HF 1043

as introduced - 84th Legislature (2005 - 2006) Posted on 12/15/2009 12:00am

A bill for an act
relating to corporations; recodifying and modernizing
the law regulating the formation, structure, and
operation of certain corporations; making
miscellaneous technical and clarifying changes;
amending Minnesota Statutes 2004, sections 47.12;
47.15; 47.16; 48.02; 48.03; 48.033; 48.04; 48.06;
48.07; 48A.01, subdivision 1; 48A.04, subdivisions 1,
3; 49.41; 50.001; 50.06; 50.085, subdivision 1;
51A.03, subdivision 2b; 51A.131; 51A.17; 51A.21,
subdivision 1; 117.232, subdivision 1; 161.433,
subdivision 3; 181.970, subdivision 2; 237.81; 301.75;
302A.011, subdivision 4; 302A.021, subdivision 10, by
adding a subdivision; 302A.031, by adding a
subdivision; 303.02, subdivision 2; 317A.021,
subdivision 9; 322B.02; 398A.04, subdivision 6;
453.55, subdivision 11; 453A.05, subdivision 11;
proposing coding for new law in Minnesota Statutes,
chapters 47; 48; 50; repealing Minnesota Statutes
2004, sections 48.056, subdivision 3; 300.01; 300.02;
300.025; 300.05; 300.06; 300.08; 300.081; 300.083;
300.09; 300.12; 300.13; 300.131; 300.14; 300.16;
300.17; 300.18; 300.19; 300.20; 300.21; 300.22;
300.23; 300.24; 300.25; 300.26; 300.27; 300.28;
300.29; 300.30; 300.31; 300.32; 300.33; 300.34;
300.35; 300.36; 300.37; 300.38; 300.39; 300.40;
300.41; 300.42; 300.43; 300.44; 300.45; 300.451;
300.46; 300.49; 300.51; 300.52; 300.53; 300.54;
300.55; 300.57; 300.58; 300.59; 300.60; 300.61;
300.62; 300.63.

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:

ARTICLE 1

FINANCIAL CORPORATIONS

Section 1.

Minnesota Statutes 2004, section 47.12, is
amended to read:

47.12 FINANCIAL CORPORATIONS.

new text begin Subdivision 1. new text end

new text begin Purposes. new text end

Corporations may be formed for
any one of the following purposes:

(1) carrying on the business of banking, by receiving
deposits, buying, selling, and discounting notes, bills, and
other evidences of debt legal for investment, domestic or
foreign, dealing in gold and silver bullion and foreign coins,
issuing circulating notes, and loaning money upon real estate or
personal security or upon the creditworthiness of the borrower;

(2) establishing and conducting clearinghouses, for
effecting, in one place, the speedy and systematic daily
exchange and adjustment of balances between banks and bankers in
any municipality, town, or county, establishing and enforcing
uniform methods of conducting the banking business in such
locality, and adjusting disputes or misunderstandings between
members of such clearinghouse engaged in the banking business;

(3) creating and conducting savings banks for the
reception, on deposit, of money offered for that purpose, the
investment thereof, and the declaring, crediting, and paying of
dividends or interest thereon, as authorized and provided by
law;

(4) transacting business as a trust company in conformity
with the laws relating thereto; and

(5) carrying on, in accordance with law, the business of
savings associations.

new text begin Subd. 2. new text end

new text begin Organization. new text end

new text begin (a) Three or more persons may
form a corporation for any of the purposes specified in this
section by applying to the Department of Commerce and complying
with all applicable organizational requirements and the
conditions set out in clauses (1) to (7). The incorporators
must subscribe a certificate specifying:
new text end

new text begin (1) the corporation's name, which must distinguish it from
all other corporations authorized to do business in this state,
and must contain the word "company," "corporation," "bank,"
"trust," "association," or "incorporated";
new text end

new text begin (2) the general nature of the corporation's business and
its principal place of business;
new text end

new text begin (3) the period of its duration, if limited;
new text end

new text begin (4) the names and places of residence of the incorporators;
new text end

new text begin (5) the board in which the management of the corporation
will be vested, the date of the annual meeting at which it will
be elected, and the names and addresses of the board members
until the first election, a majority of whom must always be
residents of this state or reside within 50 miles of the main
office of the corporation;
new text end

new text begin (6) the amount of capital stock, if any, how the capital
stock is to be paid in, the number of shares into which it is to
be divided, and the par value of each share; and, if there is to
be more than one class, a description and the terms of issue of
each class, and the method of voting on each class; and
new text end

new text begin (7) the highest amount of indebtedness or liability to
which the corporation will at any time be subject. However, a
corporation subject to section 48.27 may show its highest amount
of indebtedness to be 30 times the amount of its capital and
actual surplus.
new text end

new text begin The certificate may contain any other lawful provision
defining and regulating the powers and business of the
corporation, its officers, directors, trustees, members, and
stockholders.
new text end

new text begin (b) A person doing business in this state may contest the
subsequent registration of a name with the office of the
secretary of state as provided in section 5.22.
new text end

new text begin Subd. 3. new text end

new text begin Powers. new text end

new text begin (a) A corporation formed under this
chapter may:
new text end

new text begin (1) be known by its corporate name for the time stated in
its certificate of incorporation;
new text end

new text begin (2) sue and be sued in any court;
new text end

new text begin (3) have, use, and alter a common seal, but a seal must not
be required;
new text end

new text begin (4) acquire, by purchase or otherwise, and hold, enjoy,
improve, lease, encumber, and convey all real and personal
property necessary for the purposes of its organization, subject
to the limitations hereafter declared;
new text end

new text begin (5) elect or appoint in any manner it determines all
necessary or proper officers, agents, boards, and committees, to
fix their compensation, and to define their powers and duties;
new text end

new text begin (6) make and amend consistently with law bylaws providing
for the management of its property and the regulation and
government of its affairs; and
new text end

new text begin (7) wind up and liquidate its business in the manner
provided by law.
new text end

new text begin (b) A corporation formed under this chapter shall indemnify
persons against certain expenses and liabilities only as
provided in section 302A.521.
new text end

Sec. 2.

new text begin [47.13] APPLICATION OF BUSINESS CORPORATION ACT.
new text end

new text begin The provisions of chapter 302A, other than sections
302A.471, 302A.473, 302A.671, 302A.673, 302A.675, and 302A.701
to 302A.791, apply to corporations formed for any of the
purposes specified in section 47.12, except:
new text end

new text begin (1) that section 302A.215, subdivisions 2 and 3, only apply
if the corporation's certificate of incorporation provides
cumulative voting; and
new text end

new text begin (2) to the extent those provisions are inconsistent with
any of the provisions of this chapter and chapters 46 to 50.
new text end

Sec. 3.

Minnesota Statutes 2004, section 47.15, is amended
to read:

47.15 BYLAWS; deleted text begin WHERE FILED deleted text end new text begin STATEMENTS new text end .

new text begin Subdivision 1. new text end

new text begin Adoption of bylaws. new text end

new text begin Initial bylaws may be
adopted pursuant to section 302A.171 by the incorporators. If
not adopted by the incorporators, the bylaws must be adopted by
the first board. Unless reserved by the articles to the
shareholders, the power to adopt, amend, or repeal the bylaws is
vested in the board. The power of the board is subject to the
power of the shareholders, exercisable in the manner provided in
section 302A.181, subdivision 3, to adopt, amend, or repeal
bylaws adopted, amended, or repealed by the board. The bylaws
may be amended by the shareholders at a regular or special
meeting called for that purpose. After the adoption of the
initial bylaws, the board shall not adopt, amend, or repeal a
bylaw fixing a quorum for meetings of shareholders, prescribing
procedures for removing directors or filling vacancies in the
board, or fixing the number of directors or their
classifications, qualifications, or terms of office, but may
adopt or amend a bylaw to increase the number of directors.
new text end

new text begin Subd. 2. new text end

new text begin Filing. new text end

Within 90 days after the adoption of
bylaws or any amendment thereof, a certified copy of the same
shall be filed with the commissioner of commerce.

Sec. 4.

Minnesota Statutes 2004, section 47.16, is amended
to read:

47.16 CERTIFICATION BY COMMISSIONER.

Subdivision 1.

Filing.

new text begin The certificate of a corporation
must be filed for record with the secretary of state. If the
secretary of state finds that it conforms to law and that the
required fee has been paid, the secretary of state must record
it and certify that fact on it. The secretary of state may not
accept a certificate for filing unless the certificate also
contains the endorsement of the commissioner of commerce.
new text end

new text begin Subd. 2. new text end

new text begin Certificate of authority. new text end

If the commissioner
of commerce is satisfied that the corporation has been organized
for legitimate purposes, and under such conditions as to merit
and have public confidence, and that all provisions of law
applicable to every branch of business in which, by the terms of
its certificate, it is authorized to engage, have been complied
with, the commissioner shall so certify. When the original
certificate and the certificate of incorporation from the
secretary of state is filed with the commissioner of commerce,
the commissioner shall, within 60 days thereafter, execute and
deliver to it a certificate of authority.

Sec. 5.

new text begin [47.171] CERTIFICATES OF INCORPORATION,
AMENDMENT; EXCEPTIONS.
new text end

new text begin The certificate of incorporation of a financial corporation
organized and existing under the laws of this state may be
amended to change its name; to increase or decrease its capital
stock; to change the number and, subject to section 48.02, the
par value of the shares of its capital stock; to eliminate or
limit a director's personal liability; or in respect to another
matter which an original certificate of a corporation of the
same kind might lawfully have contained. The change must be
accomplished by the adoption of a resolution specifying the
proposed amendment at a regular meeting or at a special meeting
called for that expressly stated purpose, in either of the
following ways:
new text end

new text begin (1) by a majority vote of all its shares; or
new text end

new text begin (2) by a majority vote of its entire board of directors
within one year after authorization by specific resolution duly
adopted at a meeting of shareholders. The resolution must be
included in a certificate duly executed by its president and
secretary, or other presiding and recording officers, and
approved and filed in the manner prescribed for the execution,
approval, and filing of a like original certificate.
new text end

Sec. 6.

new text begin [47.172] RESTATED CERTIFICATES OF INCORPORATION.
new text end

new text begin Subdivision 1. new text end

new text begin Procedure. new text end

new text begin A financial corporation may by
action taken in the same manner required for amendment of
certificates of incorporation adopt a restated certificate of
incorporation consisting of the certificate of incorporation as
amended to date. The restated certificate of incorporation may
be adopted in connection with an amendment to the certificate of
incorporation. The restated certificate of incorporation must
contain all the statements required by section 47.12,
subdivision 2, to be included in the original certificate of
incorporation except that: in lieu of setting forth the names
and addresses of the first board of directors, the restated
certificate of incorporation must include the names and
addresses of the directors at the time of the adoption of the
restated certificate of incorporation; and no statement need be
made with respect to the names and addresses of the
incorporators.
new text end

new text begin Subd. 2. new text end

new text begin Effect. new text end

new text begin The certificate to be filed to
accomplish a restated certificate of incorporation must be
entitled "restated certificate of incorporation of (name of
financial corporation)" and must contain a statement that the
restated certificate supersedes and takes the place of the
existing certificate of incorporation and all amendments to it.
The restated certificate of incorporation when executed, filed
and recorded in the manner prescribed for certificate of
amendment supersedes and takes the place of an existing
certificate of incorporation and amendments to it. The
secretary of state upon request must certify the restated
certificate of incorporation.
new text end

Sec. 7.

Minnesota Statutes 2004, section 48.02, is amended
to read:

48.02 CAPITAL AND SURPLUS; PREPAYMENT OF CAPITAL.

new text begin (a) new text end The capital and surplus of every state bank hereafter
organized shall be at least $250,000. new text begin The capital stock of a
state bank must be divided into shares of not less than $1. new text end In
addition thereto undivided profits shall be provided for in such
an amount as the commissioner shall determine to be adequate
under the circumstances to avoid any possible impairment of
capital and surplus. The total of these outlays shall be known
as capital funds, and payment thereof shall be made in full, in
cash or authorized securities, deposited in an approved
custodial bank, and certified to the commissioner, under oath of
the president, and cashier or other chief financial officer, as
well as the custodial bank, before the proposed state bank shall
be authorized to commence business. The capital funds of a
proposed bank shall not be less than a total amount which the
commissioner considers necessary, having in mind the deposit
potential for such a proposed bank and current banking industry
standards of capital adequacy.

new text begin (b) The directors of a state bank may issue shares of its
unissued, authorized capital stock and may fix the amount of
money or the actual value of the consideration for which the
stock is issued.
new text end

Sec. 8.

Minnesota Statutes 2004, section 48.03, is amended
to read:

48.03 deleted text begin STOCK LIST; STOCKHOLDERS' LIABILITY deleted text end new text begin SHARES new text end .

Subdivision 1.

Shareholder list.

The president and
cashier of any bank of discount and deposit shall at all times
keep an accurate verified list of all its deleted text begin stockholders
deleted text end new text begin shareholders new text end , with the amount of deleted text begin stock deleted text end new text begin shares new text end held by each, the
dates of all transfers and names of transferees.

Subd. 2.

Shareholder liability.

Except as provided in
section deleted text begin 300.27 deleted text end new text begin 302A.425 new text end , no deleted text begin stockholder deleted text end new text begin shareholder new text end in any bank
of discount and deposit or in any banking or trust corporation
or association shall be personally liable for debts of such
bank, corporation or association.

new text begin Subd. 3. new text end

new text begin Effect of transfer; share books. new text end

new text begin The transfer
of shares is not binding upon the company until it is regularly
entered on the books of the company to show the names of the
persons by and to whom transferred, the number or other
designation of the shares, and the date of the transfer. The
books of the company must be kept to show intelligibly the
original shareholders, their respective interests, the amount
which has been paid in on their shares, and all transfers of the
shares.
new text end

new text begin Subd. 4. new text end

new text begin Record of shares. new text end

new text begin The directors must cause
accurate and complete records to be kept of all corporate
proceedings and of all shares subscribed, transferred, canceled,
or retired and proper books, accounts, files, and records of all
other business transacted.
new text end

Sec. 9.

new text begin [48.032] PREEMPTIVE RIGHTS.
new text end

new text begin (a) Unless otherwise denied or limited in the certificate
of incorporation or by the board pursuant to section 302A.401,
subdivision 2, paragraph (b), a shareholder of a banking
institution has the preemptive rights provided in section
302A.413.
new text end

new text begin (b) If preemptive rights are denied or limited pursuant to
paragraph (a) after a shareholder has acquired shares, the
shareholder has the rights of a dissenting shareholder under
paragraph (c).
new text end

new text begin (c) A shareholder may dissent from and obtain payment for
the value of the shareholder's shares in the event that
preemptive rights are denied or limited pursuant to paragraph
(a) by objecting to the action and demanding payment for the
shareholder's shares at a meeting of the shareholders held on
the action or within 20 days after the meeting. If the denial
or limitation of preemptive rights takes effect at any time
after this demand, the shareholder may, at any time within 60
days after the demand, apply to the district court in the county
of the banking institution's principal place of business for the
appointment of three persons to appraise the value of that
person's shares. The court shall appoint the appraisers and
designate the time and the place of their first meeting, give
directions with regard to their proceedings the court considers
proper, and direct the time and manner in which payment must be
made of the value of that person's shares to the shareholder.
The appraisers shall meet at the time and place designated,
after being duly sworn to discharge their duties honestly and
faithfully, make and certify a written estimate of the value of
the stock at the time of the appraisal, and deliver one copy to
the banking institution and another to the shareholder. The
shareholder and the banking institution shall each pay one-half
of the charges and expenses of the appraisers.
new text end

Sec. 10.

Minnesota Statutes 2004, section 48.04, is
amended to read:

48.04 INCREASE AND REDUCTION OF CAPITAL.

No increase or reduction of the capital of any banking
institution shall be valid until the entire new capital has been
paid in cash, and certified to the commissioner under oath of
the president, vice-president, or cashier. The commissioner
shall thereupon issue a certificate of that fact and of approval
thereof. No reduction of the surplus of any banking institution
shall be valid until such reduction has been approved by the
commissioner of commerce. No reduction shall affect the
liability of any deleted text begin stockholder deleted text end new text begin shareholder new text end for any indebtedness
incurred prior thereto.

new text begin For purposes of this section, directors have the authority
granted under section 48.02, paragraph (b).
new text end

Sec. 11.

Minnesota Statutes 2004, section 48.06, is
amended to read:

48.06 new text begin BOARD OF new text end DIRECTORS deleted text begin ; QUALIFICATIONS deleted text end .

new text begin Subdivision 1. new text end

new text begin Size. new text end

new text begin The business of a bank must be
managed by a board of at least five directors, unless a greater
number is otherwise required by law. A board of directors of a
financial institution referred to in section 47.12 which has
fewer than five members on August 1, 1995, is not subject to
this requirement but may be increased to not more than five
members by order of the commissioner of commerce.
new text end

If the number of directors exceeds nine, they may
designate, semiannually, by resolution, nine of their number, a
majority of whom constitutes a quorum for the transaction of
business. Every director of a bank shall take and subscribe an
oath to faithfully perform the official duties of a director,
and not knowingly violate, or permit to be violated, any
provision of law. The taking of this oath must be duly
certified in the minutes of the records of the bank.

new text begin Subd. 2. new text end

new text begin Classes. new text end

new text begin In its certificate of incorporation, a
corporation may establish classes of its directors and the terms
for each class. No class may be elected for a term of less than
one year, or more than five years, and the term of office of at
least one class must expire each year.
new text end

new text begin Subd. 3. new text end

new text begin Vacancies. new text end

new text begin If the certificate of incorporation
or the bylaws so provides, a vacancy in the board of directors
may be filled by the remaining directors. Not more than
one-third of the members of the board may be so filled in any
one year except any number may be appointed to provide for at
least five directors until any subsequent meeting of the
shareholders.
new text end

new text begin Subd. 4. new text end

new text begin Quorum to do business. new text end

new text begin Except as otherwise
provided in subdivision 1, a majority of the directors
constitutes a quorum for the transaction of business.
new text end

new text begin Subd. 5. new text end

new text begin Action without meeting. new text end

new text begin Any action which might
be taken at a meeting of the board of directors may be taken
without a meeting if done in writing signed by all of the
directors.
new text end

Sec. 12.

Minnesota Statutes 2004, section 48.07, is
amended to read:

48.07 OFFICERS; APPOINTMENT, REMOVAL.

The board of directors of a bank or trust company organized
under the laws of this state shall have full power and authority
at any time to appoint and remove any officer or employee.

new text begin Every bank or trust company organized under the laws of
this state, except when otherwise specially provided, must have
a president, secretary, and treasurer, and may have one or more
vice-presidents and other officers, as its certificate of
incorporation or bylaws may provide. Their respective duties
must be prescribed in the certificate of incorporation or in the
bylaws. Only one president of record may act on behalf of the
bank or trust company; however, additional officers may be
titled president for purposes of empowering those additional
officers to function as managing officers of detached facilities
of banks.
new text end

Sec. 13.

Minnesota Statutes 2004, section 49.41, is
amended to read:

49.41 RIGHTS OF DISSENTING deleted text begin STOCKHOLDERS deleted text end new text begin SHAREHOLDERS new text end .

Any deleted text begin stockholder deleted text end new text begin shareholder new text end not voting in favor of the
agreement of consolidation or merger at the meeting prescribed
in section 49.37 may, at that meeting, or within 20 days
thereafter, object to the consolidation or merger and demand
payment for that person's deleted text begin stock deleted text end new text begin shares new text end . If the consolidation or
merger takes effect at any time after this demand,
the deleted text begin stockholder deleted text end new text begin shareholder new text end may, at any time within 60 days
thereafter, apply to the district court in the county wherein is
situated the principal place of business of the corporation with
which the other or others are consolidated or merged, for the
appointment of three persons to appraise the value of that
person's deleted text begin stock deleted text end new text begin shares new text end . The court shall thereupon appoint these
appraisers and designate the time and place of their first
meeting, with such directions in regard to their proceedings as
shall be deemed proper, and also direct the time and manner in
which payment shall be made of the value of that person's deleted text begin stock
deleted text end new text begin shares new text end to the deleted text begin stockholder deleted text end new text begin shareholder new text end . The appraisers shall
meet at the time and place designated, after being duly sworn to
discharge their duties honestly and faithfully, make and certify
a written estimate of the value of the deleted text begin stock deleted text end new text begin shares new text end at the time
of the appraisal, and deliver one copy to the corporation and
another to the deleted text begin stockholder deleted text end new text begin shareholder new text end , if demanded. The
charges and expenses of the appraisers shall be paid one-half by
the deleted text begin stockholder deleted text end new text begin shareholder new text end and one-half by the corporation.
When the corporation shall have paid the appraised value of deleted text begin this
stock deleted text end new text begin the shares new text end , the deleted text begin stock deleted text end new text begin shares new text end shall be canceled and
this deleted text begin stockholder deleted text end new text begin shareholder new text end shall cease to be a member of the
corporation or to have any interest in deleted text begin this stock deleted text end new text begin the shares new text end or
in the corporation or in the corporate property, and deleted text begin this stock
deleted text end new text begin the shares new text end may be held and disposed of by the corporation for
its own benefit.

Sec. 14.

Minnesota Statutes 2004, section 50.06, is
amended to read:

50.06 DIRECTORS deleted text begin ; FIRST BOARD deleted text end .

new text begin Subdivision 1. new text end

new text begin Authority and qualifications. new text end

The
business of every such stock savings bank shall be managed by a
board of not less than seven directors new text begin who are residents of this
state new text end . new text begin Each director must file a written acceptance of the
position before the director is authorized to act. new text end The persons
named in the certificate of authorization shall constitute the
first board.

new text begin Subd. 2. new text end

new text begin Classes. new text end

new text begin In its certificate of incorporation, a
corporation may establish classes of its directors and the terms
for each class. No class may be elected for a term of less than
one year, or more than five years, and the term of office of at
least one class must expire each year.
new text end

new text begin Subd. 3. new text end

new text begin Vacancies. new text end

Each vacancy shall be filled by the
board as soon as practicable, at a regular meeting thereof,
except when a resolution reducing the number of directors named
in its charter to a number not less than seven shall have been
incorporated into its bylaws, and a copy thereof filed with the
commissioner of commerce, in which case vacancies shall not be
filled until the number has been reduced to that specified in
this resolution. The number may be increased to any number
specified in a like resolution, consented to, in writing, by the
commissioner of commerce.

new text begin Subd. 4. new text end

new text begin Quorum to do business. new text end

new text begin A majority of the
directors constitutes a quorum for the transaction of business.
new text end

new text begin Subd. 5. new text end

new text begin Action without meeting. new text end

new text begin Any action which might
be taken at a meeting of the board of directors may be taken
without a meeting if done in writing signed by all of the
directors.
new text end

Sec. 15.

new text begin [50.065] OFFICERS.
new text end

new text begin Every savings bank, except when otherwise specially
provided, must have a president, secretary, and treasurer, and
may have one or more vice-presidents and other officers, as its
certificate of incorporation or bylaws may provide. The time
and manner of their election and their respective duties must be
prescribed in the certificate of incorporation or in the bylaws.
Only one president of record may act on behalf of the savings
bank; however, additional officers may be titled president for
purposes of empowering those additional officers to function as
managing officers of detached facilities of banks.
new text end

Sec. 16.

Minnesota Statutes 2004, section 302A.011,
subdivision 4, is amended to read:

Subd. 4.

Articles.

"Articles" means, in the case of a
corporation incorporated under or governed by this chapter,
articles of incorporation, articles of amendment, a resolution
of election to become governed by this chapter, a demand
retaining the two-thirds majority for shareholder approval of
certain transactions, a statement of change of registered
office, registered agent, or name of registered agent, a
statement establishing or fixing the rights and preferences of a
class or series of shares, a statement of cancellation of
authorized shares, articles of merger, articles of abandonment,
and articles of dissolution. In the case of a foreign
corporation, the term includes all documents serving a similar
function required to be filed with the secretary of state or
other officer of the corporation's state of incorporation. new text begin In
the case of a corporation formed under chapter 300, the term
means the certificate of incorporation.
new text end

Sec. 17.

Minnesota Statutes 2004, section 302A.021, is
amended by adding a subdivision to read:

new text begin Subd. 7a. new text end

new text begin Chapter 300 corporation subject to law as of
august 1, 2006. new text end

new text begin A corporation incorporated under chapter 300 in
existence on August 1, 2006, becomes governed by this chapter on
August 1, 2006, as fully as though the corporation had been
incorporated under this chapter, except as specifically
otherwise provided by law.
new text end

Sec. 18.

Minnesota Statutes 2004, section 302A.021,
subdivision 10, is amended to read:

Subd. 10.

Laws not to apply.

Sections 222.19 deleted text begin , deleted text end new text begin and
new text end 222.23, deleted text begin 300.01, 300.02, 300.06 to 300.09, 300.12 to 300.68, deleted text end and
chapters 301, 316, and 556 do not apply to a corporation
incorporated under or governed by this chapter.

Sec. 19.

Minnesota Statutes 2004, section 302A.031, is
amended by adding a subdivision to read:

new text begin Subd. 3. new text end

new text begin Perpetual duration granted for chapter 300
corporations. new text end

new text begin (a) All corporations formed under chapter 300 and
governed by this chapter pursuant to section 302A.021,
subdivision 7a, are granted perpetual duration irrespective of
the period of duration set forth in their articles of
incorporation. This grant may be modified in the articles as
authorized under section 302A.111, subdivision 2, paragraph (b).
new text end

new text begin (b) All corporations formed under chapter 300 and governed
by this chapter pursuant to section 47.13, are granted perpetual
duration irrespective of the period of duration set forth in
their certificates of incorporation. This grant may be modified
in the certificate of incorporation as authorized under section
47.12, subdivision 2, paragraph (a), clause (3).
new text end

Sec. 20. new text begin CORRECTION OF STATUTORY REFERENCE IN CORPORATE
DOCUMENTS.
new text end

new text begin As of August 1, 2006, all references in corporate documents
to Minnesota Statutes, section 300.64, in connection with the
elimination of, or limitations on, the personal liability of
directors are deemed to be references to Minnesota Statutes,
section 302A.251, and all references to Minnesota Statutes,
section 300.083, are deemed to be references to Minnesota
Statutes, section 302A.521.
new text end

Sec. 21. new text begin REVISOR'S INSTRUCTION.
new text end

new text begin The revisor of statutes shall renumber each section of
Minnesota Statutes listed in column A with the number listed in
column B. The revisor shall also make necessary cross-reference
changes consistent with the renumbering.
new text end

new text begin Column A new text end new text begin Column B
300.026 new text end new text begin 302A.92
300.03 new text end new text begin 301B.01
300.04 new text end new text begin 301B.02
300.045 new text end new text begin 301B.03
300.10 new text end new text begin 301B.04
300.11 new text end new text begin 301B.05
300.111 new text end new text begin 336B.01
300.112 new text end new text begin 336B.02
300.113 new text end new text begin 336B.03
300.114 new text end new text begin 507.327
300.115 new text end new text begin 507.328
new text end

ARTICLE 2

CONFORMING CHANGES

Section 1.

Minnesota Statutes 2004, section 48.033, is
amended to read:

48.033 STATE BANKS, LIABILITY OF deleted text begin STOCKHOLDERS
deleted text end new text begin SHAREHOLDERS new text end .

Notwithstanding sections 48.03 deleted text begin , deleted text end new text begin and new text end 49.24, deleted text begin and 300.27, deleted text end any
deleted text begin stockholder deleted text end new text begin shareholder new text end of a state bank whose deposits are not
insured by the Federal Deposit Insurance Corporation, shall be
personally liable for the debts of said bank to the extent of
the par value of the deleted text begin stock deleted text end new text begin shares new text end held by deleted text begin such stockholder deleted text end new text begin the
shareholder new text end .

Sec. 2.

Minnesota Statutes 2004, section 48A.01,
subdivision 1, is amended to read:

Subdivision 1.

Articles of incorporation.

(a) Subject to
the other provisions of this chapter, three or more persons may
organize and charter a state trust company for purposes of
transacting business as a trust company in conformity with the
applicable laws.

(b) A state trust company may be organized under section
deleted text begin 300.025 deleted text end new text begin 47.12 new text end . If the trust company does not exercise banking
powers, it may exercise the powers of a Minnesota business
corporation reasonably necessary or helpful to enable exercise
of its specific powers under this chapter.

(c) A state trust company may be organized as a limited
liability company if it does not exercise banking powers.

new text begin (d) new text end The articles of incorporation or articles of
organization of the company must be signed and acknowledged by
each organizer and must contain:

(1) the name of the state trust company;

(2) the period of its duration, which may be perpetual;

(3) the powers of the state trust company, which may be
stated as:

(i) all powers granted to a state trust company in this
state; or

(ii) a list of the specific powers that the state trust
company chooses and is authorized to exercise;

(4) the aggregate number of shares or membership interests
that the state trust company will be authorized to issue, the
number of classes of shares or membership interests, which may
be one or more, the number of shares or membership interests of
each class if more than one class, and a statement of the par
value of the shares of each class or that the shares or
membership interests are to be without par value;

(5) if the shares or membership interests are to be divided
into classes, the designation of each class and statement of the
preferences, limitations, and relative rights of the shares or
membership interests of each class, which in the case of a
limited trust association may be more fully set forth in the
statement of membership interest;

(6) a provision limiting or denying to participants the
preemptive right to acquire additional or treasury membership
interests or shares of the state trust company;

(7) a provision granting the right of members or
shareholders to cumulative voting in the election of directors
or managers;

(8) the aggregate amount of consideration to be received
for all shares or membership interests initially issued by the
state trust company, and a statement that all authorized
contributions or shares have been subscribed and that all
subscriptions received provide for the consideration to be fully
paid in cash before the charter is issued;

(9) a provision consistent with law that the organizers
elect to set forth in the articles of incorporation or articles
of organization for the regulation of the internal affairs of
the state trust company or that is otherwise required by this
chapter to be set forth in the articles;

(10) the street address of the state trust company's
principal office; and

(11) the number of directors or governors constituting the
initial board, which must not be fewer than five or more than
25, and a statement that management is vested in a board.

Sec. 3.

Minnesota Statutes 2004, section 48A.04,
subdivision 1, is amended to read:

Subdivision 1.

Authority.

Upon complying with the terms
of this section, a trust company organized under section deleted text begin 300.025
deleted text end new text begin 47.12 new text end has all the powers and privileges of a state bank not
otherwise granted to trust companies and is subject to and must
comply with all the laws of this state applicable to state banks.

Sec. 4.

Minnesota Statutes 2004, section 48A.04,
subdivision 3, is amended to read:

Subd. 3.

Certificates to be amended.

In order to
exercise the powers granted under this subdivision, the trust
company shall amend its certificate of incorporation to include
the additional powers of a state banking corporation. This
amendment may include the change of the corporate name of the
trust company. The trust company shall display in its place of
business the certificate of the authorization issued by the
commissioner of commerce.

Amendments to the certificate of incorporation must be made
under section deleted text begin 300.45 deleted text end new text begin 47.171 new text end . Before becoming effective, these
amendments must be approved by the department and the approval
must be endorsed upon the certificate of amendment.

Sec. 5.

Minnesota Statutes 2004, section 50.001, is
amended to read:

50.001 APPLICATION FOR CERTIFICATE OF AUTHORITY;
PROCEDURE.

The procedures for the application and issuance of a
certificate of authority to a savings bank organized pursuant to
section deleted text begin 300.025 deleted text end new text begin 47.12 new text end shall be those applicable to a state bank
in sections 46.041 to 46.045.

Sec. 6.

Minnesota Statutes 2004, section 50.085,
subdivision 1, is amended to read:

Subdivision 1.

Generally.

Every savings bank
incorporated pursuant to or operating under this chapter shall
be a body corporate; shall have all the powers enumerated,
authorized, and permitted by this chapter and other applicable
law; shall have other rights, privileges, and powers as may be
incidental to or reasonably necessary or appropriate for the
accomplishment of the objects and purposes of the savings bank;
and shall have those powers possessed by corporations organized
under chapter deleted text begin 300 deleted text end new text begin 302A new text end .

Sec. 7.

Minnesota Statutes 2004, section 51A.03,
subdivision 2b, is amended to read:

Subd. 2b.

Regulation of capital stock associations.

The
incorporation, formation, and corporate governance of capital
stock associations are governed by chapter deleted text begin 300 deleted text end new text begin 302A new text end , except to
the extent the provisions of this chapter conflict with the
provisions of chapter deleted text begin 300 deleted text end new text begin 302A new text end , in which case the provisions of
this chapter govern.

Sec. 8.

Minnesota Statutes 2004, section 51A.131, is
amended to read:

51A.131 DIRECTORS OF CAPITAL STOCK ASSOCIATIONS.

The duties and qualifications required of directors of
capital stock associations are governed by chapter deleted text begin 300 deleted text end new text begin 302A new text end .

Sec. 9.

Minnesota Statutes 2004, section 51A.17, is
amended to read:

51A.17 INDEMNIFICATION OF OFFICERS, DIRECTORS AND
EMPLOYEES.

The indemnification of officers, directors, and employees
of associations is governed by section deleted text begin 300.083 deleted text end new text begin 302A.521 new text end .

Sec. 10.

Minnesota Statutes 2004, section 51A.21,
subdivision 1, is amended to read:

Subdivision 1.

Generally.

Every association incorporated
pursuant to or operating under the provisions of sections 51A.01
to 51A.57 shall have all the powers enumerated, authorized, and
permitted by sections 51A.01 to 51A.57 and such other rights,
privileges, and powers as may be incidental to or reasonably
necessary or appropriate for the accomplishment of the objects
and purposes of the association, and in addition shall have
those powers possessed by corporations organized under
chapter deleted text begin 300 deleted text end new text begin 302A new text end . Among others, and except as otherwise limited
by the provisions of sections 51A.01 to 51A.57, every
association shall have the powers set forth in this section.

Sec. 11.

Minnesota Statutes 2004, section 117.232,
subdivision 1, is amended to read:

Subd. 3.

Application to certain provisions.

Laws 1967,
chapter 214 shall not apply to or affect the rights and
privileges referred to in sections 161.45 deleted text begin , deleted text end new text begin and new text end 222.37 deleted text begin , and
300.03 deleted text end .

Sec. 13. Minnesota Statutes 2004, section 181.970,
subdivision 2, is amended to read:

Subd. 2.

Exception.

Subdivision 1 does not apply to:

(1) employees of the state or a municipality governed by
section 3.736 or 466.07;

(2) employees who are subject to a contract or other
agreement governing indemnification rights;

(3) employees and employers who are governed by
indemnification provisions under section deleted text begin 300.083, deleted text end 302A.521,
317A.521, or 322B.699, or similar laws of this state or another
state specifically governing indemnification of employees of
business or nonprofit corporations, limited liability companies,
or other legal entities; or

(4) indemnification rights for a particular liability
specifically governed by other law.

Sec. 14.

Minnesota Statutes 2004, section 237.81, is
amended to read:

237.81 SCOPE.

To the extent they regulate telecommunications right-of-way
users, sections 237.04; 237.16, subdivision 1; 237.162; 237.163;
and 237.74, subdivision 5, supersede deleted text begin sections deleted text end new text begin section new text end 222.37,
deleted text begin 300.03, and 300.04, deleted text end and any ordinance, regulation, or rule to
the contrary.

Sec. 15.

Minnesota Statutes 2004, section 301.75, is
amended to read:

301.75 ADDITIONAL POWERS.

deleted text begin In addition to the powers enumerated in section 300.08,
subdivision 1, deleted text end new text begin Subdivision 1. new text end [GENERAL POWERS.] new text begin (a) A
corporation formed under the provisions of this chapter may:
new text end

new text begin (1) be known by its corporate name for the time stated in
its certificate of incorporation;
new text end

new text begin (2) sue and be sued in any court;
new text end

new text begin (3) have, use, and alter a common seal;
new text end

new text begin (4) acquire, by purchase or otherwise, and hold, enjoy,
improve, lease, encumber, and convey all real and personal
property necessary for the purposes of its organization, subject
to the limitations hereafter declared;
new text end

new text begin (5) elect or appoint in any manner it determines all
necessary or proper officers, agents, boards, and committees, to
fix their compensation, and to define their powers and duties;
new text end

new text begin (6) make and amend consistently with law bylaws providing
for the management of its property and the regulation and
government of its affairs; and
new text end

new text begin (7) wind up and liquidate its business in the manner
provided by law.
new text end

new text begin (b) A corporation formed under this chapter shall indemnify
those persons identified in section 302A.521 against certain
expenses and liabilities only as provided in section 302A.521
and may indemnify other persons.
new text end

new text begin Subd. 2. new text end

new text begin Additional powers. new text end

new text begin In addition to the powers in
subdivision 1, new text end the corporation may:

(a) Borrow money and otherwise incur indebtedness for any
of the purposes of the corporation; to issue its bonds,
debentures, notes or other evidences of indebtedness, whether
secured or unsecured, therefore and to secure the same by
mortgage, pledge, deed or trust or other lien on its property,
franchises, rights and privileges of every kind and nature or
any part thereof.

(b) Lend money to, and to guarantee, endorse, or act as
surety on the bonds, notes, contracts or other obligations of,
or otherwise assist financially, any person, firm, corporation
or association, and to establish and regulate the terms and
conditions with respect to any such loans or financial
assistance and the charges for interest and service connected
therewith.

(c) Purchase, receive, hold, lease, or otherwise acquire,
and to sell, convey, mortgage, lease, pledge, or otherwise
dispose of, upon such terms and conditions as the board of
directors may deem advisable, real and personal property,
together with such rights and privileges as may be incidental
and appurtenant thereto and the use thereof, including, but not
restricted to, any real or personal property acquired by the
corporation from time to time in the satisfaction of debts or
enforcement of obligations.

(d) Acquire, by purchase or otherwise, the good will,
business, rights, real and personal property and other assets,
or any part thereof, of such persons, firms, corporations, joint
stock companies, associations or trusts as may be in furtherance
of the corporate purposes provided herein, and to assume,
undertake, guarantee or pay the obligations, debts and
liabilities of any such person, firm, corporation, joint stock
company, association or trust; to acquire improved or unimproved
real estate for the purpose of constructing industrial plants or
other business establishments thereon or for the purpose of
disposing of such real estate to others for the construction of
industrial plants or other business establishments, and, in
furtherance of the corporate purposes provided herein, to
acquire, construct or reconstruct, alter, repair, maintain,
operate, sell, lease, or otherwise dispose of industrial plants
or business establishments.

(e) Acquire, subscribe for, own, hold, sell, assign,
transfer, mortgage, pledge or otherwise dispose of the stock,
shares, bonds, debentures, notes or other securities and
evidences of interest in, or indebtedness of, any person, firm,
corporation, joint stock company, association or trust, and,
while the owner or holder thereof, to exercise all the rights,
powers and privileges of ownership, including the right to vote
thereon.

(f) Cooperate with and avail itself of the facilities of
the commissioner of employment and economic development and any
similar governmental agencies; and to cooperate with and assist,
and otherwise encourage, local organizations in the various
communities of the state the purpose of which shall be the
promotion, assistance, and development of the business
prosperity and economic welfare of such communities and of this
state.

Sec. 16.

Minnesota Statutes 2004, section 303.02,
subdivision 2, is amended to read:

Subd. 2.

Corporation.

deleted text begin In addition to the meaning set
forth in section 300.02, subdivision 2, deleted text end "Corporation" means a
corporation formed for profit and includes a cooperative.

Sec. 17.

Minnesota Statutes 2004, section 317A.021,
subdivision 9, is amended to read:

Subd. 9.

Applicability of other laws.

deleted text begin (a) Except as
provided in paragraphs (b) and (c), deleted text end Chapters deleted text begin 300, deleted text end 316, 317, and
556 do not apply to corporations.

deleted text begin (b) Sections 300.60, 300.61, and 300.63 apply to
corporations.
deleted text end

deleted text begin (c) This subdivision does not affect the applicability of
chapter 300 to a corporation that elected to reject Laws 1951,
chapter 500, sections 1 to 25.
deleted text end

Sec. 18.

Minnesota Statutes 2004, section 322B.02, is
amended to read:

322B.02 LAWS NOT TO APPLY.

Sections 222.19, 222.23, deleted text begin 300.01, 300.02, 300.06 to 300.09,
300.12 to 300.68, deleted text end and chapters 301, 316, and 556 do not apply to
a limited liability company organized under this chapter.

Sec. 19.

Minnesota Statutes 2004, section 398A.04,
subdivision 6, is amended to read:

Subd. 6.

Insurance and indemnity.

(a) The authority
shall be subject to tort liability to the extent provided in
chapter 466 and may procure insurance against the liability, and
may indemnify and purchase and maintain insurance on behalf of
any of its commissioners, officers, employees, or agents, in
connection with any threatened, pending, or completed action,
suit, or proceeding, as provided in chapter 466, and to the same
extent and in the same manner and with the same force and effect
as provided in the case of a private corporation by section
deleted text begin 300.083 deleted text end new text begin 302A.521 new text end . It may also procure insurance against loss of
or damage to property in the amounts, by reason of the risks,
and from the insurers as it deems prudent.

(b) A railroad leasing its tracks and right-of-way to a
railroad authority that is created under this chapter and
affiliated with a railroad museum is subject to tort liability
only to the extent provided for municipalities in chapter 466 as
to any claims arising out of fare-paying passenger operations
carried on by the railroad authority primarily for the purpose
of promoting tourism on tracks and right-of-way leased from the
railroad.

Sec. 20.

Minnesota Statutes 2004, section 453.55,
subdivision 11, is amended to read:

Subd. 11.

Liability; indemnification.

Neither the
officials, the directors, nor the members of a municipal power
agency nor any person executing bonds or notes shall be liable
personally on the bonds or notes or be subject to any personal
liability or accountability by reason of the issuance thereof.
A municipal power agency shall have power to indemnify and to
purchase and maintain insurance on behalf of any director,
officer, employee, or agent of the municipal power agency, in
connection with any threatened, pending, or completed action,
suit, or proceeding, to the same extent and in the same manner
and with the same force and effect as provided in the case of a
private corporation under the provisions of section
deleted text begin 300.083 deleted text end new text begin 302A.521 new text end .

Sec. 21.

Minnesota Statutes 2004, section 453A.05,
subdivision 11, is amended to read:

Subd. 11.

Liability, indemnification.

Neither the
officials, the directors, nor the members of a municipal gas
agency nor any person executing bonds or notes shall be liable
personally on the bonds or notes or be subject to any personal
liability or accountability by reason of the issuance thereof.
A municipal gas agency shall have power to indemnify and to
purchase and maintain insurance on behalf of any director,
officer, employee, or agent of the municipal gas agency, in
connection with any threatened, pending, or completed action,
suit, or proceeding, to the same extent and in the same manner
and with the same force and effect as provided in the case of a
private corporation under the provisions of section
deleted text begin 300.083 deleted text end new text begin 302A.521 new text end .

ARTICLE 3

MISCELLANEOUS

Section 1. new text begin REPEALER.
new text end

new text begin (a) Minnesota Statutes 2004, sections 300.01; 300.02;
300.025; 300.05; 300.06; 300.08; 300.081; 300.083; 300.09;
300.12; 300.13; 300.131; 300.14; 300.16; 300.17; 300.18; 300.19;
300.20; 300.21; 300.22; 300.23; 300.24; 300.25; 300.26; 300.27;
300.28; 300.29; 300.30; 300.31; 300.32; 300.33; 300.34; 300.35;
300.36; 300.37; 300.38; 300.39; 300.40; 300.41; 300.42; 300.43;
300.44; 300.45; 300.451; 300.46; 300.49; 300.51; 300.52; 300.53;
300.54; 300.55; 300.57; 300.58; 300.59; 300.60; 300.61; 300.62;
and 300.63, are repealed.
new text end

new text begin (b) Minnesota Statutes 2004, section 48.056, subdivision 3,
is repealed.
new text end

Sec. 2. new text begin EFFECTIVE DATE.
new text end

new text begin This act is effective August 1, 2006.
new text end