reglab/housing_qa huggingface dataset:
MN Stat § 308B.415 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308B — Cooperative Associations|Section 308B.415 — Filling Vacancies.

308B.415 FILLING VACANCIES. Subdivision 1. Patron directors. If a patron member director's position becomes vacant or a new director position is created for a director that was or is to be elected by patron members, the board, in consultation with the directors elected by patron members, shall appoint a patron member of the cooperative to fill the director's position until the next regular or special members' meeting. If there are no directors elected by patron members on the board at the time of the vacancy, a special patron members' meeting shall be called to fill the patron member director vacancy. Subd. 2. Nonpatron directors. If the vacating director was not elected by the patron members or a new director position is created, unless otherwise provided in the articles or bylaws, the board shall appoint a director to fill the vacant position by majority vote of the remaining or then serving directors even though less than a quorum. At the next regular or special members' meeting, the members or patron members shall elect a director to fill the unexpired term of the vacant director's position. History:   2003 c 105 art 1 s 25
MN Stat § 308B.421 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308B — Cooperative Associations|Section 308B.421 — Removal Of Directors.

308B.421 REMOVAL OF DIRECTORS. Subdivision 1. Modification. The provisions of this section apply unless modified by the articles or the bylaws. Subd. 2. Removal of directors. A director may be removed at any time, with or without cause, if: (1) the director was named by the board to fill a vacancy; (2) the members have not elected directors in the interval between the time of the appointment to fill a vacancy and the time of the removal; and (3) a majority of the remaining directors present affirmatively vote to remove the director. Subd. 3. Removal by members. Any one or all of the directors may be removed at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of membership interests entitled to vote at an election of directors; provided that if a director has been elected solely by the patron members or the holders of a class or series of membership interests as stated in the articles or bylaws, then that director may be removed only by the affirmative vote of the holders of a majority of the voting power of the patron members for a director elected by the patron members or of all membership interests of that class or series entitled to vote at an election of that director. Subd. 4. Election of replacements. New directors may be elected at a meeting at which directors are removed. History:   2003 c 105 art 1 s 26
MN Stat § 308B.431 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308B — Cooperative Associations|Section 308B.431 — Quorum.

308B.431 QUORUM. A majority, or a larger or smaller portion or number provided in the articles or bylaws, of the directors currently holding office is a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present may adjourn a meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the proportion of number otherwise required for a quorum. History:   2003 c 105 art 1 s 28
MN Stat § 308B.435 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308B — Cooperative Associations|Section 308B.435 — Act Of Board Of Directors.

308B.435 ACT OF BOARD OF DIRECTORS. The board shall take action by the affirmative vote of the greater of (1) a majority of directors present at a duly held meeting at the time the action is taken, or (2) a majority of the minimum proportion or number of directors that would constitute a quorum for the transaction of business at the meeting, except where this chapter, the articles, or bylaws require the affirmative vote of a larger proportion or number. If the articles or bylaws require a larger proportion or number than is required by this chapter for a particular action, the articles or bylaws control. History:   2003 c 105 art 1 s 29
MN Stat § 308B.441 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308B — Cooperative Associations|Section 308B.441 — Action Without A Meeting.

308B.441 ACTION WITHOUT A MEETING. Subdivision 1. Method. An action required or permitted to be taken at a board meeting may be taken by written action signed by all of the directors. If the articles or bylaws so provide, any action, other than an action requiring member approval, may be taken by written action signed by the number of directors that would be required to take the same action at a meeting of the board at which all directors were present. Subd. 2. Effective time. The written action is effective when signed by the required number of directors, 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 directors, all directors must be notified immediately of its text and effective date. Failure to provide the notice does not invalidate the written action. A director 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 30
MN Stat § 308B.445 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308B — Cooperative Associations|Section 308B.445 — Audit Committee.

308B.445 AUDIT COMMITTEE. The board shall establish an audit committee to review the financial information and accounting report of the cooperative. The cooperative shall have the financial information audited for presentation to the members unless the bylaws allow financial statements that are not audited and the financial statements clearly state that they are not audited and the difference between the financial statements and audited financial statements that are prepared according to generally accepted accounting procedures. The directors shall elect members to the audit committee. The audit committee shall ensure an independent review of the cooperative's finances and audit. History:   2003 c 105 art 1 s 31
MN Stat § 308B.451 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308B — Cooperative Associations|Section 308B.451 — Committees.

308B.451 COMMITTEES. Subdivision 1. Generally. A resolution approved by the affirmative vote of a majority of the board may establish committees having the authority of the board in the management of the business of the cooperative only to the extent provided in the resolution. Committees may include a special litigation committee consisting of one or more independent directors or other independent persons to consider legal rights or remedies of the cooperative and whether those rights and remedies should be pursued. Committees other than special litigation committees are subject at all times to the direction and control of the board. Subd. 2. Membership. Committee members must be natural persons. Unless the articles or bylaws provide for a different membership or manner of appointment, a committee consists of one or more persons, who need not be directors, appointed by affirmative vote of a majority of the directors present. Subd. 3. Procedure. The procedures for meetings of the board apply to committees and members of committees to the same extent as those sections apply to the board and individual directors. Subd. 4. Minutes. Minutes, if any, of committee meetings must be made available upon request to members of the committee and to any director. Subd. 5. Standard of conduct. The establishment of, delegation of authority to, and action by a committee does not alone constitute compliance by a director with the standard of conduct set forth in section 308B.455. Subd. 6. Committee members considered directors. Committee members are considered to be directors for purposes of sections 308B.455, 308B.461, and 308B.471. History:   2003 c 105 art 1 s 32
MN Stat § 308B.455 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308B — Cooperative Associations|Section 308B.455 — Standard Of Conduct.

308B.455 STANDARD OF CONDUCT. Subdivision 1. Standard and liability. A director shall discharge the duties of the position of director in good faith, in a manner the director reasonably believes to be in the best interests of the cooperative, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. A person who so performs those duties is not liable by reason of being or having been a director of the cooperative. Subd. 2. Reliance. (a) A director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by: (1) one or more officers or employees of the cooperative who the director reasonably believes to be liable and competent in the matters presented; (2) counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person's professional or expert competence; or (3) a committee of the board upon which the director does not serve, duly established by the board, as to matters within its designated authority, if the director reasonably believes the committee to merit confidence. (b) Paragraph (a) does not apply to a director who has knowledge concerning the matter in question that makes the reliance otherwise permitted by paragraph (a) unwarranted. Subd. 3. Presumption of assent and dissent. A director who is present at a meeting of the board when an action is approved by the affirmative vote of a majority of the directors present is presumed to have assented to the action approved, unless the director: (1) objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate in the meeting after the objection, in which case the director is not considered to be present at the meeting for any purpose of this chapter; (2) votes against the action at the meeting; or (3) is prohibited by a conflict of interest from voting on the action. Subd. 4. Considerations. In discharging the duties of the position of director, a director may, in considering the best interests of the cooperative, consider the interests of the cooperative's employees, customers, suppliers, and creditors, the economy of the state, and long-term as well as short-term interests of the cooperative and its patron members, including the possibility that these interests may be best served by the continued independence of the cooperative. History:   2003 c 105 art 1 s 33
MN Stat § 308B.465 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308B — Cooperative Associations|Section 308B.465 — Limitation Of Director's Liability.

308B.465 LIMITATION OF DIRECTOR'S LIABILITY. Subdivision 1. Articles may limit liability. A director's personal liability to the cooperative or members for monetary damages for breach of fiduciary duty as a director may be eliminated or limited in the articles or bylaws except as provided in subdivision 2. Subd. 2. Restrictions on liability limitation. The articles or bylaws may not eliminate or limit the liability of a director: (1) for a breach of the director's duty of loyalty to the cooperative or its members; (2) for acts or omissions that are not in good faith or involve intentional misconduct or a knowing violation of law; (3) for knowing violations of securities laws or for illegal distributions; (4) for a transaction from which the director derived an improper personal benefit; or (5) for an act or omission occurring before the date when the provision in the articles or bylaws eliminating or limiting liability becomes effective. History:  2003 c 105 art 1 s 35; 2006 c 196 art 1 s 52; art 2 s 9
MN Stat § 308B.475 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308B — Cooperative Associations|Section 308B.475 — Officers.

308B.475 OFFICERS. Subdivision 1. Required officers. (a) The board shall elect: (1) a chair; and (2) one or more vice-chairs. (b) The board shall elect or appoint: (1) a records officer; and (2) a financial officer. (c) The officers, other than the chief executive officer, shall not have the authority to bind the cooperative except as authorized by the board. Subd. 2. Additional officers. The board may elect additional officers as the articles or bylaws authorize or require. Subd. 3. Records officer and financial officer may be combined. The offices of records officer and financial officer may be combined. Subd. 4. Officers that must be members. The chair and first vice-chair shall be directors and members. The financial officer, records officer, and additional officers need not be directors or members. Subd. 5. Chief executive officer. The board may employ a chief executive officer to manage the day-to-day affairs and business of the cooperative, and if a chief executive officer is employed, the chief executive officer shall have the authority to implement the functions, duties, and obligations of the cooperative except as restricted by the board. The chief executive officer shall not exercise authority reserved to the board or the members under this chapter, the articles, or the bylaws. History:   2003 c 105 art 1 s 37
MN Stat § 308B.505 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308B — Cooperative Associations|Section 308B.505 — Member Not Liable For Cooperative Debts.

308B.505 MEMBER NOT LIABLE FOR COOPERATIVE DEBTS. A member is not, merely on the account of that status, personally liable for the acts, debts, liabilities, or obligations of a cooperative. A member is liable for any unpaid subscription for the membership interest, unpaid membership fees, or a debt for which the member has separately contracted with the cooperative. History:   2003 c 105 art 1 s 39
MN Stat § 308B.511 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308B — Cooperative Associations|Section 308B.511 — Regular Members' Meetings.

308B.511 REGULAR MEMBERS' MEETINGS. Subdivision 1. Annual meeting. Regular members' meetings shall be held annually at a time determined by the board, unless otherwise provided for in the bylaws. Subd. 2. Location. The regular members' meeting shall be held at the principal place of business of the cooperative or at another conveniently located place as determined by the bylaws or the board. Subd. 3. Business and fiscal reports. The officers shall submit reports to the members at the regular members' meeting covering the business of the cooperative for the previous fiscal year that show the condition of the cooperative at the close of the fiscal year. Subd. 4. Election of directors. All directors shall be elected at the regular members' meeting for the terms of office prescribed in the bylaws, except for directors elected at district or unit meetings. Subd. 5. Notice. (a) The cooperative shall give notice of regular members' meetings by mailing the regular members' meeting notice to each member at the members' last known post office address or by other notification approved by the board and agreed to by the members. The regular members' meeting notice shall be published or otherwise given by approved method at least two weeks before the date of the meeting or mailed at least 15 days before the date of the meeting. (b) The notice shall contain a summary of any bylaw amendments adopted by the board since the last annual meeting. Subd. 6. Waiver and objections. A member may waive notice of a meeting of members. A waiver of notice by a member entitled to notice is effective whether given before, at, or after the meeting, and whether given in writing, orally, or by attendance. Attendance by a member at a meeting is a waiver of notice of that meeting, except where the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting. History:   2003 c 105 art 1 s 40
MN Stat § 308B.515 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308B — Cooperative Associations|Section 308B.515 — Special Members' Meetings.

308B.515 SPECIAL MEMBERS' MEETINGS. Subdivision 1. Calling meeting. Special members' meetings of the members may be called by: (1) a majority vote of the board; or (2) the written petition of at least 20 percent of the patron members and, if authorized, 20 percent of the nonpatron members, 20 percent of all members, or members representing 20 percent of the membership interests collectively are submitted to the chair. Subd. 2. Notice. The cooperative shall give notice of a special members' meeting by mailing the special members' meeting notice to each member personally at the person's last known post office address or an alternative method approved by the board and the member individually or the members generally. For a member that is an entity, notice mailed or delivered by an alternative method shall be to an officer of the entity. The special members' meeting notice shall state the time, place, and purpose of the special members' meeting. The special members' meeting notice shall be issued within ten days from and after the date of the presentation of a members' petition, and the special members' meeting shall be held within 30 days after the date of the presentation of the members' petition. Subd. 3. Waiver and objections. A member may waive notice of a meeting of members. A waiver of notice by a member entitled to notice is effective whether given before, at, or after the meeting, and whether given in writing, orally, or by attendance. Attendance by a member at a meeting is a waiver of notice of that meeting, except where the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting. History:   2003 c 105 art 1 s 41
MN Stat § 308B.521 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308B — Cooperative Associations|Section 308B.521 — Certification Of Meeting Notice.

308B.521 CERTIFICATION OF MEETING NOTICE. Subdivision 1. Certificate of mailing. After mailing special or regular members' meeting notices or otherwise delivering the notices, the cooperative shall execute a certificate containing the date of mailing or delivery of the notice and a statement that the special or regular members' meeting notices were mailed or delivered as prescribed by law. Subd. 2. Matter of record. The certificate shall be made a part of the record of the meeting. Subd. 3. Failure to receive meeting notice. Failure of a member to receive a special or regular members' meeting notice does not invalidate an action taken by the members at a members' meeting. History:   2003 c 105 art 1 s 42
MN Stat § 308B.525 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308B — Cooperative Associations|Section 308B.525 — Quorum.

308B.525 QUORUM. Subdivision 1. Quorum. The quorum for a members' meeting to transact business shall be: (1) ten percent of the total number of members for a cooperative with 500 or fewer members; or (2) 50 members for cooperatives with more than 500 members. Subd. 2. Quorum for voting by mail. In determining a quorum at a meeting, on a question submitted to a vote by mail or an alternative method, members present in person or represented by mail vote or the alternative voting method shall be counted. The attendance of a sufficient number of members to constitute a quorum shall be established by a registration of the members of the cooperative present at the meeting. The registration shall be verified by the chair or the records officer of the cooperative and shall be reported in the minutes of the meeting. Subd. 3. Meeting action invalid without quorum. An action by a cooperative is not valid or legal in the absence of a quorum at the meeting at which the action was taken. History:   2003 c 105 art 1 s 43
MN Stat § 308B.535 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308B — Cooperative Associations|Section 308B.535 — Act Of Members.

308B.535 ACT OF MEMBERS. Subdivision 1. Action by affirmative vote of members. (a) The members shall take action by the affirmative vote of the members of the greater of: (1) a majority of the voting power of the membership interests present and entitled to vote on that item of business; or (2) a majority of the voting power that would constitute a quorum for the transaction of business at the meeting, except where this chapter, the articles or bylaws, or a member control agreement require a larger proportion. (b) If the articles, bylaws, or a member control agreement require a larger proportion than is required by this chapter for a particular action, the articles, bylaws, or the member control agreement shall have control over the provisions of this chapter. Subd. 2. Class or series of membership interests. In any case where a class or series of membership interests is entitled by this chapter, the articles, bylaws, a member control agreement, or the terms of the membership interests to vote as a class or series, the matter being voted upon must also receive the affirmative vote of the owners of the same proportion of the membership interests present of that class or series; or of the total outstanding membership interests of that class or series, as the proportion required under subdivision 1, unless the articles, bylaws, or the member control agreement require a larger proportion. Unless otherwise stated in the articles, bylaws, or a member control agreement, in the case of voting as a class or series, the minimum percentage of the total voting power of membership interests of the class or series that must be present is equal to the minimum percentage of all membership interests entitled to vote required to be present under section 308B.525. Subd. 3. Greater quorum or voting requirements. (a) The articles or bylaws adopted by the members may provide for a greater quorum or voting requirement for members or voting groups than is provided for by this chapter. (b) An amendment to the articles or bylaws that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater. History:   2003 c 105 art 1 s 45