Subdivision 1. [Repealed, 2011 c 106 s 27]
Subd. 2. Amended title and other conforming amendments. The declaration of trust, as defined in section 318.02, subdivision 1, of the association must be amended to identify it as the "articles of an association electing to be treated as a nonprofit corporation." All references in this chapter to "articles" or "articles of incorporation" include the declaration of trust of an electing association. If the declaration of trust includes a provision prohibited by this chapter for inclusion in articles of incorporation, omits a provision required by this chapter to be included in articles of incorporation, or is inconsistent with this chapter, the electing association shall amend its declaration of trust to conform to the requirements of this chapter. The appropriate provisions of the association's declaration of trust or bylaws or chapter 318 control the manner of adoption of the amendments required by this subdivision.
Subd. 3. Method of election. An election by an association under subdivision 2 must be made by resolution approved by the affirmative vote of the trustees of the association and by the affirmative vote of the members or other persons with voting rights in the association. The affirmative vote of both the trustees of the association and of the members or other persons with voting rights, if any, in the association must be of the same proportion that is required for an amendment of the declaration of trust of the association before the election, in each case upon proper notice that a purpose of the meeting is to consider an election by the association to cease to be an association subject to and governed by chapter 318 and to become and be a nonprofit corporation subject to and governed by this chapter. The resolution and the articles of the amendment of the declaration of trust must be filed with the secretary of state and are effective upon filing, or a later date as may be set forth in the filed resolution. Upon the effective date, without any other action or filing by or on behalf of the association, the association automatically is subject to this chapter in the same manner and to the same extent as though it had been formed as a nonprofit corporation pursuant to this chapter. Upon the effective date of the election, the association is not considered to be a new entity, but is considered to be a continuation of the same entity.
Subd. 4. Effects of election. Upon the effective date of an association's election under subdivision 3, and consistent with the continuation of the association under this chapter:
(1) the organization has the rights, privileges, immunities, powers, and is subject to the duties and liabilities, of a corporation formed under this chapter;
(2) all real or personal property, debts, including debts arising from a subscription for membership and interests belonging to the association, continue to be the real and personal property, and debts of the organization without further action;
(3) an interest in real estate possessed by the association does not revert to the grantor, or otherwise, nor is it in any way impaired by reason of the election, and the personal property of the association does not revert by reason of the election;
(4) except where the will or other instrument provides otherwise, a devise, bequest, gift, or grant contained in a will or other instrument, in a trust or otherwise, made before or after the election has become effective, to or for the association, inures to the organization;
(5) the debts, liabilities, and obligations of the association continue to be the debts, liabilities, and obligations of the organization, just as if the debts, liabilities, and obligations had been incurred or contracted by the organization after the election;
(6) existing claims or a pending action or proceeding by or against the association may be prosecuted to judgment as though the election had not been affected;
(7) the liabilities of the trustees, members, officers, directors, or similar groups or persons, however denominated, of the association, are not affected by the election;
(8) the rights of creditors or liens upon the property of the association are not impaired by the election;
(9) an electing association may merge with one or more nonprofit corporations in accordance with the applicable provisions of this chapter, and either the association or a nonprofit corporation may be the surviving entity in the merger; and
(10) the provisions of the bylaws of the association that are consistent with this chapter remain or become effective and provisions of the bylaws that are inconsistent with this chapter are not effective.
1994 c 625 art 8 s 66
Structure Minnesota Statutes
Chapters 300 - 323A — Business, Social, And Charitable Organizations
Chapter 317A — Nonprofit Corporations
Section 317A.011 — Definitions.
Section 317A.015 — Legal Recognition Of Electronic Records And Signatures.
Section 317A.021 — Application And Election.
Section 317A.022 — Election By Certain Chapter 318 Associations.
Section 317A.031 — Transition; Continuation Of Legal Acts.
Section 317A.041 — Reservation Of Right.
Section 317A.051 — Scope Of Chapter.
Section 317A.061 — Foreign Nonprofit Corporations; Sections Applicable.
Section 317A.105 — Incorporators.
Section 317A.113 — Private Foundations; Provisions Considered Contained In Articles.
Section 317A.115 — Corporate Name.
Section 317A.117 — Reserved Name.
Section 317A.121 — Registered Office; Registered Agent.
Section 317A.131 — Amendment Of Articles.
Section 317A.133 — Procedure For Amendment Of Articles.
Section 317A.139 — Articles Of Amendment.
Section 317A.141 — Effect Of Amendment.
Section 317A.151 — Filing; Effective Date Of Articles.
Section 317A.155 — Presumption; Certificate Of Incorporation.
Section 317A.163 — Corporate Seal.
Section 317A.165 — Effect Of Lack Of Power; Ultra Vires.
Section 317A.171 — Organization.
Section 317A.205 — Qualifications; Election.
Section 317A.209 — Expiration Of Term; Acts Not Void Or Voidable.
Section 317A.211 — Compensation.
Section 317A.213 — Classification Of Directors.
Section 317A.215 — Cumulative Voting For Directors.
Section 317A.221 — Resignation.
Section 317A.223 — Removal Of Directors.
Section 317A.225 — Removal Of Appointed Directors.
Section 317A.231 — Board Meetings.
Section 317A.237 — Act Of The Board.
Section 317A.239 — Action Without Meeting.
Section 317A.241 — Committees.
Section 317A.251 — Standard Of Conduct.
Section 317A.255 — Director Conflicts Of Interest.
Section 317A.257 — Unpaid Directors; Liability For Damages.
Section 317A.301 — Officers Required.
Section 317A.305 — Duties Of Required Officers.
Section 317A.311 — Other Officers.
Section 317A.315 — Multiple Offices.
Section 317A.321 — Officers Considered Elected.
Section 317A.331 — Contract Rights.
Section 317A.341 — Resignation; Removal; Vacancies.
Section 317A.351 — Delegation.
Section 317A.361 — Standard Of Conduct.
Section 317A.403 — Membership Certificates.
Section 317A.405 — Transfer Of Membership.
Section 317A.407 — Liability Of Members.
Section 317A.409 — Resignation.
Section 317A.411 — Termination.
Section 317A.413 — Purchase Of Memberships.
Section 317A.431 — Annual Meetings Of Members With Voting Rights.
Section 317A.433 — Special Meetings Of Members With Voting Rights.
Section 317A.434 — Court-ordered Meeting Of Members With Voting Rights.
Section 317A.435 — Notice Requirements.
Section 317A.437 — Record Date; Determining Members Entitled To Notice And Vote.
Section 317A.439 — Members' List For Meeting.
Section 317A.441 — Right To Vote.
Section 317A.443 — Act Of The Members.
Section 317A.445 — Unanimous Action Without A Meeting.
Section 317A.447 — Action By Ballot.
Section 317A.450 — Remote Communications For Member Meetings.
Section 317A.455 — Corporation's Acceptance Of Member Act.
Section 317A.457 — Voting Agreements.
Section 317A.461 — Books And Records; Financial Statement.
Section 317A.467 — Equitable Remedies.
Section 317A.501 — Loans; Guarantees; Suretyship.
Section 317A.521 — Indemnification.
Section 317A.601 — Merger, Consolidation, Or Transfer.
Section 317A.611 — Plan Of Merger Or Consolidation.
Section 317A.613 — Plan Approval.
Section 317A.615 — Articles Of Merger Or Consolidation; Certificate.
Section 317A.621 — Merger Of Wholly Owned Subsidiaries.
Section 317A.631 — Abandonment.
Section 317A.641 — Effective Date Of Merger Or Consolidation; Effect.
Section 317A.643 — Continuance Of Corporate Authority.
Section 317A.651 — Merger Or Consolidation With Foreign Corporation.
Section 317A.661 — Transfer Of Assets; Required Approval.
Section 317A.671 — Certain Assets Not To Be Diverted.
Section 317A.681 — Conversion.
Section 317A.683 — Action On Plan Of Conversion By Converting Corporation.
Section 317A.685 — Filings Required For Conversion; Effective Date And Time.
Section 317A.687 — Abandonment.
Section 317A.689 — Effect Of Conversion.
Section 317A.701 — Methods Of Dissolution.
Section 317A.711 — Voluntary Dissolution By Incorporators.
Section 317A.721 — Voluntary Dissolution By Board And Members With Voting Rights.
Section 317A.723 — Filing Notice Of Intent To Dissolve; Effect.
Section 317A.725 — Procedure In Dissolution.
Section 317A.727 — Notice To Creditors And Claimants.
Section 317A.729 — Claims In Dissolution.
Section 317A.730 — Statute Of Limitations.
Section 317A.731 — Revocation Of Dissolution Proceedings.
Section 317A.733 — Articles Of Dissolution; Certificate Of Dissolution; Effect.
Section 317A.735 — Distribution Of Assets.
Section 317A.741 — Supervised Voluntary Dissolution.
Section 317A.751 — Judicial Intervention; Equitable Remedies Or Dissolution.
Section 317A.753 — Procedure In Involuntary Or Supervised Voluntary Dissolution.
Section 317A.755 — Qualifications Of Receivers; Powers.
Section 317A.759 — Filing Claims In Proceedings To Dissolve.
Section 317A.763 — Decree Of Dissolution.
Section 317A.765 — Filing Decree.
Section 317A.771 — Deposit With Commissioner Of Management And Budget Of Amount Due Certain Persons.
Section 317A.781 — Claims Barred; Exceptions.
Section 317A.783 — Right To Sue Or Defend After Dissolution.
Section 317A.791 — Omitted Assets.
Section 317A.811 — Notice To Attorney General; Waiting Period.
Section 317A.813 — Remedial Powers Of Attorney General.
Section 317A.821 — Initial Corporate Registration With Secretary Of State.
Section 317A.823 — Annual Corporate Renewal.
Section 317A.825 — Acceptance Of Registration By Secretary Of State.
Section 317A.827 — Continuation For Certain Purposes; Reinstatement.
Section 317A.901 — Service Of Process On Corporation.
Section 317A.903 — State Interested; Proceedings.
Section 317A.905 — Chambers Of Commerce, Boards Of Trade, Exchanges.
Section 317A.907 — Corporations To Secure Or Maintain Homes For Dependent Children.