reglab/statecodes huggingface dataset:
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.725 — Allocations And Distributions To Patron Members.

308B.725 ALLOCATIONS AND DISTRIBUTIONS TO PATRON MEMBERS.
Subdivision 1.
Distribution of net income.
A cooperative may set aside a portion of net income allocated to the patron membership interests as the board determines advisable to create or maintain a capital reserve.
Subd. 2.
Reserves.
In addition to a capital reserve, the board may, for patron membership interests:
(1) set aside an amount not to exceed five percent of the annual net income of the cooperative for promoting and encouraging cooperative organization; and
(2) establish and accumulate reserves for new buildings, machinery and equipment, depreciation, losses, and other proper purposes.
Subd. 3.
Patronage distributions.
Net income allocated to patron members in excess of dividends on equity and additions to reserves shall be distributed to patron members on the basis of patronage. A cooperative may establish allocation units, whether the units are functional, divisional, departmental, geographic, or otherwise and pooling arrangements and may account for and distribute net income to patrons on the basis of allocation units and pooling arrangements. A cooperative may offset the net loss of an allocation unit or pooling arrangement against the net income of other allocation units or pooling arrangements.
Subd. 4.
Frequency of distribution.
Distribution of net income shall be made at least annually. The board shall present to the members at their annual meeting a report covering the operations of the cooperative during the preceding fiscal year.
Subd. 5.
Form of distribution.
A cooperative may distribute net income to patron members in cash, capital credits, allocated patronage equities, revolving fund certificates, or its own or other securities.
Subd. 6.
Eligible nonmember patrons.
The cooperative may provide in the bylaws that nonmember patrons are allowed to participate in the distribution of net income payable to patron members on equal terms with patron members.
Subd. 7.
Patronage credits for ineligible members.
If a nonmember patron with patronage credits is not qualified or eligible for membership, a refund due may be credited to the patron's individual account. The board may issue a certificate of interest to reflect the credited amount. After the patron is issued a certificate of interest, the patron may participate in the distribution of income on the same basis as a patron member.
History:
2003 c 105 art 1 s 65
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.735 — Distribution Of Unclaimed Property.

308B.735 DISTRIBUTION OF UNCLAIMED PROPERTY.
Subdivision 1.
Alternate procedure to disburse property.
A cooperative may, in lieu of paying or delivering to the state the unclaimed property specified in its report of unclaimed property, distribute the unclaimed property to a business entity or organization that is exempt from taxation.
Subd. 2.
[Repealed, 2005 c 109 s 8]
Subd. 3.
Owner's right extinguished on disbursement.
The right of an owner to unclaimed property held by a cooperative is extinguished when the property is disbursed by the cooperative to a tax exempt organization if: (1) notice that the payment is available has been mailed to the last known address of the person shown by the records to be entitled to the property; or (2) the address is unknown, notice is published in an official publication of the cooperative.
History:
2003 c 105 art 1 s 67; 2004 c 228 art 1 s 54; 2005 c 109 s 3,4
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.903 — Notice Of Intent To Dissolve.

308B.903 NOTICE OF INTENT TO DISSOLVE.
Before a cooperative begins dissolution, a notice of intent to dissolve must be filed with the secretary of state. The notice must contain:
(1) the name of the cooperative;
(2) the date and place of the members' meeting at which the resolution was approved; and
(3) a statement that the requisite vote of the members approved the proposed dissolution.
History:
2007 c 148 art 2 s 54
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.905 — Winding Up.

308B.905 WINDING UP.
Subdivision 1.
Collection and payment of debts.
After the notice of intent to dissolve has been filed with the secretary of state, the board, or the officers acting under the direction of the board shall proceed as soon as possible:
(1) to collect or make provision for the collection of all debts due or owing to the cooperative, including unpaid subscriptions for shares; and
(2) to pay or make provision for the payment of all debts, obligations, and liabilities of the cooperative according to their priorities.
Subd. 2.
Transfer of assets.
After the notice of intent to dissolve has been filed with the secretary of state, the board may sell, lease, transfer, or otherwise dispose of all or substantially all of the property and assets of the dissolving cooperative without a vote of the members.
Subd. 3.
Distribution to members.
Tangible and intangible property, including money, remaining after the discharge of the debts, obligations, and liabilities of the cooperative shall be distributed to the members and former members as provided in the articles or bylaws, unless otherwise provided by law. If previously authorized by the members, the tangible and intangible property of the cooperative may be liquidated and disposed of at the discretion of the board.
History:
2003 c 105 art 1 s 72
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.911 — Revocation Of Dissolution Proceedings.

308B.911 REVOCATION OF DISSOLUTION PROCEEDINGS.
Subdivision 1.
Authority to revoke.
Dissolution proceedings may be revoked before the articles of dissolution are filed with the secretary of state.
Subd. 2.
Revocation by members.
The chair may call a members' meeting to consider the advisability of revoking the dissolution proceedings. The question of the proposed revocation shall be submitted to the members at the members' meeting called to consider the revocation. The dissolution proceedings are revoked if the proposed revocation is approved at the members' meeting by a majority of the members of the cooperative or for a cooperative with articles or bylaws requiring a greater number of members, the number of members required by the articles or bylaws.
Subd. 3.
Filing with secretary of state.
Revocation of dissolution proceedings is effective when a notice of revocation is filed with the secretary of state. After the notice is filed, the cooperative may resume business.
History:
2003 c 105 art 1 s 73
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.915 — Statute Of Limitations.

308B.915 STATUTE OF LIMITATIONS.
The claim of a creditor or claimant against a dissolving cooperative is barred if the claim has not been enforced by initiating legal, administrative, or arbitration proceedings concerning the claim by two years after the date the notice of intent to dissolve is filed with the secretary of state.
History:
2003 c 105 art 1 s 74
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.921 — Articles Of Dissolution.

308B.921 ARTICLES OF DISSOLUTION.
Subdivision 1.
Conditions to file.
Articles of dissolution of a cooperative shall be filed with the secretary of state after payment of the claims of all known creditors and claimants has been made or provided for and the remaining property has been distributed by the board. The articles of dissolution shall state:
(1) that all debts, obligations, and liabilities of the cooperative have been paid or discharged or adequate provisions have been made for them or time periods allowing claims have run and other claims are not outstanding;
(2) that the remaining property, assets, and claims of the cooperative have been distributed among the members or under a liquidation authorized by the members; and
(3) that legal, administrative, or arbitration proceedings by or against the cooperative are not pending or adequate provision has been made for the satisfaction of a judgment, order, or decree that may be entered against the cooperative in a pending proceeding.
Subd. 2.
Dissolution effective on filing.
The cooperative is dissolved when the articles of dissolution have been filed with the secretary of state.
Subd. 3.
Certificate.
The secretary of state shall issue to the dissolved cooperative or its legal representative a certificate of dissolution that contains:
(1) the name of the dissolved cooperative;
(2) the date the articles of dissolution were filed with the secretary of state; and
(3) a statement that the cooperative is dissolved.
History:
2003 c 105 art 1 s 75
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.925 — Application For Court-supervised Voluntary Dissolution.

308B.925 APPLICATION FOR COURT-SUPERVISED VOLUNTARY DISSOLUTION.
After a notice of intent to dissolve has been filed with the secretary of state and before a certificate of dissolution has been issued, the cooperative or, for good cause shown, a member or creditor may apply to a court within the county where the registered address is located to have the dissolution conducted or continued under the supervision of the court.
History:
2003 c 105 art 1 s 76
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.935 — Procedure In Involuntary Or Court-supervised Voluntary Dissolution.

308B.935 PROCEDURE IN INVOLUNTARY OR COURT-SUPERVISED VOLUNTARY DISSOLUTION.
Subdivision 1.
Action before hearing.
In dissolution proceedings before a hearing can be completed the court may:
(1) issue injunctions;
(2) appoint receivers with all powers and duties that the court directs;
(3) take actions required to preserve the cooperative's assets wherever located; and
(4) carry on the business of the cooperative.
Subd. 2.
Action after hearing.
After a hearing is completed, upon notice to parties to the proceedings and to other parties in interest designated by the court, the court may appoint a receiver to collect the cooperative's assets, including amounts owing to the cooperative by subscribers on account of an unpaid portion of the consideration for the issuance of shares. In addition to the powers set forth in chapter 576, a receiver has authority, subject to the order of the court, to continue the business of the cooperative and to sell, lease, transfer, or otherwise dispose of the property and assets of the cooperative either at public or private sale.
Subd. 3.
Discharge of obligations.
The assets of the cooperative or the proceeds resulting from a sale, lease, transfer, or other disposition shall be applied in the order of priority set forth in section 576.51.
Subd. 4.
Remainder to members.
After payment of the expenses of receivership and claims of creditors are proved, the remaining assets, if any, may be distributed to the members or distributed under an approved liquidation plan.
History:
2003 c 105 art 1 s 78; 2012 c 143 art 3 s 11,12
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.941 — Receiver Qualifications And Powers.

308B.941 RECEIVER QUALIFICATIONS AND POWERS.
Subdivision 1.
Qualifications.
Any person qualified under section 576.26 may be appointed as a receiver. A receiver shall give a bond as required by section 576.27.
Subd. 2.
Powers.
A receiver may sue and defend all actions as receiver of the cooperative. The court appointing the receiver has exclusive jurisdiction over the cooperative, the receiver, and all receivership property pursuant to section 576.23.
History:
2003 c 105 art 1 s 79; 2012 c 143 art 3 s 13
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.945 — Dissolution Action By Attorney General; Administrative Dissolution.

308B.945 DISSOLUTION ACTION BY ATTORNEY GENERAL; ADMINISTRATIVE DISSOLUTION.
Subdivision 1.
Conditions to begin action.
A cooperative may be dissolved involuntarily by a decree of a court in this state in an action filed by the attorney general if it is established that:
(1) the articles and certificate of organization were procured through fraud;
(2) the cooperative was organized for a purpose not permitted by this chapter or prohibited by state law;
(3) the cooperative has flagrantly violated a provision of this chapter, has violated a provision of this chapter more than once, or has violated more than one provision of this chapter; or
(4) the cooperative has acted, or failed to act, in a manner that constitutes surrender or abandonment of the cooperative's franchise, privileges, or enterprise.
Subd. 2.
Notice to cooperative.
An action may not be commenced under subdivision 1 until 30 days after notice to the cooperative by the attorney general of the reason for the filing of the action. If the reason for filing the action is an act that the cooperative has done, or omitted to do, and the act or omission may be corrected by an amendment of the articles or bylaws or by performance of or abstention from the act, the attorney general shall give the cooperative 30 additional days to make the correction before filing the action.
History:
2003 c 105 art 1 s 80