Title Minnesota Statutes, Minnesota Statutes

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…

317A.311 OTHER OFFICERS. Except to the extent that the articles or bylaws provide that the members may exercise the powers under this section, the board may elect or appoint, in a manner set forth in the articles or bylaws or in a resolution adopted by the board, other officers t…

317A.315 MULTIPLE OFFICES. Unless the articles or bylaws provide otherwise, 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 exerci…

317A.321 OFFICERS CONSIDERED ELECTED. In the absence of an election or appointment of officers by the board or the members with voting rights, the person exercising the principal functions of the president or the treasurer is considered to have been elected to the office. History…

317A.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 if, in the board's judgment, the contract would be in the best inter…

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…