<?xml version="1.0" encoding="utf-8" standalone="yes"?><rss version="2.0" xmlns:atom="http://www.w3.org/2005/Atom"><channel><title>Chapter 308A — Minnesota Cooperative Law on MinnesotaLawyer.com</title><link>https://minnesotalawyer.com/statutes/chapter-308a/</link><description>Recent content in Chapter 308A — Minnesota Cooperative Law on MinnesotaLawyer.com</description><generator>Hugo</generator><language>en-us</language><atom:link href="https://minnesotalawyer.com/statutes/chapter-308a/index.xml" rel="self" type="application/rss+xml"/><item><title>§ 308A.001 — Citation</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.001/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.001/</guid><description>This section gives the official name for Chapter 308A. It may be called the &amp;lsquo;Minnesota Cooperative Law.&amp;rsquo; This chapter covers how cooperatives are formed, run, and dissolved in Minnesota.</description></item><item><title>§ 308A.005 — Definitions</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.005/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.005/</guid><description>This section defines the key terms used throughout the Minnesota Cooperative Law. It explains what words like &amp;lsquo;cooperative,&amp;rsquo; &amp;lsquo;member,&amp;rsquo; &amp;lsquo;stockholder,&amp;rsquo; &amp;lsquo;board,&amp;rsquo; &amp;lsquo;articles,&amp;rsquo; and &amp;lsquo;association&amp;rsquo; mean when used in this chapter. It also covers what counts as a valid signature and a proper filing with the Secretary of State.</description></item><item><title>§ 308A.011 — Use of Term Cooperative Restricted</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.011/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.011/</guid><description>This section restricts who can use the word &amp;lsquo;cooperative&amp;rsquo; in their business name. Only organizations that are properly organized under this chapter or another Minnesota cooperative law may call themselves a cooperative. Using the term improperly is a misdemeanor crime.</description></item><item><title>§ 308A.015 — Reservation of Right</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.015/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.015/</guid><description>This section says that the state keeps the right to change or repeal the cooperative law at any time. All cooperatives formed under this chapter are subject to any future changes the legislature makes.</description></item><item><title>§ 308A.021 — Filing Fee</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.021/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.021/</guid><description>This section sets the standard filing fee at $35 for documents that cooperatives file with the Secretary of State, unless a different fee is specified elsewhere in the law.</description></item><item><title>§ 308A.025 — Registered Office</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.025/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.025/</guid><description>This section requires every cooperative to have a registered office in Minnesota. The cooperative may also have a registered agent. The cooperative can change its registered agent, and the agent can resign or change their address, following the procedures in section 5.36.</description></item><item><title>§ 308A.027 — Annual Renewal</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.027/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.027/</guid><description>This section requires every cooperative to file an annual renewal with the Secretary of State by December 31 each year. If a cooperative fails to file, the Secretary of State will dissolve it. A dissolved cooperative can reinstate itself by filing the renewal and paying a $25 fee.</description></item><item><title>§ 308A.031</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.031/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.031/</guid><description>This section has been repealed and is no longer in effect. It was removed from the Minnesota Statutes in 2000.</description></item><item><title>§ 308A.032 — Foreign Cooperatives; Sections Applicable</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.032/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.032/</guid><description>This section explains that Chapter 308A generally does not apply to cooperatives formed in other states (foreign cooperatives). However, foreign cooperatives must comply with Chapter 303 (the foreign corporation law) before doing business in Minnesota.</description></item><item><title>§ 308A.101 — Organizational Purpose</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.101/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.101/</guid><description>This section lists the purposes for which a cooperative can be formed. Cooperatives can be created for farming, dairy, marketing, transportation, warehousing, telephone, manufacturing, electric power, construction, mining, or any other lawful purpose. Special rules apply to electric cooperatives and water quality cooperatives.</description></item><item><title>§ 308A.105 — Incorporators</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.105/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.105/</guid><description>This section says that one or more people can organize and incorporate a cooperative. The incorporators can act for themselves as individuals or as agents representing other cooperatives or associations.</description></item><item><title>§ 308A.121 — Cooperative Name</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.121/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.121/</guid><description>This section requires a cooperative&amp;rsquo;s name to be different from the names of other businesses already on file with the Secretary of State. The name is reserved for the cooperative as long as it exists. This applies to names of corporations, LLCs, limited partnerships, and other registered business entities.</description></item><item><title>§ 308A.125 — Stock and Nonstock Organization</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.125/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.125/</guid><description>This section says that cooperatives can be organized with or without capital stock, and both types have the same powers. In a stock cooperative, holding common stock gives voting rights. In a nonstock cooperative, each member gets one vote, and memberships can only be transferred with board approval.</description></item><item><title>§ 308A.131 — Articles of Incorporation</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.131/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.131/</guid><description>This section lists what must be included in a cooperative&amp;rsquo;s articles of incorporation. Required items include the cooperative&amp;rsquo;s name, purpose, principal place of business, and registered office address. Articles must be filed with the Secretary of State with a $60 fee. Key cooperative principles like one-member-one-vote and patronage-based distributions are presumed to be part of the articles.</description></item><item><title>§ 308A.135 — Amendment of Articles</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.135/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.135/</guid><description>This section explains how to amend a cooperative&amp;rsquo;s articles of incorporation. The board must first pass a resolution with the proposed amendment text, then give members notice and a chance to vote. The amendment passes if approved by a majority of votes cast at a meeting where a quorum is present. Amendments must be filed with the Secretary of State.</description></item><item><title>§ 308A.141 — Amendment of Articles to Be Governed by This Chapter</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.141/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.141/</guid><description>This section allows an existing cooperative or association that was organized under a different law to become subject to Chapter 308A by amending its articles of incorporation. This works for both Minnesota organizations and those from other states.</description></item><item><title>§ 308A.145 — Amendment of Articles to Incorporate Defectively Organized Cooperative</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.145/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.145/</guid><description>This section allows a cooperative that was organized with legal defects to fix those defects by amending its articles to comply with this chapter. Once the amended articles are filed, the cooperative is treated as if it was properly formed from the beginning, and past transactions are validated.</description></item><item><title>§ 308A.151</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.151/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.151/</guid><description>This section has been repealed and is no longer in effect. It was removed from the Minnesota Statutes in 2011.</description></item><item><title>§ 308A.155 — Corporate Existence</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.155/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.155/</guid><description>This section says that a cooperative begins to exist as a legal entity when its articles of incorporation are filed with the Secretary of State. Cooperatives last forever unless the articles set a limited time period.</description></item><item><title>§ 308A.161</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.161/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.161/</guid><description>This section has been repealed and is no longer in effect. It was removed from the Minnesota Statutes in 2000.</description></item><item><title>§ 308A.165 — Bylaws</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.165/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.165/</guid><description>This section covers a cooperative&amp;rsquo;s bylaws. Bylaws set the rules for how the cooperative runs day-to-day, including director duties, membership requirements, meeting procedures, and distribution of profits. The board proposes bylaws and members approve them.</description></item><item><title>§ 308A.201 — Powers</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.201/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.201/</guid><description>This section lists the general powers that cooperatives have under Minnesota law. These include the power to buy and sell property, borrow money, make contracts, sue and be sued, and do anything needed to carry out the cooperative&amp;rsquo;s purposes.</description></item><item><title>§ 308A.205 — Agricultural Marketing Contracts</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.205/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.205/</guid><description>This section gives agricultural cooperatives the power to enter marketing contracts with members. These contracts can require members to sell all or part of their products through the cooperative. The cooperative can set liquidated damages for members who break the contract.</description></item><item><title>§ 308A.210 — Telecommunication Services Purchasing Cooperatives</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.210/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.210/</guid><description>This section allows cooperatives to be formed for purchasing telecommunications services on behalf of their members. These cooperatives can operate within a defined territory and negotiate rates and services with telecommunications providers.</description></item><item><title>§ 308A.301 — Board Governs Cooperative</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.301/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.301/</guid><description>This section states the basic rule that a cooperative is governed by its board of directors.</description></item><item><title>§ 308A.305 — Number of Directors</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.305/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.305/</guid><description>This section requires a cooperative&amp;rsquo;s board to have at least five directors. Cooperative housing corporations only need at least three directors, and those directors must be members.</description></item><item><title>§ 308A.311 — Election of Directors</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.311/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.311/</guid><description>This section covers how directors are elected in a cooperative. Directors are elected by members at regular meetings. The articles or bylaws set the terms of office, and directors can serve staggered terms.</description></item><item><title>§ 308A.313 — Apportionment of Directors Among Districts or Units</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.313/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.313/</guid><description>This section requires large electric cooperatives with 35,000 or more members to divide their territory into districts and assign board seats proportionally. No district can vary more than 10% from the average membership. Districts must be reviewed at least every 10 years.</description></item><item><title>§ 308A.315 — Filling Vacancies</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.315/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.315/</guid><description>This section explains how to fill a vacant board seat. The board can appoint a member temporarily until the next members&amp;rsquo; meeting. At that meeting, members elect someone to serve the rest of the term.</description></item><item><title>§ 308A.321 — Removal of Directors</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.321/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.321/</guid><description>This section allows members to remove a director from the board at a members&amp;rsquo; meeting for cause related to the director&amp;rsquo;s duties. The members can also elect a replacement.</description></item><item><title>§ 308A.325 — Limitation of Director's Liability</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.325/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.325/</guid><description>This section allows cooperatives to limit the personal liability of their directors through provisions in the articles of incorporation. Directors can be protected from monetary damages for breaching their duty of care, with certain exceptions.</description></item><item><title>§ 308A.327 — Electric Cooperative; Board Meetings</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.327/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.327/</guid><description>This section requires large electric cooperatives with more than 50,000 members to hold open board meetings. Members have the right to attend. The board can close meetings only for specific reasons like personnel matters, pending litigation, or trade secrets.</description></item><item><title>§ 308A.328 — Standard of Conduct</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.328/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.328/</guid><description>This section sets the standard of conduct for cooperative directors and officers. They must act in good faith, with the care a reasonable person in a similar position would use, and in a way they believe is in the best interests of the cooperative.</description></item><item><title>§ 308A.401 — Officers</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.401/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.401/</guid><description>This section covers the officers of a cooperative. Every cooperative must have a president, secretary, and treasurer. The board elects the officers. One person can hold more than one office, but the president and secretary must be different people.</description></item><item><title>§ 308A.501 — Capital Stock</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.501/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.501/</guid><description>This section covers capital stock in cooperatives. It explains how shares are authorized, issued, and transferred. Stock dividends are limited to 8% per year. Common stock gives the holder voting rights, and shares can only be transferred with board approval.</description></item><item><title>§ 308A.503 — Health Care Cooperative Members</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.503/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.503/</guid><description>This section sets special rules for health care cooperatives. It defines who can be a member of a health care network cooperative and how membership rights work for health care providers.</description></item><item><title>§ 308A.505 — Subject to Securities Law</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.505/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.505/</guid><description>This section states that cooperatives are subject to Minnesota&amp;rsquo;s securities laws in Chapter 80A, with certain specific exceptions provided in sections 80A.45 and 80A.46.</description></item><item><title>§ 308A.601 — Grouping of Members</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.601/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.601/</guid><description>This section allows a cooperative to group its members into districts or units for purposes of electing directors, holding meetings, or conducting other cooperative business.</description></item><item><title>§ 308A.605 — Member and Stockholder Violations</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.605/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.605/</guid><description>This section covers violations by members and stockholders of a cooperative. It addresses what happens when a member breaks the cooperative&amp;rsquo;s rules or agreements, and what penalties the cooperative can impose.</description></item><item><title>§ 308A.611 — Regular Members' Meetings</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.611/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.611/</guid><description>This section requires cooperatives to hold a regular annual meeting of all members. The bylaws set the time and place for the annual meeting. Members must receive notice of the meeting in advance.</description></item><item><title>§ 308A.615 — Special Members' Meetings</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.615/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.615/</guid><description>This section explains how to call a special members&amp;rsquo; meeting. The board, the president, or a specified number of members can call a special meeting to address urgent matters that cannot wait until the annual meeting.</description></item><item><title>§ 308A.621 — Certification of Mailed Meeting Notice</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.621/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.621/</guid><description>This section requires the secretary to create a written certificate after mailing meeting notices. The certificate must include a copy of the notice, the date it was mailed, and a statement that it was sent to all members at their last known address.</description></item><item><title>§ 308A.625 — Failure to Receive Meeting Notice</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.625/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.625/</guid><description>This section says that if a member fails to receive a meeting notice, the actions taken at the meeting are still valid. The cooperative&amp;rsquo;s decisions are not overturned just because one member did not get the notice.</description></item><item><title>§ 308A.631 — Quorum</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.631/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.631/</guid><description>This section defines what constitutes a quorum at a cooperative members&amp;rsquo; meeting. A quorum is the minimum number of members who must be present for the meeting to conduct official business.</description></item><item><title>§ 308A.635 — Member Voting Rights</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.635/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.635/</guid><description>This section establishes the one-member-one-vote rule for cooperatives. Each member gets one vote regardless of how many shares they own or how much business they do with the cooperative.</description></item><item><title>§ 308A.641 — Voting in Cooperatives Constituted Entirely or Partially of Other Cooperatives or Associations</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.641/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.641/</guid><description>This section sets voting rules for cooperatives whose members are other cooperatives or associations. Member cooperatives may be allowed to cast votes in proportion to their membership size, rather than just one vote each.</description></item><item><title>§ 308A.645 — Vote of Corporate Stock Held by Cooperative</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.645/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.645/</guid><description>This section allows a cooperative that owns stock in another corporation to appoint a representative to vote that stock at the corporation&amp;rsquo;s meetings. The board or members direct who serves as the representative.</description></item><item><title>§ 308A.701 — Reserves</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.701/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.701/</guid><description>This section requires cooperatives to maintain financial reserves. The board must set aside a portion of net income into a capital reserve fund before distributing patronage refunds. The board can also create other reserves for specific purposes.</description></item><item><title>§ 308A.705 — Distribution of Income</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.705/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.705/</guid><description>This section explains how a cooperative distributes its net income to members. After setting aside reserves and paying stock dividends (up to 8%), the remaining net income must be distributed to members based on their patronage &amp;ndash; how much business they did with the cooperative.</description></item><item><title>§ 308A.711 — Distribution of Unclaimed Property</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.711/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.711/</guid><description>This section provides an alternative procedure for cooperatives to handle unclaimed patronage distributions and other property owed to members who cannot be found. The cooperative can use these funds for educational or charitable purposes after meeting notice requirements.</description></item><item><title>§ 308A.801 — Merger and Consolidation</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.801/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.801/</guid><description>This section allows cooperatives to merge with or consolidate into other cooperatives. The boards of the merging cooperatives must approve a plan of merger, and the members of each cooperative must also vote to approve it. The plan must be filed with the Secretary of State.</description></item><item><title>§ 308A.901 — Liquidation</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.901/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.901/</guid><description>This section explains how a cooperative can be liquidated. Members can authorize the cooperative to sell all of its assets and wind down its business. The board carries out the liquidation under the members&amp;rsquo; direction.</description></item><item><title>§ 308A.905 — Methods of Dissolution</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.905/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.905/</guid><description>This section says a cooperative can be dissolved in two ways: by a vote of the members (voluntary dissolution) or by a court order (involuntary dissolution).</description></item><item><title>§ 308A.911 — Voluntary Dissolution by Members</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.911/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.911/</guid><description>This section sets out the procedure for members to voluntarily dissolve a cooperative. The board must call a meeting, members must vote to dissolve, and a notice of intent to dissolve must be filed with the Secretary of State.</description></item><item><title>§ 308A.915 — Winding up</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.915/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.915/</guid><description>This section covers the winding-up process after a cooperative votes to dissolve. The cooperative must collect debts owed to it, pay off its creditors, and distribute any remaining assets to members. The board manages this process.</description></item><item><title>§ 308A.921 — Revocation of Dissolution Proceedings</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.921/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.921/</guid><description>This section allows a cooperative to stop the dissolution process before it is completed. If the members vote to revoke the dissolution, the cooperative can continue operating as if the dissolution was never started.</description></item><item><title>§ 308A.925 — Statute of Limitations</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.925/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.925/</guid><description>This section sets a two-year deadline for creditors to file claims against a dissolving cooperative. If a creditor does not start legal action within two years after the notice of intent to dissolve is filed, the claim is barred.</description></item><item><title>§ 308A.931 — Articles of Dissolution</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.931/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.931/</guid><description>This section describes how to file articles of dissolution with the Secretary of State to formally end a cooperative&amp;rsquo;s existence. The articles of dissolution can only be filed after the cooperative has completed the winding-up process and paid all its debts.</description></item><item><title>§ 308A.935 — Application for Court-supervised Voluntary Dissolution</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.935/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.935/</guid><description>This section allows a cooperative, member, or creditor to ask a court to supervise the dissolution process. This can be done any time after the notice of intent to dissolve is filed but before articles of dissolution are issued.</description></item><item><title>§ 308A.941 — Court-ordered Remedies or Dissolution</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.941/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.941/</guid><description>This section lists the grounds for a court to order remedies or dissolution of a cooperative. Courts can act when directors have acted illegally or fraudulently, when the cooperative&amp;rsquo;s assets are being wasted, or when there is a deadlock that prevents the cooperative from operating.</description></item><item><title>§ 308A.945 — Procedure in Involuntary or Court-supervised Voluntary Dissolution</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.945/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.945/</guid><description>This section sets out the court procedures for involuntary or court-supervised voluntary dissolution. It covers what happens before the hearing, the court&amp;rsquo;s powers during the process, and how the dissolution proceeds under court oversight.</description></item><item><title>§ 308A.951 — Receiver Qualifications and Powers</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.951/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.951/</guid><description>This section covers the qualifications and powers of receivers appointed by a court in dissolution proceedings. A receiver takes control of the cooperative&amp;rsquo;s property and business, collects debts, and distributes assets under the court&amp;rsquo;s supervision.</description></item><item><title>§ 308A.955 — Dissolution Action by Attorney General</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.955/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.955/</guid><description>This section gives the Attorney General the power to bring a court action to dissolve a cooperative. The Attorney General can act when the cooperative was fraudulently formed, exceeded its authority, or violated state law.</description></item><item><title>§ 308A.961 — Filing Claims in Court-supervised Dissolution Proceedings</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.961/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.961/</guid><description>This section explains how creditors file claims during a court-supervised dissolution. Claims must be filed under oath within the time set by the court. The court reviews the claims and determines how much each creditor is owed.</description></item><item><title>§ 308A.965 — Discontinuance of Court-supervised Dissolution Proceedings</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.965/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.965/</guid><description>This section allows a court-supervised dissolution to be stopped if it is shown that there is no valid reason to dissolve the cooperative. The court dismisses the case and any receiver must return the cooperative&amp;rsquo;s property.</description></item><item><title>§ 308A.971 — Court-supervised Dissolution Order</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.971/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.971/</guid><description>This section describes the conditions under which a court will enter an order dissolving a cooperative. The court must determine that all debts have been paid or provided for and that the remaining assets have been properly distributed.</description></item><item><title>§ 308A.975 — Filing Court's Dissolution Order</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.975/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.975/</guid><description>This section requires the court administrator to file a certified copy of the dissolution order with the Secretary of State after a court dissolves a cooperative. The Secretary of State does not charge a fee for this filing.</description></item><item><title>§ 308A.981 — Barring of Claims</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.981/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.981/</guid><description>This section sets rules for when claims against a dissolved cooperative are barred. It provides deadlines after which creditors can no longer bring claims, and describes circumstances where claims may survive beyond the normal deadline.</description></item><item><title>§ 308A.985 — Right to Sue or Defend After Dissolution</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.985/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.985/</guid><description>This section says that after a cooperative has been dissolved, its former officers, directors, or members can still file or defend lawsuits in the cooperative&amp;rsquo;s name.</description></item><item><title>§ 308A.995</title><link>https://minnesotalawyer.com/statutes/chapter-308a/308a.995/</link><pubDate>Mon, 01 Jan 0001 00:00:00 +0000</pubDate><guid>https://minnesotalawyer.com/statutes/chapter-308a/308a.995/</guid><description>This section has been repealed and is no longer in effect. It was replaced by the annual renewal requirements in section 308A.027.</description></item></channel></rss>