reglab/statecodes huggingface dataset:
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.447 — Action By Ballot.

317A.447 ACTION BY BALLOT.
(a) Except as provided in paragraph (e) and unless prohibited or limited by the articles or bylaws, an action that may be taken at a regular or special meeting of members may be taken without a meeting if the corporation mails or otherwise delivers a ballot to every member entitled to vote on the matter. A corporation may deliver a ballot by electronic communication only if the corporation complies with section 317A.450, subdivision 5, as if the ballot were a notice. Consent by a member to receive notice by electronic communication in a certain manner constitutes consent to receive a ballot by electronic communication in the same manner.
(b) A ballot must:
(1) set forth each proposed action; and
(2) provide an opportunity to vote for or against each proposed action.
(c) Approval by ballot under this section is valid only if the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(d) Solicitations for votes by written ballot must:
(1) indicate the number of responses needed to meet the quorum requirements;
(2) state the percentage of approvals necessary to approve each matter other than election of directors; and
(3) specify the time by which a ballot must be received by the corporation in order to be counted.
(e) Except as otherwise provided in the articles or bylaws, a ballot may not be revoked.
(f) A ballot delivered to the corporation by electronic communication is valid only if authenticated as provided in section 317A.011, subdivision 3a.
History:
1989 c 304 s 73; 1992 c 503 s 11; 2004 c 199 art 14 s 35
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.451 — Quorum.

317A.451 QUORUM.
Subdivision 1.
Number required.
Unless otherwise provided by the articles or bylaws, a quorum for a meeting of members is ten percent of the members entitled to vote at the meeting.
Subd. 2.
Action.
(a) Except as provided in paragraph (b), a quorum is necessary for the transaction of business at a meeting of members. If a quorum is not present, a meeting may be adjourned from time to time for that reason.
(b) If a quorum has been present at a meeting and members have withdrawn from the meeting so that less than a quorum remains, the members still present may continue to transact business until adjournment.
History:
1989 c 304 s 75
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.453 — Proxies.

317A.453 PROXIES.
Subdivision 1.
Authorization.
If the articles or bylaws permit proxy voting, a member may cast or authorize the casting of a vote by (1) filing a nonelectronic written appointment of a proxy, signed by the member, with an officer of the corporation at or before the meeting at which the appointment is to be effective, or (2) telephonic transmission or authenticated electronic communication, whether or not accompanied by written instructions of the member, of an appointment of a proxy with the corporation or the corporation's duly authorized agent at or before the meeting at which the appointment is to be effective.
Subd. 2.
Effective period.
An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment form provided, however, that a proxy is not valid for more than three years from its date of execution.
Subd. 3.
Revocation.
An appointment of a proxy is revocable by the member. Appointment of a proxy is revoked by the person appointing the proxy by:
(1) attending a meeting and voting in person; or
(2) signing and delivering to the officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a later appointment form.
Subd. 4.
Death.
The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.
Subd. 5.
Acceptance of vote; liability.
(a) Subject to section 317A.455 and an express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.
(b) The vote of a proxy is final, binding, and not subject to challenge, but the proxy is liable to the member for damages resulting from a failure to exercise the proxy or from an exercise of the proxy in violation of the authority granted in the appointment.
Subd. 6.
Multiple proxies.
Unless the appointment specifically provides otherwise, if two or more persons are appointed as proxies for a member:
(1) any one of them may vote on each item of business in accordance with specific instructions contained in the appointment; or
(2) if no specific instructions are contained in the appointment with respect to voting on a particular item of business, a majority of the proxies have the authority conferred by the instrument. If the proxies are equally divided, they share the vote equally.
History:
1989 c 304 s 76; 1990 c 488 s 30; 2002 c 311 art 3 s 12
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.455 — Corporation's Acceptance Of Member Act.

317A.455 CORPORATION'S ACCEPTANCE OF MEMBER ACT.
Subdivision 1.
Name of member.
If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the record name of a member, the corporation if acting in good faith may accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member.
Subd. 2.
Name other than member.
Unless the articles or bylaws provide otherwise, if the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith may accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if:
(1) the member is an entity and the name signed purports to be that of an officer or agent of the entity;
(2) the name signed purports to be that of an administrator, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
(3) the name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
(4) the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the member and if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment; or
(5) two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all the coholders.
Subd. 3.
Rejection of vote.
The corporation may reject a vote, consent, waiver, or proxy appointment if the officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member.
Subd. 4.
Liability.
The corporation or its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section is not liable in damages to the member for the consequences of the acceptance or rejection.
Subd. 5.
Validity of corporate action.
Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
History:
1989 c 304 s 77; 1990 c 488 s 31
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.457 — Voting Agreements.

317A.457 VOTING AGREEMENTS.
(a) To the extent permitted in the articles or bylaws, two or more members may provide for how they will vote by signing an agreement for that purpose. An agreement may be valid for a period of up to ten years. The agreement must have a reasonable purpose consistent with the corporation's purposes.
(b) A voting agreement created under this section is specifically enforceable.
(c) A voting agreement is not effective until it is filed with the corporation.
History:
1989 c 304 s 78
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.461 — Books And Records; Financial Statement.

317A.461 BOOKS AND RECORDS; FINANCIAL STATEMENT.
Subdivision 1.
Articles and bylaws; minutes.
A corporation shall keep at its registered office correct and complete copies of its articles and bylaws, accounting records, voting agreements, and minutes of meetings of members, board of directors, and committees having any of the authority of the board of directors for the last six years.
Subd. 2.
Inspection.
A member or a director, or the agent or attorney of a member or a director, may inspect all documents referred to in subdivision 1 or 3 for any proper purpose at any reasonable time. A proper purpose is one reasonably related to the person's interest as a member or director of the corporation.
Subd. 3.
Financial statement.
Upon request, a corporation shall give the member or the director a statement showing the financial result of all operations and transactions affecting income and surplus during its last annual accounting period and a balance sheet containing a summary of its assets and liabilities as of the closing date of the accounting period.
Subd. 4.
Other use prohibited.
A member or director who has gained access under this section to any corporate record may not use or furnish to another for use the corporate record or a portion of the contents for any purpose other than a proper purpose. Upon application of the corporation, a court may issue a protective order or order other relief as may be necessary to enforce the provisions of this subdivision.
Subd. 5.
Cost of copies.
The corporation may charge the requesting party a reasonable fee to cover the expenses of providing copies of documents under this section.
Subd. 6.
Computerized records.
The records maintained by a corporation may use any information storage technique, even though the technique makes them illegible visually, if the records can be converted accurately and within a reasonable time into a form that is legible visually and whose contents are assembled by related subject matter to permit convenient use by people in the normal course of business. A corporation shall convert any of the records referred to in subdivision 1 or 3 upon the request of a person entitled to inspect them, and the expense of the conversion must be borne by the person who bears the expense of copying under subdivision 5. A copy of the conversion is admissible in evidence, and must be accepted for all other purposes, to the same extent as the existing or original records would be if they were legible visually.
Subd. 7.
Remedies.
A member or a director who is wrongfully denied access to or copies of documents under this section may bring an action for injunctive relief, damages, and costs and reasonable attorney fees.
History:
1989 c 304 s 79; 1992 c 503 s 12
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.467 — Equitable Remedies.

317A.467 EQUITABLE REMEDIES.
If a corporation or an officer or director of the corporation violates this chapter, a court in this state, in an action brought by at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, or by the attorney general, may grant equitable relief it considers just and reasonable in the circumstances and award expenses, including attorney fees and disbursements, to the members.
History:
1989 c 304 s 80
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.501 — Loans; Guarantees; Suretyship.

317A.501 LOANS; GUARANTEES; SURETYSHIP.
Subdivision 1.
Prerequisites.
A corporation may lend money to, guarantee or pledge its assets as security for an obligation of, become a surety for, or otherwise financially assist a person, if the transaction, or a class of transactions to which the transaction belongs, is approved by the board and:
(1) is in the usual and regular course of activities of the corporation;
(2) is with, or for the benefit of, a related organization, an organization in which the corporation has a financial interest, a person with whom the corporation has a relationship in the course of its activities, or an organization to which the corporation has the power to make donations;
(3) is with, or for the benefit of, an officer, director, or employee of the corporation or a related organization, and is authorized under subdivision 2; or
(4) subject to subdivision 2, has been approved by two-thirds of the members with voting rights or, if there are no members with voting rights, by two-thirds of the board.
Subd. 2.
Limitation on loans and guarantees for officers, directors, and employees.
A corporation may not lend money to or guarantee the obligation of a director, officer, or employee of the corporation or a related organization, or of the spouse, parents, children and spouses of children, brothers and sisters or spouses of brothers and sisters of the director, officer, or employee, unless the loan or guarantee may reasonably be expected, in the judgment of the board, to benefit the corporation. If a loan or guarantee is made in violation of this subdivision, the borrower's liability on the loan is not affected. The officers and directors who make a loan in violation of this subdivision or assent to it are jointly and severally liable for its repayment. This subdivision does not prohibit an advance of money for expenses authorized by section 317A.505.
Subd. 3.
Interest; security.
A loan, guaranty, surety contract, or other financial assistance under subdivision 1 or 2 may be with or without interest and may be unsecured or secured.
Subd. 4.
Banking authority not granted.
This section does not grant authority to act as a bank or to carry on the business of banking.
History:
1989 c 304 s 81
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.505 — Advances.

317A.505 ADVANCES.
A corporation may, without a vote of the directors, advance money to its directors, officers, employees, or agents to cover expenses that can reasonably be anticipated to be incurred by them in the performance of their duties and for which they would be entitled to reimbursement in the absence of an advance.
History:
1989 c 304 s 82
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.601 — Merger, Consolidation, Or Transfer.

317A.601 MERGER, CONSOLIDATION, OR TRANSFER.
Subdivision 1.
Merger or consolidation.
Two or more corporations may merge or consolidate, resulting in a single corporation subject to this chapter. A merger or consolidation must be made as provided in sections 317A.611 to 317A.651.
Subd. 2.
Transfer.
A corporation may sell, lease, transfer, or dispose of all or substantially all of its property and assets under section 317A.661.
Subd. 3.
Notice to attorney general.
If applicable, a corporation shall comply with section 317A.811 before it may merge or consolidate or transfer all or substantially all of its assets.
History:
1989 c 304 s 84
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.611 — Plan Of Merger Or Consolidation.

317A.611 PLAN OF MERGER OR CONSOLIDATION.
A plan of merger or consolidation must contain:
(1) the names of the corporations proposing to merge or consolidate;
(2) the name of the surviving or new corporation;
(3) the terms and conditions of the proposed merger or consolidation;
(4) in the case of a merger, the manner and basis of converting the memberships of the constituent corporations into memberships of the surviving corporation or of any other corporation;
(5) in the case of a merger, a statement of amendments to the articles of the surviving corporation proposed as part of the merger;
(6) in the case of a consolidation, the provisions required by section 317A.111 to be set out in the articles of the new corporation; and
(7) other provisions with respect to the proposed merger or consolidation that are considered necessary or desirable.
History:
1989 c 304 s 85
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.613 — Plan Approval.

317A.613 PLAN APPROVAL.
Subdivision 1.
Approval by each constituent corporation.
A plan of merger or consolidation must be approved and adopted by each constituent corporation as provided in this section.
Subd. 2.
Approval by board and members with voting rights.
When a constituent corporation has members with voting rights, the board of directors of the corporation shall adopt a resolution by the affirmative vote of a majority of all directors approving a proposed plan of merger or consolidation and directing that the plan be submitted to a vote at a meeting of the members with voting rights. Notice of the meeting must be given to each member with voting rights, accompanied by a copy or summary of the proposed plan. Unless the articles or bylaws require a greater vote, the plan of merger or consolidation is adopted upon receiving the affirmative vote of a majority of the members with voting rights voting on the action.
Subd. 3.
Approval by board.
When a constituent corporation does not have members with voting rights, and unless the articles or bylaws require a greater vote, a plan of merger or consolidation is adopted at a meeting of the board of directors of the corporation upon receiving the affirmative votes of a majority of all directors. Notice of the meeting must be given accompanied by a copy of the proposed plan of merger or consolidation.
History:
1989 c 304 s 86; 2010 c 250 art 1 s 36
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.615 — Articles Of Merger Or Consolidation; Certificate.

317A.615 ARTICLES OF MERGER OR CONSOLIDATION; CERTIFICATE.
Subdivision 1.
Contents of articles.
Upon receiving the approval required by section 317A.613 and after compliance with section 317A.811, if applicable, articles of merger or consolidation must be prepared that contain:
(1) the plan of merger or consolidation;
(2) a statement that the plan has been approved by each corporation under this chapter; and
(3) a statement that the notice to the attorney general required by section 317A.811 has been given and the waiting period has expired or has been waived by the attorney general or a statement that section 317A.811 is not applicable.
Subd. 2.
Articles signed, filed.
The articles of merger or consolidation must be signed on behalf of each constituent corporation and filed with the secretary of state.
Subd. 3.
Certificate.
The secretary of state shall issue a certificate of merger to the surviving corporation or a certificate of consolidation and incorporation to the new corporation.
History:
1989 c 304 s 87; 1990 c 488 s 32
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.631 — Abandonment.

317A.631 ABANDONMENT.
Subdivision 1.
By members or board of each corporation; under terms of plan.
After a plan of merger or consolidation has been approved by each constituent corporation under section 317A.613 and before the effective date of the plan, it may be abandoned:
(1) if each constituent corporation has approved the abandonment at a meeting by a majority of the members with voting rights voting on the issue, or if the corporation does not have members with voting rights, by a majority of all directors; or
(2) if the plan itself provides for abandonment and the conditions for abandonment in the plan are met.
Subd. 2.
By board of one corporation.
A plan of merger or consolidation may be abandoned after it has been approved by each constituent corporation and before the effective date of the plan, by a resolution approved by a majority of all directors of the constituent corporation abandoning the plan of merger or consolidation, subject to the contract rights of any other person under the plan.
Subd. 3.
Filing of articles.
If articles of merger or consolidation have been filed with the secretary of state, but have not yet become effective, the constituent corporations, in the case of abandonment under subdivision 1, clause (1), the constituent corporations or any one of them, in the case of abandonment under subdivision 1, clause (2), or the abandoning corporation in the case of abandonment under subdivision 2, shall file with the secretary of state articles of abandonment that contain:
(1) the names of the constituent corporations;
(2) the provision of this section under which the plan is abandoned; and
(3) if the plan is abandoned under subdivision 2, the text of the resolution approved by the directors abandoning the plan.
History:
1989 c 304 s 88; 2017 c 17 s 19
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.643 — Continuance Of Corporate Authority.

317A.643 CONTINUANCE OF CORPORATE AUTHORITY.
When an act or instrument is considered necessary or appropriate to evidence the vesting of property or other rights in the single corporation, the persons with authority to do so under the articles or bylaws of each constituent corporation shall do the act or execute and deliver the instrument and for this purpose, the existence of the constituent corporations and the authority of those persons is continued.
History:
1989 c 304 s 90
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.651 — Merger Or Consolidation With Foreign Corporation.

317A.651 MERGER OR CONSOLIDATION WITH FOREIGN CORPORATION.
Subdivision 1.
When permitted.
A corporation may merge or consolidate with a foreign corporation by following the procedures set forth in this section, if the merger or consolidation is permitted by the laws of the state under which the foreign corporation is incorporated.
Subd. 2.
Laws applicable before transaction.
Each corporation shall comply with sections 317A.601 to 317A.643 with respect to the merger or consolidation of corporations and each foreign corporation shall comply with the laws under which it was incorporated or by which it is governed.
Subd. 3.
Surviving corporation.
If the single corporation will be incorporated under this chapter, it shall comply with this chapter.
Subd. 4.
Foreign surviving corporation.
If the single corporation will be a foreign corporation and will transact business in this state, it shall comply with the provisions of chapter 303 with respect to foreign corporations. In every case the single corporation shall file with the secretary of state:
(1) an agreement that it may be served with process in this state in a proceeding for the enforcement of an obligation of a constituent corporation; and
(2) an irrevocable appointment of the secretary of state as its agent to accept service of process in any proceeding and an address to which process may be forwarded.
History:
1989 c 304 s 91
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.671 — Certain Assets Not To Be Diverted.

317A.671 CERTAIN ASSETS NOT TO BE DIVERTED.
Except as provided in section 501B.31, when a corporation:
(1) converts;
(2) dissolves;
(3) merges;
(4) substantially changes the use or purposes for which it will use its assets;
(5) consolidates;
(6) transfers its assets; or
(7) grants a mortgage or other security interest in its assets,
assets of the corporation or a constituent corporation or converting corporation, and assets subsequently received by a single or converted corporation after a merger or consolidation, or held by a converted organization after a conversion may not be diverted from the uses and purposes for which the assets have been received and held, or from the uses and purposes expressed or intended by the original donor.
History:
1989 c 304 s 93; 1989 c 340 art 2 s 9; 1997 c 222 s 43; 2017 c 17 s 10
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.681 — Conversion.

317A.681 CONVERSION.
Subdivision 1.
Definitions.
(a) For the purposes of sections 317A.671 to 317A.689, the terms in this section have the meanings given.
(b) "Organizational document" means:
(1) for a domestic or foreign limited liability company, its articles or certificate of organization;
(2) for a trust, its agreement of trust or declaration of trust;
(3) for a domestic or foreign corporation, its articles or certificate of incorporation; and
(4) for any other organization, the basic record that creates the organization.
(c) "Converted organization" means the organization into which a converting organization converts pursuant to sections 317A.681 to 317A.689.
(d) "Converting organization" means an organization that converts into another organization pursuant to sections 317A.681 to 317A.689.
(e) "Converting corporation" means a corporation governed under this chapter.
Subd. 2.
Conversion requirements.
An organization other than a corporation may convert to a corporation, and a corporation may convert to another organization, pursuant to this section, sections 317A.683 to 317A.689, and a plan of conversion if:
(1) the converting organization's governing statute authorizes the conversion;
(2) the conversion is not prohibited by another law of this state or the law of the jurisdiction that enacted the converting organization's governing statute;
(3) the converting organization complies with its governing statute in effecting the conversion;
(4) the converting organization and the converted organization's governing statute prohibits the organization from:
(i) being formed for a purpose involving pecuniary gain to its members, other than to members that are nonprofit organizations or subdivisions, units, or agencies of the United States or a state or local government; and
(ii) paying dividends or other pecuniary remuneration, directly or indirectly, to its members, other than to members that are nonprofit organizations or subdivisions, units, or agencies of the United States or a state or local government; and
(5) the attorney general has been notified, to the extent applicable under section 317A.811, and any applicable waiting periods under that section have expired.
Subd. 3.
Contents of plan of conversion.
A plan of conversion must include:
(1) the name and form of the converting organization and the jurisdiction of the converting organization's governing statute before conversion;
(2) the name and form of the converted organization and the jurisdiction of the converted organization's governing statute after conversion;
(3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into interests in the converted organization; and
(4) the organizational documents of the converted organization as they are to be in effect upon completion of the conversion.
History:
2017 c 17 s 11
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.683 — Action On Plan Of Conversion By Converting Corporation.

317A.683 ACTION ON PLAN OF CONVERSION BY CONVERTING CORPORATION.
Subdivision 1.
Approval.
A plan of conversion must be approved and adopted by a converting corporation as provided in this section.
Subd. 2.
Approval by board and members with voting rights.
When a corporation has members with voting rights, the board of directors of the corporation shall adopt a resolution by the affirmative vote of a majority of all directors approving a proposed plan of conversion and directing that the plan be submitted to a vote at a meeting of the members with voting rights. Notice of the meeting must be given to each member with voting rights, accompanied by a copy or summary of the proposed plan. Unless the articles or bylaws require a greater vote, the plan of conversion is adopted upon receiving the affirmative vote of a majority of the members with voting rights voting on the action.
Subd. 3.
Approval by board.
When a corporation does not have members with voting rights, and unless the articles or bylaws require a greater vote, a plan of conversion is adopted at a meeting of the board of directors of the corporation upon receiving the affirmative votes of a majority of all directors. Notice of the meeting must be given, accompanied by a copy of the proposed plan of conversion.
History:
2017 c 17 s 12
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.687 — Abandonment.

317A.687 ABANDONMENT.
Subject to any contractual rights, after a conversion is approved, and at any time before articles of conversion are delivered to the secretary of state for filing under section 317A.685, a converting corporation may amend the plan or abandon the conversion:
(1) as provided in the plan; or
(2) except as otherwise prohibited in the plan, by the same consent as was required to approve the plan.
History:
2017 c 17 s 14
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.701 — Methods Of Dissolution.

317A.701 METHODS OF DISSOLUTION.
(a) Subject to section 317A.811, a corporation may be dissolved:
(1) by the incorporators under section 317A.711;
(2) by the board and members with voting rights under sections 317A.721 to 317A.733; or
(3) by order of a court under sections 317A.741 to 317A.765.
(b) A corporation also may be dissolved by the secretary of state under section 317A.827.
History:
1989 c 304 s 94
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.711 — Voluntary Dissolution By Incorporators.

317A.711 VOLUNTARY DISSOLUTION BY INCORPORATORS.
Subdivision 1.
Manner.
If the first board of directors has not been named in the articles, designated or appointed pursuant to the articles, or elected under section 317A.171, a corporation may be dissolved by the incorporators as provided in this section.
Subd. 2.
Articles of dissolution.
(a) A majority of the incorporators shall sign articles of dissolution containing:
(1) the name of the corporation;
(2) the date of incorporation;
(3) a statement that the first board of directors has not been named in the articles, designated or appointed pursuant to the articles, or elected at an organizational meeting;
(4) a statement that no debts remain unpaid; and
(5) a statement that notice to the attorney general required by section 317A.811 has been given and the waiting period has expired or has been waived by the attorney general or a statement that section 317A.811 is not applicable.
(b) The articles of dissolution must be filed with the secretary of state.
Subd. 3.
Effective date.
When the articles of dissolution have been filed with the secretary of state, the corporation is dissolved.
Subd. 4.
Certificate.
The secretary of state shall issue to the dissolved corporation a certificate of dissolution that contains:
(1) the name of the corporation;
(2) the date the articles of dissolution were filed with the secretary of state; and
(3) a statement that the corporation is dissolved.
History:
1989 c 304 s 95; 1990 c 488 s 33; 2011 c 106 s 13
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.721 — Voluntary Dissolution By Board And Members With Voting Rights.

317A.721 VOLUNTARY DISSOLUTION BY BOARD AND MEMBERS WITH VOTING RIGHTS.
Subdivision 1.
Approval required.
A corporation may be dissolved by the board and members with voting rights as provided in this section.
Subd. 2.
Approval by board; plan of dissolution.
The board shall adopt a resolution proposing dissolution of the corporation by the affirmative vote of a majority of all directors. The resolution must include a plan of dissolution that states to whom the assets owned or held by the corporation will be distributed after creditors are paid. The plan must comply with the requirements of section 317A.735. If the board will have discretion in distributing assets, the plan must state that the assets will be distributed to persons the board subsequently identifies. If there are members with voting rights, the resolution and plan of dissolution must be submitted to the members under subdivision 3.
Subd. 3.
Approval by members with voting rights.
(a) Written notice must be given to each member with voting rights, within the time and in the manner provided in section 317A.435 for notice of meetings of members and, whether the meeting is a regular or a special meeting, must state that a purpose of the meeting is to consider dissolving the corporation.
(b) The proposed dissolution must be submitted for approval at a meeting of members. If the proposed dissolution is approved by the members with voting rights, the dissolution must be started.
History:
1989 c 304 s 96; 2010 c 250 art 1 s 38,39
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.723 — Filing Notice Of Intent To Dissolve; Effect.

317A.723 FILING NOTICE OF INTENT TO DISSOLVE; EFFECT.
Subdivision 1.
Contents.
If dissolution of the corporation is approved under section 317A.721, the corporation shall file with the secretary of state a notice of intent to dissolve. The notice must contain:
(1) the name of the corporation;
(2) the date and place of the meeting at which the resolution was approved by the board under section 317A.721, subdivision 2, and by the members under section 317A.721, subdivision 3, if applicable; and
(3) a statement that the requisite approval of the directors and members was received.
If applicable, the corporation also shall notify the attorney general under section 317A.811.
Subd. 2.
Winding up.
When the notice of intent to dissolve has been filed with the secretary of state and subject to section 317A.731, the corporation may not carry on its activities, except to the extent necessary for the winding up of the corporation. The board and members with voting rights have the right to revoke the dissolution proceedings under section 317A.731 and the members with voting rights have the right to remove directors or fill vacancies on the board. The corporate existence continues to the extent necessary to wind up the affairs of the corporation until the dissolution proceedings are revoked or articles of dissolution are filed with the secretary of state.
Subd. 3.
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 corporation or a remedy against it or its directors, officers, or members in those capacities, except as provided in section 317A.781.
History:
1989 c 304 s 97
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.725 — Procedure In Dissolution.

317A.725 PROCEDURE IN DISSOLUTION.
Subdivision 1.
Collection; payment.
When a 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 debts due or owing to the corporation; and
(2) to pay or make provision for the payment of debts, obligations, and liabilities of the corporation according to their priorities.
Subd. 2.
Transfer of assets.
Notwithstanding section 317A.661, when a notice of intent to dissolve has been filed with the secretary of state, the directors may sell, lease, transfer, or otherwise dispose of all or substantially all of the property and assets of a dissolving corporation without a vote of the members, subject to sections 317A.671 and 317A.811.
Subd. 3.
Distribution of assets.
Tangible or intangible property, including money, remaining after the discharge of the debts, obligations, and liabilities of the corporation must be distributed under section 317A.735.
History:
1989 c 304 s 98
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.727 — Notice To Creditors And Claimants.

317A.727 NOTICE TO CREDITORS AND CLAIMANTS.
Subdivision 1.
When permitted; how given.
When a notice of intent to dissolve has been filed with the secretary of state and the attorney general, if applicable, the corporation may give notice of the filing to each creditor of and claimant against the corporation known or unknown, present or future, and contingent or noncontingent. If notice to creditors and claimants is given, it must be given by publishing the notice once each week for four successive weeks in a legal newspaper in the county where the registered office of the corporation is located and by giving written notice to known creditors and claimants under section 317A.011, subdivision 14.
Subd. 2.
Contents.
The notice to creditors and claimants must contain:
(1) a statement that the corporation is in the process of dissolving;
(2) a statement that the corporation has filed a notice of intent to dissolve with the secretary of state;
(3) the date of filing the notice of intent to dissolve;
(4) the address of the office to which written claims against the corporation must be presented; and
(5) the date by which the claims must be received, which is the later of 90 days after published notice or, with respect to a particular known creditor or claimant, 90 days after the date on which written notice is given to that creditor or claimant. Published notice is considered given on the date of first publication for determining this date.
History:
1989 c 304 s 99
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.729 — Claims In Dissolution.

317A.729 CLAIMS IN DISSOLUTION.
If the corporation gives notice to creditors and claimants under section 317A.727:
(1) the corporation has 30 days from the receipt of each claim filed according to the procedures set forth by the corporation on or before the date set forth in the notice to accept or reject the claim by giving written notice to the person submitting it, a claim not expressly rejected in this manner is considered accepted; and
(2) a creditor or claimant to whom notice is given and whose claim is rejected by the corporation has 60 days from the date of rejection, or 180 days from the date the corporation filed the notice of intent to dissolve with the secretary of state, or 90 days after the date on which notice was given to the creditor or claimant, whichever is longer, to pursue other remedies with respect to the claim.
History:
1989 c 304 s 100
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.730 — Statute Of Limitations.

317A.730 STATUTE OF LIMITATIONS.
Subdivision 1.
Corporations that give notice.
If the corporation gives notice to creditors and claimants under section 317A.727:
(1) the claim of a creditor or claimant to whom notice is given who fails to file a claim according to the procedures set forth by the corporation on or before the date set forth in the notice is subject to section 317A.781; and
(2) the claim of a creditor or claimant that is rejected by the corporation under section 317A.729 is subject to section 317A.781 if the creditor or claimant does not begin legal, administrative, or arbitration proceedings with respect to the claim during the period set forth in section 317A.729, clause (2).
Subd. 2.
Other corporations.
If the corporation does not give notice to creditors and claimants under section 317A.727, the claim of a creditor or claimant who does not begin legal, administrative, or arbitration proceedings concerning the claim within two years after the date of filing the notice of intent to dissolve is subject to section 317A.781.
History:
1989 c 304 s 101
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.731 — Revocation Of Dissolution Proceedings.

317A.731 REVOCATION OF DISSOLUTION PROCEEDINGS.
Subdivision 1.
Generally.
Dissolution proceedings begun under section 317A.721 may be revoked before the articles of dissolution are filed as provided in this section.
Subd. 2.
Revocation by board.
The board may adopt a resolution revoking the proposed dissolution by the affirmative vote of a majority of all directors. If there are members with voting rights, the resolution must be submitted to the members under subdivision 3.
Subd. 3.
Approval by members with voting rights.
Written notice must be given to the members with voting rights within the time and in the manner provided in section 317A.435 for notice of meetings of members and must state that a purpose of the meeting is to consider the advisability of revoking the dissolution proceedings. The proposed revocation must be submitted to the members at the meeting. If the proposed revocation is approved by the members with voting rights, the dissolution proceedings are revoked.
Subd. 4.
Effective date; effect.
Revocation of dissolution proceedings is effective when a notice of revocation is filed with the secretary of state. After the notice is filed, the corporation may resume business. If notice to the attorney general has been given under section 317A.811, the notice of revocation also must be given to the attorney general on or before the time that it is filed with the secretary of state.
History:
1989 c 304 s 102
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.733 — Articles Of Dissolution; Certificate Of Dissolution; Effect.

317A.733 ARTICLES OF DISSOLUTION; CERTIFICATE OF DISSOLUTION; EFFECT.
Subdivision 1.
Articles; when filed.
Articles of dissolution for a corporation dissolving under section 317A.721 must be filed with the secretary of state after compliance with section 317A.811, if applicable, and:
(1) the payment of claims of known creditors and claimants has been made or provided for;
(2) if the corporation has given notice to creditors and claimants in the manner provided in section 317A.727: (i) the 90-day period in section 317A.727, subdivision 2, clause (5), has expired and the payment of claims of the creditors and claimants filing a claim within that period has been made or provided for; or (ii) the longer of the periods described in section 317A.729, clause (2), has expired; or, in all other cases;
(3) the two-year period described in section 317A.730 has expired.
Subd. 2.
Contents of articles.
The articles of dissolution must state:
(a)(1) whether notice has been given to the creditors and claimants of the corporation in the manner provided in section 317A.727 and, if notice has been given, the last date on which the notice was given and: (i) that the payment of the creditors and claimants filing a claim within the 90-day period set forth in section 317A.727, subdivision 2, clause (5), has been made or provided for; or (ii) the date on which the longer of the periods described in section 317A.729, clause (2), expired; or
(2) if notice was not given and articles of dissolution are being filed under subdivision 1, clause (1), that the debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provisions have been made for them;
(b) that the remaining assets of the corporation have been distributed under section 317A.735 or that adequate provision has been made for the distribution;
(c) that there are no pending legal, administrative, or arbitration proceedings by or against the corporation, or that adequate provision has been made for the satisfaction of a judgment, order, or decree that may be entered against it in a pending proceeding; and
(d) if applicable, that notice to the attorney general required by section 317A.811 has been given and the waiting period has expired or has been waived by the attorney general.
Subd. 3.
Effective date.
When the articles of dissolution have been filed with the secretary of state, or on a later date or a later time each within 30 days after filing if the articles of dissolution so provide, the corporation is dissolved.
Subd. 4.
Certificate.
The secretary of state shall issue to the dissolved corporation a certificate of dissolution that contains:
(1) the name of the corporation;
(2) the date the dissolution was filed with the secretary of state; and
(3) a statement that the corporation is dissolved at the effective date and time of the dissolution.
History:
1989 c 304 s 103; 1995 c 186 s 65,66; 2002 c 311 art 3 s 13,14; 2011 c 106 s 14
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.735 — Distribution Of Assets.

317A.735 DISTRIBUTION OF ASSETS.
Subdivision 1.
General.
In performing their duties under section 317A.725, the board, or the officers acting under the direction of the board, shall distribute the assets of the corporation in the following order of priority:
(1) distribution of assets received and held for a special use or purpose under subdivision 2;
(2) payment of costs and expenses of the dissolution proceedings, including attorney fees and disbursements;
(3) payment of debts, obligations, and liabilities of the corporation;
(4) distribution of assets pursuant to articles or bylaws of the dissolving corporation or the rules or canons of another organization under subdivision 3; and
(5) distribution of remaining assets under subdivision 4.
Subd. 2.
Special use or purpose.
Assets of the corporation may not be diverted from the uses and purposes for which the assets have been received and held, or from the uses and purposes expressed or intended by the original donor.
Subd. 3.
Articles, bylaws, or another organization.
Where the articles or bylaws of the dissolving corporation, or the rules or canons of another organization by which the dissolving corporation is bound, provide for a particular distribution of the assets of the dissolving corporation, the assets must be distributed accordingly.
Subd. 4.
Remainder.
The distribution of assets held for or devoted to a charitable or public use or purpose is subject to section 501B.31.
History:
1989 c 304 s 104; 1989 c 340 art 2 s 10; 1990 c 488 s 34,35