Title Minnesota Statutes, Minnesota Statutes

317A.341 RESIGNATION; REMOVAL; VACANCIES. § Subdivision 1.Resignation. An officer may resign by giving written notice to the corporation. The resignation is effective without acceptance when the notice is given to the corporation, unless a later effective date is named in the not…

317A.351 DELEGATION. Unless prohibited by the articles or bylaws or by a resolution adopted by the board, an officer may, without the approval of the board, delegate some or all the duties and powers of an office to other persons. An officer who delegates the duties or powers of …

317A.361 STANDARD OF CONDUCT. § Subdivision 1.Standard; liability. An officer shall discharge the duties of an office in good faith, in a manner the officer reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a lik…

317A.401 MEMBERS. § Subdivision 1.Existence. (a) A corporation may have one or more classes of members or may have no members. In the absence of a provision in its articles or bylaws providing for members, a corporation has no members. (b) If a corporation has no members, an acti…

317A.403 MEMBERSHIP CERTIFICATES. A corporation may issue certificates showing membership in the corporation. In lieu of a membership certificate, a corporation may issue preferred or common stock. Stock may be issued upon the terms and conditions that the board considers appropr…

317A.405 TRANSFER OF MEMBERSHIP. (a) Except as provided in the articles or bylaws, a member of a corporation may not transfer a membership or a right arising from it. (b) Where transfer rights have been provided, a restriction on them is not binding with respect to a member holdi…

317A.407 LIABILITY OF MEMBERS. § Subdivision 1.Third parties. A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation. § Subd. 2.Dues, assessments, or fees. (a) When authority to do so is conferred by the ar…

317A.409 RESIGNATION. A member may resign at any time. The resignation of a member does not relieve the member from any obligations the member may have to the corporation for dues, assessments, or fees or charges for goods or services. History: 1989 c 304 s 60

317A.411 TERMINATION. § Subdivision 1.Fair and reasonable procedure required. A member may not be expelled or suspended, and a membership may not be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith. This section d…

317A.413 PURCHASE OF MEMBERSHIPS. If authorized in its articles or bylaws, a corporation may buy the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions in the articles or bylaws. History: 1989 c 304 s 62

317A.415 DELEGATES. A corporation may provide in its articles or bylaws for delegates having some or all the authority of members. The articles or bylaws may set forth provisions relating to: (1) the characteristics, qualifications, rights, limitations, and obligations of the del…

317A.431 ANNUAL MEETINGS OF MEMBERS WITH VOTING RIGHTS. § Subdivision 1.Frequency. Unless the articles or bylaws provide otherwise, a corporation with members with voting rights shall hold at least an annual meeting of members with voting rights. § Subd. 2.Demand by members. If a…

317A.433 SPECIAL MEETINGS OF MEMBERS WITH VOTING RIGHTS. § Subdivision 1.Who may call. A corporation with members with voting rights shall hold a special meeting of members: (1) on call of its board or persons authorized to do so by the articles or bylaws; or (2) if at least 50 m…

317A.434 COURT-ORDERED MEETING OF MEMBERS WITH VOTING RIGHTS. § Subdivision 1.When authorized. The district court of the county where a corporation's registered office is located may order a meeting to be held: (1) on application of at least 50 members with voting rights or ten p…

317A.435 NOTICE REQUIREMENTS. § Subdivision 1.To whom given. Notice of meetings of members must be given to every member with voting rights as of the record date determined under section 317A.437. If the meeting is an adjourned meeting and the date, time, and place of the meeting…

317A.437 RECORD DATE; DETERMINING MEMBERS ENTITLED TO NOTICE AND VOTE. § Subdivision 1.Determination. The board may fix a date not more than 60 days, or a shorter time period provided in the articles or bylaws, before the date of a meeting of members as the date for the determina…

317A.439 MEMBERS' LIST FOR MEETING. § Subdivision 1.Preparation. After fixing a record date for notice of and voting at a meeting, a corporation shall prepare an alphabetical list of the names of its members who are entitled to notice and to vote. The list must show the address a…

317A.441 RIGHT TO VOTE. (a) Unless the articles or bylaws provide otherwise, each member with voting rights is entitled to one vote on each matter voted on by the members. If a membership stands of record in the names of two or more persons, their acts with respect to voting have…

317A.443 ACT OF THE MEMBERS. § Subdivision 1.General. Except for the election of directors, which is governed by section 317A.205, unless this chapter or the articles or bylaws require a greater vote or voting by class, if a quorum is present, or if a quorum has been present at a…

317A.445 UNANIMOUS ACTION WITHOUT A MEETING. An action required or permitted to be taken at a meeting of the members may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all of the members entitled to vote on that …

317A.447 ACTION BY BALLOT. (a) Except as provided in paragraph (e) and unless prohibited or limited by the articles or bylaws, an action that may be taken at a regular or special meeting of members may be taken without a meeting if the corporation mails or otherwise delivers a ba…

317A.450 REMOTE COMMUNICATIONS FOR MEMBER MEETINGS. § Subdivision 1.Construction and application. This section shall be construed and applied to: (1) facilitate remote communication consistent with other applicable law; and (2) be consistent with reasonable practices concerning r…

317A.451 QUORUM. § Subdivision 1.Number required. Unless otherwise provided by the articles or bylaws, a quorum for a meeting of members is ten percent of the members entitled to vote at the meeting. § Subd. 2.Action. (a) Except as provided in paragraph (b), a quorum is necessary…

317A.453 PROXIES. § Subdivision 1.Authorization. If the articles or bylaws permit proxy voting, a member may cast or authorize the casting of a vote by (1) filing a nonelectronic written appointment of a proxy, signed by the member, with an officer of the corporation at or before…

317A.455 CORPORATION'S ACCEPTANCE OF MEMBER ACT. § Subdivision 1.Name of member. If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the record name of a member, the corporation if acting in good faith may accept the vote, consent, waiver, or proxy …

317A.457 VOTING AGREEMENTS. (a) To the extent permitted in the articles or bylaws, two or more members may provide for how they will vote by signing an agreement for that purpose. An agreement may be valid for a period of up to ten years. The agreement must have a reasonable purp…

317A.461 BOOKS AND RECORDS; FINANCIAL STATEMENT. § Subdivision 1.Articles and bylaws; minutes. A corporation shall keep at its registered office correct and complete copies of its articles and bylaws, accounting records, voting agreements, and minutes of meetings of members, boar…

317A.467 EQUITABLE REMEDIES. If a corporation or an officer or director of the corporation violates this chapter, a court in this state, in an action brought by at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, or by the a…

317A.501 LOANS; GUARANTEES; SURETYSHIP. § Subdivision 1.Prerequisites. A corporation may lend money to, guarantee or pledge its assets as security for an obligation of, become a surety for, or otherwise financially assist a person, if the transaction, or a class of transactions t…

317A.505 ADVANCES. A corporation may, without a vote of the directors, advance money to its directors, officers, employees, or agents to cover expenses that can reasonably be anticipated to be incurred by them in the performance of their duties and for which they would be entitle…

317A.521 INDEMNIFICATION. § Subdivision 1.Definitions. (a) For purposes of this section, the terms defined in this subdivision have the meanings given them. (b) "Corporation" includes a domestic or foreign corporation that was the predecessor of the corporation referred to in thi…

317A.601 MERGER, CONSOLIDATION, OR TRANSFER. § Subdivision 1.Merger or consolidation. Two or more corporations may merge or consolidate, resulting in a single corporation subject to this chapter. A merger or consolidation must be made as provided in sections 317A.611 to 317A.651.…

317A.611 PLAN OF MERGER OR CONSOLIDATION. A plan of merger or consolidation must contain: (1) the names of the corporations proposing to merge or consolidate; (2) the name of the surviving or new corporation; (3) the terms and conditions of the proposed merger or consolidation; (…

317A.613 PLAN APPROVAL. § Subdivision 1.Approval by each constituent corporation. A plan of merger or consolidation must be approved and adopted by each constituent corporation as provided in this section. § Subd. 2.Approval by board and members with voting rights. When a constit…

317A.615 ARTICLES OF MERGER OR CONSOLIDATION; CERTIFICATE. § Subdivision 1.Contents of articles. Upon receiving the approval required by section 317A.613 and after compliance with section 317A.811, if applicable, articles of merger or consolidation must be prepared that contain: …

317A.621 MERGER OF WHOLLY OWNED SUBSIDIARIES. § Subdivision 1.Definitions. (a) For the purposes of this section, the terms in paragraphs (b) and (c) have the meanings given. (b) "Parent" means a corporation that owns, directly or indirectly through one or more wholly owned organi…

317A.631 ABANDONMENT. § Subdivision 1.By members or board of each corporation; under terms of plan. After a plan of merger or consolidation has been approved by each constituent corporation under section 317A.613 and before the effective date of the plan, it may be abandoned: (1)…

317A.641 EFFECTIVE DATE OF MERGER OR CONSOLIDATION; EFFECT. § Subdivision 1.Effective date. A merger or consolidation is effective when the articles of merger or consolidation are filed with the secretary of state or on a later date named in the articles. § Subd. 2.Effect on corp…

317A.643 CONTINUANCE OF CORPORATE AUTHORITY. When an act or instrument is considered necessary or appropriate to evidence the vesting of property or other rights in the single corporation, the persons with authority to do so under the articles or bylaws of each constituent corpor…

317A.651 MERGER OR CONSOLIDATION WITH FOREIGN CORPORATION. § Subdivision 1.When permitted. A corporation may merge or consolidate with a foreign corporation by following the procedures set forth in this section, if the merger or consolidation is permitted by the laws of the state…

317A.661 TRANSFER OF ASSETS; REQUIRED APPROVAL. § Subdivision 1. Approval required. A corporation may sell, lease, transfer, dispose of, or grant a security interest in all or substantially all of its property and assets only as provided in this section. § Subd. 1a.Transfer of as…

317A.671 CERTAIN ASSETS NOT TO BE DIVERTED. Except as provided in section 501B.31, when a corporation: (1) converts; (2) dissolves; (3) merges; (4) substantially changes the use or purposes for which it will use its assets; (5) consolidates; (6) transfers its assets; or (7) grant…

317A.681 CONVERSION. § Subdivision 1.Definitions. (a) For the purposes of sections 317A.671 to 317A.689, the terms in this section have the meanings given. (b) "Organizational document" means: (1) for a domestic or foreign limited liability company, its articles or certificate of…

317A.683 ACTION ON PLAN OF CONVERSION BY CONVERTING CORPORATION. § Subdivision 1.Approval. A plan of conversion must be approved and adopted by a converting corporation as provided in this section. § Subd. 2.Approval by board and members with voting rights. When a corporation has…

317A.685 FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE AND TIME. § Subdivision 1.Articles of conversion. After a plan of conversion is approved: (1) if the converting organization is a converting corporation, the converting corporation shall file articles of conversion with the…

317A.687 ABANDONMENT. Subject to any contractual rights, after a conversion is approved, and at any time before articles of conversion are delivered to the secretary of state for filing under section 317A.685, a converting corporation may amend the plan or abandon the conversion:…