In performing their duties under section 317A.725, the board, or the officers acting under the direction of the board, shall distribute the assets of the corporation in the following order of priority:
(1) distribution of assets received and held for a special use or purpose under subdivision 2;
(2) payment of costs and expenses of the dissolution proceedings, including attorney fees and disbursements;
(3) payment of debts, obligations, and liabilities of the corporation;
(4) distribution of assets pursuant to articles or bylaws of the dissolving corporation or the rules or canons of another organization under subdivision 3; and
(5) distribution of remaining assets under subdivision 4.
Assets of the corporation may not be diverted from the uses and purposes for which the assets have been received and held, or from the uses and purposes expressed or intended by the original donor.
Where the articles or bylaws of the dissolving corporation, or the rules or canons of another organization by which the dissolving corporation is bound, provide for a particular distribution of the assets of the dissolving corporation, the assets must be distributed accordingly.
Official Publication of the State of Minnesota
Revisor of Statutes