to 317A.791.
(a) For purposes of this subdivision, "fiduciary capacity" means the capacities of a trustee, executor, administrator, personal representative, guardian, conservator, receiver, escrow agent, agent for the investment of money, attorney-in-fact, or a similar capacity.
(b) Except where the will, declaration of trust, or other instrument provides otherwise, the converted organization is, without further act or deed, the successor of the converting organization in fiduciary capacities in which a corporation was acting at the time of the conversion and is liable to the beneficiaries as fully as if the corporation had continued its prior corporate existence.
(c) If a converting organization or converting corporation is or has been nominated and appointed in a fiduciary capacity in a will, declaration of trust, or other instrument, order, or judgment before or after the conversion, then even if the will or other instrument, order, or judgment does not become operative or effective until after the conversion becomes effective, every fiduciary capacity and the rights, powers, privileges, duties, discretions, and responsibilities provided for in the nomination or appointment fully vest in and are to be exercised by the converting corporation, whether there are one or more successive conversions.
A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which the converting corporation is liable if, before the conversion, the converting corporation was subject to suit in this state on the debt, obligation, or other liability. A converted organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subdivision.
321.0607 LIABILITY TO OTHER PERSONS OF PERSON DISSOCIATED AS GENERAL PARTNER.
(a) A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c), the person is not liable for a limited partnership's obligation incurred after dissociation.
(b) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership's activities is liable to the same extent as a general partner under section 321.0404 on an obligation incurred by the limited partnership under section 321.0804.
(c) A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership's activities is liable on a transaction entered into by the limited partnership after the dissociation only if:
(1) a general partner would be liable on the transaction; and
(2) at the time the other party enters into the transaction:
(A) less than two years has passed since the dissociation; and
(B) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(d) By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership.
(e) A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the limited partnership's creditor, with notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the obligation.
317A.701 METHODS OF DISSOLUTION.
(a) Subject to section 317A.811, a corporation may be dissolved:
(1) by the incorporators under section 317A.711;
(2) by the board and members with voting rights under sections 317A.721 to 317A.733; or
(3) by order of a court under sections 317A.741 to 317A.765.
(b) A corporation also may be dissolved by the secretary of state under section 317A.827.
321.0701 PARTNER'S TRANSFERABLE INTEREST.
The only interest of a partner which is transferable is the partner's transferable interest. A transferable interest is personal property.
321.0702 TRANSFER OF PARTNER'S TRANSFERABLE INTEREST.
(a) A transfer, in whole or in part, of a partner's transferable interest:
(1) is permissible;
(2) does not by itself cause the partner's dissociation or a dissolution and winding up of the limited partnership's activities; and
(3) does not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership's activities, to require access to information concerning the limited partnership's transactions except as otherwise provided in subsection (c), or to inspect or copy the required information or the limited partnership's other records.
(b) A transferee has a right to receive, in accordance with the transfer:
(1) distributions to which the transferor would otherwise be entitled; and
(2) upon the dissolution and winding up of the limited partnership's activities the net amount otherwise distributable to the transferor.
(c) In a dissolution and winding up, a transferee is entitled to an account of the limited partnership's transactions only from the date of dissolution.
(d) Upon transfer, the transferor retains the rights of a partner other than the interest in distributions transferred and retains all duties and obligations of a partner.
(e) A limited partnership need not give effect to a transferee's rights under this section until the limited partnership has notice of the transfer.
(f) A transfer of a partner's transferable interest in the limited partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.
(g) A transferee that becomes a partner with respect to a transferable interest is liable for the transferor's obligations under sections 321.0502 and 321.0509. However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner.
315.51 JCC; DEFINITION.
A "JCC" means a nonprofit religious organization under section 501(c)(3) of the Internal Revenue Code of 1986 known as the Jewish Community Center of Greater Minneapolis or the Jewish Community Center of Greater St. Paul and organized for the purpose of serving the cultural, educational, and recreational needs of the Jewish community.
321.0703 RIGHTS OF CREDITOR OF PARTNER OR TRANSFEREE.
(a) On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of a transferee. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require to give effect to the charging order.
(b) A charging order constitutes a lien on the judgment debtor's transferable interest. The court may order a foreclosure upon the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.
(c) At any time before foreclosure, an interest charged may be redeemed:
(1) by the judgment debtor;
(2) with property other than limited partnership property, by one or more of the other partners; or
(3) with limited partnership property, by the limited partnership with the consent of all partners whose interests are not so charged.
(d) This chapter does not deprive any partner or transferee of the benefit of any exemption laws applicable to the partner's or transferee's transferable interest.
(e) This section provides the exclusive remedy by which a judgment creditor of a partner or transferee may satisfy a judgment out of the judgment debtor's transferable interest.
317A.721 VOLUNTARY DISSOLUTION BY BOARD AND MEMBERS WITH VOTING RIGHTS.
A corporation may be dissolved by the board and members with voting rights as provided in this section.
The board shall adopt a resolution proposing dissolution of the corporation by the affirmative vote of a majority of all directors. The resolution must include a plan of dissolution that states to whom the assets owned or held by the corporation will be distributed after creditors are paid. The plan must comply with the requirements of section 317A.735. If the board will have discretion in distributing assets, the plan must state that the assets will be distributed to persons the board subsequently identifies. If there are members with voting rights, the resolution and plan of dissolution must be submitted to the members under subdivision 3.
(a) Written notice must be given to each member with voting rights, within the time and in the manner provided in section 317A.435 for notice of meetings of members and, whether the meeting is a regular or a special meeting, must state that a purpose of the meeting is to consider dissolving the corporation.
(b) The proposed dissolution must be submitted for approval at a meeting of members. If the proposed dissolution is approved by the members with voting rights, the dissolution must be started.
317A.723 FILING NOTICE OF INTENT TO DISSOLVE; EFFECT.
If dissolution of the corporation is approved under section 317A.721, the corporation shall file with the secretary of state a notice of intent to dissolve. The notice must contain:
(1) the name of the corporation;
(2) the date and place of the meeting at which the resolution was approved by the board under section 317A.721, subdivision 2, and by the members under section 317A.721, subdivision 3, if applicable; and
(3) a statement that the requisite approval of the directors and members was received.
If applicable, the corporation also shall notify the attorney general under section 317A.811.
When the notice of intent to dissolve has been filed with the secretary of state and subject to section 317A.731, the corporation may not carry on its activities, except to the extent necessary for the winding up of the corporation. The board and members with voting rights have the right to revoke the dissolution proceedings under section 317A.731 and the members with voting rights have the right to remove directors or fill vacancies on the board. The corporate existence continues to the extent necessary to wind up the affairs of the corporation until the dissolution proceedings are revoked or articles of dissolution are filed with the secretary of state.
The filing with the secretary of state of a notice of intent to dissolve does not affect a remedy in favor of the corporation or a remedy against it or its directors, officers, or members in those capacities, except as provided in section 317A.781.
321.0704 POWER OF ESTATE OF DECEASED PARTNER.
If a partner dies, the deceased partner's personal representative or other legal representative may exercise the rights of a transferee as provided in section 321.0702 and, for the purposes of settling the estate, may exercise the rights of a current limited partner under section 321.0304.
315.50 CONSOLIDATION OF CHURCH CONFERENCES.
Upon the consolidation or merger of two or more church conferences, a subordinate or affiliate religious corporation formerly under the governance of one of them may use the name, or appropriate part of it, of the consolidated or merged church conference as part of its name in place of that of the consolidating or merging church conference. Deeds, mortgages, contracts and other legal documents executed by the subordinate or affiliate corporation using the new name are legal and binding on the subordinate or affiliate corporation to the same extent as if they had been executed in the old name of the subordinate or affiliate religious corporation.
A member of the subordinate or affiliate religious corporation may file with the county recorder of the county where it is located and also where it owns property an affidavit stating (1) its corporate name and book and page where recorded, (2) the names of the consolidating or merging church conferences, (3) the name of the consolidated or merged church conference, (4) its name as used following the consolidation or merger, including the name of the consolidated or merged church conference, or part of it, (5) that the affidavit is made pursuant to this section, and (6) the text of subdivision 1.
317A.711 VOLUNTARY DISSOLUTION BY INCORPORATORS.
If the first board of directors has not been named in the articles, designated or appointed pursuant to the articles, or elected under section 317A.171, a corporation may be dissolved by the incorporators as provided in this section.
(a) A majority of the incorporators shall sign articles of dissolution containing:
(1) the name of the corporation;
(2) the date of incorporation;
(3) a statement that the first board of directors has not been named in the articles, designated or appointed pursuant to the articles, or elected at an organizational meeting;
(4) a statement that no debts remain unpaid; and
(5) a statement that notice to the attorney general required by section 317A.811 has been given and the waiting period has expired or has been waived by the attorney general or a statement that section 317A.811 is not applicable.
(b) The articles of dissolution must be filed with the secretary of state.
When the articles of dissolution have been filed with the secretary of state, the corporation is dissolved.
The secretary of state shall issue to the dissolved corporation a certificate of dissolution that contains:
(1) the name of the corporation;
(2) the date the articles of dissolution were filed with the secretary of state; and
(3) a statement that the corporation is dissolved.
321.0802 JUDICIAL DISSOLUTION.
On application by a partner the district court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement.
317A.727 NOTICE TO CREDITORS AND CLAIMANTS.
When a notice of intent to dissolve has been filed with the secretary of state and the attorney general, if applicable, the corporation may give notice of the filing to each creditor of and claimant against the corporation known or unknown, present or future, and contingent or noncontingent. If notice to creditors and claimants is given, it must be given by publishing the notice once each week for four successive weeks in a legal newspaper in the county where the registered office of the corporation is located and by giving written notice to known creditors and claimants under section 317A.011, subdivision 14.
The notice to creditors and claimants must contain:
(1) a statement that the corporation is in the process of dissolving;
(2) a statement that the corporation has filed a notice of intent to dissolve with the secretary of state;
(3) the date of filing the notice of intent to dissolve;
(4) the address of the office to which written claims against the corporation must be presented; and
(5) the date by which the claims must be received, which is the later of 90 days after published notice or, with respect to a particular known creditor or claimant, 90 days after the date on which written notice is given to that creditor or claimant. Published notice is considered given on the date of first publication for determining this date.
317A.731 REVOCATION OF DISSOLUTION PROCEEDINGS.
Dissolution proceedings begun under section 317A.721 may be revoked before the articles of dissolution are filed as provided in this section.
The board may adopt a resolution revoking the proposed dissolution by the affirmative vote of a majority of all directors. If there are members with voting rights, the resolution must be submitted to the members under subdivision 3.
Written notice must be given to the members with voting rights within the time and in the manner provided in section 317A.435 for notice of meetings of members and must state that a purpose of the meeting is to consider the advisability of revoking the dissolution proceedings. The proposed revocation must be submitted to the members at the meeting. If the proposed revocation is approved by the members with voting rights, the dissolution proceedings are revoked.
Revocation of dissolution proceedings is effective when a notice of revocation is filed with the secretary of state. After the notice is filed, the corporation may resume business. If notice to the attorney general has been given under section 317A.811, the notice of revocation also must be given to the attorney general on or before the time that it is filed with the secretary of state.
321.0801 NONJUDICIAL DISSOLUTION.
Except as otherwise provided in section 321.0802, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following:
(1) the happening of an event specified in the partnership agreement;
(2) the consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective;
(3) after the dissociation of a person as a general partner:
(A) if the limited partnership has at least one remaining general partner, the consent to dissolve the limited partnership given within 90 days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective; or
(B) if the limited partnership does not have a remaining general partner, the passage of 90 days after the dissociation, unless before the end of the period:
(i) consent to continue the activities of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and
(ii) at least one person is admitted as a general partner in accordance with the consent;
(4) the passage of 90 days after the dissociation of the limited partnership's last limited partner, unless before the end of the period the limited partnership admits at least one limited partner; or
(5) the signing and filing of a declaration of dissolution by the secretary of state under section 321.0809(c).
317A.725 PROCEDURE IN DISSOLUTION.
When a notice of intent to dissolve has been filed with the secretary of state, the board, or the officers acting under the direction of the board, shall proceed as soon as possible:
(1) to collect or make provision for the collection of debts due or owing to the corporation; and
(2) to pay or make provision for the payment of debts, obligations, and liabilities of the corporation according to their priorities.
Notwithstanding section 317A.661, when a notice of intent to dissolve has been filed with the secretary of state, the directors may sell, lease, transfer, or otherwise dispose of all or substantially all of the property and assets of a dissolving corporation without a vote of the members, subject to sections 317A.671 and 317A.811.
Tangible or intangible property, including money, remaining after the discharge of the debts, obligations, and liabilities of the corporation must be distributed under section 317A.735.
317A.730 STATUTE OF LIMITATIONS.
If the corporation gives notice to creditors and claimants under section 317A.727:
(1) the claim of a creditor or claimant to whom notice is given who fails to file a claim according to the procedures set forth by the corporation on or before the date set forth in the notice is subject to section 317A.781; and
(2) the claim of a creditor or claimant that is rejected by the corporation under section 317A.729 is subject to section 317A.781 if the creditor or claimant does not begin legal, administrative, or arbitration proceedings with respect to the claim during the period set forth in section 317A.729, clause (2).
If the corporation does not give notice to creditors and claimants under section 317A.727, the claim of a creditor or claimant who does not begin legal, administrative, or arbitration proceedings concerning the claim within two years after the date of filing the notice of intent to dissolve is subject to section 317A.781.
321.0805 LIABILITY AFTER DISSOLUTION OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER TO LIMITED PARTNERSHIP, OTHER GENERAL PARTNERS, AND PERSONS DISSOCIATED AS GENERAL PARTNER.
(a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under section 321.0804(a) by an act that is not appropriate for winding up the partnership's activities, the general partner is liable:
(1) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and
(2) if another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.
(b) If a person dissociated as a general partner causes a limited partnership to incur an obligation under section 321.0804(b), the person is liable:
(1) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and
(2) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
317A.729 CLAIMS IN DISSOLUTION.
If the corporation gives notice to creditors and claimants under section 317A.727:
(1) the corporation has 30 days from the receipt of each claim filed according to the procedures set forth by the corporation on or before the date set forth in the notice to accept or reject the claim by giving written notice to the person submitting it, a claim not expressly rejected in this manner is considered accepted; and
(2) a creditor or claimant to whom notice is given and whose claim is rejected by the corporation has 60 days from the date of rejection, or 180 days from the date the corporation filed the notice of intent to dissolve with the secretary of state, or 90 days after the date on which notice was given to the creditor or claimant, whichever is longer, to pursue other remedies with respect to the claim.