1.1                          A bill for an act
  1.2             relating to cooperatives; permitting certain optional 
  1.3             voting systems for cooperatives that have other 
  1.4             cooperatives as members; amending Minnesota Statutes 
  1.5             1994, sections 308A.131, subdivision 1; 308A.635, 
  1.6             subdivision 1; and 308A.641. 
  1.7   BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
  1.8      Section 1.  Minnesota Statutes 1994, section 308A.131, 
  1.9   subdivision 1, is amended to read: 
  1.10     Subdivision 1.  [CONTENTS.] (a) The incorporators shall 
  1.11  prepare the articles, which must include:  
  1.12     (1) the name of the cooperative; 
  1.13     (2) the purpose of the cooperative; 
  1.14     (3) the principal place of business for the cooperative; 
  1.15     (4) the period of duration for the cooperative, if the 
  1.16  duration is not to be perpetual; 
  1.17     (5) the total authorized number of shares and the par value 
  1.18  of each share if the cooperative is organized on a capital stock 
  1.19  basis; 
  1.20     (6) a description of the classes of shares, if the shares 
  1.21  are to be classified; 
  1.22     (7) a statement of the number of shares in each class and 
  1.23  relative rights, preferences, and restrictions granted to or 
  1.24  imposed upon the shares of each class, and a provision that only 
  1.25  common stockholders have voting power; 
  1.26     (8) a statement that individuals owning common stock shall 
  2.1   be restricted to one vote in the affairs of the cooperative or a 
  2.2   statement that the cooperative is one described in section 
  2.3   308A.641, subdivision 2; 
  2.4      (9) a statement that shares of stock are transferable only 
  2.5   with the approval of the board; 
  2.6      (10) a statement that dividends on the capital stock of the 
  2.7   cooperative may not exceed eight percent annually; 
  2.8      (11) the names, post office addresses, and terms of office 
  2.9   of the directors of the first board; 
  2.10     (12) a statement that net income in excess of dividends and 
  2.11  additions to reserves shall be distributed on the basis of 
  2.12  patronage, and that the records of the cooperative may show the 
  2.13  interest of patrons, stockholders of any classes, and members in 
  2.14  the reserves; and 
  2.15     (13) the registered office address of the cooperative and 
  2.16  the name of the registered agent, if any, at that address.  
  2.17     (b) The articles must always contain the provisions in 
  2.18  paragraph (a), except that the names, post office addresses, and 
  2.19  terms of offices of the directors of the first board may be 
  2.20  omitted after their successors have been elected by the members 
  2.21  or the articles are amended in their entirety. 
  2.22     (c) The articles may contain other lawful provisions.  
  2.23     (d) The articles must be signed by the incorporators.  
  2.24     Sec. 2.  Minnesota Statutes 1994, section 308A.635, 
  2.25  subdivision 1, is amended to read: 
  2.26     Subdivision 1.  [MEMBER HAS ONE VOTE.] A member of a 
  2.27  cooperative is only entitled to one vote, except that a member 
  2.28  of a cooperative described in section 308A.641 may be entitled 
  2.29  to more than one vote as provided in that section.  
  2.30     Sec. 3.  Minnesota Statutes 1994, section 308A.641, is 
  2.31  amended to read: 
  2.32     308A.641 [~~VOTE OF COOPERATIVE~~ VOTING IN COOPERATIVES 
  2.33  CONSTITUTED ENTIRELY OR PARTIALLY OF OTHER COOPERATIVES OR 
  2.34  ASSOCIATIONS.] 
  2.35     Subdivision 1.  [VOTING BY MEMBERS THAT ARE COOPERATIVES OR 
  2.36  ASSOCIATIONS.] A cooperative that is constituted entirely or 
  3.1   partially of other cooperatives or associations may authorize by 
  3.2   the articles or the bylaws for affiliated cooperative members to 
  3.3   have an additional vote for:  
  3.4      (1) a stipulated amount of business transacted between the 
  3.5   member cooperative and the cooperative central organization; 
  3.6      (2) a stipulated number of members in the member 
  3.7   cooperative; 
  3.8      (3) a certain stipulated amount of equity allocated to or 
  3.9   held by the member cooperative in the ~~cooperative's~~ cooperative 
  3.10  central organization; or 
  3.11     (4) a combination of methods in clauses (1) to (3). 
  3.12     Subd. 2.  [VOTING BY MEMBERS WHO ARE NOT COOPERATIVES OR 
  3.13  ASSOCIATIONS.] A cooperative that is constituted partially of 
  3.14  other cooperatives or associations and partially of members who 
  3.15  are not cooperatives or associations, and that has its members 
  3.16  who are not cooperatives or associations organized into local 
  3.17  units of members, may, by the articles or the bylaws, authorize 
  3.18  the delegates elected by its members who are not cooperatives or 
  3.19  associations, and who are organized into local units of members, 
  3.20  to have an additional vote for: 
  3.21     (1) a stipulated amount of business transacted between the 
  3.22  members in the voting units and the cooperative; 
  3.23     (2) a certain stipulated amount of equity allocated to or 
  3.24  held by the members of the voting units in the cooperative; or 
  3.25     (3) a combination of methods in clauses (1) and (2). 
  3.26     Sec. 4.  [EFFECTIVE DATE.] 
  3.27     Sections 1 to 3 are effective the day following final 
  3.28  enactment.