2000 Minnesota Statutes

CHAPTER 301. Development corporations

  301.01 Repealed, 1981 c 270 s 142 

  301.02 Repealed, 1981 c 270 s 142 

  301.03 Repealed, 1981 c 270 s 142 

  301.04 Repealed, 1981 c 270 s 142 

  301.05 Repealed, 1981 c 270 s 142 

    301.06 Subdivision 1.  Repealed, 1981 c 270 s 142 

    Subd. 2.  Repealed, 1981 c 270 s 142 

    Subd. 3.  Repealed, 1981 c 270 s 142; 1982 c 496 s 
 11 

  301.07 Repealed, 1981 c 270 s 142; 1982 c 496 s 11 

    301.071 Subdivision 1.  Repealed, 1981 c 270 s 
 142; 1982 c 496 s 11 

    Subd. 2.  Repealed, 1981 c 270 s 142 

  301.08 Repealed, 1981 c 270 s 142 

  301.09 Repealed, 1981 c 270 s 142 

  301.095 Repealed, 1981 c 270 s 142 

  301.10 Repealed, 1981 c 270 s 142 

  301.11 Repealed, 1981 c 270 s 142 

  301.12 Repealed, 1981 c 270 s 142 

  301.13 Repealed, 1981 c 270 s 142 

  301.14 Repealed, 1981 c 270 s 142 

  301.15 Repealed, 1981 c 270 s 142 

  301.16 Repealed, 1981 c 270 s 142 

  301.17 Repealed, 1981 c 270 s 142 

  301.18 Repealed, 1981 c 270 s 142 

  301.19 Repealed, 1981 c 270 s 142 

  301.20 Repealed, 1981 c 270 s 142 

  301.21 Repealed, 1981 c 270 s 142 

  301.22 Repealed, 1981 c 270 s 142 

  301.23 Repealed, 1981 c 270 s 142 

  301.24 Repealed, 1981 c 270 s 142 

  301.25 Repealed, 1981 c 270 s 142 

  301.26 Repealed, 1981 c 270 s 142 

  301.27 Repealed, 1981 c 270 s 142 

  301.28 Repealed, 1981 c 270 s 142 

  301.29 Repealed, 1981 c 270 s 142 

  301.30 Repealed, 1981 c 270 s 142 

  301.31 Repealed, 1981 c 270 s 142 

  301.32 Repealed, 1981 c 270 s 142 

    301.33 Subdivision 1.  Repealed, 1981 c 270 s 142 

    Subd. 2.  Repealed, 1981 c 270 s 142 

    Subd. 3.  Repealed, 1981 c 270 s 142; 1982 c 496 s 
 11 

    Subd. 4.  Repealed, 1981 c 270 s 142 

  301.34 Repealed, 1981 c 270 s 142 

  301.35 Repealed, 1981 c 270 s 142 

  301.36 Repealed, 1981 c 270 s 142 

  301.37 Repealed, 1981 c 270 s 142 

  301.371 Repealed, 1981 c 270 s 142 

  301.38 Repealed, 1981 c 270 s 142 

  301.39 Repealed, 1981 c 270 s 142 

  301.40 Repealed, 1981 c 270 s 142 

  301.41 Repealed, 1981 c 270 s 142 

  301.42 Repealed, 1981 c 270 s 142 

  301.421 Repealed, 1981 c 270 s 142 

  301.43 Repealed, 1981 c 270 s 142 

  301.44 Repealed, 1981 c 270 s 142 

  301.45 Repealed, 1981 c 270 s 142 

  301.46 Repealed, 1981 c 270 s 142 

  301.47 Repealed, 1981 c 270 s 142 

  301.48 Repealed, 1981 c 270 s 142 

  301.481 Renumbered 308.341 

  301.49 Repealed, 1981 c 270 s 142 

  301.50 Repealed, 1981 c 270 s 142 

  301.51 Repealed, 1981 c 270 s 142 

  301.511 Repealed, 1981 c 270 s 142 

  301.52 Repealed, 1981 c 270 s 142 

  301.53 Repealed, 1981 c 270 s 142 

  301.54 Repealed, 1981 c 270 s 142 

  301.55 Repealed, 1981 c 270 s 142 

  301.56 Repealed, 1981 c 270 s 142 

  301.563 Repealed, 1951 c 550 s 78; 1981 c 270 s 142 

  301.57 Repealed, 1981 c 270 s 142 

  301.58 Repealed, 1981 c 270 s 142 

  301.59 Repealed, 1981 c 270 s 142 

  301.60 Repealed, 1981 c 270 s 142 

  301.61 Repealed, 1981 c 270 s 142 

  301.62 Repealed, 1981 c 270 s 142 

  301.63 Repealed, 1981 c 270 s 142 

  301.64 Repealed, 1981 c 270 s 142 

  301.65 Repealed, 1981 c 270 s 142 

  301.66 Repealed, 1981 c 270 s 142 

  301.67 Repealed, 1981 c 270 s 142 

     301.71 Development corporations.  

    Subdivision 1.  Any three or more natural persons who are 
 residents of this state may form a development corporation by 
 complying with the conditions prescribed in sections 301.71 to 
 301.84.  

    Subd. 2.  They subscribe and acknowledge a certificate 
 specifying: 

    (1) The name, the general nature of its business, and the 
 principal place of transacting its business.  The name shall 
 distinguish the corporation from all other corporations 
 authorized to do business in the state, and shall contain the 
 words "Development Corporation".  

    (2) The period of its duration, which may be limited or 
 perpetual.  

    (3) The name and residence of each incorporator.  

    (4) The names and addresses of those composing this board 
 until the first election.  

    (5) The highest amount of indebtedness or liability to 
 which the corporation shall be subject.  

    Subd. 3.  The certificate may contain any other lawful 
 provision defining and regulating the powers and business of the 
 corporation, its officers, directors, members, and stockholders. 

    HIST: 1957 c 896 s 1; 1967 c 619 s 1 

     301.72 Purposes.  

    The purpose of the corporation is to assist, encourage and 
 through the cooperative efforts of the institutions and 
 corporations which, from time to time become members thereof, 
 develop and advance the business prosperity and economic welfare 
 of this state; to encourage and assist in the location of new 
 business and industry in this state and to rehabilitate existing 
 business and industry; to stimulate and assist in the expansion 
 of all kinds of business activity which will tend to promote the 
 business development and maintain the economic stability of this 
 state, and provide maximum opportunities for employment; to 
 cooperate and act in conjunction with other organizations, 
 public or private, the objects of which are the promotion and 
 advancement of industrial, commercial, agricultural and 
 recreational developments in this state; and to furnish money 
 and credit to approved and deserving applicants, for the 
 promotion, development and conduct of all kinds of business 
 activity in this state, thereby establishing a source of credit 
 not otherwise readily available therefor.  

    HIST: 1957 c 896 s 2 

     301.73 Certificate. 

    The certificate of the corporation shall be filed for 
 record with the secretary of state.  Upon finding that the 
 certificate conforms to law, has endorsed thereon the approval 
 of the commissioner of commerce, and that the required fee has 
 been paid, the secretary of state shall record the same and 
 certify that fact thereon.  After such recordation the 
 certificate shall be filed for record with the county recorder 
 of the county of the principal place of business, as specified 
 in the certificate. 

    HIST: 1957 c 896 s 3; 1976 c 181 s 2; 1983 c 289 s 114 subd 1; 
 1984 c 655 art 1 s 92; 1986 c 444 

     301.74 Publication of certificate.  

    Every such certificate of incorporation shall be published 
 in a qualified newspaper in the county of such principal place 
 of business for two successive days in a daily, or for two 
 successive weeks in a weekly, newspaper.  Upon filing with the 
 secretary of state proof of such publication, its corporate 
 organization shall be complete.  

    HIST: 1957 c 896 s 4 

     301.75 Additional powers. 

    In addition to the powers enumerated in section 300.08, 
 subdivision 1, the corporation may: 

    (a) Borrow money and otherwise incur indebtedness for any 
 of the purposes of the corporation; to issue its bonds, 
 debentures, notes or other evidences of indebtedness, whether 
 secured or unsecured, therefore and to secure the same by 
 mortgage, pledge, deed or trust or other lien on its property, 
 franchises, rights and privileges of every kind and nature or 
 any part thereof. 

    (b) Lend money to, and to guarantee, endorse, or act as 
 surety on the bonds, notes, contracts or other obligations of, 
 or otherwise assist financially, any person, firm, corporation 
 or association, and to establish and regulate the terms and 
 conditions with respect to any such loans or financial 
 assistance and the charges for interest and service connected 
 therewith. 

    (c) Purchase, receive, hold, lease, or otherwise acquire, 
 and to sell, convey, mortgage, lease, pledge, or otherwise 
 dispose of, upon such terms and conditions as the board of 
 directors may deem advisable, real and personal property, 
 together with such rights and privileges as may be incidental 
 and appurtenant thereto and the use thereof, including, but not 
 restricted to, any real or personal property acquired by the 
 corporation from time to time in the satisfaction of debts or 
 enforcement of obligations. 

    (d) Acquire, by purchase or otherwise, the good will, 
 business, rights, real and personal property and other assets, 
 or any part thereof, of such persons, firms, corporations, joint 
 stock companies, associations or trusts as may be in furtherance 
 of the corporate purposes provided herein, and to assume, 
 undertake, guarantee or pay the obligations, debts and 
 liabilities of any such person, firm, corporation, joint stock 
 company, association or trust; to acquire improved or unimproved 
 real estate for the purpose of constructing industrial plants or 
 other business establishments thereon or for the purpose of 
 disposing of such real estate to others for the construction of 
 industrial plants or other business establishments, and, in 
 furtherance of the corporate purposes provided herein, to 
 acquire, construct or reconstruct, alter, repair, maintain, 
 operate, sell, lease, or otherwise dispose of industrial plants 
 or business establishments. 

    (e) Acquire, subscribe for, own, hold, sell, assign, 
 transfer, mortgage, pledge or otherwise dispose of the stock, 
 shares, bonds, debentures, notes or other securities and 
 evidences of interest in, or indebtedness of, any person, firm, 
 corporation, joint stock company, association or trust, and, 
 while the owner or holder thereof, to exercise all the rights, 
 powers and privileges of ownership, including the right to vote 
 thereon. 

    (f) Cooperate with and avail itself of the facilities of 
 the commissioner of trade and economic development and any 
 similar governmental agencies; and to cooperate with and assist, 
 and otherwise encourage, local organizations in the various 
 communities of the state the purpose of which shall be the 
 promotion, assistance, and development of the business 
 prosperity and economic welfare of such communities and of this 
 state. 

    HIST: 1957 c 896 s 5; 1967 c 299 s 9; 1981 c 356 s 196; 1983 c 
 289 s 115 subd 1; 1987 c 312 art 1 s 26 subd 2 

     301.76 Capital stock.  

    The capital stock of the corporation shall be 20,000 shares 
 of no par value, which shall be issued for $50 per share in 
 cash.  At least 25 percent of the capital stock shall be paid 
 into the treasury of the corporation in cash before the 
 corporation may transact any business other than such as relates 
 to its organization.  

    HIST: 1957 c 896 s 6 

     301.77 Directors. 

    Subdivision 1.  All the corporate powers of the corporation 
 shall be exercised by a board of not less than eight elected 
 directors (but the number of elected directors shall always be 
 an even number) who shall be residents of Minnesota and, except 
 in the case of the first board, representative of the various 
 sections of the state as determined in the bylaws.  The 
 commissioner of trade and economic development shall be, ex 
 officio, a director with all the authority but without the 
 liability as such, except for gross negligence or willful 
 misconduct.  The number of directors and their term of office 
 shall be determined in the bylaws.  If any vacancy occurs in the 
 board of directors through death, resignation, or otherwise, the 
 remaining directors may elect a person to fill the vacancy until 
 the next annual meeting of the corporation. 

    Subd. 2.  The first board of directors shall adopt bylaws, 
 which remain effective until amended or repealed by action of a 
 subsequent board. 

    Subd. 3.  The first annual meeting shall be held at a date 
 to be fixed by the board of directors as soon as reasonably 
 possible after a minimum of 25 percent of the capital stock of 
 the corporation shall have been paid into its treasury.  The 
 annual meeting shall be called in the manner provided by the 
 bylaws.  At the first annual meeting, and at each annual meeting 
 thereafter, a majority of the elected directors shall be elected 
 by a vote of the nonstockholder members of the corporation 
 hereinafter provided for, and the remaining elected directors 
 shall be elected by a vote of the stockholder members.  The 
 stockholder members shall have one vote for each share of 
 stock.  The nonstockholder members shall each have one vote, and 
 each nonstockholder member having a loan limit as herein defined 
 of more than $10,000 shall have one additional vote in such 
 election. 

    HIST: 1957 c 896 s 7; 1976 c 2 s 122; 1981 c 356 s 197; 1983 c 
 289 s 115 subd 1; 1987 c 312 art 1 s 26 subd 2 

     301.78 Nonstockholder members. 

    The nonstockholder members of the corporation shall consist 
 of such national or state banks, savings banks, savings 
 associations, trust companies, stock or mutual insurance 
 companies and other financial institutions as may make 
 application for membership in said corporation, and membership 
 shall become effective upon the acceptance of such application 
 by the board of directors.  Each such member of the corporation 
 shall lend money to the corporation as and when called upon by 
 it to do so on such terms and other conditions as shall be 
 approved from time to time by a majority of the directors.  The 
 total amount of loans by any member at any one time shall not 
 exceed the following limit, to be determined as of the time such 
 member becomes a member (on the basis of the balance sheet of 
 such member at the close of its preceding fiscal year, certified 
 by its proper officers):  2-1/2 percent of the capital and 
 surplus of commercial banks and trust companies; 2-1/2 percent 
 of one-half of the total surplus accounts of savings banks; 
 2-1/2 percent of the guaranty funds, surplus and undivided 
 profits of savings associations and 2-1/2 percent of the capital 
 and surplus of stock insurance companies; 2-1/2 percent of the 
 guaranty funds or of the surplus, whichever is applicable, of 
 mutual insurance companies and comparable limits approved by the 
 board of directors of the corporation for other banking, 
 financing and insurance companies and related corporations, 
 partnerships, foundations, and other institutions. All loan 
 limits shall be established at the thousand dollar amount 
 nearest to the amount computed in accordance with the aforesaid 
 percentages.  All calls of funds which nonstockholder members 
 are committed to lend to the corporation shall be prorated by 
 the corporation among the nonstockholder members in the same 
 proportion that the individual lines of credit bear to the 
 aggregate lines of credit.  Upon 60 days' written notice, a 
 member of the corporation may withdraw from membership in the 
 corporation at the expiration date of such notice, and after 
 said expiration date shall be free of obligations hereunder 
 except those accrued prior to said expiration date.  

    HIST: 1957 c 896 s 8; 1995 c 202 art 1 s 25 

     301.79 Earned surplus.  

    The corporation shall set apart as an earned surplus all of 
 its net earnings in each and every year until such earned 
 surplus shall equal the total of the paid-in capital.  Said 
 earned surplus shall be held in cash or invested in United 
 States Government bonds, and shall be kept and used to meet 
 losses and contingencies of the corporation.  Whenever the 
 amount of the earned surplus becomes impaired, it shall be 
 restored to the required amount in the manner provided for its 
 original accumulation.  

    HIST: 1957 c 896 s 9 

     301.80 Limitations on obligations.  

    At no time shall the total obligations of the corporation 
 exceed ten times the amount of the paid-in capital and surplus, 
 not including earned surplus.  

    HIST: 1957 c 896 s 10 

     301.81 Deposit of funds.  

    The corporation shall not deposit any of its funds in any 
 banking institution unless such institution has been designated 
 as a depository by a vote of a majority of the directors, 
 exclusive of any director who is an officer or director of the 
 depository so designated.  The corporation shall not receive 
 money on deposit.  No loans shall be made directly or indirectly 
 to any officer of the corporation or to any firm of which such 
 officer is a member, or officer.  

    HIST: 1957 c 896 s 11 

     301.82 Supervision and examination. 

    The corporation is subject to the supervision of and 
 examination by the commissioner of commerce in the manner 
 provided by section 46.04.  The corporation shall pay the actual 
 expenses of the examination as fixed by the commissioner.  The 
 corporation shall make such reports of its condition to the 
 commissioner as may be prescribed by the commissioner. 

    HIST: 1957 c 896 s 12; 1983 c 289 s 114 subd 1; 1984 c 655 art 
 1 s 92; 1986 c 444 

     301.83 Rights of holders of capital stock.  

    The holders of capital stock as such shall have no 
 preemptive or preferential right to purchase or subscribe for 
 any part of the unissued capital stock of the corporation of any 
 class or for any new issue of stock of any class, whether now or 
 hereafter authorized or issued, or to purchase or subscribe for 
 any bonds or other obligations, whether or not convertible into 
 stock of any class of the corporation, now or hereafter 
 authorized or issued.  

    HIST: 1957 c 896 s 13 

     301.84 Obligations are legal investments for members. 

    Notwithstanding any other statute, the notes or other 
 interest-bearing obligations of any corporation organized under 
 sections 301.71 to 301.84, issued in accordance with sections 
 301.71 to 301.84 and the articles of incorporation and the 
 bylaws of the corporation shall be legal investments for any 
 banks, savings banks, savings associations, trust companies, 
 stock or mutual insurance companies or other financial 
 institutions which become members of the corporation. 

    HIST: 1957 c 896 s 14; 1995 c 202 art 1 s 25