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§ 308B.911 Revocation Of Dissolution Proceedings

Statute text

Extracted from the Revisor of Statutes; first captured here October 15, 2026. Formatting and whitespace are normalized. Extraction can contain errors; the linked official text controls.

Subdivision 1. Authority to revoke.

Dissolution proceedings may be revoked before the articles of dissolution are filed with the secretary of state.

Subdivision 2. Revocation by members.

The chair may call a members' meeting to consider the advisability of revoking the dissolution proceedings. The question of the proposed revocation shall be submitted to the members at the members' meeting called to consider the revocation. The dissolution proceedings are revoked if the proposed revocation is approved at the members' meeting by a majority of the members of the cooperative or for a cooperative with articles or bylaws requiring a greater number of members, the number of members required by the articles or bylaws.

Subdivision 3. Filing with secretary of state.

Revocation of dissolution proceedings is effective when a notice of revocation is filed with the secretary of state. After the notice is filed, the cooperative may resume business.

History: 2003 c 105 art 1 s 73

Notes & interpretation Not part of the law

Verified against sources: October 15, 2026Last edited: October 16, 2026

In plain language#

A voluntary dissolution can be undone, but only before articles of dissolution are filed with the Secretary of State (subd. 1; see § 308B.921). The process:

  • Members' meeting (subd. 2). The chair may call a members' meeting to consider revocation, and the question is submitted at that meeting. Dissolution proceedings are revoked if approved by a majority of the members of the cooperative, or, if the articles or bylaws require a greater number, the number they require.
  • Filing (subd. 3). Revocation takes effect when a notice of revocation is filed with the Secretary of State. After that the cooperative may resume business.

How it works in practice#

  • The measure is "a majority of the members of the cooperative," not a majority of votes cast at the meeting, so attendance matters; the text on its face counts members.
  • This section expressly authorizes the chair to call the revocation meeting. Read it with § 308B.515's general special-meeting routes (board majority or qualifying member petition), rather than assuming that a silent or unwilling chair eliminates those general procedures. Confirm the meeting and notice record for the proposed revocation.
  • Revoking does not by its terms erase the effect of the earlier notice of intent. The statute does not say what happens to the two-year claim period in § 308B.915 once dissolution is revoked.

Sources

  • P1 Minnesota Statutes, Chapter 308B (Cooperative Associations), Office of the Revisor of Statutes, State of Minnesota. revisor.mn.gov (primary; accessed October 15, 2026)

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