1998 Minnesota Statutes

     515B.2-121 Master associations. 

    (a) A master association formed after June 1, 1994, shall 
 be organized as a Minnesota profit, nonprofit, cooperative or 
 municipal corporation.  A master association shall be 
 incorporated prior to the delegation to it of any powers under 
 this chapter. 

    (b) The members of the master association shall be any 
 combination of (i) unit owners of one or more common interest 
 communities, (ii) one or more associations, (iii) one or more 
 master associations, or (iv) owners or property owners 
 associations not subject to this chapter in combination with any 
 other category of member.  An association or its members may be 
 members of an entity created before June 1, 1994, which performs 
 functions similar to those performed by a master association 
 regardless of whether the entity is subject to this chapter. 

    (c) If so provided in the declaration, any of the powers 
 described in section 515B.3-102 may be delegated to and 
 exercised by a master association, and the master association 
 shall have all powers referred to elsewhere in this chapter 
 which may be necessary or incidental to the exercise of the 
 delegated powers.  However, a master association may exercise 
 the powers set forth in section 515B.3-102(a)(2) only to the 
 extent expressly permitted in the declarations of the common 
 interest communities, and the declarations or bylaws of other 
 master associations, which are intended to be subject to those 
 powers and which are members of the master association, or whose 
 members or associations are members of the master association. 

    (d) The powers may be delegated to a master association by 
 the declaration, or by the board pursuant to authority granted 
 in the declaration.  If any delegation of powers may be made at 
 the discretion of the board, the board of the master association 
 shall have authority to determine whether the delegation of 
 powers is authorized by, and consistent with the intent of, the 
 declaration of the common interest community whose association's 
 powers are being delegated and the organizational documents of 
 the master association, and shall have authority to refuse any 
 improper delegation of powers. 

    (e) If a board properly delegates powers to a master 
 association, the members of the board have no liability for the 
 acts or omissions of the master association with respect to the 
 delegated powers following delegation, except those arising out 
 of their actions as officers or directors of the master 
 association. 

    (f) Sections 515B.3-103, 515B.3-108, 515B.3-109, 
 515B.3-110, and 515B.3-112 shall apply in the conduct of the 
 affairs of a master association; provided, that the rights of 
 voting, notice and other rights enumerated in those sections 
 apply only to persons who elect the board of a master 
 association, whether or not those persons are otherwise unit 
 owners within the meaning of this chapter. 

    (g) The bylaws of the master association may provide for a 
 control period during which the members of the master 
 association board may be appointed by a person, identified in 
 the master association's bylaws, other than the members of the 
 master association.  The control period may extend from the date 
 of filing of the articles of incorporation of the master 
 association, and shall terminate upon the earlier of (i) 
 surrender of control by the person authorized to appoint the 
 members of the master association board or (ii) 60 days after 
 conveyance of 75 percent of the units contained in all common 
 interest communities subject to the master association to unit 
 owners other than a declarant or an affiliate of a declarant of 
 those common interest communities, subject to the following: 

    (1) Not later than 60 days after conveyance of 50 percent 
 of the units that may be created to unit owners other than a 
 declarant or an affiliate of a declarant, a meeting of the 
 members of the master association shall be held at which not 
 less than 33-1/3 percent of the members of the master 
 association board shall be elected by persons entitled to elect 
 said board other than a declarant or an affiliate of a declarant.

    (2) Not later than the termination of the control period, 
 those members of the master association entitled to elect the 
 master association board shall elect a master association board 
 of at least three members.  Thereafter, a majority of the 
 directors of the master association board shall be members of 
 the master association other than a declarant or an affiliate of 
 a declarant.  The remaining directors need not be members of the 
 master association, unless required by the articles of 
 incorporation or bylaws of the master association.  The master 
 association board shall elect the officers of the master 
 association.  The directors and officers shall take office upon 
 election. 

    (3) In determining whether the control period has 
 terminated under subsection (h), or whether members other than a 
 declarant or an affiliate of a declarant are entitled to elect 
 members of the master board, the percentage of units which has 
 been conveyed shall be calculated based upon the assumption that 
 all units which a declarant or declarants have built or reserved 
 the right to build in all common interest communities which may 
 be subject to the master association are subjected to the master 
 association. 

    (h) The declaration or bylaws of the master association, 
 and the declaration of each common interest community whose 
 association's powers are delegated to the association, shall 
 provide that after the expiration of the control period referred 
 to in subsection (g) the board of the master association shall 
 be elected by the members of the master association.  The system 
 of election shall be fair and equitable, and shall take into 
 account the number of members of each association any of whose 
 powers are delegated to the master association, the needs of the 
 members of the master association, the allocation of liability 
 for master association common expenses and the types of common 
 interest communities and other real estate subject to the master 
 association. 

    (i) Master association common expenses shall be allocated 
 among the members of the master association in a fair and 
 equitable manner.  Where applicable and appropriate, the 
 formulas and principles described in section 515B.2-108 (b), 
 (c), (d) and (e) should be utilized in making the allocations.  
 The formulas and procedures governing the allocation and 
 assessment of master association common expenses shall be set 
 forth in the declaration or bylaws of the master association, 
 and shall be consistent with the declarations of the common 
 interest communities which may be subject to the master 
 association. 

    (j) If a master association owns or controls real estate 
 which is subject to use rights by members of the master 
 association, an instrument describing the use rights, and the 
 benefited land and parties, shall be recorded against the real 
 estate. 

    (k) A master association shall not be used, directly or 
 indirectly, to avoid or nullify any warranties or other 
 obligations for which a declarant of a common interest community 
 subject to the master association is responsible. 

    HIST: 1993 c 222 art 2 s 21