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Chapter 1 - General Provisions
§ 101. Short title - § 101. Short title This title may be cited as...
§ 102. Definitions - § 102. Definitions As used in this title, the following...
§ 103. Mutual benefit enterprise subject to amendment or repeal - § 103. Mutual benefit enterprise subject to amendment or repeal...
§ 104. Nature of mutual benefit enterprise - § 104. Nature of mutual benefit enterprise (a) A mutual...
§ 105. Purpose and duration of mutual benefit enterprise - § 105. Purpose and duration of mutual benefit enterprise (a)...
§ 106. Powers - § 106. Powers A mutual benefit enterprise may sue and...
§ 107. Governing law - § 107. Governing law The law of this State governs:...
§ 108. Supplemental principles of law - § 108. Supplemental principles of law Unless displaced by particular...
§ 109. Requirements of other laws - § 109. Requirements of other laws (a) This title does...
§ 110. Relation to restraint of trade and antitrust laws - § 110. Relation to restraint of trade and antitrust laws...
§ 111. Name - § 111. Name (a) The name of a mutual benefit...
§ 112. Reservation of name - § 112. Reservation of name (a) A person may reserve...
§ 113. Effect of organic rules - § 113. Effect of organic rules (a) The relations between...
§ 114. Required information - § 114. Required information (a) Subject to subsection (b) of...
§ 115. Business transactions of member with mutual benefit enterprise - § 115. Business transactions of member with mutual benefit enterprise...
§ 116. Dual capacity - § 116. Dual capacity A person may have a patron...
§ 117. Designated office and agent for service of process - § 117. Designated office and agent for service of process...
§ 118. Change of designated office or agent for service of process - § 118. Change of designated office or agent for service...
§ 119. Resignation of agent for service of process - § 119. Resignation of agent for service of process (a)...
§ 120. Service of process - § 120. Service of process (a) An agent for service...
Chapter 2 - Filing and Annual Reports
§ 201. Signing of records delivered for filing to Secretary of State - § 201. Signing of records delivered for filing to Secretary...
§ 202. Signing and filing of records pursuant to judicial order - § 202. Signing and filing of records pursuant to judicial...
§ 203. Delivery to and filing of records by Secretary of State; effective time and date - § 203. Delivery to and filing of records by Secretary...
§ 204. Correcting filed record - § 204. Correcting filed record (a) A mutual benefit enterprise...
§ 205. Liability for inaccurate information in filed record - § 205. Liability for inaccurate information in filed record If...
§ 206. Certificate of good standing or authorization - § 206. Certificate of good standing or authorization (a) The...
§ 207. Annual report for Secretary of State - § 207. Annual report for Secretary of State (a) A...
§ 208. Filing fees - § 208. Filing fees The filing fees for records filed...
Chapter 3 - Formation and Initial Articles of Organization of Mutual Benefit Enterprise
§ 301. Organizers - § 301. Organizers A mutual benefit enterprise shall be organized...
§ 302. Formation of mutual benefit enterprise; articles of organization - § 302. Formation of mutual benefit enterprise; articles of organization...
§ 303. Organization of mutual benefit enterprise - § 303. Organization of mutual benefit enterprise (a) After a...
§ 304. Bylaws - § 304. Bylaws (a) Bylaws shall be in a record...
Chapter 4 - Amendment of Organic Rules of Mutual Benefit Enterprise
§ 401. Authority to amend organic rules - § 401. Authority to amend organic rules (a) A mutual...
§ 402. Notice and action on amendment of organic rules - § 402. Notice and action on amendment of organic rules...
§ 403. Method of voting on amendment of organic rules - § 403. Method of voting on amendment of organic rules...
§ 404. Voting by district, class, or voting group - § 404. Voting by district, class, or voting group (a)...
§ 405. Approval of amendment - § 405. Approval of amendment (a) Subject to section 404...
§ 406. Restated articles of organization - § 406. Restated articles of organization A mutual benefit enterprise,...
§ 407. Amendment or restatement of articles of organization; filing - § 407. Amendment or restatement of articles of organization; filing...
Chapter 5 - Members
§ 501. Members - § 501. Members To begin business, a mutual benefit enterprise...
§ 502. Becoming a member - § 502. Becoming a member A person becomes a member:...
§ 503. No power as member to bind enterprise - § 503. No power as member to bind enterprise A...
§ 504. No liability as member for enterprise’s obligations - § 504. No liability as member for enterprise’s obligations Unless...
§ 505. Right of member and former member to information - § 505. Right of member and former member to information...
§ 506. Annual meeting of members - § 506. Annual meeting of members (a) Members shall meet...
§ 507. Special meeting of members - § 507. Special meeting of members (a) A special meeting...
§ 508. Notice of members’ meeting - § 508. Notice of members’ meeting (a) A mutual benefit...
§ 509. Waiver of member’s meeting notice - § 509. Waiver of member’s meeting notice (a) A member...
§ 510. Quorum of members - § 510. Quorum of members Unless the organic rules otherwise...
§ 511. Voting by patron members - § 511. Voting by patron members Except as provided by...
§ 512. Determination of voting power of patron member - § 512. Determination of voting power of patron member (a)...
§ 513. Voting by investor members - § 513. Voting by investor members If the organic rules...
§ 514. Voting requirements for members - § 514. Voting requirements for members If a mutual benefit...
§ 515. Manner of voting - § 515. Manner of voting (a) Unless the organic rules...
§ 516. Action without a meeting - § 516. Action without a meeting (a) Unless the organic...
§ 517. Districts and delegates; classes of members - § 517. Districts and delegates; classes of members (a) The...
Chapter 6 - Member's Interest in Mutual Benefit Enterprise
§ 601. Member’s interest - § 601. Member’s interest A member’s interest: (1) is personal...
§ 602. Patron and investor member’s interests - § 602. Patron and investor member’s interests (a) Unless the...
§ 603. Transferability of member’s interest - § 603. Transferability of member’s interest (a) The provisions relating...
§ 604. Security interest and set-off - § 604. Security interest and set-off (a) A member or...
§ 605. Charging orders for judgment creditor of member or transferee - § 605. Charging orders for judgment creditor of member or...
Chapter 7 - Marketing Contracts
§ 701. Authority - § 701. Authority In this article, “marketing contract” means a...
§ 702. Marketing contracts - § 702. Marketing contracts (a) If a marketing contract provides...
§ 703. Duration of marketing contract - § 703. Duration of marketing contract The initial duration of...
§ 704. Remedies for breach of contract - § 704. Remedies for breach of contract (a) Damages to...
Chapter 8 - Directors and Officers
§ 801. Board of directors - § 801. Board of directors (a) A mutual benefit enterprise...
§ 802. No liability as director for mutual benefit enterprise’s obligations - § 802. No liability as director for mutual benefit enterprise’s...
§ 803. Qualifications of directors - § 803. Qualifications of directors (a) Unless the organic rules...
§ 804. Election of directors and composition of board - § 804. Election of directors and composition of board (a)...
§ 805. Term of director - § 805. Term of director (a) Unless the organic rules...
§ 806. Resignation of director - § 806. Resignation of director A director may resign at...
§ 807. Removal of director - § 807. Removal of director Unless the organic rules otherwise...
§ 808. Suspension of director by board - § 808. Suspension of director by board (a) A board...
§ 809. Vacancy on board - § 809. Vacancy on board (a) Unless the organic rules...
§ 810. Remuneration of directors - § 810. Remuneration of directors Unless the organic rules otherwise...
§ 811. Meetings - § 811. Meetings (a) A board of directors shall meet...
§ 812. Action without meeting - § 812. Action without meeting (a) Unless prohibited by the...
§ 813. Meetings and notice - § 813. Meetings and notice (a) Unless the organic rules...
§ 814. Waiver of notice of meeting - § 814. Waiver of notice of meeting (a) Unless the...
§ 815. Quorum - § 815. Quorum (a) Unless the articles of organization provide...
§ 816. Voting - § 816. Voting (a) Each director shall have one vote...
§ 817. Committees - § 817. Committees (a) Unless the organic rules otherwise provide,...
§ 818. Standards of conduct and liability - § 818. Standards of conduct and liability (a) A director...
§ 819. Definitions - § 819. Definitions For purposes of this section and sections...
§ 819a. Judicial action - § 819a. Judicial action (a) A transaction effected or proposed...
§ 819b. Directors’ action - § 819b. Directors’ action (a) Directors’ action respecting a director’s...
§ 819c. Members’ action - § 819c. Members’ action (a) Members’ action respecting a director’s...
§ 820. Other considerations of directors - § 820. Other considerations of directors In determining what the...
§ 821. Right of director or committee member to information - § 821. Right of director or committee member to information...
§ 822. Appointment and authority of officers - § 822. Appointment and authority of officers (a) A mutual...
§ 823. Resignation and removal of officers - § 823. Resignation and removal of officers (a) The board...
Chapter 9 - Indemnification
§ 901. Article definitions - § 901. Article definitions In this article: (1) “Enterprise” includes...
§ 902. Authority to indemnify - § 902. Authority to indemnify (a) Except as provided in...
§ 903. Mandatory indemnification - § 903. Mandatory indemnification Unless limited by its articles of...
§ 904. Advance for expenses - § 904. Advance for expenses (a) An enterprise may pay...
§ 905. Court-ordered indemnification - § 905. Court-ordered indemnification A director of the enterprise who...
§ 906. Determination and authorization of indemnification - § 906. Determination and authorization of indemnification (a) Except as...
§ 907. Indemnification of officers, employees, and agents - § 907. Indemnification of officers, employees, and agents Unless an...
§ 908. Insurance - § 908. Insurance An enterprise may purchase and maintain insurance...
§ 909. Application of article - § 909. Application of article (a) A provision treating an...
Chapter 10 - Contributions, Allocations, and Distributions
§ 1001. Members’ contributions - § 1001. Members’ contributions The organic rules shall establish the...
§ 1002. Contribution and valuation - § 1002. Contribution and valuation (a) Unless the organic rules...
§ 1003. Contribution agreements - § 1003. Contribution agreements (a) Except as otherwise provided in...
§ 1004. Allocations of profits and losses - § 1004. Allocations of profits and losses (a) The organic...
§ 1005. Distributions - § 1005. Distributions (a) Unless the organic rules otherwise provide...
§ 1006. Redemption or repurchase - § 1006. Redemption or repurchase Property distributed to a member...
§ 1007. Limitations on distributions - § 1007. Limitations on distributions (a) A mutual benefit enterprise...
§ 1008. Liability for improper distributions; limitation of action - § 1008. Liability for improper distributions; limitation of action (a)...
Chapter 11 - Dissociation
§ 1101. Member’s dissociation - § 1101. Member’s dissociation (a) A person has the power...
§ 1102. Effect of dissociation as member - § 1102. Effect of dissociation as member (a) Upon a...
§ 1103. Power of estate of member - § 1103. Power of estate of member Unless the organic...
Chapter 12 - Dissolution
§ 1201. Dissolution and winding up - § 1201. Dissolution and winding up A mutual benefit enterprise...
§ 1202. Nonjudicial dissolution - § 1202. Nonjudicial dissolution Except as otherwise provided in sections...
§ 1203. Judicial dissolution - § 1203. Judicial dissolution The Superior Court may dissolve a...
§ 1204. Voluntary dissolution before commencement of activity - § 1204. Voluntary dissolution before commencement of activity A majority...
§ 1205. Voluntary dissolution by the board and members - § 1205. Voluntary dissolution by the board and members (a)...
§ 1206. Winding up - § 1206. Winding up (a) A mutual benefit enterprise continues...
§ 1207. Distribution of assets in winding up mutual benefit enterprise - § 1207. Distribution of assets in winding up mutual benefit...
§ 1208. Known claims against dissolved mutual benefit enterprise - § 1208. Known claims against dissolved mutual benefit enterprise (a)...
§ 1209. Other claims against dissolved mutual benefit enterprise - § 1209. Other claims against dissolved mutual benefit enterprise (a)...
§ 1210. Court proceeding - § 1210. Court proceeding (a) Upon application by a dissolved...
§ 1211. Administrative dissolution - § 1211. Administrative dissolution (a) The Secretary of State may...
§ 1212. Reinstatement following administrative dissolution - § 1212. Reinstatement following administrative dissolution (a) A mutual benefit...
§ 1213. Denial of reinstatement; appeal - § 1213. Denial of reinstatement; appeal (a) If the Secretary...
§ 1215. Statement of termination - § 1215. Statement of termination (a) A dissolved mutual benefit...
Chapter 13 - Action by Member
§ 1301. Derivative action - § 1301. Derivative action A member may maintain a derivative...
§ 1302. Proper plaintiff - § 1302. Proper plaintiff (a) A derivative action to enforce...
§ 1303. Pleading - § 1303. Pleading In a derivative action to enforce a...
§ 1304. Approval for discontinuance or settlement - § 1304. Approval for discontinuance or settlement A derivative action...
§ 1305. Proceeds and expenses - § 1305. Proceeds and expenses (a) Except as otherwise provided...
Chapter 14 - Foreign Enterprises
§ 1401. Governing law - § 1401. Governing law (a) The law of the State...
§ 1402. Application for certificate of authority - § 1402. Application for certificate of authority (a) A foreign...
§ 1403. Activities not constituting transacting business - § 1403. Activities not constituting transacting business (a) Activities of...
§ 1404. Issuance of certificate of authority - § 1404. Issuance of certificate of authority Unless the Secretary...
§ 1405. Noncomplying name of foreign enterprise - § 1405. Noncomplying name of foreign enterprise (a) A foreign...
§ 1406. Revocation of certificate of authority - § 1406. Revocation of certificate of authority (a) A certificate...
§ 1407. Cancellation of certificate of authority; effect of failure to have certificate - § 1407. Cancellation of certificate of authority; effect of failure...
§ 1408. Action by Attorney General - § 1408. Action by Attorney General The Attorney General may...
Chapter 15 - Disposition of Assets
§ 1501. Disposition of assets not requiring member approval - § 1501. Disposition of assets not requiring member approval Unless...
§ 1502. Member approval of other disposition of assets - § 1502. Member approval of other disposition of assets A...
§ 1503. Notice and action on disposition of assets - § 1503. Notice and action on disposition of assets For...
§ 1504. Disposition of assets - § 1504. Disposition of assets (a) Subject to subsection (b)...
Chapter 16 - Conversion and Merger
§ 1601. Definitions - § 1601. Definitions In this article: (1) “Constituent entity” means...
§ 1602. Conversion - § 1602. Conversion (a) An entity that is not a...
§ 1603. Action on plan of conversion by converting mutual benefit enterprise - § 1603. Action on plan of conversion by converting mutual...
§ 1604. Filings required for conversion; effective date - § 1604. Filings required for conversion; effective date (a) After...
§ 1605. Effect of conversion - § 1605. Effect of conversion (a) An entity that has...
§ 1606. Merger - § 1606. Merger (a) One or more mutual benefit enterprises...
§ 1607. Notice and action on plan of merger by constituent mutual benefit enterprise - § 1607. Notice and action on plan of merger by...
§ 1608. Approval or abandonment of merger by members - § 1608. Approval or abandonment of merger by members (a)...
§ 1609. Filings required for merger; effective date - § 1609. Filings required for merger; effective date (a) After...
§ 1610. Effect of merger - § 1610. Effect of merger (a) When a merger becomes...
§ 1611. Consolidation - § 1611. Consolidation (a) Constituent entities that are mutual benefit...
§ 1612. Article not exclusive - § 1612. Article not exclusive This article does not prohibit...
Chapter 17 - Miscellaneous Provisions
§ 1701. Uniformity of application and construction - § 1701. Uniformity of application and construction In applying and...
§ 1702. Relation to electronic signatures in Global and National Commerce Act - § 1702. Relation to electronic signatures in Global and National...
§ 1703. Savings clause - § 1703. Savings clause This title does not affect an...