Title Minnesota Statutes, Minnesota Statutes

317A.022 ELECTION BY CERTAIN CHAPTER 318 ASSOCIATIONS. § Subdivision 1. [Repealed, 2011 c 106 s 27] § Subd. 2.Amended title and other conforming amendments. The declaration of trust, as defined in section 318.02, subdivision 1, of the association must be amended to identify it as…

317A.031 TRANSITION; CONTINUATION OF LEGAL ACTS. The continuation or completion of an act by a corporation that is not incorporated under, but has become governed by, this chapter, and the continuation or performance of an executed or wholly or partially executory contract, conve…

317A.041 RESERVATION OF RIGHT. The state reserves the right to amend or repeal this chapter. A corporation governed by this chapter is subject to this reserved right. History: 1989 c 304 s 5

317A.051 SCOPE OF CHAPTER. § Subdivision 1.General. This chapter does not apply to cooperative associations, public cemetery corporations and associations, and private cemeteries. § Subd. 2.Religious corporations. This chapter does not apply to a religious corporation authorized …

317A.061 FOREIGN NONPROFIT CORPORATIONS; SECTIONS APPLICABLE. § Subdivision 1.General. Except for this section and section 317A.651 concerning merger or consolidation, this chapter does not apply to foreign nonprofit corporations. § Subd. 2.Sections applicable. (a) Except as prov…

317A.101 PURPOSES. A corporation may be incorporated under this chapter for any lawful purpose, unless another statute requires incorporation for a purpose under a different law. Unless otherwise limited in its articles, a corporation has a general purpose of engaging in any lawf…

317A.105 INCORPORATORS. One or more adult natural persons may act as incorporators of a corporation by filing articles of incorporation for the corporation with the secretary of state. History: 1989 c 304 s 9

317A.111 ARTICLES. § Subdivision 1.Required provisions. The articles of incorporation must contain: (1) the name of the corporation; (2) the address of the registered office of the corporation and the name of its registered agent, if any, at that address; and (3) the name and add…

317A.113 PRIVATE FOUNDATIONS; PROVISIONS CONSIDERED CONTAINED IN ARTICLES. § Subdivision 1.Provisions required. The articles of incorporation of a corporation that is a private foundation as defined in section 509(a) of the Internal Revenue Code of 1986 and an instrument governin…

317A.115 CORPORATE NAME. § Subdivision 1.Requirements. (a) The corporate name must be in the English language or in another language expressed in English letters or characters. (b) A corporate name may not contain a word or phrase that shows or implies that it may not be incorpor…

317A.117 RESERVED NAME. § Subdivision 1.Who may reserve. A corporate name permitted by section 317A.115 may be reserved in the records of the secretary of state by: (1) a person doing business in this state under that name; (2) a person intending to incorporate under this chapter…

317A.121 MS 2008 [Subds 1 and 2 repealed by amendment, 2010 c 250 art 2 s 17] 317A.121 REGISTERED OFFICE; REGISTERED AGENT. Every corporation shall have a registered office, and may have a registered agent, in the manner prescribed by section 5.36. History: 1989 c 304 s 14; 2010 …

317A.123 MS 2008 [Subds 1 to 3 repealed by amendment, 2010 c 250 art 2 s 18] 317A.123 CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT; CHANGE OF NAME OF REGISTERED AGENT. Every corporation may change its registered office or change its registered agent, and the agent may resign o…

317A.131 AMENDMENT OF ARTICLES. The articles of a corporation may be amended to include or modify a provision that is required or permitted to appear in the articles or to omit a provision not required to be included in the articles. When articles are amended to restate them, the…

317A.133 PROCEDURE FOR AMENDMENT OF ARTICLES. § Subdivision 1.Approval by incorporators or board. A majority of incorporators may amend the articles by written action if no directors are named in the original articles, if no directors have been elected, and if there are no member…

317A.139 ARTICLES OF AMENDMENT. When an amendment has been adopted, articles of amendment must be prepared that contain: (1) the name of the corporation; (2) the amendment adopted; (3) with respect to an amendment restating the articles, a statement that the amendment correctly s…

317A.141 EFFECT OF AMENDMENT. § Subdivision 1.Effect on cause of action. An amendment does not affect an existing cause of action in favor of or against the corporation, a pending suit to which the corporation is a party, nor the existing rights of persons other than members. § S…

317A.151 FILING; EFFECTIVE DATE OF ARTICLES. § Subdivision 1.Filing required. Articles of incorporation and articles of amendment must be filed with the secretary of state. § Subd. 2.Effective date. Articles of incorporation are effective and corporate existence begins when the a…

317A.155 PRESUMPTION; CERTIFICATE OF INCORPORATION. When the articles of incorporation have been filed with the secretary of state and the required fee has been paid to the secretary of state, it is presumed that conditions precedent required to be performed by the incorporators …

317A.161 POWERS. § Subdivision 1.Generally; limitations. A corporation has the powers in this section, subject to limitations provided in applicable federal or state law or in its articles or bylaws. § Subd. 2.Duration. A corporation has perpetual duration. § Subd. 3.Legal capaci…

317A.163 CORPORATE SEAL. § Subdivision 1.Seal not required. A corporation may, but need not, have a corporate seal. The use or nonuse of a corporate seal does not affect the validity, recordability, or enforceability of a document or act. If a corporation has a corporate seal, th…

317A.165 EFFECT OF LACK OF POWER; ULTRA VIRES. § Subdivision 1.General. Except as provided in this section, the doing, continuing, or performing by a corporation of an act, or an executed or wholly or partially executory contract, conveyance, or transfer to or by the corporation,…

317A.171 ORGANIZATION. § Subdivision 1.Role of incorporators. If the first board is not named in the articles, the incorporators may elect the first board or may act as directors with the powers, rights, duties, and liabilities of directors, until directors are elected. Upon the …

317A.181 BYLAWS. § Subdivision 1.Generally. A corporation may, but need not, have bylaws. Bylaws may contain any provision relating to the management or regulation of the affairs of the corporation consistent with law or the articles, including but not limited to: (1) the number …

317A.201 BOARD. The business and affairs of a corporation must be managed by or under the direction of a board of directors. All directors are entitled to vote and have equal rights and preferences except as otherwise provided in the articles or bylaws. The members of the first b…

317A.203 NUMBER. A board of directors must consist of three or more individuals, with the number specified in or fixed in accordance with the articles or bylaws. Notwithstanding section 317A.227, if the power to elect or appoint directors is vested in the board of directors and i…

317A.205 QUALIFICATIONS; ELECTION. The qualifications and method of election or appointment of directors may be imposed by or in the manner provided in the articles or bylaws, provided that directors must be natural persons and a majority of the directors must be adults. The arti…

317A.207 TERMS. § Subdivision 1.Length. (a) Directors are elected or appointed and hold office for fixed terms provided for in the articles or bylaws. A term of a director, other than an ex officio director, may not exceed ten years. If the articles or bylaws do not provide for a…

317A.209 EXPIRATION OF TERM; ACTS NOT VOID OR VOIDABLE. The expiration of a director's term with or without the election of a qualified successor does not make prior or later acts of the officers or the board void or voidable. History: 1989 c 304 s 31

317A.211 COMPENSATION. Subject to a limitation in the articles or bylaws, the board may fix the compensation of directors. History: 1989 c 304 s 32

317A.213 CLASSIFICATION OF DIRECTORS. (a) Except as provided in paragraph (b), directors may be divided into classes. (b) Directors of a corporation described in section 317A.811, subdivision 1, may not vote by class except when the articles or bylaws provide that only one class …

317A.215 CUMULATIVE VOTING FOR DIRECTORS. Unless the articles provide otherwise, there is no cumulative voting. History: 1989 c 304 s 34

317A.221 RESIGNATION. (a) A director may resign at any time 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 time is specified in the notice. (b) If a resignation is …

317A.223 REMOVAL OF DIRECTORS. § Subdivision 1.Modification. The provisions of this section apply unless a different method of removal is provided for in the articles or bylaws. § Subd. 2.Removal by directors when there are members with voting rights. If there are members with vo…

317A.225 REMOVAL OF APPOINTED DIRECTORS. Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director. The person removing the director shall do so by giving written notice of the removal to the d…

317A.227 VACANCIES. (a) Unless the articles or bylaws provide otherwise, and except as provided in paragraphs (b), (c), and (d), if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors: (1) the members with voting r…

317A.231 BOARD MEETINGS. § Subdivision 1.Time; place. Meetings of the board may be held as provided in the articles or bylaws in or out of this state. Unless the articles or bylaws provide otherwise, a meeting of the board must be held at least once per year. If the articles or b…

317A.235 QUORUM. A majority, or a larger or smaller proportion or number provided in the articles or bylaws but not less than one-third, of the directors currently holding office is a quorum for the transaction of business. In the absence of a quorum, a majority of the directors …

317A.237 ACT OF THE BOARD. The board shall take action by the affirmative vote of a majority of directors with voting rights present and entitled to vote at a duly held meeting, unless this chapter or the articles or bylaws require the affirmative vote of a larger proportion or n…

317A.239 ACTION WITHOUT MEETING. § Subdivision 1.Method. An action required or permitted to be taken at a board meeting may be taken by written action signed, or consented to by authenticated electronic communication, by all of the directors. If the articles so provide, an action…

317A.241 COMMITTEES. § Subdivision 1.Generally. A resolution approved by the affirmative vote of a majority of the board may establish committees having the authority of the board in the management of the business of the corporation only to the extent provided in the resolution. …

317A.251 STANDARD OF CONDUCT. § Subdivision 1.Standard; liability. A director shall discharge the duties of the position of director in good faith, in a manner the director reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent…

317A.255 DIRECTOR CONFLICTS OF INTEREST. § Subdivision 1.Conflict; procedure when conflict arises. (a) A contract or other transaction between a corporation and: (1) its director or a member of the family of its director; (2) a director of a related organization, or a member of t…

317A.257 UNPAID DIRECTORS; LIABILITY FOR DAMAGES. § Subdivision 1.Generally. Except as provided in subdivision 2, a person who serves without compensation as a director, officer, trustee, member, or agent of an organization exempt from state income taxation under section 290.05, …

317A.301 OFFICERS REQUIRED. A corporation must have one or more natural persons exercising the functions of the offices of president and treasurer, however designated. History: 1989 c 304 s 47; 1990 c 488 s 21; 2010 c 250 art 1 s 30

317A.305 DUTIES OF REQUIRED OFFICERS. § Subdivision 1.Presumption; modification. Unless the articles, the bylaws, or a resolution adopted by the board and consistent with the articles or bylaws provide otherwise, the president and treasurer have the duties in this section. § Subd…