Modifying certain provisions regulating business corporations and organizations ARTICLE 1 - BUSINESS CORPORATIONS Modifying the definitions of constituent corporation and constituent organization under the Minnesota business corporation act; clarifying certain general provisions relating to articles of incorporation and bylaws and the authority of shareholders to remove directors; eliminating the written agreement requirement relating to shares issued for services rendered to the corporation; authorizing the inclusion of nonshareholders and nonsubscribers in shareholder control agreements and authorizing the agreements to provide for amendment through nonunanimous means; clarifying a certain provision providing for dissenters rights relating to merger plans; authorizing plans of merger or exchange to require submittal to the shareholders regardless of certain determinations or recommendations of the board of directors; authorizing parent and surviving corporations after merger to change the corporate name without a vote of the shareholders by inclusion in the resolution of merger; expanding the rights of dissenters in subsidiary mergers; authorizing and providing for business corporations to opt out of certain provisions governing control share acquisitions by approval of a disinterested committee of the board of directors; modifying the exception to the fair price requirement for takeover offers ARTICLE 2 - LIMITED LIABILITY COMPANIES Modifying or clarifying certain definitions under the Minnesota limited liability company act; modifying a certain requirement relating to the restatement of value of previous contributions and expanding the requirements governing the companies allowed to be modified only in the articles of organization or a member control agreement to the termination of membership interest and restrictions applying to the assignment of governance rights; clarifying a certain provision providing for class or series voting on amendments to the articles of organization; prohibiting articles from limiting certain legal powers; providing for perpetual duration of limited liability companies; modifying certain provisions regulating statements and termination of membership interest and the assignment of governance rights; authorizing certain requirements, authorizations, restrictions or limits in member control agreements; modifying certain voting and dissenters rights, proxy and contribution provisions and the provision regulating member control agreements; authorizing the use of bylaws as an operating agreement; modifying certain provisions regulating the removal of governors and dissolution or termination; authorizing plans of merger or exchange to require submittal to owners regardless of certain determinations or recommendations of the governing board; repealing certain definitions relating to certain agreements and certain provisions providing for limits on voting agreements and business continuation after dissolution; requiring the revisor of statutes to change the term operating agreement to bylaws ARTICLE 3 - RUPA CONFORMING CHANGES Making conforming amendments to certain provisions under the Minnesota professional firms act; expanding certain definitions to include limited liability partnerships; clarifying certain provisions relating to statements of foreign qualification; modifying the name requirement and certain rules under the uniform limited partnership act of 1976; authorizing statements of qualification and foreign qualification under the uniform limited partnership act of 1994 to include the information necessary to elect to become a Minnesota or foreign professional firm and to update the information; specifying certain reference removal instructions to the revisor of statutes (Ch. 85, 1999)