Minnesota Statutes
Chapter 317A — Nonprofit Corporations
Section 317A.751 — Judicial Intervention; Equitable Remedies Or Dissolution.

Subdivision 1. General; when permitted. A court may grant equitable relief it considers just and reasonable in the circumstances or may dissolve a corporation and liquidate its assets and business as provided in this section.
Subd. 2. Supervised voluntary dissolution. A court may grant equitable relief in a supervised voluntary dissolution under section 317A.741.
Subd. 3. Action by director or members with voting rights. A court may grant equitable relief in an action by a director or at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, when it is established that:
(1) the directors or the persons having the authority otherwise vested in the board are deadlocked in the management of the corporate affairs, the members cannot break the deadlock, and the corporation or the parties have not provided for a procedure to resolve the dispute;
(2) the directors or those in control of the corporation have acted fraudulently, illegally, or in a manner unfairly prejudicial toward one or more members in their capacities as members, directors, or officers;
(3) the members of the corporation are so divided in voting power that, for a period that includes the time when two consecutive regular meetings were held, they have failed to elect successors to directors whose terms have expired or would have expired upon the election and qualification of their successors;
(4) the corporate assets are being misapplied or wasted; or
(5) the period of duration as provided in the articles has expired.
Subd. 4. Action by creditor. A court may grant equitable relief in an action by a creditor when:
(1) the claim of the creditor has been reduced to judgment and an execution on it has been returned unsatisfied; or
(2) the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation cannot pay its debts in the ordinary course of its activities.
Subd. 5. Action by attorney general. A court may grant equitable relief in an action by the attorney general when it is established that:
(1) the articles and certificate of incorporation were obtained through fraud;
(2) the corporation should not have been formed under this chapter;
(3) the corporation failed to comply with the requirements of sections 317A.021 to 317A.155 essential to incorporation under or election to become governed by this chapter;
(4) the corporation has flagrantly violated a provision of this chapter, has violated a provision of this chapter more than once, or has violated more than one provision of this chapter;
(5) the corporation has engaged in an unauthorized act, contract, conveyance, or transfer or has exceeded its powers;
(6) the corporation has acted, or failed to act, in a manner that constitutes surrender or abandonment of the corporate purpose, franchise, privileges, or enterprise;
(7) the corporation has liabilities and obligations exceeding the corporate assets;
(8) the period of corporate existence has ended without extension;
(9) the corporation has failed for a period of 90 days to pay fees, charges, or penalties required by this chapter;
(10) the corporation has failed for a period of 30 days after changing its registered office to file with the secretary of state a statement of the change;
(11) the corporation has answered falsely or failed to answer a reasonable written interrogatory from the secretary of state, the attorney general, the commissioner of human services, commissioner of commerce, or commissioner of revenue, to the corporation, its officers, or directors;
(12) the corporation has solicited property and has failed to use it for the purpose solicited; or
(13) the corporation has fraudulently used or solicited property.
Subd. 6. Condition of corporation. In determining whether to order equitable relief or dissolution under this section, the court shall consider the financial condition of the corporation but may not refuse to order equitable relief or dissolution solely on the ground that the corporation is solvent.
Subd. 7. Dissolution as remedy. In deciding whether to order dissolution, the court shall consider whether lesser relief suggested by one or more parties, such as any form of equitable relief or a partial liquidation, would be adequate to permanently relieve the circumstances established under subdivision 3, 4, or 5. Lesser relief may be ordered if it would be appropriate under the facts and circumstances of the case.
Subd. 8. Expenses. If the court finds that a party to a proceeding brought under this section has acted arbitrarily, vexatiously, or otherwise not in good faith, it may award reasonable expenses, including attorneys fees and disbursements, to any of the other parties.
Subd. 9. Venue; parties. Proceedings under this section must be brought in a court within the county in which the registered office of the corporation is located. It is not necessary to make members parties to the action or proceeding unless relief is sought against them personally.
1989 c 304 s 106; 1992 c 503 s 13; 2011 c 106 s 15

Structure Minnesota Statutes

Minnesota Statutes

Chapters 300 - 323A — Business, Social, And Charitable Organizations

Chapter 317A — Nonprofit Corporations

Section 317A.001 — Citation.

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.101 — Purposes.

Section 317A.105 — Incorporators.

Section 317A.111 — Articles.

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.123 — Change Of Registered Office Or Registered Agent; Change Of Name Of 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.161 — Powers.

Section 317A.163 — Corporate Seal.

Section 317A.165 — Effect Of Lack Of Power; Ultra Vires.

Section 317A.171 — Organization.

Section 317A.181 — Bylaws.

Section 317A.201 — Board.

Section 317A.203 — Number.

Section 317A.205 — Qualifications; Election.

Section 317A.207 — Terms.

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.227 — Vacancies.

Section 317A.231 — Board Meetings.

Section 317A.235 — Quorum.

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.401 — Members.

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.415 — Delegates.

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.451 — Quorum.

Section 317A.453 — Proxies.

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.505 — Advances.

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.

Section 317A.909 — Corporations For Religious Purposes.