2006 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301.01 [Repealed, 1981 c 270 s 142]

301.02 [Repealed, 1981 c 270 s 142]

301.03 [Repealed, 1981 c 270 s 142]

301.04 [Repealed, 1981 c 270 s 142]

301.05 [Repealed, 1981 c 270 s 142]

    Subdivision 1.[Repealed, 1981 c 270 s 142]
    Subd. 2.[Repealed, 1981 c 270 s 142]
    Subd. 3.[Repealed, 1981 c 270 s 142; 1982 c 496 s 11]

301.07 [Repealed, 1981 c 270 s 142; 1982 c 496 s 11]

    Subdivision 1.[Repealed, 1981 c 270 s 142; 1982 c 496 s 11]
    Subd. 2.[Repealed, 1981 c 270 s 142]

301.08 [Repealed, 1981 c 270 s 142]

301.09 [Repealed, 1981 c 270 s 142]

301.095 [Repealed, 1981 c 270 s 142]

301.10 [Repealed, 1981 c 270 s 142]

301.11 [Repealed, 1981 c 270 s 142]

301.12 [Repealed, 1981 c 270 s 142]

301.13 [Repealed, 1981 c 270 s 142]

301.14 [Repealed, 1981 c 270 s 142]

301.15 [Repealed, 1981 c 270 s 142]

301.16 [Repealed, 1981 c 270 s 142]

301.17 [Repealed, 1981 c 270 s 142]

301.18 [Repealed, 1981 c 270 s 142]

301.19 [Repealed, 1981 c 270 s 142]

301.20 [Repealed, 1981 c 270 s 142]

301.21 [Repealed, 1981 c 270 s 142]

301.22 [Repealed, 1981 c 270 s 142]

301.23 [Repealed, 1981 c 270 s 142]

301.24 [Repealed, 1981 c 270 s 142]

301.25 [Repealed, 1981 c 270 s 142]

301.26 [Repealed, 1981 c 270 s 142]

301.27 [Repealed, 1981 c 270 s 142]

301.28 [Repealed, 1981 c 270 s 142]

301.29 [Repealed, 1981 c 270 s 142]

301.30 [Repealed, 1981 c 270 s 142]

301.31 [Repealed, 1981 c 270 s 142]

301.32 [Repealed, 1981 c 270 s 142]

    Subdivision 1.[Repealed, 1981 c 270 s 142]
    Subd. 2.[Repealed, 1981 c 270 s 142]
    Subd. 3.[Repealed, 1981 c 270 s 142; 1982 c 496 s 11]
    Subd. 4.[Repealed, 1981 c 270 s 142]

301.34 [Repealed, 1981 c 270 s 142]

301.35 [Repealed, 1981 c 270 s 142]

301.36 [Repealed, 1981 c 270 s 142]

301.37 [Repealed, 1981 c 270 s 142]

301.371 [Repealed, 1981 c 270 s 142]

301.38 [Repealed, 1981 c 270 s 142]

301.39 [Repealed, 1981 c 270 s 142]

301.40 [Repealed, 1981 c 270 s 142]

301.41 [Repealed, 1981 c 270 s 142]

301.42 [Repealed, 1981 c 270 s 142]

301.421 [Repealed, 1981 c 270 s 142]

301.43 [Repealed, 1981 c 270 s 142]

301.44 [Repealed, 1981 c 270 s 142]

301.45 [Repealed, 1981 c 270 s 142]

301.46 [Repealed, 1981 c 270 s 142]

301.47 [Repealed, 1981 c 270 s 142]

301.48 [Repealed, 1981 c 270 s 142]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301.49 [Repealed, 1981 c 270 s 142]

301.50 [Repealed, 1981 c 270 s 142]

301.51 [Repealed, 1981 c 270 s 142]

301.511 [Repealed, 1981 c 270 s 142]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. Formation. 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. Certificate; required information. 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. Certificate; other information. The certificate may contain any other lawful
provision defining and regulating the powers and business of the corporation, its officers,
directors, members, and stockholders.
History: 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.
History: 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.
History: 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.
History: 1957 c 896 s 4

301.75 ADDITIONAL POWERS.
    Subdivision 1. General powers. (a) A corporation formed under the provisions of this
chapter may:
(1) be known by its corporate name for the time stated in its certificate of incorporation;
(2) sue and be sued in any court;
(3) have, use, and alter a common seal;
(4) acquire, by purchase or otherwise, and hold, enjoy, improve, lease, encumber, and
convey all real and personal property necessary for the purposes of its organization, subject to
the limitations hereafter declared;
(5) elect or appoint in any manner it determines all necessary or proper officers, agents,
boards, and committees, to fix their compensation, and to define their powers and duties;
(6) make and amend consistently with law bylaws providing for the management of its
property and the regulation and government of its affairs; and
(7) wind up and liquidate its business in the manner provided by law.
(b) A corporation formed under this chapter shall indemnify those persons identified in
section 302A.521 against certain expenses and liabilities only as provided in section 302A.521
and may indemnify other persons.
    Subd. 2. Additional powers. In addition to the powers in 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 employment
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.
History: 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; 1Sp2003 c 4 s 1; 2005 c 69 art 3 s 20

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.
History: 1957 c 896 s 6

301.77 DIRECTORS.
    Subdivision 1. Membership. 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 employment 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. First board to adopt bylaws. The first board of directors shall adopt bylaws, which
remain effective until amended or repealed by action of a subsequent board.
    Subd. 3. First annual meeting. 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.
History: 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; 1Sp2003 c 4 s 1

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