HF 3500

THIRD ENGROSSMENT

Business Corporations Act; Limited Liability Company Act; Uniform Limited Partnership Act of 2001; Technical amendments proposed, and nonprofit limited liability company formation authorized.

ARTICLE 1 -- TECHNICAL AMENDMENTS TO THE BUSINESS CORPORATIONS ACT

Section 1: Notice language is modified.

Section 2: Market value language is modified.

Section 3: Statutory provisions that may be modified only in articles or in a shareholder control agreement language is modified.

Section 4: Statutory provisions that may be modified in articles, in a shareholder control agreement, or in bylaws language is provided.

Section 5: Optional provisions; specific subjects language is modified.

Section 6: Meetings solely by means of remote communication language is modified.

Section 7: Participation in meetings by means of remote communication language is modified.

Section 8: Act of the Board language is modified.
Subdivision 1. Majority required.
Subdivision 2. Voting power.

Section 9: Generally language is modified.

Section 10: Conflict; procedure when conflict arises language is modified.

Section 11: Termination language is modified.

Section 12: Rights not to apply language is modified.

Section 13: Definitions are modified.

Section 14: When permitted; status of shares language is modified.

Section 15: Methods of dissolution language is modified.

Section 16: Voluntary dissolution after the issuance of shares language is modified.
Subdivision 1. Manner.
Subdivision 2. Notice; approval.

ARTICLE 2 -- TECHNICAL AMENDMENTS TO THE LIMITED LIABILITY COMPANY ACT AND THE UNIFORM LIMITED PARTNERSHIP ACT OF 2001

Section 1: Application to existing relationships language is modified.

Section 2: Notice language is modified.

Section 3: Member requirement language is modified.

Section 4: Notice and liability language is modified.

Section 5: Termination language is modified.

Section 6: Meetings solely by means of remote communication language is modified.

Section 7: Participation in meetings by means of remote communication language is modified.

Section 8: Generally language is modified.

Section 9: Conflict and procedure when conflict arises language is modified.

Section 10: Definitions are modified.

Section 11: Dissolution events language is modified.

Section 12: Nonjudicial dissolution after accepting contributions language is modified.
Subdivision 1. Manner.
Subdivision 2. Notice and approval.

ARTICLE 3 -- NONPROFIT LIMITED LIABILITY COMPANIES

Section 1: Limited liability company language modified.

Section 2: Foreign limited liability company language is modified.

Section 3: Nonprofit limited liability company language is provided.

Section 4: Purposes language is modified.

Section 5: Conversion language is modified.

Section 6: Limitations language is modified.

Section 7: Nonprofit limited liability companies language is provided.
Subdivision 1. Status as nonprofit limited liability company.
Subdivision 2. Limitations on pecuniary gain and distributions to members.
Subdivision 3. Limitations on persons who may be members.
Subdivision 4. Purposes; conduct.
Subdivision 5. Provisions of chapter 317A applicable to nonprofit limited liability companies.
Subdivision 6. Notice to and authority of attorney general.

Section 8: Effective date language provided.

JAJ 4/22/08