reglab/statecodes huggingface dataset:
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.911 — Voluntary Dissolution By Members.

308A.911 VOLUNTARY DISSOLUTION BY MEMBERS.
Subdivision 1.
Meeting to consider dissolution.
A regular or a special members' meeting may be called to consider dissolution of a cooperative.
Subd. 2.
Approval.
The proposed dissolution must be submitted for approval at the members' meeting. The dissolution must be started if a quorum is present and the proposed dissolution is approved at a meeting by two-thirds of the votes cast, or for a cooperative with articles or bylaws requiring a greater proportion of the votes cast or other conditions for approval, the dissolution is approved by the proportion of votes cast or the number of total members required by the articles or bylaws and the conditions for approval in the articles or bylaws are satisfied.
Subd. 3.
Revocation of dissolution.
The members retain the right to revoke the dissolution proceedings and the right to remove directors and fill vacancies on the board.
Subd. 4.
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.
Subd. 5.
Business after dissolution begins.
After the notice of intent to dissolve has been filed with the secretary of state, the cooperative may carry on its business only to the extent necessary for the winding up of the cooperative unless the members revoke the dissolution proceedings. The existence of the cooperative continues to the extent necessary to wind up the affairs of the cooperative until the dissolution proceedings are revoked or articles of dissolution are filed with the secretary of state.
Subd. 6.
Remedies continued.
The filing with the secretary of state of a notice of intent to dissolve does not affect a remedy in favor of the cooperative or a remedy against the cooperative or its directors, officers, or members in their capacities, except as provided in section 308A.981.
History:
1989 c 144 art 1 s 43; art 3 s 31,49
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.915 — Winding Up.

308A.915 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 or association may be distributed to the members and former members as provided in the bylaws. 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:
1989 c 144 art 3 s 32
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.921 — Revocation Of Dissolution Proceedings.

308A.921 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 or president may call a members' meeting to consider the advisability of revoking the dissolution proceedings. The question of the proposed revocation must 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:
1989 c 144 art 3 s 33
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.925 — Statute Of Limitations.

308A.925 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, subject to the provisions of section 308A.981.
History:
1989 c 144 art 3 s 34
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.931 — Articles Of Dissolution.

308A.931 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.
Subd. 2.
Contents of articles.
The articles of dissolution must 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 under section 308A.925 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 pursuant to 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. 3.
Dissolution effective on filing.
The cooperative is dissolved when the articles of dissolution have been filed with the secretary of state.
Subd. 4.
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:
1989 c 144 art 3 s 35; 2013 c 125 art 1 s 65
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.935 — Application For Court-supervised Voluntary Dissolution.

308A.935 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 office is located to have the dissolution conducted or continued under the supervision of the court as provided in section 308A.945.
History:
1989 c 144 art 3 s 36
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.945 — Procedure In Involuntary Or Court-supervised Voluntary Dissolution.

308A.945 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, on notice the court directs to be given 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 pursuant to an approved liquidation plan.
History:
1989 c 144 art 3 s 38; 2012 c 143 art 3 s 6,7
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.951 — Receiver Qualifications And Powers.

308A.951 RECEIVER QUALIFICATIONS AND POWERS.
Subdivision 1.
Qualifications.
Any person qualified under section 576.26 may be appointed as a receiver. A receiver must 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:
1989 c 144 art 3 s 39; 2012 c 143 art 3 s 8
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.955 — Dissolution Action By Attorney General.

308A.955 DISSOLUTION ACTION BY ATTORNEY GENERAL.
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 incorporation were procured through fraud;
(2) the cooperative was incorporated for a purpose not permitted by this chapter;
(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 this section 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:
1989 c 144 art 3 s 40
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.961 — Filing Claims In Court-supervised Dissolution Proceedings.

308A.961 FILING CLAIMS IN COURT-SUPERVISED DISSOLUTION PROCEEDINGS.
Subdivision 1.
Filing under oath.
In proceedings to dissolve a cooperative, the court may require all creditors and claimants of the cooperative to file their claims pursuant to section 576.49. The receiver or any party in interest may object to any claims pursuant to section 576.50.
Subd. 2.
[Repealed, 2012 c 143 art 3 s 39]
History:
1989 c 144 art 3 s 41; 2012 c 143 art 3 s 9
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.965 — Discontinuance Of Court-supervised Dissolution Proceedings.

308A.965 DISCONTINUANCE OF COURT-SUPERVISED DISSOLUTION PROCEEDINGS.
The involuntary or supervised voluntary dissolution of a cooperative may be discontinued at any time during the dissolution proceedings if it is established that cause for dissolution does not exist. The court shall dismiss the proceedings and direct the receiver, if any, to redeliver to the cooperative its remaining property and assets and to file a final report pursuant to section 576.38, subdivision 3.
History:
1989 c 144 art 3 s 42; 2012 c 143 art 3 s 10
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.971 — Court-supervised Dissolution Order.

308A.971 COURT-SUPERVISED DISSOLUTION ORDER.
Subdivision 1.
Conditions for dissolution order.
In an involuntary or supervised voluntary dissolution after the costs and expenses of the proceedings and all debts, obligations, and liabilities of the cooperative have been paid or discharged and the remaining property and assets have been distributed to its members or, if its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts, obligations, and liabilities, when all the property and assets have been applied so far as they will go to their payment according to their priorities, the court shall enter an order dissolving the cooperative.
Subd. 2.
Dissolution effective on filing order.
When the order dissolving the cooperative or association has been entered, the cooperative or association is dissolved.
History:
1989 c 144 art 3 s 43
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.975 — Filing Court's Dissolution Order.

308A.975 FILING COURT'S DISSOLUTION ORDER.
After the court enters an order dissolving a cooperative, the court administrator shall cause a certified copy of the dissolution order to be filed with the secretary of state. The secretary of state may not charge a fee for filing the dissolution order.
History:
1989 c 144 art 3 s 44
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.981 — Barring Of Claims.

308A.981 BARRING OF CLAIMS.
Subdivision 1.
Claims barred.
A person who is or becomes a creditor or claimant before, during, or following the conclusion of dissolution proceedings, who does not file a claim or pursue a remedy in a legal, administrative, or arbitration proceeding during the pendency of the dissolution proceeding, or has not initiated a legal, administrative, or arbitration proceeding before the commencement of the dissolution proceedings, and all those claiming through or under the creditor or claimant, are forever barred from suing on that claim or otherwise realizing upon or enforcing it, except as provided in this section.
Subd. 2.
Certain unfiled claims allowed.
By one year after articles of dissolution have been filed with the secretary of state pursuant to this chapter, or a dissolution order has been entered, a creditor or claimant who shows good cause for not having previously filed the claim may apply to a court in this state to allow a claim:
(1) against the cooperative to the extent of undistributed assets; or
(2) if the undistributed assets are not sufficient to satisfy the claim, the claim may be allowed against a member to the extent of the distributions to members in dissolution received by the member.
Subd. 3.
Omitted claims allowed.
Debts, obligations, and liabilities incurred during dissolution proceedings must be paid or provided for by the cooperative before the distribution of assets to a member. A person to whom this kind of debt, obligation, or liability is owed but is not paid may pursue any remedy against the officers, directors, or members of the cooperative before the expiration of the applicable statute of limitations. This subdivision does not apply to dissolution under the supervision or order of a court.
History:
1989 c 144 art 3 s 45
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308A — Cooperatives › Section 308A.985 — Right To Sue Or Defend After Dissolution.

308A.985 RIGHT TO SUE OR DEFEND AFTER DISSOLUTION.
After a cooperative has been dissolved, any of its former officers, directors, or members may assert or defend, in the name of the cooperative, a claim by or against the cooperative.
History:
1989 c 144 art 3 s 46
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.007 — Legal Recognition Of Electronic Records And Signatures.

308B.007 LEGAL RECOGNITION OF ELECTRONIC RECORDS AND SIGNATURES.
Subdivision 1.
Definitions.
(a) The definitions in this subdivision apply to this section.
(b) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
(c) "Electronic record" means a record created, generated, sent, communicated, received, or stored by electronic means.
(d) "Electronic signature" means an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record.
(e) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
Subd. 2.
Electronic records and signatures.
For purposes of this chapter:
(1) a record or signature may not be denied legal effect or enforceability solely because it is in electronic form;
(2) a contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation;
(3) if a provision requires a record to be in writing, an electronic record satisfies the requirement; and
(4) if a provision requires a signature, an electronic signature satisfies the requirement.
History:
2003 c 105 art 1 s 7
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.101 — Reservation Of Right.

308B.101 RESERVATION OF RIGHT.
The state reserves the right to amend or repeal the provisions of this chapter by law. A cooperative organized or governed by this chapter is subject to this reserved right.
History:
2003 c 105 art 1 s 3
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.111 — Filing Fees.

308B.111 FILING FEES.
Unless otherwise provided, the filing fee for documents filed under this chapter with the secretary of state is $35.
History:
2003 c 105 art 1 s 4
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.115 — Registered Office And Agent.

308B.115
MS 2008 [Subds 1 to 5 repealed by amendment, 2010 c 250 art 2 s 15]
308B.115 REGISTERED OFFICE AND AGENT.
Every cooperative shall have a registered office, and may have a registered agent and may change its registered office or change its registered agent, and the agent may resign or change its business address or name, in the manner prescribed by section 5.36.
History:
2003 c 105 art 1 s 5; 2010 c 250 art 2 s 15
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.121 — Annual Renewal.

308B.121 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 after the calendar year in which the cooperative incorporated. The secretary of state may send annually to each cooperative, using the information provided by the cooperative pursuant to section 5.002 or 5.34 or the articles of organization, 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.
Subd. 2.
Renewal form.
In each calendar year in which a renewal is to be filed, a cooperative must file with the secretary of state by December 31 of that calendar year a renewal containing the items required by section 5.34.
Subd. 3.
[Repealed, 2009 c 98 s 36]
Subd. 4.
Penalty; dissolution.
(a) A cooperative that has failed to file a registration under the requirements of this section must be dissolved by the secretary of state as described in paragraph (b).
(b) If the cooperative has not filed the registration 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. A cooperative dissolved in this manner is not entitled to the benefits of section 308B.971.
Subd. 5.
Reinstatement.
A cooperative may retroactively reinstate its existence by filing a single annual registration and paying a $25 fee. Filing the annual registration 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:
2003 c 105 art 1 s 6; 2004 c 251 s 6; 2004 c 254 s 37; 2007 c 148 art 2 s 52; 2009 c 101 art 2 s 77,78
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.152 — Foreign Cooperatives; Sections Applicable.

308B.152 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 8
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.201 — Organizational Purpose.

308B.201 ORGANIZATIONAL PURPOSE.
A cooperative may be formed and organized on a cooperative plan for any lawful purpose, including:
(1) to market, process, or otherwise change the form or marketability of products, including crops, livestock, and other agricultural products, the manufacturing and further processing of those products, other purposes that are necessary or convenient to facilitate the production or marketing of products by patron members and others, and other purposes that are related to the business of the cooperative;
(2) to provide products, supplies, and services to its members; and
(3) for any other purposes that cooperatives are authorized to perform by law.
History:
2003 c 105 art 1 s 9; 2004 c 228 art 1 s 51
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.205 — Organizers.

308B.205 ORGANIZERS.
Subdivision 1.
Qualification.
A cooperative may be organized by one or more organizers who shall be adult natural persons, and who may act for themselves as individuals or as the agents of other entities. The organizers forming the cooperative need not be members of the cooperative.
Subd. 2.
Role of organizers.
If the first board is not named in the articles of organization, the organizers may elect the first board or may act as directors with all of the powers, rights, duties, and liabilities of directors, until directors are elected or until a contribution is accepted, whichever occurs first.
Subd. 3.
Meeting.
After the filing of articles of organization, the organizers or the directors named in the articles of organization shall either hold an organizational meeting at the call of a majority of the organizers or of the directors named in the articles, or take written action for the purposes of transacting business and taking actions necessary or appropriate to complete the organization of the cooperative, including, without limitations, amending the articles, electing directors; adopting bylaws, adopting banking resolutions, authorizing or ratifying the purchase, lease, or other acquisition of suitable space, furniture, furnishings, supplies, and materials; adopting a fiscal year for the cooperative; contracting to receive and accept contributions; and making any appropriate tax elections. If a meeting is held, the person or persons calling the meeting shall give at least three days' notice of the meeting to each organizer or director named, stating the date, time, and place of the meeting. Organizers and directors may waive notice of an organizational meeting in the same manner that a director may waive notice of meetings of the board.
History:
2003 c 105 art 1 s 10
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.211 — Cooperative Name.

308B.211 COOPERATIVE NAME.
Subdivision 1.
Distinguished name.
The name of a cooperative shall distinguish the cooperative upon the records in the Office of the Secretary of State from the name of a domestic business entity or a foreign business entity, 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 organization, reserved or provided for by law.
Subd. 2.
Reservation.
The cooperative name shall be reserved for the cooperative during its existence.
History:
2003 c 105 art 1 s 11; 2008 c 203 s 9; 2009 c 98 s 13
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.215 — Articles Of Organization.

308B.215 ARTICLES OF ORGANIZATION.
Subdivision 1.
Requirements.
(a) The articles of the cooperative shall include:
(1) the name of the cooperative;
(2) the purpose of the cooperative;
(3) the name and address of each organizer;
(4) the period of duration for the cooperative, if the duration is not to be perpetual;
(5) the name of the registered agent, if any; and
(6) the address of the registered office.
(b) The articles may contain any other lawful provision.
(c) The articles shall be signed by the organizers.
Subd. 2.
Filing.
The original articles shall be filed with the secretary of state. The fee for filing the articles with the secretary of state is $60.
Subd. 3.
Effect of filing.
When the articles have been filed with the secretary of state and the required fee has been paid to the secretary of state, it shall be presumed that:
(1) all conditions precedent that are required to be performed by the organizers have been complied with;
(2) the organization of the cooperative has been chartered by the state as a separate legal entity; and
(3) the secretary of state shall issue a certificate of organization to the cooperative.
History:
2003 c 105 art 1 s 12; 2007 c 148 art 2 s 53; 2009 c 98 s 14; 2013 c 110 s 3
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.221 — Amendment Of Articles.

308B.221 AMENDMENT OF ARTICLES.
Subdivision 1.
Procedure.
(a) The articles of a cooperative shall be amended as follows:
(1) the board, by majority vote, shall pass a resolution stating the text of the proposed amendment. The text of the proposed amendment and an attached mail or alternative ballot, if the board has provided for a mail or alternative ballot in the resolution or alternative method approved by the board and stated in the resolution, shall be mailed or otherwise distributed with a regular or special meeting notice to each member. The notice shall designate the time and place of the meeting for the proposed amendment to be considered and voted on;
(2) if a quorum of the members is registered as being present or represented by alternative vote at the meeting, the proposed amendment is adopted:
(i) if approved by a majority of the votes cast; or
(ii) 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.
(b) After an amendment has been adopted by the members, the amendment shall be signed by the chair, vice chair, records officer, or assistant records officer and a copy of the amendment filed in the Office of the Secretary of State.
Subd. 2.
Certificate.
(a) A certificate shall 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 shall be signed by the chair, vice chair, records officer, or financial officer and filed with the records of the cooperative.
Subd. 3.
Amendment by directors.
A majority of directors may amend the articles if the cooperative does not have any members with voting rights.
Subd. 4.
Filing.
An amendment of the articles shall be filed with the secretary of state. The amendment is effective upon filing or the date specified in the resolution adopting the amendment.
History:
2003 c 105 art 1 s 13; 2008 c 203 s 10
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.231 — Curative Filing.

308B.231 CURATIVE FILING.
If the secretary of state determines that a filing has been made in error by the cooperative, the secretary of state may revoke and expunge the erroneous filing and authorize a curative document to be filed. A filing fee of $500 shall be charged for any such revocation or expungement and subsequent curative filing.
History:
2003 c 105 art 1 s 15
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.235 — Existence.

308B.235 EXISTENCE.
Subdivision 1.
Commencement upon filing.
The existence of a cooperative shall commence when the articles are filed with the secretary of state.
Subd. 2.
Duration.
A cooperative shall have a perpetual duration unless the cooperative provides for a limited period of duration in the articles.
History:
2003 c 105 art 1 s 16
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.245 — Cooperative Records.

308B.245 COOPERATIVE RECORDS.
(a) A cooperative shall keep as permanent records minutes of all meetings of its members and of the board, a record of all actions taken by the members or the board without a meeting by a written unanimous consent in lieu of a meeting, and a record of all waivers of notices of meetings of the members and of the board.
(b) A cooperative shall maintain appropriate accounting records.
(c) A cooperative shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(d) A cooperative shall keep a copy of each of the following records at its principal office:
(1) its articles and other governing instruments;
(2) its bylaws or other similar instruments;
(3) a record of the names and addresses of its members, in a form that allows preparation of an alphabetical list of members with each member's address;
(4) the minutes of members' meetings, and records of all actions taken by members without a meeting by unanimous written consent in lieu of a meeting, for the past three years;
(5) all written communications within the past three years to members as a group or to any class of members as a group;
(6) a list of the names and business addresses of its current board members and officers;
(7) a copy of its most recent periodic registration delivered to the secretary of state under section 308B.121; and
(8) all financial statements prepared for periods ending during the last fiscal year.
(e) Except as otherwise limited by this chapter, the board of a cooperative shall have discretion to determine what records are appropriate for the purposes of the cooperative, the length of time records are to be retained, and policies relating to the confidentiality, disclosure, inspection, and copying of the records of the cooperative.
History:
2003 c 105 art 1 s 18
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.305 — Emergency Powers.

308B.305 EMERGENCY POWERS.
(a) In anticipation of or during an emergency defined in paragraph (d), the board may:
(1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
(2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(b) During an emergency as contemplated in paragraph (d), unless emergency bylaws provide otherwise:
(1) notice of a meeting of the board need be given only to those directors to whom it is practicable to reach and may be given in any practicable manner, including by publication or radio; and
(2) one or more officers of the cooperative present at a meeting of the board may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(c) Cooperative action taken in good faith during an emergency under this section to further the ordinary business affairs of the cooperative:
(1) binds the cooperative; and
(2) may not be the basis for the imposition of liability on any director, officer, employee, or agent of the cooperative on the grounds that the action was not an authorized cooperative action.
(d) An emergency exists for purposes of this section if a quorum of the directors cannot readily be obtained because of a catastrophic event.
History:
2003 c 105 art 1 s 20
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.401 — Board Governs Cooperative.

308B.401 BOARD GOVERNS COOPERATIVE.
A cooperative shall be governed by its board, which shall take all action for and on behalf of the cooperative, except those actions reserved or granted to members. Board action shall be by the affirmative vote of a majority of the directors voting at a duly called meeting unless a greater majority is required by the articles or bylaws. A director individually or collectively with other directors does not have authority to act for or on behalf of the cooperative unless authorized by the board. A director may advocate interests of members or member groups to the board, but the fiduciary duty of each director is to represent the best interests of the cooperative and all members collectively.
History:
2003 c 105 art 1 s 22
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.405 — Number Of Directors.

308B.405 NUMBER OF DIRECTORS.
The board shall not have less than five directors, except that a cooperative with 50 or fewer members may have three or more directors as prescribed in the articles or bylaws.
History:
2003 c 105 art 1 s 23
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.415 — Filling Vacancies.

308B.415 FILLING VACANCIES.
Subdivision 1.
Patron directors.
If a patron member director's position becomes vacant or a new director position is created for a director that was or is to be elected by patron members, the board, in consultation with the directors elected by patron members, shall appoint a patron member of the cooperative to fill the director's position until the next regular or special members' meeting. If there are no directors elected by patron members on the board at the time of the vacancy, a special patron members' meeting shall be called to fill the patron member director vacancy.
Subd. 2.
Nonpatron directors.
If the vacating director was not elected by the patron members or a new director position is created, unless otherwise provided in the articles or bylaws, the board shall appoint a director to fill the vacant position by majority vote of the remaining or then serving directors even though less than a quorum. At the next regular or special members' meeting, the members or patron members shall elect a director to fill the unexpired term of the vacant director's position.
History:
2003 c 105 art 1 s 25
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.421 — Removal Of Directors.

308B.421 REMOVAL OF DIRECTORS.
Subdivision 1.
Modification.
The provisions of this section apply unless modified by the articles or the bylaws.
Subd. 2.
Removal of directors.
A director may be removed at any time, with or without cause, if:
(1) the director was named by the board to fill a vacancy;
(2) the members have not elected directors in the interval between the time of the appointment to fill a vacancy and the time of the removal; and
(3) a majority of the remaining directors present affirmatively vote to remove the director.
Subd. 3.
Removal by members.
Any one or all of the directors may be removed at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of membership interests entitled to vote at an election of directors; provided that if a director has been elected solely by the patron members or the holders of a class or series of membership interests as stated in the articles or bylaws, then that director may be removed only by the affirmative vote of the holders of a majority of the voting power of the patron members for a director elected by the patron members or of all membership interests of that class or series entitled to vote at an election of that director.
Subd. 4.
Election of replacements.
New directors may be elected at a meeting at which directors are removed.
History:
2003 c 105 art 1 s 26
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.431 — Quorum.

308B.431 QUORUM.
A majority, or a larger or smaller portion or number provided in the articles or bylaws, of the directors currently holding office is a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present may adjourn a meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the proportion of number otherwise required for a quorum.
History:
2003 c 105 art 1 s 28
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.435 — Act Of Board Of Directors.

308B.435 ACT OF BOARD OF DIRECTORS.
The board shall take action by the affirmative vote of the greater of (1) a majority of directors present at a duly held meeting at the time the action is taken, or (2) a majority of the minimum proportion or number of directors that would constitute a quorum for the transaction of business at the meeting, except where this chapter, the articles, or bylaws require the affirmative vote of a larger proportion or number. If the articles or bylaws require a larger proportion or number than is required by this chapter for a particular action, the articles or bylaws control.
History:
2003 c 105 art 1 s 29
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.441 — Action Without A Meeting.

308B.441 ACTION WITHOUT A MEETING.
Subdivision 1.
Method.
An action required or permitted to be taken at a board meeting may be taken by written action signed by all of the directors. If the articles or bylaws so provide, any action, other than an action requiring member approval, may be taken by written action signed by the number of directors that would be required to take the same action at a meeting of the board at which all directors were present.
Subd. 2.
Effective time.
The written action is effective when signed by the required number of directors, unless a different effective time is provided in the written action.
Subd. 3.
Notice and liability.
When written action is permitted to be taken by less than all directors, all directors must be notified immediately of its text and effective date. Failure to provide the notice does not invalidate the written action. A director who does not sign or consent to the written action has no liability for the action or actions taken by the written action.
History:
2003 c 105 art 1 s 30
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.445 — Audit Committee.

308B.445 AUDIT COMMITTEE.
The board shall establish an audit committee to review the financial information and accounting report of the cooperative. The cooperative shall have the financial information audited for presentation to the members unless the bylaws allow financial statements that are not audited and the financial statements clearly state that they are not audited and the difference between the financial statements and audited financial statements that are prepared according to generally accepted accounting procedures. The directors shall elect members to the audit committee. The audit committee shall ensure an independent review of the cooperative's finances and audit.
History:
2003 c 105 art 1 s 31
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.451 — Committees.

308B.451 COMMITTEES.
Subdivision 1.
Generally.
A resolution approved by the affirmative vote of a majority of the board may establish committees having the authority of the board in the management of the business of the cooperative only to the extent provided in the resolution. Committees may include a special litigation committee consisting of one or more independent directors or other independent persons to consider legal rights or remedies of the cooperative and whether those rights and remedies should be pursued. Committees other than special litigation committees are subject at all times to the direction and control of the board.
Subd. 2.
Membership.
Committee members must be natural persons. Unless the articles or bylaws provide for a different membership or manner of appointment, a committee consists of one or more persons, who need not be directors, appointed by affirmative vote of a majority of the directors present.
Subd. 3.
Procedure.
The procedures for meetings of the board apply to committees and members of committees to the same extent as those sections apply to the board and individual directors.
Subd. 4.
Minutes.
Minutes, if any, of committee meetings must be made available upon request to members of the committee and to any director.
Subd. 5.
Standard of conduct.
The establishment of, delegation of authority to, and action by a committee does not alone constitute compliance by a director with the standard of conduct set forth in section 308B.455.
Subd. 6.
Committee members considered directors.
Committee members are considered to be directors for purposes of sections 308B.455, 308B.461, and 308B.471.
History:
2003 c 105 art 1 s 32
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 308B — Cooperative Associations › Section 308B.455 — Standard Of Conduct.

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