Minnesota Statutes 2005, Chapter 308A.

Copyright 2005 by the Office of Revisor of Statutes, State of Minnesota.

==308A.001
308A.001 Citation.

This chapter may be cited as the "Minnesota Cooperative
Law."

HIST: 1989 c 144 art 1 s 1

==308A.005
308A.005 Definitions.

Subdivision 1. Applicability. The definitions in
this section apply to this chapter.

Subd. 1a. Address. "Address" means mailing address,
including a zip code. In the case of a registered address, the
term means the mailing address and the actual office location,
which may not be a post office box.

Subd. 2. Articles. "Articles" means the articles of
incorporation of a cooperative as originally filed and amended.

Subd. 3. Association. "Association" means an
organization conducting business on a cooperative plan that is
incorporated under other laws of this state or another state.

Subd. 4. Board. "Board" means the board of directors
of a cooperative.

Subd. 5. Cooperative. "Cooperative" means an
association conducting business on a cooperative plan that is
organized under this chapter or is subject to this chapter.

Subd. 6. Corporation. "Corporation" means a company,
limited liability company, whether domestic or foreign,
association, or body vested with a corporate power or function.

Subd. 7. Domestic corporation. "Domestic corporation"
means a corporation organized under the laws of this state.

Subd. 7a. Filed with the secretary of state. "Filed
with the secretary of state" means that a document meeting the
applicable requirements of this chapter, signed and accompanied
by the required filing fee, has been delivered to the secretary
of state of this state. The secretary of state shall endorse on
the document the word "Filed" and the month, day, and year of
filing, record the document in the Office of the Secretary of
State, and return a document to the person who delivered it for
filing.

Subd. 8. Foreign corporation. "Foreign corporation"
means a corporation that is not a domestic corporation.

Subd. 8a. Health care cooperative. "Health care
cooperative" has the meaning given in section 62R.04,
subdivision 2.

Subd. 9. Member. "Member" means a member or a
stockholder of a cooperative who is entitled to vote.

Subd. 10. Members' meeting. "Members' meeting" means
a regular or special members' meeting.

Subd. 10a. Signed. (a) "Signed" means that the
signature of a person has been written on a document, as
provided in section 645.44, subdivision 14, and, with respect to
a document required by this chapter to be filed with the
secretary of state, means that the document has been signed by a
person authorized to do so by this chapter, the articles or
bylaws, or by a resolution approved by the directors or the
members.

(b) A signature on a document may be a facsimile affixed,
engraved, printed, placed, stamped with indelible ink,
transmitted by facsimile or electronically, or in any other
manner reproduced on the document.

Subd. 11. Stockholder. "Stockholder" means the
holder of a share of common stock of a cooperative.

HIST: 1989 c 144 art 1 s 2; 1992 c 517 art 1 s 17; 1994 c 625
art 11 s 9; 1997 c 10 art 4 s 1,2; 1997 c 137 s 9

==308A.011
308A.011 Use of term cooperative restricted.

Subdivision 1. Only business subject to this chapter
may use term cooperative. (a) A corporation or association
organized in this state may not use the term "cooperative" as
part of its corporate or business name or title, or to represent
itself as a cooperative, unless the corporation or association
has complied with and is subject to this chapter or has
incorporated under other laws of this state authorizing
incorporation of business on a cooperative plan.

(b) A cooperative formed pursuant to chapter 515B is
subject to this chapter, except that in the event of a conflict
between chapter 515B and this chapter, chapter 515B is
controlling.

Subd. 2. Penalty for misuse of term cooperative. A
corporation or association is guilty of a misdemeanor that
violates subdivision 1.

HIST: 1989 c 144 art 1 s 3; 1993 c 222 art 5 s 1

==308A.015
308A.015 Reservation of right.

The state reserves the right to amend or repeal the
provisions of this chapter by law. A cooperative incorporated
or governed by this chapter is subject to this reserved right.

HIST: 1989 c 144 art 3 s 1

==308A.021
308A.021 Filing fee.

Unless otherwise provided, the filing fee for documents
filed with the secretary of state is $35.

HIST: 1989 c 144 art 1 s 4; 1989 c 335 art 1 s 201

==308A.025
308A.025 Registered office.

Subdivision 1. Registered office. A cooperative must
continuously maintain a registered office in this state. A
registered office need not be the same as the principal place of
business of the cooperative.

Subd. 2. Registered agent. A cooperative may
designate a registered agent. The registered agent may be a
natural person residing in this state, a domestic corporation,
or a foreign corporation authorized to transact business in this
state. The registered agent must maintain an office that is
identical with the registered office.

Subd. 3. Designation or change of registered office or
registered agent. A cooperative may designate or change its
registered office, designate or change its registered agent, or
state a change in the name of its registered agent, by filing a
statement with the secretary of state containing:

(1) the name of the cooperative;

(2) the new address of the cooperative's registered office;

(3) the name of the cooperative's registered agent, if any;

(4) a statement that the address of its registered office
and the address of the office of its registered agent, as
changed, will be identical; and

(5) a statement that the change of registered office or
registered agent was authorized by a resolution approved by the
affirmative vote of a majority of the board.

Subd. 4. Resignation of agent. A registered agent of
a cooperative may resign by filing with the secretary of state a
signed written notice of resignation, including a statement that
a signed copy of the notice has been given to the cooperative at
its principal place of business or to a legal representative of
the cooperative. The appointment of the agent terminates 30
days after the notice is filed with the secretary of state.

Subd. 5. Change of address or name of agent. If the
address or name of a registered agent changes, the agent must
change the address of the registered office or the name of the
registered agent of the cooperative represented by the agent by
filing with the secretary of state the statement required in
subdivision 3, except that the statement need only be signed by
the registered agent, need not be responsive to subdivision 3,
clause (5), but must state that a copy of the statement has been
mailed to the cooperative or to the legal representative of the
cooperative.

HIST: 1989 c 144 art 3 s 2

==308A.031
308A.031 Repealed, 2000 c 379 s 3

==308A.101
308A.101 Organizational purpose.

Subdivision 1. General purpose. A cooperative may be
formed and incorporated on a cooperative plan for the purpose of
conducting an agricultural, dairy, marketing, transportation,
warehousing, commission, contracting, building, mining,
telephone, manufacturing, mechanical, mercantile, electrical,
heat, light, or power business, or for any combination of these
purposes or for any other lawful purpose.

Subd. 2. Electric cooperative purpose. An electric
cooperative may only be formed by cooperatives engaged in the
generation, transmission, and distribution of electric energy
for the purpose of financing, or refinancing, the construction,
improvement, expansion, acquisition, and operation of electric
generating plants and electric transmission and distribution
lines, systems, facilities and equipment and related facilities
of its members.

Subd. 3. Water quality cooperative purpose. A water
quality cooperative may only be formed by a cooperative engaged
in furnishing potable water or water quality treatment and
management services, as defined in section 115.58, subdivision
1, paragraph (e), for the purpose of financing or refinancing
the construction, improvement, expansion, acquisition,
operation, and maintenance of treatment works, sewage systems,
storm sewer facilities, water pipelines, and related facilities
of its members.

HIST: 1989 c 144 art 1 s 6; 1997 c 216 s 128

==308A.105
308A.105 Incorporators.

A cooperative may be organized by one or more
incorporators, who may act for themselves as individuals or as
the agents of other cooperatives or associations.

HIST: 1989 c 144 art 1 s 7

==308A.121
308A.121 Cooperative name.

Subdivision 1. Name. The name of a cooperative must
distinguish the cooperative upon the records in the Office of
the Secretary of State from the name of a domestic corporation,
whether profit or nonprofit, or a limited partnership, or a
foreign corporation or a limited partnership authorized or
registered to do business in this state, whether profit or
nonprofit, a limited liability company, whether domestic or
foreign, a limited liability partnership, whether domestic or
foreign, or a name the right to which is, at the time of
incorporation, reserved or provided for in sections 302A.117,
317A.117, 321.0109, 322B.125, or 333.001 to 333.54.

Subd. 2. Name reserved. The cooperative name shall
be reserved for the cooperative during its corporate existence.

Subd. 3. Contest of registration of name. A person
doing business in this state may contest the subsequent
registration of a name with the Office of the Secretary of State
as provided in section 5.22.

HIST: 1989 c 144 art 1 s 8; 1989 c 292 s 8,9; 1992 c 517 art 1
s 18; 1995 c 128 art 2 s 2; 2004 c 199 art 13 s 111

==308A.125
308A.125 Stock and nonstock organization.

Subdivision 1. Stock and nonstock cooperatives have
same authority. Cooperatives organized on a capital stock
basis may be organized and have the same powers and authority as
cooperatives organized without capital stock on a membership
basis.

Subd. 2. Capital stock organization. A cooperative
is organized on a capital stock basis if holding shares of
common stock entitles the holder of the stock to vote.

Subd. 3. Nonstock organization. (a) The articles of
a nonstock cooperative must contain the provisions required in
the articles of a cooperative organized on a capital stock basis
if the provisions are applicable to a cooperative organized upon
a membership basis.

(b) Except for cooperatives constituted partially or
entirely of other cooperatives, a member of a cooperative
organized on a membership basis may not have more than one vote,
and a membership is transferable only with the consent and
approval of the board.

HIST: 1989 c 144 art 1 s 9

==308A.131
308A.131 Articles of incorporation.

Subdivision 1. Contents. (a) The incorporators shall
prepare the articles, which must include:

(1) the name of the cooperative;

(2) the purpose of the cooperative;

(3) the principal place of business for the cooperative;

(4) the period of duration for the cooperative, if the
duration is not to be perpetual;

(5) the total authorized number of shares and the par value
of each share if the cooperative is organized on a capital stock
basis;

(6) a description of the classes of shares, if the shares
are to be classified;

(7) a statement of the number of shares in each class and
relative rights, preferences, and restrictions granted to or
imposed upon the shares of each class, and a provision that only
common stockholders have voting power;

(8) a statement that individuals owning common stock shall
be restricted to one vote in the affairs of the cooperative or a
statement that the cooperative is one described in section
308A.641, subdivision 2;

(9) a statement that shares of stock are transferable only
with the approval of the board;

(10) a statement that dividends on the capital stock and
nonstock units of equity of the cooperative may not exceed eight
percent annually;

(11) the names, post office addresses, and terms of office
of the directors of the first board;

(12) a statement that net income in excess of dividends and
additions to reserves shall be distributed on the basis of
patronage, and that the records of the cooperative may show the
interest of patrons, stockholders of any classes, and members in
the reserves; and

(13) the registered office address of the cooperative and
the name of the registered agent, if any, at that address.

(b) The articles must always contain the provisions in
paragraph (a), except that the names, post office addresses, and
terms of offices of the directors of the first board may be
omitted after their successors have been elected by the members
or the articles are amended in their entirety.

(c) The articles may contain other lawful provisions.

(d) The articles must be signed by the incorporators.

Subd. 2. Filing articles. (a) The original articles
must be filed with the secretary of state.

(b) The fee for filing the articles with the secretary of
state is $60.

Subd. 3. Presumption in filing articles. When the
articles of incorporation have been filed with the secretary of
state and the required fee has been paid to the secretary of
state, it is presumed that:

(1) all conditions precedent that are required to be
performed by the incorporators have been complied with;

(2) the cooperative has been incorporated; and

(3) the secretary of state shall issue a certificate of
incorporation to the cooperative.

HIST: 1989 c 144 art 1 s 10; art 3 s 3,4; 1991 c 205 s 12;
1995 c 150 s 1; 1998 c 401 s 46

==308A.135
308A.135 Amendment of articles.

Subdivision 1. Procedure. (a) The articles of a
cooperative must be amended as provided in this subdivision.

(b) The board by majority vote must pass a resolution
stating the text of the proposed amendment. The text of the
proposed amendment and an attached mail ballot, if the board has
provided for a mail ballot in the resolution, must be mailed
with a regular or special meeting notice to each member. The
notice must designate the time and place of the meeting for the
proposed amendment to be considered and voted on. A cooperative
with more than 200 members may publish the notice, proposed
amendment, and ballot in the manner provided for a regular
meeting notice.

(c) If a quorum of the members is registered as being
present or represented by mail vote at the meeting, the proposed
amendment is adopted:

(1) if approved by a majority of the votes cast; or

(2) for a cooperative with articles or bylaws requiring
more than majority approval or other conditions for approval,
the amendment is approved by a proportion of the votes cast or a
number of total members as required by the articles or bylaws
and the conditions for approval in the articles or bylaws have
been satisfied.

Subd. 2. Filing. After an amendment has been adopted
by the members, the amendment must be signed by the chair,
vice-chair, president, vice-president, secretary, or assistant
secretary, and a copy of the amendment filed in the Office of
the Secretary of State.

Subd. 3. Certificate. (a) A certificate must be
prepared stating:

(1) the vote and meeting of the board adopting a resolution
of the proposed amendment;

(2) the notice given to members of the meeting at which the
amendment was adopted;

(3) the quorum registered at the meeting; and

(4) the vote cast adopting the amendment.

(b) The certificate must be signed by the chair,
vice-chair, president, vice-president, secretary, or assistant
secretary and filed with the records of the cooperative.

Subd. 4. Amendment by board. A majority of directors
may amend the articles if the cooperative does not have any
members or stockholders with voting rights.

HIST: 1989 c 144 art 1 s 11; art 3 s 5; 1996 c 305 art 1 s 69;
1996 c 414 art 1 s 38

==308A.141
308A.141 Amendment of articles to be governed by this
chapter.

Subdivision 1. Authority. A corporation or
association organized and doing business under other statutes of
this state or under the laws of other states that has conducted
business on a cooperative plan may become subject to this
chapter by amending its articles of incorporation to conform to
the requirements of this chapter.

Subd. 2. Procedure for amendment. (a) A corporation
or association organized under statutes of this state may amend
its articles of incorporation in the manner provided under the
statute that it is governed by for the adoption of amendments.

(b) A corporation or association organized under laws of
other states shall amend its articles of incorporation in the
manner required by the laws of the state where it was
incorporated. After the articles of incorporation are amended,
the corporation or association shall file a certified copy of
the articles of incorporation and amendments with the secretary
of state with the fees and requirements prescribed for filing
articles. After filing, the corporation or association is a
cooperative in this state and subject to the provisions of this
chapter.

HIST: 1989 c 144 art 1 s 12

==308A.145
308A.145 Amendment of articles to incorporate
defectively organized cooperative.

Subdivision 1. Amendment of articles. An association
or corporation organized defectively under other law of this
state that has conducted its business upon the cooperative plan
and has in good faith carried on and transacted business, may
amend its articles of incorporation in their entirety to be
governed by this chapter. The articles of amendment shall be
filed with the secretary of state.

Subd. 2. De facto corporation becomes corporation de
jure. Upon the filing and recording of the articles of
amendment of a de facto corporation, the corporation is a legal
and valid corporation de jure. Courts shall hold all
transactions, past and future, as if the organization was not
defective.

Subd. 3. Pending litigation not affected. This
section does not affect pending litigation.

Subd. 4. Not applicable if charter is forfeited.
This section does not apply to a corporation whose charter has
been declared forfeited by a court of competent jurisdiction in
this state.

HIST: 1989 c 144 art 1 s 13; art 3 s 6

==308A.151
308A.151 Amendment of articles to renew expired
corporate existence.

Subdivision 1. Amendment to renew corporate existence.
If the period of corporate existence of a corporation
organized under any law of this state that has conducted its
business on a cooperative plan expires and the corporation
continues in good faith to carry on and transact business, the
corporation may renew its corporate existence by amending its
articles of incorporation to comply with this chapter. The
amended articles must include a provision extending the
corporate duration for a limited period or making the corporate
existence perpetual.

Subd. 2. Does not affect pending litigation. This
section does not affect pending litigation.

Subd. 3. Does not apply to forfeited charter. This
section does not apply to a corporation whose charter has been
declared forfeited by a court of competent jurisdiction.

Subd. 4. Corporate acts and contracts validated. If
a corporation complies with subdivisions 1, 2, and 3, corporate
acts and contracts that were performed, made, and entered into
after the expiration of the corporate existence are legal and
valid against the objection that the period of duration of the
corporation had expired.

HIST: 1989 c 144 art 1 s 14

==308A.155
308A.155 Corporate existence.

Subdivision 1. Commencement of corporate existence.
The corporate existence of a cooperative begins when the
articles are filed with the secretary of state.

Subd. 2. Perpetual existence unless limited.
Cooperatives have perpetual duration unless the cooperative
provides for a limited period of duration of corporate existence
in the articles.

HIST: 1989 c 144 art 1 s 15; art 3 s 7

==308A.161
308A.161 Repealed, 2000 c 379 s 3

==308A.165
308A.165 Bylaws.

Subdivision 1. General provisions. A cooperative
may, but need not, have bylaws.

Subd. 2. Adoption and amendment. (a) Except as
provided in paragraph (b), the bylaws of a cooperative may be
adopted or amended at a regular or special members' meeting if:

(1) the notice of the meeting contains a summary statement
of the proposed bylaws or amendment;

(2) a quorum is registered as being present or represented
by mail vote if authorized by the board; and

(3) the bylaws or amendment is approved by a majority of
the votes cast, or for a cooperative with articles or bylaws
requiring more than majority approval or other conditions for
approval, the bylaws or amendment is approved by a proportion of
the votes cast or a number of the total members as required by
the articles or bylaws and the conditions for approval in the
articles or bylaws have been satisfied.

(b) Until the first annual members meeting, the majority of
directors may adopt and amend bylaws for the cooperative that
are consistent with subdivision 3 if the cooperative does not
have any members or stockholders with voting rights.

Subd. 3. Contents. Bylaws may contain any provision
relating to the management or regulation of the affairs of the
cooperative that are not inconsistent with law or the articles,
including:

(1) the number of directors, and the qualifications, manner
of election, powers, duties, and compensation, if any, of
directors;

(2) the qualifications of members, stockholders, and
patrons and limitations on their number;

(3) the manner of admission, withdrawal, suspensions, and
expulsion of members;

(4) property, voting, and other rights and privileges of
members;

(5) the appointment and authority of committees;

(6) the appointment or election, duties, compensation, and
tenure of officers;

(7) the time, place, and manner of calling, conducting, and
giving notice of member, board, and committee meetings, or of
conducting mail ballots; and

(8) the making of reports and financial statements to
members.

HIST: 1989 c 144 art 1 s 16; art 3 s 9,49; 1996 c 414 art 1 s
39

==308A.201
308A.201 Powers.

Subdivision 1. General powers. In addition to other
powers, a cooperative as an agent or otherwise:

(1) may perform every act and thing necessary or proper to
the conduct of the cooperative's business or the accomplishment
of the purposes of the cooperative;

(2) has other rights, powers, or privileges granted by the
laws of this state to other corporations, except those that are
inconsistent with the express provisions of this chapter; and

(3) has the powers given in this section.

Subd. 2. Dealing in its own products. (a) A
cooperative may buy, sell, or deal in its own products, the
products of the cooperative's individual members or patrons, the
products of another cooperative or association or of its members
or patrons.

(b) A cooperative may negotiate the price at which the
products the cooperative is selling may be sold.

Subd. 3. Contracts and agreements. A cooperative may
enter into or become a party to a contract or agreement for the
cooperative or for the cooperative's individual members or
patrons, or between the cooperative and its members.

Subd. 4. Transactions of real estate and personal
property. A cooperative may purchase and hold, lease,
mortgage, encumber, sell, exchange, and convey as a corporation
real estate, buildings, and personal property as the business of
the cooperative may require.

Subd. 5. Construction of buildings and facilities. A
cooperative may erect buildings or other structures or
facilities or the cooperative's owned or leased property, or on
a right-of-way legally acquired by the cooperative.

Subd. 6. Issuance of bonds and indebtedness. A
cooperative may issue bonds or other evidence of indebtedness
and to borrow money to finance the business of the cooperative.

Subd. 7. Advances to members or patrons. A
cooperative may make advances to the cooperative's members or
patrons on produce delivered by the members or patrons to the
cooperative.

Subd. 8. Acceptance of deposits. A cooperative may
accept deposits of money from other cooperatives or associations
from which it is constituted.

Subd. 9. Lending and borrowing money. A cooperative
may loan or borrow money to or from individual members,
cooperatives, or associations from which it is constituted with
security that it considers sufficient in dealing with the
members, cooperatives, or associations.

Subd. 10. Acquisition and disposal of stock. (a) A
cooperative may purchase, acquire, hold, or dispose of the stock
of another association or corporation, whether incorporated
under the laws of this state or another state, and assume all
rights, interests, privileges, responsibilities, and obligations
arising out of the ownership of the stock.

(b) A cooperative may acquire and hold stock in another
corporation organized under the law of this state or another
state of the United States, including a corporation organized:

(1) as a federation of associations;

(2) for the purpose of forming a district, state, or
national marketing, sales, or service agency; or

(3) for the purpose of acquiring marketing facilities at
terminal or other markets in this state or other states.

(c) A cooperative may purchase, own, and hold shares of
capital stock, memberships, interests in nonstock capital,
evidences of indebtedness of any domestic or foreign corporation
when reasonably necessary or incidental to accomplish the
purposes stated in the articles.

Subd. 11. Fiduciary powers. (a) A cooperative may
exercise any and all fiduciary powers in relations with members,
cooperatives, or associations from which it is constituted.

(b) A cooperative may take, receive, and hold real and
personal property, including the principal and interest of money
or other funds and rights in a contract, in trust for any
purpose not inconsistent with the purposes of the cooperative in
its articles, and may exercise fiduciary powers in relation to
taking, receiving, and holding the real and personal property.

Subd. 12. Electric cooperative powers. (a) An
electric cooperative has the power and authority to:

(1) make loans to its members;

(2) prerefund debt;

(3) obtain funds through negotiated financing or public
sale;

(4) borrow money and issue its bonds, debentures, notes, or
other evidence of indebtedness;

(5) mortgage, pledge, or otherwise hypothecate its assets
as may be necessary;

(6) invest its resources;

(7) deposit money in state and national banks and trust
companies authorized to receive deposits; and

(8) exercise all other powers and authorities granted to
cooperatives.

(b) A cooperative organized to provide rural electric power
may enter agreements and contracts with other electric power
cooperatives or with a cooperative constituted of electric power
cooperatives to share losses and risk of losses to their
transmission and distribution lines, transformers, substations,
and related appurtenances from storm, sleet, hail, tornado,
cyclone, hurricane, or wind storm. An agreement or contract or
a cooperative formed to share losses under this paragraph is not
subject to the laws of this state relating to insurance and
insurance companies.

Subd. 13. Utility cooperative condemnation power. A
cooperative that is engaged in the electrical, heat, light,
power, or telephone business may exercise the power of eminent
domain in the manner provided by state law for the exercise of
the power by other corporations engaged in the same business.

Subd. 14. Creamery cooperative sewage condemnation
power. (a) A creamery cooperative organized in this state has
the right, power, and authority to condemn lands by eminent
domain for easements for sewers and sites for filtration plants
to take care of all sewage and refuse made in the operation of
its business. The power and authority shall be exercised as
provided in chapter 117.

(b) The establishment, maintenance, and operation of sewers
or filtration plants shall be under the supervision of the chair
of the board of health as defined in section 145A.02,
subdivision 2, of the town or city where the cooperative has its
operating plant.

Subd. 15. Water quality cooperative condemnation power.
A water quality cooperative organized in this state may
exercise the power of eminent domain in the manner provided by
state law for the exercise of the power by corporations engaged
in the provision of electric, light, heat, power, or telephone
service.

HIST: 1989 c 144 art 1 s 17; art 3 s 10-12; 1997 c 216 s 129

==308A.205
308A.205 Agricultural marketing contracts.

Subdivision 1. Authority. A cooperative and its
members or patrons may make and execute marketing contracts,
requiring the members or patrons to sell a specified portion of
their agricultural products or specified commodities exclusively
to or through the cooperative or facilities established by the
cooperative.

Subd. 2. Title to products. If a sale is contracted
to the cooperative, the sale transfers title to the products
absolutely, except for recorded liens and security interest, to
the cooperative on delivery of the products or at another
specified time if expressly provided in the contract. The
contract may allow the cooperative to sell or resell the
products of its members, or patrons, with or without taking
title to the product, and pay the resale price to the patron,
after deducting all necessary selling, overhead, and other costs
and expenses, including other proper reserves, and interest not
exceeding eight percent per annum on common stock.

Subd. 3. Term of contract. The term of a marketing
contract may not exceed five years, but may be made
self-renewing for periods not exceeding five years each, subject
to the right of either party to terminate at the end of the
original term and each renewal term by giving written notice of
the termination during a period specified in the contract. The
period for notifying to terminate a contract may not be more
than 180 days or less than 30 days before the end of the term.

Subd. 4. Damages for breach of contract. The bylaws
or the marketing contract may set specific sums, as liquidated
damages to be paid by the member or patron to the cooperative
for breach of any provisions of the marketing contract regarding
the sale or delivery or withholding of products and may provide
that the member or patron will pay the costs, premiums for
bonds, expenses, and fees if an action is brought on the
contract by the cooperative. The remedies for breach of
contract are valid and enforceable in the courts of this state.
The provisions shall be enforced as liquidated damages and are
not to be considered or regarded as a penalty.

Subd. 5. Injunction against breach of contract. If
there is a breach or threatened breach of a marketing contract
by a member or patron, the cooperative is entitled to an
injunction to prevent the further breach of the contract, and to
a decree of specific performance of the contract. Pending the
adjudication of the action after filing a certified complaint
showing the breach or threatened breach and filing a sufficient
bond, the cooperative is entitled to a temporary restraining
order and preliminary injunction against the member or patron.

Subd. 6. Presumption on action on contract. In an
action on a marketing contract, it is presumed that landowners,
landlords, and lessors are able to control the delivery of
products produced on their land by tenants or others and are
liable for and subject to remedies for the breach of delivery,
if the tenancy, possession, or work on the land or the terms of
the tenancy, possession, or labor on the land was created or
changed after execution by the landowners, landlords, or lessors
of the marketing contract.

Subd. 7. Penalties for contract interference and false
reports. (a) A person or a corporation is guilty of a
misdemeanor and subject to a $500 civil penalty to be paid to
the aggrieved cooperative or association if the person or the
corporation's officers or employees:

(1) knowingly induce or attempt to induce a member or
stockholder of a cooperative or an association operating in this
state that is organized under similar statutes of other states
with similar restrictions and rights to break a marketing
contract with the cooperative or association; or

(2) maliciously and knowingly spread false reports about
the finances or management or activity of a cooperative or
association.

(b) Each violation is a separate offense and is subject to
the penalties in paragraph (a).

Subd. 8. Contracts and cooperatives not in restraint of
trade. A cooperative exercising authority under this section
is not a combination in restraint of trade or an illegal
monopoly, or an attempt to lessen competition or fix prices
arbitrarily. The marketing contracts and agreements under this
section are not illegal, or an unlawful restraint of trade, or a
part of a conspiracy or combination to accomplish an improper or
illegal purpose.

HIST: 1989 c 144 art 1 s 18; art 3 s 13,14

==308A.210
308A.210 Telecommunication services purchasing
cooperatives.

Subdivision 1. Purpose; territory. A
telecommunication services purchasing cooperative may be formed
under this chapter for the sole purpose of purchasing advanced
telecommunications services by aggregating demand and
negotiating reduced rates for its members. Any such
telecommunication services shall be provided and directly billed
by a telephone company or a telecommunication carrier. A
purchasing cooperative must declare in its articles of
incorporation a contiguous area comprising less than the entire
state in which it may operate.

Subd. 2. Local government units. In addition to
others that may form a cooperative, a political subdivision of
the state, including a service cooperative created under section
123A.21, may act to organize a telecommunication services
purchasing cooperative within its jurisdiction for the benefit
of its residents.

Subd. 3. Powers. A purchasing cooperative has all of
the powers described in section 308A.201, except that a
purchasing cooperative does not have the power of eminent
domain. A purchasing cooperative is not a telephone or electric
cooperative as those terms are used in this chapter and chapters
216B and 237.

Subd. 4. Governing board. A board of directors of
five to seven members shall govern a telecommunication services
purchasing cooperative. The directors must be elected according
to the requirements of section 308A.311, except that:

(1) all of the directors must be members of the purchasing
cooperative;

(2) a director may not be a provider of services to the
cooperative or an employee of the provider;

(3) a director may not be a member of a governing body of a
political subdivision; and

(4) a majority of the directors must be seeking to purchase
some residential telecommunication services through the
cooperative.

Subd. 5. Residential membership requirement. In
order to ensure that residential customers experience the
benefits of cooperative purchasing, at least 50 percent of the
total number of entities or individuals who are members of the
purchasing cooperative must be seeking to purchase residential
telecommunication services through the cooperative. If the
telecommunication services purchasing cooperative fails to
comply with this subdivision, it shall notify the Department of
Commerce and shall have one year from the date of noncompliance
to come into compliance. If it does not come into compliance,
the telecommunication services purchasing cooperative shall be
dissolved and its assets distributed to its members.

Subd. 6. Filings with Department of Commerce. A
purchasing cooperative must immediately file a copy of its
contracts with telecommunication services providers with the
Department of Commerce. A purchasing cooperative must file its
annual financial statements with the department.

Subd. 7. Open membership. Any person within the
geographic operating area declared in a cooperative's articles
of incorporation or any person within the exchange boundary or
service area of a telephone company or telecommunication carrier
that in whole or in part is included in the geographic operating
area declared in the cooperative's articles of incorporation may
become a member of the telecommunication services purchasing
cooperative.

Subd. 8. Advanced telecommunication service; defined.
"Advanced telecommunications service" includes any service
that would be classified as a flexibly priced service within the
meaning of section 237.761, subdivision 4, or
non-price-regulated service within the meaning of section
237.761, subdivision 4, provided that a service may be an
advanced telephone service whether or not the telephone company
has adopted an alternative rate plan within the meaning of
section 237.76.

HIST: 1997 c 208 s 2; 1998 c 397 art 11 s 3; 1Sp2001 c 4 art 6
s 77

==308A.301
308A.301 Board governs cooperative.

A cooperative is governed by its board.

HIST: 1989 c 144 art 1 s 19

==308A.305
308A.305 Number of directors.

The board must have at least five directors, except a
cooperative housing corporation as defined in United States
Code, title 26, section 216, subsection (b)(1), must have at
least three directors who are members of the association.

HIST: 1989 c 144 art 1 s 20

==308A.311
308A.311 Election of directors.

Subdivision 1. Generally. Directors shall be elected
for the term, at the time, and in the manner provided in this
section and the bylaws.

Subd. 2. Election at regular meeting. Directors
shall be elected at the regular members' meeting for the terms
of office prescribed in the bylaws. Except for directors
elected at district meetings, all directors shall be elected at
the regular members' meeting.

Subd. 3. District or local unit election of directors.
(a) A cooperative with districts or other local units may
elect directors on a district or local unit basis if provided in
the bylaws.

(b) The directors may be nominated or elected at district
meetings if provided in the bylaws. Directors who are nominated
at district meetings shall be elected at the annual regular
members' meeting by vote of the members of the entire
membership, unless the bylaws provide that directors who are
nominated at district meetings are to be elected by vote of the
members of the district at the annual regular members' meeting.

Subd. 4. Vote by mail or electronic means. (a) A
member may not vote by mail or electronic means for a director
unless mail or electronic voting is authorized for election of
directors by the articles or bylaws.

(b) The ballot shall be in a form prescribed by the board.

(c) If the vote is by mail, the member shall mark the
ballot for the candidate chosen and mail the ballot to the
cooperative in a sealed plain envelope inside another envelope
bearing the member's name.

(d) The member may vote by electronic means if the
cooperative is able to authenticate that it is the cooperative
member who is casting the vote.

(e) If the ballot of the member is received by the
cooperative on or before the date of the regular members'
meeting, the ballot shall be accepted and counted as the vote of
the absent member.

Subd. 5. Vote by mail or electronic means for telephone
cooperative. If voting by mail or by electronic means is
authorized by the articles or the bylaws of a telephone
cooperative, a member may vote by mail or by electronic means
for the director in the manner prescribed in the articles or
bylaws. The mail voting shall be by secret ballot.

Subd. 6. Farm corporation stockholder may be director.
If a member of a cooperative is a family farm corporation
defined in section 500.24, subdivision 2, clause (c), or an
authorized farm corporation defined in section 500.24,
subdivision 2, clause (d), the member may elect or appoint an
individual stockholder of the farm corporation residing on or
actively operating the farm to be eligible for election as a
director to the board.

Subd. 7. Corporate members may nominate persons for
director. If a member of a cooperative is not a natural
person, family farm corporation, or an authorized farm
corporation and the bylaws do not provide otherwise, the member
may appoint or elect one or, for a cooperative constituted
entirely of other cooperatives or associations, one or more
natural persons to be eligible for election as a director to the
board.

HIST: 1989 c 144 art 1 s 21; art 3 s 15; 2002 c 303 s 1,2

==308A.313
308A.313 Apportionment of directors among districts or
units.

The bylaws of an electric cooperative that has 35,000 or
more members and that nominates, elects, or otherwise selects
directors on a district or local unit basis must provide that
representation on the board be apportioned equally throughout
the different districts or local units in proportion to the
membership residing in or belonging to the districts or units.
The number of members in any one district or unit may not vary
by more than ten percent from the average number of members for
the districts or units.

The bylaws must provide for a survey to take place at least
once every ten years to determine whether the number of members
in a district or local unit has changed. If the number of
members in a district or local unit changes by 15 percent or
more, the bylaws must provide for changes in the districts or
local units so that representation on the board continues to be
apportioned equally throughout the districts or units in
proportion to the membership.

HIST: 1992 c 401 s 1

==308A.315
308A.315 Filling vacancies.

If a director's position is vacant, the board may appoint a
member of the cooperative to fill the director's position until
the next regular or special members' meeting. At the next
regular or special members' meeting, the members must elect a
director to fill the unexpired term of the vacant director's
position.

HIST: 1989 c 144 art 3 s 16

==308A.321
308A.321 Removal of directors.

Members may remove a director at a members' meeting for
cause related to the duties of the position of director and fill
the vacancy caused by the removal.

HIST: 1989 c 144 art 1 s 22; art 3 s 17,49

==308A.325
308A.325 Limitation of director's liability.

Subdivision 1. Articles may limit liability. A
director's personal liability to the cooperative or members for
monetary damages for breach of fiduciary duty as a director may
be eliminated or limited in the articles as provided in
subdivision 2.

Subd. 2. Restrictions on liability limitation. The
articles may not eliminate or limit the liability of a director:

(1) for a breach of the director's duty of loyalty to the
cooperative or its members;

(2) for acts or omissions that are not in good faith or
involve intentional misconduct or a knowing violation of law;

(3) for a transaction from which the director derived an
improper personal benefit; or

(4) for an act or omission occurring before the date when
the provision in the articles eliminating or limiting liability
becomes effective.

HIST: 1989 c 144 art 1 s 23

==308A.327
308A.327 Electric cooperative; board meetings.

A regular or special meeting of the board of directors of
an electric cooperative that has more than 50,000 members must
be open to all members of the cooperative. The board shall give
reasonable prior notice of meetings. The board may close a
meeting or a portion of a meeting, provided the board has made a
written determination that a closed meeting is necessary for one
of the following reasons:

(1) to discuss personnel matters, compensation issues,
labor negotiations, billing and credit information, or an issue
that may tend to prejudice the reputation of an individual;

(2) to discuss threatened or pending litigation, issues
subject to an attorney-client privilege, or other legal
information, the knowledge of which may have an adverse effect
on the cooperative's legal position; or

(3) to discuss or disclose information that, if discussed
in an open meeting, would result in impairment of the
cooperative's competitive or financial position, interfere with
a business opportunity, or reveal proprietary information.

For the purposes of clause (3), a business opportunity
means an opportunity for substantial financial improvement of
the cooperative that, if generally known, would likely
jeopardize the opportunity itself.

The board may close a portion of a meeting after announcing
during an open meeting the item of business to be discussed
during the closed portion.

HIST: 1992 c 435 s 1

==308A.401
308A.401 Officers.

Subdivision 1. Required officers. (a) The board
shall elect:

(1) a president;

(2) one or more vice-presidents;

(3) a secretary; and

(4) a treasurer.

(b) The board may elect additional officers as the articles
or bylaws authorize or require.

Subd. 2. Secretary and treasurer may be combined.
The offices of secretary and treasurer may be combined and if
combined the person filling the office shall be termed
secretary-treasurer.

Subd. 3. Chair and vice-chair. If the bylaws
provide, the board may elect directors as a chair and one or
more vice-chairs.

Subd. 4. Officers that must be stockholders. The
president and vice-president must be directors and members
unless the articles or bylaws provide for a chair and one or
more vice-chairs and the articles or bylaws do not require
otherwise. The treasurer, secretary, and additional officers
need not be directors or members.

Subd. 5. Removal of officers. Members may remove an
officer at a members' meeting for cause related to the duties of
the position of the officer and fill the vacancy caused by the
removal.

HIST: 1989 c 144 art 1 s 24; art 3 s 18

==308A.501
308A.501 Capital stock.

Subdivision 1. Authorized amounts. The amount,
number of shares, and par value of the authorized capital stock
may be increased or decreased and classes of the capital stock
may be established or altered by amending the articles at a
regular members' meeting or at a special members' meeting called
for the purpose of the amendment.

Subd. 2. Issuance of shares. A share of stock may
not be issued until at least the par value of the share has been
paid for in cash or a cash equivalent.

Subd. 3. Sale of stock to be approved by board.
Stock in a cooperative may only be sold or transferred with the
approval of the board.

Subd. 4. Repurchase by cooperative. (a) The bylaws
must provide that the cooperative has the first privilege of
purchasing stock of any class offered for sale by a stockholder.

(b) Stock acquired by the cooperative may be held as
treasury stock or may be retired and canceled.

HIST: 1989 c 144 art 1 s 25

==308A.503
308A.503 Health care cooperative members.

Subdivision 1. Health care network cooperative. For
a health care network cooperative, the policyholder is the
member provided that if the policyholder is an individual
enrollee, the individual enrollee is the member, and if the
policyholder is an employer or other group type, entity, or
association, the group policyholder is the member.

Subd. 2. Health provider cooperative. For a health
provider cooperative, the licensed health care provider,
professional corporation, partnership, hospital, or other
licensed provider is the member, as provided in the articles or
bylaws.

Subd. 3. State and hospital members authorized. The
state, or any agency, instrumentality, or political subdivision
of the state, may be a member of a health care cooperative. Any
governmental hospital authorized, organized or operated under
chapter 158, 250, 376, or 397 or under section 412.221, 447.05
to 447.13, or 471.50, or under any special law authorizing or
establishing a hospital or hospital district, may be a member of
a health care provider cooperative.

HIST: 1994 c 625 art 11 s 10; 1995 c 186 s 64

==308A.505
308A.505 Subject to securities law.

Cooperatives are subject to the provisions of chapter 80A,
except as specifically provided in section 80A.15.

HIST: 1989 c 144 art 1 s 26

==308A.601
308A.601 Grouping of members.

Subdivision 1. Authorization. A cooperative may in
the articles or bylaws group members in districts, local units,
or another basis.

Subd. 2. Implementation. The board may do things
necessary to implement the use of districts or local units
including setting the time and place and prescribing the rules
of conduct for holding meetings by districts or local units to
elect delegates to members' meetings.

HIST: 1989 c 144 art 1 s 27

==308A.605
308A.605 Member and stockholder violations.

Subdivision 1. Stockholder violations. (a) A
stockholder who knowingly, intentionally, or repeatedly violates
a provision of the bylaws may be required by the board to
surrender stock of any class owned by the stockholder.

(b) The cooperative shall refund to the stockholder for the
surrendered stock the lesser of the par value or the book value
of the stock.

(c) Stock required to be surrendered shall be retired and
canceled by the board.

Subd. 2. Member violations. A member who knowingly,
intentionally, or repeatedly violates a provision of the bylaws
may be required by the board to surrender membership in the
cooperative.

HIST: 1989 c 144 art 1 s 28; art 3 s 19

==308A.611
308A.611 Regular members' meetings.

Subdivision 1. Annual meeting. Regular members'
meetings must be held annually at a time determined by the
board, unless otherwise provided for in the articles or bylaws.

Subd. 2. Location. The regular members' meeting
shall be held at the principal place of business of the
cooperative, or at another conveniently located place as
determined by the bylaws or the board. A cooperative
constituted entirely or partially of other cooperatives or
associations organized under the laws of another state, or doing
business in another state, may hold regular members' meetings at
a place within or outside of the state, as designated in the
notice of the meeting.

Subd. 3. Business and fiscal reports. The officers
must submit reports to the members at the regular members'
meeting covering the business of the cooperative for the
previous fiscal year that show the condition of the cooperative
at the close of the fiscal year.

Subd. 4. Election of directors. All directors shall
be elected at the regular members' meeting for the terms of
office prescribed in the bylaws, except for directors elected at
district or local unit meetings.

Subd. 5. Notice. (a) The secretary shall give notice
of regular members' meetings by:

(1) publication in a legal newspaper published in the
county of the principal place of business of the cooperative;

(2) publication in a magazine, periodical, or other
publication of the cooperative that is regularly published by or
on behalf of the cooperative and circulated generally among
members; or

(3) mailing the regular members' meeting notice to each
member personally at the person's last known post office
address, which for a member cooperative means notice mailed to
the secretary of the cooperative.

(b) The regular members' meeting notice must be published
at least two weeks before the date of the meeting or mailed at
least 15 days before the date of the meeting.

HIST: 1989 c 144 art 1 s 29; art 3 s 20

==308A.615
308A.615 Special members' meetings.

Subdivision 1. Calling meeting. Special members'
meetings of the members may be called by:

(1) a majority vote of the board; or

(2) the written petition of at least 20 percent of the
members submitted to the president.

Subd. 2. Notice. (a) The chair or president shall
give notice of a special members' meeting by:

(1) publication in a legal newspaper published in the
county of the principal place of business of the cooperative;

(2) publication in a magazine, periodical, or other
publication of the cooperative that is regularly published by or
on behalf of the cooperative and circulated generally among
members; or

(3) mailing the special members' meeting notice to each
member personally at the person's last known post office
address, which for a member cooperative means notice mailed to
the secretary of the cooperative.

(b) The special members' meeting notice shall state the
time, place, and purpose of the special members' meeting.

(c) The special members' meeting notice shall be issued
within ten days from and after the date of the presentation of a
members' petition, and the special members' meeting must be held
by 30 days after the date of the presentation of the members'
petition.

HIST: 1989 c 144 art 1 s 30; art 3 s 21

==308A.621
308A.621 Certification of mailed meeting notice.

(a) After mailing special or regular members' meeting
notices, the secretary shall execute a certificate containing:

(1) a correct copy of the mailed or published notice;

(2) the date of mailing or publishing the notice; and

(3) a statement that the special or regular members'
meeting notices were mailed or published as prescribed by
section 308A.611, subdivision 5, or 308A.615, subdivision 2.

(b) The certificate shall be made a part of the record of
the meeting.

HIST: 1989 c 144 art 1 s 31; art 3 s 22; 1990 c 612 s 7

==308A.625
308A.625 Failure to receive meeting notice.

Failure of a member to receive a special or regular
members' meeting notice does not invalidate an action that is
taken by the members at a members' meeting.

HIST: 1989 c 144 art 1 s 32

==308A.631
308A.631 Quorum.

Subdivision 1. Quorum. (a) Except as provided in
paragraph (b), the quorum for a members' meeting to transact
business is:

(1) ten percent of the total number of members for a
cooperative with 500 or less members; or

(2) 50 members for cooperatives with more than 500 members.

(b) The quorum provisions of paragraph (a) apply
notwithstanding quorum requirements of the articles or the
bylaws, except for:

(1) a larger quorum in articles filed by a cooperative
after March 26, 1949; or

(2) a larger quorum provided by amending the articles or
bylaws after May 1, 1959.

Subd. 2. Quorum for voting by mail. In determining a
quorum at a meeting, on a question submitted to a vote by mail,
members present in person or represented by mail vote shall be
counted. The attendance of a sufficient number of members to
constitute a quorum shall be established by a registration of
the members of the cooperative present at the meeting. The
registration shall be verified by the president and secretary of
the cooperative and shall be reported in the minutes of the
meeting.

Subd. 3. Meeting action invalid without quorum. An
action by a cooperative is not valid or legal in the absence of
a quorum at the meeting at which the action was taken.

HIST: 1989 c 144 art 1 s 33

==308A.635
308A.635 Member voting rights.

Subdivision 1. Member has one vote. A member of a
cooperative is only entitled to one vote, except that a member
of a cooperative described in section 308A.641 may be entitled
to more than one vote as provided in that section.

Subd. 2. Spouse may vote for member. If a vote of
members is taken on any matter, including a petition pursuant to
section 216B.02, subdivision 4, the spouse of the member may
vote on behalf of the member unless the member has indicated
otherwise.

Subd. 3. Right to vote at meeting. A member or
delegate may exercise voting rights on any matter that is before
the members at a members' meeting from the time the member or
delegate arrives at the members' meeting, unless the articles or
bylaws specify an earlier and specific time for closing the
right to vote.

Subd. 4. Voting method. A member's vote at a
members' meeting must be in person or by mail if a mail vote is
authorized by the board, or by electronic means if an electronic
vote is authorized by the board, and not by proxy except as
provided in subdivisions 2 and 5.

Subd. 5. Members represented by delegates. (a) A
cooperative may provide in the articles or bylaws that local
units of members are entitled to be represented at members'
meetings by delegates chosen by the members of the unit. The
delegates may vote on matters at the members' meeting in the
same manner as a member. The delegates may only exercise the
voting rights on a basis and with the number of votes as
prescribed in the articles or bylaws.

(b) If the approval of a certain portion of the members is
required for adoption of amendments, a dissolution, a merger, a
consolidation, or a sale of assets, the votes of delegates shall
be counted as votes by the members represented by the delegate.

Subd. 5a. Health care cooperative. Notwithstanding
the provisions of this section, the requirements and procedures
for membership voting for a health care cooperative shall be as
provided in the bylaws.

Subd. 6. Absentee ballots. (a) A member who is
absent from a members' meeting may vote by mail or by electronic
means on the ballot prescribed in this subdivision on any
motion, resolution, or amendment that the board submits for vote
by mail to the members.

(b) The ballot shall be in the form prescribed by the board
and contain:

(1) the exact text of the proposed motion, resolution, or
amendment to be acted on at the meeting; and

(2) spaces opposite the text of the motion, resolution, or
amendment in which the member may indicate an affirmative or
negative vote.

(c) If the vote is by mail, the member shall express a
choice by marking an "X" in the appropriate space on the ballot
and mail or deliver the ballot to the cooperative in a plain,
sealed envelope inside another envelope bearing the member's
name.

(d) The member may vote by electronic means if the
cooperative is able to authenticate that it is the cooperative
member who is casting the vote.

(e) A properly executed ballot shall be accepted by the
board and counted as the vote of the absent member at the
meeting.

HIST: 1989 c 144 art 1 s 34; art 3 s 23,24; 1991 c 320 s 15;
1994 c 625 art 11 s 11; 1995 c 150 s 2; 2002 c 303 s 3,4

==308A.641
308A.641 Voting in cooperatives constituted entirely or
partially of other cooperatives or associations.

Subdivision 1. Voting by members that are cooperatives
or associations. A cooperative that is constituted entirely
or partially of other cooperatives or associations may authorize
by the articles or the bylaws for affiliated cooperative members
to have an additional vote for:

(1) a stipulated amount of business transacted between the
member cooperative and the cooperative central organization;

(2) a stipulated number of members in the member
cooperative;

(3) a certain stipulated amount of equity allocated to or
held by the member cooperative in the cooperative central
organization; or

(4) a combination of methods in clauses (1) to (3).

Subd. 2. Voting by members who are not cooperatives or
associations. A cooperative that is constituted partially of
other cooperatives or associations and partially of members who
are not cooperatives or associations, and that has its members
who are not cooperatives or associations organized into local
units of members, may, by the articles or the bylaws, authorize
the delegates elected by its members who are not cooperatives or
associations, and who are organized into local units of members,
to have an additional vote for:

(1) a stipulated amount of business transacted between the
members in the voting units and the cooperative;

(2) a certain stipulated amount of equity allocated to or
held by the members of the voting units in the cooperative; or

(3) a combination of methods in clauses (1) and (2).

HIST: 1989 c 144 art 1 s 35; 1989 c 356 s 3; 1995 c 150 s 3

==308A.645
308A.645 Vote of corporate stock held by cooperative.

A cooperative that holds stock of another corporation may
by direction of the cooperative's board or members elect or
appoint a person to represent the cooperative at a meeting of
the corporation. The representative has authority to represent
the cooperative and may cast the cooperative's vote at the
corporation's meeting.

HIST: 1989 c 144 art 1 s 36

==308A.701
308A.701 Reserves.

Subdivision 1. Capital reserve. A cooperative may
set aside a portion of net income as the board determines
advisable to create or maintain a capital reserve.

Subd. 2. Additional reserves. In addition to a
capital reserve, the board may:

(1) set aside an amount not to exceed five percent of the
annual net income of the cooperative for promoting and
encouraging cooperative organization; and

(2) establish and accumulate reserves for new buildings,
machinery and equipment, depreciation, losses, and other proper
purposes.

HIST: 1989 c 144 art 1 s 37

==308A.705
308A.705 Distribution of income.

Subdivision 1. Distribution of net income. Net
income in excess of dividends on capital stock, nonstock units
of equity, and additions to reserves shall be distributed on the
basis of patronage. A cooperative may establish allocation
units, whether the units are functional, divisional,
departmental, geographic, or otherwise, and pooling arrangements
and may account for and distribute net income on the basis of
allocation units and pooling arrangements. A cooperative may
offset the net loss of an allocation unit or pooling arrangement
against the net income of other allocation units or pooling
arrangements to the extent permitted by section 1388(j) of the
Internal Revenue Code of 1986, as amended through December 31,
1996.

Subd. 2. Frequency of income distribution. (a)
Distribution of net income shall be made at least annually.

(b) A cooperative with income from trucking operations may
only distribute net income annually. The board shall present to
the members at their annual meeting a report covering the
operations of the cooperative during the preceding fiscal year.

Subd. 3. Dividends. Dividends may be paid on common
stock and nonstock units of equity only if the net income of the
cooperative for the previous fiscal year is sufficient. Unless
otherwise provided in the articles of incorporation, the
dividends are not cumulative.

Subd. 4. Form of distribution. A cooperative may
distribute net income in cash, capital stock credits, allocated
patronage equities, revolving fund certificates, or its own or
other securities.

Subd. 5. Eligible nonmember patrons. (a) The members
may provide in the bylaws that nonmember patrons are allowed to
participate in the distribution of net income on equal terms
with member patrons.

(b) If a nonmember patron is qualified and eligible for
membership, the amount of patronage refund due shall be credited
to the patron's individual account.

(c) If the credits equal the value of a share of common
stock that entitles the stockholder to vote, or a membership, a
share of stock or a membership shall be issued to the nonmember
patron.

Subd. 6. Patronage credits for ineligible members.
If a nonmember patron with patronage credits is not qualified or
eligible for membership, a refund due may be credited to the
patron's individual account. If the credited amount in the
individual account of a patron ineligible for membership equals
the value of a share of common stock and does not entitle the
holder to vote, or to preferred stock or a certificate of
interest, the board may issue a share of preferred stock or a
certificate of interest. After the patron is issued preferred
stock or a certificate of interest, the patron may participate
in the distribution of income on the same basis as a stockholder
or member.

HIST: 1989 c 144 art 1 s 38; art 3 s 25; 1997 c 231 art 16 s
11; 1998 c 401 s 47,48; 2000 c 379 s 2

==308A.711
308A.711 Distribution of unclaimed property.

Subdivision 1. Alternate procedure to disburse
property. Notwithstanding the provisions of section 345.43, a
cooperative may, in lieu of paying or delivering to the
commissioner of commerce the unclaimed property specified in its
report of unclaimed property, distribute the unclaimed property
to a corporation or organization that is exempt from taxation
under section 290.05, subdivision 1, paragraph (b), or 2.

Subd. 2. Repealed, 2005 c 109 s 8

Subd. 3. Owner's right extinguished on disbursement.
The right of an owner to unclaimed property held by a
cooperative is extinguished when the property is disbursed by
the cooperative to a tax-exempt organization if: (1) notice
that the payment is available has been mailed to the last known
address of the person shown by the records to be entitled to the
property; or (2) the address is unknown, notice is published in
an official publication of the cooperative.

HIST: 1989 c 144 art 1 s 39; 2000 c 483 s 49; 2005 c 109 s 1,2

==308A.801
308A.801 Merger and consolidation.

Subdivision 1. Authorization. Unless otherwise
prohibited, cooperatives or associations organized under the
laws of this state may merge or consolidate with each other or
with associations incorporated under the laws of another state
by complying with the provisions of this section or the law of
the state where the surviving or new association will exist.

Subd. 2. Plan. To initiate a merger or
consolidation, a written plan of merger or consolidation must be
prepared by the board or by a committee selected by the board or
the members to prepare a plan. The plan must state:

(1) the names of the constituent cooperatives or
associations;

(2) the name of the surviving or new cooperative or
association;

(3) the manner and basis of converting stock or membership
of the constituent cooperatives or associations into stock or
membership in the surviving or new cooperative or association;

(4) the terms of the merger or consolidation;

(5) the proposed effect of the consolidation or merger on
the members of the cooperative; and

(6) for a consolidation, the plan must contain the articles
of the new association.

Subd. 3. Notice. (a) The board must mail a merger or
consolidation notice to each member. The notice must contain:

(1) the full text of the plan; and

(2) the time and place of the meeting at which the plan
will be considered.

(b) A cooperative or association with more than 200 members
may publish the merger or consolidation notice in the same
manner as a regular members' meeting notice.

Subd. 4. Adoption of plan. (a) A plan of merger or
consolidation is adopted if:

(1) a quorum of the members is registered as being present
or represented by mail vote at the meeting; and

(2) the plan is approved by two-thirds of the votes cast,
or for a cooperative with articles or bylaws requiring more than
two-thirds of the votes cast or other conditions for approval,
the plan 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 the plan has been adopted, articles of merger or
consolidation stating the plan and that the plan was adopted
according to this chapter shall be signed by the chair,
vice-chair, president, vice-president, secretary, or assistant
secretary of each cooperative or association merging or
consolidating.

(c) The articles of merger or consolidation shall be filed
in the Office of the Secretary of State.

(d) For a merger, the articles of the surviving cooperative
or association are deemed amended to the extent provided in the
articles of merger.

(e) Unless a later date is provided in the plan, the merger
or consolidation is effective when the articles of merger or
consolidation are filed in the Office of the Secretary of State.

(f) The secretary of state shall issue a certificate of the
merged or consolidated cooperative or association.

Subd. 5. Effect of merger. (a) After the effective
date, the cooperatives and associations that are parties to the
plan become a single association. For a merger, the surviving
association is the association designated in the plan. For a
consolidation, the new cooperative is the association provided
for in the plan. Except for the surviving or new association,
the separate existence of all cooperatives and associations that
are parties to the plan cease on the effective date of the
merger or consolidation.

(b) The surviving or new association possesses all of the
rights and property of each of the merged or consolidated
cooperatives or associations, and is responsible for all their
obligations. The title to property of the merged or
consolidated association is vested in the surviving or new
association without reversion or impairment of the title caused
by the merger or consolidation.

(c) The right of a creditor may not be impaired by the
merger or consolidation without the creditor's consent.

Subd. 6. Filing fee. The fee to be paid to the
secretary of state for filing articles of merger or
consolidation is $60.

HIST: 1989 c 144 art 1 s 40; art 3 s 26-28; 1991 c 205 s 13

==308A.901
308A.901 Liquidation.

Subdivision 1. Members may authorize liquidation. If
a liquidation is authorized by the members, the board may
dispose of all or substantially all of the property of the
cooperative on terms and conditions determined by the board.

Subd. 2. Resolution at members' meeting. The members
may authorize a liquidation by adopting a resolution at a
members' meeting. The notice of the members' meeting must
include a statement that the disposition of the property of the
cooperative will be considered at the meeting. If a quorum is
present in person or by mail ballot at the members' meeting, the
resolution approving of the liquidation is adopted if:

(1) approved by two-thirds of the votes cast; or

(2) for a cooperative with articles or bylaws requiring
more than two-thirds for approval or other conditions for
approval, the resolution is approved by the proportion of the
votes cast or a number of total members as required by the
articles or bylaws and the conditions for approval in the
articles or bylaws have been satisfied.

HIST: 1989 c 144 art 1 s 41; art 3 s 29

==308A.905
308A.905 Methods of dissolution.

A cooperative may be dissolved by the members or by order
of the court.

HIST: 1989 c 144 art 1 s 42; art 3 s 30,49

==308A.911
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.

HIST: 1989 c 144 art 1 s 43; art 3 s 31,49

==308A.915
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.

HIST: 1989 c 144 art 3 s 32

==308A.921
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.

HIST: 1989 c 144 art 3 s 33

==308A.925
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.

HIST: 1989 c 144 art 3 s 34

==308A.931
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.921
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.

HIST: 1989 c 144 art 3 s 35

==308A.935
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.

HIST: 1989 c 144 art 3 s 36

==308A.941
308A.941 Court-ordered remedies or dissolution.

Subdivision 1. Conditions for relief. A court may
grant equitable relief that it deems just and reasonable in the
circumstances or may dissolve a cooperative and liquidate its
assets and business:

(1) in a supervised voluntary dissolution that is applied
for by the cooperative;

(2) in an action by a member when it is established that:

(i) the directors or the persons having the authority
otherwise vested in the board are deadlocked in the management
of the cooperative's affairs and the shareholders or members are
unable to break the deadlock;

(ii) the directors or those in control of the cooperative
have acted fraudulently, illegally, or in a manner unfairly
prejudicial toward one or more members in their capacities as
members, directors, or officers;

(iii) the members of the cooperative are so divided in
voting power that, for a period that includes the time when two
consecutive regular members' meetings were held, they have
failed to elect successors to directors whose terms have expired
or would have expired upon the election and qualification of
their successors;

(iv) the cooperative assets are being misapplied or wasted;
or

(v) the period of duration as provided in the articles has
expired and has not been extended as provided in this chapter;

(3) in an action by a creditor when:

(i) the claim of the creditor against the cooperative has
been reduced to judgment and an execution on the judgment has
been returned unsatisfied; or

(ii) the cooperative has admitted in writing that the claim
of the creditor against the cooperative is due and owing and it
is established that the cooperative is unable to pay its debts
in the ordinary course of business; or

(4) in an action by the attorney general to dissolve the
cooperative in accordance with this chapter when it is
established that a decree of dissolution is appropriate.

Subd. 2. Condition of cooperative or association. In
determining whether to order equitable relief or dissolution,
the court shall take into consideration the financial condition
of the cooperative but may not refuse to order equitable relief
or dissolution solely on the ground that the cooperative has
accumulated operating net income or current operating net income.

Subd. 3. Dissolution as remedy. In deciding whether
to order dissolution of the cooperative, the court must consider
whether lesser relief suggested by one or more parties, such as
a form of equitable relief or a partial liquidation, would be
adequate to permanently relieve the circumstances established
under subdivision 1, clause (2) or (3). Lesser relief may be
ordered if it would be appropriate under the facts and
circumstances of the case.

Subd. 4. Expenses. If the court finds that a party
to a proceeding brought under this section has acted
arbitrarily, vexatiously, or otherwise not in good faith, the
court may in its discretion award reasonable expenses, including
attorneys' fees and disbursements, to any of the other parties.

Subd. 5. Venue. Proceedings under this section shall
be brought in a court within the county where the registered
office of the cooperative is located.

Subd. 6. Parties. It is not necessary to make
members parties to the action or proceeding unless relief is
sought against them personally.

HIST: 1989 c 144 art 3 s 37

==308A.945
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. 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 following
order of priority or:

(1) the costs and expenses of the proceedings, including
attorneys' fees and disbursements;

(2) debts, taxes and assessments due the United States, the
state of Minnesota and their subdivisions, and other states and
their subdivisions, in that order;

(3) claims duly proved and allowed to employees under the
provisions of the Workers' Compensation Act except that claims
under this clause may not be allowed if the cooperative has
carried workers' compensation insurance, as provided by law, at
the time the injury was sustained;

(4) claims, including the value of all compensation paid in
a medium other than money, proved and allowed to employees for
services performed within three months preceding the appointment
of the receiver, if any; and

(5) other claims proved and allowed.

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.

HIST: 1989 c 144 art 3 s 38

==308A.951
308A.951 Receiver qualifications and powers.

Subdivision 1. Qualifications. A receiver must be a
natural person or a domestic corporation or a foreign
corporation authorized to transact business in this state. A
receiver must give a bond as directed by the court with the
sureties required by the court.

Subd. 2. Powers. A receiver may sue and defend in
all courts as receiver of the cooperative. The court appointing
the receiver has exclusive jurisdiction of the cooperative and
its property.

HIST: 1989 c 144 art 3 s 39

==308A.955
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.

HIST: 1989 c 144 art 3 s 40

==308A.961
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 under oath
with the court administrator or with the receiver in a form
prescribed by the court.

Subd. 2. Date to file claim. (a) If the court
requires the filing of claims, the court shall:

(1) set a date, by order, at least 120 days after the date
the order is filed, as the last day for the filing of claims;
and

(2) prescribe the notice of the fixed date that shall be
given to creditors and claimants.

(b) Before the fixed date, the court may extend the time
for filing claims. Creditors and claimants failing to file
claims on or before the fixed date may be barred, by order of
court, from claiming an interest in or receiving payment out of
the property or assets of the cooperative.

HIST: 1989 c 144 art 3 s 41

==308A.965
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.

HIST: 1989 c 144 art 3 s 42

==308A.971
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.

HIST: 1989 c 144 art 3 s 43

==308A.975
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.

HIST: 1989 c 144 art 3 s 44

==308A.981
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.

HIST: 1989 c 144 art 3 s 45

==308A.985
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.

HIST: 1989 c 144 art 3 s 46

==308A.995
308A.995 Periodic registration.

Subdivision 1. Periodic registration in certain years.
Each cooperative governed by this chapter must file a
periodic registration with the secretary of state in each
odd-numbered year. In these years, the secretary of state must
mail by first class mail a registration form to the registered
office of each cooperative as shown on the records of the
secretary of state, or if no such address is in the records, to
the location of the principal place of business shown on the
records of the secretary of state. The form must include the
following notice:

"NOTICE: Failure to file this form by December 31 of this
year will result in the dissolution of this cooperative without
further notice from the secretary of state, pursuant to
Minnesota Statutes, section 308A.995, subdivision 4, paragraph
(b)."

Subd. 2. Minnesota cooperative registration form. In
each calendar year in which a registration is to be filed, a
cooperative must file with the secretary of state a registration
by December 31 of that calendar year containing:

(1) the name of the cooperative;

(2) the address of its registered office;

(3) the address of its principal place of business, if
different from the registered office address; and

(4) the name and business address of the officer or other
person exercising the principal functions of the chief executive
officer of the cooperative.

Subd. 3. Information public. The information
required by subdivision 1 is public data.

Subd. 4. Penalty; dissolution. (a) A cooperative
that has failed to file a registration pursuant to the
requirements of this section by December 31 of the calendar year
for which the registration was required 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. The secretary of state must annually inform the attorney
general and the commissioner of revenue of the methods by which
the names of cooperatives dissolved under this section during
the preceding year may be determined. The secretary of state
must also make available in an electronic format the names of
the dissolved cooperatives. A cooperative dissolved in this
manner is not entitled to the benefits of section 308A.981.

Subd. 5. Reinstatement. A cooperative may
retroactively reinstate its existence by filing a single annual
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.

HIST: 2000 c 395 s 8; 2004 c 251 s 5; 2004 c 254 s 36

==308A.misc
308A.031 Repealed, 2000 c 379 s 3

308A.161 Repealed, 2000 c 379 s 3