reglab/housing_qa huggingface dataset:
MN Stat § 308A.165 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308A — Cooperatives|Section 308A.165 — Bylaws.

308A.165 BYLAWS. Subdivision 1. General provisions. A cooperative may, but need not, have bylaws. Subd. 2. Adoption and amendment. (a) Except as provided in paragraph (b), the bylaws of a cooperative may be adopted or amended at a regular or special members' meeting if: (1) the notice of the meeting contains a summary statement of the proposed bylaws or amendment; (2) a quorum is registered as being present or represented by mail vote if authorized by the board; and (3) the bylaws or amendment is approved by a majority of the votes cast, or for a cooperative with articles or bylaws requiring more than majority approval or other conditions for approval, the bylaws or amendment is approved by a proportion of the votes cast or a number of the total members as required by the articles or bylaws and the conditions for approval in the articles or bylaws have been satisfied. (b) Until the first annual members meeting, the majority of directors may adopt and amend bylaws for the cooperative that are consistent with subdivision 3 if the cooperative does not have any members or stockholders with voting rights. Subd. 3. Contents. Bylaws may contain any provision relating to the management or regulation of the affairs of the cooperative that are not inconsistent with law or the articles, including: (1) the number of directors, and the qualifications, manner of election, powers, duties, and compensation, if any, of directors; (2) the qualifications of members, stockholders, and patrons and limitations on their number; (3) the manner of admission, withdrawal, suspensions, and expulsion of members; (4) property, voting, and other rights and privileges of members; (5) the appointment and authority of committees; (6) the appointment or election, duties, compensation, and tenure of officers; (7) the time, place, and manner of calling, conducting, and giving notice of member, board, and committee meetings, or of conducting mail ballots; and (8) the making of reports and financial statements to members. History:  1989 c 144 art 1 s 16; art 3 s 9,49; 1996 c 414 art 1 s 39
MN Stat § 308A.301 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308A — Cooperatives|Section 308A.301 — Board Governs Cooperative.

308A.301 BOARD GOVERNS COOPERATIVE. A cooperative is governed by its board. History:   1989 c 144 art 1 s 19
MN Stat § 308A.305 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308A — Cooperatives|Section 308A.305 — Number Of Directors.

308A.305 NUMBER OF DIRECTORS. The board must have at least five directors, except a cooperative housing corporation as defined in United States Code, title 26, section 216, subsection (b)(1), must have at least three directors who are members of the association. History:   1989 c 144 art 1 s 20
MN Stat § 308A.313 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308A — Cooperatives|Section 308A.313 — Apportionment Of Directors Among Districts Or Units.

308A.313 APPORTIONMENT OF DIRECTORS AMONG DISTRICTS OR UNITS. The bylaws of an electric cooperative that has 35,000 or more members and that nominates, elects, or otherwise selects directors on a district or local unit basis must provide that representation on the board be apportioned equally throughout the different districts or local units in proportion to the membership residing in or belonging to the districts or units. The number of members in any one district or unit may not vary by more than ten percent from the average number of members for the districts or units. The bylaws must provide for a survey to take place at least once every ten years to determine whether the number of members in a district or local unit has changed. If the number of members in a district or local unit changes by 15 percent or more, the bylaws must provide for changes in the districts or local units so that representation on the board continues to be apportioned equally throughout the districts or units in proportion to the membership. History:   1992 c 401 s 1
MN Stat § 308A.315 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308A — Cooperatives|Section 308A.315 — Filling Vacancies.

308A.315 FILLING VACANCIES. If a director's position is vacant, the board may appoint a member of the cooperative to fill the director's position until the next regular or special members' meeting. At the next regular or special members' meeting, the members must elect a director to fill the unexpired term of the vacant director's position. History:   1989 c 144 art 3 s 16
MN Stat § 308A.321 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308A — Cooperatives|Section 308A.321 — Removal Of Directors.

308A.321 REMOVAL OF DIRECTORS. Members may remove a director at a members' meeting for cause related to the duties of the position of director and fill the vacancy caused by the removal. History:  1989 c 144 art 1 s 22; art 3 s 17,49
MN Stat § 308A.325 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308A — Cooperatives|Section 308A.325 — Limitation Of Director's Liability.

308A.325 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 as provided in subdivision 2. Subd. 2. Restrictions on liability limitation. The articles 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 a transaction from which the director derived an improper personal benefit; or (4) for an act or omission occurring before the date when the provision in the articles eliminating or limiting liability becomes effective. History:   1989 c 144 art 1 s 23
MN Stat § 308A.327 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308A — Cooperatives|Section 308A.327 — Electric Cooperative; Board Meetings.

308A.327 ELECTRIC COOPERATIVE; BOARD MEETINGS. A regular or special meeting of the board of directors of an electric cooperative that has more than 50,000 members must be open to all members of the cooperative. The board shall give reasonable prior notice of meetings. The board may close a meeting or a portion of a meeting, provided the board has made a written determination that a closed meeting is necessary for one of the following reasons: (1) to discuss personnel matters, compensation issues, labor negotiations, billing and credit information, or an issue that may tend to prejudice the reputation of an individual; (2) to discuss threatened or pending litigation, issues subject to an attorney-client privilege, or other legal information, the knowledge of which may have an adverse effect on the cooperative's legal position; or (3) to discuss or disclose information that, if discussed in an open meeting, would result in impairment of the cooperative's competitive or financial position, interfere with a business opportunity, or reveal proprietary information. For the purposes of clause (3), a business opportunity means an opportunity for substantial financial improvement of the cooperative that, if generally known, would likely jeopardize the opportunity itself. The board may close a portion of a meeting after announcing during an open meeting the item of business to be discussed during the closed portion. History:   1992 c 435 s 1
MN Stat § 308A.328 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308A — Cooperatives|Section 308A.328 — Standard Of Conduct.

308A.328 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. Subd. 5. Relation to other law. Notwithstanding any other provision of law, a director of a cooperative organized and operating under this chapter is governed by the standard of conduct under this section. History:   2013 c 110 s 2
MN Stat § 308A.401 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308A — Cooperatives|Section 308A.401 — Officers.

308A.401 OFFICERS. Subdivision 1. Required officers. (a) The board shall elect: (1) a president; (2) one or more vice-presidents; (3) a secretary; and (4) a treasurer. (b) The board may elect additional officers as the articles or bylaws authorize or require. Subd. 2. Secretary and treasurer may be combined. The offices of secretary and treasurer may be combined and if combined the person filling the office shall be termed secretary-treasurer. Subd. 3. Chair and vice-chair. If the bylaws provide, the board may elect directors as a chair and one or more vice-chairs. Subd. 4. Officers that must be stockholders. The president and vice-president must be directors and members unless the articles or bylaws provide for a chair and one or more vice-chairs and the articles or bylaws do not require otherwise. The treasurer, secretary, and additional officers need not be directors or members. Subd. 5. Removal of officers. Members may remove an officer at a members' meeting for cause related to the duties of the position of the officer and fill the vacancy caused by the removal. History:  1989 c 144 art 1 s 24; art 3 s 18
MN Stat § 308A.501 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308A — Cooperatives|Section 308A.501 — Capital Stock.

308A.501 CAPITAL STOCK. Subdivision 1. Authorized amounts. The amount, number of shares, and par value of the authorized capital stock may be increased or decreased and classes of the capital stock may be established or altered by amending the articles at a regular members' meeting or at a special members' meeting called for the purpose of the amendment. Subd. 2. Issuance of shares. A share of stock may not be issued until at least the par value of the share has been paid for in cash or a cash equivalent. Subd. 3. Sale of stock to be approved by board. Stock in a cooperative may only be sold or transferred with the approval of the board. Subd. 4. Repurchase by cooperative. (a) The bylaws must provide that the cooperative has the first privilege of purchasing stock of any class offered for sale by a stockholder. (b) Stock acquired by the cooperative may be held as treasury stock or may be retired and canceled. History:   1989 c 144 art 1 s 25
MN Stat § 308A.503 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308A — Cooperatives|Section 308A.503 — Health Care Cooperative Members.

308A.503 HEALTH CARE COOPERATIVE MEMBERS. Subdivision 1. Health care network cooperative. For a health care network cooperative, the policyholder is the member provided that if the policyholder is an individual enrollee, the individual enrollee is the member, and if the policyholder is an employer or other group type, entity, or association, the group policyholder is the member. Subd. 2. Health provider cooperative. For a health provider cooperative, the licensed health care provider, professional corporation, partnership, hospital, or other licensed provider is the member, as provided in the articles or bylaws. Subd. 3. State and hospital members authorized. The state, or any agency, instrumentality, or political subdivision of the state, may be a member of a health care cooperative. Any governmental hospital authorized, organized or operated under chapter 158, 250, 376, or 397 or under section 412.221, 447.05 to 447.13, or 471.50, or under any special law authorizing or establishing a hospital or hospital district, may be a member of a health care provider cooperative. History:  1994 c 625 art 11 s 10; 1995 c 186 s 64
MN Stat § 308A.505 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308A — Cooperatives|Section 308A.505 — Subject To Securities Law.

308A.505 SUBJECT TO SECURITIES LAW. Cooperatives are subject to the provisions of chapter 80A, except as specifically provided in sections 80A.45 and 80A.46. History:  1989 c 144 art 1 s 26; 2006 c 196 art 1 s 52; art 2 s 8
MN Stat § 308A.601 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308A — Cooperatives|Section 308A.601 — Grouping Of Members.

308A.601 GROUPING OF MEMBERS. Subdivision 1. Authorization. A cooperative may in the articles or bylaws group members in districts, local units, or another basis. Subd. 2. Implementation. The board may do things necessary to implement the use of districts or local units including setting the time and place and prescribing the rules of conduct for holding meetings by districts or local units to elect delegates to members' meetings. History:   1989 c 144 art 1 s 27
MN Stat § 308A.605 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308A — Cooperatives|Section 308A.605 — Member And Stockholder Violations.

308A.605 MEMBER AND STOCKHOLDER VIOLATIONS. Subdivision 1. Stockholder violations. (a) A stockholder who knowingly, intentionally, or repeatedly violates a provision of the bylaws may be required by the board to surrender stock of any class owned by the stockholder. (b) The cooperative shall refund to the stockholder for the surrendered stock the lesser of the par value or the book value of the stock. (c) Stock required to be surrendered shall be retired and canceled by the board. Subd. 2. Member violations. A member who knowingly, intentionally, or repeatedly violates a provision of the bylaws may be required by the board to surrender membership in the cooperative. History:  1989 c 144 art 1 s 28; art 3 s 19
MN Stat § 308A.611 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308A — Cooperatives|Section 308A.611 — Regular Members' Meetings.

308A.611 REGULAR MEMBERS' MEETINGS. Subdivision 1. Annual meeting. Regular members' meetings must be held annually at a time determined by the board, unless otherwise provided for in the articles or 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. A cooperative constituted entirely or partially of other cooperatives or associations organized under the laws of another state, or doing business in another state, may hold regular members' meetings at a place within or outside of the state, as designated in the notice of the meeting. Subd. 3. Business and fiscal reports. The officers must 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 local unit meetings. Subd. 5. Notice. (a) The secretary shall give notice of regular members' meetings by: (1) publication in a legal newspaper published in the county of the principal place of business of the cooperative; (2) publication in a magazine, periodical, or other publication of the cooperative that is regularly published by or on behalf of the cooperative and circulated generally among members; or (3) mailing the regular members' meeting notice to each member personally at the person's last known post office address, which for a member cooperative means notice mailed to the secretary of the cooperative. (b) The regular members' meeting notice must be published at least two weeks before the date of the meeting or mailed at least 15 days before the date of the meeting. History:  1989 c 144 art 1 s 29; art 3 s 20
MN Stat § 308A.615 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308A — Cooperatives|Section 308A.615 — Special Members' Meetings.

308A.615 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 members submitted to the president. Subd. 2. Notice. (a) The chair or president shall give notice of a special members' meeting by: (1) publication in a legal newspaper published in the county of the principal place of business of the cooperative; (2) publication in a magazine, periodical, or other publication of the cooperative that is regularly published by or on behalf of the cooperative and circulated generally among members; or (3) mailing the special members' meeting notice to each member personally at the person's last known post office address, which for a member cooperative means notice mailed to the secretary of the cooperative. (b) The special members' meeting notice shall state the time, place, and purpose of the special members' meeting. (c) 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 must be held by 30 days after the date of the presentation of the members' petition. History:  1989 c 144 art 1 s 30; art 3 s 21
MN Stat § 308A.621 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308A — Cooperatives|Section 308A.621 — Certification Of Mailed Meeting Notice.

308A.621 CERTIFICATION OF MAILED MEETING NOTICE. (a) After mailing special or regular members' meeting notices, the secretary shall execute a certificate containing: (1) a correct copy of the mailed or published notice; (2) the date of mailing or publishing the notice; and (3) a statement that the special or regular members' meeting notices were mailed or published as prescribed by section 308A.611, subdivision 5, or 308A.615, subdivision 2. (b) The certificate shall be made a part of the record of the meeting. History:  1989 c 144 art 1 s 31; art 3 s 22; 1990 c 612 s 7
MN Stat § 308A.625 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308A — Cooperatives|Section 308A.625 — Failure To Receive Meeting Notice.

308A.625 FAILURE TO RECEIVE MEETING NOTICE. Failure of a member to receive a special or regular members' meeting notice does not invalidate an action that is taken by the members at a members' meeting. History:   1989 c 144 art 1 s 32
MN Stat § 308A.631 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 308A — Cooperatives|Section 308A.631 — Quorum.

308A.631 QUORUM. Subdivision 1. Quorum. (a) Except as provided in paragraph (b), the quorum for a members' meeting to transact business is: (1) ten percent of the total number of members for a cooperative with 500 or less members; or (2) 50 members for cooperatives with more than 500 members. (b) The quorum provisions of paragraph (a) apply notwithstanding quorum requirements of the articles or the bylaws, except for: (1) a larger quorum in articles filed by a cooperative after March 26, 1949; or (2) a larger quorum provided by amending the articles or bylaws after May 1, 1959. Subd. 2. Quorum for voting by mail. In determining a quorum at a meeting, on a question submitted to a vote by mail, members present in person or represented by mail vote 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 president and secretary 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:   1989 c 144 art 1 s 33