Authorizing and providing for businesses to organize as cooperative associations ARTICLE 1 � MINNESOTA COOPERATIVE ASSOCIATIONS ACT Citing the statutory as the "Minnesota Cooperative Associations Act";+ defining certain terms GENERAL PROVISIONSReserving the right of the state to amend or repeal the provisions +and subjecting cooperatives organized or governed by the chapter to the +right; setting a fee for the filing of documents with the secretary of +state; specifying certain cooperative registered offices and agents +establishment and maintenance requirements and providing for changes, specifying +certain statement filing requirements; requiring and providing for periodic registration, filing requirements, requiring secretary of state +dissolution of cooperatives failing to file and providing for reinstatement; +providing for legal recognition of electronic records and signatures, defining +electronic record and electronic signature; requiring and providing for the +issuance of certificates of authority to transact business to foreign +cooperatives, requiring biennial registration and providing for withdrawal from the+ state, imposing certain liability and a civil penalty for transaction of +business without a certificate, authorizing certain attorney general actions +and providing for the service of process ORGANIZATIONSpecifying the allowable organizational purposes for the formation of cooperatives and the qualifications and role of organizers; +specifying certain distinguishing name requirements and certain requirements for the +articles of organization and for amendment of the articles and organizational +documents, providing for the filing of curative documents, fee; providing for +existence, duration and bylaws of the cooperatives; specifying certain +recordkeeping requirements and providing for powers; authorizing and providing for agricultural product marketing contracts DIRECTORS AND BOARDSRequiring and providing for the governance of cooperatives by and for+ the election of boards of directors, for the filling of director +vacancies and for the removal of directors and regulating meetings; requiring the +boards to establish audit committees to review financial information and +accounting reports of cooperatives and authorizing and providing for the +establishment of certain other committees; imposing a standard of conduct on directors+ and regulating certain conflicts of interest; providing for and +restricting director personal liability limits and providing for indemnification +of certain persons; specifying certain officer election requirements MEMBERSRegulating the membership of cooperatives and granting members +certain rights relating to the inspection of records; exempting members from +personal liability for debts of cooperatives; specifying certain meeting +requirements, facilitating remote communications; providing for member voting +rights and regulating the designation of proxies; regulating the sale of +property and assetsMEMBERSHIP INTERESTS Regulating and providing for the issuance, transfer or sale and +certification of membership interests and providing for the assignment of member +financial rights CONTRIBUTIONS, ALLOCATIONS AND DISTRIBUTIONS Authorizing and providing for the acceptance of contributions and +specifying certain requirements for contribution and contribution rights +agreements; regulating allocations and distributions to members; providing for +member control agreements and for the distribution of unclaimed property MERGERAuthorizing and providing for merger and consolidation of +cooperatives, specifying certain plan requirements and providing for effect; +specifying certain requirements for mergers of subsidiaries; providing for +abandonment of mergers DISSOLUTIONRegulating and prescribing a procedure for the dissolution of +cooperatives, specifying certain articles requirements and providing for court +supervision and for court ordered relief; specifying the qualifications and +powers of receivers, certain duties of the attorney general and certain +dissolution order filing requirements; barring certain claims ARTICLE 2 � SECURITIES; CROSS REFERENCESExpanding exemptions from the definition of sale or sell for +securities regulation purposes to dividends on equity distributed by +cooperatives and making certain cross references for securities regulation exemption +purposes; exempting offers and sales of securities by cooperatives from +securities registration requirements under certain conditions; authorizing and +providing for the merger of domestic limited liability companies with domestic cooperatives, defining domestic cooperative, specifying certain +limits and providing for abandonment (Ch. 105, 2003)