Subdivision 1. Contents. (a) The incorporators shall prepare the articles, which must include:
(1) the name of the cooperative;
(2) the purpose of the cooperative;
(3) the principal place of business for the cooperative;
(4) the period of duration for the cooperative, if the duration is not to be perpetual; and
(5) the registered office address of the cooperative and the name of the registered agent, if any, at that address.
(b) The articles may contain other lawful provisions, including:
(1) if the cooperative is to be organized on a capital stock basis, the total authorized number of shares and the par value of each share:
(2) if the shares of the cooperative are to be classified, a description of the classes of shares, including a statement of the number of shares in each class and relative rights, preferences, and restrictions granted to or imposed upon the shares of each class; and
(3) the names, post office addresses, and terms of office of the directors of the first board.
(c) The articles must be signed by and must include the names and addresses of the incorporators.
(d) The following provisions are presumed to be part of the articles of a cooperative formed under this chapter:
(1) individuals owning common stock shall be restricted to one vote in the affairs of the cooperative or a statement that the cooperative is one described in section 308A.641, subdivision 2;
(2) shares of stock are transferable only with the approval of the board;
(3) dividends on the capital stock and nonstock units of equity of the cooperative may not exceed eight percent annually;
(4) net income in excess of dividends and additions to reserves shall be distributed on the basis of patronage, and that the records of the cooperative may show the interest of patrons, stockholders of any classes, and members in the reserves; and
(5) only common stockholders have voting power.
Subd. 2. Filing articles. (a) The original articles must be filed with the secretary of state.
(b) The fee for filing the articles with the secretary of state is $60.
Subd. 3. Presumption in filing articles. When the articles of incorporation have been filed with the secretary of state and the required fee has been paid to the secretary of state, it is presumed that:
(1) all conditions precedent that are required to be performed by the incorporators have been complied with;
(2) the cooperative has been incorporated; and
(3) the secretary of state shall issue a certificate of incorporation to the cooperative.
1989 c 144 art 1 s 10; art 3 s 3,4; 1991 c 205 s 12; 1995 c 150 s 1; 1998 c 401 s 46; 2010 c 250 art 2 s 14
Structure Minnesota Statutes
Chapters 300 - 323A — Business, Social, And Charitable Organizations
Section 308A.005 — Definitions.
Section 308A.011 — Use Of Term Cooperative Restricted.
Section 308A.015 — Reservation Of Right.
Section 308A.021 — Filing Fee.
Section 308A.025 — Registered Office.
Section 308A.027 — Annual Renewal.
Section 308A.032 — Foreign Cooperatives; Sections Applicable.
Section 308A.101 — Organizational Purpose.
Section 308A.105 — Incorporators.
Section 308A.121 — Cooperative Name.
Section 308A.125 — Stock And Nonstock Organization.
Section 308A.131 — Articles Of Incorporation.
Section 308A.135 — Amendment Of Articles.
Section 308A.141 — Amendment Of Articles To Be Governed By This Chapter.
Section 308A.145 — Amendment Of Articles To Incorporate Defectively Organized Cooperative.
Section 308A.155 — Corporate Existence.
Section 308A.205 — Agricultural Marketing Contracts.
Section 308A.210 — Telecommunication Services Purchasing Cooperatives.
Section 308A.301 — Board Governs Cooperative.
Section 308A.305 — Number Of Directors.
Section 308A.311 — Election Of Directors.
Section 308A.313 — Apportionment Of Directors Among Districts Or Units.
Section 308A.315 — Filling Vacancies.
Section 308A.321 — Removal Of Directors.
Section 308A.325 — Limitation Of Director's Liability.
Section 308A.327 — Electric Cooperative; Board Meetings.
Section 308A.328 — Standard Of Conduct.
Section 308A.501 — Capital Stock.
Section 308A.503 — Health Care Cooperative Members.
Section 308A.505 — Subject To Securities Law.
Section 308A.601 — Grouping Of Members.
Section 308A.605 — Member And Stockholder Violations.
Section 308A.611 — Regular Members' Meetings.
Section 308A.615 — Special Members' Meetings.
Section 308A.621 — Certification Of Mailed Meeting Notice.
Section 308A.625 — Failure To Receive Meeting Notice.
Section 308A.635 — Member Voting Rights.
Section 308A.645 — Vote Of Corporate Stock Held By Cooperative.
Section 308A.705 — Distribution Of Income.
Section 308A.711 — Distribution Of Unclaimed Property.
Section 308A.801 — Merger And Consolidation.
Section 308A.901 — Liquidation.
Section 308A.905 — Methods Of Dissolution.
Section 308A.911 — Voluntary Dissolution By Members.
Section 308A.915 — Winding Up.
Section 308A.921 — Revocation Of Dissolution Proceedings.
Section 308A.925 — Statute Of Limitations.
Section 308A.931 — Articles Of Dissolution.
Section 308A.935 — Application For Court-supervised Voluntary Dissolution.
Section 308A.941 — Court-ordered Remedies Or Dissolution.
Section 308A.945 — Procedure In Involuntary Or Court-supervised Voluntary Dissolution.
Section 308A.951 — Receiver Qualifications And Powers.
Section 308A.955 — Dissolution Action By Attorney General.
Section 308A.961 — Filing Claims In Court-supervised Dissolution Proceedings.
Section 308A.965 — Discontinuance Of Court-supervised Dissolution Proceedings.
Section 308A.971 — Court-supervised Dissolution Order.
Section 308A.975 — Filing Court's Dissolution Order.
Section 308A.981 — Barring Of Claims.
Section 308A.985 — Right To Sue Or Defend After Dissolution.