ARTICLE 1

BUSINESS ORGANIZATIONS

Section 1. Minnesota Statutes 2008, section 302A.011, subdivision 18, is amended to read:

Subd. 18.

Officer.

"Officer" means new text begin the chief executive officer, the chief financial officer, new text end a person elected, appointed, or otherwise designated as an officer deleted text begin by the boarddeleted text end new text begin pursuant to section 302A.311new text end , and any other person deemed elected as an officer pursuant to section 302A.321.

Sec. 2.

Minnesota Statutes 2008, section 302A.215, subdivision 3, is amended to read:

Subd. 3.

Modifications of cumulative voting.

new text begin With respect to a corporation that is not a publicly held corporation, new text end no amendment to the articles or bylaws that has the effect of denying, limiting, or modifying the right to cumulative voting for directors provided in this section shall be adopted if the votes of a proportion of the voting power sufficient to elect a director at an election of the entire board under cumulative voting are cast against the amendment.

Sec. 3.

Minnesota Statutes 2008, section 302A.311, is amended to read:

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 deleted text begin or agentsdeleted text end the board deems necessary for the operation and management of the corporation, each of whom shall have the powers, rights, duties, responsibilities, and terms in office provided for in the articles or bylaws or determined by the board.new text begin To the extent authorized in the articles, the bylaws, or a resolution approved by the affirmative vote of a majority of the directors present, the chief executive officer may appoint one or more officers, other than the chief financial officer. An election or appointment as described in this section is subject to the provisions of a shareholder control agreement.new text end

Sec. 4.

Minnesota Statutes 2008, section 302A.341, subdivision 2, is amended to read:

Subd. 2.

Removal.

An officer may be removed at any time, with or without cause, by a resolution approved by the affirmative vote of a majority of the directors presentdeleted text begin , subject to the provisions of a shareholder control agreementdeleted text end . deleted text begin Thedeleted text end new text begin An officer appointed by the chief executive officer may also be removed at any time, with or without cause, by the chief executive officer. To the extent authorized in the articles, the bylaws, or a resolution approved by the affirmative vote of a majority of the directors present, the chief executive officer of a corporation that is not a closely held corporation may remove an officer elected or appointed by the board, other than the chief financial officer. Anew text end removalnew text begin as described in this subdivision is subject to the provisions of a shareholder control agreement andnew text end is without prejudice to any contractual rights of the officer.

Sec. 5.

Minnesota Statutes 2008, section 302A.402, subdivision 3, is amended to read:

Subd. 3.

By action of board alone; filing of articles of amendment.

(a) Subject to the restrictions provided in subdivision 2 or any provision in the articles that states that section 302A.402, subdivision 3, does not apply, a share dividend, division, or combination may be effected by action of the board alone, without the approval of shareholders under sections 302A.135 and 302A.137. In effecting a new text begin share dividend, new text end divisionnew text begin ,new text end or combination under this subdivision, the board may amend the articles to increase or decrease the par value of shares, increase or decrease the number of authorized shares, new text begin but only if the amendment will not result in the percentage of authorized shares of any class or series remaining unissued after the share dividend, division, or combination exceeding the percentage of authorized shares of that class or series that were unissued before the share dividend, division, or combination, new text end and make any other change necessary or appropriate to deleted text begin assuredeleted text end new text begin ensurenew text end that the rights or preferences of the holders of outstanding shares of any class or series will not be adversely affected by the new text begin share dividend, new text end divisionnew text begin ,new text end or combination.

(b) If a new text begin share dividend, new text end divisionnew text begin ,new text end or combination that includes an amendment of the articles is effected under this subdivision, then articles of amendment must be prepared that contain the information required by section 302A.139 and a statement that the amendment will not adversely affect the rights or preferences of the holders of outstanding shares of any class or series and will not result in the percentage of authorized shares of any class or series that remains unissued after the new text begin share dividend, new text end divisionnew text begin ,new text end or combination exceeding the percentage of authorized shares of that class or series that were unissued before the new text begin share dividend, new text end divisionnew text begin ,new text end or combination.

Sec. 6.

Minnesota Statutes 2008, section 302A.402, subdivision 4, is amended to read:

Subd. 4.

Changes in voting rights; fractional shares.

For purposes of this section, an increase or decrease in the relative voting rights of the shares that are the subject of the new text begin share dividend, new text end divisionnew text begin ,new text end or combination that arises solely from the increase or decrease in the number of shares outstanding is not an adverse effect on the outstanding shares of any class or series and any increase in the percentage of authorized shares remaining unissued arising solely from the elimination of fractional shares under section 302A.423 must be disregarded.

Sec. 7.

Minnesota Statutes 2008, section 302A.429, subdivision 2, is amended to read:

Subd. 2.

Restrictions permitted.

A written restriction on the transfer or registration of transfer of securities of a corporation that is not manifestly unreasonable under the circumstances and is either: (1) noted conspicuously on the face or back of the certificate; or (2) included in information sent to the holders of uncertificated shares in accordance with section 302A.417, subdivision 7, deleted text begin may be enforceddeleted text end new text begin is valid and specifically enforceablenew text end against the holder of the restricted securities or a successor or transferee of the holder, including a pledgee or a legal representative. Unless noted conspicuously on the face or back of the certificate or included in information sent to the holders of uncertificated shares in accordance with section 302A.417, subdivision 7, a restriction, even though permitted by this section, is ineffective against a person without knowledge of the restriction. A restriction under this section is deemed to be noted conspicuously and is effective if the existence of the restriction is stated on the certificate and reference is made to a separate document creating or describing the restriction.

Sec. 8.

Minnesota Statutes 2008, section 302A.435, subdivision 1, is amended to read:

Subdivision 1.

To whom given.

Except as otherwise provided in this chapter, notice of all meetings of shareholders shall be given to every holder of shares entitled to vote, unless:

(1) the meeting is an adjourned meeting to be held not more than 120 days after the date fixed for the original meeting and the date, time, and place of the meeting were announced at the time of the original meeting or any adjournment of the original meeting; or

(2) the following have been mailed by first class mail to a shareholder at the address in the corporate records and returned undeliverable:

(i) two consecutive deleted text begin annualdeleted text end new text begin regularnew text end meeting notices and notices of any special meetings held during the period between the two deleted text begin annualdeleted text end new text begin regularnew text end meetings; or

(ii) all payments of dividends sent during a 12-month period, provided there are at least two sent during the 12-month period.

If notice of an adjourned meeting is required under clause (1), then the date for determination of shares entitled to notice of and entitled to vote at the adjourned meeting must comply with section 302A.445, subdivision 1, except that if the date of the meeting is set by court order, the court may provide that the original date of determination will continue in effect or may fix a new date.

An action or meeting that is taken or held without notice under clause (2) has the same force and effect as if notice was given. If the shareholder delivers a written notice of the shareholder's current address to the corporation, the notice requirement is reinstated.

Sec. 9.

Minnesota Statutes 2008, section 302A.461, subdivision 2, is amended to read:

Subd. 2.

Sec. 10.

Minnesota Statutes 2008, section 302A.661, subdivision 1, is amended to read:

Subdivision 1.

Shareholder approval; when not required.

A corporation may, by affirmative vote of a majority of the directors present, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board deems expedient, and without shareholder approval:

(1) sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets in the usual and regular course of its business;

(2) grant a security interest in all or substantially all of its property and assets whether or not in the usual and regular course of its business; or

(3) transfer any or all of its property to an organization all the shares or other ownership interests of which are ownednew text begin directly, or indirectly through wholly owned organizations,new text end by the corporation.

Sec. 11.

Minnesota Statutes 2008, section 317A.011, subdivision 15, is amended to read:

Subd. 15.

Officer.

"Officer" means new text begin the president, the treasurer, however designated, new text end a person elected, appointed, or otherwise designated as an officer deleted text begin by the board or the membersdeleted text end new text begin pursuant to section 317A.311new text end , and a person deleted text begin considereddeleted text end new text begin deemed new text end elected an officer under section 317A.321.

Sec. 12.

Minnesota Statutes 2008, section 317A.111, subdivision 3, is amended to read:

Subd. 3.

Statutory provisions that may be modified in articles or bylaws.

The following provisions govern a corporation unless modified in the articles or bylaws:

(1) a certain method must be used for amending the articles (section 317A.133);

(2) a corporation has perpetual duration and certain powers (section 317A.161);

(3) certain procedures apply to the adoption, amendment, or repeal of bylaws by the membersnew text begin with voting rightsnew text end (section 317A.181);

(4) a director holds office until expiration of the director's term and election of a successor (section 317A.207);

(5) the term of a director filling a vacancy expires at the end of the term the director is filling (section 317A.207);

(6) the compensation of directors is fixed by the board (section 317A.211);

(7) a certain method must be used for removal of directors (section 317A.223);

(8) a certain method must be used for filling board vacancies (section 317A.227);

(9) board meetings must be held at least once per yearnew text begin ,new text end and if the board fails to select a place for a board meeting, it must be held at the registered office (section 317A.231);

(10) a director may call a board meeting, and the notice of the meeting need not state the purpose of the meeting (section 317A.231);

(11) a majority of the board is a quorum (section 317A.235);

(12) the affirmative vote of the majority of directors present is required for board action (section 317A.237);

(13) a committee consists of one or more persons, who need not be directors, appointed by the board (section 317A.241new text begin , subdivision 2), and a committee may create one or more subcommittees and may delegate to a subcommittee any, or all, of the authority of the committee (section 317A.241, subdivision 3new text end );

(14) the president and treasurer have certain duties, until the board determines otherwise (section 317A.305);

(15) a certain method must be used for removal of officers (section 317A.341);

(16) officers may delegate some or all of their duties and powers, if not prohibited by the board from doing so (section 317A.351);

(17) a corporation does not have members (section 317A.401);

(18) the board may determine the consideration required to admit members (section 317A.401);

(19) all members are entitled to vote and have equal rights and preferences in matters (section 317A.401);

(20) memberships may not be transferred (section 317A.405);

(21) a corporation with voting members must hold a regular meeting of voting members annually (section 317A.431);

(22) if a specific minimum notice period has not been fixed by law, at least five days' notice is required for a meeting of members (section 317A.435);

(23) the board may fix a date up to 60 days before the date of a members meeting as the date for determination of the members entitled to notice of and entitled to vote at the meeting (section 317A.437);

(24) each membernew text begin with voting rightsnew text end has one vote (section 317A.441);

(25) the affirmative vote of the majority of members with voting rights present and entitled to vote is required for action of the members, unless this chapter or the articles or bylaws require a greater vote or voting by class (section 317A.443);

(26) membersnew text begin with voting rightsnew text end may take action at a meeting by voice or ballot, by unanimous action without a meeting, by mailed ballot, or by electronic communication (section 317A.443);

(27) the number of members required for a quorum is ten percent of the members entitled to vote (section 317A.451);

(28) certain procedures govern acceptance of member acts (section 317A.455); and

(29) indemnification of certain persons is required (section 317A.521).

Sec. 13.

Minnesota Statutes 2008, section 317A.111, subdivision 4, is amended to read:

Subd. 4.

Optional provisions; specific subjects.

The following provisions relating to the management or regulation of the affairs of a corporation may be included in the articles or, except for naming members of the first board, in the bylaws:

(1) the first board of directors may be named in the articles (section 317A.171);

(2) additional qualifications for directors may be imposed (section 317A.205);

(3) terms of directors may be staggered (section 317A.207);

(4) the day or date, time, and place of board meetings may be fixed (section 317A.231);

(5) in addition to the president, authority to sign and deliver certain documents may be delegated to an officer or agent of the corporation (section 317A.305);

(6) additional officers may be designated (section 317A.311);

(7) additional powers, rights, duties, and responsibilities may be given to officers (section 317A.311);

(8) a method for filling vacant offices may be specified (section 317A.341);

(9) membership criteria and procedures for admission may be established (section 317A.401);

(10) membership terms may be fixed (section 317A.401);

(11) a corporation may levy dues, assessments, or fees on members (section 317A.407);

(12) a corporation may buy memberships (section 317A.413);

(13) a corporation may have delegates with some or all the authority of members (section 317A.415);

(14) the day or date, time, and place of regular member meetings or the place of special meetings may be fixed (section 317A.431);

(15) certain persons may be authorized to call special meetings of members (section 317A.433);

(16) notices of special member meetings may be required to contain certain information (section 317A.433);

(17) a larger than majority vote may be required for member action (section 317A.443);

(18) membersnew text begin with voting rightsnew text end may vote by proxy (section 317A.453); and

(19) membersnew text begin with voting rightsnew text end may enter into voting agreements (section 317A.457).

Sec. 14.

Minnesota Statutes 2008, section 317A.111, is amended by adding a subdivision to read:

new text begin Subd. 8. new text end

new text begin Dependence on facts outside of the articles. new text end

new text begin Except for provisions included pursuant to subdivision 1, a provision of the articles may: new text end

new text begin (1) be made dependent upon facts ascertainable outside the articles, but only if the manner in which the facts operate upon the provision is clearly and expressly set forth in the articles; and new text end

new text begin (2) incorporate by reference some or all of the terms of an agreement, contract, or other arrangement entered into by the corporation, but only if the corporation retains at its principal executive office a copy of the agreement, contract, or other arrangement or the portions incorporated by reference. new text end

Sec. 15.

Minnesota Statutes 2008, section 317A.133, subdivision 1, is amended to read:

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 members with voting rights. A majority of new text begin all new text end directors may amend the articles if there are no members with voting rights, if members with voting rights have authorized the board to amend the articles under subdivision 3, or if the amendment merely restates the existing articles, as amended. Notice of the meeting and of the proposed amendment must be given to the board. An amendment restating the existing articles may, but need not, be submitted to and approved by the membersnew text begin with voting rightsnew text end as provided in subdivision 2.

Sec. 16.

Minnesota Statutes 2008, section 317A.133, subdivision 2, is amended to read:

Subd. 2.

Approval by board and members with voting rights.

Amendments to the articles must be approved bynew text begin the affirmative vote ofnew text end a majority of deleted text begin thedeleted text end new text begin allnew text end directors and by the members with voting rights. If an amendment is initiated by the directors, proper notice of the proposed amendment must precede a deleted text begin memberdeleted text end meetingnew text begin of the members with voting rightsnew text end at which the amendment will be considered and must include the substance of the proposed amendment. If an amendment is proposed and approved by the membersnew text begin with voting rightsnew text end , deleted text begin thedeleted text end new text begin thosenew text end members may demand a special board meeting within 60 days for consideration of the proposed amendment if a regular board meeting would not occur within 60 days.

Sec. 17.

Minnesota Statutes 2008, section 317A.133, subdivision 3, is amended to read:

Subd. 3.

Approval by board where members have voting rights.

(a) The members with voting rights may authorize the board of directors, subject to paragraph (c), to exercise from time to time the power of amendment of the articles without deleted text begin memberdeleted text end approvalnew text begin of the members with voting rightsnew text end .

(b) When the membersnew text begin with voting rightsnew text end have authorized the board of directors to amend the articles, the board of directors, bynew text begin the affirmative vote ofnew text end a majority deleted text begin votedeleted text end new text begin of all directorsnew text end , unless the articles, bylaws, or the members' resolution authorizing the board action require a greater vote, may amend the articles at a meeting of the board. Notice of the meeting and of the proposed amendment must be given to the board.

(c) The members with voting rights deleted text begin voting at a meeting duly called for the purpose, deleted text end may prospectively revoke the authority of the board to exercise the power of the members to amend the articlesnew text begin at a meeting duly called for that purposenew text end .

Sec. 18.

Minnesota Statutes 2008, section 317A.181, is amended by adding a subdivision to read:

new text begin Subd. 1a. new text end

new text begin Adoption and amendment; no members with voting rights. new text end

new text begin Initial bylaws may be adopted under section 317A.171 by a majority of the incorporators or the first board. The bylaws may be amended in the manner provided in the articles or bylaws. In the absence of such provision, a majority of directors may amend or repeal the bylaws. new text end

Sec. 19.

Minnesota Statutes 2008, section 317A.181, subdivision 2, is amended to read:

Subd. 2.

Adoptiondeleted text begin ; amendmentsdeleted text end new text begin and amendment; members with voting rightsnew text end .

(a) new text begin Unless reserved by the articles to the members with voting rights, new text end initial bylaws may be adopted under section 317A.171 bynew text begin a majority ofnew text end the incorporators or by the first board. Unless reserved by the articles to the members, the power to adopt, amend, or repeal the bylaws is vested in the board. The power of the board is subject to the power of the members with voting rights under paragraph (b) to adopt, amend, or repeal bylaws adopted, amended, or repealed by the board. deleted text begin After the adoption of the initial bylaws and if there are members with voting rights, the board may not adopt, amend, or repeal a bylawdeleted text end new text begin The bylaws may be amended in the manner provided in the articles or bylaws. In the absence of such provision, the following bylaw amendments are subject to approval by the members with voting rights:new text end fixing a quorum for meetings of membersdeleted text begin ,deleted text end new text begin ;new text end prescribing procedures for removing directors or filling vacancies in the boarddeleted text begin , ordeleted text end new text begin ;new text end fixing the number of directors or their classifications, qualifications, or terms of officedeleted text begin , but may adopt or amend a bylaw to increase the number of directors. A bylaw amendment to increase or decrease the vote required for a member action must be approved by the membersdeleted text end new text begin prescribing procedures for removing or adding members; and increasing or decreasing the vote required for a member action. The board may adopt or amend a bylaw provision to increase the number of directors without member approvalnew text end .

(b) Unless the articles or bylaws provide otherwise, at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, may propose a resolution for action by the members to adopt, amend, or repeal bylaws adopted, amended, or repealed by the board. The resolution must contain the provisions proposed for adoption, amendment, or repeal. The limitations and procedures for submitting, considering, and adopting the resolution are the same as provided in section 317A.133, for amendment of the articles, except that board approval is not required. deleted text begin The articles or bylaws may impose different or additional requirements for the members to adopt, amend, or repeal the bylaws.deleted text end

Sec. 20.

Minnesota Statutes 2008, section 317A.203, is amended to read:

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.new text begin Notwithstanding section 317A.227, if the power to elect or appoint directors is vested in the board of directors and if the number of directors falls below three, or such greater minimum number set forth in the articles or bylaws, a majority of the directors in office may appoint or elect the number of additional directors necessary to increase the board to three directors or such greater minimum set forth in the articles or bylaws.new text end

Sec. 21.

Minnesota Statutes 2008, section 317A.227, is amended to read:

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 rights, if any, may fill the vacancy; or

(2) the remaining members of the board, though less than a quorum, may fill the vacancy.

(b) If a vacant office was held by a director elected by a class, chapter, or other organizational unit or by region or other geographic grouping, only membersnew text begin with voting rightsnew text end of the class, chapter, unit, or grouping are entitled to vote to fill the vacancy.

(c) If a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.

(d) A vacancy that will occur at a specific later date may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Sec. 22.

Minnesota Statutes 2008, section 317A.231, subdivision 1, is amended to read:

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 bylaws or the board fail to select a placenew text begin or method for selecting a placenew text end for a meeting, the meeting must be held at the registered office. deleted text begin The board of directors may determine under subdivision 2 that a meeting of the board of directors shall be held solely by means of remote communication.deleted text end

Sec. 23.

Minnesota Statutes 2008, section 317A.231, subdivision 4, is amended to read:

Subd. 4.

Calling meetings; notice.

(a) Unless the articles or bylaws provide otherwise, a director may call a board meeting by giving five days' notice to all directors of the date, time, and place of the meeting. The noticenew text begin must contain the substance of the proposed amendment to the articles but otherwisenew text end need not state the purpose of the meeting unless the articles or bylaws require it.

(b) If the day or date, time, and place of a board meeting have been provided in the articles or bylaws, or announced at a previous meeting of the board, notice is not required. Notice of an adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken.

(c) Any notice to a director given under any provision of this chapter, the articles, or the bylaws by a form of electronic communication consented to by the director to whom the notice is given is effective when given. The notice is deemed given if by:

(1) facsimile communication, when directed to a telephone number at which the director has consented to receive notice;

(2) electronic mail, when directed to an electronic mail address at which the director has consented to receive notice;

(3) a posting on an electronic network on which the director has consented to receive notice, together with a separate notice to the director of the specific posting, upon the later of:

(i) the posting; or

(ii) the giving of the separate notice; and

(4) any other form of electronic communication by which the director has consented to receive notice, when directed to the director.

An affidavit of the secretary, other authorized officer, or authorized agent of the corporation, that the notice has been given by a form of electronic communication is, in the absence of fraud, prima facie evidence of the facts stated in the affidavit.

(d) Consent by a director to notice given by electronic communication may be given in writing or by authenticated electronic communication. Any consent so given may be relied upon until revoked by the director, provided that no revocation affects the validity of any notice given before receipt of revocation of the consent.

Sec. 24.

Minnesota Statutes 2008, section 317A.237, is amended to read:

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 number.new text begin Proxy voting is not permitted.new text end

Sec. 25.

Minnesota Statutes 2008, section 317A.239, subdivision 1, is amended to read:

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, other than an action requiring deleted text begin memberdeleted text end approvalnew text begin of members with voting rightsnew text end , may be taken by written action signed, or consented to by authenticated electronic communication, by the number of directors that would be required to take the same action at a meeting of the board at which all directors were present.

Sec. 26.

Minnesota Statutes 2008, section 317A.239, subdivision 3, is amended to read:

Subd. 3.

Notice; liability.

When written action is permitted to be taken by less than all directors, all directors must be notified immediately of its text and effective date. Failure to provide the notice does not invalidate the written action. A director who does not sign or consent to the written action is not liable for the actionnew text begin or actions taken therebynew text end .

Sec. 27.

Minnesota Statutes 2008, section 317A.241, subdivision 2, is amended to read:

Subd. 2.

Membership.

Committee members must be natural persons. Unless the articles or bylaws provide otherwise, a committee must consist of one or more persons, who need not be directors, appointed by the deleted text begin boarddeleted text end new text begin affirmative vote of a majority of the directors presentnew text end .

Sec. 28.

Minnesota Statutes 2008, section 317A.241, is amended by adding a subdivision to read:

new text begin Subd. 7. new text end

new text begin Subcommittees. new text end

new text begin Unless otherwise provided in the articles, the bylaws, or the resolution of the board establishing the committee, a committee may create one or more subcommittees and may delegate to a subcommittee any or all of the authority of the committee. In this chapter, unless the language or context clearly indicates that a different meaning is intended, any reference to a committee is deemed to include a subcommittee, and any reference to a committee member is deemed to include a subcommittee member. new text end

Sec. 29.

Minnesota Statutes 2008, section 317A.255, subdivision 1, is amended to read:

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 the family of a director of a related organization; or (3) an organization in or of which the corporation's director, or a member of the family of its director, is a director, officer, or legal representative or has a material financial interest; is not void or voidable because the director or the other individual or organization are parties or because the director is present at the meeting of the members or the board or a committee at which the contract or transaction is authorized, approved, or ratified, if a requirement of paragraph (b) is satisfied.

(b) A contract or transaction described in paragraph (a) is not void or voidable if:

(1) the contract or transaction was, and the person asserting the validity of the contract or transaction has the burden of establishing that the contract or transaction was, fair and reasonable as to the corporation when it was authorized, approved, or ratified;

(2) the material facts as to the contract or transaction and as to the director's interest are fully disclosed or known to the members and the contract or transaction is approved in good faith by two-thirds of the members entitled to vote, not counting any vote that the interested director might otherwise have, or the unanimous affirmative vote of all members, whether or not entitled to vote;

(3) the material facts as to the contract or transaction and as to the director's interest are fully disclosed or known to the board or a committee, and the board or committee authorizes, approves, or ratifies the contract or transaction in good faith by a majority of the deleted text begin boarddeleted text end new text begin directorsnew text end or committeenew text begin members currently holding office, provided that the interested director or directors may not vote and are not considered present for purposes of a quorum. If, as a result, the number of remaining directors is not sufficient to reach a quorum, a quorum for the purpose of considering the contract or transaction is the number of remaining directors or committee membersnew text end , not counting any vote that the interested director might otherwise have, and not counting the director in determining the presence of a quorum; or

(4) the contract or transaction is a merger or consolidation described in section 317A.601.

Sec. 30.

Minnesota Statutes 2008, section 317A.301, is amended to read:

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. deleted text begin The board shall elect or appoint officers, except to the extent that the articles or bylaws provide that the members may elect or appoint officers.deleted text end

Sec. 31.

Minnesota Statutes 2008, section 317A.311, is amended to read:

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 deleted text begin or agentsdeleted text end the board considers necessary for the operation and management of the corporation, each of whom has the powers, rights, duties, responsibilities, and terms in office provided for in the articles or bylaws or determined by the board.new text begin Unless reserved to the members with the voting rights, to the extent authorized in the articles, the bylaws, or a resolution approved by the affirmative vote of a majority of the directors present, the president may appoint one or more officers, other than the treasurer.new text end

Sec. 32.

Minnesota Statutes 2008, section 317A.315, is amended to read:

317A.315 MULTIPLE OFFICES.

new text begin Unless the articles or bylaws provide otherwise, new text end 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, that person may sign the document in more than one capacity, but only if the document indicates each capacity in which the person signs.

Sec. 33.

Minnesota Statutes 2008, section 317A.321, is amended to read:

317A.321 OFFICERS CONSIDERED ELECTED.

In the absence of an election or appointment of officers by the board or the membersnew text begin with voting rightsnew text end , the person exercising the principal functions of the president or the treasurer is considered to have been elected to the office.

Sec. 34.

Minnesota Statutes 2008, section 317A.341, subdivision 2, is amended to read:

Subd. 2.

Removal.

Except as otherwise provided in the articles or bylaws, an officer may be removed, with or without cause, by a resolution adopted by the board or by the membersnew text begin with voting rightsnew text end , whichever elected or appointed the officer. deleted text begin Thedeleted text end new text begin An officer appointed by the president may also be removed at any time, with or without cause, by the president. To the extent authorized in the articles, the bylaws, or a resolution approved by the affirmative vote of a majority of the directors present, the president of a corporation may remove an officer elected or appointed by the board, other than the treasurer. A new text end removal new text begin as described in this subdivision new text end is without prejudice to contractual rights of the officer.

Sec. 35.

Minnesota Statutes 2008, section 317A.521, subdivision 9, is amended to read:

Subd. 9.

Indemnification of other persons.

deleted text begin This section does notdeleted text end new text begin Nothing in this section shall be construed tonew text end limit the power of a corporation to indemnify deleted text begin otherdeleted text end personsnew text begin other than a director, officer, employee, or member of a committee of the board of the corporation by contract or otherwisenew text end .

Sec. 36.

Minnesota Statutes 2008, section 317A.613, subdivision 2, is amended to read:

Subd. 2.

Approval by board and members with voting rights.

When a constituent corporation has members with voting rights, the board of directors of the corporation shall adopt a resolution bynew text begin the affirmative vote ofnew text end a majority deleted text begin votedeleted text end of all directors approving a proposed plan of merger or consolidation and directing that the plan be submitted to a vote at a meeting of the members with voting rights. Notice of the meeting must be givennew text begin to each member with voting rightsnew text end , accompanied by a copy or summary of the proposed plan. Unless the articles or bylaws require a greater vote, the plan of merger or consolidation is adopted upon receiving the affirmative vote of a majority of the members deleted text begin who vote upon the proposed plandeleted text end new text begin with voting rights voting on the actionnew text end .

Sec. 37.

Minnesota Statutes 2008, section 317A.661, is amended to read:

317A.661 TRANSFER OF ASSETS; deleted text begin WHEN PERMITTEDdeleted text end new text begin REQUIRED APPROVALnew text end .

Subdivision 1.

deleted text begin Memberdeleted text end Approvaldeleted text begin ; when notdeleted text end required.

new text begin A corporation may sell, lease, transfer, dispose of, or grant a security interest in all or substantially all of its property and assets only as provided in this section. new text end

new text begin Subd. 1a. new text end

new text begin Transfer of assets in the regular course of business; approval by board. new text end

Unless otherwise provided in its articles or bylaws, a corporation, by new text begin the new text end affirmative vote of deleted text begin the boarddeleted text end new text begin a majoritynew text end of directors, may sell, lease, transfer, or dispose of all or substantially all of its property and assets in the usual and regular course of its activities deleted text begin and, subject to section 317A.501, subdivision 1, grant a security interest in all or substantially all of its property and assets whether or not in the usual and regular course of its activities,deleted text end upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board considers expedientdeleted text begin , in which case no member approval is requireddeleted text end . new text begin Member approval is not required under this section.new text end

Subd. 2.

deleted text begin Voting member approval; when requireddeleted text end new text begin Transfer of assets not in the regular course of businessnew text end .

new text begin (a) new text end A corporation, by new text begin the new text end affirmative vote of deleted text begin the boarddeleted text end new text begin a majoritynew text end of new text begin all new text end directors, may sell, lease, transfer, or dispose of all or substantially all of its property and assets, including its good will, not in the usual and regular course of its activities, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board considers expedientdeleted text begin , when approved at a regular or special meeting of the members by the affirmative vote of the majority of thedeleted text end new text begin . If there arenew text end members with voting rightsnew text begin , the sale, lease, transfer, or disposition must be submitted to the members under paragraph (b)new text end . If there are no members with voting rights, member approval is not required.

deleted text begin Notice of the meeting must be given to the members with voting rights. Thedeleted text end new text begin (b) Writtennew text end noticenew text begin must be given to each member with voting rights, within the time and in the manner provided in section 317A.435 for notice of meetings of members and, whether the meeting is a regular or special meeting,new text end must state that a purpose of the meeting is to consider the sale, lease, transfer, or other disposition of all or substantially all of the property and assets of the corporation.new text begin The sale, lease, transfer, or disposition must be approved at a regular or special meeting of the members by the affirmative vote of the majority of the members with voting rights voting on the action.new text end

new text begin Subd. 2a. new text end

new text begin Grant of security interest; approval by board. new text end

new text begin Unless otherwise provided in its articles or bylaws and subject to section 317A.501, subdivision 1, a corporation may, by the affirmative vote of a majority of directors, grant a security interest in all or substantially all of its property and assets whether or not in the usual and regular course of its activities, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board considers expedient. Member approval is not required under this section. new text end

Subd. 3.

Notice to attorney general.

If applicable, a corporation shall comply with section 317A.811 before transferring all or substantially all of its assets under this section.

Subd. 4.

Signing of documents.

Confirmatory deeds, assignments, or similar instruments to evidence a sale, lease, transfer, or other disposition may be signed and delivered at any time in the name of the transferor by its current officers or, if the corporation no longer exists, by its last officers.

Subd. 5.

Transferee liability.

The transferee is liable for the debts, obligations, and liabilities of the transferor only to the extent provided in the contract or agreement between the transferee and the transferor or to the extent provided by this chapter or other statutes of this state.

Sec. 38.

Minnesota Statutes 2008, section 317A.721, subdivision 1, is amended to read:

Subdivision 1.

deleted text begin Mannerdeleted text end new text begin Approval requirednew text end .

A corporation may be dissolved by the board and members with voting rights as provided in this section.

Sec. 39.

Minnesota Statutes 2008, section 317A.721, subdivision 3, is amended to read:

Subd. 3.

Approval by members with voting rights.

(a) Written notice must be given to each member with voting rights, within the time and in the manner provided in section 317A.435 for notice of meetings of members and, whether the meeting is a regular or a special meeting, must state that a purpose of the meeting is to consider dissolving the corporation.

(b) The proposed dissolution must be submitted for approval at a meeting of members. If the proposed dissolution is approved by the membersnew text begin with voting rightsnew text end , the dissolution must be started.

Sec. 40.

Minnesota Statutes 2008, section 322B.03, subdivision 29, is amended to read:

Subd. 29.

Manager.

"Manager" means new text begin the chief manager, the treasurer, new text end a person elected, appointed, or otherwise designated as a manager deleted text begin by the board of governorsdeleted text end new text begin pursuant to section 322B.676new text end , and any other person considered elected as a manager pursuant to section 322B.68.

Sec. 41.

Minnesota Statutes 2008, section 322B.34, subdivision 1, is amended to read:

Subdivision 1.

To whom given.

Except as otherwise provided in this chapter, notice of all meetings of members must be given to every owner of membership interests entitled to vote, unless:

(2) the following have been mailed by first class mail to a member at the address in the limited liability company records and returned undeliverable:

(i) two consecutive deleted text begin annualdeleted text end new text begin regular new text end meeting notices and notice of any special meetings held during the period between the two deleted text begin annualdeleted text end new text begin regular new text end meetings; and

(ii) all payment of distributions sent during a 12-month period, provided there are at least two sent during the 12-month period.

If notice of an adjourned meeting is required under clause (1), then the date for determination of members entitled to notice of, and entitled to vote at, the adjourned meeting must comply with section 322B.356, subdivision 1, except that if the date of the meeting is set by court order, the court may provide that the original date of determination will continue in effect or may fix a new date.

An action or meeting that is taken or held without notice under clause (2) has the same force and effect as if notice was given. If the member delivers a written notice of the member's current address to the limited liability company, the notice requirement is reinstated.

Sec. 42.

Minnesota Statutes 2008, section 322B.373, subdivision 2, is amended to read:

Subd. 2.

Right to inspect.

(a) A member of a limited liability company has an absolute right, upon written demand, to examine and copy, in person or by a legal representative, at any reasonable time, and the limited liability company shall make available within ten days after receipt by a manager of the limited liability company of the written demand, all documents referred to in subdivision 1.new text begin If such documents are maintained at a place outside of this state, the limited liability company shall make such documents available at its registered office, at its principal executive office within this state, or at such other place as the limited liability company and the member may agree.new text end

(b) A member of a limited liability company has a right, upon written demand, to examine and copy, in person or by a legal representative, other limited liability company records at any reasonable time only if the member demonstrates a proper purpose for the examination.

(c) For purposes of this section, a "proper purpose" is one reasonably related to the person's interest as a member of the limited liability company.

Sec. 43.

Minnesota Statutes 2008, section 322B.676, is amended to read:

322B.676 OTHER MANAGERS.

The board of governors may elect or appoint, in a manner set forth in the articles of organization, a member control agreement, or bylaws or in a resolution approved by the affirmative vote of a majority of the governors present, any other managers deleted text begin or agentsdeleted text end the board of governors considers necessary for the operation and management of the limited liability company. Each of these managers deleted text begin and agentsdeleted text end has the powers, rights, duties, responsibilities, and terms in office provided for in the articles, a member control agreement, or bylaws or determined by the board of governors.new text begin To the extent authorized in the articles, the bylaws, or a resolution approved by the affirmative vote of a majority of the governors present, and subject to any member control agreement, the chief manager may appoint one or more managers, other than the treasurer.new text end

Sec. 44.

Minnesota Statutes 2008, section 322B.686, subdivision 2, is amended to read:

Subd. 2.

Removal.

Unless otherwise provided in the articles of organization, the bylaws, or a member control agreement, a manager may be removed at any time, with or without cause, by a resolution approved by the affirmative vote of a majority of the governors present. new text begin A manager appointed by the chief manager also may be removed at any time, with or without cause, by the chief manager. new text end The articles of organization, the bylaws, or the member control agreement may provide other manners of removing a manager. Removal is without prejudice to any contractual rights of the manager.

Sec. 45.

Minnesota Statutes 2008, section 322B.77, subdivision 1, is amended to read:

Subdivision 1.

Member approval and when not required.

A limited liability company may, by affirmative vote of a majority of the governors present, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board of governors considers expedient, and without member approval:

(1) sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets in the usual and regular course of its business;

(2) grant a security interest in all or substantially all of its property and assets whether or not in the usual and regular course of its business; or

(3) transfer any or all of its property to an organization all the ownership interests of which are owned new text begin directly or indirectly though wholly-owned organizations, new text end by the limited liability company.

Sec. 46.

Laws 2008, chapter 233, article 3, section 8, is amended to read:

Sec. 8.

EFFECTIVE DATE.

This article is effective deleted text begin for limited liability companies formed on or afterdeleted text end January 1, 2009.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective retroactively from January 1, 2009. new text end

ARTICLE 2

REGISTERED AGENTS AND OFFICES

Section 1. Minnesota Statutes 2009 Supplement, section 5.15, is amended to read:

5.15 ONLINE SIGNATURES, ACKNOWLEDGMENT OR NOTARIZATION ON DOCUMENTS; PENALTIES OF PERJURY.

(a) No document submitted to the Office of the Secretary of State shall be required to be notarized. Signing a document submitted to the secretary of state constitutes "acknowledgment" as defined in section 358.41, clause (2), and "verification upon oath or affirmation" as defined in section 358.41, clause (3). A person who signs a document submitted to the secretary of state without authority to sign that document or who signs the document knowing that the document is false in any material respect is subject to the penalties of perjury set forth in section 609.48.

(b) Any document submitted to the Office of the Secretary of State online may be signed by any person as agent of any person whose signature is required by law. The signing party must indicate on the application that the person is acting as the agent of the person whose signature would be required and that the person has been authorized to sign on behalf of the applicant. The name of the person signing, entered on the online application, constitutes a valid signature by such an agent.

new text begin (c) Any document relating to a filing by a business entity or assumed name, or the filing of a document under chapters 270, 272, 336, or 336A, submitted to the Office of the Secretary of State on paper may be signed by any person as agent of any person whose signature is required by law. The signing party must indicate on the document that they are acting as the agent of the person whose signature would be required and that they have been authorized to sign on behalf of that person. new text end

Sec. 2.

Minnesota Statutes 2008, section 5.16, subdivision 1, is amended to read:

Subdivision 1.

Procedure to correct inaccurate or defective instruments.

Whenever an instrument authorized to be filed with the secretary of state has been filed and is an inaccurate record of the action referred to in the instrument, contains an inaccurate or erroneous statement, or was defectively or erroneously executed, sealed, acknowledged, or verified, the instrument may be corrected by articles of correction.new text begin Whenever a filing party has erroneously filed an instrument on the record of a business entity, the filing party may file articles of correction that redirect the filing to be recorded on the appropriate business entity within 60 days of the erroneous filing.new text end Articles of correction must be signed by the person who executed the original instrument or by a person authorized to sign on behalf of that person. In the case of an entity other than a natural person, the articles of correction must be signed by an authorized person.

Sec. 3.

Minnesota Statutes 2009 Supplement, section 5.34, is amended to read:

5.34 ANNUAL RENEWAL FILINGS.

new text begin (a) new text end Any business registered with the secretary of state required to file an annual renewal in order to maintain its active status, good standing, or existence under Minnesota Statutes shall file that renewal, whether online or otherwise, in a format that states:

(1) the name in Minnesota of the organization for which the renewal is filed;

(2) the name of the organization in the jurisdiction in which it is organized, if different;

(3) the address of the registered office or designated office and the name of the registered agent of the organization for service of process, if any;

(4) the jurisdiction in which the organization is organized, if that jurisdiction is not Minnesota;

(5) the name and business address of the officer or other person exercising the principal functions of the president of a nonprofit corporation, manager of a limited liability company, or chief executive officer of a corporation or cooperative;

(6) the address of the principal executive office of a domestic business corporation or of a limited liability company or the principal place of business of a cooperative, if different from the registered office address;

(7) the address of the designated office and the name, street, and mailing address of the agent for service of process in Minnesota of a limited partnership or foreign limited partnership;

(8) the street and mailing address of the principal office of a limited partnership;

(9) the street and mailing address of the chief executive office of a partnership and, if different, the street address of an office of a partnership in Minnesota, if any;

(10) the name, street, mailing address, and telephone number of an individual who may be contacted for purposes other than services of process on behalf of a limited partnership or a limited liability partnership, if the agent for the limited liability partnership, limited partnership, or foreign limited partnership is not an individual; and

(11) the e-mail address of the organization to which notices from the secretary of state will be directed, if the organization has an e-mail address.

new text begin (b) Any business entity filed with the secretary of state whose articles were first filed with the commissioner of commerce need not file an annual renewal with the secretary of state. new text end

new text begin (c) If a cooperative formed under chapter 308A makes a change in the principal place of business on the annual renewal, the secretary of state shall update the records of that cooperative to reflect the new principal place of business without requiring an amendment to the articles of incorporation of the cooperative. new text end

Sec. 4.

Minnesota Statutes 2009 Supplement, section 5.35, is amended to read:

5.35 AUTOMATIC NAME RESERVATION.

Upon the dissolution or termination of the filing of any business entitynew text begin or assumed name new text end for failure to file the annual renewal, the secretary of state shall automatically file a name reservation to hold that name on behalf of the dissolved or terminated entity for a period of one year from the date of the dissolution or termination.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective 30 days after the secretary of state certifies that the information systems of the Office of the Secretary of State have been modified to implement the amendment to this section. new text end

Sec. 5.

new text begin [5.36] REGISTERED AGENT FOR SERVICE OF PROCESS. new text end

new text begin Subdivision 1. new text end

new text begin Registered office. new text end

new text begin A business entity shall continuously maintain a registered office in this state. A registered office need not be the same as the principal place of business in this state or the principal executive office of the corporation. If the current registered office address listed in the records of the secretary of state is not an actual office location, or is solely a post office box, the business entity must provide a new registered office address that includes an actual office location and that may also include a mailing address or post office box. A fee may not be charged if the registered office address is being changed only to bring the address into compliance. The new registered office address must have been approved by the governing body of the business entity. new text end

new text begin Subd. 2. new text end

new text begin Registered agent. new text end

new text begin A business entity formed under the laws of Minnesota may designate a registered agent in its formation document. A business entity formed under the laws of another jurisdiction must designate a registered agent when registering to do business in Minnesota. The registered agent may be a natural person residing in this state, a domestic corporation, or limited liability company, or a foreign corporation or foreign limited liability company authorized to transact business in this state. The registered agent must maintain a business office that is identical with the registered office. new text end

new text begin Subd. 3. new text end

new text begin Change of agent or office. new text end

new text begin A business entity may change its registered office, designate or change its registered agent, or state a change in the name of its registered agent, by filing with the secretary of state a statement containing: new text end

new text begin (a) the name of the business entity; new text end

new text begin (b) if the address of its registered office is to be changed, the new address of its registered office; new text end

new text begin (c) if its registered agent is to be designated or changed, the name of its new registered agent; new text end

new text begin (d) if the name of its registered agent is to be changed, the name of its registered agent as changed; new text end

new text begin (e) a statement that the address of its registered office and the address of the business office of its registered agent, as changed, will be identical; and new text end

new text begin (f) a statement that the change of registered office or registered agent was authorized by resolution approved by the affirmative vote of a majority of the governing body of the business entity present. new text end

new text begin Subd. 4. new text end

new text begin Resignation of agent. new text end

new text begin A registered agent of a business entity may resign by filing with the secretary of state a signed written notice of resignation, including a statement that a signed copy of the notice has been given to the business entity at its principal executive office or to a legal representative of the business entity. The appointment of the agent terminates 30 days after the notice is filed with the secretary of state. new text end

new text begin Subd. 5. new text end

new text begin Change of business address or name of agent. new text end

new text begin If the business address or name of a registered agent changes, the agent shall change the address of the registered office or the name of the registered agent, as the case may be, of each business entity represented by that agent by filing with the secretary of state a statement as required in subdivision 1, except that it need be signed only by the registered agent, need not be responsive to clause (f), and must state that a copy of the statement has been mailed to each of those business entities or to the legal representative of each of those business entities. new text end

Sec. 6.

new text begin [5.37] NAMES INCLUDING WORDS BANK, INSURANCE. new text end

new text begin Any business entity document filed through the online filing system of the secretary of state that includes the words "bank," "trust," or "insurance" in the name of the business entity may be voided, and the use of the name is at the risk of the filing party and the business entity, even though it is accepted for filing through that system, if the name implies the business of banking or insurance underwriting in this state and the entity is not authorized to carry on this business. new text end

Sec. 7.

Minnesota Statutes 2008, section 222.18, subdivision 1, is amended to read:

Subdivision 1.

Recording required; procedure; notice.

A mortgage or deed of trust covering real property in whole or in part to secure a debt executed by a railroad, telegraph or telephone company shall be recorded deleted text begin with the secretary of state, anddeleted text end in the office of the county recorder of each county through which the railroad, telegraph, or telephone line runs, or in which it may hold land. To secure the right of all parties interested under such mortgage or deed so executed and recorded, the personal property belonging or appertaining thereto shall be deemed a part of the line and, notwithstanding the provisions of the Uniform Commercial Code, the record of such mortgage or deed shall be notice of the rights of all parties in the real and personal property covered thereby.

Sec. 8.

Minnesota Statutes 2008, section 302A.121, is amended to read:

302A.121 REGISTERED OFFICE; REGISTERED AGENT.

deleted text begin Subdivision 1. deleted text end

deleted text begin Registered office. deleted text end

deleted text begin A corporation shall continuously maintain a registered office in this state. A registered office need not be the same as the principal place of business or the principal executive office of the corporation. If the current registered office address listed in the records of the secretary of state is not in compliance with section 302A.011, subdivision 3, the corporation must provide a new registered office address that is in compliance. A fee may not be charged if the registered office address is being changed only to bring the address into compliance. The new registered office address must have been approved by the board of directors. deleted text end

deleted text begin Subd. 2. deleted text end

deleted text begin Registered agent. deleted text end

deleted text begin A corporation may designate in its articles a registered agent. The registered agent may be a natural person residing in this state, a domestic corporation, or limited liability company, or a foreign corporation or foreign limited liability company authorized to transact business in this state. The registered agent must maintain a business office that is identical with the registered office. deleted text end

new text begin Every corporation shall have a registered office, and may have a registered agent, in the manner prescribed by section 5.36. new text end

Sec. 9.

Minnesota Statutes 2008, section 302A.123, is amended to read:

302A.123 CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT; CHANGE OF NAME OF REGISTERED AGENT.

deleted text begin Subdivision 1. deleted text end

deleted text begin Statement. deleted text end

deleted text begin A corporation may change its registered office, designate or change its registered agent, or state a change in the name of its registered agent, by filing with the secretary of state a statement containing: deleted text end

deleted text begin (a) the name of the corporation; deleted text end

deleted text begin (b) if the address of its registered office is to be changed, the new address of its registered office; deleted text end

deleted text begin (c) if its registered agent is to be designated or changed, the name of its new registered agent; deleted text end

deleted text begin (d) if the name of its registered agent is to be changed, the name of its registered agent as changed; deleted text end

deleted text begin (e) a statement that the address of its registered office and the address of the business office of its registered agent, as changed, will be identical; and deleted text end

deleted text begin (f) a statement that the change of registered office or registered agent was authorized by resolution approved by the affirmative vote of a majority of the directors present. deleted text end

deleted text begin Subd. 2. deleted text end

deleted text begin Resignation of agent. deleted text end

deleted text begin A registered agent of a corporation may resign by filing with the secretary of state a signed written notice of resignation, including a statement that a signed copy of the notice has been given to the corporation at its principal executive office or to a legal representative of the corporation. The appointment of the agent terminates 30 days after the notice is filed with the secretary of state. deleted text end

deleted text begin Subd. 3. deleted text end

deleted text begin Change of business address or name of agent. deleted text end

deleted text begin If the business address or name of a registered agent changes, the agent shall change the address of the registered office or the name of the registered agent, as the case may be, of each corporation represented by that agent by filing with the secretary of state a statement as required in subdivision 1, except that it need be signed only by the registered agent, need not be responsive to clause (f), and must state that a copy of the statement has been mailed to each of those corporations or to the legal representative of each of those corporations. deleted text end

new text begin Every corporation may change its registered office or change its registered agent, and the agent may resign, or change its business address or name, in the manner prescribed by section 5.36. new text end

Sec. 10.

Minnesota Statutes 2008, section 303.05, subdivision 1, is amended to read:

Subdivision 1.

Certificate of authority, when not issued.

No certificate of authority shall be issued to a foreign corporation if the name of that foreign corporation would be prohibited to a corporation under the provisions of chapter 302A. The name of that corporation may contain the word "cooperative" if it is a cooperative corporation generally similar to the kind which may be organized under the laws of this state. If that corporation is a corporation obtaining a certificate of authority pursuant to the provisions of section 303.04, the name of that corporation may contain the words "bank," "trust," "building and loan," or "savings" and such corporation shall not be required to add the word "incorporated" or the abbreviation "Inc." to its corporate name. deleted text begin If its real name is unavailable,deleted text end A foreign corporation may use an alternate name to transact business in this state if deleted text begin it delivers to the secretary of state a certified copy of the resolution ofdeleted text end its board of directorsnew text begin adopts a resolutionnew text end adopting the alternate name. The alternate name must meet the requirements of section 302A.115, and need not be filed under sections 333.001 to 333.06.

Sec. 11.

Minnesota Statutes 2009 Supplement, section 303.06, subdivision 2, is amended to read:

Subd. 2.

Forms.

Such application shall be deleted text begin made on forms prescribed and furnished by the secretary of state, and shall bedeleted text end executed by its president, vice-president, secretary, or assistant secretary.

Sec. 12.

Minnesota Statutes 2008, section 303.10, is amended to read:

303.10 OFFICE AND AGENT.

deleted text begin Subdivision 1. deleted text end

deleted text begin Maintenance. deleted text end

deleted text begin Each foreign corporation authorized to transact business in this state shall have and continuously maintain in this state: deleted text end

deleted text begin (1) A registered office which may, but need not be the same as its place of business in this state; deleted text end

deleted text begin (2) A registered agent, which agent may be either an individual, resident in this state, whose business office is identical with such registered office, or a corporation having a business office identical with such registered office. deleted text end

deleted text begin Subd. 2. deleted text end

deleted text begin Change of location and address; revocation of agent's appointment; new agent. deleted text end

deleted text begin A foreign corporation may, from time to time, change the location and address of its registered office. It may revoke the appointment of a registered agent, provided it shall at the same time file an appointment of a new registered agent. It shall appoint a new registered agent in case of vacancy in the office, whether by death, resignation, or otherwise, or because of the disqualification or incapacity of its registered agent. Such changes may be made by filing in the Office of the Secretary of State a statement setting forth: deleted text end

deleted text begin (1) the name of the corporation; deleted text end

deleted text begin (2) if the address of its registered office is to be changed, the address to which the registered office is to be changed; deleted text end

deleted text begin (3) if its registered agent is to be changed, the name of its successor registered agent; and deleted text end

deleted text begin (4) that such change was authorized by resolution duly adopted by its board of directors. deleted text end

deleted text begin Such statement shall be executed by its president, vice-president, secretary, or assistant secretary. deleted text end

deleted text begin Subd. 3. deleted text end

deleted text begin Resignation of agent. deleted text end

deleted text begin A registered agent of a foreign corporation may resign by filing with the secretary of state a signed written notice of resignation, including a statement that a signed copy of the notice has been given or mailed to the corporation at its principal office in the state or country under the laws of which it is organized. The appointment of the agent terminates 30 days after the notice is filed with the secretary of state. deleted text end

new text begin Every non-Minnesota corporation shall have a registered office and shall have a registered agent, and may change its registered office or change its registered agent, and the agent may resign or change its business address or name, in the manner prescribed by section 5.36. new text end

Sec. 13.

Minnesota Statutes 2008, section 308A.025, is amended to read:

308A.025 REGISTERED OFFICE.

deleted text begin Subdivision 1. deleted text end

deleted text begin Registered office. deleted text end

deleted text begin A cooperative must continuously maintain a registered office in this state. A registered office need not be the same as the principal place of business of the cooperative. deleted text end

deleted text begin Subd. 2. deleted text end

deleted text begin Registered agent. deleted text end

deleted text begin A cooperative may designate a registered agent. The registered agent may be a natural person residing in this state, a domestic corporation, or a foreign corporation authorized to transact business in this state. The registered agent must maintain an office that is identical with the registered office. deleted text end

deleted text begin Subd. 3. deleted text end

deleted text begin Designation or change of registered office or registered agent. deleted text end

deleted text begin A cooperative may designate or change its registered office, designate or change its registered agent, or state a change in the name of its registered agent, by filing a statement with the secretary of state containing: deleted text end

deleted text begin (1) the name of the cooperative; deleted text end

deleted text begin (2) the new address of the cooperative's registered office; deleted text end

deleted text begin (3) the name of the cooperative's registered agent, if any; deleted text end

deleted text begin (4) a statement that the address of its registered office and the address of the office of its registered agent, as changed, will be identical; and deleted text end

deleted text begin (5) a statement that the change of registered office or registered agent was authorized by a resolution approved by the affirmative vote of a majority of the board. deleted text end

deleted text begin Subd. 4. deleted text end

deleted text begin Resignation of agent. deleted text end

deleted text begin A registered agent of a cooperative may resign by filing with the secretary of state a signed written notice of resignation, including a statement that a signed copy of the notice has been given to the cooperative at its principal place of business or to a legal representative of the cooperative. The appointment of the agent terminates 30 days after the notice is filed with the secretary of state. deleted text end

deleted text begin Subd. 5. deleted text end

deleted text begin Change of address or name of agent. deleted text end

deleted text begin If the address or name of a registered agent changes, the agent must change the address of the registered office or the name of the registered agent of the cooperative represented by the agent by filing with the secretary of state the statement required in subdivision 3, except that the statement need only be signed by the registered agent, need not be responsive to subdivision 3, clause (5), but must state that a copy of the statement has been mailed to the cooperative or to the legal representative of the cooperative. deleted text end

new text begin Every cooperative shall have a registered office and may have a registered agent and may change its registered agent and the agent may resign or change its business address or its name, in the manner prescribed by section 5.36. new text end

Sec. 14.

Minnesota Statutes 2008, section 308A.131, subdivision 1, is amended to read:

Subdivision 1.

Contents.

(a) The incorporators shall prepare the articles, which must include:

(1) the name of the cooperative;

(2) the purpose of the cooperative;

(3) the principal place of business for the cooperative;

(4) the period of duration for the cooperative, if the duration is not to be perpetual;new text begin andnew text end

deleted text begin (5) the total authorized number of shares and the par value of each share if the cooperative is organized on a capital stock basis; deleted text end

deleted text begin (6) a description of the classes of shares, if the shares are to be classified; deleted text end

deleted text begin (7) a statement of the number of shares in each class and relative rights, preferences, and restrictions granted to or imposed upon the shares of each class, and a provision that only common stockholders have voting power; deleted text end

deleted text begin (8) a statement that individuals owning common stock shall be restricted to one vote in the affairs of the cooperative or a statement that the cooperative is one described in section 308A.641, subdivision 2; deleted text end

deleted text begin (9) a statement that shares of stock are transferable only with the approval of the board; deleted text end

deleted text begin (10) a statement that dividends on the capital stock and nonstock units of equity of the cooperative may not exceed eight percent annually; deleted text end

deleted text begin (11) the names, post office addresses, and terms of office of the directors of the first board; deleted text end

deleted text begin (12) a statement that net income in excess of dividends and additions to reserves shall be distributed on the basis of patronage, and that the records of the cooperative may show the interest of patrons, stockholders of any classes, and members in the reserves; and deleted text end

deleted text begin (13)deleted text end new text begin (5)new text end the registered office address of the cooperative and the name of the registered agent, if any, at that address.

(b) deleted text begin The articles must always contain the provisions in paragraph (a), except that the names, post office addresses, and terms of offices of the directors of the first board may be omitted after their successors have been elected by the members or the articles are amended in their entirety.deleted text end

deleted text begin (c)deleted text end The articles may contain other lawful provisionsdeleted text begin .deleted text end new text begin , including:new text end

new text begin (1) if the cooperative is to be organized on a capital stock basis, the total authorized number of shares and the par value of each share: new text end

new text begin (2) if the shares of the cooperative are to be classified, a description of the classes of shares, including a statement of the number of shares in each class and relative rights, preferences, and restrictions grant to or imposed upon the shares of each class; and new text end

new text begin (3) the names, post office addresses, and terms of office of the directors of the first board. new text end

deleted text begin (d)deleted text end new text begin (c)new text end The articles must be signed by new text begin and must include the names and addresses of new text end the incorporators.

new text begin (d) The following provisions are presumed to be part of the articles of a cooperative formed under this chapter: new text end

new text begin (1) individuals owning common stock shall be restricted to one vote in the affairs of the cooperative or a statement that the cooperative is one described in section 308A.641, subdivision 2; new text end

new text begin (2) shares of stock are transferable only with the approval of the board; new text end

new text begin (3) dividends on the capital stock and nonstock units of equity of the cooperative may not exceed eight percent annually; new text end

new text begin (4) net income in excess of dividends and additions to reserves shall be distributed on the basis of patronage, and that the records of the cooperative may show the interest of patrons, stockholders of any classes, and members in the reserves; and new text end

new text begin (5) only common stockholders have voting power. new text end

Sec. 15.

Minnesota Statutes 2008, section 308B.115, is amended to read:

308B.115 REGISTERED OFFICE AND AGENT.

deleted text begin Subdivision 1. deleted text end

deleted text begin Registered office and agent. deleted text end

deleted text begin A cooperative must establish and continuously maintain in this state: deleted text end

deleted text begin (1) a registered office that may be, but need not be, the same as its place of business; and deleted text end

deleted text begin (2) a registered agent, which agent may be either an individual resident in this state whose business office is identical with the registered office, or a domestic business entity, or a foreign business entity authorized to transact business in this state, having an office identical with the registered office. deleted text end

deleted text begin Subd. 2. deleted text end

deleted text begin Change of office and agent. deleted text end

deleted text begin A cooperative may designate or change its registered office or agent, or both, upon filing in the office of the secretary of state a statement setting forth: deleted text end

deleted text begin (1) the name of the cooperative; deleted text end

deleted text begin (2) the address of its then registered office; deleted text end

deleted text begin (3) if the address of its registered office is to be changed, the address to which the registered office is to be changed; deleted text end

deleted text begin (4) the name of its then registered agent; deleted text end

deleted text begin (5) if its registered agent is to be changed, the name of its successor registered agent; deleted text end

deleted text begin (6) that the address of its registered office and the address of the business office of its registered agent, as changed, will be identical; and deleted text end

deleted text begin (7) that the change was authorized by affirmative vote of a majority of the board of the cooperative. deleted text end

deleted text begin Subd. 3. deleted text end

deleted text begin Filing. deleted text end

deleted text begin The statement shall be signed and delivered to the secretary of state. If the secretary of state finds that the statement conforms to the provisions of this section, the secretary of state shall file the statement, and upon filing the change of address of the registered office or the appointment of a new registered agent or both, as the case may be, is effective. deleted text end

deleted text begin Subd. 4. deleted text end

deleted text begin Resignation of agent. deleted text end

deleted text begin Any registered agent of a cooperative may resign as agent upon filing a written notice resignation, signed with one original and one exact or conformed copy, with the secretary of state, who shall mail a copy to the cooperative at its principal mailing address as defined and prescribed by the secretary of state. The appointment of the agent shall terminate upon the expiration of 30 days after receipt of notice by the secretary of state. deleted text end

deleted text begin Subd. 5. deleted text end

deleted text begin Change of address or name of agent. deleted text end

deleted text begin If the address or name of a registered agent changes, the agent must change the address of the registered office or the name of the registered agent of the cooperative represented by the agent by filing with the secretary of state the statement required in subdivision 2, except that the statement need only be signed by the registered agent, need not be responsive to subdivision 2, clause (5), but must state that a copy of the statement has been mailed to the cooperative or to the legal representative of the cooperative. deleted text end

new text begin Every cooperative shall have a registered office, and may have a registered agent and may change its registered office or change its registered agent, and the agent may resign or change its business address or name, in the manner prescribed by section 5.36. new text end

Sec. 16.

Minnesota Statutes 2008, section 317A.111, subdivision 1, is amended to read:

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;new text begin andnew text end

(3) the name and address of each incorporatordeleted text begin ; anddeleted text end new text begin .new text end

deleted text begin (4) a statement that the corporation is organized under this chapter. deleted text end

Sec. 17.

Minnesota Statutes 2008, section 317A.121, is amended to read:

317A.121 REGISTERED OFFICE; REGISTERED AGENT.

deleted text begin Subdivision 1. deleted text end

deleted text begin Registered office. deleted text end

deleted text begin A corporation shall continuously maintain a registered office in this state. A registered office need not be the same as the principal place of business of the corporation. deleted text end

deleted text begin Subd. 2. deleted text end

deleted text begin Registered agent. deleted text end

deleted text begin A corporation may designate in its articles a registered agent. The registered agent may be a natural person residing in this state, a domestic corporation, or a foreign corporation authorized to transact business in this state. The registered agent must maintain an office that is identical with the registered office. deleted text end

new text begin Every corporation shall have a registered office, and may have a registered agent, in the manner prescribed by section 5.36. new text end

Sec. 18.

Minnesota Statutes 2008, section 317A.123, is amended to read:

317A.123 CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT; CHANGE OF NAME OF REGISTERED AGENT.

deleted text begin Subdivision 1. deleted text end

deleted text begin Statement. deleted text end

deleted text begin (1) the name of the corporation; deleted text end

deleted text begin (2) if the address of its registered office is to be changed, the new address of its registered office; deleted text end

deleted text begin (3) if its registered agent is to be designated or changed, the name of its new registered agent; deleted text end

deleted text begin (4) if the name of its registered agent is to be changed, the name of its registered agent as changed; deleted text end

deleted text begin (5) a statement that the address of its registered office and the address of the office of its registered agent, as changed, will be identical; and deleted text end

deleted text begin (6) a statement that the change of registered office or registered agent was authorized by resolution approved by the board. deleted text end

deleted text begin The statement need not be accompanied by a filing fee if the statement is being filed only to change the address of the registered office. deleted text end

deleted text begin Subd. 2. deleted text end

deleted text begin Resignation of agent. deleted text end

deleted text begin A registered agent of a corporation may resign by filing with the secretary of state a signed written notice of resignation, including a statement that a signed copy of the notice has been given to the corporation at its registered office. The appointment of the agent ends 30 days after the notice is filed with the secretary of state. deleted text end

deleted text begin Subd. 3. deleted text end

deleted text begin Change of address or name of agent. deleted text end

deleted text begin If the address or name of a registered agent changes, the agent shall change the address of the registered office or the name of the registered agent of a corporation represented by that agent by filing with the secretary of state the statement required in subdivision 1, except that it need be signed only by the registered agent, need not be responsive to subdivision 1, clause (3) or (6), and must state that a copy of the statement has been mailed to the corporation. deleted text end

new text begin Every corporation may change its registered office or change its registered agent, and the agent may resign or change its business address or name, in the manner prescribed by section 5.36. new text end

Sec. 19.

Minnesota Statutes 2008, section 321.0114, is amended to read:

321.0114 OFFICE AND AGENT FOR SERVICE OF PROCESS.

deleted text begin (a) A limited partnership shall designate and continuously maintain in this state: deleted text end

deleted text begin (1) an office, which need not be a place of its activity in this state; and deleted text end

deleted text begin (2) an agent for service of process. deleted text end

deleted text begin (b) A foreign limited partnership shall designate and continuously maintain in this state an agent for service of process. deleted text end

deleted text begin (c) An agent for service of process of a limited partnership or foreign limited partnership must be an individual who is a resident of this state or other person authorized to do business in this state. deleted text end

new text begin Every limited partnership shall have a registered office and shall have a registered agent, and may change its registered office or change its registered agent, and the agent may resign or change its business address or name, in the manner prescribed by section 5.36. new text end

Sec. 20.

Minnesota Statutes 2009 Supplement, section 321.0809, is amended to read:

321.0809 ADMINISTRATIVE DISSOLUTION.

(a) A limited partnership that has failed to deliver for filing a registration pursuant to the requirements of section 321.0210new text begin , or whose agent resigned pursuant to section 321.0116, subdivision 1, and the resignation has been effective for 60 days without a new agent being appointed by the limited partnership,new text end must be dissolved by the secretary of state as described in this section.

(b) If the limited partnership has not filed the delinquent registrationnew text begin or appointed a new agentnew text end , the secretary of state must issue a certificate of administrative dissolution and the certificate must be filed in the Office of the Secretary of State. The secretary of state must also make available in an electronic format the names of the administratively dissolved limited partnerships.

(c) A limited partnership administratively dissolved continues its existence but may carry on only activities necessary to wind up its activities and liquidate its assets under sections 321.0803 and 321.0812 and to notify claimants under sections 321.0806 and 321.0807.

(d) The administrative dissolution of a limited partnership does not terminate the authority of its agent for service of processnew text begin , if anynew text end .

Sec. 21.

Minnesota Statutes 2009 Supplement, section 321.0902, is amended to read:

321.0902 APPLICATION FOR CERTIFICATE OF AUTHORITY.

A foreign limited partnership may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must state:

(1) the name of the foreign limited partnership and, deleted text begin if the name does not comply with section 321.0108,deleted text end new text begin if the foreign limited partnership chooses,new text end an alternate name adopted pursuant to section 321.0905(a);

(2) the name of the state or other jurisdiction under whose law the foreign limited partnership is organized;

(3) the street and mailing address of the foreign limited partnership's principal office and, if the laws of the jurisdiction under which the foreign limited partnership is organized require the foreign limited partnership to maintain an office in that jurisdiction, the street and mailing address of the required office;

(4) the name and street and mailing address of the foreign limited partnership's initial agent for service of process in this state;

(5) the name and street and mailing address of each of the foreign limited partnership's general partners;

(6) whether the foreign limited partnership is a foreign limited liability limited partnership; and

(7) that the foreign limited partnership has complied with the organizational laws in the jurisdiction in which it is organized.

Sec. 22.

Minnesota Statutes 2008, section 321.0905, is amended to read:

321.0905 new text begin ALTERNATE NAME; new text end NONCOMPLYING NAME OF FOREIGN LIMITED PARTNERSHIP.

(a) new text begin A foreign limited partnership may choose to adopt an alternate name even if its name complies with section 321.0108. new text end A foreign limited partnership whose name does not comply with section 321.0108 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with section 321.0108. A foreign limited partnership that adopts an alternate name under this subsection and then obtains a certificate of authority with the name need not comply with sections 333.01 to 333.06. After obtaining a certificate of authority with an alternate name, a foreign limited partnership shall transact business in this state under the name unless the foreign limited partnership is authorized under sections 333.01 to 333.06 to transact business in this state under another name.

(b) If a foreign limited partnership authorized to transact business in this state changes its name to one that does not comply with section 321.0108, it may not thereafter transact business in this state until it complies with subsection (a) and obtains an amended certificate of authority.

Sec. 23.

Minnesota Statutes 2009 Supplement, section 321.0906, is amended to read:

321.0906 REVOCATION OF CERTIFICATE OF AUTHORITY.

(a) A foreign limited partnership that has failed to deliver for filing a renewal pursuant to the requirements of section 321.0210new text begin , or whose agent resigned pursuant to section 321.0116, subdivision 1, and the resignation has been effective for 60 days without a new agent being appointed by the limited partnership,new text end must have its certificate of authority to transact business in Minnesota revoked as described in this section.

(b) If the foreign limited partnership has not filed the delinquent registration, the secretary of state must issue a certificate of revocation and the certificate must be filed in the Office of the Secretary of State. The secretary of state must also make available in an electronic format the names of the foreign limited partnerships whose certificates have been revoked.

Sec. 24.

Minnesota Statutes 2008, section 322B.13, is amended to read:

322B.13 REGISTERED OFFICE AND AGENT.

deleted text begin Subdivision 1. deleted text end

deleted text begin Registered office. deleted text end

deleted text begin A limited liability company shall continuously maintain a registered office in this state. A registered office need not be the same as the principal place of business of the limited liability company and need not be the same as the principal executive office of a limited liability company. deleted text end

deleted text begin Subd. 2. deleted text end

deleted text begin Registered agent. deleted text end

deleted text begin A limited liability company may designate in its articles of organization a registered agent. The registered agent may be a natural person residing in this state, a domestic corporation or a domestic limited liability company, or a foreign corporation or foreign limited liability company authorized to transact business in this state. The registered agent must maintain a business office that is identical with the registered office. deleted text end

new text begin Every limited liability company shall have a registered office and may have a registered agent, in the manner prescribed by section 5.36. new text end

Sec. 25.

Minnesota Statutes 2008, section 322B.135, is amended to read:

322B.135 CHANGE OF REGISTERED OFFICE OR AGENT.

deleted text begin Subdivision 1. deleted text end

deleted text begin Statement. deleted text end

deleted text begin A limited liability company may change its registered office, designate or change its registered agent, or state a change in the name of its registered agent, by filing with the secretary of state a statement containing: deleted text end

deleted text begin (1) the name of the limited liability company; deleted text end

deleted text begin (2) if the address of its registered office is to be changed, the new address of its registered office; deleted text end

deleted text begin (3) if its registered agent is to be designated or changed, the name of its new registered agent; deleted text end

deleted text begin (4) if the name of its registered agent is to be changed, the name of its registered agent as changed; deleted text end

deleted text begin (5) a statement that the address of its registered office and the address of the business office of its registered agent, as changed, will be identical; and deleted text end

deleted text begin (6) a statement that the change of registered office or registered agent was authorized by resolution approved by the affirmative vote of a majority of the governors present. deleted text end

deleted text begin Subd. 2. deleted text end

deleted text begin Resignation of agent. deleted text end

deleted text begin A registered agent of a limited liability company may resign by filing with the secretary of state a signed written notice of resignation, including a statement that a signed copy of the notice has been given to the limited liability company at its principal executive office, or to a legal representative of the limited liability company. The appointment of the agent terminates 30 days after the notice is filed with the secretary of state. deleted text end

deleted text begin Subd. 3. deleted text end

deleted text begin Change of business address or name of agent. deleted text end

deleted text begin If the business address or name of a registered agent changes, the agent shall change the address of the registered office or the name of the registered agent, as the case may be, of each limited liability company represented by that agent by filing with the secretary of state a statement as required in subdivision 1, except that it need be signed only by the registered agent, need not be responsive to clause (6), and must state that a copy of the statement has been mailed to each of those limited liability companies or to the legal representative of each of those limited liability companies. deleted text end

new text begin Every limited liability company may change its registered office or change its registered agent, and the agent may resign or change its business address or name, in the manner prescribed by section 5.36. new text end

Sec. 26.

Minnesota Statutes 2008, section 322B.935, is amended to read:

322B.935 REVOCATION OF CERTIFICATE OF AUTHORITY.

Subdivision 1.

Revocation procedure.

The certificate of authority of a foreign limited liability company to transact business in this state may be revoked by the secretary of state upon the occurrence of any of these events:

(1) the foreign limited liability company has failed to appoint and maintain a registered agent as required by this chapternew text begin and section 5.36new text end , file a report upon any change in the name or business address of the registered agent, or file in the office of the secretary of state any amendment to its application for a certificate of authority as specified in section 322B.92; or

(2) a misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by the foreign limited liability company pursuant to this chapter.

Subd. 2.

Revocation notice.

No certificate of authority of a foreign limited liability company shall be revoked by the secretary of state unless:

(1) the secretary has given the foreign limited liability company not less than deleted text begin 60deleted text end new text begin 30new text end days' notice by mail addressed to its registered office in this state or, if the foreign limited liability company fails to appoint and maintain a registered agent in this state, addressed to the office address in the jurisdiction of organization; and

(2) during the deleted text begin 60-daydeleted text end new text begin 30-day new text end period, the foreign limited liability company has failed to file the report of change regarding the registered agent, to file any amendment, or to correct the misrepresentation.

Subd. 3.

Effective date.

Upon the expiration of deleted text begin 60deleted text end new text begin 30 new text end days after the mailing of the notice, the authority of the foreign limited liability company to transact business in this state ceases. The secretary of state shall issue a certificate of revocation and shall mail the certificate to the address of the principal place of business or the office required to be maintained in the jurisdiction of organization of the foreign limited liability company.

Sec. 27.

Minnesota Statutes 2008, section 323A.1001, is amended to read:

323A.1001 STATEMENT OF QUALIFICATION.

(a) A partnership may become a limited liability partnership pursuant to this section.

(b) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, the vote necessary to amend those provisions.

(c) After the approval required by subsection (b), a partnership may become a limited liability partnership by filing a statement of qualification. The statement must contain:

(1) the name of the partnership;

(2) the street address, including the zip code, of the partnership's chief executive office and, if different, the street address, including the zip code, of an office in this state, if any;

(3) if the partnership does not have an office in this state, the name and street address, including the zip code, of the partnership's agent for service of processnew text begin . If an agent for service of process is listed, the limited liability partnership shall comply with section 5.36new text end ;

(4) a statement that the partnership elects to be a limited liability partnership; and

(5) a deferred effective date, if any.

(d) The agent of a limited liability partnership for service of process must be an individual who is a resident of this state or other person authorized to do business in this state.

(e) The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to section 323A.0105(d) or revoked pursuant to section 323A.1003.

(f) The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (c).

(g) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.

(h) An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.

(i) A statement of qualification may include the information necessary to make an election under section 319B.03, subdivision 2, and to update that information as provided in section 319B.03, subdivision 3.

Sec. 28.

Minnesota Statutes 2008, section 323A.1102, is amended to read:

323A.1102 STATEMENT OF FOREIGN QUALIFICATION.

(a) Before transacting business in this state, a foreign limited liability partnership must file a statement of foreign qualification. The statement must contain:

(1) the name of the foreign limited liability partnership which satisfies the requirements of the state or other jurisdiction under whose law it is formed and ends with "Registered Limited Liability Partnership," "Limited Liability Partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP." If this name is unavailable, the foreign limited liability partnership may use an alternate name to transact business in the state if it delivers to the secretary of state a certified copy of the resolution of the partners adopting the alternate name;

(2) the street address, including the zip code, of the partnership's chief executive office and, if different, the street address, including the zip code, of an office of the partnership in this state, if any;

(3) if there is no office of the partnership in this state, the name and street address, including the zip code, of the partnership's agent for service of processnew text begin . If an agent for service of process is listed, the limited liability partnership shall comply with section 5.36new text end ;

(4) a deferred effective date, if any; and

(5) the name of the jurisdiction under whose law the foreign limited liability partnership was originally registered.

(b) The agent of a foreign limited liability company for service of process must be an individual who is a resident of this state or other person authorized to do business in this state.

(c) The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to section 323A.0105(d) or revoked pursuant to section 323A.1003.

(d) An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.

(e) A statement of foreign qualification may include the information necessary to make an election under section 319B.04, subdivision 2, and to update that information as provided in section 319B.04, subdivision 3.

Sec. 29.

Minnesota Statutes 2008, section 333.20, subdivision 1, is amended to read:

Subdivision 1.

Authorization and contents.

Subject to the limitations set forth in sections 333.18 to 333.31, any person who adopts and uses a trademark or a service mark in this state may file in the Office of the Secretary of Statedeleted text begin , on a form to be furnished by the secretary of state,deleted text end an application for registration of that mark setting forth the following information:

(1) the name and business address of the person applying for such registration; and, if a business entity, the state of registration;

(2) the goods or services in connection with which the mark is used and the mode or manner in which the mark is used in connection with the goods or services and the class in which the goods or services fall;

(3) a description of the mark;

(4) the date when the mark was first used in this state by the applicant or a predecessor in interest; and

(5) the applicant's statement of belief that the applicant is the owner of the mark and that no other person has the right to use such mark in this state either in the identical form thereof or in such near resemblance thereto as might be calculated to deceive or to be mistaken therefor and the mark is in use.

Sec. 30.

Minnesota Statutes 2008, section 333.22, subdivision 1, is amended to read:

Subdivision 1.

Application and renewal.

Registration of a mark hereunder shall be effective for a term of ten years from the date of registration and, upon application filed within six months prior to the expiration of such term or a renewal thereofdeleted text begin , on a form to be furnished by the secretary of statedeleted text end , the registration may be renewed for additional ten-year terms provided that the mark is in use by the applicant at the time of the application for renewal and that there are no intervening rights. A renewal fee of $25 payable to the secretary of state shall accompany the application for renewal of the registration.

Sec. 31.

Minnesota Statutes 2008, section 333.22, subdivision 3, is amended to read:

Subd. 3.

Existing registrations; terms.

Any registration in force on the date on which Laws 1959, chapter 600 shall become effective, shall expire two years after and may be renewed by filing an application with the secretary of state deleted text begin on a form furnished by the secretary of statedeleted text end and paying the aforementioned renewal fee therefor within six months prior to the expiration of the registration provided the mark is in use at the time of application for renewal and there are no intervening rights.

Sec. 32.

new text begin REPEALER. new text end

new text begin Minnesota Statutes 2008, section 333.17, new text end new text begin is repealed. new text end

Office of the Revisor of Statutes

Minnesota Session Laws - 2010, Regular Session

Resources

Chapter 250

CHAPTER 250--S.F.No. 2705

ARTICLE 1

BUSINESS ORGANIZATIONS

Section 1.

Minnesota Statutes 2008, section 302A.011, subdivision 18, is amended to read:

Subd. 18.

Officer.

Sec. 2.

Minnesota Statutes 2008, section 302A.215, subdivision 3, is amended to read:

Subd. 3.

Modifications of cumulative voting.

Sec. 3.

Minnesota Statutes 2008, section 302A.311, is amended to read:

302A.311 OTHER OFFICERS.

Sec. 4.

Minnesota Statutes 2008, section 302A.341, subdivision 2, is amended to read:

Subd. 2.

Removal.

Sec. 5.

Minnesota Statutes 2008, section 302A.402, subdivision 3, is amended to read:

Subd. 3.

By action of board alone; filing of articles of amendment.

Sec. 6.

Minnesota Statutes 2008, section 302A.402, subdivision 4, is amended to read:

Subd. 4.

Changes in voting rights; fractional shares.

Sec. 7.

Minnesota Statutes 2008, section 302A.429, subdivision 2, is amended to read:

Subd. 2.

Restrictions permitted.

Sec. 8.

Minnesota Statutes 2008, section 302A.435, subdivision 1, is amended to read:

Subdivision 1.

To whom given.

Sec. 9.

Minnesota Statutes 2008, section 302A.461, subdivision 2, is amended to read:

Subd. 2.

Other documents required.

Sec. 10.

Minnesota Statutes 2008, section 302A.661, subdivision 1, is amended to read:

Subdivision 1.

Shareholder approval; when not required.

Sec. 11.

Minnesota Statutes 2008, section 317A.011, subdivision 15, is amended to read:

Subd. 15.

Officer.

Sec. 12.

Minnesota Statutes 2008, section 317A.111, subdivision 3, is amended to read:

Subd. 3.

Statutory provisions that may be modified in articles or bylaws.

Sec. 13.

Minnesota Statutes 2008, section 317A.111, subdivision 4, is amended to read:

Subd. 4.

Optional provisions; specific subjects.

Sec. 14.

Minnesota Statutes 2008, section 317A.111, is amended by adding a subdivision to read:

new text begin Subd. 8. new text end

new text begin Dependence on facts outside of the articles. new text end

Sec. 15.

Minnesota Statutes 2008, section 317A.133, subdivision 1, is amended to read:

Subdivision 1.

Approval by incorporators or board.

Sec. 16.

Minnesota Statutes 2008, section 317A.133, subdivision 2, is amended to read:

Subd. 2.

Approval by board and members with voting rights.

Sec. 17.

Minnesota Statutes 2008, section 317A.133, subdivision 3, is amended to read:

Subd. 3.

Approval by board where members have voting rights.

Sec. 18.

Minnesota Statutes 2008, section 317A.181, is amended by adding a subdivision to read:

new text begin Subd. 1a. new text end

new text begin Adoption and amendment; no members with voting rights. new text end

Sec. 19.

Minnesota Statutes 2008, section 317A.181, subdivision 2, is amended to read: