reglab/housing_qa huggingface dataset:
MN Stat § 317A.455 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.455 — Corporation's Acceptance Of Member Act.

317A.455 CORPORATION'S ACCEPTANCE OF MEMBER ACT. Subdivision 1. Name of member. If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the record name of a member, the corporation if acting in good faith may accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member. Subd. 2. Name other than member. Unless the articles or bylaws provide otherwise, if the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith may accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if: (1) the member is an entity and the name signed purports to be that of an officer or agent of the entity; (2) the name signed purports to be that of an administrator, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (3) the name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (4) the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the member and if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment; or (5) two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all the coholders. Subd. 3. Rejection of vote. The corporation may reject a vote, consent, waiver, or proxy appointment if the officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member. Subd. 4. Liability. The corporation or its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section is not liable in damages to the member for the consequences of the acceptance or rejection. Subd. 5. Validity of corporate action. Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise. History:  1989 c 304 s 77; 1990 c 488 s 31
MN Stat § 317A.457 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.457 — Voting Agreements.

317A.457 VOTING AGREEMENTS. (a) To the extent permitted in the articles or bylaws, two or more members may provide for how they will vote by signing an agreement for that purpose. An agreement may be valid for a period of up to ten years. The agreement must have a reasonable purpose consistent with the corporation's purposes. (b) A voting agreement created under this section is specifically enforceable. (c) A voting agreement is not effective until it is filed with the corporation. History:   1989 c 304 s 78
MN Stat § 317A.461 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.461 — Books And Records; Financial Statement.

317A.461 BOOKS AND RECORDS; FINANCIAL STATEMENT. Subdivision 1. Articles and bylaws; minutes. A corporation shall keep at its registered office correct and complete copies of its articles and bylaws, accounting records, voting agreements, and minutes of meetings of members, board of directors, and committees having any of the authority of the board of directors for the last six years. Subd. 2. Inspection. A member or a director, or the agent or attorney of a member or a director, may inspect all documents referred to in subdivision 1 or 3 for any proper purpose at any reasonable time. A proper purpose is one reasonably related to the person's interest as a member or director of the corporation. Subd. 3. Financial statement. Upon request, a corporation shall give the member or the director a statement showing the financial result of all operations and transactions affecting income and surplus during its last annual accounting period and a balance sheet containing a summary of its assets and liabilities as of the closing date of the accounting period. Subd. 4. Other use prohibited. A member or director who has gained access under this section to any corporate record may not use or furnish to another for use the corporate record or a portion of the contents for any purpose other than a proper purpose. Upon application of the corporation, a court may issue a protective order or order other relief as may be necessary to enforce the provisions of this subdivision. Subd. 5. Cost of copies. The corporation may charge the requesting party a reasonable fee to cover the expenses of providing copies of documents under this section. Subd. 6. Computerized records. The records maintained by a corporation may use any information storage technique, even though the technique makes them illegible visually, if the records can be converted accurately and within a reasonable time into a form that is legible visually and whose contents are assembled by related subject matter to permit convenient use by people in the normal course of business. A corporation shall convert any of the records referred to in subdivision 1 or 3 upon the request of a person entitled to inspect them, and the expense of the conversion must be borne by the person who bears the expense of copying under subdivision 5. A copy of the conversion is admissible in evidence, and must be accepted for all other purposes, to the same extent as the existing or original records would be if they were legible visually. Subd. 7. Remedies. A member or a director who is wrongfully denied access to or copies of documents under this section may bring an action for injunctive relief, damages, and costs and reasonable attorney fees. History:  1989 c 304 s 79; 1992 c 503 s 12
MN Stat § 317A.467 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.467 — Equitable Remedies.

317A.467 EQUITABLE REMEDIES. If a corporation or an officer or director of the corporation violates this chapter, a court in this state, in an action brought by at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, or by the attorney general, may grant equitable relief it considers just and reasonable in the circumstances and award expenses, including attorney fees and disbursements, to the members. History:   1989 c 304 s 80
MN Stat § 317A.501 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.501 — Loans; Guarantees; Suretyship.

317A.501 LOANS; GUARANTEES; SURETYSHIP. Subdivision 1. Prerequisites. A corporation may lend money to, guarantee or pledge its assets as security for an obligation of, become a surety for, or otherwise financially assist a person, if the transaction, or a class of transactions to which the transaction belongs, is approved by the board and: (1) is in the usual and regular course of activities of the corporation; (2) is with, or for the benefit of, a related organization, an organization in which the corporation has a financial interest, a person with whom the corporation has a relationship in the course of its activities, or an organization to which the corporation has the power to make donations; (3) is with, or for the benefit of, an officer, director, or employee of the corporation or a related organization, and is authorized under subdivision 2; or (4) subject to subdivision 2, has been approved by two-thirds of the members with voting rights or, if there are no members with voting rights, by two-thirds of the board. Subd. 2. Limitation on loans and guarantees for officers, directors, and employees. A corporation may not lend money to or guarantee the obligation of a director, officer, or employee of the corporation or a related organization, or of the spouse, parents, children and spouses of children, brothers and sisters or spouses of brothers and sisters of the director, officer, or employee, unless the loan or guarantee may reasonably be expected, in the judgment of the board, to benefit the corporation. If a loan or guarantee is made in violation of this subdivision, the borrower's liability on the loan is not affected. The officers and directors who make a loan in violation of this subdivision or assent to it are jointly and severally liable for its repayment. This subdivision does not prohibit an advance of money for expenses authorized by section 317A.505. Subd. 3. Interest; security. A loan, guaranty, surety contract, or other financial assistance under subdivision 1 or 2 may be with or without interest and may be unsecured or secured. Subd. 4. Banking authority not granted. This section does not grant authority to act as a bank or to carry on the business of banking. History:   1989 c 304 s 81
MN Stat § 317A.505 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.505 — Advances.

317A.505 ADVANCES. A corporation may, without a vote of the directors, advance money to its directors, officers, employees, or agents to cover expenses that can reasonably be anticipated to be incurred by them in the performance of their duties and for which they would be entitled to reimbursement in the absence of an advance. History:   1989 c 304 s 82
MN Stat § 317A.601 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.601 — Merger, Consolidation, Or Transfer.

317A.601 MERGER, CONSOLIDATION, OR TRANSFER. Subdivision 1. Merger or consolidation. Two or more corporations may merge or consolidate, resulting in a single corporation subject to this chapter. A merger or consolidation must be made as provided in sections 317A.611 to 317A.651. Subd. 2. Transfer. A corporation may sell, lease, transfer, or dispose of all or substantially all of its property and assets under section 317A.661. Subd. 3. Notice to attorney general. If applicable, a corporation shall comply with section 317A.811 before it may merge or consolidate or transfer all or substantially all of its assets. History:   1989 c 304 s 84
MN Stat § 317A.611 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.611 — Plan Of Merger Or Consolidation.

317A.611 PLAN OF MERGER OR CONSOLIDATION. A plan of merger or consolidation must contain: (1) the names of the corporations proposing to merge or consolidate; (2) the name of the surviving or new corporation; (3) the terms and conditions of the proposed merger or consolidation; (4) in the case of a merger, the manner and basis of converting the memberships of the constituent corporations into memberships of the surviving corporation or of any other corporation; (5) in the case of a merger, a statement of amendments to the articles of the surviving corporation proposed as part of the merger; (6) in the case of a consolidation, the provisions required by section 317A.111 to be set out in the articles of the new corporation; and (7) other provisions with respect to the proposed merger or consolidation that are considered necessary or desirable. History:   1989 c 304 s 85
MN Stat § 317A.613 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.613 — Plan Approval.

317A.613 PLAN APPROVAL. Subdivision 1. Approval by each constituent corporation. A plan of merger or consolidation must be approved and adopted by each constituent corporation as provided in this section. Subd. 2. Approval by board and members with voting rights. When a constituent 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 merger or consolidation 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 merger or consolidation is adopted upon receiving the affirmative vote of a majority of the members with voting rights voting on the action. Subd. 3. Approval by board. When a constituent corporation does not have members with voting rights, and unless the articles or bylaws require a greater vote, a plan of merger or consolidation 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 merger or consolidation. History:  1989 c 304 s 86; 2010 c 250 art 1 s 36
MN Stat § 317A.615 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.615 — Articles Of Merger Or Consolidation; Certificate.

317A.615 ARTICLES OF MERGER OR CONSOLIDATION; CERTIFICATE. Subdivision 1. Contents of articles. Upon receiving the approval required by section 317A.613 and after compliance with section 317A.811, if applicable, articles of merger or consolidation must be prepared that contain: (1) the plan of merger or consolidation; (2) a statement that the plan has been approved by each corporation under this chapter; and (3) a statement that the 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. Subd. 2. Articles signed, filed. The articles of merger or consolidation must be signed on behalf of each constituent corporation and filed with the secretary of state. Subd. 3. Certificate. The secretary of state shall issue a certificate of merger to the surviving corporation or a certificate of consolidation and incorporation to the new corporation. History:  1989 c 304 s 87; 1990 c 488 s 32
MN Stat § 317A.631 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.631 — Abandonment.

317A.631 ABANDONMENT. Subdivision 1. By members or board of each corporation; under terms of plan. 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. Subd. 2. By board of one corporation. 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. Subd. 3. Filing of articles. 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. History:  1989 c 304 s 88; 2017 c 17 s 19
MN Stat § 317A.643 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.643 — Continuance Of Corporate Authority.

317A.643 CONTINUANCE OF CORPORATE AUTHORITY. When an act or instrument is considered necessary or appropriate to evidence the vesting of property or other rights in the single corporation, the persons with authority to do so under the articles or bylaws of each constituent corporation shall do the act or execute and deliver the instrument and for this purpose, the existence of the constituent corporations and the authority of those persons is continued. History:   1989 c 304 s 90
MN Stat § 317A.651 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.651 — Merger Or Consolidation With Foreign Corporation.

317A.651 MERGER OR CONSOLIDATION WITH FOREIGN CORPORATION. Subdivision 1. When permitted. 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. Subd. 2. Laws applicable before transaction. 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. Subd. 3. Surviving corporation. If the single corporation will be incorporated under this chapter, it shall comply with this chapter. Subd. 4. Foreign surviving corporation. 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. History:   1989 c 304 s 91
MN Stat § 317A.671 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.671 — Certain Assets Not To Be Diverted.

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. History:  1989 c 304 s 93; 1989 c 340 art 2 s 9; 1997 c 222 s 43; 2017 c 17 s 10
MN Stat § 317A.681 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.681 — Conversion.

317A.681 CONVERSION. Subdivision 1. Definitions. (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. Subd. 2. Conversion requirements. 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. Subd. 3. Contents of plan of conversion. 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. History:   2017 c 17 s 11