Title Minnesota Statutes, Minnesota Statutes

308C.612 SENIOR HOUSING COOPERATIVE OFFERING DOCUMENTS; GENERAL PROVISIONS.§Subdivision 1.Generally.The senior housing cooperative organized under this chapter shall provide to each subscriber for a membership in the cooperative: (1) an occupancy agreement or proprietary lease; (…

308C.613 BUDGET AND REPLACEMENT RESERVE REQUIREMENTS.§Subdivision 1.Requirements.The annual budget of a senior housing cooperative formed under this chapter shall include, without limitation:(1) the amount included in the budget as a reserve for replacement;(2) the amount include…

308C.614 LIEN FOR ASSESSMENTS.(a) A senior housing cooperative formed under this chapter has a lien on a membership interest, the appurtenant occupancy agreement, and the member's associated occupancy rights for any assessment levied against that membership interest from the time…

308C.615 FORECLOSURE OF LIENS OR TO ACQUIRE OCCUPANCY RIGHTS FOLLOWING MEMBERSHIP TERMINATION IN A SENIOR HOUSING COOPERATIVE.(a) A senior housing cooperative's lien shall be foreclosed by a private sale negotiated by the cooperative, or by an acceptance by the cooperative of the…

308C.616 CERTIFICATED MEMBERSHIP INTERESTS.§Subdivision 1.Certificated; uncertificated.The membership interests of a cooperative shall be either certificated or uncertificated. Each holder of certificated membership interests issued is entitled to a certificate of membership inte…

308C.621 LOST CERTIFICATES; REPLACEMENT.§Subdivision 1.Issuance.A new membership interest certificate may be issued under section 336.8-405 in place of one that is alleged to have been lost, stolen, or destroyed.§Subd. 2.Not overissue.The issuance of a new certificate under this …

308C.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 mem…

308C.627 OPERATING AGREEMENT.§Subdivision 1.Authorization.A written agreement among persons who are then members, including a sole member, or who have signed subscription or contribution agreements, relating to the control of any phase of the business and affairs of the cooperati…

308C.701 AUTHORIZATION, FORM, AND ACCEPTANCE OF CONTRIBUTIONS.§Subdivision 1.Board of directors may authorize.Subject to any restrictions in this chapter regarding occupant and nonoccupant membership interests or in the articles or bylaws, and only when authorized by the board, a…

308C.705 RESTATEMENT OF VALUE OF PREVIOUS CONTRIBUTIONS.§Subdivision 1.Definition.As used in this section, an "old contribution" is a contribution reflected in the required records of a cooperative for a nonoccupant membership interest before the time the cooperative accepts a ne…

308C.711 CONTRIBUTION AGREEMENTS.§Subdivision 1.Signed writing.A contribution agreement, whether made before or after the formation of the cooperative, is not enforceable against the would-be contributor unless it is in writing and signed by the would-be contributor.§Subd. 2.Irre…

308C.715 CONTRIBUTION RIGHTS AGREEMENTS.§Subdivision 1.Agreements permitted.Subject to any restrictions in the articles or bylaws, a cooperative may enter into contribution rights agreements under the terms, provisions, and conditions fixed by the board.§Subd. 2.Writing required …

308C.721 ALLOCATIONS AND DISTRIBUTIONS TO MEMBERS.§Subdivision 1.Allocation of profits and losses.If applicable to the specific type of housing cooperative formed under this chapter, the bylaws or operating agreement shall prescribe the allocation of profits and losses between oc…

308C.725 ALLOCATIONS AND DISTRIBUTIONS TO OCCUPANT MEMBERS.§Subdivision 1.Distribution of net income.A cooperative may set aside a portion of net income allocated to the occupant membership interests as the board determines advisable to create or maintain a capital reserve.§Subd.…

308C.735 DISTRIBUTION OF UNCLAIMED PROPERTY.§Subdivision 1.Alternate procedure to disburse property.A cooperative may, in lieu of paying or delivering to the state the unclaimed property specified in its report of unclaimed property, distribute the unclaimed property to a busines…

308C.801 MERGER AND CONSOLIDATION.§Subdivision 1.Authorization.Unless otherwise prohibited, cooperatives organized under the laws of this state, including cooperatives organized under this chapter or chapter 308A or 308B, may merge or consolidate with each other, a Minnesota limi…

308C.805 MERGER OF SUBSIDIARY.§Subdivision 1.When authorized; contents of plan.(a) For purposes of this section, "subsidiary" means a domestic cooperative, a Minnesota limited liability company, or a foreign cooperative, and "cooperative" means a domestic cooperative. A Minnesota…

308C.835 ABANDONMENT.§Subdivision 1.Abandonment by members before plan effective date.After a plan of merger has been approved by the members entitled to vote on the approval of the plan and before the effective date of the plan, the plan may be abandoned by the same vote that ap…

308C.901 METHODS OF DISSOLUTION.A cooperative may be dissolved by the members or by order of the court.History: 2024 c 96 art 1 s 73 NOTE: This chapter, as added by Laws 2024, chapter 96, article 1, sections 1 to 90, is effective August 1, 2026. Laws 2024, chapter 96, article 1, …

308C.902 VOLUNTARY DISSOLUTION BY MEMBERS.§Subdivision 1.Meeting to consider dissolution.A regular or a special member meeting may be called to consider dissolution of a cooperative.§Subd. 2.Approval.The proposed dissolution must be submitted for approval at the member meeting. T…

308C.903 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 member meeting at which the resolution wa…

308C.905 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 provi…

308C.911 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 president may call a member meeting to consider the…

308C.915 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 within two years after the date the notice of int…

308C.921 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 bee…

308C.925 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 c…

308C.931 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 dissolut…

308C.935 PROCEDURE 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;…

308C.941 RECEIVER QUALIFICATIONS AND POWERS.§Subdivision 1.Qualifications.Any person qualified under section 576.26 may be appointed as a receiver. A receiver must give a bond as required by section 576.27.§Subd. 2.Powers.A receiver may sue and defend all actions as receiver of t…

308C.945 DISSOLUTION ACTION BY ATTORNEY GENERAL; ADMINISTRATIVE DISSOLUTION.§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 art…

308C.951 FILING CLAIMS IN COURT-SUPERVISED DISSOLUTION PROCEEDINGS.In proceedings to dissolve a cooperative, the court may require all creditors and claimants of the cooperative to file their claims under section 576.49. The receiver or any party in interest may object to any cla…

308C.955 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 sh…

308C.961 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 disch…

308C.965 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 di…

308C.971 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 dur…

308C.975 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: 2024 c 96 art 1 s 90 NOTE: This chapter…