Title Minnesota Statutes, Minnesota Statutes

302A.137 CLASS OR SERIES VOTING ON AMENDMENTS. § Subdivision 1.Amendments creating rights. Except as provided in subdivision 2, the holders of the outstanding shares of a class or series are entitled to vote as a class or series upon a proposed amendment, whether or not entitled …

302A.139 ARTICLES OF AMENDMENT. When an amendment has been adopted, articles of amendment shall be prepared that contain: (a) the name of the corporation; (b) the amendment adopted; (c) with respect to an amendment restating the articles, a statement that the amendment restating …

302A.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, nor a pending suit to which the corporation is a party, nor the existing rights of persons other than sharehol…

302A.151 FILING ARTICLES. Unless filed with the commissioner of commerce, pursuant to other law, articles of incorporation and articles of amendment shall be filed with the secretary of state. History: 1981 c 270 s 18; 2009 c 98 s 9

302A.153 EFFECTIVE DATE OF ARTICLES. Articles of incorporation are effective and corporate existence begins when the articles of incorporation are filed with the secretary of state accompanied by a payment of $135, which includes a $100 incorporation fee in addition to the $35 fi…

302A.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 all conditions precedent required to be performed by the incorporat…

302A.161 POWERS. § Subdivision 1.Generally; limitations. A corporation has the powers set forth in this section, subject to any limitations provided in any other statute of this state or in its articles. § Subd. 2.Duration. A corporation has perpetual duration. § Subd. 3.Legal ca…

302A.163 CORPORATE SEAL. § Subdivision 1.Seal not required. A corporation may, but need not, have a corporate seal, and 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…

302A.165 EFFECT OF LACK OF POWER; ULTRA VIRES. 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, if otherwise lawful, is not invalid because the corporation w…

302A.166 DEFECTIVE CORPORATE ACTS AND SHARES; RATIFICATION. § Subdivision 1.Effect of ratification or validation. Subject to subdivision 7, a defective corporate act or putative share is not void or voidable solely as a result of a failure of authorization if the defective corpor…

302A.167 VALIDITY OF DEFECTIVE CORPORATE ACTS AND SHARES; PROCEEDINGS. § Subdivision 1.When permitted. Subject to subdivision 5, upon application by the corporation, a successor entity to the corporation, a member of the board, a shareholder or beneficial owner of valid shares or…

302A.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 all of the powers, rights, duties, and liabilities of directors, until directors are elected or …

302A.181 BYLAWS. § Subdivision 1.Generally. A corporation may, but need not, have bylaws. Bylaws may contain any provision relating to the management of the business or the regulation of the affairs of the corporation not inconsistent with section 302A.201 or any other provision …

302A.191 FORUM SELECTION PROVISIONS. § Subdivision 1.Authorization. The articles or bylaws may require, consistent with applicable jurisdictional requirements, that any or all internal corporate claims must be brought exclusively in any or all of the courts in this state. The art…

302A.201 BOARD. § Subdivision 1.Board to manage. The business and affairs of a corporation shall be managed by or under the direction of a board, subject to the provisions of subdivision 2 and section 302A.457, and except as may be otherwise provided in the articles. If a provisi…

302A.203 NUMBER. The board shall consist of one or more directors. The number of directors shall be fixed by or in the manner provided in the articles or bylaws. The number of directors may be increased or, subject to section 302A.223, decreased at any time by amendment to or in …

302A.205 QUALIFICATIONS; ELECTION. Directors shall be natural persons. The method of election and any additional qualifications for directors may be imposed by or in the manner provided in the articles or bylaws. History: 1981 c 270 s 28

302A.207 TERMS. Unless fixed terms are provided for in the articles or bylaws, a director serves for an indefinite term that expires at the next regular meeting of the shareholders. A fixed term of a director shall not exceed five years. A director holds office for the term for w…

302A.209 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 subsequent acts of the officers or the board void or voidable. History: 1981 c 270 s 30

302A.211 COMPENSATION. Subject to any limitations in the articles or bylaws, the board may fix the compensation of directors. History: 1981 c 270 s 31

302A.213 CLASSIFICATION OF DIRECTORS. Directors may be divided into classes as provided in the articles or bylaws. History: 1981 c 270 s 32

302A.215 VOTING FOR DIRECTORS; CUMULATIVE VOTING. § Subdivision 1.Required vote. Unless otherwise provided in the articles, directors are elected by a plurality of the voting power of the shares present and entitled to vote on the election of directors at a meeting at which a quo…

302A.221 RESIGNATION. 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. History: 1981 c 270 s 34

302A.223 REMOVAL OF DIRECTORS. § Subdivision 1.Modification. The provisions of this section apply unless modified by the articles, the bylaws, or an agreement described in section 302A.457. § Subd. 2.Removal by directors. A director may be removed at any time, with or without cau…

302A.225 VACANCIES. Unless different rules for filling vacancies are provided for in the articles or bylaws: (a)(1) Vacancies on the board resulting from the death, resignation, removal, or disqualification of a director may be filled by the affirmative vote of a majority of the …

302A.231 BOARD MEETINGS. § Subdivision 1.Time; place. Meetings of the board may be held from time to time as provided in the articles or bylaws at any place within or without the state that the board may select or by any means described in subdivision 2. If the board fails to sel…

302A.233 ABSENT DIRECTORS. If the articles or bylaws so provide, a director may give advance written consent or opposition to a proposal to be acted on at a board meeting. If the director is not present at the meeting, consent or opposition to a proposal does not constitute prese…

302A.235 QUORUM. A majority, or a larger or smaller proportion or number provided in the articles or bylaws, 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 present may adjourn a meetin…

302A.237 ACT OF THE BOARD. § Subdivision 1.Majority required. The board shall take action by the affirmative vote of the greater of (1) a majority of directors present at a duly held meeting at the time the action is taken, or (2) a majority of the minimum proportion or number of…

302A.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, any actio…

302A.241 COMMITTEES. § Subdivision 1.Generally. A resolution approved by the affirmative vote of a majority of the directors currently holding office may establish committees having the authority of the board in the management of the business of the corporation only to the extent…

302A.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…

302A.255 DIRECTOR CONFLICTS OF INTEREST. § Subdivision 1.Conflict; procedure when conflict arises. A contract or other transaction between a corporation and one or more of its directors, or between a corporation and an organization in or of which one or more of its directors are …

302A.301 OFFICERS REQUIRED. A corporation shall have one or more natural persons exercising the functions of the offices, however designated, of chief executive officer and chief financial officer. History: 1981 c 270 s 46

302A.305 DUTIES OF REQUIRED OFFICERS. § Subdivision 1.Presumption; modification. Unless the articles, the bylaws, or a resolution adopted by the board and not inconsistent with the articles or bylaws, provide otherwise, the chief executive officer and chief financial officer have…

302A.311 OTHER OFFICERS. The board may elect or appoint, in a manner set forth in the articles or bylaws or in a resolution approved by the affirmative vote of a majority of the directors present, any other officers the board deems necessary for the operation and management of th…

302A.315 MULTIPLE OFFICES. Any number of offices or functions of those offices may be held or exercised by the same person. If a document must be signed by persons holding different offices or functions and a person holds or exercises more than one of those offices or functions, …

302A.321 OFFICERS DEEMED ELECTED. In the absence of an election or appointment of officers by the board, the person or persons exercising the principal functions of the chief executive officer or the chief financial officer are deemed to have been elected to those offices, except…

302A.331 CONTRACT RIGHTS. The election or appointment of a person as an officer or agent does not, of itself, create contract rights. A corporation may enter into a contract with an officer or agent for a period of time if, in the board's judgment, the contract would be in the be…

302A.341 RESIGNATION; REMOVAL; VACANCIES. § Subdivision 1.Resignation. An officer 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 date is spec…

302A.351 DELEGATION. Unless prohibited by the articles or bylaws or by a resolution approved by the affirmative vote of a majority of the directors present, an officer may, without the approval of the board, delegate some or all of the duties and powers of an office to other pers…

302A.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…

302A.401 AUTHORIZED SHARES. § Subdivision 1.Board may authorize. (a) Subject to any restrictions in the articles, a corporation may issue securities and rights to purchase securities only when authorized by the board. (b) A resolution of the board authorizing the issuance of shar…

302A.402 SHARE DIVIDENDS, DIVISIONS, AND COMBINATIONS. § Subdivision 1.Power to effect. A corporation may effect a share dividend or a division or combination of its shares as provided in this section. § Subd. 2.When shareholder approval required; filing of articles of amendment.…

302A.403 SUBSCRIPTIONS FOR SHARES. § Subdivision 1.Signed writing. A subscription for shares, whether made before or after the incorporation of a corporation, is not enforceable against the subscriber unless it is in writing and signed by the subscriber. § Subd. 2.Irrevocable per…

302A.405 CONSIDERATION FOR SHARES; VALUE AND PAYMENT; LIABILITY. § Subdivision 1.Consideration; procedure. Subject to any restrictions in the articles: (a) Shares may be issued for any consideration, including, without limitation, money or other tangible or intangible property re…