Chapter 308C — Minnesota Cooperative Housing Act

308C.001 Citation Names this chapter as the Minnesota Cooperative Associations Act, which governs how cooperatives are formed and run. 308C.003 Application of Other Statutes Lists which other Minnesota business laws also apply to cooperative associations in addition to this chapter. 308C.005 Definitions Defines key terms used throughout the cooperative associations law, like member, board, cooperative, and patron. 308C.007 Legal Recognition of Electronic Records and Signatures Allows cooperatives to use electronic records and digital signatures for official documents and communications. 308C.009 Use of Term Cooperative Restricted Restricts who can use the word 'cooperative' in their business name to actual cooperatives formed under this law. 308C.101 Reservation of Right Reserves the state's right to change cooperative laws in the future, even for cooperatives already formed. 308C.111 Filing Fees Sets the filing fees cooperatives must pay to the Secretary of State for articles, amendments, and other filings. 308C.115 Registered Office Requires every cooperative to have a registered office and agent in Minnesota where legal papers can be served. 308C.121 Annual Renewal Requires cooperatives to file an annual renewal with the Secretary of State to stay in good standing. 308C.201 Organizational Purpose Allows cooperatives to be formed for any lawful purpose, including business, housing, and consumer services. 308C.205 Organizers Sets rules for who can organize a new cooperative and what the organizers must do to get it started. 308C.211 Cooperative Name Sets rules for what a cooperative can and cannot name itself, including required words in the name. 308C.215 Articles of Organization Lists what must be included in the articles of organization when forming a new cooperative. 308C.221 Amendment of Articles Explains how a cooperative can change its articles of organization through an amendment process. 308C.225 Amendment of Organizational Documents to Be Governed by This Chapter Allows cooperatives formed under older laws to update their governing documents to follow this chapter. 308C.235 Existence States that a cooperative begins to exist when its articles are filed, and it can exist forever unless dissolved. 308C.241 Bylaws Allows cooperatives to adopt bylaws that set detailed rules for how the cooperative operates day to day. 308C.245 Cooperative Records Requires cooperatives to keep important records like member lists, financial statements, and meeting minutes. 308C.301 Powers Lists the legal powers a cooperative has, like entering contracts, owning property, suing, and borrowing money. 308C.305 Emergency Powers Gives the board emergency powers to act quickly during disasters or other emergencies, even if normal rules cannot be … 308C.311 Occupancy Agreements and Proprietary Leases Sets rules for housing cooperatives about occupancy agreements and proprietary leases that let members live in … 308C.312 Limited Equity Cooperatives Creates a special type of housing cooperative where the resale price of memberships is limited to keep housing … 308C.401 Board Governs Cooperative States that the board of directors manages the cooperative's business and affairs. 308C.405 Number of Directors Sets rules for how many directors a cooperative must have on its board. 308C.411 Election of Directors Explains how cooperative members elect directors to the board. 308C.415 Filling Vacancies Sets rules for how vacant seats on the board of directors are filled before the next election. 308C.421 Removal of Directors Explains how members can remove a director from the board before their term is up. 308C.425 Board of Directors' Meetings Sets rules for board meetings, including notice requirements and how meetings can be held. 308C.431 Quorum Defines how many directors must be present at a meeting to take official action (a quorum). 308C.435 Act of Board of Directors Explains what counts as an official act of the board and how votes are counted. 308C.441 Action Without a Meeting Allows the board to take action without a formal meeting if all directors agree in writing. 308C.451 Committees Allows the board to create committees to handle specific tasks or areas of the cooperative's business. 308C.455 Standard of Conduct Sets the standard of care directors must follow when making decisions for the cooperative. 308C.461 Director Conflicts of Interest Sets rules for when a director has a personal financial interest in a decision the board is making. 308C.465 Limitation of Director's Liability Allows cooperatives to limit the personal liability of directors for certain actions taken in their role. 308C.471 Indemnification Allows cooperatives to pay legal costs for directors and officers who are sued for actions taken on behalf of the … 308C.475 Officers Sets rules for appointing officers like president, secretary, and treasurer to manage daily operations. 308C.501 Members Defines who can be a member of a cooperative and how membership is granted. 308C.502 Member Restrictions Allows cooperatives to set restrictions on membership, including eligibility requirements. 308C.505 Member Not Liable for Cooperative Debts Protects members from being held personally liable for the cooperative's debts and obligations. 308C.511 Regular Member Meetings Requires cooperatives to hold regular member meetings at least once a year. 308C.515 Special Member Meetings Allows special member meetings to be called when urgent business needs to be decided. 308C.521 Certification of Meeting Notice Requires proper written notice to be sent to members before any meeting takes place. 308C.525 Quorum Defines how many members must be present at a meeting to take official action (a quorum). 308C.531 Remote Communications for Member Meetings Allows members to attend and vote at meetings remotely using phone, video, or other technology. 308C.535 Act of Members Explains what counts as an official act of the members and how votes are counted. 308C.541 Action Without a Meeting Allows members to take action without a formal meeting through written consent. 308C.545 Member Voting Rights Sets rules for how voting rights work, including one member one vote and proxy voting. 308C.571 Sale of Property and Assets Sets rules for when a cooperative can sell all or most of its property and assets. 308C.601 Membership Interests Describes what a membership interest is and the financial and governance rights it includes. 308C.602 Title to Membership in the Cooperative Explains how title to a cooperative membership is held and transferred. 308C.603 Developer Rights, Restrictions, and Obligations Sets rules for developers who create new cooperative housing projects, including required disclosures. 308C.605 Assignment of Financial Rights Explains how a member can assign their financial rights in the cooperative to another person. 308C.611 Nature of a Membership Interest and Statement of Interest Owned Describes the legal nature of a membership interest and requires cooperatives to issue statements of ownership. 308C.612 Senior Housing Cooperative Offering Documents; General Provisions Requires senior housing cooperatives to provide detailed offering documents to prospective members before they buy in. 308C.613 Budget and Replacement Reserve Requirements Requires cooperatives to prepare annual budgets and maintain a reserve fund for future repairs and replacements. 308C.614 Lien for Assessments Gives the cooperative a lien on a member's interest if they fail to pay required assessments. 308C.615 Foreclosure of Liens or to Acquire Occupancy Rights Following Membership Termination in a Senior Housing Cooperative Sets rules for foreclosing on liens or recovering occupancy rights in senior housing cooperatives. 308C.616 Certificated Membership Interests Allows cooperatives to issue certificates representing membership interests, similar to stock certificates. 308C.621 Lost Certificates; Replacement Sets rules for replacing lost or destroyed membership certificates. 308C.625 Restriction on Transfer or Registration of Membership Interests Allows cooperatives to restrict the transfer of membership interests through rules in their articles or bylaws. 308C.627 Operating Agreement Allows cooperatives to adopt an operating agreement that sets additional rules for how the co-op runs. 308C.701 Authorization, Form, and Acceptance of Contributions Sets rules for the types of contributions members can make to the cooperative, including cash, property, and services. 308C.705 Restatement of Value of Previous Contributions Allows the cooperative to adjust the recorded value of past member contributions to reflect changes in value. 308C.711 Contribution Agreements Allows members to make binding agreements to contribute money or property to the cooperative in the future. 308C.715 Contribution Rights Agreements Allows cooperatives to create rights that let them require additional contributions from members in the future. 308C.721 Allocations and Distributions to Members Sets rules for how the cooperative divides up profits and losses among members. 308C.725 Allocations and Distributions to Occupant Members Sets special rules for how profits and losses are divided among occupant members in housing cooperatives. 308C.735 Distribution of Unclaimed Property Sets rules for distributing unclaimed property from the cooperative to the state. 308C.801 Merger and Consolidation Sets rules for merging two or more cooperatives into one, or consolidating them into a new cooperative. 308C.805 Merger of Subsidiary Allows a cooperative that owns most of a subsidiary to merge with it through a simplified process. 308C.835 Abandonment Allows the board to abandon a planned merger or consolidation before it is completed. 308C.901 Methods of Dissolution Lists the ways a cooperative can be dissolved, including voluntary, court-supervised, and involuntary dissolution. 308C.902 Voluntary Dissolution by Members Sets the process for members to vote to voluntarily dissolve the cooperative. 308C.903 Notice of Intent to Dissolve Requires the cooperative to file a notice with the state and notify creditors when it starts the dissolution process. 308C.905 Winding up Explains how the cooperative wraps up its business during dissolution, including paying debts and distributing remaining … 308C.911 Revocation of Dissolution Proceedings Allows a cooperative to cancel the dissolution process if members change their minds before it is complete. 308C.915 Statute of Limitations Sets time limits for filing lawsuits against a dissolved cooperative. 308C.921 Articles of Dissolution Requires the cooperative to file articles of dissolution with the state after completing the dissolution process. 308C.925 Application for Court-supervised Voluntary Dissolution Allows a cooperative to ask the court to supervise the dissolution process. 308C.931 Court-ordered Remedies or Dissolution Allows a court to order a cooperative dissolved if there is serious mismanagement or member oppression. 308C.935 Procedure Involuntary or Court-supervised Voluntary Dissolution Sets the court procedures for handling an involuntary or court-supervised dissolution. 308C.941 Receiver Qualifications and Powers Sets the qualifications and powers of a receiver appointed to handle a cooperative's dissolution. 308C.945 Dissolution Action by Attorney General; Administrative Dissolution Allows the attorney general to sue to dissolve a cooperative, or allows the state to dissolve one for failing to file … 308C.951 Filing Claims in Court-supervised Dissolution Proceedings Sets the process for creditors to file claims during a court-supervised dissolution. 308C.955 Discontinuance of Court-supervised Dissolution Proceedings Allows the court to stop a dissolution proceeding if the reasons for dissolving no longer exist. 308C.961 Court-supervised Dissolution Order Describes the court order that officially dissolves the cooperative and directs final distribution of assets. 308C.965 Filing Court's Dissolution Order Requires the court's dissolution order to be filed with the Secretary of State to officially end the cooperative. 308C.971 Barring of Claims Sets rules for barring old claims against a dissolved cooperative after proper notice is given. 308C.975 Right to Sue or Defend After Dissolution Allows a dissolved cooperative to sue or be sued for a limited time after dissolution.