reglab/housing_qa huggingface dataset:
MN Stat § 308B.541 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308B — Cooperative Associations|Section 308B.541 — Action Without A Meeting.

308B.541 ACTION WITHOUT A MEETING. Subdivision 1. Method. An action required or permitted to be taken at a meeting of the members may be taken by written action signed, or consented to by authenticated electronic communication, by all of the members. If the articles, bylaws, or a member control agreement so provide, any action may be taken by written action signed, or consented to by authenticated electronic communication, by the members who own voting power equal to the voting power that would be required to take the same action at a meeting of the members at which all members were present. Subd. 2. Effective time. The written action is effective when signed or consented to by authenticated electronic communication by the required members, unless a different effective time is provided in the written action. Subd. 3. Notice and liability. When written action is permitted to be taken by less than all members, all members must be notified immediately of its text and effective date. Failure to provide the notice does not invalidate the written action. A member who does not sign or consent to the written action has no liability for the action or actions taken by the written action. History:   2003 c 105 art 1 s 46
MN Stat § 308B.551 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308B — Cooperative Associations|Section 308B.551 — Patron Member Voting Based On Patronage.

308B.551 PATRON MEMBER VOTING BASED ON PATRONAGE. Subdivision 1. Patron members may have additional vote. A cooperative may authorize by the articles or the bylaws for patron members to have an additional vote for: (1) a stipulated amount of business transacted between the patron member and cooperative; (2) a stipulated number of patron members in a member cooperative; (3) a certain stipulated amount of equity allocated to or held by a patron member cooperative in the cooperative's central organization; or (4) a combination of methods in clauses (1) to (3). Subd. 2. Delegates elected by patrons may have additional vote. A cooperative that is organized into units or districts of patron members may, by the articles or the bylaws, authorize the delegates elected by its patron members or have an additional vote for: (1) a stipulated amount of business transacted between the patron members in the units or districts and the cooperative; (2) a certain stipulated amount of equity allocated to or held by the patron members of the units or districts of the cooperative; or (3) a combination of methods in clauses (1) and (2). History:   2003 c 105 art 1 s 48
MN Stat § 308B.555 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308B — Cooperative Associations|Section 308B.555 — Voting Rights.

308B.555 VOTING RIGHTS. Subdivision 1. Determination. The board may fix a date not more than 60 days, or a shorter time period provided in the articles or bylaws, before the date of a meeting of members as the date for the determination of the owners of membership interests entitled to notice of and entitled to vote at the meeting. When a date is so fixed, only members on that date are entitled to notice of and permitted to vote at that meeting of members. Subd. 2. Voting power. Unless otherwise provided in the articles, bylaws, or a member control agreement, members have voting power as provided in section 308B.545. Subd. 3. Nonmembers. The articles or bylaws may give or prescribe the manner of giving a creditor, security holder, or other person a right to vote on patron membership interests under this section. Subd. 4. Jointly owned membership interests. Membership interests owned by two or more members may be voted by any one of them unless the cooperative receives written notice from any one of them denying the authority of that person to vote those membership interests. Subd. 5. Manner of voting and presumption. Except as provided in subdivision 4, an owner of a nonpatron membership interest or a patron membership interest with more than one vote that is entitled to vote may vote any portion of the membership interest in any way the member chooses. If a member votes without designating the proportion voted in a particular way, the member is considered to have voted all of the membership interest in that way. History:   2003 c 105 art 1 s 49
MN Stat § 308B.561 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308B — Cooperative Associations|Section 308B.561 — Voting By Organizations And Legal Representatives.

308B.561 VOTING BY ORGANIZATIONS AND LEGAL REPRESENTATIVES. Subdivision 1. Membership interests held by another organization. Membership interests of a cooperative reflected in the required records as being owned by another domestic or foreign business entity may be voted by the chair, chief executive officer, or another legal representative of that organization. Subd. 2. Membership interests held by subsidiary. Except as provided in subdivision 3, membership interests of a cooperative reflected in the required records as being owned by a subsidiary are not entitled to be voted on any matter. Subd. 3. Membership interests controlled in a fiduciary capacity. Membership interests of a cooperative in the name of, or under the control of, the cooperative or a subsidiary in a fiduciary capacity are not entitled to be voted on any matter, except to the extent that the settlor or beneficiary possesses and exercises a right to vote or gives the cooperative or, with respect to membership interests in the name of or under control of a subsidiary, the subsidiary, binding instructions on how to vote the membership interests. Subd. 4. Voting by certain representatives. Subject to section 308B.545, membership interests under the control of a person in a capacity as a personal representative, an administrator, executor, guardian, conservator, or the like may be voted by the person, either in person or by proxy, without reflecting in the required records those membership interests in the name of the person. Subd. 5. Voting by trustees in bankruptcy or receiver. Membership interests reflected in the required records in the name of a trustee in bankruptcy or a receiver may be voted by the trustee or receiver either in person or by proxy. Membership interests under the control of a trustee in bankruptcy or a receiver may be voted by the trustee or receiver without reflecting in the required records the name of the trustee or receiver, if authority to do so is contained in an appropriate order of the court by which the trustee or receiver was appointed. The right to vote of trustees in bankruptcy and receivers is subject to section 308B.545. Subd. 6. Membership interests held by other organizations. Membership interests reflected in the required records in the name of a business entity not described in subdivisions 1 to 5 may be voted either in person or by proxy by the legal representative of that business entity. Subd. 7. Grant of security interest. The grant of a security interest in a membership interest does not entitle the holders of the security interest to vote. History:   2003 c 105 art 1 s 50
MN Stat § 308B.575 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308B — Cooperative Associations|Section 308B.575 — Vote Of Ownership Interests Held By Cooperative.

308B.575 VOTE OF OWNERSHIP INTERESTS HELD BY COOPERATIVE. A cooperative that holds ownership interests of another business entity may, by direction of the cooperative's board, elect or appoint a person to represent the cooperative at a meeting of the business entity. The representative has authority to represent the cooperative and may cast the cooperative's vote at the business entity's meeting. History:   2003 c 105 art 1 s 53
MN Stat § 308B.605 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308B — Cooperative Associations|Section 308B.605 — Assignment Of Financial Rights.

308B.605 ASSIGNMENT OF FINANCIAL RIGHTS. Subdivision 1. Assignment of financial rights permitted. Except as provided in subdivision 3, a member's financial rights are transferable in whole or in part. Subd. 2. Effect of assignment of financial rights. An assignment of a member's financial rights entitles the assignee to receive, to the extent assigned, only the share of profits and losses and the distributions to which the assignor would otherwise be entitled. An assignment of a member's financial rights does not dissolve the cooperative and does not entitle or empower the assignee to become a member, to exercise any governance rights, to receive any notices from the cooperative, or to cause dissolution. The assignment shall not allow the assignee to control the member's exercise of governance or voting rights. Subd. 3. Restrictions of assignment of financial rights. (a) A restriction on the assignment of financial rights may be imposed in the articles, in the bylaws, in a member control agreement, by a resolution adopted by the members, by an agreement among or other written action by the members, or by an agreement among or other written action by the members and the cooperative. A restriction is not binding with respect to financial rights reflected in the required records before the adoption of the restriction, unless the owners of those financial rights are parties to the agreement or voted in favor of the restriction. (b) Subject to paragraph (c), a written restriction on the assignment of financial rights that is not manifestly unreasonable under the circumstances and is noted conspicuously in the required records may be enforced against the owner of the restricted financial rights or a successor or transferee of the owner, including a pledgee or a legal representative. Unless noted conspicuously in the required records, a restriction, even though permitted by this section, is ineffective against a person without knowledge of the restriction. (c) With regard to restrictions on the assignment of financial rights, a would-be assignee of financial rights is entitled to rely on a statement of membership interest issued by the cooperative under section 308B.611. A restriction on the assignment of financial rights, which is otherwise valid and in effect at the time of the issuance of a statement of membership interest but which is not reflected in that statement, is ineffective against an assignee who takes an assignment in reliance on the statement. (d) Notwithstanding any provision of law, articles, bylaws, member control agreement, other agreement, resolution, or action to the contrary, a security interest in a member's financial rights may be foreclosed and otherwise enforced, and a secured party may assign a member's financial rights in accordance with chapter 336, without the consent or approval of the member whose financial rights are subject to the security interest. History:   2003 c 105 art 1 s 55
MN Stat § 308B.621 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308B — Cooperative Associations|Section 308B.621 — Lost Certificates; Replacement.

308B.621 LOST CERTIFICATES; REPLACEMENT. Subdivision 1. Issuance. A new membership interest certificate may be issued under section 336.8-405 in place of one that is alleged to have been lost, stolen, or destroyed. Subd. 2. Not overissue. The issuance of a new certificate under this section does not constitute an overissue of the membership interests it represents. History:   2003 c 105 art 1 s 58
MN Stat § 308B.625 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308B — Cooperative Associations|Section 308B.625 — Restriction On Transfer Or Registration Of Membership Interests.

308B.625 RESTRICTION ON TRANSFER OR REGISTRATION OF MEMBERSHIP INTERESTS. Subdivision 1. How imposed. A restriction on the transfer or registration of transfer of membership interests of a cooperative may be imposed in the articles, in the bylaws, by a resolution adopted by the members, or by an agreement among or other written action by a number of members or holders of other membership interests or among them and the cooperative. A restriction is not binding with respect to membership interests issued prior to the adoption of the restriction, unless the holders of those membership interests are parties to the agreement or voted in favor of the restriction. Subd. 2. Restrictions permitted. A written restriction on the transfer or registration of transfer of membership interests of a cooperative that is not manifestly unreasonable under the circumstances may be enforced against the holder of the restricted membership interests or a successor or transferee of the holder, including a pledgee or a legal representative, if the restriction is either: (1) noted conspicuously on the face or back of the certificate; (2) included in this chapter or the articles or bylaws; or (3) included in information sent to the holders of uncertificated membership interests. Unless a restriction is in this chapter, the articles, bylaws, noted conspicuously on the face or back of the certificate, or included in information sent to the holders of uncertificated membership interests, a restriction, even though permitted by this section, is ineffective against a person without knowledge of the restriction. A restriction under this section is deemed to be noted conspicuously and is effective if the existence of the restriction is stated on the certificate and reference is made to a separate document creating or describing the restriction. History:   2003 c 105 art 1 s 59
MN Stat § 308B.627 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308B — Cooperative Associations|Section 308B.627 — Member Control Agreements.

308B.627 MEMBER CONTROL AGREEMENTS. Subdivision 1. Authorization. A written agreement among persons who are then members, including a sole member, or who have signed subscription or contribution agreements, relating to the control of any phase of the business and affairs of the cooperative, its liquidation, dissolution and termination, or the relations among members or persons who have signed subscription or contribution agreements is valid as provided in subdivision 2. Wherever this chapter provides that a particular result may or must be obtained through a provision in the articles or bylaws, the same result can be accomplished through a member control agreement valid under this section or through a procedure established by a member control agreement valid under this section. Subd. 2. Valid execution. Other than patron member voting control under section 308B.545 and patron member allocation and distribution provisions under sections 308B.721 and 308B.725, a written agreement among persons described in subdivision 1 that relates to the control of or the liquidation, dissolution, and termination of the cooperative; the relations among them; or any phase of the business and affairs of the cooperative, including, without limitation, the management of its business; the declaration and payment of distributions; the sharing of profits and losses; the election of directors; the employment of members by the cooperative; or the arbitration of disputes, is valid, if the agreement is signed by all persons who are then the members of the cooperative, whether or not the members all have voting power, and all those who have signed contribution agreements, regardless of whether those signatories will, when members, have voting power. Subd. 3. Other agreements not affected. This section does not apply to, limit, or restrict agreements otherwise valid, nor is the procedure set forth in this section the exclusive method of agreement among members or between the members and the cooperative with respect to any of the matters described. History:   2003 c 105 art 1 s 66
MN Stat § 308B.701 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308B — Cooperative Associations|Section 308B.701 — Authorization, Form, And Acceptance Of Contributions.

308B.701 AUTHORIZATION, FORM, AND ACCEPTANCE OF CONTRIBUTIONS. Subdivision 1. Board of directors may authorize. Subject to any restrictions in this chapter regarding patron and nonpatron membership interests or in the articles or bylaws, and only when authorized by the board, a cooperative may accept contributions, which may be patron or nonpatron membership contributions as determined by the board under subdivisions 2 and 3, make contribution agreements under section 308B.711, and make contribution allowance agreements under section 308B.715. Subd. 2. Permissible forms. A person may make a contribution to a cooperative: (1) by paying money or transferring the ownership of an interest in property to the cooperative or rendering services to or for the benefit of the cooperative; or (2) through a written obligation signed by the person to pay money or transfer ownership of an interest in property to the cooperative or to perform services to or for the benefit of the cooperative. Subd. 3. Acceptance of contributions. No purported contribution is to be treated or considered as a contribution, unless: (1) the board accepts the contribution on behalf of the cooperative and in that acceptance describes the contribution, including terms of future performance, if any, and states the value being accorded to the contribution; and (2) the fact of contribution and the contribution's accorded value are both reflected in the required records of the cooperative. Subd. 4. Valuation. The determinations of the board as to the amount or fair value or the fairness to the cooperative of the contribution accepted or to be accepted by the cooperative or the terms of payment or performance, including under a contribution agreement in section 308B.711, and a contribution allowance agreement in section 308B.715, are presumed to be proper if they are made in good faith and on the basis of accounting methods, or a fair valuation or other method, reasonable in the circumstances. Directors who are present and entitled to vote, and who, intentionally or without reasonable investigation, fail to vote against approving a consideration that is unfair to the cooperative, or overvalue property or services received or to be received by the cooperative as a contribution, are jointly and severally liable to the cooperative for the benefit of the then members who did not consent to and are damaged by the action, to the extent of the damages of those members. A director against whom a claim is asserted under this subdivision, except in case of knowing participation in a deliberate fraud, is entitled to contribution on an equitable basis from other directors who are liable under this subdivision. History:   2003 c 105 art 1 s 60
MN Stat § 308B.715 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308B — Cooperative Associations|Section 308B.715 — Contribution Rights Agreements.

308B.715 CONTRIBUTION RIGHTS AGREEMENTS. Subdivision 1. Agreements permitted. Subject to any restrictions in the articles or bylaws, a cooperative may enter into contribution rights agreements under the terms, provisions, and conditions fixed by the board. Subd. 2. Writing required and terms to be stated. Any contribution rights agreement must be in writing and the writing must state in full, summarize, or include by reference all the agreement's terms, provisions, and conditions of the rights to make contributions. Subd. 3. Restrictions on assignment. Unless otherwise provided in the articles or bylaws, a would-be contributor's rights under a contribution rights agreement may not be assigned, in whole or in part, to a person who was not a member at the time of the assignment, unless all the members approve the assignment by unanimous written consent. History:   2003 c 105 art 1 s 63
MN Stat § 308B.721 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308B — Cooperative Associations|Section 308B.721 — Allocations And Distributions To Members.

308B.721 ALLOCATIONS AND DISTRIBUTIONS TO MEMBERS. Subdivision 1. Allocation of profits and losses. The bylaws shall prescribe the allocation of profits and losses between patron membership interests collectively and any other membership interests. If the bylaws do not otherwise provide, the profits and losses between patron membership interests collectively and other membership interests shall be allocated on the basis of the value of contributions to capital made by the patron membership interests collectively and other membership interests and accepted by the cooperative. The allocation of profits to the patron membership interests collectively shall not be less than 50 percent of the total profits in any fiscal year, except that if authorized in the original articles as filed or in articles or bylaws that are adopted by an affirmative vote of the patron members or the articles or bylaws are amended by the affirmative vote of the patron members, the allocation of profits to the patron membership interests collectively may not be less than 15 percent of the total profits in any fiscal year. Subd. 2. Distribution of cash or other assets. The bylaws shall prescribe the distribution of cash or other assets of the cooperative among the membership interests of the cooperative. If not otherwise provided in the bylaws, distribution shall be made to the patron membership interests collectively and other members on the basis of the value of contributions to capital made and accepted by the cooperative, by the patron membership interests collectively, and other membership interests. The distributions to patron membership interests collectively shall not be less than 50 percent of the total distributions in any fiscal year, except that if authorized in the articles or bylaws adopted by the affirmative vote of the patron members, or the articles or bylaws are amended by the affirmative vote of the patron members, the distributions to patron membership interests collectively shall not be less than 15 percent of the total distributions in any year. History:   2003 c 105 art 1 s 64