Title Minnesota Statutes, Minnesota Statutes

308C.009 USE OF TERM COOPERATIVE RESTRICTED.§Subdivision 1.Permissible uses.Businesses subject to this chapter may use the term "cooperative" or "housing cooperative" as part of its corporate or business name. Nothing in this chapter shall preclude a business organized under chap…

308C.101 RESERVATION OF RIGHT.The state reserves the right to amend or repeal the provisions of this chapter by law. A cooperative organized or governed by this chapter is subject to this reserved right.History: 2024 c 96 art 1 s 6 NOTE: This chapter, as added by Laws 2024, chapt…

308C.111 FILING FEES.Unless otherwise provided, the filing fee for documents filed under this chapter with the secretary of state is $35.History: 2024 c 96 art 1 s 7 NOTE: This chapter, as added by Laws 2024, chapter 96, article 1, sections 1 to 90, is effective August 1, 2026. L…

308C.115 REGISTERED OFFICE.A cooperative must have a registered office and may have a registered agent. A cooperative may change its registered agent and the agent may resign or change its business address or its name in the manner prescribed by section 5.36.History: 2024 c 96 ar…

308C.121 ANNUAL RENEWAL.§Subdivision 1.Annual renewal.A cooperative governed by this chapter must file an annual renewal with the secretary of state in each calendar year following the calendar year in which the cooperative was incorporated. The secretary of state may send annual…

308C.201 ORGANIZATIONAL PURPOSE.A cooperative may be formed and organized on a cooperative basis and plan under this chapter:(1) to provide housing on a nonprofit and cooperative basis to older persons in accordance with the provisions of this chapter, the Fair Housing Act, Title…

308C.205 ORGANIZERS.A cooperative may be organized by one or more organizers who shall be adult natural persons and who may act for themselves as individuals or as agents of other entities.History: 2024 c 96 art 1 s 11 NOTE: This chapter, as added by Laws 2024, chapter 96, articl…

308C.211 COOPERATIVE NAME.§Subdivision 1.Distinguished name.The name of a cooperative shall distinguish the cooperative upon the records in the Office of the Secretary of State from the name of a domestic business entity or a foreign business entity, authorized or registered to d…

308C.215 ARTICLES OF ORGANIZATION.§Subdivision 1.Requirements.(a) The articles of the cooperative shall include:(1) the name of the cooperative;(2) the organizational purpose of the cooperative in accordance with this chapter;(3) the name and address of each organizer;(4) the per…

308C.221 AMENDMENT OF ARTICLES.§Subdivision 1.Procedure.(a) The articles of a cooperative shall be amended as follows:(1) the board, by majority vote, shall pass a resolution stating the text of the proposed amendment. The text of the proposed amendment and an attached mail or al…

308C.225 AMENDMENT OF ORGANIZATIONAL DOCUMENTS TO BE GOVERNED BY THIS CHAPTER.§Subdivision 1.Authority.(a) A housing cooperative organized under chapter 308A or 308B may convert and become exclusively subject to this chapter by amending the housing cooperative's organizational do…

308C.235 EXISTENCE.§Subdivision 1.Commencement upon filing. The existence of a cooperative shall commence when the articles are filed with the secretary of state.§Subd. 2.Duration. A cooperative shall have a perpetual duration unless the cooperative provides for a limited period …

308C.241 BYLAWS.§Subdivision 1.Required.A cooperative shall have bylaws governing the cooperative's business affairs, structure, qualifications, and classification, and the rights and obligations of members that are not otherwise provided in the articles or by this chapter.§Subd.…

308C.245 COOPERATIVE RECORDS.(a) A cooperative shall retain as permanent records minutes of all meetings of its members and of all board meetings, a record of all actions taken by the members or the board without a meeting by a written unanimous consent in lieu of a meeting, and …

308C.301 POWERS.§Subdivision 1.Generally.In addition to other powers, a cooperative as an agent or otherwise:(1) may perform every act necessary or proper to the conduct of the cooperative's business or the accomplishment of the purposes of the cooperative;(2) has other rights, p…

308C.305 EMERGENCY POWERS.(a) In anticipation of or during an emergency defined in paragraph (d), the board may:(1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and(2) relocate the principal office, designate alternative p…

308C.311 OCCUPANCY AGREEMENTS AND PROPRIETARY LEASES.§Subdivision 1.Authority.A cooperative and its occupant members may make and execute an occupancy agreement, proprietary lease, or other agreements that specify the terms of the occupant members' lease or occupancy of a unit or…

308C.312 LIMITED EQUITY COOPERATIVES.A cooperative formed under this chapter may organize as a limited equity cooperative in order to fulfill the public purpose of providing and preserving housing for persons and households of low and moderate income at the time that they purchas…

308C.401 BOARD GOVERNS COOPERATIVE.A cooperative shall be governed by its board, which shall take all action for and on behalf of the cooperative, except those actions reserved or granted to members. Board action shall be by the affirmative vote of a majority of the directors vot…

308C.405 NUMBER OF DIRECTORS.A board of directors must consist of three or more individuals, with the number specified in or fixed in accordance with the articles or bylaws. The power to elect or appoint directors is vested in the members. If the number of directors is fewer than…

308C.411 ELECTION OF DIRECTORS.§Subdivision 1.First board.Unless appointed by a developer, the organizer or organizers shall elect and obtain the acknowledgment of the first board to serve until directors are elected by members. Until election by members, the first board shall ap…

308C.415 FILLING VACANCIES.§Subdivision 1.Occupant directors.If an occupant member director's position becomes vacant or a new director position is created for a director that was or is to be elected by occupant members, the board, in consultation with the directors elected by oc…

308C.421 REMOVAL OF DIRECTORS.§Subdivision 1.Modification.The provisions of this section apply unless modified by the articles or the bylaws.§Subd. 2.Removal by directors.A director may be removed at any time, with or without cause, if:(1) the director was named by the board to f…

308C.425 BOARD OF DIRECTORS' MEETINGS.§Subdivision 1.Time and place.Meetings of the board may be held from time to time as provided in the articles or bylaws. If the meeting is an open meeting as provided for in this chapter, it must be held on the cooperative's premises or at su…

308C.431 QUORUM.A majority, or a larger portion or number provided in the articles or bylaws, of the directors currently holding office is a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present may adjourn a meeting from time to …

308C.435 ACT OF BOARD OF DIRECTORS.The board shall take action by the affirmative vote of a majority of directors present at a duly held meeting at the time the action is taken, except where this chapter, the articles, or bylaws require the affirmative vote of a larger proportion…

308C.441 ACTION WITHOUT A MEETING.§Subdivision 1.Method.An action required or permitted to be taken at a board meeting may be taken by written action signed by all of the directors. If the articles or bylaws so provide, any action, other than an action requiring member approval, …

308C.451 COMMITTEES.§Subdivision 1.Generally.If the bylaws so provide, the board may establish committees. A resolution approved by the affirmative vote of a majority of the board may establish committees having the authority of the board in the management of the business of the …

308C.455 STANDARD OF CONDUCT.§Subdivision 1.Standard and liability.A director shall discharge the duties of the position of director in good faith, in a manner the director reasonably believes to be in the best interests of the cooperative, and with the care an ordinarily prudent…

308C.461 DIRECTOR CONFLICTS OF INTEREST.§Subdivision 1.Conflict and procedure when conflict arises.(a) A contract or other transaction between a cooperative and one or more of its directors, or between a cooperative and a business entity in or of which one or more of its director…

308C.465 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 the standards of conduct may be eliminated or limited in the articles or bylaws except as provi…

308C.471 INDEMNIFICATION.§Subdivision 1.Definitions.(a) The definitions in this subdivision apply to this section.(b) "Cooperative" includes a domestic or foreign cooperative that was the predecessor of the cooperative referred to in this section in a conversion, merger, or other…

308C.475 OFFICERS.§Subdivision 1.Required officers.(a) The board shall elect:(1) a president or chief executive officer;(2) one or more vice presidents;(3) a secretary; and(4) a treasurer or chief financial officer.(b) The officers, other than the president or a general manager, …

308C.501 MEMBERS.§Subdivision 1.Requirement.A cooperative shall have one or more members.§Subd. 2.Classes of members.A cooperative may have one class of members, all of whom are occupant members or a cooperative may have more than one class of members as long as one class of memb…

308C.502 MEMBER RESTRICTIONS.§Subdivision 1.Older persons.In accordance with the applicable provisions of the Fair Housing Act, Title VIII of the Civil Rights Act of 1968, as amended; United States Code, title 42, chapter 3607, section 807(a)(b)(1)(2), and the rules and regulatio…

308C.505 MEMBER NOT LIABLE FOR COOPERATIVE DEBTS.A member is not, merely on the account of that status, personally liable for the acts, debts, liabilities, or obligations of a cooperative. A member is liable for any unpaid subscription for the membership interest, unpaid membersh…

308C.511 REGULAR MEMBER MEETINGS.§Subdivision 1.Annual meeting.Regular member meetings shall be held annually at a time determined by the board, unless more frequent meetings are provided for in the bylaws.§Subd. 2.Location.The regular member meeting shall be held at the principa…

308C.515 SPECIAL MEMBER MEETINGS.§Subdivision 1.Calling meeting.Special member 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 occupant members and, if authorized, 20 percent of the nonoccupant me…

308C.521 CERTIFICATION OF MEETING NOTICE.§Subdivision 1.Certificate of mailing.After mailing special or regular member meeting notices or otherwise delivering the notices, the cooperative shall execute a certificate containing the date of mailing or delivery of the notice and a s…

308C.525 QUORUM.§Subdivision 1.Quorum.At any annual or special meeting of the members, unless other increased by the bylaws, a quorum necessary for the transaction of business shall be ten percent of the total number of members.§Subd. 2.Quorum for voting by mail.In determining a …

308C.531 REMOTE COMMUNICATIONS FOR MEMBER MEETINGS.§Subdivision 1.Construction and application.This section shall be construed and applied to:(1) facilitate remote communication consistent with other applicable law; and(2) be consistent with reasonable practices concerning remote…

308C.535 ACT OF MEMBERS.§Subdivision 1.Action of affirmative vote of members.(a) The members shall take action by the affirmative vote of a majority of the membership interests present and entitled to vote on that item of business.(b) If the articles or bylaws require a larger pr…

308C.541 ACTION WITHOUT A MEETING.§Subdivision 1.Method.An action required or permitted to be taken at a meeting of the members may be taken by written action signed or consented to by authenticated electronic communication, by a majority of the entire membership of record or suc…

308C.545 MEMBER VOTING RIGHTS.§Subdivision 1.Generally.One membership shall be issued by the cooperative for each dwelling unit or lot in the project such that the resulting number of memberships outstanding at all times is equal to the number of dwelling units or lots in the pro…

308C.571 SALE OF PROPERTY AND ASSETS.§Subdivision 1.Member approval.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 u…

308C.601 MEMBERSHIP INTERESTS.§Subdivision 1.Amounts and divisions of membership interests.The authorized amount and divisions of occupant membership interests and, if authorized, nonoccupant membership interests may be increased, decreased, established, or altered, in accordance…