Title 11C, Title 11C: Mutual Benefit Enterprises

§ 805. Term of director (a) Unless the organic rules otherwise provide and subject to subsections (c) and (d) of this section and subsection 303(c) of this title, the term of a director expires at the annual members’ meeting following the director’s election or appointment. The t…

§ 806. Resignation of director A director may resign at any time by giving notice in a record to the mutual benefit enterprise. Unless the notice states a later effective date, a resignation is effective when the notice is received by the enterprise. (Added 2011, No. 84 (Adj. Ses…

§ 807. Removal of director Unless the organic rules otherwise provide, the following rules apply: (1) Members may remove a director with or without cause. (2) A member or members holding at least 10 percent of the total voting power entitled to be voted in the election of a direc…

§ 808. Suspension of director by board (a) A board of directors may suspend a director if, considering the director’s course of conduct and the inadequacy of other available remedies, immediate suspension is necessary for the best interests of the enterprise and if the director i…

§ 809. Vacancy on board (a) Unless the organic rules otherwise provide, a vacancy on the board of directors shall be filled: (1) notwithstanding subdivision 804(a)(2) and subsection 804(b) of this title, within a reasonable time by majority vote of the remaining directors until t…

§ 810. Remuneration of directors Unless the organic rules otherwise provide, the board of directors may set the remuneration of directors and of nondirector committee members appointed under subsection 817(a) of this title. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 20…

§ 811. Meetings (a) A board of directors shall meet at least annually and may hold meetings inside or outside this State. (b) Unless the organic rules otherwise provide, a board of directors may permit directors to attend or conduct board meetings through the use of any means of …

§ 812. Action without meeting (a) Unless prohibited by the organic rules, any action that may be taken by a board of directors may be taken without a meeting if each director consents in a record to the action. (b) Consent under subsection (a) of this section may be withdrawn by …

§ 813. Meetings and notice (a) Unless the organic rules otherwise provide, a board of directors may establish a time, date, and place for regular board meetings, and notice of the time, date, place, or purpose of those meetings is not required. (b) Unless the organic rules otherw…

§ 814. Waiver of notice of meeting (a) Unless the organic rules otherwise provide, a director may waive any required notice of a meeting of the board of directors in a record before, during, or after the meeting. (b) Unless the organic rules otherwise provide, a director’s partic…

§ 815. Quorum (a) Unless the articles of organization provide for a greater number, a majority of the total number of directors specified by the organic rules constitutes a quorum for a meeting of the directors. (b) If a quorum of the board of directors is present at the beginnin…

§ 816. Voting (a) Each director shall have one vote for purposes of decisions made by the board of directors. (b) Unless the organic rules otherwise provide, the affirmative vote of a majority of directors present at a meeting is required for action by the board of directors. (Ad…

§ 817. Committees (a) Unless the organic rules otherwise provide, a board of directors may create one or more committees and appoint one or more individuals to serve on a committee. (b) Unless the organic rules otherwise provide, an individual appointed to serve on a committee of…

§ 818. Standards of conduct and liability (a) A director shall discharge his or her duties as a director, including the director’s duties as a member of a committee: (1) in good faith; (2) with the care that an ordinarily prudent person in a like position would exercise under sim…

§ 819. Definitions For purposes of this section and sections 819a through 819c of this title: (1) “Control,” including the term “controlled by,” means: (A) having the power, directly or indirectly, to elect or remove a majority of the members of the board of directors or other go…

§ 819a. Judicial action (a) A transaction effected or proposed to be effected by the enterprise, or by an entity controlled by the enterprise, may not be the subject of equitable relief or give rise to an award of damages or other sanctions against a director of the enterprise in…

§ 819b. Directors’ action (a) Directors’ action respecting a director’s conflicting interest transaction is effective for purposes of subdivision 819a(b)(1) of this title if the transaction has been authorized by the affirmative vote of a majority but no fewer than two of the qua…

§ 819c. Members’ action (a) Members’ action respecting a director’s conflicting interest transaction is effective for purposes of subdivision 819a(b)(2) of this title if a majority of the votes cast by the holders of all of the voting power of the members is in favor of the trans…

§ 820. Other considerations of directors In determining what the director reasonably believes to be in the best interests of the enterprise, a director may consider: (1) the interests of the enterprise’s employees, suppliers, creditors, and customers; (2) the economy of the State…

§ 821. Right of director or committee member to information A director or a member of a committee appointed under section 817 of this title may obtain, inspect, and copy all information regarding the state of activities and financial condition of the mutual benefit enterprise and…

§ 822. Appointment and authority of officers (a) A mutual benefit enterprise has the officers: (1) provided in the organic rules; or (2) established by the board of directors in a manner not inconsistent with the organic rules. (b) The organic rules may designate or, if the rules…

§ 823. Resignation and removal of officers (a) The board of directors may remove an officer at any time with or without cause. (b) An officer of a mutual benefit enterprise may resign at any time by giving notice in a record to the enterprise. Unless the notice specifies a later …