reglab/statecodes huggingface dataset:
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.027 — Annual Renewal.

308A.027 ANNUAL RENEWAL.
Subdivision 1.
Annual renewal.
Each cooperative governed by this chapter must file an annual renewal with the secretary of state in each calendar year following the calendar year in which the cooperative was incorporated. The secretary of state may send annually to the cooperative, using the information provided by the cooperative pursuant to section 5.002 or 5.34 or the articles of incorporation, a notice announcing the need to file the annual renewal and informing the cooperative that the annual renewal may be filed online and that paper filings may also be made, and informing the cooperative that failing to file the annual renewal will result in an administrative dissolution of the cooperative.
Subd. 2.
Minnesota cooperative renewal form.
In each calendar year in which a renewal is to be filed, a cooperative must file with the secretary of state an annual renewal by December 31 of that calendar year containing the items required by section 5.34.
Subd. 3.
[Repealed by amendment, 2009 c 101 art 2 s 76]
Subd. 4.
Penalty; dissolution.
(a) A cooperative that has failed to file a renewal pursuant to the requirements of this section by December 31 of the calendar year for which the renewal was required must be dissolved by the secretary of state as described in paragraph (b).
(b) If the cooperative has not filed the renewal by December 31 of that calendar year, the secretary of state must issue a certificate of involuntary dissolution, and the certificate must be filed in the Office of the Secretary of State. The secretary of state must make available in an electronic format the names of the dissolved cooperatives. A cooperative dissolved in this manner is not entitled to the benefits of section 308A.981.
Subd. 5.
Reinstatement.
A cooperative may retroactively reinstate its existence by filing a single annual renewal and paying a $25 fee. Filing the annual renewal with the secretary of state:
(1) returns the cooperative to active status as of the date of the dissolution;
(2) validates contracts or other acts within the authority of the articles, and the cooperative is liable for those contracts or acts; and
(3) restores to the cooperative all assets and rights of the cooperative and its shareholders or members to the extent they were held by the cooperative and its shareholders or members before the dissolution occurred, except to the extent that assets or rights were affected by acts occurring after the dissolution or sold or otherwise distributed after that time.
History:
2000 c 395 s 8; 2004 c 251 s 5; 2004 c 254 s 36; 2007 c 148 art 2 s 51; 2009 c 101 art 2 s 76
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.032 — Foreign Cooperatives; Sections Applicable.

308A.032 FOREIGN COOPERATIVES; SECTIONS APPLICABLE.
Subdivision 1.
General.
Except for this section, this chapter does not apply to foreign cooperatives.
Subd. 2.
Sections applicable.
(a) Except as provided in paragraph (b), a foreign cooperative is subject to chapter 303. Unless it complies with chapter 303, a foreign cooperative may not transact business in this state.
(b) Sections 303.05, 303.07, and 303.115 do not apply to foreign cooperatives.
History:
2008 c 203 s 7
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.101 — Organizational Purpose.

308A.101 ORGANIZATIONAL PURPOSE.
Subdivision 1.
General purpose.
A cooperative may be formed and incorporated on a cooperative plan for the purpose of conducting an agricultural, dairy, marketing, transportation, warehousing, commission, contracting, building, mining, telephone, manufacturing, mechanical, mercantile, electrical, heat, light, or power business, or for any combination of these purposes or for any other lawful purpose.
Subd. 2.
Electric cooperative purpose.
An electric cooperative may only be formed by cooperatives engaged in the generation, transmission, and distribution of electric energy for the purpose of financing, or refinancing, the construction, improvement, expansion, acquisition, and operation of electric generating plants and electric transmission and distribution lines, systems, facilities and equipment and related facilities of its members.
Subd. 3.
Water quality cooperative purpose.
A water quality cooperative may only be formed by a cooperative engaged in furnishing potable water or water quality treatment and management services, as defined in section 115.58, subdivision 1, paragraph (e), for the purpose of financing or refinancing the construction, improvement, expansion, acquisition, operation, and maintenance of treatment works, sewage systems, storm sewer facilities, water pipelines, and related facilities of its members.
History:
1989 c 144 art 1 s 6; 1997 c 216 s 128
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.105 — Incorporators.

308A.105 INCORPORATORS.
A cooperative may be organized by one or more incorporators, who may act for themselves as individuals or as the agents of other cooperatives or associations.
History:
1989 c 144 art 1 s 7
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.121 — Cooperative Name.

308A.121 COOPERATIVE NAME.
Subdivision 1.
Name.
The name of a cooperative must distinguish the cooperative upon the records in the Office of the Secretary of State from the name of a domestic corporation, whether profit or nonprofit, or a limited partnership, or a foreign corporation or a limited partnership, whether profit or nonprofit, a limited liability company, whether domestic or foreign, a limited liability partnership, whether domestic or foreign, on file, authorized or registered to do business in this state at the time of filing or a name the right to which is, at the time of incorporation, reserved or provided for in sections 5.35, 302A.117, 317A.117, 321.0109, 322C.0109, or 333.001 to 333.54.
Subd. 2.
Name reserved.
The cooperative name shall be reserved for the cooperative during its corporate existence.
Subd. 3.
[Repealed, 2008 c 203 s 14]
History:
1989 c 144 art 1 s 8; 1989 c 292 s 8,9; 1992 c 517 art 1 s 18; 1995 c 128 art 2 s 2; 2004 c 199 art 13 s 111; 2009 c 98 s 12; 2014 c 157 art 2 s 18,29,31
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.125 — Stock And Nonstock Organization.

308A.125 STOCK AND NONSTOCK ORGANIZATION.
Subdivision 1.
Stock and nonstock cooperatives have same authority.
Cooperatives organized on a capital stock basis may be organized and have the same powers and authority as cooperatives organized without capital stock on a membership basis.
Subd. 2.
Capital stock organization.
A cooperative is organized on a capital stock basis if holding shares of common stock entitles the holder of the stock to vote.
Subd. 3.
Nonstock organization.
(a) The articles of a nonstock cooperative must contain the provisions required in the articles of a cooperative organized on a capital stock basis if the provisions are applicable to a cooperative organized upon a membership basis.
(b) Except for cooperatives constituted partially or entirely of other cooperatives, a member of a cooperative organized on a membership basis may not have more than one vote, and a membership is transferable only with the consent and approval of the board.
History:
1989 c 144 art 1 s 9
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.131 — Articles Of Incorporation.

308A.131 ARTICLES OF INCORPORATION.
Subdivision 1.
Contents.
(a) The incorporators shall prepare the articles, which must include:
(1) the name of the cooperative;
(2) the purpose of the cooperative;
(3) the principal place of business for the cooperative;
(4) the period of duration for the cooperative, if the duration is not to be perpetual; and
(5) the registered office address of the cooperative and the name of the registered agent, if any, at that address.
(b) The articles may contain other lawful provisions, including:
(1) if the cooperative is to be organized on a capital stock basis, the total authorized number of shares and the par value of each share:
(2) if the shares of the cooperative are to be classified, a description of the classes of shares, including a statement of the number of shares in each class and relative rights, preferences, and restrictions granted to or imposed upon the shares of each class; and
(3) the names, post office addresses, and terms of office of the directors of the first board.
(c) The articles must be signed by and must include the names and addresses of the incorporators.
(d) The following provisions are presumed to be part of the articles of a cooperative formed under this chapter:
(1) individuals owning common stock shall be restricted to one vote in the affairs of the cooperative or a statement that the cooperative is one described in section 308A.641, subdivision 2;
(2) shares of stock are transferable only with the approval of the board;
(3) dividends on the capital stock and nonstock units of equity of the cooperative may not exceed eight percent annually;
(4) net income in excess of dividends and additions to reserves shall be distributed on the basis of patronage, and that the records of the cooperative may show the interest of patrons, stockholders of any classes, and members in the reserves; and
(5) only common stockholders have voting power.
Subd. 2.
Filing articles.
(a) The original articles must be filed with the secretary of state.
(b) The fee for filing the articles with the secretary of state is $60.
Subd. 3.
Presumption in filing articles.
When the articles of incorporation have been filed with the secretary of state and the required fee has been paid to the secretary of state, it is presumed that:
(1) all conditions precedent that are required to be performed by the incorporators have been complied with;
(2) the cooperative has been incorporated; and
(3) the secretary of state shall issue a certificate of incorporation to the cooperative.
History:
1989 c 144 art 1 s 10; art 3 s 3,4; 1991 c 205 s 12; 1995 c 150 s 1; 1998 c 401 s 46; 2010 c 250 art 2 s 14
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.135 — Amendment Of Articles.

308A.135 AMENDMENT OF ARTICLES.
Subdivision 1.
Procedure.
(a) The articles of a cooperative must be amended as provided in this subdivision.
(b) The board by majority vote must pass a resolution stating the text of the proposed amendment. The text of the proposed amendment and an attached mail ballot, if the board has provided for a mail ballot in the resolution, must be mailed with a regular or special meeting notice to each member. The notice must designate the time and place of the meeting for the proposed amendment to be considered and voted on. A cooperative with more than 200 members may publish the notice, proposed amendment, and ballot in the manner provided for a regular meeting notice.
(c) If a quorum of the members is registered as being present or represented by mail vote at the meeting, the proposed amendment is adopted:
(1) if approved by a majority of the votes cast; or
(2) for a cooperative with articles or bylaws requiring more than majority approval or other conditions for approval, the amendment is approved by a proportion of the votes cast or a number of total members as required by the articles or bylaws and the conditions for approval in the articles or bylaws have been satisfied.
Subd. 2.
Filing.
After an amendment has been adopted by the members, the amendment must be signed by the chair, vice-chair, president, vice-president, secretary, or assistant secretary, and a copy of the amendment filed in the Office of the Secretary of State.
Subd. 3.
Certificate.
(a) A certificate must be prepared stating:
(1) the vote and meeting of the board adopting a resolution of the proposed amendment;
(2) the notice given to members of the meeting at which the amendment was adopted;
(3) the quorum registered at the meeting; and
(4) the vote cast adopting the amendment.
(b) The certificate must be signed by the chair, vice-chair, president, vice-president, secretary, or assistant secretary and filed with the records of the cooperative.
Subd. 4.
Amendment by board.
A majority of directors may amend the articles if the cooperative does not have any members or stockholders with voting rights.
History:
1989 c 144 art 1 s 11; art 3 s 5; 1996 c 305 art 1 s 69; 1996 c 414 art 1 s 38
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.141 — Amendment Of Articles To Be Governed By This Chapter.

308A.141 AMENDMENT OF ARTICLES TO BE GOVERNED BY THIS CHAPTER.
Subdivision 1.
Authority.
A corporation or association organized and doing business under other statutes of this state or under the laws of other states that has conducted business on a cooperative plan may become subject to this chapter by amending its articles of incorporation to conform to the requirements of this chapter.
Subd. 2.
Procedure for amendment.
(a) A corporation or association organized under statutes of this state may amend its articles of incorporation in the manner provided under the statute that it is governed by for the adoption of amendments.
(b) A corporation or association organized under laws of other states shall amend its articles of incorporation in the manner required by the laws of the state where it was incorporated. After the articles of incorporation are amended, the corporation or association shall file a certified copy of the articles of incorporation and amendments with the secretary of state with the fees and requirements prescribed for filing articles. After filing, the corporation or association is a cooperative in this state and subject to the provisions of this chapter.
History:
1989 c 144 art 1 s 12
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.145 — Amendment Of Articles To Incorporate Defectively Organized Cooperative.

308A.145 AMENDMENT OF ARTICLES TO INCORPORATE DEFECTIVELY ORGANIZED COOPERATIVE.
Subdivision 1.
Amendment of articles.
An association or corporation organized defectively under other law of this state that has conducted its business upon the cooperative plan and has in good faith carried on and transacted business, may amend its articles of incorporation in their entirety to be governed by this chapter. The articles of amendment shall be filed with the secretary of state.
Subd. 2.
De facto corporation becomes corporation de jure.
Upon the filing and recording of the articles of amendment of a de facto corporation, the corporation is a legal and valid corporation de jure. Courts shall hold all transactions, past and future, as if the organization was not defective.
Subd. 3.
Pending litigation not affected.
This section does not affect pending litigation.
Subd. 4.
Not applicable if charter is forfeited.
This section does not apply to a corporation whose charter has been declared forfeited by a court of competent jurisdiction in this state.
History:
1989 c 144 art 1 s 13; art 3 s 6
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.155 — Corporate Existence.

308A.155 CORPORATE EXISTENCE.
Subdivision 1.
Commencement of corporate existence.
The corporate existence of a cooperative begins when the articles are filed with the secretary of state.
Subd. 2.
Perpetual existence unless limited.
Cooperatives have perpetual duration unless the cooperative provides for a limited period of duration of corporate existence in the articles.
History:
1989 c 144 art 1 s 15; art 3 s 7
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.641 — Voting In Cooperatives Constituted Entirely Or Partially Of Other Cooperatives Or Associations.

308A.641 VOTING IN COOPERATIVES CONSTITUTED ENTIRELY OR PARTIALLY OF OTHER COOPERATIVES OR ASSOCIATIONS.
Subdivision 1.
Voting by members that are cooperatives or associations.
A cooperative that is constituted entirely or partially of other cooperatives or associations may authorize by the articles or the bylaws for affiliated cooperative members to have an additional vote for:
(1) a stipulated amount of business transacted between the member cooperative and the cooperative central organization;
(2) a stipulated number of members in the member cooperative;
(3) a certain stipulated amount of equity allocated to or held by the member cooperative in the cooperative central organization; or
(4) a combination of methods in clauses (1) to (3).
Subd. 2.
Voting by members who are not cooperatives or associations.
A cooperative that is constituted partially of other cooperatives or associations and partially of members who are not cooperatives or associations, and that has its members who are not cooperatives or associations organized into local units of members, may, by the articles or the bylaws, authorize the delegates elected by its members who are not cooperatives or associations, and who are organized into local units of members, to have an additional vote for:
(1) a stipulated amount of business transacted between the members in the voting units and the cooperative;
(2) a certain stipulated amount of equity allocated to or held by the members of the voting units in the cooperative; or
(3) a combination of methods in clauses (1) and (2).
History:
1989 c 144 art 1 s 35; 1989 c 356 s 3; 1995 c 150 s 3
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.645 — Vote Of Corporate Stock Held By Cooperative.

308A.645 VOTE OF CORPORATE STOCK HELD BY COOPERATIVE.
A cooperative that holds stock of another corporation may by direction of the cooperative's board or members elect or appoint a person to represent the cooperative at a meeting of the corporation. The representative has authority to represent the cooperative and may cast the cooperative's vote at the corporation's meeting.
History:
1989 c 144 art 1 s 36
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.701 — Reserves.

308A.701 RESERVES.
Subdivision 1.
Capital reserve.
A cooperative may set aside a portion of net income as the board determines advisable to create or maintain a capital reserve.
Subd. 2.
Additional reserves.
In addition to a capital reserve, the board may:
(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.
History:
1989 c 144 art 1 s 37
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.705 — Distribution Of Income.

308A.705 DISTRIBUTION OF INCOME.
Subdivision 1.
Distribution of net income.
Net income in excess of dividends on capital stock, nonstock units of equity, and additions to reserves shall be distributed 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 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 to the extent permitted by section 1388(j) of the Internal Revenue Code of 1986, as amended through December 31, 1996.
Subd. 2.
Frequency of income distribution.
(a) Distribution of net income shall be made at least annually.
(b) A cooperative with income from trucking operations may only distribute net income 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. 3.
Dividends.
Dividends may be paid on common stock and nonstock units of equity only if the net income of the cooperative for the previous fiscal year is sufficient. Unless otherwise provided in the articles of incorporation, the dividends are not cumulative.
Subd. 4.
Form of distribution.
A cooperative may distribute net income in cash, capital stock credits, allocated patronage equities, revolving fund certificates, or its own or other securities.
Subd. 5.
Eligible nonmember patrons.
(a) The members may provide in the bylaws that nonmember patrons are allowed to participate in the distribution of net income on equal terms with member patrons.
(b) If a nonmember patron is qualified and eligible for membership, the amount of patronage refund due shall be credited to the patron's individual account.
(c) If the credits equal the value of a share of common stock that entitles the stockholder to vote, or a membership, a share of stock or a membership shall be issued to the nonmember patron.
Subd. 6.
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. If the credited amount in the individual account of a patron ineligible for membership equals the value of a share of common stock and does not entitle the holder to vote, or to preferred stock or a certificate of interest, the board may issue a share of preferred stock or a certificate of interest. After the patron is issued preferred stock or a certificate of interest, the patron may participate in the distribution of income on the same basis as a stockholder or member.
History:
1989 c 144 art 1 s 38; art 3 s 25; 1997 c 231 art 16 s 11; 1998 c 401 s 47,48; 2000 c 379 s 2
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.711 — Distribution Of Unclaimed Property.

308A.711 DISTRIBUTION OF UNCLAIMED PROPERTY.
Subdivision 1.
Alternate procedure to disburse property.
Notwithstanding the provisions of section 345.43, a cooperative may, in lieu of paying or delivering to the commissioner of commerce the unclaimed property specified in its report of unclaimed property, distribute the unclaimed property to a corporation or organization that is exempt from taxation under section 290.05, subdivision 1, clause (b), or 2.
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:
1989 c 144 art 1 s 39; 2000 c 483 s 49; 2005 c 109 s 1,2; 2020 c 83 art 1 s 79
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.901 — Liquidation.

308A.901 LIQUIDATION.
Subdivision 1.
Members may authorize liquidation.
If a liquidation is authorized by the members, the board may dispose of all or substantially all of the property of the cooperative on terms and conditions determined by the board.
Subd. 2.
Resolution at members' meeting.
The members may authorize a liquidation by adopting a resolution at a members' meeting. The notice of the members' meeting must include a statement that the disposition of the property of the cooperative will be considered at the meeting. If a quorum is present in person or by mail ballot at the members' meeting, the resolution approving of the liquidation is adopted if:
(1) approved by two-thirds of the votes cast; or
(2) for a cooperative with articles or bylaws requiring more than two-thirds for approval or other conditions for approval, the resolution is approved by the proportion of the votes cast or a number of total members as required by the articles or bylaws and the conditions for approval in the articles or bylaws have been satisfied.
History:
1989 c 144 art 1 s 41; art 3 s 29
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.905 — Methods Of Dissolution.

308A.905 METHODS OF DISSOLUTION.
A cooperative may be dissolved by the members or by order of the court.
History:
1989 c 144 art 1 s 42; art 3 s 30,49