1.1 	A bill for an act
1.2 	relating to corporations; recodifying and modernizing
1.3 	the law regulating the formation, structure, and
1.4 	operation of certain corporations; making
1.5 	miscellaneous technical and clarifying changes;
1.6 	amending Minnesota Statutes 2004, sections 47.12;
1.7 	47.15; 47.16; 48.02; 48.03; 48.033; 48.04; 48.06;
1.8 	48.07; 48A.01, subdivision 1; 48A.04, subdivisions 1,
1.9 	3; 49.41; 50.001; 50.06; 50.085, subdivision 1;
1.10 	51A.03, subdivision 2b; 51A.131; 51A.17; 51A.21,
1.11 	subdivision 1; 60A.07, subdivision 1, by adding
1.12 	subdivisions; 60A.075, subdivision 6; 60A.077,
1.13 	subdivision 6; 60B.23; 61A.14, by adding a
1.14 	subdivision; 61A.35; 61A.36; 61B.31; 66A.01; 66A.02;
1.15 	66A.03; 66A.06; 66A.07; 66A.08, subdivision 1; 67A.06;
1.16 	67A.40, subdivision 3; 117.232, subdivision 1;
1.17 	161.433, subdivision 3; 181.970, subdivision 2;
1.18 	237.81; 301.75; 302A.011, subdivision 4; 302A.021,
1.19 	subdivision 10, by adding a subdivision; 302A.031, by
1.20 	adding a subdivision; 303.02, subdivision 2; 317A.021,
1.21 	subdivision 9; 322B.02; 398A.04, subdivision 6;
1.22 	453.55, subdivision 11; 453A.05, subdivision 11;
1.23 	proposing coding for new law in Minnesota Statutes,
1.24 	chapters 47; 48; 50; 66A; repealing Minnesota Statutes
1.25 	2004, sections 48.056, subdivision 3; 60A.07,
1.26 	subdivision 8; 61A.32; 66A.04; 66A.05; 66A.075;
1.27 	300.01; 300.02; 300.025; 300.05; 300.06; 300.08;
1.28 	300.081; 300.083; 300.09; 300.12; 300.13; 300.131;
1.29 	300.14; 300.16; 300.17; 300.18; 300.19; 300.20;
1.30 	300.21; 300.22; 300.23; 300.24; 300.25; 300.26;
1.31 	300.27; 300.28; 300.29; 300.30; 300.31; 300.32;
1.32 	300.33; 300.34; 300.35; 300.36; 300.37; 300.38;
1.33 	300.39; 300.40; 300.41; 300.42; 300.43; 300.44;
1.34 	300.45; 300.451; 300.46; 300.49; 300.51; 300.52;
1.35 	300.53; 300.54; 300.55; 300.57; 300.58; 300.59;
1.36 	300.60; 300.61; 300.62; 300.63.
1.37 	BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:

1.38 	ARTICLE 1
1.39 	FINANCIAL CORPORATIONS

1.40 	Section 1. Minnesota Statutes 2004, section 47.12, is
1.41 	amended to read:
2.1 	47.12 FINANCIAL CORPORATIONS.
2.2 		Subdivision 1.Purposes. Corporations may be formed for
2.3 	any one of the following purposes:
2.4 	(1) carrying on the business of banking, by receiving
2.5 	deposits, buying, selling, and discounting notes, bills, and
2.6 	other evidences of debt legal for investment, domestic or
2.7 	foreign, dealing in gold and silver bullion and foreign coins,
2.8 	issuing circulating notes, and loaning money upon real estate or
2.9 	personal security or upon the creditworthiness of the borrower;
2.10 	(2) establishing and conducting clearinghouses, for
2.11 	effecting, in one place, the speedy and systematic daily
2.12 	exchange and adjustment of balances between banks and bankers in
2.13 	any municipality, town, or county, establishing and enforcing
2.14 	uniform methods of conducting the banking business in such
2.15 	locality, and adjusting disputes or misunderstandings between
2.16 	members of such clearinghouse engaged in the banking business;
2.17 	(3) creating and conducting savings banks for the
2.18 	reception, on deposit, of money offered for that purpose, the
2.19 	investment thereof, and the declaring, crediting, and paying of
2.20 	dividends or interest thereon, as authorized and provided by
2.21 	law;
2.22 	(4) transacting business as a trust company in conformity
2.23 	with the laws relating thereto; and
2.24 	(5) carrying on, in accordance with law, the business of
2.25 	savings associations.
2.26 		Subd. 2.Organization. (a) Three or more persons may
2.27 	form a corporation for any of the purposes specified in this
2.28 	section by applying to the Department of Commerce and complying
2.29 	with all applicable organizational requirements and the
2.30 	conditions set out in clauses (1) to (7).  The incorporators
2.31 	must subscribe a certificate specifying:
2.32 	(1) the corporation's name, which must distinguish it from
2.33 	all other corporations authorized to do business in this state,
2.34 	and must contain the word "company," "corporation," "bank,"
2.35 	"trust," "association," or "incorporated";
2.36 	(2) the general nature of the corporation's business and
3.1 	its principal place of business;
3.2 	(3) the period of its duration, if limited;
3.3 	(4) the names and places of residence of the incorporators;
3.4 	(5) the board in which the management of the corporation
3.5 	will be vested, the date of the annual meeting at which it will
3.6 	be elected, and the names and addresses of the board members
3.7 	until the first election, a majority of whom must always be
3.8 	residents of this state or reside within 50 miles of the main
3.9 	office of the corporation;
3.10 	(6) the amount of capital stock, if any, how the capital
3.11 	stock is to be paid in, the number of shares into which it is to
3.12 	be divided, and the par value of each share; and, if there is to
3.13 	be more than one class, a description and the terms of issue of
3.14 	each class, and the method of voting on each class; and 
3.15 	(7) the highest amount of indebtedness or liability to
3.16 	which the corporation will at any time be subject.  However, a
3.17 	corporation subject to section 48.27 may show its highest amount
3.18 	of indebtedness to be 30 times the amount of its capital and
3.19 	actual surplus.
3.20 	The certificate may contain any other lawful provision
3.21 	defining and regulating the powers and business of the
3.22 	corporation, its officers, directors, trustees, members, and
3.23 	stockholders.
3.24 	(b) A person doing business in this state may contest the
3.25 	subsequent registration of a name with the office of the
3.26 	secretary of state as provided in section 5.22.
3.27 		Subd. 3.Powers. (a) A corporation formed under this
3.28 	chapter may:
3.29 	(1) be known by its corporate name for the time stated in
3.30 	its certificate of incorporation;
3.31 	(2) sue and be sued in any court;
3.32 	(3) have, use, and alter a common seal, but a seal must not
3.33 	be required;
3.34 	(4) acquire, by purchase or otherwise, and hold, enjoy,
3.35 	improve, lease, encumber, and convey all real and personal
3.36 	property necessary for the purposes of its organization, subject
4.1 	to the limitations hereafter declared;
4.2 	(5) elect or appoint in any manner it determines all
4.3 	necessary or proper officers, agents, boards, and committees, to
4.4 	fix their compensation, and to define their powers and duties;
4.5 	(6) make and amend consistently with law bylaws providing
4.6 	for the management of its property and the regulation and
4.7 	government of its affairs; and 
4.8 	(7) wind up and liquidate its business in the manner
4.9 	provided by law.
4.10 	(b) A corporation formed under this chapter shall indemnify
4.11 	persons against certain expenses and liabilities only as
4.12 	provided in section 302A.521.

4.13 	Sec. 2. [47.13] APPLICATION OF BUSINESS CORPORATION ACT.
4.14 	The provisions of chapter 302A, other than sections
4.15 	302A.471, 302A.473, 302A.671, 302A.673, 302A.675, and 302A.701
4.16 	to 302A.791, apply to corporations formed for any of the
4.17 	purposes specified in section 47.12, except:
4.18 	(1) that section 302A.215, subdivisions 2 and 3, only apply
4.19 	if the corporation's certificate of incorporation provides
4.20 	cumulative voting; and 
4.21 	(2) to the extent those provisions are inconsistent with
4.22 	any of the provisions of this chapter and chapters 46 to 50.

4.23 	Sec. 3. Minnesota Statutes 2004, section 47.15, is amended
4.24 	to read:
4.25 	47.15 BYLAWS; WHERE FILED STATEMENTS.
4.26 		Subdivision 1.Adoption of bylaws. Initial bylaws may be
4.27 	adopted pursuant to section 302A.171 by the incorporators.  If
4.28 	not adopted by the incorporators, the bylaws must be adopted by
4.29 	the first board.  Unless reserved by the articles to the
4.30 	shareholders, the power to adopt, amend, or repeal the bylaws is
4.31 	vested in the board.  The power of the board is subject to the
4.32 	power of the shareholders, exercisable in the manner provided in
4.33 	section 302A.181, subdivision 3, to adopt, amend, or repeal
4.34 	bylaws adopted, amended, or repealed by the board.  The bylaws
4.35 	may be amended by the shareholders at a regular or special
4.36 	meeting called for that purpose.  After the adoption of the
5.1 	initial bylaws, the board shall not adopt, amend, or repeal a
5.2 	bylaw fixing a quorum for meetings of shareholders, prescribing
5.3 	procedures for removing directors or filling vacancies in the
5.4 	board, or fixing the number of directors or their
5.5 	classifications, qualifications, or terms of office, but may
5.6 	adopt or amend a bylaw to increase the number of directors.
5.7 		Subd. 2.Filing. Within 90 days after the adoption of
5.8 	bylaws or any amendment thereof, a certified copy of the same
5.9 	shall be filed with the commissioner of commerce.

5.10 	Sec. 4. Minnesota Statutes 2004, section 47.16, is amended
5.11 	to read:
5.12 	47.16 CERTIFICATION BY COMMISSIONER.
5.13 		Subdivision 1.Filing. The certificate of a corporation
5.14 	must be filed for record with the secretary of state.  If the
5.15 	secretary of state finds that it conforms to law and that the
5.16 	required fee has been paid, the secretary of state must record
5.17 	it and certify that fact on it.  The secretary of state may not
5.18 	accept a certificate for filing unless the certificate also
5.19 	contains the endorsement of the commissioner of commerce.
5.20 		Subd. 2.Certificate of authority. If the commissioner
5.21 	of commerce is satisfied that the corporation has been organized
5.22 	for legitimate purposes, and under such conditions as to merit
5.23 	and have public confidence, and that all provisions of law
5.24 	applicable to every branch of business in which, by the terms of
5.25 	its certificate, it is authorized to engage, have been complied
5.26 	with, the commissioner shall so certify.  When the original
5.27 	certificate and the certificate of incorporation from the
5.28 	secretary of state is filed with the commissioner of commerce,
5.29 	the commissioner shall, within 60 days thereafter, execute and
5.30 	deliver to it a certificate of authority.

5.31 	Sec. 5. [47.171] CERTIFICATES OF INCORPORATION,
5.32 	AMENDMENT; EXCEPTIONS.
5.33 	The certificate of incorporation of a financial corporation
5.34 	organized and existing under the laws of this state may be
5.35 	amended to change its name; to increase or decrease its capital
5.36 	stock; to change the number and, subject to section 48.02, the
6.1 	par value of the shares of its capital stock; to eliminate or
6.2 	limit a director's personal liability; or in respect to another
6.3 	matter which an original certificate of a corporation of the
6.4 	same kind might lawfully have contained.  The change must be
6.5 	accomplished by the adoption of a resolution specifying the
6.6 	proposed amendment at a regular meeting or at a special meeting
6.7 	called for that expressly stated purpose, in either of the
6.8 	following ways:
6.9 	(1) by a majority vote of all its shares; or 
6.10 	(2) by a majority vote of its entire board of directors
6.11 	within one year after authorization by specific resolution duly
6.12 	adopted at a meeting of shareholders.  The resolution must be
6.13 	included in a certificate duly executed by its president and
6.14 	secretary, or other presiding and recording officers, and
6.15 	approved and filed in the manner prescribed for the execution,
6.16 	approval, and filing of a like original certificate.

6.17 	Sec. 6. [47.172] RESTATED CERTIFICATES OF INCORPORATION.
6.18 		Subdivision 1.Procedure. A financial corporation may by
6.19 	action taken in the same manner required for amendment of
6.20 	certificates of incorporation adopt a restated certificate of
6.21 	incorporation consisting of the certificate of incorporation as
6.22 	amended to date.  The restated certificate of incorporation may
6.23 	be adopted in connection with an amendment to the certificate of
6.24 	incorporation.  The restated certificate of incorporation must
6.25 	contain all the statements required by section 47.12,
6.26 	subdivision 2, to be included in the original certificate of
6.27 	incorporation except that:  in lieu of setting forth the names
6.28 	and addresses of the first board of directors, the restated
6.29 	certificate of incorporation must include the names and
6.30 	addresses of the directors at the time of the adoption of the
6.31 	restated certificate of incorporation; and no statement need be
6.32 	made with respect to the names and addresses of the
6.33 	incorporators.
6.34 		Subd. 2.Effect. The certificate to be filed to
6.35 	accomplish a restated certificate of incorporation must be
6.36 	entitled "restated certificate of incorporation of (name of
7.1 	financial corporation)" and must contain a statement that the
7.2 	restated certificate supersedes and takes the place of the
7.3 	existing certificate of incorporation and all amendments to it.
7.4 	The restated certificate of incorporation when executed, filed
7.5 	and recorded in the manner prescribed for certificate of
7.6 	amendment supersedes and takes the place of an existing
7.7 	certificate of incorporation and amendments to it.  The
7.8 	secretary of state upon request must certify the restated
7.9 	certificate of incorporation.

7.10 	Sec. 7. Minnesota Statutes 2004, section 48.02, is amended
7.11 	to read:
7.12 	48.02 CAPITAL AND SURPLUS; PREPAYMENT OF CAPITAL.
7.13 	(a) The capital and surplus of every state bank hereafter
7.14 	organized shall be at least $250,000. The capital stock of a
7.15 	state bank must be divided into shares of not less than $1.In
7.16 	addition thereto undivided profits shall be provided for in such
7.17 	an amount as the commissioner shall determine to be adequate
7.18 	under the circumstances to avoid any possible impairment of
7.19 	capital and surplus.  The total of these outlays shall be known
7.20 	as capital funds, and payment thereof shall be made in full, in
7.21 	cash or authorized securities, deposited in an approved
7.22 	custodial bank, and certified to the commissioner, under oath of
7.23 	the president, and cashier or other chief financial officer, as
7.24 	well as the custodial bank, before the proposed state bank shall
7.25 	be authorized to commence business.  The capital funds of a
7.26 	proposed bank shall not be less than a total amount which the
7.27 	commissioner considers necessary, having in mind the deposit
7.28 	potential for such a proposed bank and current banking industry
7.29 	standards of capital adequacy.
7.30 	(b) The directors of a state bank may issue shares of its
7.31 	unissued, authorized capital stock and may fix the amount of
7.32 	money or the actual value of the consideration for which the
7.33 	stock is issued.

7.34 	Sec. 8. Minnesota Statutes 2004, section 48.03, is amended
7.35 	to read:
7.36 	48.03  STOCK LIST; STOCKHOLDERS' LIABILITY SHARES.
8.1 		Subdivision 1.Shareholder list. The president and
8.2 	cashier of any bank of discount and deposit shall at all times
8.3 	keep an accurate verified list of all its stockholders 
8.4 	shareholders, with the amount of stock shares held by each, the
8.5 	dates of all transfers and names of transferees.
8.6 		Subd. 2.Shareholder liability. Except as provided in
8.7 	section 300.27 302A.425, no stockholder shareholder in any bank
8.8 	of discount and deposit or in any banking or trust corporation
8.9 	or association shall be personally liable for debts of such
8.10 	bank, corporation or association.
8.11 		Subd. 3.Effect of transfer; share books. The transfer
8.12 	of shares is not binding upon the company until it is regularly
8.13 	entered on the books of the company to show the names of the
8.14 	persons by and to whom transferred, the number or other
8.15 	designation of the shares, and the date of the transfer.  The
8.16 	books of the company must be kept to show intelligibly the
8.17 	original shareholders, their respective interests, the amount
8.18 	which has been paid in on their shares, and all transfers of the
8.19 	shares.
8.20 		Subd. 4.Record of shares. The directors must cause
8.21 	accurate and complete records to be kept of all corporate
8.22 	proceedings and of all shares subscribed, transferred, canceled,
8.23 	or retired and proper books, accounts, files, and records of all
8.24 	other business transacted.

8.25 	Sec. 9. [48.032] PREEMPTIVE RIGHTS.
8.26 	(a) Unless otherwise denied or limited in the certificate
8.27 	of incorporation or by the board pursuant to section 302A.401,
8.28 	subdivision 2, paragraph (b), a shareholder of a banking
8.29 	institution has the preemptive rights provided in section
8.30 	302A.413.
8.31 	(b) If preemptive rights are denied or limited pursuant to
8.32 	paragraph (a) after a shareholder has acquired shares, the
8.33 	shareholder has the rights of a dissenting shareholder under
8.34 	paragraph (c).
8.35 	(c) A shareholder may dissent from and obtain payment for
8.36 	the value of the shareholder's shares in the event that
9.1 	preemptive rights are denied or limited pursuant to paragraph
9.2 	(a) by objecting to the action and demanding payment for the
9.3 	shareholder's shares at a meeting of the shareholders held on
9.4 	the action or within 20 days after the meeting.  If the denial
9.5 	or limitation of preemptive rights takes effect at any time
9.6 	after this demand, the shareholder may, at any time within 60
9.7 	days after the demand, apply to the district court in the county
9.8 	of the banking institution's principal place of business for the
9.9 	appointment of three persons to appraise the value of that
9.10 	person's shares.  The court shall appoint the appraisers and
9.11 	designate the time and the place of their first meeting, give
9.12 	directions with regard to their proceedings the court considers
9.13 	proper, and direct the time and manner in which payment must be
9.14 	made of the value of that person's shares to the shareholder.
9.15 	The appraisers shall meet at the time and place designated,
9.16 	after being duly sworn to discharge their duties honestly and
9.17 	faithfully, make and certify a written estimate of the value of
9.18 	the stock at the time of the appraisal, and deliver one copy to
9.19 	the banking institution and another to the shareholder.  The
9.20 	shareholder and the banking institution shall each pay one-half
9.21 	of the charges and expenses of the appraisers.

9.22 	Sec. 10. Minnesota Statutes 2004, section 48.04, is
9.23 	amended to read:
9.24 	48.04 INCREASE AND REDUCTION OF CAPITAL.
9.25 	No increase or reduction of the capital of any banking
9.26 	institution shall be valid until the entire new capital has been
9.27 	paid in cash, and certified to the commissioner under oath of
9.28 	the president, vice-president, or cashier.  The commissioner
9.29 	shall thereupon issue a certificate of that fact and of approval
9.30 	thereof.  No reduction of the surplus of any banking institution
9.31 	shall be valid until such reduction has been approved by the
9.32 	commissioner of commerce.  No reduction shall affect the
9.33 	liability of any stockholder shareholder for any indebtedness
9.34 	incurred prior thereto.
9.35 	For purposes of this section, directors have the authority
9.36 	granted under section 48.02, paragraph (b).

10.1 	Sec. 11. Minnesota Statutes 2004, section 48.06, is
10.2 	amended to read:
10.3 	48.06  BOARD OF DIRECTORS; QUALIFICATIONS.
10.4 		Subdivision 1.Size. The business of a bank must be
10.5 	managed by a board of at least five directors, unless a greater
10.6 	number is otherwise required by law.  A board of directors of a
10.7 	financial institution referred to in section 47.12 which has
10.8 	fewer than five members on August 1, 1995, is not subject to
10.9 	this requirement but may be increased to not more than five
10.10 	members by order of the commissioner of commerce.
10.11 	If the number of directors exceeds nine, they may
10.12 	designate, semiannually, by resolution, nine of their number, a
10.13 	majority of whom constitutes a quorum for the transaction of
10.14 	business.  Every director of a bank shall take and subscribe an
10.15 	oath to faithfully perform the official duties of a director,
10.16 	and not knowingly violate, or permit to be violated, any
10.17 	provision of law.  The taking of this oath must be duly
10.18 	certified in the minutes of the records of the bank.
10.19 		Subd. 2.Classes. In its certificate of incorporation, a
10.20 	corporation may establish classes of its directors and the terms
10.21 	for each class.  No class may be elected for a term of less than
10.22 	one year, or more than five years, and the term of office of at
10.23 	least one class must expire each year.
10.24 		Subd. 3.Vacancies. If the certificate of incorporation
10.25 	or the bylaws so provides, a vacancy in the board of directors
10.26 	may be filled by the remaining directors.  Not more than
10.27 	one-third of the members of the board may be so filled in any
10.28 	one year except any number may be appointed to provide for at
10.29 	least five directors until any subsequent meeting of the
10.30 	shareholders.
10.31 		Subd. 4.Quorum to do business. Except as otherwise
10.32 	provided in subdivision 1, a majority of the directors
10.33 	constitutes a quorum for the transaction of business.
10.34 		Subd. 5.Action without meeting. Any action which might
10.35 	be taken at a meeting of the board of directors may be taken
10.36 	without a meeting if done in writing signed by all of the
11.1 	directors.

11.2 	Sec. 12. Minnesota Statutes 2004, section 48.07, is
11.3 	amended to read:
11.4 	48.07 OFFICERS; APPOINTMENT, REMOVAL.
11.5 	The board of directors of a bank or trust company organized
11.6 	under the laws of this state shall have full power and authority
11.7 	at any time to appoint and remove any officer or employee.
11.8 	Every bank or trust company organized under the laws of
11.9 	this state, except when otherwise specially provided, must have
11.10 	a president, secretary, and treasurer, and may have one or more
11.11 	vice-presidents and other officers, as its certificate of
11.12 	incorporation or bylaws may provide.  Their respective duties
11.13 	must be prescribed in the certificate of incorporation or in the
11.14 	bylaws.  Only one president of record may act on behalf of the
11.15 	bank or trust company; however, additional officers may be
11.16 	titled president for purposes of empowering those additional
11.17 	officers to function as managing officers of detached facilities
11.18 	of banks.

11.19 	Sec. 13. Minnesota Statutes 2004, section 49.41, is
11.20 	amended to read:
11.21 	49.41 RIGHTS OF DISSENTING STOCKHOLDERS SHAREHOLDERS.
11.22 	Any stockholder shareholder not voting in favor of the
11.23 	agreement of consolidation or merger at the meeting prescribed
11.24 	in section 49.37 may, at that meeting, or within 20 days
11.25 	thereafter, object to the consolidation or merger and demand
11.26 	payment for that person's stock shares.  If the consolidation or
11.27 	merger takes effect at any time after this demand,
11.28 	the stockholder shareholder may, at any time within 60 days
11.29 	thereafter, apply to the district court in the county wherein is
11.30 	situated the principal place of business of the corporation with
11.31 	which the other or others are consolidated or merged, for the
11.32 	appointment of three persons to appraise the value of that
11.33 	person's stock shares.  The court shall thereupon appoint these
11.34 	appraisers and designate the time and place of their first
11.35 	meeting, with such directions in regard to their proceedings as
11.36 	shall be deemed proper, and also direct the time and manner in
12.1 	which payment shall be made of the value of that person's stock 
12.2 	shares to the stockholder shareholder.  The appraisers shall
12.3 	meet at the time and place designated, after being duly sworn to
12.4 	discharge their duties honestly and faithfully, make and certify
12.5 	a written estimate of the value of the stock shares at the time
12.6 	of the appraisal, and deliver one copy to the corporation and
12.7 	another to the stockholder shareholder, if demanded.  The
12.8 	charges and expenses of the appraisers shall be paid one-half by
12.9 	the stockholder shareholder and one-half by the corporation.
12.10 	When the corporation shall have paid the appraised value of this
12.11 	stock the shares, the stock shares shall be canceled and
12.12 	this stockholder shareholder shall cease to be a member of the
12.13 	corporation or to have any interest in this stock the shares or
12.14 	in the corporation or in the corporate property, and this stock 
12.15 	the shares may be held and disposed of by the corporation for
12.16 	its own benefit.

12.17 	Sec. 14. Minnesota Statutes 2004, section 50.06, is
12.18 	amended to read:
12.19 	50.06 DIRECTORS; FIRST BOARD.
12.20 		Subdivision 1.Authority and qualifications. The
12.21 	business of every such stock savings bank shall be managed by a
12.22 	board of not less than seven directors who are residents of this
12.23 	state. Each director must file a written acceptance of the
12.24 	position before the director is authorized to act.The persons
12.25 	named in the certificate of authorization shall constitute the
12.26 	first board.
12.27 		Subd. 2.Classes. In its certificate of incorporation, a
12.28 	corporation may establish classes of its directors and the terms
12.29 	for each class.  No class may be elected for a term of less than
12.30 	one year, or more than five years, and the term of office of at
12.31 	least one class must expire each year.
12.32 		Subd. 3.Vacancies. Each vacancy shall be filled by the
12.33 	board as soon as practicable, at a regular meeting thereof,
12.34 	except when a resolution reducing the number of directors named
12.35 	in its charter to a number not less than seven shall have been
12.36 	incorporated into its bylaws, and a copy thereof filed with the
13.1 	commissioner of commerce, in which case vacancies shall not be
13.2 	filled until the number has been reduced to that specified in
13.3 	this resolution. The number may be increased to any number
13.4 	specified in a like resolution, consented to, in writing, by the
13.5 	commissioner of commerce.
13.6 		Subd. 4.Quorum to do business. A majority of the
13.7 	directors constitutes a quorum for the transaction of business.
13.8 		Subd. 5.Action without meeting. Any action which might
13.9 	be taken at a meeting of the board of directors may be taken
13.10 	without a meeting if done in writing signed by all of the
13.11 	directors.

13.12 	Sec. 15. [50.065] OFFICERS.
13.13 	Every savings bank, except when otherwise specially
13.14 	provided, must have a president, secretary, and treasurer, and
13.15 	may have one or more vice-presidents and other officers, as its
13.16 	certificate of incorporation or bylaws may provide.  The time
13.17 	and manner of their election and their respective duties must be
13.18 	prescribed in the certificate of incorporation or in the bylaws.
13.19 	Only one president of record may act on behalf of the savings
13.20 	bank; however, additional officers may be titled president for
13.21 	purposes of empowering those additional officers to function as
13.22 	managing officers of detached facilities of banks.

13.23 	Sec. 16. Minnesota Statutes 2004, section 302A.011,
13.24 	subdivision 4, is amended to read:
13.25 		Subd. 4.Articles.  "Articles" means, in the case of a
13.26 	corporation incorporated under or governed by this chapter,
13.27 	articles of incorporation, articles of amendment, a resolution
13.28 	of election to become governed by this chapter, a demand
13.29 	retaining the two-thirds majority for shareholder approval of
13.30 	certain transactions, a statement of change of registered
13.31 	office, registered agent, or name of registered agent, a
13.32 	statement establishing or fixing the rights and preferences of a
13.33 	class or series of shares, a statement of cancellation of
13.34 	authorized shares, articles of merger, articles of abandonment,
13.35 	and articles of dissolution.  In the case of a foreign
13.36 	corporation, the term includes all documents serving a similar
14.1 	function required to be filed with the secretary of state or
14.2 	other officer of the corporation's state of incorporation. In
14.3 	the case of a corporation formed under chapter 300, the term
14.4 	means the certificate of incorporation.

14.5 	Sec. 17. Minnesota Statutes 2004, section 302A.021, is
14.6 	amended by adding a subdivision to read:
14.7 		Subd. 7a.Chapter 300 corporation subject to law as of
14.8 	august 1, 2006. A corporation incorporated under chapter 300 in
14.9 	existence on August 1, 2006, becomes governed by this chapter on
14.10 	August 1, 2006, as fully as though the corporation had been
14.11 	incorporated under this chapter, except as specifically
14.12 	otherwise provided by law.

14.13 	Sec. 18. Minnesota Statutes 2004, section 302A.021,
14.14 	subdivision 10, is amended to read:
14.15 		Subd. 10.Laws not to apply.  Sections 222.19,and 
14.16 	222.23, 300.01, 300.02, 300.06 to 300.09, 300.12 to 300.68,and
14.17 	chapters 301, 316, and 556 do not apply to a corporation
14.18 	incorporated under or governed by this chapter.

14.19 	Sec. 19. Minnesota Statutes 2004, section 302A.031, is
14.20 	amended by adding a subdivision to read:
14.21 		Subd. 3.Perpetual duration granted for chapter 300
14.22 	corporations. (a) All corporations formed under chapter 300 and
14.23 	governed by this chapter pursuant to section 302A.021,
14.24 	subdivision 7a, are granted perpetual duration irrespective of
14.25 	the period of duration set forth in their articles of
14.26 	incorporation.  This grant may be modified in the articles as
14.27 	authorized under section 302A.111, subdivision 2, paragraph (b).
14.28 	(b) All corporations formed under chapter 300 and governed
14.29 	by this chapter pursuant to section 47.13, are granted perpetual
14.30 	duration irrespective of the period of duration set forth in
14.31 	their certificates of incorporation.  This grant may be modified
14.32 	in the certificate of incorporation as authorized under section
14.33 	47.12, subdivision 2, paragraph (a), clause (3).

14.34 	Sec. 20. CORRECTION OF STATUTORY REFERENCE IN CORPORATE
14.35 	DOCUMENTS.
 14.36 	As of August 1, 2006, all references in corporate documents
15.1 	to Minnesota Statutes, section 300.64, in connection with the
15.2 	elimination of, or limitations on, the personal liability of
15.3 	directors are deemed to be references to Minnesota Statutes,
15.4 	section 302A.251, and all references to Minnesota Statutes,
15.5 	section 300.083, are deemed to be references to Minnesota
15.6 	Statutes, section 302A.521.

15.7 	Sec. 21. REVISOR'S INSTRUCTION.
 15.8 	The revisor of statutes shall renumber each section of
15.9 	Minnesota Statutes listed in column A with the number listed in
15.10 	column B.  The revisor shall also make necessary cross-reference
15.11 	changes consistent with the renumbering.
15.12 	Column A Column B
15.13 	300.026302A.92
15.14 	300.03301B.01
15.15 	300.04301B.02
15.16 	300.045301B.03
15.17 	300.10301B.04
15.18 	300.11301B.05
15.19 	300.111336B.01
15.20 	300.112336B.02
15.21 	300.113336B.03
15.22 	300.114507.327
15.23 	300.115507.328 

15.24 	ARTICLE 2
15.25 	INSURANCE CORPORATIONS

15.26 	Section 1. Minnesota Statutes 2004, section 60A.07,
15.27 	subdivision 1, is amended to read:
15.28 		Subdivision 1.Incorporation. Except when the manner of
15.29 	organization is specifically otherwise provided in sections
15.30 	dealing with these insurers, domestic insurance corporations
15.31 	shall be organized under and governed by chapter 300.  The
15.32 	articles or certificate of incorporation must meet the
15.33 	requirements of section 300.025, other than Three or more
15.34 	persons may form a domestic insurance corporation for any of the
15.35 	purposes specified in subdivision 2 by applying to the
15.36 	Department of Commerce and complying with all applicable
16.1 	organizational requirements and the conditions set out in
16.2 	clauses (1) to (6).  The incorporators must subscribe a
16.3 	certificate specifying:
16.4 	(1) the requirement that a majority of board members shall
16.5 	always be residents of this state the corporation's name, which
16.6 	must distinguish it from all other corporations authorized to do
16.7 	business in this state, and must contain the word "company,"
16.8 	"corporation," or "incorporated"; and 
16.9 	(2) the requirements of section 300.025, clause (7).the
16.10 	general nature of the corporation's business and its principal
16.11 	place of business;
16.12 	(3) the period of its duration, if limited;
16.13 	(4) the names and places of residence of the incorporators;
16.14 	(5) the board in which the management of the corporation
16.15 	will be vested, the date of the initial annual meeting at which
16.16 	it will be elected, and the names and addresses of the board
16.17 	members until the first election; and 
16.18 	(6) whether the corporation is organized on the stock plan,
16.19 	mutual plan, or otherwise; and, if organized as a stock company,
16.20 	the amount of capital stock, how the capital stock is to be paid
16.21 	in, the number of shares into which it is to be divided, and the
16.22 	par value of each share; and, if there is to be more than one
16.23 	class, a description and the terms of issue of each class and
16.24 	the method of voting on each class.
16.25 	The certificate may contain any other lawful provision
16.26 	defining and regulating the powers and business of the insurance
16.27 	corporation, its officers, directors, trustees, members, or
16.28 	stockholders.
16.29 	A person doing business in this state may contest the
16.30 	subsequent registration of a name with the Office of the
16.31 	Secretary of State as provided in section 5.22.
16.32 	Domestic insurance corporations established in this manner
16.33 	are organized under and governed by chapter 302A, except as
16.34 	otherwise provided in subdivision 1d and chapter 66A.

16.35 	Sec. 2. Minnesota Statutes 2004, section 60A.07, is
16.36 	amended by adding a subdivision to read:
17.1 		Subd. 1a.Filing. The certificate of an insurance
17.2 	corporation must be filed for record with the secretary of
17.3 	state.  If the secretary of state finds that it conforms to law
17.4 	and that the required fee has been paid, the secretary of state
17.5 	must record it and certify that fact on it.  The secretary of
17.6 	state may not accept a certificate for filing unless the
17.7 	certificate also contains the endorsement of the commissioner of
17.8 	commerce.

17.9 	Sec. 3. Minnesota Statutes 2004, section 60A.07, is
17.10 	amended by adding a subdivision to read:
17.11 		Subd. 1b.Certificate of authority. If the commissioner
17.12 	of commerce is satisfied that the corporation has been organized
17.13 	for legitimate purposes, and under such conditions as to merit
17.14 	and have public confidence, and that all provisions of law
17.15 	applicable to every branch of business in which, by the terms of
17.16 	its certificate, it is authorized to engage, have been complied
17.17 	with, the commissioner shall so certify.  When the original
17.18 	certificate and the certificate of incorporation from the
17.19 	secretary of state are filed with the commissioner of commerce,
17.20 	the commissioner shall, within 60 days thereafter, execute and
17.21 	deliver to it a certificate of authority.

17.22 	Sec. 4. Minnesota Statutes 2004, section 60A.07, is
17.23 	amended by adding a subdivision to read:
17.24 		Subd. 1c.Bylaws. Bylaws may be adopted by the insurance
17.25 	corporation in the manner set forth in section 302A.181.  Within
17.26 	90 days after the adoption of the bylaws or any amendment
17.27 	thereof, a certified copy of the same must be filed with the
17.28 	commissioner of commerce.

17.29 	Sec. 5. Minnesota Statutes 2004, section 60A.07, is
17.30 	amended by adding a subdivision to read:
17.31 		Subd. 1d.Certificate of incorporation; amendments. The
17.32 	certificate of incorporation of an insurance corporation
17.33 	organized and existing under the laws of this state may be
17.34 	amended in the manner set forth in section 302A.135.  Amendments
17.35 	must be filed with the secretary of state in the manner set
17.36 	forth in section 302A.151, except the secretary of state may not
18.1 	accept a certificate of filing unless the certificate also
18.2 	contains the endorsement of the commissioner of commerce.

18.3 	Sec. 6. Minnesota Statutes 2004, section 60A.07, is
18.4 	amended by adding a subdivision to read:
18.5 		Subd. 1e.Application of business corporation act. The
18.6 	provisions of chapter 302A apply to domestic stock corporations
18.7 	formed to carry on the business of insurance, except to the
18.8 	extent those provisions are inconsistent with any provisions
18.9 	contained in this chapter or to the extent in conflict with any
18.10 	provisions contained in chapters 60A to 79A.  The provisions of
18.11 	chapter 302A apply to domestic mutual corporations formed to
18.12 	carry on the business of insurance only to the extent provided
18.13 	for in chapter 66A.

18.14 	Sec. 7. Minnesota Statutes 2004, section 60A.075,
18.15 	subdivision 6, is amended to read:
18.16 		Subd. 6.Conversion. (a)  [FILING.] Following approval
18.17 	by the eligible members, the converting mutual company shall
18.18 	file a copy of the company's amended or restated articles of
18.19 	incorporation with the commissioner, together with a certified
18.20 	copy of the minutes of the meeting at which the plan was adopted
18.21 	and a certified copy of the plan.  The commissioner shall review
18.22 	and, if appropriate, approve the amended or restated articles.
18.23 	After approval by the commissioner, a converting mutual insurer 
18.24 	company shall file the articles with the secretary of state as
18.25 	provided by section 60A.07, subdivision 1d, and chapter 300, or
18.26 	a converting mutual holding company shall file the articles with
18.27 	the secretary of state as provided by chapter 302A.
18.28 	(b)  [EFFECTIVE DATE.] The reorganization of a converting
18.29 	mutual company is effective on the date of filing an amendment
18.30 	or restatement of the articles of incorporation with the
18.31 	secretary of state, or on a later date if the plan so specifies.

18.32 	Sec. 8. Minnesota Statutes 2004, section 60A.077,
18.33 	subdivision 6, is amended to read:
18.34 		Subd. 6.Incorporation.  A mutual insurance holding
18.35 	company shall be incorporated pursuant to section 60A.07,
18.36 	subdivision 1, and this chapter 300.  The articles of
19.1 	incorporation and any amendments to the articles of the mutual
19.2 	insurance holding company are subject to approval of the
19.3 	commissioner in the same manner as those of an insurance
19.4 	company.  Members of a mutual insurance holding company shall be
19.5 	entitled to vote on all matters required to be submitted
19.6 	to domestic mutual insurance company members under chapter 300
19.7 	and shall additionally be treated as shareholders for purposes
19.8 	of the voting approval requirements of section 300.09in
19.9 	accordance with the requirements of this chapter and chapter
19.10 	302A.

19.11 	Sec. 9. Minnesota Statutes 2004, section 60B.23, is
19.12 	amended to read:
19.13 	60B.23 DISSOLUTION OF INSURER.
19.14 	The commissioner may petition for an order dissolving the
19.15 	corporate existence of a domestic insurer or the United States
19.16 	branch of an alien insurer domiciled in this state at the time
19.17 	the commissioner applies for a liquidation order.  If the court
19.18 	issues a liquidation order, it also shall order dissolution if
19.19 	the commissioner has petitioned for it.  The court shall order
19.20 	dissolution of the corporation upon petition by the commissioner
19.21 	at any time after a liquidation order has been granted.  If the
19.22 	dissolution has not previously occurred, it shall be effected by
19.23 	operation of law upon the discharge of the liquidator. The
19.24 	commissioner shall file a dissolution with the secretary of
19.25 	state pursuant to section 302A.711, subdivision 2, paragraphs
19.26 	(a), clauses (1), (2), and (5), and (b); and subdivisions 3 and
19.27 	4.

19.28 	Sec. 10. Minnesota Statutes 2004, section 61A.14, is
19.29 	amended by adding a subdivision to read:
19.30 		Subd. 9.Life insurance companies. A domestic life
19.31 	insurance company having a separate account or accounts pursuant
19.32 	to this section in connection with variable contracts or other
19.33 	separate account products may indemnify a person who is serving
19.34 	or has served as a member of the managing committee of that
19.35 	separate account, and may purchase and maintain insurance for
19.36 	that purpose, in accordance with section 302A.521.

20.1 	Sec. 11. Minnesota Statutes 2004, section 66A.01, is
20.2 	amended to read:
20.3 	66A.01 SCOPE OF CHAPTER.
20.4 	This chapter shall apply to mutual insurance companies
20.5 	other than: life insurance companies,assessment benefit
20.6 	associations, fraternal benefit societies, township mutual
20.7 	insurance companies and title insurance companies. Sections
20.8 	66A.08 to 66A.31 and 66A.20 do not apply to mutual life
20.9 	insurance companies.
20.10 	Sections 60A.07, subdivision 1, clauses (1) and (2);
20.11 	61A.26; 61A.321; 61A.33; 61A.34; 61A.35; and 61A.36, do not
20.12 	apply to mutual property and casualty insurance companies.

20.13 	Sec. 12. Minnesota Statutes 2004, section 66A.02, is
20.14 	amended to read:
20.15 	66A.02 APPLICABILITY OF GENERAL BUSINESS CORPORATION
20.16 	STATUTES.
20.17 		Subdivision 1.General. Chapter 300 302A shall apply to
20.18 	domestic mutual insurance companies except where to the extent
20.19 	inconsistent with any provisions in this chapter or section
20.20 	60A.07, or otherwise in conflict with the express provisions of
20.21 	this chapter and the reasonable implication of such
20.22 	provisions any provisions in chapters 60A to 79A.  Provisions of
20.23 	chapter 302A relating to share certificates, classes of shares,
20.24 	share values, or any other provisions relevant only to stock
20.25 	companies do not apply to mutual insurance companies.
20.26 		Subd. 2.Mutual holding companies. For purposes of
20.27 	sections 66A.01 to 66A.07 and 66A.21, the term "domestic mutual
20.28 	insurance company" is deemed to include domestic mutual
20.29 	insurance holding companies organized under section 60A.077 and
20.30 	the term "member" is deemed to include members of a domestic
20.31 	mutual insurance holding company as specified in section
20.32 	60A.077, subdivision 1, paragraph (b).  For purposes of section
20.33 	60A.07, subdivisions 1, 1a, 1b, 1c, 1d, and 1e, a domestic
20.34 	mutual insurance holding company is deemed to be an insurance
20.35 	corporation.
20.36 		Subd. 3.Terms. For purposes of applying chapter 302A to
21.1 	domestic mutual insurance companies, members of a domestic
21.2 	mutual insurance company must be treated in the same manner as
21.3 	shareholders of a stock corporation, except as otherwise
21.4 	provided in this chapter.  Every member of the mutual insurance
21.5 	company shall be deemed to hold one share of the company for
21.6 	purposes of applying provisions of chapter 302A relating to
21.7 	voting.  Mutual insurance companies are not included in the
21.8 	definitions of "closely held corporation," "publicly held
21.9 	corporation," or "issuing public corporation."  The term
21.10 	"distribution" does not include dividends paid on participating
21.11 	policies issued by the mutual insurance company or any insurance
21.12 	company subsidiary in the case of a mutual insurance holding
21.13 	company.
21.14 		Subd. 4.Exceptions. The following provisions of chapter
21.15 	302A do not apply to domestic mutual insurance companies:
21.16 	sections 302A.011, subdivisions 2, 6, 6a, 7, 10, 20, 21, 25, 26,
21.17 	27, 28, 29, 31, 32, and 37 to 59; 302A.105; 302A.137; 302A.161,
21.18 	subdivision 19; 302A.201, subdivision 2; 302A.401 to 302A.429;
21.19 	302A.433, subdivisions 1, paragraphs (a), (b), (c), and (e), and
21.20 	2; 302A.437, subdivision 2; 302A.445, subdivisions 3 to 6;
21.21 	302A.449, subdivision 7; 302A.453 to 302A.457; 302A.461;
21.22 	302A.463; 302A.471 to 302A.473; 302A.553; 302A.601 to 302A.651;
21.23 	302A.671 to 302A.675; 302A.681 to 302A.691; and 302A.701 to
21.24 	302A.791.  Those clauses of section 302A.111 that refer to any
21.25 	of the sections previously referenced in this subdivision do not
21.26 	apply to domestic mutual insurance companies.  The following
21.27 	sections of chapter 302A are modified in their application to
21.28 	domestic mutual insurance companies in the manner indicated:
21.29 	(1) with regard to section 302A.133, the articles may be
21.30 	amended pursuant to section 302A.171 by the incorporators or by
21.31 	the board before the issuance of any policies by the company;
21.32 	(2) with regard to section 302A.135, subdivision 2, a
21.33 	resolution proposing an amendment to the certificate of
21.34 	authority must be filed with the corporate secretary no less
21.35 	than 30 days before the meeting to consider the proposed
21.36 	amendment;
22.1 	(3) with regard to section 302A.161, subdivision 19 of that
22.2 	section does not apply, except this must not be construed to
22.3 	limit the power of a mutual insurance company from issuing
22.4 	securities other than stock;
22.5 	(4) with regard to section 302A.201, the references in
22.6 	subdivision 1 of that section to "subdivision 2" and "section
22.7 	302A.457" do not apply;
22.8 	(5) with regard to section 302A.203, the board shall
22.9 	consist of no less than five directors;
22.10 	(6) with regard to section 302A.215, subdivisions 2 and 3
22.11 	of that section only apply if the corporation's certificate of
22.12 	incorporation provides cumulative voting;
22.13 	(7) with regard to section 302A.433, subdivision 1 of that
22.14 	section, special meetings of the shareholders may be called for
22.15 	any purpose or purposes at any time by a person or persons
22.16 	authorized in the articles or bylaws to call special meetings,
22.17 	and with regard to subdivision 3 of that section, special
22.18 	meetings must be held on the date and at the time and place
22.19 	fixed by a person or persons authorized by the articles or
22.20 	bylaws to call a meeting; and 
22.21 	(8) with regard to section 302A.435, if the company
22.22 	complies substantially and in good faith with the notice
22.23 	requirements of section 302A.435, the company's failure to give
22.24 	any member or members the required notice does not impair the
22.25 	validity of any action taken at the members' meeting.

22.26 	Sec. 13. Minnesota Statutes 2004, section 66A.03, is
22.27 	amended to read:
22.28 	66A.03 INCORPORATION.
22.29 	Domestic mutual insurance companies are must be 
22.30 	incorporated under in accordance with the provisions of chapter
22.31 	300 section 60A.07, subdivision 1. Except as otherwise provided
22.32 	in this chapter, the certificate or articles of incorporation
22.33 	shall comply with section 300.025, other than:
22.34 	(1) the requirement that a majority of board members must
22.35 	always be residents of this state; and 
22.36 	(2) the requirements of section 300.025, paragraph (a),
23.1 	clause (7).

23.2 	Sec. 14. Minnesota Statutes 2004, section 66A.06, is
23.3 	amended to read:
23.4 	66A.06 RENEWAL OF CORPORATE EXISTENCE.
23.5 	The procedure for renewal of corporate existence for mutual
23.6 	companies having a limited period of existence is governed by
23.7 	section 60A.07, subdivision 8, clause (2).Any domestic mutual
23.8 	insurance company, heretofore or hereafter organized and
23.9 	existing under the laws of this state, whose period of duration
23.10 	has expired or is about to expire, may, on or before the date of
23.11 	the expiration, or within six months after the date of
23.12 	expiration, renew its corporate existence from the date of the
23.13 	expiration for any period permitted by the laws of this state,
23.14 	by the adoption of a resolution to that effect by the
23.15 	affirmative vote of three-fourths of the members present, in
23.16 	person or by proxy, at a regular meeting of the members, or at
23.17 	any special meeting called for that expressly stated purpose,
23.18 	and by causing the resolution to be embraced in a certificate
23.19 	duly executed by its president and secretary or other presiding
23.20 	and recording officers, under its corporate seal, and approved,
23.21 	filed, recorded, and published in the manner prescribed by law
23.22 	for the execution, approval, filing, recording, and publishing
23.23 	of an original certificate of incorporation or articles of
23.24 	association.

23.25 	Sec. 15. Minnesota Statutes 2004, section 66A.07, is
23.26 	amended to read:
23.27 	66A.07 MEMBERSHIP; MEETINGS; NOTICES; VOTING.
23.28 		Subdivision 1.Property/casualty companies. Every
23.29 	policyholder in a mutual insurance company, other than a life
23.30 	insurance company,shall be a member thereof while the policy is
23.31 	in force, entitled to one vote for each policy held, and
23.32 	notified of the time and place of holding its meetings either
23.33 	personally or by imprint upon the front or back of every policy,
23.34 	or in the premium notice, receipt or certificate of renewal,
23.35 	substantially as follows:
23.36 	"NOTICE OF ANNUAL MEETING
24.1 	The policyholder named herein is hereby notified:  while
24.2 	this policy is in force you are by virtue thereof a member of
24.3 	the (name of company) and that the annual meeting of said
24.4 	company is held at its home office at (address) on the ..... day
24.5 	of ..... each year at .....  o'clock ...... m."
24.6 	Notice given in this manner is deemed to comply with the
24.7 	requirements of section 302A.435.
24.8 		Subd. 2.Life insurance companies. (a) Unless otherwise
24.9 	approved by the commissioner of commerce, a domestic mutual life
24.10 	insurance company member is any person who is listed on the
24.11 	records of the company as the owner of an in-force policy, and
24.12 	each member is entitled to one vote regardless of the number of
24.13 	policies owned by the member or the amounts of coverage provided
24.14 	to the member.  "Policy" means a policy or contract of
24.15 	insurance, including an annuity contract issued by the company.
24.16 	Except as otherwise provided in the company's certificate or
24.17 	bylaws, a person insured under a group policy is not a member by
24.18 	virtue of such coverage, unless (1) the person is insured or
24.19 	covered under a group life policy or group annuity contract
24.20 	under which funds are accumulated and allocated to the
24.21 	respective covered persons; (2) the person has the right to
24.22 	direct the application of the funds so allocated; (3) the group
24.23 	policyholder makes no contribution to the premiums or deposits
24.24 	for the policy or contract; and (4) the company has the names
24.25 	and addresses of the persons covered under the group life policy
24.26 	or group annuity contract.
24.27 	(b) Every member must be notified of its annual meetings by
24.28 	a written notice mailed to the member's address, or by an
24.29 	imprint on the front or back of the policy, premium notice,
24.30 	receipt, or certificate of renewal, substantially as follows:
24.31 	"The policyowner is hereby notified that by virtue of his
24.32 	or her ownership of this policy, the policyowner is a member of
24.33 	the .......... Insurance Company, and that the annual meetings
24.34 	of said company are held at its home office on the .... day of
24.35 	.... in each year, at .... o'clock." 
24.36 	For mutual insurance holding companies, the notice of the
25.1 	annual meeting may be modified to reflect that the policyowner,
25.2 	by virtue of his or her ownership of a policy issued by a
25.3 	subsidiary insurance company reorganized under section 60A.077,
25.4 	is a member of the mutual insurance holding company.  Notice
25.5 	given in this manner is deemed to comply with the requirements
25.6 	of section 302A.435.
25.7 		Subd. 3.Proxies. (a) Except as otherwise provided in
25.8 	paragraphs (b) and (c), proxies for voting at meetings of
25.9 	members of domestic mutual insurance companies are governed by
25.10 	the provisions of section 302A.449, subdivisions 1 to 6 and 8.
25.11 	(b) A member may vote by proxy at any regular or special
25.12 	meeting of the members by filing a written proxy appointment
25.13 	with the secretary of the company at its home office at least
25.14 	five days before the first meeting at which it is to be used,
25.15 	unless a different time period is specified in the company's
25.16 	bylaws.
25.17 	(c) A member may cast or authorize the casting of a vote by
25.18 	telephonic transmission or authenticated electronic
25.19 	communication, in accordance with section 302A.449, if permitted
25.20 	by the bylaws of the company.
25.21 		Subd. 4.Membership interest. A domestic mutual
25.22 	insurance company must keep a list of members as part of its
25.23 	books and records.  Membership interest in a domestic mutual
25.24 	insurance company must be uncertificated.  A membership interest
25.25 	in a domestic mutual insurance company does not constitute a
25.26 	security as defined in section 80A.14, subdivision 18.  No
25.27 	member of a mutual insurance company may transfer or pledge
25.28 	membership in the mutual insurance company or any right arising
25.29 	from the membership except as attendant to the valid transfer or
25.30 	assignment of the member's policy issued by the mutual insurance
25.31 	company.  A member of a mutual insurance company is not, as a
25.32 	member, personally liable for the acts, debts, liabilities, or
25.33 	obligations of the company.  No assessments of any kind may be
25.34 	imposed upon the members of a mutual insurance company by the
25.35 	directors or members, or because of any liability of any company
25.36 	owned or controlled by the mutual insurance company or because
26.1 	of any act, debt, or liability of the mutual insurance company,
26.2 	except as may otherwise be provided in the company's articles or
26.3 	bylaws.  A member's interest in the mutual insurance company
26.4 	shall automatically terminate upon cancellation, nonrenewal,
26.5 	expiration, or termination of the member's policy with the
26.6 	insurance company that gave rise to the member's membership
26.7 	interest.

26.8 	Sec. 16. Minnesota Statutes 2004, section 66A.08,
26.9 	subdivision 1, is amended to read:
26.10 		Subdivision 1.Casualty lines.  No mutual insurance
26.11 	company hereafter organized shall be licensed to transact any of
26.12 	the kinds of business specified in section 60A.06, subdivision
26.13 	1, clause (3), (5), (6), (8), (9), (10), (12), (13), (14), or
26.14 	(15), except upon compliance with the following conditions:
26.15 	(1) It shall have not less than 300 bona fide applications
26.16 	for policies of insurance of each kind sought to be written,
26.17 	signed by at least 300 members, covering at least 300 separate
26.18 	risks, each risk, within the maximum net single risk described
26.19 	in clause (2) and one year's premiums thereon paid in cash, and
26.20 	admitted assets of not less than $100,000, which admitted assets
26.21 	shall not be less than five times the maximum net single risk,
26.22 	and shall have on deposit with the commissioner in accordance
26.23 	with section 60A.10, subdivision 4, as security for all of its
26.24 	policyholders, stock or bonds of this state or of the United
26.25 	States or bonds of any of the municipalities of this state, or
26.26 	personal obligations secured by first mortgage on real estate
26.27 	within this state worth, exclusive of buildings, the amount of
26.28 	the lien, and bearing interest of not less than three percent
26.29 	per annum, to an amount the actual market value of which,
26.30 	exclusive of interest, shall never be less than $100,000.
26.31 	No such company shall be authorized to insure against loss
26.32 	or damage by the bodily injury or death by accident of any
26.33 	person employed by the insured, for which the insured is liable
26.34 	under the workers' compensation law, unless and until the
26.35 	company complies with the provisions of subdivision 4;
26.36 	(2) It shall not expose itself to any loss on any one risk
27.1 	or hazard, except as provided in this clause, in an amount
27.2 	exceeding ten percent of its net assets, actual and contingent.
27.3 	For the purposes of this section contingent assets mean the
27.4 	aggregate amount of the contingent liability of its members for
27.5 	the payment of loss and expenses not provided for by its cash
27.6 	funds.  Contingent liability, for the purposes of this section,
27.7 	means an amount not to exceed one annual premium as stated in
27.8 	the policy.  No portion of any risk or hazard which has been
27.9 	reinsured, as authorized by the laws of this state, shall be
27.10 	included in determining the limitation of risk prescribed by
27.11 	this section.  For the purpose of transacting employers'
27.12 	liability and workers' compensation insurance, each employee
27.13 	shall be considered a separate risk for determining the maximum
27.14 	single risk;
27.15 	(3) It shall maintain unearned premiums and other reserves,
27.16 	separately for each kind of business, upon the same basis as
27.17 	that required of domestic stock insurance companies transacting
27.18 	the same kind of business;
27.19 	(4) Except as expressly provided in this chapter, it shall
27.20 	comply with all the provisions of the laws of this state
27.21 	relating to the organization and internal management of mutual
27.22 	fire insurance companies in so far as the same may be applicable
27.23 	and not inconsistent with chapter 66A.

27.24 	Sec. 17. [66A.215] SPECIAL PROVISIONS RELATING TO HAIL,
27.25 	TORNADO, AND CYCLONE COMPANIES.
27.26 	Sections 66A.22 to 66A.31 apply only to hail, tornado, and
27.27 	cyclone companies.

27.28 	Sec. 18. REVISOR'S INSTRUCTION.
 27.29 	The revisor of statutes shall renumber the provisions of
27.30 	Minnesota Statutes listed in column A to the references in
27.31 	column B.  The revisor shall also make the necessary
27.32 	cross-reference changes in Minnesota Statutes and Minnesota
27.33 	Rules consistent with the renumbering.  The revisor shall also
27.34 	change the reference to section 61A.03(6) in Minnesota Statutes,
27.35 	section 61A.26, subdivision 5, to section 61A.03, subdivision 1,
27.36 	paragraph (f).
28.1 	Column A Column B
28.2 	60A.07, subd. 10, clause (1) 66A.32
28.3 	60A.07, subd. 10, clause (2) 66A.33
28.4 	60A.07566A.41
28.5 	60A.07766A.40
28.6 	61A.2666A.34
28.7 	61A.32166A.35
28.8 	61A.3366A.36
28.9 	61A.3466A.37
28.10 	61A.3566A.38
28.11 	61A.3666A.39
28.12 	61A.3766A.42
28.13 	61A.3866A.43
28.14 	66A.2066A.311
28.15 	66A.2266A.221 

28.16 	Sec. 19. REPEALER.
 28.17 	Minnesota Statutes 2004, sections 60A.07, subdivision 8;
28.18 	61A.32; 66A.04; 66A.05; and 66A.075, are repealed.

28.19 	ARTICLE 3
28.20 	CONFORMING CHANGES

28.21 	Section 1. Minnesota Statutes 2004, section 48.033, is
28.22 	amended to read:
28.23 	48.033 STATE BANKS, LIABILITY OF STOCKHOLDERS 
28.24 	SHAREHOLDERS.
28.25 	Notwithstanding sections 48.03,and 49.24, and 300.27,any
28.26 	stockholder shareholder of a state bank whose deposits are not
28.27 	insured by the Federal Deposit Insurance Corporation, shall be
28.28 	personally liable for the debts of said bank to the extent of
28.29 	the par value of the stock shares held by such stockholder the
28.30 	shareholder.

28.31 	Sec. 2. Minnesota Statutes 2004, section 48A.01,
28.32 	subdivision 1, is amended to read:
28.33 		Subdivision 1.Articles of incorporation.  (a) Subject to
28.34 	the other provisions of this chapter, three or more persons may
28.35 	organize and charter a state trust company for purposes of
28.36 	transacting business as a trust company in conformity with the
29.1 	applicable laws.
29.2 	(b) A state trust company may be organized under section
29.3 	300.025 47.12.  If the trust company does not exercise banking
29.4 	powers, it may exercise the powers of a Minnesota business
29.5 	corporation reasonably necessary or helpful to enable exercise
29.6 	of its specific powers under this chapter.
29.7 	(c) A state trust company may be organized as a limited
29.8 	liability company if it does not exercise banking powers.
29.9 	(d) The articles of incorporation or articles of
29.10 	organization of the company must be signed and acknowledged by
29.11 	each organizer and must contain:
29.12 	(1) the name of the state trust company;
29.13 	(2) the period of its duration, which may be perpetual;
29.14 	(3) the powers of the state trust company, which may be
29.15 	stated as:
29.16 	(i) all powers granted to a state trust company in this
29.17 	state; or
29.18 	(ii) a list of the specific powers that the state trust
29.19 	company chooses and is authorized to exercise;
29.20 	(4) the aggregate number of shares or membership interests
29.21 	that the state trust company will be authorized to issue, the
29.22 	number of classes of shares or membership interests, which may
29.23 	be one or more, the number of shares or membership interests of
29.24 	each class if more than one class, and a statement of the par
29.25 	value of the shares of each class or that the shares or
29.26 	membership interests are to be without par value;
29.27 	(5) if the shares or membership interests are to be divided
29.28 	into classes, the designation of each class and statement of the
29.29 	preferences, limitations, and relative rights of the shares or
29.30 	membership interests of each class, which in the case of a
29.31 	limited trust association may be more fully set forth in the
29.32 	statement of membership interest;
29.33 	(6) a provision limiting or denying to participants the
29.34 	preemptive right to acquire additional or treasury membership
29.35 	interests or shares of the state trust company;
29.36 	(7) a provision granting the right of members or
30.1 	shareholders to cumulative voting in the election of directors
30.2 	or managers;
30.3 	(8) the aggregate amount of consideration to be received
30.4 	for all shares or membership interests initially issued by the
30.5 	state trust company, and a statement that all authorized
30.6 	contributions or shares have been subscribed and that all
30.7 	subscriptions received provide for the consideration to be fully
30.8 	paid in cash before the charter is issued;
30.9 	(9) a provision consistent with law that the organizers
30.10 	elect to set forth in the articles of incorporation or articles
30.11 	of organization for the regulation of the internal affairs of
30.12 	the state trust company or that is otherwise required by this
30.13 	chapter to be set forth in the articles;
30.14 	(10) the street address of the state trust company's
30.15 	principal office; and
30.16 	(11) the number of directors or governors constituting the
30.17 	initial board, which must not be fewer than five or more than
30.18 	25, and a statement that management is vested in a board.

30.19 	Sec. 3. Minnesota Statutes 2004, section 48A.04,
30.20 	subdivision 1, is amended to read:
30.21 		Subdivision 1.Authority.  Upon complying with the terms
30.22 	of this section, a trust company organized under section 300.025 
30.23 	47.12 has all the powers and privileges of a state bank not
30.24 	otherwise granted to trust companies and is subject to and must
30.25 	comply with all the laws of this state applicable to state banks.

30.26 	Sec. 4. Minnesota Statutes 2004, section 48A.04,
30.27 	subdivision 3, is amended to read:
30.28 		Subd. 3.Certificates to be amended.  In order to
30.29 	exercise the powers granted under this subdivision, the trust
30.30 	company shall amend its certificate of incorporation to include
30.31 	the additional powers of a state banking corporation.  This
30.32 	amendment may include the change of the corporate name of the
30.33 	trust company.  The trust company shall display in its place of
30.34 	business the certificate of the authorization issued by the
30.35 	commissioner of commerce.
30.36 	Amendments to the certificate of incorporation must be made
31.1 	under section 300.45 47.171.  Before becoming effective, these
31.2 	amendments must be approved by the department and the approval
31.3 	must be endorsed upon the certificate of amendment.

31.4 	Sec. 5. Minnesota Statutes 2004, section 50.001, is
31.5 	amended to read:
31.6 	50.001 APPLICATION FOR CERTIFICATE OF AUTHORITY;
31.7 	PROCEDURE.
31.8 	The procedures for the application and issuance of a
31.9 	certificate of authority to a savings bank organized pursuant to
31.10 	section 300.025 47.12 shall be those applicable to a state bank
31.11 	in sections 46.041 to 46.045.

31.12 	Sec. 6. Minnesota Statutes 2004, section 50.085,
31.13 	subdivision 1, is amended to read:
31.14 		Subdivision 1.Generally.  Every savings bank
31.15 	incorporated pursuant to or operating under this chapter shall
31.16 	be a body corporate; shall have all the powers enumerated,
31.17 	authorized, and permitted by this chapter and other applicable
31.18 	law; shall have other rights, privileges, and powers as may be
31.19 	incidental to or reasonably necessary or appropriate for the
31.20 	accomplishment of the objects and purposes of the savings bank;
31.21 	and shall have those powers possessed by corporations organized
31.22 	under chapter 300 302A.

31.23 	Sec. 7. Minnesota Statutes 2004, section 51A.03,
31.24 	subdivision 2b, is amended to read:
31.25 		Subd. 2b.Regulation of capital stock associations.  The
31.26 	incorporation, formation, and corporate governance of capital
31.27 	stock associations are governed by chapter 300 302A, except to
31.28 	the extent the provisions of this chapter conflict with the
31.29 	provisions of chapter 300 302A, in which case the provisions of
31.30 	this chapter govern.

31.31 	Sec. 8. Minnesota Statutes 2004, section 51A.131, is
31.32 	amended to read:
31.33 	51A.131 DIRECTORS OF CAPITAL STOCK ASSOCIATIONS.
31.34 	The duties and qualifications required of directors of
31.35 	capital stock associations are governed by chapter 300 302A.

31.36 	Sec. 9. Minnesota Statutes 2004, section 51A.17, is
32.1 	amended to read:
32.2 	51A.17 INDEMNIFICATION OF OFFICERS, DIRECTORS AND
32.3 	EMPLOYEES.
32.4 	The indemnification of officers, directors, and employees
32.5 	of associations is governed by section 300.083 302A.521.

32.6 	Sec. 10. Minnesota Statutes 2004, section 51A.21,
32.7 	subdivision 1, is amended to read:
32.8 		Subdivision 1.Generally.  Every association incorporated
32.9 	pursuant to or operating under the provisions of sections 51A.01
32.10 	to 51A.57 shall have all the powers enumerated, authorized, and
32.11 	permitted by sections 51A.01 to 51A.57 and such other rights,
32.12 	privileges, and powers as may be incidental to or reasonably
32.13 	necessary or appropriate for the accomplishment of the objects
32.14 	and purposes of the association, and in addition shall have
32.15 	those powers possessed by corporations organized under
32.16 	chapter 300 302A.  Among others, and except as otherwise limited
32.17 	by the provisions of sections 51A.01 to 51A.57, every
32.18 	association shall have the powers set forth in this section.

32.19 	Sec. 11. Minnesota Statutes 2004, section 61A.35, is
32.20 	amended to read:
32.21 	61A.35 VOTING RIGHTS.
32.22 	Unless otherwise provided in the certificate of
32.23 	incorporation or an amendment thereto adopted as provided by
32.24 	section 300.45 60A.07, subdivision 1d,or 61A.36, each
32.25 	stockholder of a stock and mutual life insurance company shall,
32.26 	at all meetings, be entitled to one vote for each share of stock
32.27 	held and, except as otherwise provided by law, each holder of a
32.28 	policy entitled to participate in profits or savings shall be a
32.29 	member and, as such, shall be entitled to the number of votes to
32.30 	which that person would be entitled in a mutual company.

32.31 	Sec. 12. Minnesota Statutes 2004, section 61A.36, is
32.32 	amended to read:
32.33 	61A.36 CONVERSION OF EXISTING COMPANIES; AMENDMENT OF
32.34 	CERTIFICATES OF INCORPORATION.
32.35 	Any existing stock or mutual insurance company authorized
32.36 	to do the kinds of business referred to in section 61A.33 may
33.1 	amend its certificate of incorporation so as to become a stock
33.2 	and mutual company; provided, that no such amendment shall
33.3 	deprive any stockholder or member or policyholder of the right,
33.4 	at any and all meetings of stockholders and members or
33.5 	policyholders held thereafter, to cast as many votes for
33.6 	directors as are provided by the certificate of incorporation in
33.7 	force at the time of the adoption of such amendment, or by the
33.8 	law in force at such time.  No such amendment shall be construed
33.9 	to change the identity of the corporation and it shall
33.10 	thereafter continue to be governed by the laws applicable
33.11 	thereto at the time of such amendment and as amended hereafter
33.12 	and not inconsistent with sections 61A.33 to 61A.36, as well as
33.13 	those relating to the added characteristic of capital stock or
33.14 	mutuality which it shall have acquired by such amendment.
33.15 	The certificate of incorporation of a stock and mutual life
33.16 	insurance company may be amended in any respect therein provided
33.17 	by section 300.45 60A.07, subdivision 1d, in the manner therein
33.18 	provided.  The certificate of incorporation of a stock and
33.19 	mutual life insurance company may also be amended in respect to
33.20 	any matter which an original certificate of incorporation of a
33.21 	stock and mutual life insurance company might lawfully have
33.22 	contained, or so as to vest in its board of directors authority
33.23 	to make and alter bylaws subject to the power of the
33.24 	stockholders and members to change or repeal such bylaws, by the
33.25 	affirmative vote, at a regular meeting of stockholders and
33.26 	members or at a special meeting of stockholders and members
33.27 	called for that expressly stated purpose by the board of
33.28 	directors which shall first have proposed the amendment and
33.29 	declared it to be advisable, of (1) a majority of the total
33.30 	number of votes to which all stockholders are entitled, and (2)
33.31 	at least one-fifth of the total number of votes to which all
33.32 	participating policyholder members are entitled, provided the
33.33 	proposed amendment does not receive the negative vote of more
33.34 	than five percent of the total number of votes to which all
33.35 	participating policyholder members are entitled.  The
33.36 	certificate of incorporation of a stock and mutual life
34.1 	insurance company may also be amended so as to increase or
34.2 	decrease its capital stock, or so as to change the number and
34.3 	par value of the shares of its capital stock, or so as to limit
34.4 	or deny to stockholders the preemptive right to subscribe to any
34.5 	or all shares of stock which may be authorized to be thereafter
34.6 	issued, by a majority vote of all its shares but without the
34.7 	vote of its members, at a regular meeting or at a special
34.8 	meeting of stockholders called for that expressly stated purpose
34.9 	by the board of directors which shall first have proposed the
34.10 	amendment and declared it to be advisable and not adverse to or
34.11 	in conflict with the rights and interests of the members,
34.12 	provided that if the proposed amendment is to increase or
34.13 	decrease the capital stock or to change the number of the shares
34.14 	of the capital stock, the resolution specifying the proposed
34.15 	amendment and the certificate of amendment shall expressly
34.16 	provide (1) that the stockholders holding all its shares shall,
34.17 	at all meetings, be entitled to the same number of total votes
34.18 	after the amendment is adopted as they were entitled to before
34.19 	the amendment, and (2) that each stockholder shall, at all
34.20 	meetings, be entitled to a fraction of one vote for each share
34.21 	of stock held, the numerator of which fraction shall be the
34.22 	number of shares outstanding before the first such amendment is
34.23 	adopted and the denominator of which fraction shall be the
34.24 	number of shares outstanding.  The resolution specifying the
34.25 	amendment shall be embraced in a certificate duly executed by
34.26 	its president and secretary, or other presiding and recording
34.27 	officers, under its corporate seal, and approved, filed,
34.28 	recorded, and published in the manner prescribed for the
34.29 	execution, approval, filing, recording, and publishing of an
34.30 	original certificate of incorporation.

34.31 	Sec. 13. Minnesota Statutes 2004, section 61B.31, is
34.32 	amended to read:
34.33 	61B.31 INDEMNIFICATION.
34.34 	The association has authority to indemnify certain persons
34.35 	against certain expenses and liabilities as provided in section
34.36 	300.083 302A.521, including the power to purchase and maintain
35.1 	insurance on behalf of these persons as provided by
35.2 	section 300.083 302A.521, subdivision 7.  In applying
35.3 	section 300.083 302A.521 for this purpose, the term "member
35.4 	insurers" shall be substituted for the terms "shareholders" and
35.5 	"stockholders" and the term "association" shall be substituted
35.6 	for the term "corporation."

35.7 	Sec. 14. Minnesota Statutes 2004, section 67A.06, is
35.8 	amended to read:
35.9 	67A.06 POWERS OF CORPORATION.
35.10 	Every corporation formed under the provisions of sections
35.11 	67A.01 to 67A.26, shall have power:
35.12 	(1) to have succession by its corporate name for the time
35.13 	stated in its certificate of incorporation;
35.14 	(2) to sue and be sued in any court;
35.15 	(3) to have and use a common seal and alter the same at
35.16 	pleasure;
35.17 	(4) to acquire, by purchase or otherwise, and to hold,
35.18 	enjoy, improve, lease, encumber, and convey all real and
35.19 	personal property necessary for the purpose of its organization,
35.20 	subject to such limitations as may be imposed by law or by its
35.21 	articles of incorporation;
35.22 	(5) to elect or appoint in such manner as it may determine
35.23 	all necessary or proper officers, agents, boards, and
35.24 	committees, fix their compensation, and define their powers and
35.25 	duties;
35.26 	(6) to make and amend consistently with law bylaws
35.27 	providing for the management of its property and the regulation
35.28 	and government of its affairs;
35.29 	(7) to wind up and liquidate its business in the manner
35.30 	provided by chapter 60B; and
35.31 	(8) to indemnify certain persons against expenses and
35.32 	liabilities as provided in section 300.083 302A.521.  In
35.33 	applying section 300.083 302A.521 for this purpose, the term
35.34 	"members" shall be substituted for the terms "shareholders" and
35.35 	"stockholders."

35.36 	Sec. 15. Minnesota Statutes 2004, section 67A.40,
36.1 	subdivision 3, is amended to read:
36.2 		Subd. 3.Corporate powers.  In addition to the powers
36.3 	conferred by sections 67A.40 to 67A.44, every such association
36.4 	shall have the power to reinsure any part or all of any risk or
36.5 	risks assumed by it, and every such association shall have the
36.6 	corporate powers which are granted to corporations under the
36.7 	general corporation laws of this state.  Any such association
36.8 	having a surplus of at least $300,000 may, at any regular
36.9 	meeting or at a special meeting called for that purpose,
36.10 	transform itself into a mutual insurance company by amending its
36.11 	articles of incorporation to provide for the doing of one or
36.12 	more of the kinds of business specified in section 60A.06,
36.13 	subdivision 1, clauses (1) to (14).  Such transformed company
36.14 	shall be subject to the general corporation laws contained in
36.15 	chapter 300 302A, and subject to the conditions and restrictions
36.16 	as to the kinds of insurance which may be combined by a like
36.17 	stock insurance company and to all restrictions contained in the
36.18 	laws of this state with reference to general mutual insurance
36.19 	companies transacting the same kinds of business.  The bylaws
36.20 	may also provide for voting rights to be based on one vote for
36.21 	each policyholder, plus one vote for each $100 of premium paid
36.22 	within 12 months prior to the meeting at which the votes are
36.23 	cast.

36.24 	Sec. 16. Minnesota Statutes 2004, section 117.232,
36.25 	subdivision 1, is amended to read:
36.26 		Subd. 3.Application to certain provisions.  Laws 1967,
37.10 	chapter 214 shall not apply to or affect the rights and
37.11 	privileges referred to in sections 161.45,and 222.37, and
37.12 	300.03.

37.13 	Sec. 18. Minnesota Statutes 2004, section 181.970,
37.14 	subdivision 2, is amended to read:
 37.15 		Subd. 2.Exception. Subdivision 1 does not apply to:
37.16 	(1) employees of the state or a municipality governed by
37.17 	section 3.736 or 466.07;
37.18 	(2) employees who are subject to a contract or other
37.19 	agreement governing indemnification rights;
37.20 	(3) employees and employers who are governed by
37.21 	indemnification provisions under section 300.083,302A.521,
37.22 	317A.521, or 322B.699, or similar laws of this state or another
37.23 	state specifically governing indemnification of employees of
37.24 	business or nonprofit corporations, limited liability companies,
37.25 	or other legal entities; or
37.26 	(4) indemnification rights for a particular liability
37.27 	specifically governed by other law.

37.28 	Sec. 19. Minnesota Statutes 2004, section 237.81, is
37.29 	amended to read:
37.30 	237.81 SCOPE.
37.31 	To the extent they regulate telecommunications right-of-way
37.32 	users, sections 237.04; 237.16, subdivision 1; 237.162; 237.163;
37.33 	and 237.74, subdivision 5, supersede sections section 222.37,
37.34 	300.03, and 300.04,and any ordinance, regulation, or rule to
37.35 	the contrary.

37.36 	Sec. 20. Minnesota Statutes 2004, section 301.75, is
38.1 	amended to read:
38.2 	301.75 ADDITIONAL POWERS.
38.3 	In addition to the powers enumerated in section 300.08,
38.4 	subdivision 1,Subdivision 1.[GENERAL POWERS.] (a) A
38.5 	corporation formed under the provisions of this chapter may:
38.6 	(1) be known by its corporate name for the time stated in
38.7 	its certificate of incorporation;
38.8 	(2) sue and be sued in any court;
38.9 	(3) have, use, and alter a common seal;
38.10 	(4) acquire, by purchase or otherwise, and hold, enjoy,
38.11 	improve, lease, encumber, and convey all real and personal
38.12 	property necessary for the purposes of its organization, subject
38.13 	to the limitations hereafter declared;
38.14 	(5) elect or appoint in any manner it determines all
38.15 	necessary or proper officers, agents, boards, and committees, to
38.16 	fix their compensation, and to define their powers and duties;
38.17 	(6) make and amend consistently with law bylaws providing
38.18 	for the management of its property and the regulation and
38.19 	government of its affairs; and 
38.20 	(7) wind up and liquidate its business in the manner
38.21 	provided by law.
38.22 	(b) A corporation formed under this chapter shall indemnify
38.23 	those persons identified in section 302A.521 against certain
38.24 	expenses and liabilities only as provided in section 302A.521
38.25 	and may indemnify other persons.
38.26 		Subd. 2.Additional powers. In addition to the powers in
38.27 	subdivision 1,the corporation may:
38.28 	(a) Borrow money and otherwise incur indebtedness for any
38.29 	of the purposes of the corporation; to issue its bonds,
38.30 	debentures, notes or other evidences of indebtedness, whether
38.31 	secured or unsecured, therefore and to secure the same by
38.32 	mortgage, pledge, deed or trust or other lien on its property,
38.33 	franchises, rights and privileges of every kind and nature or
38.34 	any part thereof.
38.35 	(b) Lend money to, and to guarantee, endorse, or act as
38.36 	surety on the bonds, notes, contracts or other obligations of,
39.1 	or otherwise assist financially, any person, firm, corporation
39.2 	or association, and to establish and regulate the terms and
39.3 	conditions with respect to any such loans or financial
39.4 	assistance and the charges for interest and service connected
39.5 	therewith.
39.6 	(c) Purchase, receive, hold, lease, or otherwise acquire,
39.7 	and to sell, convey, mortgage, lease, pledge, or otherwise
39.8 	dispose of, upon such terms and conditions as the board of
39.9 	directors may deem advisable, real and personal property,
39.10 	together with such rights and privileges as may be incidental
39.11 	and appurtenant thereto and the use thereof, including, but not
39.12 	restricted to, any real or personal property acquired by the
39.13 	corporation from time to time in the satisfaction of debts or
39.14 	enforcement of obligations.
39.15 	(d) Acquire, by purchase or otherwise, the good will,
39.16 	business, rights, real and personal property and other assets,
39.17 	or any part thereof, of such persons, firms, corporations, joint
39.18 	stock companies, associations or trusts as may be in furtherance
39.19 	of the corporate purposes provided herein, and to assume,
39.20 	undertake, guarantee or pay the obligations, debts and
39.21 	liabilities of any such person, firm, corporation, joint stock
39.22 	company, association or trust; to acquire improved or unimproved
39.23 	real estate for the purpose of constructing industrial plants or
39.24 	other business establishments thereon or for the purpose of
39.25 	disposing of such real estate to others for the construction of
39.26 	industrial plants or other business establishments, and, in
39.27 	furtherance of the corporate purposes provided herein, to
39.28 	acquire, construct or reconstruct, alter, repair, maintain,
39.29 	operate, sell, lease, or otherwise dispose of industrial plants
39.30 	or business establishments.
39.31 	(e) Acquire, subscribe for, own, hold, sell, assign,
39.32 	transfer, mortgage, pledge or otherwise dispose of the stock,
39.33 	shares, bonds, debentures, notes or other securities and
39.34 	evidences of interest in, or indebtedness of, any person, firm,
39.35 	corporation, joint stock company, association or trust, and,
39.36 	while the owner or holder thereof, to exercise all the rights,
40.1 	powers and privileges of ownership, including the right to vote
40.2 	thereon.
40.3 	(f) Cooperate with and avail itself of the facilities of
40.4 	the commissioner of employment and economic development and any
40.5 	similar governmental agencies; and to cooperate with and assist,
40.6 	and otherwise encourage, local organizations in the various
40.7 	communities of the state the purpose of which shall be the
40.8 	promotion, assistance, and development of the business
40.9 	prosperity and economic welfare of such communities and of this
40.10 	state.

40.11 	Sec. 21. Minnesota Statutes 2004, section 303.02,
40.12 	subdivision 2, is amended to read:
40.13 		Subd. 2.Corporation. In addition to the meaning set
40.14 	forth in section 300.02, subdivision 2,"Corporation" means a
40.15 	corporation formed for profit and includes a cooperative.

40.16 	Sec. 22. Minnesota Statutes 2004, section 317A.021,
40.17 	subdivision 9, is amended to read:
40.18 		Subd. 9.Applicability of other laws. (a) Except as
40.19 	provided in paragraphs (b) and (c),Chapters 300,316, 317, and
40.20 	556 do not apply to corporations.
40.21 	(b) Sections 300.60, 300.61, and 300.63 apply to
40.22 	corporations.
40.23 	(c) This subdivision does not affect the applicability of
40.24 	chapter 300 to a corporation that elected to reject Laws 1951,
40.25 	chapter 500, sections 1 to 25.

40.26 	Sec. 23. Minnesota Statutes 2004, section 322B.02, is
40.27 	amended to read:
40.28 	322B.02 LAWS NOT TO APPLY.
40.29 	Sections 222.19, 222.23, 300.01, 300.02, 300.06 to 300.09,
40.30 	300.12 to 300.68,and chapters 301, 316, and 556 do not apply to
40.31 	a limited liability company organized under this chapter.

40.32 	Sec. 24. Minnesota Statutes 2004, section 398A.04,
40.33 	subdivision 6, is amended to read:
40.34 		Subd. 6.Insurance and indemnity.  (a) The authority
40.35 	shall be subject to tort liability to the extent provided in
40.36 	chapter 466 and may procure insurance against the liability, and
41.1 	may indemnify and purchase and maintain insurance on behalf of
41.2 	any of its commissioners, officers, employees, or agents, in
41.3 	connection with any threatened, pending, or completed action,
41.4 	suit, or proceeding, as provided in chapter 466, and to the same
41.5 	extent and in the same manner and with the same force and effect
41.6 	as provided in the case of a private corporation by section
41.7 	300.083 302A.521.  It may also procure insurance against loss of
41.8 	or damage to property in the amounts, by reason of the risks,
41.9 	and from the insurers as it deems prudent.
41.10 	(b) A railroad leasing its tracks and right-of-way to a
41.11 	railroad authority that is created under this chapter and
41.12 	affiliated with a railroad museum is subject to tort liability
41.13 	only to the extent provided for municipalities in chapter 466 as
41.14 	to any claims arising out of fare-paying passenger operations
41.15 	carried on by the railroad authority primarily for the purpose
41.16 	of promoting tourism on tracks and right-of-way leased from the
41.17 	railroad.

41.18 	Sec. 25. Minnesota Statutes 2004, section 453.55,
41.19 	subdivision 11, is amended to read:
41.20 		Subd. 11.Liability; indemnification.  Neither the
41.21 	officials, the directors, nor the members of a municipal power
41.22 	agency nor any person executing bonds or notes shall be liable
41.23 	personally on the bonds or notes or be subject to any personal
41.24 	liability or accountability by reason of the issuance thereof.
41.25 	A municipal power agency shall have power to indemnify and to
41.26 	purchase and maintain insurance on behalf of any director,
41.27 	officer, employee, or agent of the municipal power agency, in
41.28 	connection with any threatened, pending, or completed action,
41.29 	suit, or proceeding, to the same extent and in the same manner
41.30 	and with the same force and effect as provided in the case of a
41.31 	private corporation under the provisions of section
41.32 	300.083 302A.521.

41.33 	Sec. 26. Minnesota Statutes 2004, section 453A.05,
41.34 	subdivision 11, is amended to read:
41.35 		Subd. 11.Liability, indemnification.  Neither the
41.36 	officials, the directors, nor the members of a municipal gas
42.1 	agency nor any person executing bonds or notes shall be liable
42.2 	personally on the bonds or notes or be subject to any personal
42.3 	liability or accountability by reason of the issuance thereof.
42.4 	A municipal gas agency shall have power to indemnify and to
42.5 	purchase and maintain insurance on behalf of any director,
42.6 	officer, employee, or agent of the municipal gas agency, in
42.7 	connection with any threatened, pending, or completed action,
42.8 	suit, or proceeding, to the same extent and in the same manner
42.9 	and with the same force and effect as provided in the case of a
42.10 	private corporation under the provisions of section
42.11 	300.083 302A.521.

42.12 	ARTICLE 4
42.13 	MISCELLANEOUS

42.14 	Section 1. REPEALER.
 42.15 	(a) Minnesota Statutes 2004, sections 300.01; 300.02;
42.16 	300.025; 300.05; 300.06; 300.08; 300.081; 300.083; 300.09;
42.17 	300.12; 300.13; 300.131; 300.14; 300.16; 300.17; 300.18; 300.19;
42.18 	300.20; 300.21; 300.22; 300.23; 300.24; 300.25; 300.26; 300.27;
42.19 	300.28; 300.29; 300.30; 300.31; 300.32; 300.33; 300.34; 300.35;
42.20 	300.36; 300.37; 300.38; 300.39; 300.40; 300.41; 300.42; 300.43;
42.21 	300.44; 300.45; 300.451; 300.46; 300.49; 300.51; 300.52; 300.53;
42.22 	300.54; 300.55; 300.57; 300.58; 300.59; 300.60; 300.61; 300.62;
42.23 	and 300.63, are repealed.
42.24 	(b) Minnesota Statutes 2004, section 48.056, subdivision 3,
42.25 	is repealed.

42.26 	Sec. 2. EFFECTIVE DATE.
 42.27 	This act is effective August 1, 2006.