1.1                          A bill for an act 
  1.2             relating to corporations; clarifying the application 
  1.3             of certain statutory requirements for corporations 
  1.4             created by political subdivisions; authorizing the 
  1.5             ratification of a nonprofit corporation by Brown 
  1.6             county; amending Minnesota Statutes 1997 Supplement, 
  1.7             section 465.715, subdivision 1. 
  1.8   BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
  1.9      Section 1.  Minnesota Statutes 1997 Supplement, section 
  1.10  465.715, subdivision 1, is amended to read: 
  1.11     Subdivision 1.  [STATUTORY AUTHORIZATION REQUIRED.] A 
  1.12  county, home rule charter city, statutory city, town, school 
  1.13  district, or other political subdivision may not create a 
  1.14  corporation, whether for profit or not for profit, unless 
  1.15  explicitly authorized to do so by law.  Except as provided by 
  1.16  subdivision 2, this subdivision applies to a corporation for 
  1.17  which a certificate of incorporation is issued by the secretary 
  1.18  of state on or after June 1, 1997.  A corporation that had been 
  1.19  issued a certificate of incorporation before June 1, 1997, may 
  1.20  continue to operate as if it had been created in compliance with 
  1.21  this subdivision.  
  1.22     Sec. 2.  [BROWN COUNTY ECONOMIC DEVELOPMENT CORPORATION.] 
  1.23     (a) The Brown county board of commissioners may ratify the 
  1.24  creation of the nonprofit corporation formed by filing articles 
  1.25  with the office of the secretary of state on October 3, 1990, 
  1.26  under the name Brown County Economic Development Partners, Inc.  
  2.1   under Minnesota Statutes, chapter 317A, for the purposes of 
  2.2   economic development and related activities. The corporation 
  2.3   shall have the following specific powers, in addition to other 
  2.4   powers otherwise provided by law: 
  2.5      (1) to purchase, hold, lease, sell, develop, mortgage, 
  2.6   encumber, or otherwise acquire or dispose of property, whether 
  2.7   real, personal, or mixed, tangible, or intangible; 
  2.8      (2) to issue bonds, debentures, or obligations of the 
  2.9   corporation from time to time for any of the corporate purposes, 
  2.10  and to secure them by mortgage pledge, deed, trust, or 
  2.11  otherwise; 
  2.12     (3) to acquire the goodwill, rights, property, and assets 
  2.13  of all kinds, and to undertake the whole or any part of the 
  2.14  liabilities of any person, firm, association, or corporation; 
  2.15     (4) to give any guaranty for the performance of any 
  2.16  obligation or understanding; and 
  2.17     (5) to provide a reasonable amount of operating capital for 
  2.18  material assistance in the accomplishment of the corporate 
  2.19  purposes. 
  2.20     (b) Beginning July 1, 1998: 
  2.21     (1) individuals affiliated with or employed by the 
  2.22  corporation are not liable for the obligations of the 
  2.23  corporation to the same extent as persons similarly affiliated 
  2.24  or employed with nonprofit corporations governed by Minnesota 
  2.25  Statutes, chapter 317A, or county government, whichever 
  2.26  exemption from liability is greater.  Notwithstanding any 
  2.27  provisions of Minnesota Statutes, chapter 317A, to the contrary, 
  2.28  the corporation is also subject to all provisions of law 
  2.29  applicable to counties; 
  2.30     (2) a meeting of the board of directors of the corporation, 
  2.31  which otherwise must comply with Minnesota Statutes, section 
  2.32  471.705, may be closed when discussing information about a 
  2.33  business if public dissemination might divulge proprietary 
  2.34  matters, or competitive business strategies to the detriment of 
  2.35  participating or prospective businesses; 
  2.36     (3) the corporation must submit an annual budget and 
  3.1   independent audit to the county board that must be made 
  3.2   available to the public; the state auditor may conduct the 
  3.3   audit, but it must be conducted separately from the audit the 
  3.4   state auditor conducts of Brown county; 
  3.5      (4) before the corporation makes an expenditure of $100,000 
  3.6   or more, whether by grant, loan, or otherwise, the expenditure 
  3.7   must be approved by the Brown county board after a public 
  3.8   hearing called by the board with at least ten days' published 
  3.9   notice in the official newspaper of the county; 
  3.10     (5) the issuance of bonds, debentures, or other obligations 
  3.11  does not constitute a general obligation of the county and is 
  3.12  not subject to Minnesota Statutes, chapter 475; 
  3.13     (6) the corporation is not subject to Minnesota Statutes, 
  3.14  section 471.345; and 
  3.15     (7) an officer or employee of the corporation is not a 
  3.16  "public employee" within the meaning of Minnesota Statutes, 
  3.17  section 353.01, subdivision 2, nor is the position a "public 
  3.18  employment position" within the meaning of Minnesota Statutes, 
  3.19  section 375.58, subdivision 1. 
  3.20     Sec. 3.  [LOCAL APPROVAL.] 
  3.21     Section 1 is effective the day following final enactment.  
  3.22  Section 2 is effective retroactive to July 10, 1990, upon 
  3.23  approval by the governing body of Brown county and compliance 
  3.24  with Minnesota Statutes, section 645.021, subdivision 3.