Legislative Session number- 86

Bill Name: HF3025

HF 3025

FIRST ENGROSSMENT

Sec. 1: Officer definition modified.

Sec. 2:
Cumulative voting modification provisions modified for directors.

Sec. 3:
Other officer appointment and election provisions modified.

Sec. 4: Officer
removal provisions modified.

Sec. 5: Shared dividend, divisions, and
combinations amendment of articles filing provisions modified.

Sec. 6:
Fractional shares voting rights changes provisions modified.

Sec. 7: Transfer
or registration of transfer of securities restriction permission provisions
modified.

Sec. 8: Shareholder meeting notice provisions modified.

Sec. 9:
Other documents requirement provisions modified.

Sec. 10: No shareholder
approval requirement provisions modified.

Sec. 11: Officer definition
modified.

Sec. 12: Statutory corporation governing provisions that may be
modified in articles or bylaws provisions modified.

Sec. 13: Corporation
optional provisions for specific subjects provisions modified.

Sec. 14: Facts
outsider of the articles dependence language provided.

Sec. 15: Incorporator
or board approval provisions modified.

Sec. 16: Board approval provisions
modified for members with voting rights.

Sec. 17: Board approval provisions
modified where members have voting rights.

Sec. 18: Bylaw adoption and
amendment provisions modified where members have no voting rights.

Sec. 19:
Bylaw adoption and amendment provisions modified where members have voting
rights.

Sec. 20: Board of directors number provisions modified.

Sec. 21:
Board of directors vacancies provisions modified.

Sec. 22: Board meetings
time and place provisions modified.

Sec. 23: Meeting calls and notice
provisions modified.

Sec. 24: Act of the board provisions modified.

Sec.
25: Action method provisions modified.

Sec. 26: Written action notice and
liability provisions modified.

Sec. 27: Committee membership provisions
modified.

Sec. 28: Subcommittee creation language provided.

Sec. 29:
Procedural provisions modified when conflict arises.

Sec. 30: Nonprofit
corporations��� officer requirement provisions modified.

Sec. 31:
Nonprofit corporations��� officer requirement provisions modified.

Sec.
32: Multiple officer provisions modified.

Sec. 33: Officers considered
elected provisions modified.

Sec. 34: Officer removal provisions
modified.

Sec. 35: Indemnification of other persons provisions
modified.

Sec. 36: Nonprofit corporations; approval by board and members with
voting rights provisions modified.

Sec. 37: Transfer of assets approval
requirement provisions modified.

Sec. 38: Corporation dissolution approval
requirement provisions modified.

Sec. 39: Nonprofit corporation dissolution;
approval by members with voting rights provisions modified.

Sec. 40: Manager
definition modified.

Sec. 41: Meeting notice distribution requirement
provisions modified.

Sec. 42: Limited liability company inspection rights
provisions modified.

Sec. 43: Limited liability companies other managers
provisions modified.

Sec. 44: Limited liability companies manager removal
provisions modified.

Sec. 45: Limited liability companies no member approval
requirement provisions modified.

Sec. 46: Effective date provided.

Article
2: Registered agents and offices provisions modified.

Sec. 1: Online
signatures, acknowledgement, or notarization on documents provisions
modified.

Sec. 2: Secretary of State; inaccurate or defective instruments
correction procedure provisions modified.

Sec. 3: Secretary of State; annual
renewal filing provisions modified.

Sec. 4: Secretary of State; automatic
name reservation provisions modified.

Sec. 5: Registered agent for service of
process language provided.
Subd. 1: Registered office language provided.
Subd.
2: Registered agent language provided.
Subd. 3: Change of agent or office
language provided.
Subd. 4: Resignation of agent language provided.
Subd. 5:
Change of business address or name of agent language provided.

Sec. 6: Names
including the words bank or insurance filing system language provided.

Sec.
7: Deed or mortgage recording requirement provisions modified.

Sec. 8:
Corporation registered office and registered agent provisions modified.

Sec.
9: Corporation registered office change or registered agent name change
provisions modified.

Sec. 10: Foreign corporation certificate of authority
issuance provisions modified.

Sec. 11: Certificate of authority application
form provisions modified.

Sec. 12: Foreign corporation office and agent
provisions modified.

Sec. 13: Cooperative registered office provisions
modified.

Sec. 14: Articles of incorporation contents provisions
modified.

Sec. 15: Cooperative registered office and agent provisions
modified.

Sec. 16: Articles of incorporation required provisions
modified.

Sec. 17: Corporation registered office and registered agent
provisions modified.

Sec. 18: Corporation registered office change or
registered agent name change provisions modified.

Sec. 19: Limited
partnerships office and agent for service of process provisions
modified.

Sec. 20: Limited partnerships administrative dissolution provisions
modified.

Sec. 21: Foreign limited partnership certificate of authority
application provisions modified.

Sec. 22: Foreign limited partnership
alternate name provisions modified.

Sec. 23: Foreign limited partnership
certification of authority revocation provisions moidified.

Sec. 24: Limited
liability company registered office and agent provisions modified.

Sec. 25:
Limited liability company registered office change or agent change provisions
modified.

Sec. 26: Limited liability company certificate of authority
revocation provisions modified.

Sec. 27: Statement of qualification
provisions modified for change from partnership to limited liability
partnership.

Sec. 28: Foreign limited liability partnership foreign
qualification statement filing provisions modified.

Sec. 29: Trademark or
service mark registration application provisions modified.

Sec. 30: Mark
registration application and renewal provisions modified.

Sec. 31: Existing
mark registrations term provisions modified.

Sec. 32: Repealer provided.