2007 Minnesota Statutes

308B.571 SALE OF PROPERTY AND ASSETS.
    Subdivision 1. Member approval not required. A cooperative may, by affirmative vote of
a majority of the board present, upon those terms and conditions and for those considerations,
which may be money, securities, or other instruments for the payment of money or other property,
as the board considers expedient and without member approval:
(1) sell, lease, transfer, or otherwise dispose of all or substantially all of its property and
assets in the usual and regular course of its business;
(2) sell, lease, transfer, or otherwise dispose of all or substantially all of its property and
assets not in the usual and regular course of its business if:
(i) the cooperative's accountant has given an opinion that the cooperative cannot continue as
an ongoing business and the cooperative is under financial duress;
(ii) the cooperative has given notice to the members of the impending or potential disposition
prior to the disposition; and
(iii) the board has determined that failure to proceed with the disposition would be adverse to
the interests of the members and the cooperative;
(3) grant a security interest in all or substantially all of its property and assets whether or not
in the usual and regular course of its business;
(4) transfer any or all of its property to a business entity all the ownership interests of which
are owned by the cooperative; or
(5) for purposes of debt financing, transfer any or all of its property to a special purpose
entity owned or controlled by the cooperative for an asset securitization.
    Subd. 2. Member approval required. Except as provided in subdivision 1, a cooperative,
by affirmative vote of a majority of the board present, may sell, lease, transfer, or otherwise
dispose of all or substantially all of its property and assets, including its good will, not in the usual
and regular course of its business, upon those terms and conditions and for those considerations,
which may be money, securities, or other instruments for the payment of money or other property,
as the board considers expedient, when approved at a regular or special meeting of the members
by the affirmative vote of the owners of a majority of the voting power of the interests entitled
to vote. Written notice of the meeting must be given to all members whether or not they are
entitled to vote at the meeting. The written notice must state that a purpose of the meeting is to
consider the sale, lease, transfer, or other disposition of all or substantially all of the property and
assets of the cooperative.
    Subd. 3. Confirmatory documents. Confirmatory deeds, assignments, or similar instruments
to evidence a sale, lease, transfer, or other disposition may be signed and delivered at any time in
the name of the transferor by its current chair of the board or authorized agents.
    Subd. 4. Liability of transferee. The transferee is liable for the debts, obligations, and
liabilities of the transferor only to the extent provided in the contract or agreement between the
transferee and the transferor or to the extent provided by law.
History: 2003 c 105 art 1 s 52