2007 Minnesota Statutes

CHAPTER 308A. COOPERATIVES

308A.001 CITATION.
This chapter may be cited as the "Minnesota Cooperative Law."
History: 1989 c 144 art 1 s 1

308A.005 DEFINITIONS.
    Subdivision 1. Applicability. The definitions in this section apply to this chapter.
    Subd. 1a. Address. "Address" means mailing address, including a zip code. In the case of
a registered address, the term means the mailing address and the actual office location, which
may not be a post office box.
    Subd. 2. Articles. "Articles" means the articles of incorporation of a cooperative as
originally filed and amended.
    Subd. 3. Association. "Association" means an organization conducting business on a
cooperative plan that is incorporated under other laws of this state or another state.
    Subd. 4. Board. "Board" means the board of directors of a cooperative.
    Subd. 5. Cooperative. "Cooperative" means an association conducting business on a
cooperative plan that is organized under this chapter or is subject to this chapter.
    Subd. 6. Corporation. "Corporation" means a company, limited liability company, whether
domestic or foreign, association, or body vested with a corporate power or function.
    Subd. 7. Domestic corporation. "Domestic corporation" means a corporation organized
under the laws of this state.
    Subd. 7a. Filed with the secretary of state. "Filed with the secretary of state" means that a
document meeting the applicable requirements of this chapter, signed and accompanied by the
required filing fee, has been delivered to the secretary of state of this state. The secretary of state
shall endorse on the document the word "Filed" and the month, day, and year of filing, record
the document in the Office of the Secretary of State, and return a document to the person who
delivered it for filing.
    Subd. 8. Foreign corporation. "Foreign corporation" means a corporation that is not a
domestic corporation.
    Subd. 8a. Health care cooperative. "Health care cooperative" has the meaning given in
section 62R.04, subdivision 2.
    Subd. 9. Member. "Member" means a member or a stockholder of a cooperative who is
entitled to vote.
    Subd. 10. Members' meeting. "Members' meeting" means a regular or special members'
meeting.
    Subd. 10a. Signed. (a) "Signed" means that the signature of a person has been written on
a document, as provided in section 645.44, subdivision 14, and, with respect to a document
required by this chapter to be filed with the secretary of state, means that the document has been
signed by a person authorized to do so by this chapter, the articles or bylaws, or by a resolution
approved by the directors or the members.
(b) A signature on a document may be a facsimile affixed, engraved, printed, placed,
stamped with indelible ink, transmitted by facsimile or electronically, or in any other manner
reproduced on the document.
    Subd. 11. Stockholder. "Stockholder" means the holder of a share of common stock of
a cooperative.
History: 1989 c 144 art 1 s 2; 1992 c 517 art 1 s 17; 1994 c 625 art 11 s 9; 1997 c 10
art 4 s 1,2; 1997 c 137 s 9

GENERAL PROVISIONS

308A.011 USE OF TERM COOPERATIVE RESTRICTED.
    Subdivision 1. Only business subject to this chapter may use term cooperative. (a) A
corporation or association organized in this state may not use the term "cooperative" as part of its
corporate or business name or title, or to represent itself as a cooperative, unless the corporation
or association has complied with and is subject to this chapter or has incorporated under other
laws of this state authorizing incorporation of business on a cooperative plan.
(b) A cooperative formed pursuant to chapter 515B is subject to this chapter, except that in
the event of a conflict between chapter 515B and this chapter, chapter 515B is controlling.
    Subd. 2. Penalty for misuse of term cooperative. A corporation or association is guilty of
a misdemeanor that violates subdivision 1.
History: 1989 c 144 art 1 s 3; 1993 c 222 art 5 s 1

308A.015 RESERVATION OF RIGHT.
The state reserves the right to amend or repeal the provisions of this chapter by law. A
cooperative incorporated or governed by this chapter is subject to this reserved right.
History: 1989 c 144 art 3 s 1

308A.021 FILING FEE.
Unless otherwise provided, the filing fee for documents filed with the secretary of state is $35.
History: 1989 c 144 art 1 s 4; 1989 c 335 art 1 s 201

308A.025 REGISTERED OFFICE.
    Subdivision 1. Registered office. A cooperative must continuously maintain a registered
office in this state. A registered office need not be the same as the principal place of business of
the cooperative.
    Subd. 2. Registered agent. A cooperative may designate a registered agent. The registered
agent may be a natural person residing in this state, a domestic corporation, or a foreign
corporation authorized to transact business in this state. The registered agent must maintain an
office that is identical with the registered office.
    Subd. 3. Designation or change of registered office or registered agent. A cooperative may
designate or change its registered office, designate or change its registered agent, or state a change
in the name of its registered agent, by filing a statement with the secretary of state containing:
(1) the name of the cooperative;
(2) the new address of the cooperative's registered office;
(3) the name of the cooperative's registered agent, if any;
(4) a statement that the address of its registered office and the address of the office of its
registered agent, as changed, will be identical; and
(5) a statement that the change of registered office or registered agent was authorized by a
resolution approved by the affirmative vote of a majority of the board.
    Subd. 4. Resignation of agent. A registered agent of a cooperative may resign by filing with
the secretary of state a signed written notice of resignation, including a statement that a signed
copy of the notice has been given to the cooperative at its principal place of business or to a
legal representative of the cooperative. The appointment of the agent terminates 30 days after
the notice is filed with the secretary of state.
    Subd. 5. Change of address or name of agent. If the address or name of a registered agent
changes, the agent must change the address of the registered office or the name of the registered
agent of the cooperative represented by the agent by filing with the secretary of state the statement
required in subdivision 3, except that the statement need only be signed by the registered agent,
need not be responsive to subdivision 3, clause (5), but must state that a copy of the statement has
been mailed to the cooperative or to the legal representative of the cooperative.
History: 1989 c 144 art 3 s 2

308A.031 [Repealed, 2000 c 379 s 3]

ORGANIZATION

308A.101 ORGANIZATIONAL PURPOSE.
    Subdivision 1. General purpose. A cooperative may be formed and incorporated on a
cooperative plan for the purpose of conducting an agricultural, dairy, marketing, transportation,
warehousing, commission, contracting, building, mining, telephone, manufacturing, mechanical,
mercantile, electrical, heat, light, or power business, or for any combination of these purposes or
for any other lawful purpose.
    Subd. 2. Electric cooperative purpose. An electric cooperative may only be formed by
cooperatives engaged in the generation, transmission, and distribution of electric energy for the
purpose of financing, or refinancing, the construction, improvement, expansion, acquisition, and
operation of electric generating plants and electric transmission and distribution lines, systems,
facilities and equipment and related facilities of its members.
    Subd. 3. Water quality cooperative purpose. A water quality cooperative may only be
formed by a cooperative engaged in furnishing potable water or water quality treatment and
management services, as defined in section 115.58, subdivision 1, paragraph (e), for the purpose
of financing or refinancing the construction, improvement, expansion, acquisition, operation,
and maintenance of treatment works, sewage systems, storm sewer facilities, water pipelines,
and related facilities of its members.
History: 1989 c 144 art 1 s 6; 1997 c 216 s 128

308A.105 INCORPORATORS.
A cooperative may be organized by one or more incorporators, who may act for themselves
as individuals or as the agents of other cooperatives or associations.
History: 1989 c 144 art 1 s 7

308A.121 COOPERATIVE NAME.
    Subdivision 1. Name. The name of a cooperative must distinguish the cooperative upon the
records in the Office of the Secretary of State from the name of a domestic corporation, whether
profit or nonprofit, or a limited partnership, or a foreign corporation or a limited partnership
authorized or registered to do business in this state, whether profit or nonprofit, a limited liability
company, whether domestic or foreign, a limited liability partnership, whether domestic or
foreign, or a name the right to which is, at the time of incorporation, reserved or provided for in
sections 302A.117, 317A.117, 321.0109, 322B.125, or 333.001 to 333.54.
    Subd. 2. Name reserved. The cooperative name shall be reserved for the cooperative during
its corporate existence.
    Subd. 3. Contest of registration of name. A person doing business in this state may contest
the subsequent registration of a name with the Office of the Secretary of State as provided
in section 5.22.
History: 1989 c 144 art 1 s 8; 1989 c 292 s 8,9; 1992 c 517 art 1 s 18; 1995 c 128 art 2 s
2; 2004 c 199 art 13 s 111

308A.125 STOCK AND NONSTOCK ORGANIZATION.
    Subdivision 1. Stock and nonstock cooperatives have same authority. Cooperatives
organized on a capital stock basis may be organized and have the same powers and authority as
cooperatives organized without capital stock on a membership basis.
    Subd. 2. Capital stock organization. A cooperative is organized on a capital stock basis if
holding shares of common stock entitles the holder of the stock to vote.
    Subd. 3. Nonstock organization. (a) The articles of a nonstock cooperative must contain
the provisions required in the articles of a cooperative organized on a capital stock basis if the
provisions are applicable to a cooperative organized upon a membership basis.
(b) Except for cooperatives constituted partially or entirely of other cooperatives, a member
of a cooperative organized on a membership basis may not have more than one vote, and a
membership is transferable only with the consent and approval of the board.
History: 1989 c 144 art 1 s 9

308A.131 ARTICLES OF INCORPORATION.
    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 and nonstock units of equity 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.
    Subd. 2. Filing articles. (a) The original articles must be filed with the secretary of state.
(b) The fee for filing the articles with the secretary of state is $60.
    Subd. 3. Presumption in filing articles. When the articles of incorporation have been
filed with the secretary of state and the required fee has been paid to the secretary of state, it is
presumed that:
(1) all conditions precedent that are required to be performed by the incorporators have
been complied with;
(2) the cooperative has been incorporated; and
(3) the secretary of state shall issue a certificate of incorporation to the cooperative.
History: 1989 c 144 art 1 s 10; art 3 s 3,4; 1991 c 205 s 12; 1995 c 150 s 1; 1998 c 401 s 46

308A.135 AMENDMENT OF ARTICLES.
    Subdivision 1. Procedure. (a) The articles of a cooperative must be amended as provided in
this subdivision.
(b) The board by majority vote must pass a resolution stating the text of the proposed
amendment. The text of the proposed amendment and an attached mail ballot, if the board has
provided for a mail ballot in the resolution, must be mailed with a regular or special meeting
notice to each member. The notice must designate the time and place of the meeting for the
proposed amendment to be considered and voted on. A cooperative with more than 200 members
may publish the notice, proposed amendment, and ballot in the manner provided for a regular
meeting notice.
(c) If a quorum of the members is registered as being present or represented by mail vote at
the meeting, the proposed amendment is adopted:
(1) if approved by a majority of the votes cast; or
(2) for a cooperative with articles or bylaws requiring more than majority approval or other
conditions for approval, the amendment is approved by a proportion of the votes cast or a number
of total members as required by the articles or bylaws and the conditions for approval in the
articles or bylaws have been satisfied.
    Subd. 2. Filing. After an amendment has been adopted by the members, the amendment
must be signed by the chair, vice-chair, president, vice-president, secretary, or assistant secretary,
and a copy of the amendment filed in the Office of the Secretary of State.
    Subd. 3. Certificate. (a) A certificate must be prepared stating:
(1) the vote and meeting of the board adopting a resolution of the proposed amendment;
(2) the notice given to members of the meeting at which the amendment was adopted;
(3) the quorum registered at the meeting; and
(4) the vote cast adopting the amendment.
(b) The certificate must be signed by the chair, vice-chair, president, vice-president, secretary,
or assistant secretary and filed with the records of the cooperative.
    Subd. 4. Amendment by board. A majority of directors may amend the articles if the
cooperative does not have any members or stockholders with voting rights.
History: 1989 c 144 art 1 s 11; art 3 s 5; 1996 c 305 art 1 s 69; 1996 c 414 art 1 s 38

308A.141 AMENDMENT OF ARTICLES TO BE GOVERNED BY THIS CHAPTER.
    Subdivision 1. Authority. A corporation or association organized and doing business under
other statutes of this state or under the laws of other states that has conducted business on a
cooperative plan may become subject to this chapter by amending its articles of incorporation to
conform to the requirements of this chapter.
    Subd. 2. Procedure for amendment. (a) A corporation or association organized under
statutes of this state may amend its articles of incorporation in the manner provided under the
statute that it is governed by for the adoption of amendments.
(b) A corporation or association organized under laws of other states shall amend its articles
of incorporation in the manner required by the laws of the state where it was incorporated. After
the articles of incorporation are amended, the corporation or association shall file a certified
copy of the articles of incorporation and amendments with the secretary of state with the fees
and requirements prescribed for filing articles. After filing, the corporation or association is a
cooperative in this state and subject to the provisions of this chapter.
History: 1989 c 144 art 1 s 12

308A.145 AMENDMENT OF ARTICLES TO INCORPORATE DEFECTIVELY
ORGANIZED COOPERATIVE.
    Subdivision 1. Amendment of articles. An association or corporation organized defectively
under other law of this state that has conducted its business upon the cooperative plan and has
in good faith carried on and transacted business, may amend its articles of incorporation in
their entirety to be governed by this chapter. The articles of amendment shall be filed with the
secretary of state.
    Subd. 2. De facto corporation becomes corporation de jure. Upon the filing and recording
of the articles of amendment of a de facto corporation, the corporation is a legal and valid
corporation de jure. Courts shall hold all transactions, past and future, as if the organization
was not defective.
    Subd. 3. Pending litigation not affected. This section does not affect pending litigation.
    Subd. 4. Not applicable if charter is forfeited. This section does not apply to a corporation
whose charter has been declared forfeited by a court of competent jurisdiction in this state.
History: 1989 c 144 art 1 s 13; art 3 s 6

308A.151 AMENDMENT OF ARTICLES TO RENEW EXPIRED CORPORATE
EXISTENCE.
    Subdivision 1. Amendment to renew corporate existence. If the period of corporate
existence of a corporation organized under any law of this state that has conducted its business
on a cooperative plan expires and the corporation continues in good faith to carry on and
transact business, the corporation may renew its corporate existence by amending its articles
of incorporation to comply with this chapter. The amended articles must include a provision
extending the corporate duration for a limited period or making the corporate existence perpetual.
    Subd. 2. Does not affect pending litigation. This section does not affect pending litigation.
    Subd. 3. Does not apply to forfeited charter. This section does not apply to a corporation
whose charter has been declared forfeited by a court of competent jurisdiction.
    Subd. 4. Corporate acts and contracts validated. If a corporation complies with
subdivisions 1, 2, and 3, corporate acts and contracts that were performed, made, and entered into
after the expiration of the corporate existence are legal and valid against the objection that the
period of duration of the corporation had expired.
History: 1989 c 144 art 1 s 14

308A.155 CORPORATE EXISTENCE.
    Subdivision 1. Commencement of corporate existence. The corporate existence of a
cooperative begins when the articles are filed with the secretary of state.
    Subd. 2. Perpetual existence unless limited. Cooperatives have perpetual duration unless
the cooperative provides for a limited period of duration of corporate existence in the articles.
History: 1989 c 144 art 1 s 15; art 3 s 7

308A.161 [Repealed, 2000 c 379 s 3]

308A.165 BYLAWS.
    Subdivision 1. General provisions. A cooperative may, but need not, have bylaws.
    Subd. 2. Adoption and amendment. (a) Except as provided in paragraph (b), the bylaws of
a cooperative may be adopted or amended at a regular or special members' meeting if:
(1) the notice of the meeting contains a summary statement of the proposed bylaws or
amendment;
(2) a quorum is registered as being present or represented by mail vote if authorized by
the board; and
(3) the bylaws or amendment is approved by a majority of the votes cast, or for a cooperative
with articles or bylaws requiring more than majority approval or other conditions for approval,
the bylaws or amendment is approved by a proportion of the votes cast or a number of the total
members as required by the articles or bylaws and the conditions for approval in the articles or
bylaws have been satisfied.
(b) Until the first annual members meeting, the majority of directors may adopt and amend
bylaws for the cooperative that are consistent with subdivision 3 if the cooperative does not have
any members or stockholders with voting rights.
    Subd. 3. Contents. Bylaws may contain any provision relating to the management or
regulation of the affairs of the cooperative that are not inconsistent with law or the articles,
including:
(1) the number of directors, and the qualifications, manner of election, powers, duties, and
compensation, if any, of directors;
(2) the qualifications of members, stockholders, and patrons and limitations on their number;
(3) the manner of admission, withdrawal, suspensions, and expulsion of members;
(4) property, voting, and other rights and privileges of members;
(5) the appointment and authority of committees;
(6) the appointment or election, duties, compensation, and tenure of officers;
(7) the time, place, and manner of calling, conducting, and giving notice of member, board,
and committee meetings, or of conducting mail ballots; and
(8) the making of reports and financial statements to members.
History: 1989 c 144 art 1 s 16; art 3 s 9,49; 1996 c 414 art 1 s 39

POWERS

308A.201 POWERS.
    Subdivision 1. General powers. In addition to other powers, a cooperative as an agent or
otherwise:
(1) may perform every act and thing necessary or proper to the conduct of the cooperative's
business or the accomplishment of the purposes of the cooperative;
(2) has other rights, powers, or privileges granted by the laws of this state to other
corporations, except those that are inconsistent with the express provisions of this chapter; and
(3) has the powers given in this section.
    Subd. 2. Dealing in its own products. (a) A cooperative may buy, sell, or deal in its own
products, the products of the cooperative's individual members or patrons, the products of another
cooperative or association or of its members or patrons.
(b) A cooperative may negotiate the price at which the products the cooperative is selling
may be sold.
    Subd. 3. Contracts and agreements. A cooperative may enter into or become a party to a
contract or agreement for the cooperative or for the cooperative's individual members or patrons,
or between the cooperative and its members.
    Subd. 4. Transactions of real estate and personal property. A cooperative may purchase
and hold, lease, mortgage, encumber, sell, exchange, and convey as a corporation real estate,
buildings, and personal property as the business of the cooperative may require.
    Subd. 5. Construction of buildings and facilities. A cooperative may erect buildings or
other structures or facilities or the cooperative's owned or leased property, or on a right-of-way
legally acquired by the cooperative.
    Subd. 6. Issuance of bonds and indebtedness. A cooperative may issue bonds or other
evidence of indebtedness and to borrow money to finance the business of the cooperative.
    Subd. 7. Advances to members or patrons. A cooperative may make advances to the
cooperative's members or patrons on produce delivered by the members or patrons to the
cooperative.
    Subd. 8. Acceptance of deposits. A cooperative may accept deposits of money from other
cooperatives or associations from which it is constituted.
    Subd. 9. Lending and borrowing money. A cooperative may loan or borrow money to or
from individual members, cooperatives, or associations from which it is constituted with security
that it considers sufficient in dealing with the members, cooperatives, or associations.
    Subd. 10. Acquisition and disposal of stock. (a) A cooperative may purchase, acquire, hold,
or dispose of the stock of another association or corporation, whether incorporated under the laws
of this state or another state, and assume all rights, interests, privileges, responsibilities, and
obligations arising out of the ownership of the stock.
(b) A cooperative may acquire and hold stock in another corporation organized under the law
of this state or another state of the United States, including a corporation organized:
(1) as a federation of associations;
(2) for the purpose of forming a district, state, or national marketing, sales, or service
agency; or
(3) for the purpose of acquiring marketing facilities at terminal or other markets in this
state or other states.
(c) A cooperative may purchase, own, and hold shares of capital stock, memberships,
interests in nonstock capital, evidences of indebtedness of any domestic or foreign corporation
when reasonably necessary or incidental to accomplish the purposes stated in the articles.
    Subd. 11. Fiduciary powers. (a) A cooperative may exercise any and all fiduciary powers in
relations with members, cooperatives, or associations from which it is constituted.
(b) A cooperative may take, receive, and hold real and personal property, including the
principal and interest of money or other funds and rights in a contract, in trust for any purpose not
inconsistent with the purposes of the cooperative in its articles, and may exercise fiduciary powers
in relation to taking, receiving, and holding the real and personal property.
    Subd. 12. Electric cooperative powers. (a) An electric cooperative has the power and
authority to:
(1) make loans to its members;
(2) prerefund debt;
(3) obtain funds through negotiated financing or public sale;
(4) borrow money and issue its bonds, debentures, notes, or other evidence of indebtedness;
(5) mortgage, pledge, or otherwise hypothecate its assets as may be necessary;
(6) invest its resources;
(7) deposit money in state and national banks and trust companies authorized to receive
deposits; and
(8) exercise all other powers and authorities granted to cooperatives.
(b) A cooperative organized to provide rural electric power may enter agreements and
contracts with other electric power cooperatives or with a cooperative constituted of electric
power cooperatives to share losses and risk of losses to their transmission and distribution lines,
transformers, substations, and related appurtenances from storm, sleet, hail, tornado, cyclone,
hurricane, or wind storm. An agreement or contract or a cooperative formed to share losses under
this paragraph is not subject to the laws of this state relating to insurance and insurance companies.
    Subd. 13. Utility cooperative condemnation power. A cooperative that is engaged in the
electrical, heat, light, power, or telephone business may exercise the power of eminent domain in
the manner provided by state law for the exercise of the power by other corporations engaged
in the same business.
    Subd. 14. Creamery cooperative sewage condemnation power. (a) A creamery cooperative
organized in this state has the right, power, and authority to condemn lands by eminent domain for
easements for sewers and sites for filtration plants to take care of all sewage and refuse made in the
operation of its business. The power and authority shall be exercised as provided in chapter 117.
(b) The establishment, maintenance, and operation of sewers or filtration plants shall be
under the supervision of the chair of the board of health as defined in section 145A.02, subdivision
2 , of the town or city where the cooperative has its operating plant.
    Subd. 15. Water quality cooperative condemnation power. A water quality cooperative
organized in this state may exercise the power of eminent domain in the manner provided by state
law for the exercise of the power by corporations engaged in the provision of electric, light,
heat, power, or telephone service.
History: 1989 c 144 art 1 s 17; art 3 s 10-12; 1997 c 216 s 129

308A.205 AGRICULTURAL MARKETING CONTRACTS.
    Subdivision 1. Authority. A cooperative and its members or patrons may make and
execute marketing contracts, requiring the members or patrons to sell a specified portion of
their agricultural products or specified commodities exclusively to or through the cooperative
or facilities established by the cooperative.
    Subd. 2. Title to products. If a sale is contracted to the cooperative, the sale transfers title
to the products absolutely, except for recorded liens and security interest, to the cooperative on
delivery of the products or at another specified time if expressly provided in the contract. The
contract may allow the cooperative to sell or resell the products of its members, or patrons, with
or without taking title to the product, and pay the resale price to the patron, after deducting all
necessary selling, overhead, and other costs and expenses, including other proper reserves, and
interest not exceeding eight percent per annum on common stock.
    Subd. 3. Term of contract. The term of a marketing contract may not exceed five years, but
may be made self-renewing for periods not exceeding five years each, subject to the right of either
party to terminate at the end of the original term and each renewal term by giving written notice
of the termination during a period specified in the contract. The period for notifying to terminate a
contract may not be more than 180 days or less than 30 days before the end of the term.
    Subd. 4. Damages for breach of contract. The bylaws or the marketing contract may set
specific sums, as liquidated damages to be paid by the member or patron to the cooperative for
breach of any provisions of the marketing contract regarding the sale or delivery or withholding
of products and may provide that the member or patron will pay the costs, premiums for bonds,
expenses, and fees if an action is brought on the contract by the cooperative. The remedies for
breach of contract are valid and enforceable in the courts of this state. The provisions shall be
enforced as liquidated damages and are not to be considered or regarded as a penalty.
    Subd. 5. Injunction against breach of contract. If there is a breach or threatened breach of
a marketing contract by a member or patron, the cooperative is entitled to an injunction to prevent
the further breach of the contract, and to a decree of specific performance of the contract. Pending
the adjudication of the action after filing a certified complaint showing the breach or threatened
breach and filing a sufficient bond, the cooperative is entitled to a temporary restraining order and
preliminary injunction against the member or patron.
    Subd. 6. Presumption on action on contract. In an action on a marketing contract, it is
presumed that landowners, landlords, and lessors are able to control the delivery of products
produced on their land by tenants or others and are liable for and subject to remedies for the
breach of delivery, if the tenancy, possession, or work on the land or the terms of the tenancy,
possession, or labor on the land was created or changed after execution by the landowners,
landlords, or lessors of the marketing contract.
    Subd. 7. Penalties for contract interference and false reports. (a) A person or a
corporation is guilty of a misdemeanor and subject to a $500 civil penalty to be paid to the
aggrieved cooperative or association if the person or the corporation's officers or employees:
(1) knowingly induce or attempt to induce a member or stockholder of a cooperative or an
association operating in this state that is organized under similar statutes of other states with
similar restrictions and rights to break a marketing contract with the cooperative or association; or
(2) maliciously and knowingly spread false reports about the finances or management or
activity of a cooperative or association.
(b) Each violation is a separate offense and is subject to the penalties in paragraph (a).
    Subd. 8. Contracts and cooperatives not in restraint of trade. A cooperative exercising
authority under this section is not a combination in restraint of trade or an illegal monopoly, or an
attempt to lessen competition or fix prices arbitrarily. The marketing contracts and agreements
under this section are not illegal, or an unlawful restraint of trade, or a part of a conspiracy or
combination to accomplish an improper or illegal purpose.
History: 1989 c 144 art 1 s 18; art 3 s 13,14

308A.210 TELECOMMUNICATION SERVICES PURCHASING COOPERATIVES.
    Subdivision 1. Purpose; territory. A telecommunication services purchasing cooperative
may be formed under this chapter for the sole purpose of purchasing advanced telecommunications
services by aggregating demand and negotiating reduced rates for its members. Any such
telecommunication services shall be provided and directly billed by a telephone company or a
telecommunication carrier. A purchasing cooperative must declare in its articles of incorporation
a contiguous area comprising less than the entire state in which it may operate.
    Subd. 2. Local government units. In addition to others that may form a cooperative, a
political subdivision of the state, including a service cooperative created under section 123A.21,
may act to organize a telecommunication services purchasing cooperative within its jurisdiction
for the benefit of its residents.
    Subd. 3. Powers. A purchasing cooperative has all of the powers described in section
308A.201, except that a purchasing cooperative does not have the power of eminent domain. A
purchasing cooperative is not a telephone or electric cooperative as those terms are used in this
chapter and chapters 216B and 237.
    Subd. 4. Governing board. A board of directors of five to seven members shall govern a
telecommunication services purchasing cooperative. The directors must be elected according to
the requirements of section 308A.311, except that:
(1) all of the directors must be members of the purchasing cooperative;
(2) a director may not be a provider of services to the cooperative or an employee of the
provider;
(3) a director may not be a member of a governing body of a political subdivision; and
(4) a majority of the directors must be seeking to purchase some residential
telecommunication services through the cooperative.
    Subd. 5. Residential membership requirement. In order to ensure that residential
customers experience the benefits of cooperative purchasing, at least 50 percent of the total
number of entities or individuals who are members of the purchasing cooperative must be
seeking to purchase residential telecommunication services through the cooperative. If the
telecommunication services purchasing cooperative fails to comply with this subdivision, it shall
notify the Department of Commerce and shall have one year from the date of noncompliance
to come into compliance. If it does not come into compliance, the telecommunication services
purchasing cooperative shall be dissolved and its assets distributed to its members.
    Subd. 6. Filings with Department of Commerce. A purchasing cooperative must
immediately file a copy of its contracts with telecommunication services providers with the
Department of Commerce. A purchasing cooperative must file its annual financial statements
with the department.
    Subd. 7. Open membership. Any person within the geographic operating area declared in a
cooperative's articles of incorporation or any person within the exchange boundary or service area
of a telephone company or telecommunication carrier that in whole or in part is included in the
geographic operating area declared in the cooperative's articles of incorporation may become a
member of the telecommunication services purchasing cooperative.
    Subd. 8. Advanced telecommunication service; defined. "Advanced telecommunications
service" includes any service that would be classified as a flexibly priced service within the
meaning of section 237.761, subdivision 4, or non-price-regulated service within the meaning of
section 237.761, subdivision 4, provided that a service may be an advanced telephone service
whether or not the telephone company has adopted an alternative rate plan within the meaning of
section 237.76.
History: 1997 c 208 s 2; 1998 c 397 art 11 s 3; 1Sp2001 c 4 art 6 s 77

BOARD OF DIRECTORS

308A.301 BOARD GOVERNS COOPERATIVE.
A cooperative is governed by its board.
History: 1989 c 144 art 1 s 19

308A.305 NUMBER OF DIRECTORS.
The board must have at least five directors, except a cooperative housing corporation as
defined in United States Code, title 26, section 216, subsection (b)(1), must have at least three
directors who are members of the association.
History: 1989 c 144 art 1 s 20

308A.311 ELECTION OF DIRECTORS.
    Subdivision 1. Generally. Directors shall be elected for the term, at the time, and in the
manner provided in this section and the bylaws.
    Subd. 2. Election at regular meeting. Directors shall be elected at the regular members'
meeting for the terms of office prescribed in the bylaws. Except for directors elected at district
meetings, all directors shall be elected at the regular members' meeting.
    Subd. 3. District or local unit election of directors. (a) A cooperative with districts or other
local units may elect directors on a district or local unit basis if provided in the bylaws.
(b) The directors may be nominated or elected at district meetings if provided in the bylaws.
Directors who are nominated at district meetings shall be elected at the annual regular members'
meeting by vote of the members of the entire membership, unless the bylaws provide that
directors who are nominated at district meetings are to be elected by vote of the members of the
district at the annual regular members' meeting.
    Subd. 4. Vote by mail or electronic means. (a) A member may not vote by mail or
electronic means for a director unless mail or electronic voting is authorized for election of
directors by the articles or bylaws.
(b) The ballot shall be in a form prescribed by the board.
(c) If the vote is by mail, the member shall mark the ballot for the candidate chosen and
mail the ballot to the cooperative in a sealed plain envelope inside another envelope bearing
the member's name.
(d) The member may vote by electronic means if the cooperative is able to authenticate that
it is the cooperative member who is casting the vote.
(e) If the ballot of the member is received by the cooperative on or before the date of the
regular members' meeting, the ballot shall be accepted and counted as the vote of the absent
member.
    Subd. 5. Vote by mail or electronic means for telephone cooperative. If voting by mail
or by electronic means is authorized by the articles or the bylaws of a telephone cooperative, a
member may vote by mail or by electronic means for the director in the manner prescribed in the
articles or bylaws. The mail voting shall be by secret ballot.
    Subd. 6. Farm corporation stockholder may be director. If a member of a cooperative is a
family farm corporation defined in section 500.24, subdivision 2, clause (c), or an authorized farm
corporation defined in section 500.24, subdivision 2, clause (d), the member may elect or appoint
an individual stockholder of the farm corporation residing on or actively operating the farm to be
eligible for election as a director to the board.
    Subd. 7. Corporate members may nominate persons for director. If a member of a
cooperative is not a natural person, family farm corporation, or an authorized farm corporation
and the bylaws do not provide otherwise, the member may appoint or elect one or, for a
cooperative constituted entirely of other cooperatives or associations, one or more natural persons
to be eligible for election as a director to the board.
History: 1989 c 144 art 1 s 21; art 3 s 15; 2002 c 303 s 1,2

308A.313 APPORTIONMENT OF DIRECTORS AMONG DISTRICTS OR UNITS.
The bylaws of an electric cooperative that has 35,000 or more members and that nominates,
elects, or otherwise selects directors on a district or local unit basis must provide that
representation on the board be apportioned equally throughout the different districts or local units
in proportion to the membership residing in or belonging to the districts or units. The number
of members in any one district or unit may not vary by more than ten percent from the average
number of members for the districts or units.
The bylaws must provide for a survey to take place at least once every ten years to determine
whether the number of members in a district or local unit has changed. If the number of members
in a district or local unit changes by 15 percent or more, the bylaws must provide for changes in
the districts or local units so that representation on the board continues to be apportioned equally
throughout the districts or units in proportion to the membership.
History: 1992 c 401 s 1

308A.315 FILLING VACANCIES.
If a director's position is vacant, the board may appoint a member of the cooperative to fill
the director's position until the next regular or special members' meeting. At the next regular or
special members' meeting, the members must elect a director to fill the unexpired term of the
vacant director's position.
History: 1989 c 144 art 3 s 16

308A.321 REMOVAL OF DIRECTORS.
Members may remove a director at a members' meeting for cause related to the duties of the
position of director and fill the vacancy caused by the removal.
History: 1989 c 144 art 1 s 22; art 3 s 17,49

308A.325 LIMITATION OF DIRECTOR'S LIABILITY.
    Subdivision 1. Articles may limit liability. A director's personal liability to the cooperative
or members for monetary damages for breach of fiduciary duty as a director may be eliminated or
limited in the articles as provided in subdivision 2.
    Subd. 2. Restrictions on liability limitation. The articles may not eliminate or limit the
liability of a director:
(1) for a breach of the director's duty of loyalty to the cooperative or its members;
(2) for acts or omissions that are not in good faith or involve intentional misconduct or a
knowing violation of law;
(3) for a transaction from which the director derived an improper personal benefit; or
(4) for an act or omission occurring before the date when the provision in the articles
eliminating or limiting liability becomes effective.
History: 1989 c 144 art 1 s 23

308A.327 ELECTRIC COOPERATIVE; BOARD MEETINGS.
A regular or special meeting of the board of directors of an electric cooperative that has more
than 50,000 members must be open to all members of the cooperative. The board shall give
reasonable prior notice of meetings. The board may close a meeting or a portion of a meeting,
provided the board has made a written determination that a closed meeting is necessary for one
of the following reasons:
(1) to discuss personnel matters, compensation issues, labor negotiations, billing and credit
information, or an issue that may tend to prejudice the reputation of an individual;
(2) to discuss threatened or pending litigation, issues subject to an attorney-client
privilege, or other legal information, the knowledge of which may have an adverse effect on
the cooperative's legal position; or
(3) to discuss or disclose information that, if discussed in an open meeting, would result
in impairment of the cooperative's competitive or financial position, interfere with a business
opportunity, or reveal proprietary information.
For the purposes of clause (3), a business opportunity means an opportunity for substantial
financial improvement of the cooperative that, if generally known, would likely jeopardize the
opportunity itself.
The board may close a portion of a meeting after announcing during an open meeting the
item of business to be discussed during the closed portion.
History: 1992 c 435 s 1

OFFICERS

308A.401 OFFICERS.
    Subdivision 1. Required officers. (a) The board shall elect:
(1) a president;
(2) one or more vice-presidents;
(3) a secretary; and
(4) a treasurer.
(b) The board may elect additional officers as the articles or bylaws authorize or require.
    Subd. 2. Secretary and treasurer may be combined. The offices of secretary and treasurer
may be combined and if combined the person filling the office shall be termed secretary-treasurer.
    Subd. 3. Chair and vice-chair. If the bylaws provide, the board may elect directors as a
chair and one or more vice-chairs.
    Subd. 4. Officers that must be stockholders. The president and vice-president must
be directors and members unless the articles or bylaws provide for a chair and one or more
vice-chairs and the articles or bylaws do not require otherwise. The treasurer, secretary, and
additional officers need not be directors or members.
    Subd. 5. Removal of officers. Members may remove an officer at a members' meeting for
cause related to the duties of the position of the officer and fill the vacancy caused by the removal.
History: 1989 c 144 art 1 s 24; art 3 s 18

STOCK

308A.501 CAPITAL STOCK.
    Subdivision 1. Authorized amounts. The amount, number of shares, and par value of the
authorized capital stock may be increased or decreased and classes of the capital stock may be
established or altered by amending the articles at a regular members' meeting or at a special
members' meeting called for the purpose of the amendment.
    Subd. 2. Issuance of shares. A share of stock may not be issued until at least the par value of
the share has been paid for in cash or a cash equivalent.
    Subd. 3. Sale of stock to be approved by board. Stock in a cooperative may only be sold
or transferred with the approval of the board.
    Subd. 4. Repurchase by cooperative. (a) The bylaws must provide that the cooperative has
the first privilege of purchasing stock of any class offered for sale by a stockholder.
(b) Stock acquired by the cooperative may be held as treasury stock or may be retired and
canceled.
History: 1989 c 144 art 1 s 25

308A.503 HEALTH CARE COOPERATIVE MEMBERS.
    Subdivision 1. Health care network cooperative. For a health care network cooperative,
the policyholder is the member provided that if the policyholder is an individual enrollee, the
individual enrollee is the member, and if the policyholder is an employer or other group type,
entity, or association, the group policyholder is the member.
    Subd. 2. Health provider cooperative. For a health provider cooperative, the licensed health
care provider, professional corporation, partnership, hospital, or other licensed provider is the
member, as provided in the articles or bylaws.
    Subd. 3. State and hospital members authorized. The state, or any agency, instrumentality,
or political subdivision of the state, may be a member of a health care cooperative. Any
governmental hospital authorized, organized or operated under chapter 158, 250, 376, or 397 or
under section 412.221, 447.05 to 447.13, or 471.50, or under any special law authorizing or
establishing a hospital or hospital district, may be a member of a health care provider cooperative.
History: 1994 c 625 art 11 s 10; 1995 c 186 s 64

308A.505 SUBJECT TO SECURITIES LAW.
    Cooperatives are subject to the provisions of chapter 80A, except as specifically provided in
sections 80A.45 and 80A.46.
History: 1989 c 144 art 1 s 26; 2006 c 196 art 2 s 8
NOTE: The amendment to this section by Laws 2006, chapter 196, article 2, section 8, is
effective August 1, 2007. Laws 2006, chapter 196, article 1, section 52.

MEMBERS

308A.601 GROUPING OF MEMBERS.
    Subdivision 1. Authorization. A cooperative may in the articles or bylaws group members
in districts, local units, or another basis.
    Subd. 2. Implementation. The board may do things necessary to implement the use of
districts or local units including setting the time and place and prescribing the rules of conduct for
holding meetings by districts or local units to elect delegates to members' meetings.
History: 1989 c 144 art 1 s 27

308A.605 MEMBER AND STOCKHOLDER VIOLATIONS.
    Subdivision 1. Stockholder violations. (a) A stockholder who knowingly, intentionally, or
repeatedly violates a provision of the bylaws may be required by the board to surrender stock of
any class owned by the stockholder.
(b) The cooperative shall refund to the stockholder for the surrendered stock the lesser of
the par value or the book value of the stock.
(c) Stock required to be surrendered shall be retired and canceled by the board.
    Subd. 2. Member violations. A member who knowingly, intentionally, or repeatedly
violates a provision of the bylaws may be required by the board to surrender membership in
the cooperative.
History: 1989 c 144 art 1 s 28; art 3 s 19

308A.611 REGULAR MEMBERS' MEETINGS.
    Subdivision 1. Annual meeting. Regular members' meetings must be held annually at a time
determined by the board, unless otherwise provided for in the articles or bylaws.
    Subd. 2. Location. The regular members' meeting shall be held at the principal place of
business of the cooperative, or at another conveniently located place as determined by the
bylaws or the board. A cooperative constituted entirely or partially of other cooperatives or
associations organized under the laws of another state, or doing business in another state, may
hold regular members' meetings at a place within or outside of the state, as designated in the
notice of the meeting.
    Subd. 3. Business and fiscal reports. The officers must submit reports to the members at the
regular members' meeting covering the business of the cooperative for the previous fiscal year
that show the condition of the cooperative at the close of the fiscal year.
    Subd. 4. Election of directors. All directors shall be elected at the regular members' meeting
for the terms of office prescribed in the bylaws, except for directors elected at district or local
unit meetings.
    Subd. 5. Notice. (a) The secretary shall give notice of regular members' meetings by:
(1) publication in a legal newspaper published in the county of the principal place of
business of the cooperative;
(2) publication in a magazine, periodical, or other publication of the cooperative that is
regularly published by or on behalf of the cooperative and circulated generally among members; or
(3) mailing the regular members' meeting notice to each member personally at the person's
last known post office address, which for a member cooperative means notice mailed to the
secretary of the cooperative.
(b) The regular members' meeting notice must be published at least two weeks before the
date of the meeting or mailed at least 15 days before the date of the meeting.
History: 1989 c 144 art 1 s 29; art 3 s 20

308A.615 SPECIAL MEMBERS' MEETINGS.
    Subdivision 1. Calling meeting. Special members' meetings of the members may be called
by:
(1) a majority vote of the board; or
(2) the written petition of at least 20 percent of the members submitted to the president.
    Subd. 2. Notice. (a) The chair or president shall give notice of a special members' meeting by:
(1) publication in a legal newspaper published in the county of the principal place of
business of the cooperative;
(2) publication in a magazine, periodical, or other publication of the cooperative that is
regularly published by or on behalf of the cooperative and circulated generally among members; or
(3) mailing the special members' meeting notice to each member personally at the person's
last known post office address, which for a member cooperative means notice mailed to the
secretary of the cooperative.
(b) The special members' meeting notice shall state the time, place, and purpose of the
special members' meeting.
(c) The special members' meeting notice shall be issued within ten days from and after the
date of the presentation of a members' petition, and the special members' meeting must be held by
30 days after the date of the presentation of the members' petition.
History: 1989 c 144 art 1 s 30; art 3 s 21

308A.621 CERTIFICATION OF MAILED MEETING NOTICE.
(a) After mailing special or regular members' meeting notices, the secretary shall execute a
certificate containing:
(1) a correct copy of the mailed or published notice;
(2) the date of mailing or publishing the notice; and
(3) a statement that the special or regular members' meeting notices were mailed or published
as prescribed by section 308A.611, subdivision 5, or 308A.615, subdivision 2.
(b) The certificate shall be made a part of the record of the meeting.
History: 1989 c 144 art 1 s 31; art 3 s 22; 1990 c 612 s 7

308A.625 FAILURE TO RECEIVE MEETING NOTICE.
Failure of a member to receive a special or regular members' meeting notice does not
invalidate an action that is taken by the members at a members' meeting.
History: 1989 c 144 art 1 s 32

308A.631 QUORUM.
    Subdivision 1. Quorum. (a) Except as provided in paragraph (b), the quorum for a members'
meeting to transact business is:
(1) ten percent of the total number of members for a cooperative with 500 or less members; or
(2) 50 members for cooperatives with more than 500 members.
(b) The quorum provisions of paragraph (a) apply notwithstanding quorum requirements of
the articles or the bylaws, except for:
(1) a larger quorum in articles filed by a cooperative after March 26, 1949; or
(2) a larger quorum provided by amending the articles or bylaws after May 1, 1959.
    Subd. 2. Quorum for voting by mail. In determining a quorum at a meeting, on a question
submitted to a vote by mail, members present in person or represented by mail vote shall be
counted. The attendance of a sufficient number of members to constitute a quorum shall be
established by a registration of the members of the cooperative present at the meeting. The
registration shall be verified by the president and secretary of the cooperative and shall be
reported in the minutes of the meeting.
    Subd. 3. Meeting action invalid without quorum. An action by a cooperative is not valid
or legal in the absence of a quorum at the meeting at which the action was taken.
History: 1989 c 144 art 1 s 33

308A.635 MEMBER VOTING RIGHTS.
    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.
    Subd. 2. Spouse may vote for member. If a vote of members is taken on any matter,
including a petition pursuant to section 216B.02, subdivision 4, the spouse of the member may
vote on behalf of the member unless the member has indicated otherwise.
    Subd. 3. Right to vote at meeting. A member or delegate may exercise voting rights on any
matter that is before the members at a members' meeting from the time the member or delegate
arrives at the members' meeting, unless the articles or bylaws specify an earlier and specific
time for closing the right to vote.
    Subd. 4. Voting method. A member's vote at a members' meeting must be in person or by
mail if a mail vote is authorized by the board, or by electronic means if an electronic vote is
authorized by the board, and not by proxy except as provided in subdivisions 2 and 5.
    Subd. 5. Members represented by delegates. (a) A cooperative may provide in the articles
or bylaws that local units of members are entitled to be represented at members' meetings by
delegates chosen by the members of the unit. The delegates may vote on matters at the members'
meeting in the same manner as a member. The delegates may only exercise the voting rights on a
basis and with the number of votes as prescribed in the articles or bylaws.
(b) If the approval of a certain portion of the members is required for adoption of
amendments, a dissolution, a merger, a consolidation, or a sale of assets, the votes of delegates
shall be counted as votes by the members represented by the delegate.
    Subd. 5a. Health care cooperative. Notwithstanding the provisions of this section, the
requirements and procedures for membership voting for a health care cooperative shall be
as provided in the bylaws.
    Subd. 6. Absentee ballots. (a) A member who is absent from a members' meeting may
vote by mail or by electronic means on the ballot prescribed in this subdivision on any motion,
resolution, or amendment that the board submits for vote by mail to the members.
(b) The ballot shall be in the form prescribed by the board and contain:
(1) the exact text of the proposed motion, resolution, or amendment to be acted on at the
meeting; and
(2) spaces opposite the text of the motion, resolution, or amendment in which the member
may indicate an affirmative or negative vote.
(c) If the vote is by mail, the member shall express a choice by marking an "X" in the
appropriate space on the ballot and mail or deliver the ballot to the cooperative in a plain, sealed
envelope inside another envelope bearing the member's name.
(d) The member may vote by electronic means if the cooperative is able to authenticate that
it is the cooperative member who is casting the vote.
(e) A properly executed ballot shall be accepted by the board and counted as the vote of
the absent member at the meeting.
History: 1989 c 144 art 1 s 34; art 3 s 23,24; 1991 c 320 s 15; 1994 c 625 art 11 s 11; 1995
c 150 s 2; 2002 c 303 s 3,4

308A.641 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 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).
History: 1989 c 144 art 1 s 35; 1989 c 356 s 3; 1995 c 150 s 3

308A.645 VOTE OF CORPORATE STOCK HELD BY COOPERATIVE.
A cooperative that holds stock of another corporation may by direction of the cooperative's
board or members elect or appoint a person to represent the cooperative at a meeting of the
corporation. The representative has authority to represent the cooperative and may cast the
cooperative's vote at the corporation's meeting.
History: 1989 c 144 art 1 s 36

EARNINGS, RESERVE, AND DISTRIBUTION

308A.701 RESERVES.
    Subdivision 1. Capital reserve. A cooperative may set aside a portion of net income as the
board determines advisable to create or maintain a capital reserve.
    Subd. 2. Additional reserves. In addition to a capital reserve, the board may:
(1) set aside an amount not to exceed five percent of the annual net income of the cooperative
for promoting and encouraging cooperative organization; and
(2) establish and accumulate reserves for new buildings, machinery and equipment,
depreciation, losses, and other proper purposes.
History: 1989 c 144 art 1 s 37

308A.705 DISTRIBUTION OF INCOME.
    Subdivision 1. Distribution of net income. Net income in excess of dividends on capital
stock, nonstock units of equity, and additions to reserves shall be distributed on the basis of
patronage. A cooperative may establish allocation units, whether the units are functional,
divisional, departmental, geographic, or otherwise, and pooling arrangements and may account for
and distribute net income on the basis of allocation units and pooling arrangements. A cooperative
may offset the net loss of an allocation unit or pooling arrangement against the net income of
other allocation units or pooling arrangements to the extent permitted by section 1388(j) of the
Internal Revenue Code of 1986, as amended through December 31, 1996.
    Subd. 2. Frequency of income distribution. (a) Distribution of net income shall be made at
least annually.
(b) A cooperative with income from trucking operations may only distribute net income
annually. The board shall present to the members at their annual meeting a report covering the
operations of the cooperative during the preceding fiscal year.
    Subd. 3. Dividends. Dividends may be paid on common stock and nonstock units of equity
only if the net income of the cooperative for the previous fiscal year is sufficient. Unless otherwise
provided in the articles of incorporation, the dividends are not cumulative.
    Subd. 4. Form of distribution. A cooperative may distribute net income in cash, capital stock
credits, allocated patronage equities, revolving fund certificates, or its own or other securities.
    Subd. 5. Eligible nonmember patrons. (a) The members may provide in the bylaws that
nonmember patrons are allowed to participate in the distribution of net income on equal terms
with member patrons.
(b) If a nonmember patron is qualified and eligible for membership, the amount of patronage
refund due shall be credited to the patron's individual account.
(c) If the credits equal the value of a share of common stock that entitles the stockholder to
vote, or a membership, a share of stock or a membership shall be issued to the nonmember patron.
    Subd. 6. Patronage credits for ineligible members. If a nonmember patron with patronage
credits is not qualified or eligible for membership, a refund due may be credited to the patron's
individual account. If the credited amount in the individual account of a patron ineligible for
membership equals the value of a share of common stock and does not entitle the holder to vote,
or to preferred stock or a certificate of interest, the board may issue a share of preferred stock or
a certificate of interest. After the patron is issued preferred stock or a certificate of interest, the
patron may participate in the distribution of income on the same basis as a stockholder or member.
History: 1989 c 144 art 1 s 38; art 3 s 25; 1997 c 231 art 16 s 11; 1998 c 401 s 47,48;
2000 c 379 s 2

308A.711 DISTRIBUTION OF UNCLAIMED PROPERTY.
    Subdivision 1. Alternate procedure to disburse property. Notwithstanding the provisions
of section 345.43, a cooperative may, in lieu of paying or delivering to the commissioner of
commerce the unclaimed property specified in its report of unclaimed property, distribute the
unclaimed property to a corporation or organization that is exempt from taxation under section
290.05, subdivision 1, paragraph (b), or 2.
    Subd. 2.[Repealed, 2005 c 109 s 8]
    Subd. 3. Owner's right extinguished on disbursement. The right of an owner to unclaimed
property held by a cooperative is extinguished when the property is disbursed by the cooperative
to a tax-exempt organization if: (1) notice that the payment is available has been mailed to the last
known address of the person shown by the records to be entitled to the property; or (2) the address
is unknown, notice is published in an official publication of the cooperative.
History: 1989 c 144 art 1 s 39; 2000 c 483 s 49; 2005 c 109 s 1,2

MERGER AND CONSOLIDATION

308A.801 MERGER AND CONSOLIDATION.
    Subdivision 1. Authorization. Unless otherwise prohibited, cooperatives or associations
organized under the laws of this state may merge or consolidate with each other or with
associations incorporated under the laws of another state by complying with the provisions of this
section or the law of the state where the surviving or new association will exist.
    Subd. 2. Plan. To initiate a merger or consolidation, a written plan of merger or consolidation
must be prepared by the board or by a committee selected by the board or the members to prepare
a plan. The plan must state:
(1) the names of the constituent cooperatives or associations;
(2) the name of the surviving or new cooperative or association;
(3) the manner and basis of converting stock or membership of the constituent cooperatives
or associations into stock or membership in the surviving or new cooperative or association;
(4) the terms of the merger or consolidation;
(5) the proposed effect of the consolidation or merger on the members of the cooperative; and
(6) for a consolidation, the plan must contain the articles of the new association.
    Subd. 3. Notice. (a) The board must mail a merger or consolidation notice to each member.
The notice must contain:
(1) the full text of the plan; and
(2) the time and place of the meeting at which the plan will be considered.
(b) A cooperative or association with more than 200 members may publish the merger or
consolidation notice in the same manner as a regular members' meeting notice.
    Subd. 4. Adoption of plan. (a) A plan of merger or consolidation is adopted if:
(1) a quorum of the members is registered as being present or represented by mail vote
at the meeting; and
(2) the plan is approved by two-thirds of the votes cast, or for a cooperative with articles or
bylaws requiring more than two-thirds of the votes cast or other conditions for approval, the plan
is approved by a proportion of the votes cast or a number of total members as required by the
articles or bylaws and the conditions for approval in the articles or bylaws have been satisfied.
(b) After the plan has been adopted, articles of merger or consolidation stating the plan
and that the plan was adopted according to this chapter shall be signed by the chair, vice-chair,
president, vice-president, secretary, or assistant secretary of each cooperative or association
merging or consolidating.
(c) The articles of merger or consolidation shall be filed in the Office of the Secretary of State.
(d) For a merger, the articles of the surviving cooperative or association are deemed amended
to the extent provided in the articles of merger.
(e) Unless a later date is provided in the plan, the merger or consolidation is effective when
the articles of merger or consolidation are filed in the Office of the Secretary of State.
(f) The secretary of state shall issue a certificate of the merged or consolidated cooperative
or association.
    Subd. 5. Effect of merger. (a) After the effective date, the cooperatives and associations that
are parties to the plan become a single association. For a merger, the surviving association is the
association designated in the plan. For a consolidation, the new cooperative is the association
provided for in the plan. Except for the surviving or new association, the separate existence
of all cooperatives and associations that are parties to the plan cease on the effective date of
the merger or consolidation.
(b) The surviving or new association possesses all of the rights and property of each of the
merged or consolidated cooperatives or associations, and is responsible for all their obligations.
The title to property of the merged or consolidated association is vested in the surviving or new
association without reversion or impairment of the title caused by the merger or consolidation.
(c) The right of a creditor may not be impaired by the merger or consolidation without
the creditor's consent.
    Subd. 6. Filing fee. The fee to be paid to the secretary of state for filing articles of merger or
consolidation is $60.
History: 1989 c 144 art 1 s 40; art 3 s 26-28; 1991 c 205 s 13

LIQUIDATION

308A.901 LIQUIDATION.
    Subdivision 1. Members may authorize liquidation. If a liquidation is authorized by the
members, the board may dispose of all or substantially all of the property of the cooperative on
terms and conditions determined by the board.
    Subd. 2. Resolution at members' meeting. The members may authorize a liquidation by
adopting a resolution at a members' meeting. The notice of the members' meeting must include
a statement that the disposition of the property of the cooperative will be considered at the
meeting. If a quorum is present in person or by mail ballot at the members' meeting, the resolution
approving of the liquidation is adopted if:
(1) approved by two-thirds of the votes cast; or
(2) for a cooperative with articles or bylaws requiring more than two-thirds for approval or
other conditions for approval, the resolution is approved by the proportion of the votes cast or a
number of total members as required by the articles or bylaws and the conditions for approval
in the articles or bylaws have been satisfied.
History: 1989 c 144 art 1 s 41; art 3 s 29

308A.905 METHODS OF DISSOLUTION.
A cooperative may be dissolved by the members or by order of the court.
History: 1989 c 144 art 1 s 42; art 3 s 30,49

308A.911 VOLUNTARY DISSOLUTION BY MEMBERS.
    Subdivision 1. Meeting to consider dissolution. A regular or a special members' meeting
may be called to consider dissolution of a cooperative.
    Subd. 2. Approval. The proposed dissolution must be submitted for approval at the members'
meeting. The dissolution must be started if a quorum is present and the proposed dissolution is
approved at a meeting by two-thirds of the votes cast, or for a cooperative with articles or bylaws
requiring a greater proportion of the votes cast or other conditions for approval, the dissolution is
approved by the proportion of votes cast or the number of total members required by the articles
or bylaws and the conditions for approval in the articles or bylaws are satisfied.
    Subd. 3. Revocation of dissolution. The members retain the right to revoke the dissolution
proceedings and the right to remove directors and fill vacancies on the board.
    Subd. 4. Notice of intent to dissolve. Before a cooperative begins dissolution, a notice of
intent to dissolve must be filed with the secretary of state. The notice must contain:
(1) the name of the cooperative;
(2) the date and place of the members' meeting at which the resolution was approved; and
(3) a statement that the requisite vote of the members approved the proposed dissolution.
    Subd. 5. Business after dissolution begins. After the notice of intent to dissolve has been
filed with the secretary of state, the cooperative may carry on its business only to the extent
necessary for the winding up of the cooperative unless the members revoke the dissolution
proceedings. The existence of the cooperative continues to the extent necessary to wind up the
affairs of the cooperative until the dissolution proceedings are revoked or articles of dissolution
are filed with the secretary of state.
    Subd. 6. Remedies continued. The filing with the secretary of state of a notice of intent to
dissolve does not affect a remedy in favor of the cooperative or a remedy against the cooperative
or its directors, officers, or members in their capacities, except as provided in section 308A.981.
History: 1989 c 144 art 1 s 43; art 3 s 31,49

308A.915 WINDING UP.
    Subdivision 1. Collection and payment of debts. After the notice of intent to dissolve has
been filed with the secretary of state, the board, or the officers acting under the direction of
the board, shall proceed as soon as possible:
(1) to collect or make provision for the collection of all debts due or owing to the cooperative,
including unpaid subscriptions for shares; and
(2) to pay or make provision for the payment of all debts, obligations, and liabilities of
the cooperative according to their priorities.
    Subd. 2. Transfer of assets. After the notice of intent to dissolve has been filed with the
secretary of state, the board may sell, lease, transfer, or otherwise dispose of all or substantially all
of the property and assets of the dissolving cooperative without a vote of the members.
    Subd. 3. Distribution to members. Tangible and intangible property, including money,
remaining after the discharge of the debts, obligations, and liabilities of the cooperative or
association may be distributed to the members and former members as provided in the bylaws. If
previously authorized by the members, the tangible and intangible property of the cooperative
may be liquidated and disposed of at the discretion of the board.
History: 1989 c 144 art 3 s 32

308A.921 REVOCATION OF DISSOLUTION PROCEEDINGS.
    Subdivision 1. Authority to revoke. Dissolution proceedings may be revoked before the
articles of dissolution are filed with the secretary of state.
    Subd. 2. Revocation by members. The chair or president may call a members' meeting to
consider the advisability of revoking the dissolution proceedings. The question of the proposed
revocation must be submitted to the members at the members' meeting called to consider the
revocation. The dissolution proceedings are revoked if the proposed revocation is approved at the
members' meeting by a majority of the members of the cooperative, or for a cooperative with
articles or bylaws requiring a greater number of members, the number of members required
by the articles or bylaws.
    Subd. 3. Filing with secretary of state. Revocation of dissolution proceedings is effective
when a notice of revocation is filed with the secretary of state. After the notice is filed, the
cooperative may resume business.
History: 1989 c 144 art 3 s 33

308A.925 STATUTE OF LIMITATIONS.
The claim of a creditor or claimant against a dissolving cooperative is barred if the claim has
not been enforced by initiating legal, administrative, or arbitration proceedings concerning the
claim by two years after the date the notice of intent to dissolve is filed with the secretary of state,
subject to the provisions of section 308A.981.
History: 1989 c 144 art 3 s 34

308A.931 ARTICLES OF DISSOLUTION.
    Subdivision 1. Conditions to file. Articles of dissolution of a cooperative shall be filed with
the secretary of state after payment of the claims of all known creditors and claimants has been
made or provided for and the remaining property has been distributed by the board.
    Subd. 2. Contents of articles. The articles of dissolution must state:
(1) that all debts, obligations, and liabilities of the cooperative have been paid or discharged
or adequate provisions have been made for them or time periods under section 308A.921 have run
and other claims are not outstanding;
(2) that the remaining property, assets, and claims of the cooperative have been distributed
among the members or pursuant to a liquidation authorized by the members; and
(3) that legal, administrative, or arbitration proceedings by or against the cooperative are not
pending or adequate provision has been made for the satisfaction of a judgment, order, or decree
that may be entered against the cooperative in a pending proceeding.
    Subd. 3. Dissolution effective on filing. The cooperative is dissolved when the articles of
dissolution have been filed with the secretary of state.
    Subd. 4. Certificate. The secretary of state shall issue to the dissolved cooperative or its
legal representative a certificate of dissolution that contains:
(1) the name of the dissolved cooperative;
(2) the date the articles of dissolution were filed with the secretary of state; and
(3) a statement that the cooperative is dissolved.
History: 1989 c 144 art 3 s 35

308A.935 APPLICATION FOR COURT-SUPERVISED VOLUNTARY DISSOLUTION.
After a notice of intent to dissolve has been filed with the secretary of state and before a
certificate of dissolution has been issued, the cooperative or, for good cause shown, a member
or creditor may apply to a court within the county where the registered office is located to have
the dissolution conducted or continued under the supervision of the court as provided in section
308A.945.
History: 1989 c 144 art 3 s 36

308A.941 COURT-ORDERED REMEDIES OR DISSOLUTION.
    Subdivision 1. Conditions for relief. A court may grant equitable relief that it deems just and
reasonable in the circumstances or may dissolve a cooperative and liquidate its assets and business:
(1) in a supervised voluntary dissolution that is applied for by the cooperative;
(2) in an action by a member when it is established that:
(i) the directors or the persons having the authority otherwise vested in the board are
deadlocked in the management of the cooperative's affairs and the shareholders or members
are unable to break the deadlock;
(ii) the directors or those in control of the cooperative have acted fraudulently, illegally, or
in a manner unfairly prejudicial toward one or more members in their capacities as members,
directors, or officers;
(iii) the members of the cooperative are so divided in voting power that, for a period that
includes the time when two consecutive regular members' meetings were held, they have failed to
elect successors to directors whose terms have expired or would have expired upon the election
and qualification of their successors;
(iv) the cooperative assets are being misapplied or wasted; or
(v) the period of duration as provided in the articles has expired and has not been extended
as provided in this chapter;
(3) in an action by a creditor when:
(i) the claim of the creditor against the cooperative has been reduced to judgment and an
execution on the judgment has been returned unsatisfied; or
(ii) the cooperative has admitted in writing that the claim of the creditor against the
cooperative is due and owing and it is established that the cooperative is unable to pay its debts in
the ordinary course of business; or
(4) in an action by the attorney general to dissolve the cooperative in accordance with this
chapter when it is established that a decree of dissolution is appropriate.
    Subd. 2. Condition of cooperative or association. In determining whether to order
equitable relief or dissolution, the court shall take into consideration the financial condition of the
cooperative but may not refuse to order equitable relief or dissolution solely on the ground that
the cooperative has accumulated operating net income or current operating net income.
    Subd. 3. Dissolution as remedy. In deciding whether to order dissolution of the cooperative,
the court must consider whether lesser relief suggested by one or more parties, such as a
form of equitable relief or a partial liquidation, would be adequate to permanently relieve the
circumstances established under subdivision 1, clause (2) or (3). Lesser relief may be ordered if it
would be appropriate under the facts and circumstances of the case.
    Subd. 4. Expenses. If the court finds that a party to a proceeding brought under this section
has acted arbitrarily, vexatiously, or otherwise not in good faith, the court may in its discretion
award reasonable expenses, including attorneys' fees and disbursements, to any of the other
parties.
    Subd. 5. Venue. Proceedings under this section shall be brought in a court within the county
where the registered office of the cooperative is located.
    Subd. 6. Parties. It is not necessary to make members parties to the action or proceeding
unless relief is sought against them personally.
History: 1989 c 144 art 3 s 37

308A.945 PROCEDURE IN INVOLUNTARY OR COURT-SUPERVISED VOLUNTARY
DISSOLUTION.
    Subdivision 1. Action before hearing. In dissolution proceedings before a hearing can be
completed the court may:
(1) issue injunctions;
(2) appoint receivers with all powers and duties that the court directs;
(3) take actions required to preserve the cooperative's assets wherever located; and
(4) carry on the business of the cooperative.
    Subd. 2. Action after hearing. After a hearing is completed, on notice the court directs to be
given to parties to the proceedings and to other parties in interest designated by the court, the
court may appoint a receiver to collect the cooperative's assets, including amounts owing to the
cooperative by subscribers on account of an unpaid portion of the consideration for the issuance
of shares. A receiver has authority, subject to the order of the court, to continue the business of
the cooperative and to sell, lease, transfer, or otherwise dispose of the property and assets of the
cooperative either at public or private sale.
    Subd. 3. Discharge of obligations. The assets of the cooperative or the proceeds resulting
from a sale, lease, transfer, or other disposition shall be applied in the following order of priority
or:
(1) the costs and expenses of the proceedings, including attorneys' fees and disbursements;
(2) debts, taxes and assessments due the United States, the state of Minnesota and their
subdivisions, and other states and their subdivisions, in that order;
(3) claims duly proved and allowed to employees under the provisions of the Workers'
Compensation Act except that claims under this clause may not be allowed if the cooperative has
carried workers' compensation insurance, as provided by law, at the time the injury was sustained;
(4) claims, including the value of all compensation paid in a medium other than money,
proved and allowed to employees for services performed within three months preceding the
appointment of the receiver, if any; and
(5) other claims proved and allowed.
    Subd. 4. Remainder to members. After payment of the expenses of receivership and claims
of creditors are proved, the remaining assets, if any, may be distributed to the members or
distributed pursuant to an approved liquidation plan.
History: 1989 c 144 art 3 s 38

308A.951 RECEIVER QUALIFICATIONS AND POWERS.
    Subdivision 1. Qualifications. A receiver must be a natural person or a domestic corporation
or a foreign corporation authorized to transact business in this state. A receiver must give a bond
as directed by the court with the sureties required by the court.
    Subd. 2. Powers. A receiver may sue and defend in all courts as receiver of the cooperative.
The court appointing the receiver has exclusive jurisdiction of the cooperative and its property.
History: 1989 c 144 art 3 s 39

308A.955 DISSOLUTION ACTION BY ATTORNEY GENERAL.
    Subdivision 1. Conditions to begin action. A cooperative may be dissolved involuntarily by
a decree of a court in this state in an action filed by the attorney general if it is established that:
(1) the articles and certificate of incorporation were procured through fraud;
(2) the cooperative was incorporated for a purpose not permitted by this chapter;
(3) the cooperative has flagrantly violated a provision of this chapter, has violated a provision
of this chapter more than once, or has violated more than one provision of this chapter; or
(4) the cooperative has acted, or failed to act, in a manner that constitutes surrender or
abandonment of the cooperative's franchise, privileges, or enterprise.
    Subd. 2. Notice to cooperative. An action may not be commenced under this section until
30 days after notice to the cooperative by the attorney general of the reason for the filing of
the action. If the reason for filing the action is an act that the cooperative has done, or omitted
to do, and the act or omission may be corrected by an amendment of the articles or bylaws or
by performance of or abstention from the act, the attorney general shall give the cooperative 30
additional days to make the correction before filing the action.
History: 1989 c 144 art 3 s 40

308A.961 FILING CLAIMS IN COURT-SUPERVISED DISSOLUTION PROCEEDINGS.
    Subdivision 1. Filing under oath. In proceedings to dissolve a cooperative, the court may
require all creditors and claimants of the cooperative to file their claims under oath with the court
administrator or with the receiver in a form prescribed by the court.
    Subd. 2. Date to file claim. (a) If the court requires the filing of claims, the court shall:
(1) set a date, by order, at least 120 days after the date the order is filed, as the last day
for the filing of claims; and
(2) prescribe the notice of the fixed date that shall be given to creditors and claimants.
(b) Before the fixed date, the court may extend the time for filing claims. Creditors and
claimants failing to file claims on or before the fixed date may be barred, by order of court, from
claiming an interest in or receiving payment out of the property or assets of the cooperative.
History: 1989 c 144 art 3 s 41

308A.965 DISCONTINUANCE OF COURT-SUPERVISED DISSOLUTION
PROCEEDINGS.
The involuntary or supervised voluntary dissolution of a cooperative may be discontinued at
any time during the dissolution proceedings if it is established that cause for dissolution does not
exist. The court shall dismiss the proceedings and direct the receiver, if any, to redeliver to the
cooperative its remaining property and assets.
History: 1989 c 144 art 3 s 42

308A.971 COURT-SUPERVISED DISSOLUTION ORDER.
    Subdivision 1. Conditions for dissolution order. In an involuntary or supervised voluntary
dissolution after the costs and expenses of the proceedings and all debts, obligations, and
liabilities of the cooperative have been paid or discharged and the remaining property and assets
have been distributed to its members or, if its property and assets are not sufficient to satisfy and
discharge the costs, expenses, debts, obligations, and liabilities, when all the property and assets
have been applied so far as they will go to their payment according to their priorities, the court
shall enter an order dissolving the cooperative.
    Subd. 2. Dissolution effective on filing order. When the order dissolving the cooperative or
association has been entered, the cooperative or association is dissolved.
History: 1989 c 144 art 3 s 43

308A.975 FILING COURT'S DISSOLUTION ORDER.
After the court enters an order dissolving a cooperative, the court administrator shall cause a
certified copy of the dissolution order to be filed with the secretary of state. The secretary of state
may not charge a fee for filing the dissolution order.
History: 1989 c 144 art 3 s 44

308A.981 BARRING OF CLAIMS.
    Subdivision 1. Claims barred. A person who is or becomes a creditor or claimant before,
during, or following the conclusion of dissolution proceedings, who does not file a claim or
pursue a remedy in a legal, administrative, or arbitration proceeding during the pendency of the
dissolution proceeding, or has not initiated a legal, administrative, or arbitration proceeding
before the commencement of the dissolution proceedings, and all those claiming through or under
the creditor or claimant, are forever barred from suing on that claim or otherwise realizing upon
or enforcing it, except as provided in this section.
    Subd. 2. Certain unfiled claims allowed. By one year after articles of dissolution have been
filed with the secretary of state pursuant to this chapter, or a dissolution order has been entered,
a creditor or claimant who shows good cause for not having previously filed the claim may
apply to a court in this state to allow a claim:
(1) against the cooperative to the extent of undistributed assets; or
(2) if the undistributed assets are not sufficient to satisfy the claim, the claim may be
allowed against a member to the extent of the distributions to members in dissolution received
by the member.
    Subd. 3. Omitted claims allowed. Debts, obligations, and liabilities incurred during
dissolution proceedings must be paid or provided for by the cooperative before the distribution of
assets to a member. A person to whom this kind of debt, obligation, or liability is owed but is
not paid may pursue any remedy against the officers, directors, or members of the cooperative
before the expiration of the applicable statute of limitations. This subdivision does not apply to
dissolution under the supervision or order of a court.
History: 1989 c 144 art 3 s 45

308A.985 RIGHT TO SUE OR DEFEND AFTER DISSOLUTION.
After a cooperative has been dissolved, any of its former officers, directors, or members may
assert or defend, in the name of the cooperative, a claim by or against the cooperative.
History: 1989 c 144 art 3 s 46

308A.995 PERIODIC REGISTRATION.
    Subdivision 1. Periodic registration in certain years. Each cooperative governed by this
chapter must file a periodic registration with the secretary of state in each odd-numbered year. In
these years, the secretary of state must mail by first class mail a registration form to the registered
office of each cooperative as shown on the records of the secretary of state, or if no such address
is in the records, to the location of the principal place of business shown on the records of the
secretary of state. The form must include the following notice:
"NOTICE: Failure to file this form by December 31 of this year will result in the dissolution
of this cooperative without further notice from the secretary of state, pursuant to Minnesota
Statutes, section 308A.995, subdivision 4, paragraph (b)."
    Subd. 2. Minnesota cooperative registration form. In each calendar year in which a
registration is to be filed, a cooperative must file with the secretary of state a registration by
December 31 of that calendar year containing:
(1) the name of the cooperative;
(2) the address of its registered office;
(3) the address of its principal place of business, if different from the registered office
address; and
(4) the name and business address of the officer or other person exercising the principal
functions of the chief executive officer of the cooperative.
    Subd. 3. Information public. The information required by subdivision 1 is public data.
    Subd. 4. Penalty; dissolution. (a) A cooperative that has failed to file a registration pursuant
to the requirements of this section by December 31 of the calendar year for which the registration
was required must be dissolved by the secretary of state as described in paragraph (b).
    (b) If the cooperative has not filed the registration by December 31 of that calendar year,
the secretary of state must issue a certificate of involuntary dissolution, and the certificate must
be filed in the Office of the Secretary of State. The secretary of state must make available in an
electronic format the names of the dissolved cooperatives. A cooperative dissolved in this manner
is not entitled to the benefits of section 308A.981.
    Subd. 5. Reinstatement. A cooperative may retroactively reinstate its existence by filing a
single annual registration and paying a $25 fee. Filing the annual registration with the secretary of
state:
(1) returns the cooperative to active status as of the date of the dissolution;
(2) validates contracts or other acts within the authority of the articles, and the cooperative is
liable for those contracts or acts; and
(3) restores to the cooperative all assets and rights of the cooperative and its shareholders or
members to the extent they were held by the cooperative and its shareholders or members before
the dissolution occurred, except to the extent that assets or rights were affected by acts occurring
after the dissolution or sold or otherwise distributed after that time.
History: 2000 c 395 s 8; 2004 c 251 s 5; 2004 c 254 s 36; 2007 c 148 art 2 s 51