piers109uk/MN-Statutes huggingface dataset:
298.396 DISTRIBUTION OF PROCEEDS.
The proceeds of the tax collected under section 298.393 shall be distributed by the commissioner of management and budget, upon certificate of the commissioner to the general fund of the state and to the various taxing districts in which the agglomerating facility is located in the following proportions: 22 percent thereof to the city or town; 50 percent thereof to the school district; 22 percent thereof to the county; 6 percent thereof to the state. If the agglomerating facility is located in more than one tax district, the commissioner shall apportion equitably the proceeds of the part of the tax going to cities or towns among such subdivisions, and the part going to school districts among such districts, and the part going to counties among such counties, giving due consideration to the relative extent of the facilities located in each such taxing district. The commissioner's order making such apportionment shall be subject to review by the Tax Court at the instance of any of the interested taxing districts, in the same manner as other orders of the commissioner. The amount to be distributed among the several taxing districts of the state shall be divided by such districts among the funds of such districts in the same proportion as the general ad valorem tax thereof.
507.328 MORTGAGES AND DEEDS OF TRUST OF PIPELINE COMPANIES; FILING AND RECORDING.
A mortgage or deed of trust to secure a debt executed by a pipeline company engaged in the business of transporting oil, gas, petroleum products, or other commodities that may be transported by pipeline, other than a "public utility" as defined in Minnesota Statutes 1982, section 300.111, covering the whole or any part of its easements or other less than fee simple interests in real estate used in the transportation or distribution of oil, gas, petroleum products, or other commodities that may be transported by pipeline, and also covering the fixtures of the pipeline company which are annexed to the pipeline must be filed in the Office of the Secretary of State along with or as a part of the financing statement covering the fixtures. The filing of the mortgage or deed of trust shall have the same effect, and shall be notice of the rights and interests of the mortgagee or trustee in the easements and other less than fee simple interests in real estate to the same extent as if the mortgage or deed of trust were duly recorded in the office of the county recorder, or duly registered in the office of the registrar of titles of the county or counties in which the real estate is situated. The mortgages or deeds of trust may by their terms include after-acquired property, real and personal, and shall be as valid and effectual for that purpose as if the after-acquired property were owned by, and in possession of, the company giving the mortgage and deed of trust at the time of the execution. Notwithstanding the Uniform Commercial Code the filing and recording of the mortgage and deed of trust in the office of the secretary of state shall be notice of the rights of all parties in the real and personal property and fixtures covered by the filing and will so remain until satisfied or discharged without further affidavit, continuation statement, or proceeding.
For the purposes of this section, any mortgage or deed of trust filed under this section shall be deemed to contain a sufficient description to give notice of the rights and interest of the mortgagee or trustee in the easements and other less than fee simple interests in the real estate used for the transmission of oil, gas, petroleum products, or other commodities which may be transported by pipeline if the mortgage and deed of trust states that the security includes rights-of-way, transmission systems, or lines of the pipeline company, or all property owned by the pipeline company.
This section shall not apply to any real estate owned by a pipeline company in fee simple.
299C.76 BACKGROUND CHECK; ACCESS TO FEDERAL TAX INFORMATION.
(a) For the purposes of this section, the following definitions apply.
(b) "Federal tax information" means federal tax returns and return information or information derived or created from federal tax returns, in possession of or control by the requesting agency, that is covered by the safeguarding provisions of section 6103(p)(4) of the Internal Revenue Code.
(c) "IRS Publication 1075" means Internal Revenue Service Publication 1075 that provides guidance and requirements for the protection and confidentiality of federal tax information as required in section 6103(p)(4) of the Internal Revenue Code.
(d) "National criminal history record information" means the Federal Bureau of Investigation identification records as defined in Code of Federal Regulations, title 28, section 20.3(d).
(e) "Requesting agency" means the Department of Revenue, Department of Employment and Economic Development, Department of Children, Youth, and Families, board of directors of MNsure, Department of Information Technology Services, attorney general, and counties.
As required by IRS Publication 1075, a requesting agency shall require fingerprints for a national criminal history record information check from the following individuals who have or will have access to federal tax information:
(1) a current or prospective permanent or temporary employee of the requesting agency;
(2) an independent contractor or vendor of the requesting agency; or
(3) an employee of an independent contractor or vendor of the requesting agency.
An individual subject to this section must provide fingerprints and a written statement of understanding that the fingerprints will be used for a background check to the requesting agency. The requesting agency must submit the fingerprints and written statement of understanding, along with the processing fees, to the superintendent of the Bureau of Criminal Apprehension. The fingerprints must only be used for the purposes described in this section.
(a) After the superintendent of the Bureau of Criminal Apprehension notifies requesting agencies that the United States Attorney General has approved the request for submission under Public Law 92-544, a requesting agency may submit information under subdivision 3.
(b) Upon receipt of the information under subdivision 3, the superintendent of the Bureau of Criminal Apprehension must:
(1) perform a state criminal history record information search;
(2) exchange the fingerprints to the Federal Bureau of Investigation to facilitate a search of the national criminal history record information;
(3) compile the results of the state and national criminal history record information searches; and
(4) provide the results to the requesting agency.
(a) All data collected, created, received, maintained, or disseminated by the requesting agency under this section is classified as private data on individuals as defined in section 13.02, subdivision 12.
(b) Notwithstanding any law to the contrary, a requesting agency must not further disseminate the results received under subdivision 4.
299F.850 CIGARETTE FIRE SAFETY DEFINITIONS.
The terms used in sections 299F.850 to 299F.859 have the meanings given them in this section.
"Agent" means any person licensed by the commissioner of revenue to purchase and affix adhesive or meter stamps on packages of cigarettes.
"Cigarette" means any roll for smoking made wholly or in part of tobacco, the wrapper or cover of which is made of paper or any other substance or material except tobacco.
"Manufacturer" means:
(1) any entity that manufactures or otherwise produces cigarettes or causes cigarettes to be manufactured or produced anywhere that the manufacturer intends to be sold in the state, including cigarettes intended to be sold in the United States through an importer;
(2) the first purchaser anywhere that intends to resell in the United States cigarettes manufactured anywhere that the original manufacturer or maker does not intend to be sold in the United States; or
(3) any entity that becomes a successor of an entity described in clause (1) or (2).
"Quality control and quality assurance program" means the laboratory procedures implemented to ensure that operator bias, systematic and nonsystematic methodological errors, and equipment-related problems do not affect the results of the testing. This program ensures that the testing repeatability remains within the required repeatability values stated in section 299F.851, subdivision 1, paragraph (g), for all test trials used to certify cigarettes in accordance with sections 299F.850 to 299F.859.
"Repeatability" means the range of values within which the repeat results of cigarette test trials from a single laboratory will fall 95 percent of the time.
"Retail dealer" means any person, other than a wholesale dealer, engaged in selling cigarettes or tobacco products.
"Sale" means any transfer of title or possession or both, exchange or barter, conditional or otherwise, in any manner or by any means whatever or any agreement therefore. In addition to cash and credit sales, the giving of cigarettes as samples, prizes, or gifts and the exchanging of cigarettes for any consideration other than money, are considered sales.
"Sell" means to make a sale or to offer or agree to make a sale.
"Wholesale dealer" means any person who (1) sells cigarettes or tobacco products to retail dealers or other persons for purposes of resale or (2) owns, operates, or maintains one or more cigarette or tobacco product vending machines in, at, or upon premises owned or occupied by any other person.
299F.852 CERTIFICATION AND PRODUCT CHANGE.
Each manufacturer shall submit to the state fire marshal a written certification attesting that each cigarette listed in the certification:
(1) has been tested in accordance with section 299F.851; and
(2) meets the performance standard set forth in section 299F.851, subdivision 1, paragraph (d).
Each cigarette listed in the certification must be described with the following information:
(1) brand or trade name on the package;
(2) style, such as light or ultra light;
(3) length in millimeters;
(4) circumference in millimeters;
(5) flavor, such as menthol or chocolate, if applicable;
(6) filter or nonfilter;
(7) package description, such as soft pack or box;
(8) marking approved in accordance with section 299F.853;
(9) the name, address, and telephone number of the laboratory, if different than the manufacturer that conducted the test; and
(10) the date that the testing occurred.
The certifications must be made available to the attorney general for purposes consistent with this section and the commissioner of revenue for the purposes of ensuring compliance with this subdivision.
Each cigarette certified under this subdivision must be recertified every three years.
For each cigarette listed in a certification, a manufacturer shall pay to the state fire marshal a $250 fee, to be deposited in the reduced cigarette ignition propensity account described in section 299F.857.
If a manufacturer has certified a cigarette pursuant to this section, and thereafter makes any change to the cigarette that is likely to alter its compliance with the reduced cigarette ignition propensity standards required by sections 299F.850 to 299F.859, that cigarette must not be sold or offered for sale in this state until the manufacturer retests the cigarette in accordance with the testing standards set forth in section 299F.851 and maintains records of that retesting as required by section 299F.851. Any altered cigarette that does not meet the performance standard set forth in section 299F.851 may not be sold in this state.
299F.853 MARKING AND CIGARETTE PACKAGING.
(a) Cigarettes that are certified by a manufacturer in accordance with section 299F.852 must be marked to indicate compliance with the requirements of section 299F.851. The marking must be in eight-point type or larger and consist of:
(1) modification of the product UPC code to include a visible mark printed at or around the area of the UPC code, which may consist of alphanumeric or symbolic characters permanently stamped, engraved, embossed, or printed in conjunction with the UPC;
(2) any visible combination of alphanumeric or symbolic characters permanently stamped, engraved, or embossed upon the cigarette package or cellophane wrap; or
(3) printed, stamped, engraved, or embossed text that indicates that the cigarettes meet the standards of sections 299F.850 to 299F.859.
(b) A manufacturer shall use only one marking and shall apply this marking uniformly for all brands marketed by that manufacturer and all packages, including but not limited to packs, cartons, and cases.
(c) The state fire marshal must be notified as to the marking that is selected.
(d) Prior to the certification of any cigarette, a manufacturer shall present its proposed marking to the state fire marshal for approval. Upon receipt of the request, the state fire marshal shall approve or disapprove the marking offered, except that the state fire marshal shall approve any marking in use and approved for sale in New York pursuant to the New York "Fire Safety Standards for Cigarettes." Proposed markings are deemed approved if the state fire marshal fails to act within ten business days of receiving a request for approval.
(e) No manufacturer shall modify its approved marking unless the modification has been approved by the state fire marshal in accordance with this section.
(f) Manufacturers certifying cigarettes in accordance with section 299F.852 shall provide a copy of the certifications to all wholesale dealers and agents to which they sell cigarettes, and shall also provide sufficient copies of an illustration of the package marking utilized by the manufacturer pursuant to this section for each retail dealer to which the wholesale dealers or agents sell cigarettes. Wholesale dealers and agents shall provide a copy of these package markings received from manufacturers to all retail dealers to whom they sell cigarettes. Wholesale dealers, agents, and retail dealers shall permit the state fire marshal, the commissioner of revenue, the attorney general, and their employees to inspect markings of cigarette packaging marked in accordance with this section.
299F.854 PENALTIES AND REMEDIES.
(a) A manufacturer, wholesale dealer, agent, or any other person or entity who knowingly sells or offers to sell cigarettes, other than through retail sale, in violation of section 299F.851 is liable to a civil penalty:
(1) for a first offense, not to exceed $10,000 per each sale of such cigarettes; and
(2) for a subsequent offense, not to exceed $25,000 per each sale of such cigarettes.
(b) However, the penalty against any such person or entity for a violation under paragraph (a) must not exceed $100,000 during any 30-day period.
(a) A retail dealer who knowingly sells cigarettes in violation of section 299F.851 is liable to a civil penalty for a first offense, not to exceed:
(1) $500, and for a subsequent offense, not to exceed $2,000, per each sale or offer for sale of such cigarettes, if the total number sold or offered for sale does not exceed 1,000 cigarettes; or
(2) $1,000, and for a subsequent offense, not to exceed $5,000, per each sale or offer for sale of such cigarettes, if the total number sold or offered for sale exceeds 1,000 cigarettes.
(b) However, the penalty against any retail dealer must not exceed $25,000 during any 30-day period.
In addition to any penalty prescribed by law, any corporation, partnership, sole proprietor, limited partnership, or association engaged in the manufacture of cigarettes that knowingly makes a false certification pursuant to this subdivision is, for a first offense, liable to a civil penalty of at least $75,000, and for a subsequent offense a civil penalty not to exceed $250,000 for each false certification.
Any person violating any other provision in sections 299F.850 to 299F.859 is liable to a civil penalty for a first offense not to exceed $1,000, and for a subsequent offense a civil penalty not to exceed $5,000, for each violation.
Cigarettes that have been sold or offered for sale that do not comply with the performance standard required by section 299F.851 are subject to forfeiture under section 297F.21 and, upon judgment of forfeiture, shall be destroyed; provided, however, that before destroying any cigarettes seized in accordance with section 297F.21, which seizure is hereby authorized, the true holder of the trademark rights in the cigarette brand must be permitted to inspect the cigarette.
In addition to any other remedy provided by law, the state fire marshal or attorney general may institute a civil action in district court for a violation of this section, including petitioning for injunctive relief or to recover any costs or damages suffered by the state because of a violation under this section, including enforcement costs relating to the specific violation and attorney fees. Each violation of sections 299F.850 to 299F.859 or of rules adopted under sections 299F.850 to 299F.859 constitutes a separate civil violation for which the state fire marshal or attorney general may obtain relief.
298.405 IRON ORE BEARING MATERIAL OTHER THAN TACONITE AND SEMITACONITE; TAXATION.
Iron-bearing material, other than taconite and semitaconite, having not more than 46.5 percent natural iron content on the average, is subject to taxation under section 298.24. The tax under that section applies to material that is treated in Minnesota for the purpose of making the iron-bearing material merchantable by any means of beneficiation, separation, concentration, or refinement. The tax under section 298.24 does not apply to unmined iron ore and low-grade iron-bearing formations as described in section 273.13, subdivision 31, clause (1).
[Repealed, 2008 c 366 art 10 s 16]
[Repealed, 2008 c 366 art 10 s 16]
[Repealed, 2008 c 366 art 10 s 16]
299F.855 IMPLEMENTATION.
The commissioner of public safety, in consultation with the state fire marshal, may adopt rules, pursuant to chapter 14, necessary to effectuate the purposes of sections 299F.850 to 299F.859.
The commissioner of revenue in the regular course of conducting inspections of wholesale dealers, agents, and retail dealers, as authorized under chapter 297F, may inspect cigarettes to determine if the cigarettes are marked as required by section 299F.853. If the cigarettes are not marked as required, the commissioner of revenue shall notify the state fire marshal.
300.15 POWERS, RIGHTS, LIABILITIES, AND DUTIES OF CONSOLIDATED CORPORATION.
When the agreement is signed, acknowledged, filed for record, and published as required by Minnesota Statutes 2004, section 300.14, the separate existence of the constituent corporations ceases and they become a single corporation in accordance with the agreement, possessing all the rights, privileges, powers, franchises, and immunities and subject to all the liabilities and duties of each of the consolidating corporations. The rights, privileges, powers, franchises, and immunities of each of the corporations and all property, and all debts owing on whatever account, and all other things in action of or belonging to each of the corporations are vested in the consolidated corporation, and all property, rights, privileges, powers, franchises, immunities, and other interests are thereafter as effectually the property of the consolidated corporation as they were of the several and respective constituent corporations. All rights of creditors and all liens upon the property of either of the constituent corporations are preserved unimpaired, and are limited in lien to the property affected by the lien at the time of the consolidation. All debts, liabilities, and duties of the constituent corporations attach to the consolidated corporation and may be enforced against it to the same extent as if the debts, liabilities, and duties had been incurred or contracted by it.
299F.856 INSPECTION.
To enforce sections 299F.850 to 299F.859, the attorney general and the state fire marshal may examine the books, papers, invoices, and other records of any person in possession, control, or occupancy of any premises where cigarettes are placed, stored, sold, or offered for sale, as well as the stock of cigarettes on the premises. Every person in the possession, control, or occupancy of any premises where cigarettes are placed, sold, or offered for sale is hereby directed and required to give the attorney general and the state fire marshal the means, facilities, and opportunity for the examinations authorized by this section.
299F.857 REDUCED CIGARETTE IGNITION PROPENSITY ACCOUNT.
The reduced cigarette ignition propensity account is established in the state treasury. The account consists of all money recovered as penalties under section 299F.854 and fees collected under section 299F.852, subdivision 5. The money must be deposited to the credit of the account and, in addition to any other money made available for such purpose, is appropriated to the state fire marshal for costs associated with the development and presentation of fire and life safety education programs throughout Minnesota, and all costs associated with sections 299F.850 to 299F.859.
299F.859 LOCAL REGULATION.
Notwithstanding any other provision of law, the local governmental units of this state may neither enact nor enforce any ordinance or other local law or regulation conflicting with, or preempted by, any provision of sections 299F.850 to 299F.858 or with any policy of this state expressed by sections 299F.850 to 299F.858, whether that policy be expressed by inclusion of a provision in sections 299F.850 to 299F.858 or by exclusion of that subject from sections 299F.850 to 299F.858.
299F.858 SALE OUTSIDE OF MINNESOTA.
Sections 299F.850 to 299F.859 do not prohibit any person or entity from manufacturing or selling cigarettes that do not meet the requirements of section 299F.851 if the cigarettes are or will be stamped for sale in another state or are packaged for sale outside the United States and that person or entity has taken reasonable steps to ensure that such cigarettes will not be sold or offered for sale to persons located in Minnesota.
298.47 NOTIFICATION OF COMMISSIONER OF REVENUE OF UNMINED IRON ORE.
On ascertaining that there are in existence reserves of unmined iron ore previously unreported, the county auditor shall transmit all the relevant information to the commissioner of revenue as soon as expedient.
298.48 MINERAL RIGHTS; EXPLORATION DATA; FILING REQUIREMENTS; PENALTIES.
By April 1 each year, every owner or lessee of mineral rights who, in respect thereto, has engaged in any exploration for or mining of taconite, semitaconite, or iron-sulphide shall file with the commissioner of revenue all data of the following kinds in the possession or under the control of the owner or lessee which was acquired during the preceding calendar year:
(a) Maps and other records indicating the location, character and extent of exploration for taconite, semitaconite, or iron-sulphides;
(b) Logs, notes and other records indicating the nature of minerals encountered during the course of exploration;
(c) The results of any analyses of metallurgical tests or samples taken in connection with exploration;
(d) The ultimate pit layout and the supporting cross sections; and
(e) Any other data which the commissioner of revenue may determine to be relevant to the determination of the location, nature, extent, quality or quantity of unmined ores of said minerals. The commissioner of revenue may compel submission of the data. The court administrator of any court of record, upon demand of the commissioner, shall issue a subpoena for the production of any data before the commissioner. Disobedience of subpoenas issued under this section shall be punished by the district court of the district in which the subpoena is issued as for a contempt of the district court.
Notwithstanding any other law to the contrary, the commissioner of revenue may use any data filed pursuant to subdivision 1 and any similar data otherwise obtained to the extent and in the manner the commissioner deems necessary to project the future availability, value, and utilization of the metallic mineral resources of this state. In making such projections the commissioner of revenue may consult with, and provide data as deemed appropriate to, the commissioner of natural resources.
Any owner or lessee of mineral rights who fails, neglects or refuses to make any filing required by this section is guilty of a gross misdemeanor.
The data filed pursuant to subdivision 1 shall be considered confidential for three years from the date it is filed with the commissioner. Nothing herein contained shall be construed to prohibit the commissioner from disclosing information or publishing statistics so classified as not to disclose the identity of particular data.
Notwithstanding the other provisions of this subdivision, the commissioner may furnish any information supplied under this section to the commissioner of natural resources, the commissioner of employment and economic development, or a county assessor. Any person violating the provisions of this section shall be guilty of a gross misdemeanor.
301.71 DEVELOPMENT CORPORATIONS.
Any three or more natural persons who are residents of this state may form a development corporation by complying with the conditions prescribed in sections 301.71 to 301.84.
They subscribe and acknowledge a certificate specifying:
(1) The name, the general nature of its business, and the principal place of transacting its business. The name shall distinguish the corporation from all other corporations authorized to do business in the state, and shall contain the words "Development Corporation".
(2) The period of its duration, which may be limited or perpetual.
(3) The name and residence of each incorporator.
(4) The names and addresses of those composing this board until the first election.
(5) The highest amount of indebtedness or liability to which the corporation shall be subject.
The certificate may contain any other lawful provision defining and regulating the powers and business of the corporation, its officers, directors, members, and stockholders.
301.72 PURPOSES.
The purpose of the corporation is to assist, encourage and through the cooperative efforts of the institutions and corporations which, from time to time become members thereof, develop and advance the business prosperity and economic welfare of this state; to encourage and assist in the location of new business and industry in this state and to rehabilitate existing business and industry; to stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of this state, and provide maximum opportunities for employment; to cooperate and act in conjunction with other organizations, public or private, the objects of which are the promotion and advancement of industrial, commercial, agricultural and recreational developments in this state; and to furnish money and credit to approved and deserving applicants, for the promotion, development and conduct of all kinds of business activity in this state, thereby establishing a source of credit not otherwise readily available therefor.
301.73 CERTIFICATE.
The certificate of the corporation shall be filed for record with the secretary of state. Upon finding that the certificate conforms to law, has endorsed thereon the approval of the commissioner of commerce, and that the required fee has been paid, the secretary of state shall record the same and certify that fact thereon. After such recordation the certificate shall be filed for record with the county recorder of the county of the principal place of business, as specified in the certificate.
301.74 PUBLICATION OF CERTIFICATE.
Every such certificate of incorporation shall be published in a qualified newspaper in the county of such principal place of business for two successive days in a daily, or for two successive weeks in a weekly, newspaper. Upon filing with the secretary of state proof of such publication, its corporate organization shall be complete.
300.64 LIABILITY OF STOCKHOLDERS AND DIRECTORS.
If the capital stock of a manufacturing corporation is withdrawn and refunded to the stockholders before the payment of corporate debts for which it would have been liable, the stockholders are liable to a creditor, to the amount of the sum refunded to each of them, respectively. If, in an action under this statute, a stockholder is compelled to pay a debt, the stockholder may call upon every stockholder to whom any part of the stock has been refunded to contribute a proportionate share of the sum so paid by the stockholder.
If the directors pay a dividend when the corporation is insolvent, knowing that the corporation is insolvent, or that the dividend would render it so, or when its payment would render it insolvent, those assenting to the payment are jointly and severally liable in an action on the statute for all debts due from the corporation at the time of the dividend.
Every officer who intentionally neglects or refuses to perform a duty imposed by law is liable for all corporate debts contracted during the period of the neglect. If the corporation violates a provision of law whereby it becomes insolvent, the directors ordering or assenting to the violation are liable in an action under the statute for all debts contracted after the violation.
A director's personal liability to the corporation or its stockholders or members for monetary damages for breach of fiduciary duty as a director may be eliminated or limited in the certificate. The certificate shall not eliminate or limit the liability of a director:
(1) for a breach of the director's duty of loyalty to the corporation or its stockholders or members;
(2) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
(3) for acts prohibited under Minnesota Statutes 2004, section 300.60;
(4) under subdivision 1, 2, or 3;
(5) for a transaction from which the director derived an improper personal benefit; or
(6) for an act or omission occurring prior to the date when the provision in the certificate eliminating or limiting liability becomes effective.
301.76 CAPITAL STOCK.
The capital stock of the corporation shall be 20,000 shares of no par value, which shall be issued for $50 per share in cash. At least 25 percent of the capital stock shall be paid into the treasury of the corporation in cash before the corporation may transact any business other than such as relates to its organization.
301.77 DIRECTORS.
All the corporate powers of the corporation shall be exercised by a board of not less than eight elected directors (but the number of elected directors shall always be an even number) who shall be residents of Minnesota and, except in the case of the first board, representative of the various sections of the state as determined in the bylaws. The commissioner of employment and economic development shall be, ex officio, a director with all the authority but without the liability as such, except for gross negligence or willful misconduct. The number of directors and their term of office shall be determined in the bylaws. If any vacancy occurs in the board of directors through death, resignation, or otherwise, the remaining directors may elect a person to fill the vacancy until the next annual meeting of the corporation.
The first board of directors shall adopt bylaws, which remain effective until amended or repealed by action of a subsequent board.
The first annual meeting shall be held at a date to be fixed by the board of directors as soon as reasonably possible after a minimum of 25 percent of the capital stock of the corporation shall have been paid into its treasury. The annual meeting shall be called in the manner provided by the bylaws. At the first annual meeting, and at each annual meeting thereafter, a majority of the elected directors shall be elected by a vote of the nonstockholder members of the corporation hereinafter provided for, and the remaining elected directors shall be elected by a vote of the stockholder members. The stockholder members shall have one vote for each share of stock. The nonstockholder members shall each have one vote, and each nonstockholder member having a loan limit as herein defined of more than $10,000 shall have one additional vote in such election.
300.65 MINING CORPORATIONS; MEETINGS; STOCK IN OTHER COMPANIES PERMITTED; PENALTIES.
The directors, managing officers, or stockholders of a mining corporation may meet and transact business outside the state, and may establish offices elsewhere; but an office where legal process may be served must always be maintained within the state. The corporation may acquire and hold stock in another corporation, if a majority in amount of the stockholders agree to the acquisition. Every officer of the corporation or other person who fraudulently issues, or causes to be issued, any stock, scrip, or evidence of corporate debt, or who sells, offers for sale, pledges as security, or otherwise disposes of stock, scrip, or evidence of debt, knowing it to be fraudulently issued, is guilty of a felony.
300.67 DECLARATION OF POLICIES.
It is declared to be the public policy of the state of Minnesota that contributions made in accordance with the provisions of section 300.66 constitute a valid and proper use of corporate funds, and in the absence of an express provision in its charter to the contrary, the making of contributions or gifts by a corporation is within its powers and inures to the benefit of the corporation.
300.66 CONTRIBUTIONS BY CORPORATIONS.
A corporation organized under the laws of this state or a corporation authorized to do business in this state may contribute to or for the uses enumerated in subdivisions 2 to 4, the sums its board of directors or trustees considers proper.
The corporation may contribute to the United States, a state, territory or political subdivision of it or the District of Columbia, or a possession of the United States, for exclusively public purposes.
The corporation may contribute to a community chest, corporation, organization, trust, fund, association or foundation, organized and operating for religious, charitable, philanthropic, benevolent, scientific, veteran rehabilitation service, literary, artistic, educational, civic or patriotic purposes or for the prevention of cruelty to children or animals.
The corporation may contribute to a fraternal society, order or association, operating under the lodge system if the contributions or gifts are to be used for the purposes specified in subdivision 3, or posts or organizations of war veterans or an auxiliary unit or society of the posts or organizations if no part of their net income inures to the benefit of a private shareholder or individual.
301.78 NONSTOCKHOLDER MEMBERS.
The nonstockholder members of the corporation shall consist of such national or state banks, savings banks, savings associations, trust companies, stock or mutual insurance companies and other financial institutions as may make application for membership in said corporation, and membership shall become effective upon the acceptance of such application by the board of directors. Each such member of the corporation shall lend money to the corporation as and when called upon by it to do so on such terms and other conditions as shall be approved from time to time by a majority of the directors. The total amount of loans by any member at any one time shall not exceed the following limit, to be determined as of the time such member becomes a member (on the basis of the balance sheet of such member at the close of its preceding fiscal year, certified by its proper officers): 2-1/2 percent of the capital and surplus of commercial banks and trust companies; 2-1/2 percent of one-half of the total surplus accounts of savings banks; 2-1/2 percent of the guaranty funds, surplus and undivided profits of savings associations and 2-1/2 percent of the capital and surplus of stock insurance companies; 2-1/2 percent of the guaranty funds or of the surplus, whichever is applicable, of mutual insurance companies and comparable limits approved by the board of directors of the corporation for other banking, financing and insurance companies and related corporations, partnerships, foundations, and other institutions. All loan limits shall be established at the thousand dollar amount nearest to the amount computed in accordance with the aforesaid percentages. All calls of funds which nonstockholder members are committed to lend to the corporation shall be prorated by the corporation among the nonstockholder members in the same proportion that the individual lines of credit bear to the aggregate lines of credit. Upon 60 days' written notice, a member of the corporation may withdraw from membership in the corporation at the expiration date of such notice, and after said expiration date shall be free of obligations hereunder except those accrued prior to said expiration date.
300.68 VALIDATION OF PRIOR GIFTS.
Sections 300.66 and 300.67 do not invalidate contributions or gifts made before March 22, 1949 by a corporation. All contributions or gifts made by corporations prior to that date are as valid as if made after that date.
301.80 LIMITATIONS ON OBLIGATIONS.
At no time shall the total obligations of the corporation exceed ten times the amount of the paid-in capital and surplus, not including earned surplus.
301.79 EARNED SURPLUS.
The corporation shall set apart as an earned surplus all of its net earnings in each and every year until such earned surplus shall equal the total of the paid-in capital. Said earned surplus shall be held in cash or invested in United States government bonds, and shall be kept and used to meet losses and contingencies of the corporation. Whenever the amount of the earned surplus becomes impaired, it shall be restored to the required amount in the manner provided for its original accumulation.
301.81 DEPOSIT OF FUNDS.
The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a vote of a majority of the directors, exclusive of any director who is an officer or director of the depository so designated. The corporation shall not receive money on deposit. No loans shall be made directly or indirectly to any officer of the corporation or to any firm of which such officer is a member, or officer.
301.82 SUPERVISION AND EXAMINATION.
The corporation is subject to the supervision of and examination by the commissioner of commerce in the manner provided by section 46.04. The corporation shall pay the actual expenses of the examination as fixed by the commissioner. The corporation shall make such reports of its condition to the commissioner as may be prescribed by the commissioner.
301.83 RIGHTS OF HOLDERS OF CAPITAL STOCK.
The holders of capital stock as such shall have no preemptive or preferential right to purchase or subscribe for any part of the unissued capital stock of the corporation of any class or for any new issue of stock of any class, whether now or hereafter authorized or issued, or to purchase or subscribe for any bonds or other obligations, whether or not convertible into stock of any class of the corporation, now or hereafter authorized or issued.
301.84 OBLIGATIONS ARE LEGAL INVESTMENTS FOR MEMBERS.
Notwithstanding any other statute, the notes or other interest-bearing obligations of any corporation organized under sections 301.71 to 301.84, issued in accordance with sections 301.71 to 301.84 and the articles of incorporation and the bylaws of the corporation shall be legal investments for any banks, savings banks, savings associations, trust companies, stock or mutual insurance companies or other financial institutions which become members of the corporation.
303.01 CITATION.
Sections 303.01 to 303.24 may be cited as the "Minnesota Foreign Corporation Act."
306.01 CEMETERY ASSOCIATIONS AND PRIVATE CEMETERIES, HOW GOVERNED.
Public cemetery associations existing on March 1, 1906, shall continue under the forms of organization adopted by them and retain the rights and powers then possessed. Cemetery associations and private cemeteries established after that date shall be organized and governed by this chapter.
302A.001 CITATION.
This chapter may be cited as the "Minnesota Business Corporation Act."
304A.001 CITATION.
This chapter may be cited as the "Minnesota Public Benefit Corporation Act."
308B.001 CITATION.
This chapter may be cited as the "Minnesota Cooperative Associations Act."
307.01 PLAT AND RECORD.
Any private person and any religious corporation may establish a cemetery on the person's or corporation's own land in the following manner: The land shall be surveyed and a plat thereof made. A stone or other monument shall be established to mark one corner of such cemetery, and its location shall be designated on the plat. The plat and the correctness thereof shall be certified by the surveyor, whose certificate shall be endorsed thereon, and with such endorsement shall be filed for record with the county recorder in the county where the cemetery is located, showing the area and location of the cemetery. Any person or association owning such private cemetery may subdivide or rearrange the same, from time to time, as may be necessary in the conduct of the business, but no plat of such subdivision or rearrangement shall interfere with the rights and privileges of the several lot owners of such cemetery without their consent, nor need same be filed in the office of the county recorder; provided, that a plat of the same shall be kept for public inspection at such cemetery; and, provided, further, that there shall be placed at the corner of each lot of such subdivision or rearrangement cement or other nondestructible markers three inches or more in diameter and eight inches or more in length, one of such markers showing the number of the lot.
308C.001 CITATION.
This chapter may be cited as the "Minnesota Cooperative Housing Act."
308A.001 CITATION.
This chapter may be cited as the "Minnesota Cooperative Law."
308A.005 DEFINITIONS.
The definitions in this section apply to this chapter.
"Address" means mailing address, including a zip code. In the case of a registered address, the term means the mailing address and the actual office location, which may not be a post office box.
"Articles" means the articles of incorporation of a cooperative as originally filed and amended.
"Association" means an organization conducting business on a cooperative plan that is incorporated under other laws of this state or another state.
"Board" means the board of directors of a cooperative.
"Cooperative" means an association conducting business on a cooperative plan that is organized under this chapter or is subject to this chapter.
"Corporation" means a company, limited liability company, whether domestic or foreign, association, or body vested with a corporate power or function.
"Domestic corporation" means a corporation organized under the laws of this state.
"Filed with the secretary of state" means that a document meeting the applicable requirements of this chapter, signed and accompanied by the required filing fee, has been delivered to the secretary of state of this state. The secretary of state shall endorse on the document the word "Filed" and the month, day, and year of filing, record the document in the Office of the Secretary of State, and return a document to the person who delivered it for filing.
"Foreign cooperative" means a foreign business entity organized to conduct business on a cooperative plan consistent with this chapter or chapter 308B.
"Foreign corporation" means a corporation that is not a domestic corporation.
"Health care cooperative" has the meaning given in section 62R.04, subdivision 2.
"Member" means a member or a stockholder of a cooperative who is entitled to vote.
"Members' meeting" means a regular or special members' meeting.
(a) "Signed" means that the signature of a person has been written on a document, as provided in section 645.44, subdivision 14, and, with respect to a document required by this chapter to be filed with the secretary of state, means that the document has been signed by a person authorized to do so by this chapter, the articles or bylaws, or by a resolution approved by the directors or the members.
(b) A signature on a document may be a facsimile affixed, engraved, printed, placed, stamped with indelible ink, transmitted by facsimile or electronically, or in any other manner reproduced on the document.
"Stockholder" means the holder of a share of common stock of a cooperative.
303.02 DEFINITIONS.
For the purposes of this chapter the terms defined in this section have the meanings ascribed to them.
"Corporation" means a corporation formed for profit and includes a cooperative.
"Foreign trust association" includes every banking and trust association or corporation organized under the laws of any state other than this state having the power to act as executor, administrator, trustee, guardian, or conservator, and every national banking association maintaining its principal office in any state other than this state which is granted permission by the comptroller of the currency to act in a fiduciary capacity under the provisions of United States Code, title 12, chapter 92a, as amended.
"Foreign corporation" does not include any corporation which, under the Constitution and statutes of the United States, may transact business in this state without first obtaining a certificate of authority so to do, insurance companies as defined by section 60A.02, and any banking or trust association or corporation or national banking association acting in this state as an executor, administrator, trustee, guardian, or conservator under section 303.25.
"Address" means mailing address, including a zip code. In the case of a registered office, the term means the mailing address and the actual office location which may not be a post office box.
"Process" means any statutory notice or demand required or permitted to be served on a natural person or a corporation, and includes the summons in a civil action, and any process which may be issued in any action or proceeding in any court.
"Articles of incorporation" means the original articles of incorporation, all articles or certificates of amendment thereof, articles of consolidation or merger, and certificates filed or issued in connection with reduction of stated capital.
308C.003 APPLICATION OF OTHER STATUTES.
Cooperatives formed under this chapter and cooperatives that were formed under chapter 308A or 308B that convert and become exclusively governed by this chapter shall be known as housing cooperatives.
Membership interests are exempt from registration to the same extent as the securities offered by any cooperative under chapter 308A or 308B are exempt from registration under chapter 80A.
In the event of a conflict between this chapter and chapter 515B, chapter 515B shall control.