64B.10 ORGANIZATION.
    Subdivision 1. Regulation. A domestic society organized on or after August 1, 1985 shall
be formed according to subdivisions 2 to 6.
    Subd. 2. Formation. Seven or more citizens of the United States, a majority of whom
are citizens of this state, who desire to form a fraternal benefit society, may make, sign, and
acknowledge before some officer competent to take acknowledgment of deeds, articles of
incorporation in which shall be stated:
(1) the proposed corporate name of the society, which shall not so closely resemble the name
of any society or insurance company as to be misleading or confusing;
(2) the purposes for which it is being formed and the mode in which its corporate powers
are to be exercised. These purposes shall not include more liberal powers than are granted by
this chapter;
(3) the names and residences of the incorporators and the names, residences, and official
titles of all the officers, trustees, directors, or other persons who are to have and exercise the
general control of the management of the affairs and funds of the society for the first year or until
the ensuing election at which all such officers shall be elected by the supreme governing body,
which election shall be held not later than one year from the date of issuance of the permanent
certificate of authority.
    Subd. 3. Filing of articles and documents. Articles of incorporation, duly certified copies of
the society's bylaws and rules, copies of all proposed forms of certificates, applications therefor,
and circulars to be issued by the society and a bond conditioned upon the return to applicants of
the advanced payments if the organization is not completed within one year shall be filed with the
commissioner, who may require such further information as the commissioner deems necessary.
The bond with sureties approved by the commissioner shall be in such amount, not less than
$300,000 nor more than $1,500,000, as required by the commissioner. All documents filed are to
be in English. If the purposes of the society conform to the requirements of this chapter and all
provisions of the law have been complied with, the commissioner shall so certify, retain and file
the articles of incorporation, and furnish the incorporators a preliminary certificate of authority
authorizing the society to solicit members as hereinafter provided.
    Subd. 4. Initial solicitations and qualifications. No preliminary certificate of authority
granted under this section shall be valid after one year from its date or after such further period,
not exceeding one year, as may be authorized by the commissioner upon cause shown, unless the
500 applicants hereinafter required have been secured and the organization has been completed as
herein provided. The articles of incorporation and all other proceedings thereunder shall become
null and void in one year from the date of the preliminary certificate of authority, or at the
expiration of the extended period, unless the society shall have completed its organization and
received a certificate of authority to do business.
    Subd. 5. Time for completing organization. Upon receipt of a preliminary certificate of
authority from the commissioner, the society may solicit members for the purpose of completing
its organization, shall collect from each applicant the amount of not less than one regular monthly
premium in accordance with its table of rates, and shall issue to each applicant a receipt for the
amount collected. No society shall incur any liability other than for the return of such advance
premium, nor issue any certificate, nor pay, allow, or offer or promise to pay or allow, any benefit
to any person until:
(1) actual bona fide applications for benefits have been secured on not less than 500
applicants, and any necessary evidence of insurability has been furnished to and approved by
the society;
(2) at least ten subordinate lodges have been established into which the 500 applicants
have been admitted;
(3) there has been submitted to the commissioner, under oath of the president or secretary, or
corresponding officer of the society, a list of applicants, giving their names, addresses, date each
was admitted, name and number of the subordinate lodge of which each applicant is a member,
amount of benefits to be granted, and premiums therefor; and
(4) it shall have been shown to the commissioner, by sworn statement of the treasurer, or
corresponding officer of such society, that at least 500 applicants have each paid in cash at least
one regular monthly premium as herein provided, which premiums in the aggregate shall amount
to at least $150,000. Advance premiums shall be held in trust during the period of organization
and if the society has not qualified for a certificate of authority within one year, the premiums
shall be returned to the applicants.
    Subd. 6. Certificate of compliance; certified copy as evidence. The commissioner may
make such examination and require such further information as the commissioner deems
advisable. Upon presentation of satisfactory evidence that the society has complied with all the
provisions of law, the commissioner shall issue to the society a certificate of authority to that
effect and that the society is authorized to transact business pursuant to this chapter. The certificate
of authority is prima facie evidence of the existence of the society at the date of the certificate.
The commissioner shall cause a record of the certificate of authority to be made. A certified copy
of the record may be given in evidence with like effect as the original certificate of authority.
    Subd. 7. Corporate powers retained. An incorporated society authorized to transact
business in this state August 1, 1985 shall not be required to reincorporate.
History: 1985 c 49 s 10