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Office of the Revisor of Statutes

Key: (1) language to be deleted (2) new language

                            CHAPTER 150-H.F.No. 1082 
                  An act relating to cooperatives; permitting certain 
                  optional voting systems for cooperatives that have 
                  other cooperatives as members; amending Minnesota 
                  Statutes 1994, sections 308A.131, subdivision 1; 
                  308A.635, subdivision 1; and 308A.641. 
        BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
           Section 1.  Minnesota Statutes 1994, section 308A.131, 
        subdivision 1, is amended to read: 
           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 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.  
           Sec. 2.  Minnesota Statutes 1994, section 308A.635, 
        subdivision 1, is amended to read: 
           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.  
           Sec. 3.  Minnesota Statutes 1994, section 308A.641, is 
        amended to read: 
           308A.641 [VOTE OF COOPERATIVE 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's 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). 
           Sec. 4.  [EFFECTIVE DATE.] 
           Sections 1 to 3 are effective the day following final 
        enactment. 
           Presented to the governor May 9, 1995 
           Signed by the governor May 10, 1995, 10:34 a.m.