reglab/housing_qa huggingface dataset:
MN Stat § 317A.411 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.411 — Termination.

317A.411 TERMINATION. Subdivision 1. Fair and reasonable procedure required. A member may not be expelled or suspended, and a membership may not be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith. This section does not apply to the termination of a membership at the end of a fixed term. Subd. 2. Standards. A procedure is fair and reasonable when it is fair and reasonable taking into consideration all of the relevant facts and circumstances. In addition, a procedure is fair and reasonable if it provides: (1) not less than 15 days' prior written notice of the expulsion, suspension, or termination, and the reasons for it; and (2) an opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension, or termination by a person authorized to decide that the proposed expulsion, termination, or suspension not take place. Subd. 3. Time limit to challenge. A proceeding challenging an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, must be begun within one year after the effective date of the expulsion, suspension, or termination. Subd. 4. Member liability. The expulsion, suspension, or termination of a member does not relieve the member from obligations the member may have to the corporation for dues, assessments, or fees or charges for goods or services. History:   1989 c 304 s 61
MN Stat § 317A.413 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.413 — Purchase Of Memberships.

317A.413 PURCHASE OF MEMBERSHIPS. If authorized in its articles or bylaws, a corporation may buy the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions in the articles or bylaws. History:   1989 c 304 s 62
MN Stat § 317A.415 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.415 — Delegates.

317A.415 DELEGATES. A corporation may provide in its articles or bylaws for delegates having some or all the authority of members. The articles or bylaws may set forth provisions relating to: (1) the characteristics, qualifications, rights, limitations, and obligations of the delegates, including their selection and removal; (2) calling, noticing, holding, and conducting meetings of delegates; and (3) carrying on corporate activities during and between meetings of delegates. History:   1989 c 304 s 63
MN Stat § 317A.431 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.431 — Annual Meetings Of Members With Voting Rights.

317A.431 ANNUAL MEETINGS OF MEMBERS WITH VOTING RIGHTS. Subdivision 1. Frequency. Unless the articles or bylaws provide otherwise, a corporation with members with voting rights shall hold at least an annual meeting of members with voting rights. Subd. 2. Demand by members. If an annual meeting of members with voting rights has not been held during the preceding 15 months, at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, may demand an annual meeting of members by written notice of demand given to the president or the treasurer of the corporation. Within 30 days after receipt of the demand, the board shall cause a meeting of members to be called and held at the expense of the corporation on notice no later than 90 days after receipt of the demand. If the board fails to cause a meeting to be called and held as required by this subdivision, the members with voting rights making the demand may call the meeting at the expense of the corporation by giving notice as required by section 317A.435. Subd. 3. Time; place. An annual meeting of members must be held at the time and place stated in or fixed in accordance with the articles or bylaws. If a place is not stated or if a demand for a meeting is made under subdivision 2, the meeting must be held in the county where the corporation's registered office is located. To the extent authorized in articles or bylaws, the board of directors may determine that an annual meeting of the members shall be held solely by means of remote communication in accordance with section 317A.450, subdivision 2. Subd. 4. Elections; business. At an annual meeting of members: (1) there must be an election of successors for directors elected by members and whose terms have expired or whose terms expire at an annual meeting; (2) there must be a report on the activities and financial condition of the corporation; and (3) the members shall consider and act upon other matters as may be raised consistent with the notice of meeting requirements. Subd. 5. Effect of failure to hold meeting. The failure to hold a meeting in accordance with a corporation's articles or bylaws does not affect the validity of a corporate action. History:  1989 c 304 s 64; 1990 c 488 s 27; 1992 c 503 s 10; 2002 c 311 art 3 s 8; 2017 c 17 s 19
MN Stat § 317A.433 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.433 — Special Meetings Of Members With Voting Rights.

317A.433 SPECIAL MEETINGS OF MEMBERS WITH VOTING RIGHTS. Subdivision 1. Who may call. A corporation with members with voting rights shall hold a special meeting of members: (1) on call of its board or persons authorized to do so by the articles or bylaws; or (2) if at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, sign, date, and deliver to the president or the treasurer one or more written demands for the meeting describing the purpose for which it is to be held. Subd. 2. Notice. Within 30 days after receipt of a demand for a special meeting from members with voting rights, the board shall cause a special meeting to be called and held on notice no later than 90 days after receipt of the demand at the expense of the corporation. If the board fails to cause a special meeting to be called and held as required by this subdivision, a member with voting rights making the demand may call the meeting by giving notice under section 317A.435 at the expense of the corporation. Subd. 3. Time; place. Special meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the articles, bylaws, or by the president or the board. If a special meeting is demanded by the members, the meeting must be held in the county where the corporation's registered office is located. To the extent authorized in the articles or bylaws, the board of directors may determine that a special meeting of the members shall be held solely by means of remote communication in accordance with section 317A.450, subdivision 2. Subd. 4. Notice requirements; business limited. The notice of a special meeting must contain a statement of the purposes of the meeting. The notice may also contain other information required by the articles or bylaws or considered necessary or desirable by the board or by another person calling the meeting. The business transacted at a special meeting is limited to the purposes stated within the notice of the meeting. Business transacted at a special meeting that is not included in those stated purposes is voidable by or on behalf of the corporation, unless all of the members with voting rights have waived notice of the meeting under section 317A.435. History:  1989 c 304 s 65; 2002 c 311 art 3 s 9; 2017 c 17 s 19
MN Stat § 317A.434 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.434 — Court-ordered Meeting Of Members With Voting Rights.

317A.434 COURT-ORDERED MEETING OF MEMBERS WITH VOTING RIGHTS. Subdivision 1. When authorized. The district court of the county where a corporation's registered office is located may order a meeting to be held: (1) on application of at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, or of another person entitled to participate in the annual meeting, if a meeting was not held within the earlier of six months after the end of the corporation's fiscal year or 15 months after its last meeting; or (2) on application of a member with voting rights who signed a demand for a special meeting valid under section 317A.433 or a person entitled to call a special meeting if: (i) notice of the special meeting was not given within 30 days after the date the demand was delivered to a corporate officer; or (ii) the special meeting was not held in accordance with the notice. Subd. 2. Scope of order. The court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purposes of the meeting. Subd. 3. Costs and attorneys fees. If the court orders a meeting, it may also order the corporation to pay the member's costs, including reasonable attorneys fees, incurred to obtain the order. History:  1989 c 304 s 66; 2017 c 17 s 19
MN Stat § 317A.437 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.437 — Record Date; Determining Members Entitled To Notice And Vote.

317A.437 RECORD DATE; DETERMINING MEMBERS ENTITLED TO NOTICE AND VOTE. 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 members entitled to notice of and entitled to vote at the meeting. When a date is so fixed, only members with voting rights on that date are entitled to notice of and permitted to vote at that meeting of members. Subd. 2. Adjourned meeting. (a) A determination of members entitled to notice and to vote at a membership meeting is effective for an adjournment of the meeting unless the board fixes a new date for determining the right to notice and to vote, which it must do if the meeting is adjourned to a date more than 60 days after the record date for determining members entitled to notice of the original meeting. (b) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date for notice and voting continues in effect or it may fix a new record date for notice and voting. History:  1989 c 304 s 68; 2017 c 17 s 19
MN Stat § 317A.439 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.439 — Members' List For Meeting.

317A.439 MEMBERS' LIST FOR MEETING. Subdivision 1. Preparation. After fixing a record date for notice of and voting at a meeting, a corporation shall prepare an alphabetical list of the names of its members who are entitled to notice and to vote. The list must show the address and number of votes each member is entitled to vote at the meeting. Subd. 2. Inspection. The list of members must be available for inspection by a member with voting rights for the purpose of communication with other members concerning the meeting, beginning two business days after the meeting notice is given and continuing through the meeting, at the corporation's registered office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. The list also must be available at the meeting. A member, a member's agent, or attorney is entitled on written demand to inspect and to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection and at any time during the meeting or an adjournment. Subd. 3. Enforcement. If the corporation refuses to allow a member with voting rights, the member's agent, or attorney to inspect the list of members before or at the meeting, the district court of the county where a corporation's registered office is located, on application of the member, may: (1) order the inspection or copying at the corporation's expense; (2) postpone the meeting until the inspection or copying is complete; or (3) order the corporation to pay the member's costs, including reasonable attorneys fees, incurred to obtain the order. Subd. 4. Effect of failure to comply. Unless a written demand to inspect and copy a membership list has been made under subdivision 2 before the membership meeting and a corporation improperly refuses to comply with the demand, refusal, or failure to comply with this section does not affect the validity of action taken at the meeting. Subd. 5. Improper use prohibited. A member, agent, or attorney who gains access to a membership list under this section may not use or give to another for use the membership list for any purpose other than a proper purpose. Upon application of the corporation, the district court may issue a protective order or order other relief necessary to enforce this subdivision. Subd. 6. Neighborhood organizations. A neighborhood organization as defined in section 317A.435, subdivision 4, is not required to prepare a membership list under this section, if it has chosen to be governed by this subdivision by so providing in its articles or bylaws. History:  1989 c 304 s 69; 2002 c 340 s 2
MN Stat § 317A.441 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.441 — Right To Vote.

317A.441 RIGHT TO VOTE. (a) Unless the articles or bylaws provide otherwise, each member with voting rights is entitled to one vote on each matter voted on by the members. If a membership stands of record in the names of two or more persons, their acts with respect to voting have the following effect: (1) if only one votes, the act binds all; and (2) if more than one votes, the vote must be divided on a pro rata basis. (b) In the case of a neighborhood organization, members with voting rights are, at a minimum, individuals who are on a preexisting membership list or who, at a meeting of the neighborhood organization, can produce: (1) a Minnesota driver's license, Minnesota identification card, or some form of residency verification that indicates the individual resides within the geographic boundaries of the neighborhood organization; or (2) proof of ownership or lease of a business or property or proof of being employed by a nonprofit organization, business, or government entity located within the geographic boundaries of the neighborhood, if such members are authorized by the bylaws of the neighborhood organization. (c) An individual who resides within the geographic boundaries of a neighborhood organization or meets membership criteria under paragraph (b), clause (2), but lacks the documentation required by paragraph (b), clause (1), may vote at a meeting of the neighborhood organization if a member who has the required documentation vouches for the individual. (d) A neighborhood organization through its articles or bylaws may permit voting at its meetings by individuals in addition to those described in paragraph (b) or (c). (e) For purposes of this section, "neighborhood organization" has the meaning given in section 317A.435, subdivision 4. A neighborhood organization may choose to be governed by paragraphs (b), (c), and (d) by so providing in its articles or bylaws. History:  1989 c 304 s 70; 2002 c 340 s 3
MN Stat § 317A.443 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.443 — Act Of The Members.

317A.443 ACT OF THE MEMBERS. Subdivision 1. General. Except for the election of directors, which is governed by section 317A.205, unless this chapter or the articles or bylaws require a greater vote or voting by class, if a quorum is present, or if a quorum has been present at a meeting, the affirmative vote of the majority of the members with voting rights present and entitled to vote, which must also be a majority of the required quorum, is the act of the members. Subd. 2. Methods. Unless otherwise provided in the articles or bylaws, members may take action at a meeting by voice or ballot, by unanimous action without a meeting under section 317A.445, by ballot under section 317A.447, or by remote communication under section 317A.450. History:  1989 c 304 s 71; 1990 c 488 s 29; 2003 c 2 art 1 s 36; 2004 c 199 art 14 s 34; 2017 c 17 s 8
MN Stat § 317A.445 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.445 — Unanimous Action Without A Meeting.

317A.445 UNANIMOUS ACTION WITHOUT A MEETING. An action required or permitted to be taken at a meeting of the members may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all of the members entitled to vote on that action. The written action is effective when it has been signed, or consented to by authenticated electronic communication, by all of those members, unless a different effective time is provided in the written action. When this chapter requires a certificate concerning an action to be filed with the secretary of state, the officers signing the certificate must indicate that the action was taken under this section. History:  1989 c 304 s 72; 2002 c 311 art 3 s 10
MN Stat § 317A.447 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.447 — Action By Ballot.

317A.447 ACTION BY BALLOT. (a) Except as provided in paragraph (e) and unless prohibited or limited by the articles or bylaws, an action that may be taken at a regular or special meeting of members may be taken without a meeting if the corporation mails or otherwise delivers a ballot to every member entitled to vote on the matter. A corporation may deliver a ballot by electronic communication only if the corporation complies with section 317A.450, subdivision 5, as if the ballot were a notice. Consent by a member to receive notice by electronic communication in a certain manner constitutes consent to receive a ballot by electronic communication in the same manner. (b) A ballot must: (1) set forth each proposed action; and (2) provide an opportunity to vote for or against each proposed action. (c) Approval by ballot under this section is valid only if the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. (d) Solicitations for votes by written ballot must: (1) indicate the number of responses needed to meet the quorum requirements; (2) state the percentage of approvals necessary to approve each matter other than election of directors; and (3) specify the time by which a ballot must be received by the corporation in order to be counted. (e) Except as otherwise provided in the articles or bylaws, a ballot may not be revoked. (f) A ballot delivered to the corporation by electronic communication is valid only if authenticated as provided in section 317A.011, subdivision 3a. History:  1989 c 304 s 73; 1992 c 503 s 11; 2004 c 199 art 14 s 35
MN Stat § 317A.451 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.451 — Quorum.

317A.451 QUORUM. Subdivision 1. Number required. Unless otherwise provided by the articles or bylaws, a quorum for a meeting of members is ten percent of the members entitled to vote at the meeting. Subd. 2. Action. (a) Except as provided in paragraph (b), a quorum is necessary for the transaction of business at a meeting of members. If a quorum is not present, a meeting may be adjourned from time to time for that reason. (b) If a quorum has been present at a meeting and members have withdrawn from the meeting so that less than a quorum remains, the members still present may continue to transact business until adjournment. History:   1989 c 304 s 75
MN Stat § 317A.453 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.453 — Proxies.

317A.453 PROXIES. Subdivision 1. Authorization. If the articles or bylaws permit proxy voting, a member may cast or authorize the casting of a vote by (1) filing a nonelectronic written appointment of a proxy, signed by the member, with an officer of the corporation at or before the meeting at which the appointment is to be effective, or (2) telephonic transmission or authenticated electronic communication, whether or not accompanied by written instructions of the member, of an appointment of a proxy with the corporation or the corporation's duly authorized agent at or before the meeting at which the appointment is to be effective. Subd. 2. Effective period. An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment form provided, however, that a proxy is not valid for more than three years from its date of execution. Subd. 3. Revocation. An appointment of a proxy is revocable by the member. Appointment of a proxy is revoked by the person appointing the proxy by: (1) attending a meeting and voting in person; or (2) signing and delivering to the officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a later appointment form. Subd. 4. Death. The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment. Subd. 5. Acceptance of vote; liability. (a) Subject to section 317A.455 and an express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment. (b) The vote of a proxy is final, binding, and not subject to challenge, but the proxy is liable to the member for damages resulting from a failure to exercise the proxy or from an exercise of the proxy in violation of the authority granted in the appointment. Subd. 6. Multiple proxies. Unless the appointment specifically provides otherwise, if two or more persons are appointed as proxies for a member: (1) any one of them may vote on each item of business in accordance with specific instructions contained in the appointment; or (2) if no specific instructions are contained in the appointment with respect to voting on a particular item of business, a majority of the proxies have the authority conferred by the instrument. If the proxies are equally divided, they share the vote equally. History:  1989 c 304 s 76; 1990 c 488 s 30; 2002 c 311 art 3 s 12