§ 101. Short title

§ 101. Short title This title may be cited as the Mutual Benefit Enterprise Act. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)

§ 102. Definitions

§ 102. Definitions As used in this title, the following words have the following meanings: (1) “Articles of organization” means the articles of organization of a mutual benefit enterprise required by section 302 of this title. The term includes the articles as amended or restated. (2) “Board of directors” means the board of directors of […]

§ 103. Mutual benefit enterprise subject to amendment or repeal

§ 103. Mutual benefit enterprise subject to amendment or repeal A mutual benefit enterprise governed by this title is subject to any amendment or repeal. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)

§ 104. Nature of mutual benefit enterprise

§ 104. Nature of mutual benefit enterprise (a) A mutual benefit enterprise organized under this title is an autonomous, unincorporated association of persons united to meet their mutual interests through a jointly owned enterprise primarily controlled by those persons, which permits combining: (1) ownership, financing, and receipt of benefits by the members for whose interests […]

§ 105. Purpose and duration of mutual benefit enterprise

§ 105. Purpose and duration of mutual benefit enterprise (a) A mutual benefit enterprise is an entity distinct from its members. (b) A mutual benefit enterprise may be organized for any lawful purpose, whether or not for profit. (c) Unless the articles of organization state a term for a mutual benefit enterprise’s existence, the enterprise […]

§ 106. Powers

§ 106. Powers A mutual benefit enterprise may sue and be sued in its own name and do all things necessary or convenient to carry on its activities. An enterprise may maintain an action against a member for harm caused to the enterprise by the member’s violation of a duty to the enterprise or of […]

§ 107. Governing law

§ 107. Governing law The law of this State governs: (1) the internal affairs of a mutual benefit enterprise; and (2) the liability of a member as member and a director as director for the debts, obligations, or other liabilities of a mutual benefit enterprise. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April […]

§ 108. Supplemental principles of law

§ 108. Supplemental principles of law Unless displaced by particular provisions, the principles of law and equity supplement this title. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)

§ 109. Requirements of other laws

§ 109. Requirements of other laws (a) This title does not alter or amend any law that governs the licensing and regulation of an individual or entity in carrying on a specific business or profession even if that law permits the business or profession to be conducted by a mutual benefit enterprise, a foreign enterprise, […]

§ 110. Relation to restraint of trade and antitrust laws

§ 110. Relation to restraint of trade and antitrust laws To the extent that a mutual benefit enterprise or activities conducted by the enterprise in this State meet the material requirements for other cooperatives entitled to an exemption from or immunity under any provision of the restraint of trade or antitrust laws of this State, […]

§ 111. Name

§ 111. Name (a) The name of a mutual benefit enterprise shall contain the words “mutual benefit enterprise” or the abbreviation “M.B.E.” or “MBE.” “Mutual” may be abbreviated as “Mut.” “Benefit” may be abbreviated as “Ben.” “Enterprise” may be abbreviated as “Ent.” (b) Unless otherwise provided in this title, a mutual benefit enterprise may apply […]

§ 112. Reservation of name

§ 112. Reservation of name (a) A person may reserve the exclusive use of the name of a mutual benefit enterprise, including a fictitious name for a foreign enterprise whose name is not available under section 111 of this title, by delivering an application to the Secretary of State for filing. The application shall set […]

§ 113. Effect of organic rules

§ 113. Effect of organic rules (a) The relations between a mutual benefit enterprise and its members are consensual. Unless required, limited, or prohibited by this title, the organic rules may provide for any matter concerning the relations among the members of the enterprise and between the members and the enterprise, the activities of the […]

§ 114. Required information

§ 114. Required information (a) Subject to subsection (b) of this section, a mutual benefit enterprise shall maintain in a record available at its principal office: (1) a list containing the name, last known street address and, if different, mailing address, and term of office of each director and officer; (2) the initial articles of […]

§ 115. Business transactions of member with mutual benefit enterprise

§ 115. Business transactions of member with mutual benefit enterprise Subject to sections 818 and 819-819c of this title, and except as otherwise provided in the organic rules or a specific contract relating to a transaction, a member may lend money to and transact other business with a mutual benefit enterprise in the same manner […]

§ 116. Dual capacity

§ 116. Dual capacity A person may have a patron member’s interest and an investor member’s interest in a mutual benefit enterprise. When such person acts as a patron member, the person is subject to this title and the organic rules governing patron members. When such person acts as an investor member, the person is […]

§ 117. Designated office and agent for service of process

§ 117. Designated office and agent for service of process (a) A mutual benefit enterprise or a foreign enterprise that has a certificate of authority under section 1404 of this title shall designate and continuously maintain in this State: (1) an office, as its designated office, which need not be a place of the enterprise’s […]

§ 118. Change of designated office or agent for service of process

§ 118. Change of designated office or agent for service of process (a) Except as otherwise provided in subsection 207(e) of this title, to change its designated office, its agent for service of process, or the street address or, if different, mailing address of its principal office, a mutual benefit enterprise shall deliver to the […]

§ 119. Resignation of agent for service of process

§ 119. Resignation of agent for service of process (a) To resign as an agent for service of process of a mutual benefit enterprise or foreign enterprise, the agent shall deliver to the Secretary of State for filing a statement of resignation containing the name of the agent and the name of the enterprise or […]

§ 120. Service of process

§ 120. Service of process (a) An agent for service of process appointed by a mutual benefit enterprise or foreign enterprise is an agent of the enterprise or foreign enterprise for service of process, notice, or a demand required or permitted by law to be served upon the enterprise or foreign enterprise. (b) If a […]