reglab/housing_qa huggingface dataset:
MN Stat § 317A.683 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.683 — Action On Plan Of Conversion By Converting Corporation.

317A.683 ACTION ON PLAN OF CONVERSION BY CONVERTING CORPORATION. Subdivision 1. Approval. A plan of conversion must be approved and adopted by a converting corporation as provided in this section. Subd. 2. Approval by board and members with voting rights. 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. Subd. 3. Approval by board. 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. History:   2017 c 17 s 12
MN Stat § 317A.687 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.687 — Abandonment.

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. History:   2017 c 17 s 14
MN Stat § 317A.701 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.701 — Methods Of Dissolution.

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. History:   1989 c 304 s 94
MN Stat § 317A.711 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.711 — Voluntary Dissolution By Incorporators.

317A.711 VOLUNTARY DISSOLUTION BY INCORPORATORS. Subdivision 1. Manner. 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. Subd. 2. Articles of dissolution. (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. Subd. 3. Effective date. When the articles of dissolution have been filed with the secretary of state, the corporation is dissolved. Subd. 4. Certificate. 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. History:  1989 c 304 s 95; 1990 c 488 s 33; 2011 c 106 s 13
MN Stat § 317A.721 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.721 — Voluntary Dissolution By Board And Members With Voting Rights.

317A.721 VOLUNTARY DISSOLUTION BY BOARD AND MEMBERS WITH VOTING RIGHTS. Subdivision 1. Approval required. A corporation may be dissolved by the board and members with voting rights as provided in this section. Subd. 2. Approval by board; plan of dissolution. 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. Subd. 3. Approval by members with voting rights. (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. History:  1989 c 304 s 96; 2010 c 250 art 1 s 38,39
MN Stat § 317A.723 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.723 — Filing Notice Of Intent To Dissolve; Effect.

317A.723 FILING NOTICE OF INTENT TO DISSOLVE; EFFECT. Subdivision 1. Contents. 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. Subd. 2. Winding up. 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. Subd. 3. Remedies continued. 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. History:   1989 c 304 s 97
MN Stat § 317A.725 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.725 — Procedure In Dissolution.

317A.725 PROCEDURE IN DISSOLUTION. Subdivision 1. Collection; payment. 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. Subd. 2. Transfer of assets. 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. Subd. 3. Distribution of assets. 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. History:   1989 c 304 s 98
MN Stat § 317A.727 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.727 — Notice To Creditors And Claimants.

317A.727 NOTICE TO CREDITORS AND CLAIMANTS. Subdivision 1. When permitted; how given. 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. Subd. 2. Contents. 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. History:   1989 c 304 s 99
MN Stat § 317A.729 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.729 — Claims In Dissolution.

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. History:   1989 c 304 s 100
MN Stat § 317A.730 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.730 — Statute Of Limitations.

317A.730 STATUTE OF LIMITATIONS. Subdivision 1. Corporations that give notice. 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). Subd. 2. Other corporations. 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. History:   1989 c 304 s 101
MN Stat § 317A.731 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.731 — Revocation Of Dissolution Proceedings.

317A.731 REVOCATION OF DISSOLUTION PROCEEDINGS. Subdivision 1. Generally. Dissolution proceedings begun under section 317A.721 may be revoked before the articles of dissolution are filed as provided in this section. Subd. 2. Revocation by board. 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. Subd. 3. Approval by members with voting rights. 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. Subd. 4. Effective date; effect. 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. History:   1989 c 304 s 102
MN Stat § 317A.733 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.733 — Articles Of Dissolution; Certificate Of Dissolution; Effect.

317A.733 ARTICLES OF DISSOLUTION; CERTIFICATE OF DISSOLUTION; EFFECT. Subdivision 1. Articles; when filed. Articles of dissolution for a corporation dissolving under section 317A.721 must be filed with the secretary of state after compliance with section 317A.811, if applicable, and: (1) the payment of claims of known creditors and claimants has been made or provided for; (2) if the corporation has given notice to creditors and claimants in the manner provided in section 317A.727: (i) the 90-day period in section 317A.727, subdivision 2, clause (5), has expired and the payment of claims of the creditors and claimants filing a claim within that period has been made or provided for; or (ii) the longer of the periods described in section 317A.729, clause (2), has expired; or, in all other cases; (3) the two-year period described in section 317A.730 has expired. Subd. 2. Contents of articles. The articles of dissolution must state: (a)(1) whether notice has been given to the creditors and claimants of the corporation in the manner provided in section 317A.727 and, if notice has been given, the last date on which the notice was given and: (i) that the payment of the creditors and claimants filing a claim within the 90-day period set forth in section 317A.727, subdivision 2, clause (5), has been made or provided for; or (ii) the date on which the longer of the periods described in section 317A.729, clause (2), expired; or (2) if notice was not given and articles of dissolution are being filed under subdivision 1, clause (1), that the debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provisions have been made for them; (b) that the remaining assets of the corporation have been distributed under section 317A.735 or that adequate provision has been made for the distribution; (c) that there are no pending legal, administrative, or arbitration proceedings by or against the corporation, or that adequate provision has been made for the satisfaction of a judgment, order, or decree that may be entered against it in a pending proceeding; and (d) if applicable, 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. Subd. 3. Effective date. When the articles of dissolution have been filed with the secretary of state, or on a later date or a later time each within 30 days after filing if the articles of dissolution so provide, the corporation is dissolved. Subd. 4. Certificate. 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 dissolution was filed with the secretary of state; and (3) a statement that the corporation is dissolved at the effective date and time of the dissolution. History:  1989 c 304 s 103; 1995 c 186 s 65,66; 2002 c 311 art 3 s 13,14; 2011 c 106 s 14
MN Stat § 317A.735 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.735 — Distribution Of Assets.

317A.735 DISTRIBUTION OF ASSETS. Subdivision 1. General. In performing their duties under section 317A.725, the board, or the officers acting under the direction of the board, shall distribute the assets of the corporation in the following order of priority: (1) distribution of assets received and held for a special use or purpose under subdivision 2; (2) payment of costs and expenses of the dissolution proceedings, including attorney fees and disbursements; (3) payment of debts, obligations, and liabilities of the corporation; (4) distribution of assets pursuant to articles or bylaws of the dissolving corporation or the rules or canons of another organization under subdivision 3; and (5) distribution of remaining assets under subdivision 4. Subd. 2. Special use or purpose. Assets of the corporation 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. Subd. 3. Articles, bylaws, or another organization. Where the articles or bylaws of the dissolving corporation, or the rules or canons of another organization by which the dissolving corporation is bound, provide for a particular distribution of the assets of the dissolving corporation, the assets must be distributed accordingly. Subd. 4. Remainder. The distribution of assets held for or devoted to a charitable or public use or purpose is subject to section 501B.31. History:  1989 c 304 s 104; 1989 c 340 art 2 s 10; 1990 c 488 s 34,35
MN Stat § 317A.741 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.741 — Supervised Voluntary Dissolution.

317A.741 SUPERVISED VOLUNTARY DISSOLUTION. After the notice of intent to dissolve has been filed with the secretary of state and before a certificate of dissolution has been issued, the corporation, the attorney general, or, for good cause, a creditor or at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, may apply to a court within the county in which the registered office of the corporation is located to have the dissolution conducted or continued under the supervision of the court under sections 317A.751 to 317A.765. History:   1989 c 304 s 105
MN Stat § 317A.753 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.753 — Procedure In Involuntary Or Supervised Voluntary Dissolution.

317A.753 PROCEDURE IN INVOLUNTARY OR SUPERVISED VOLUNTARY DISSOLUTION. Subdivision 1. Action before hearing. In dissolution proceedings the court may issue injunctions, appoint receivers with powers and duties the court directs, take other actions required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held. Subd. 2. Notice to attorney general; intervention. When a proceeding involving a corporation described in section 317A.811, subdivision 1, is begun, the court shall order that a copy of the petition be served on the attorney general. In all proceedings under this section, the attorney general has a right to participate as a party. Subd. 3. Action after hearing. After a full hearing has been held, upon whatever notice the court directs to be given to the parties to the proceedings and to other parties in interest designated by the court, the court may appoint a receiver to collect the corporate assets. In addition to the powers set forth in chapter 576, a receiver has authority, subject to the order of the court, to continue the business of the corporation and to sell, lease, transfer, or otherwise dispose of all or any of the assets of the corporation at a public or private sale. Subd. 4. Discharge of obligations. The assets of the corporation or the proceeds resulting from a sale, lease, transfer, or other disposition must be applied in the order of priority set forth in section 576.51. Subd. 5. Remainder. After payment of the expenses of receivership and claims of creditors duly proved, the remaining assets, if any, must be distributed as provided in section 317A.735. History:  1989 c 304 s 107; 2012 c 143 art 3 s 17,18
MN Stat § 317A.755 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.755 — Qualifications Of Receivers; Powers.

317A.755 QUALIFICATIONS OF RECEIVERS; POWERS. Subdivision 1. Qualifications. Any person qualified under section 576.26 may be appointed as a receiver. A receiver shall give bond as required by section 576.27. Subd. 2. Powers. A receiver may sue and defend all actions as receiver of the corporation. The court appointing the receiver has exclusive jurisdiction over the corporation, the receiver, and all receivership property pursuant to section 576.23. History:  1989 c 304 s 108; 2012 c 143 art 3 s 19
MN Stat § 317A.759 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.759 — Filing Claims In Proceedings To Dissolve.

317A.759 FILING CLAIMS IN PROCEEDINGS TO DISSOLVE. Subdivision 1. Filing may be required. In a proceeding under section 317A.751 to dissolve a corporation, the court may require creditors and claimants of the corporation to file their claims pursuant to section 576.49. The receiver or any party in interest may object to any claim pursuant to section 576.50. Subd. 2.  [Repealed, 2012 c 143 art 3 s 39] History:  1989 c 304 s 109; 2012 c 143 art 3 s 20