2007 Minnesota Statutes

308B.625 RESTRICTION ON TRANSFER OR REGISTRATION OF MEMBERSHIP
INTERESTS.
    Subdivision 1. How imposed. A restriction on the transfer or registration of transfer of
membership interests of a cooperative may be imposed in the articles, in the bylaws, by a
resolution adopted by the members, or by an agreement among or other written action by a
number of members or holders of other membership interests or among them and the cooperative.
A restriction is not binding with respect to membership interests issued prior to the adoption of
the restriction, unless the holders of those membership interests are parties to the agreement
or voted in favor of the restriction.
    Subd. 2. Restrictions permitted. A written restriction on the transfer or registration of
transfer of membership interests of a cooperative that is not manifestly unreasonable under
the circumstances may be enforced against the holder of the restricted membership interests
or a successor or transferee of the holder, including a pledgee or a legal representative, if the
restriction is either:
(1) noted conspicuously on the face or back of the certificate;
(2) included in this chapter or the articles or bylaws; or
(3) included in information sent to the holders of uncertificated membership interests.
Unless a restriction is in this chapter, the articles, bylaws, noted conspicuously on the face or back
of the certificate, or included in information sent to the holders of uncertificated membership
interests, a restriction, even though permitted by this section, is ineffective against a person
without knowledge of the restriction. A restriction under this section is deemed to be noted
conspicuously and is effective if the existence of the restriction is stated on the certificate and
reference is made to a separate document creating or describing the restriction.
History: 2003 c 105 art 1 s 59