1.1                          A bill for an act 
  1.2             relating to business organizations; regulating 
  1.3             business corporations and limited liability companies; 
  1.4             providing legal recognition of electronic records and 
  1.5             signatures; regulating meetings by means of remote 
  1.6             communications and dissolutions and terminations; 
  1.7             regulating use of names by successor corporations; 
  1.8             regulating investment company authority to issue 
  1.9             shares; defining terms; making technical and 
  1.10            conforming changes; providing for mergers, 
  1.11            acquisitions, and conversions by business 
  1.12            corporations; amending Minnesota Statutes 2000, 
  1.13            sections 302A.011, subdivisions 17, 21, 31, 38, 50, by 
  1.14            adding subdivisions; 302A.115, subdivision 5; 
  1.15            302A.135, by adding a subdivision; 302A.231; 302A.239, 
  1.16            subdivisions 1, 2; 302A.431, subdivision 3; 302A.433, 
  1.17            subdivision 3; 302A.436; 302A.441; 302A.449, 
  1.18            subdivision 1; 302A.471, subdivision 1; 302A.621, 
  1.19            subdivisions 1, 2, 3, 4; 302A.673, subdivision 1; 
  1.20            302A.734; 322B.03, subdivisions 36a, 45a, by adding 
  1.21            subdivisions; 322B.12, subdivision 4; 322B.333, 
  1.22            subdivision 3; 322B.336, subdivision 3; 322B.343; 
  1.23            322B.35, subdivisions 1, 2; 322B.363, subdivision 1; 
  1.24            322B.383, subdivision 1; 322B.643; 322B.656, 
  1.25            subdivisions 1, 2; 322B.826; proposing coding for new 
  1.26            law in Minnesota Statutes, chapters 302A; 322B. 
  1.27  BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
  1.28                             ARTICLE 1 
  1.29                       BUSINESS CORPORATIONS 
  1.30     Section 1.  Minnesota Statutes 2000, section 302A.011, 
  1.31  subdivision 17, is amended to read: 
  1.32     Subd. 17.  [NOTICE.] "Notice" is given by a shareholder of 
  1.33  a corporation to the corporation or an officer of the 
  1.34  corporation when in writing and mailed or delivered to the 
  1.35  corporation or the officer at the registered office or principal 
  1.36  executive office of the corporation.  In all other cases, 
  2.1   "notice" is given to a person when mailed to the person at an 
  2.2   address designated by the person or at the last known address of 
  2.3   the person, or when communicated to the person orally, or when 
  2.4   handed to the person, or when left at the office of the person 
  2.5   with a clerk or other person in charge of the office, or if 
  2.6   there is no one in charge, when left in a conspicuous place in 
  2.7   the office, or if the office is closed or the person to be 
  2.8   notified has no office, when left at the dwelling house or usual 
  2.9   place of abode of the person with some person of suitable age 
  2.10  and discretion then residing therein.  Notice is also given by a 
  2.11  publicly held corporation to a shareholder if the notice is 
  2.12  addressed to the shareholder or group of shareholders in a 
  2.13  manner permitted by the rules and regulations under the 
  2.14  Securities Exchange Act of 1934, provided that the corporation 
  2.15  has first received any affirmative written consent or implied 
  2.16  consent required under those rules and regulations.  Notice by 
  2.17  mail is given when deposited in the United States mail with 
  2.18  sufficient postage affixed.  Notice is deemed received when it 
  2.19  is given.  
  2.20     Sec. 2.  Minnesota Statutes 2000, section 302A.011, 
  2.21  subdivision 21, is amended to read: 
  2.22     Subd. 21.  [PARENT.] "Parent" of a specified corporation 
  2.23  means a corporation that directly, or indirectly through related 
  2.24  corporations organizations, owns more than 50 percent of the 
  2.25  voting power of the shares entitled to vote for directors of the 
  2.26  specified corporation.  
  2.27     Sec. 3.  Minnesota Statutes 2000, section 302A.011, 
  2.28  subdivision 31, is amended to read: 
  2.29     Subd. 31.  [SUBSIDIARY.] "Subsidiary" of a specified 
  2.30  corporation means a corporation having more than 50 percent of 
  2.31  the voting power of its shares entitled to vote for directors 
  2.32  owned directly, or indirectly through related 
  2.33  corporations organizations, by the specified corporation. 
  2.34     Sec. 4.  Minnesota Statutes 2000, section 302A.011, 
  2.35  subdivision 38, is amended to read: 
  2.36     Subd. 38.  [CONTROL SHARE ACQUISITION.] "Control share 
  3.1   acquisition" means an acquisition, directly or indirectly, by an 
  3.2   acquiring person of beneficial ownership of shares of an issuing 
  3.3   public corporation that, except for section 302A.671, would, 
  3.4   when added to all other shares of the issuing public corporation 
  3.5   beneficially owned by the acquiring person, entitle the 
  3.6   acquiring person, immediately after the acquisition, to exercise 
  3.7   or direct the exercise of a new range of voting power within any 
  3.8   of the ranges specified in section 302A.671, subdivision 2, 
  3.9   paragraph (d), but does not include any of the following:  
  3.10     (a) an acquisition before, or pursuant to an agreement 
  3.11  entered into before, August 1, 1984; 
  3.12     (b) an acquisition by a donee pursuant to an inter vivos 
  3.13  gift not made to avoid section 302A.671 or by a distributee as 
  3.14  defined in section 524.1-201, clause (10); 
  3.15     (c) an acquisition pursuant to a security agreement not 
  3.16  created to avoid section 302A.671; 
  3.17     (d) an acquisition under sections 302A.601 to 302A.661, if 
  3.18  the issuing public corporation is a party to the transaction; 
  3.19     (e) an acquisition from the issuing public corporation; 
  3.20     (f) an acquisition for the benefit of others by a person 
  3.21  acting in good faith and not made to avoid section 302A.671, to 
  3.22  the extent that the person may not exercise or direct the 
  3.23  exercise of the voting power or disposition of the shares except 
  3.24  upon the instruction of others; 
  3.25     (g) an acquisition pursuant to a savings, employee stock 
  3.26  ownership, or other employee benefit plan of the issuing public 
  3.27  corporation or any of its subsidiaries, or by a fiduciary of the 
  3.28  plan acting in a fiduciary capacity pursuant to the plan; or 
  3.29     (h) an acquisition subsequent to January 1, 1991, pursuant 
  3.30  to an offer to purchase for cash pursuant to a tender offer, or 
  3.31  to exchange for stock pursuant to an exchange offer, all shares 
  3.32  of the voting stock of the issuing public corporation: 
  3.33     (i) which (1) that has been approved by a majority vote of 
  3.34  the members of a committee comprised composed solely of the one 
  3.35  or more disinterested members of the board of the issuing public 
  3.36  corporation formed pursuant to section 302A.673, subdivision 1, 
  4.1   paragraph (d), before the commencement of, or the public 
  4.2   announcement of the intent to commence, the tender or exchange 
  4.3   offer; and 
  4.4      (ii) (2) pursuant to which the acquiring person will become 
  4.5   the owner of over 50 percent of the voting stock of the issuing 
  4.6   public corporation outstanding at the time of the transaction. 
  4.7      For purposes of this subdivision, shares beneficially owned 
  4.8   by a plan described in clause (g), or by a fiduciary of a plan 
  4.9   described in clause (g) pursuant to the plan, are not deemed to 
  4.10  be beneficially owned by a person who is a fiduciary of the plan.
  4.11     Sec. 5.  Minnesota Statutes 2000, section 302A.011, 
  4.12  subdivision 50, is amended to read: 
  4.13     Subd. 50.  [MARKET VALUE.] "Market value," when used in 
  4.14  reference to shares or other property of any corporation, means 
  4.15  the following:  
  4.16     (1) (a) In the case of shares, the average closing sale 
  4.17  price of a share on the composite tape for New York Stock 
  4.18  Exchange listed shares during the 30 trading days immediately 
  4.19  preceding the date in question or, with respect to the 
  4.20  references in section 302A.553, subdivision 3, if a person or 
  4.21  persons selling the shares have commenced a tender offer or have 
  4.22  announced an intention to seek control of the corporation, 
  4.23  during the 30 trading days preceding the earlier of the 
  4.24  commencement of the tender offer or the making of the 
  4.25  announcement, in either case: 
  4.26     (1) on the composite tape for New York Stock Exchange 
  4.27  listed shares; or, 
  4.28     (2) if the shares are not quoted on the composite tape or 
  4.29  not listed on the New York Stock Exchange, on the principal 
  4.30  United States securities exchange registered under the 
  4.31  Securities Exchange Act of 1934 on which the shares are listed,; 
  4.32  or, 
  4.33     (3) if the shares are not listed on any such exchange, on 
  4.34  the NASDAQ National Nasdaq Stock Market,; or, 
  4.35     (4) if the shares are not quoted on the NASDAQ 
  4.36  National Nasdaq Stock Market, on the NASDAQ Small Cap Market, or 
  5.1   any system then in use, or, with respect to the reference in 
  5.2   section 302A.553, subdivision 3, if the person or persons 
  5.3   selling the shares shall have commenced a tender offer or have 
  5.4   announced an intention to seek control of the corporation, 
  5.5   during the 30 trading days preceding the earlier of the 
  5.6   commencement of the tender offer or the making of the 
  5.7   announcement, provided that.  
  5.8      If no quotation under clauses (1) through (4) is available, 
  5.9   then the market value is the fair market value on the date in 
  5.10  question of the shares as determined in good faith by the board 
  5.11  of the corporation;. 
  5.12     (2) (b) In the case of property other than cash or shares, 
  5.13  the fair market value of the property on the date in question as 
  5.14  determined in good faith by the board of the corporation. 
  5.15     Sec. 6.  Minnesota Statutes 2000, section 302A.011, is 
  5.16  amended by adding a subdivision to read: 
  5.17     Subd. 60.  [CONVERTED ORGANIZATION.] "Converted 
  5.18  organization" means the corporation or domestic limited 
  5.19  liability company resulting from a conversion under sections 
  5.20  302A.681 to 302A.691. 
  5.21     Sec. 7.  Minnesota Statutes 2000, section 302A.011, is 
  5.22  amended by adding a subdivision to read: 
  5.23     Subd. 61.  [CONVERTING ORGANIZATION.] "Converting 
  5.24  organization" means the corporation or domestic limited 
  5.25  liability company that effects a conversion under sections 
  5.26  302A.681 to 302A.691. 
  5.27     Sec. 8.  Minnesota Statutes 2000, section 302A.011, is 
  5.28  amended by adding a subdivision to read: 
  5.29     Subd. 62.  [ELECTRONIC COMMUNICATION.] "Electronic 
  5.30  communication" means any form of communication, not directly 
  5.31  involving the physical transmission of paper, that creates a 
  5.32  record that may be retained, retrieved, and reviewed by a 
  5.33  recipient of the communication, and that may be directly 
  5.34  reproduced in paper form by the recipient through an automated 
  5.35  process. 
  5.36     Sec. 9.  Minnesota Statutes 2000, section 302A.011, is 
  6.1   amended by adding a subdivision to read: 
  6.2      Subd. 63.  [REMOTE COMMUNICATION.] "Remote communication" 
  6.3   means communication via electronic communication, conference 
  6.4   telephone, video conference, the Internet, or such other means 
  6.5   by which persons not physically present in the same location may 
  6.6   communicate with each other on a substantially simultaneous 
  6.7   basis. 
  6.8      Sec. 10.  Minnesota Statutes 2000, section 302A.011, is 
  6.9   amended by adding a subdivision to read: 
  6.10     Subd. 64.  [AUTHENTICATED.] "Authenticated" means, with 
  6.11  respect to an electronic communication, that the communication 
  6.12  is delivered to the principal place of business of the 
  6.13  corporation, or to an officer or agent of the corporation 
  6.14  authorized by the corporation to receive the communication, and 
  6.15  that the communication sets forth information from which the 
  6.16  corporation can reasonably conclude that the communication was 
  6.17  sent by the purported sender. 
  6.18     Sec. 11.  [302A.015] [LEGAL RECOGNITION OF ELECTRONIC 
  6.19  RECORDS AND SIGNATURES.] 
  6.20     Subdivision 1.  [DEFINITIONS.] (a) For purposes of this 
  6.21  section, the words, terms, and phrases defined in this 
  6.22  subdivision have the meanings given them. 
  6.23     (b) "Electronic" means relating to technology having 
  6.24  electrical, digital, magnetic, wireless, optical, 
  6.25  electromagnetic, or similar capabilities. 
  6.26     (c) "Electronic record" means a record created, generated, 
  6.27  sent, communicated, received, or stored by electronic means. 
  6.28     (d) "Electronic signature" means an electronic sound, 
  6.29  symbol, or process attached to or logically associated with a 
  6.30  record and executed or adopted by a person with the intent to 
  6.31  sign the record. 
  6.32     (e) "Record" means information that is inscribed on a 
  6.33  tangible medium or that is stored in an electronic or other 
  6.34  medium and is retrievable in perceivable form. 
  6.35     Subd. 2.  [ELECTRONIC RECORDS AND SIGNATURES.] For purposes 
  6.36  of this chapter: 
  7.1      (1) a record or signature may not be denied legal effect or 
  7.2   enforceability solely because it is in electronic form; 
  7.3      (2) a contract may not be denied legal effect or 
  7.4   enforceability solely because an electronic record was used in 
  7.5   its formation; 
  7.6      (3) if a provision requires a record to be in writing, an 
  7.7   electronic record satisfies the requirement; and 
  7.8      (4) if a provision requires a signature, an electronic 
  7.9   signature satisfies the requirement. 
  7.10     Sec. 12.  Minnesota Statutes 2000, section 302A.115, 
  7.11  subdivision 5, is amended to read: 
  7.12     Subd. 5.  [USE OF NAME BY SUCCESSOR CORPORATION.] A 
  7.13  corporation that is merged the surviving organization in a 
  7.14  merger with another domestic or foreign corporation one or more 
  7.15  other organizations, or that is incorporated by the 
  7.16  reorganization of one or more domestic or foreign corporations 
  7.17  organizations, or that acquires by sale, lease, or other 
  7.18  disposition to or exchange with a domestic corporation an 
  7.19  organization all or substantially all of the assets of 
  7.20  another domestic or foreign corporation organization, including 
  7.21  its name, may have the same name as that used in this state by 
  7.22  any of the other corporations organizations, if the 
  7.23  other corporation organization whose name is sought to be used 
  7.24  was incorporated organized under the laws of, or is authorized 
  7.25  to transact business in, this state.  
  7.26     Sec. 13.  Minnesota Statutes 2000, section 302A.135, is 
  7.27  amended by adding a subdivision to read: 
  7.28     Subd. 6.  [INVESTMENT COMPANIES.] Notwithstanding any 
  7.29  contrary provision of this chapter, the board of directors of a 
  7.30  corporation that is registered as an open-end management 
  7.31  investment company under the Investment Company Act of 1940 may, 
  7.32  without shareholder approval, increase or decrease, but not 
  7.33  below the then-outstanding shares, the aggregate number of 
  7.34  shares the corporation has authority to issue, including shares 
  7.35  of any class or series, unless a provision has been included in 
  7.36  the corporation's articles prohibiting the board from increasing 
  8.1   or decreasing the aggregate number of shares, or any class or 
  8.2   series of shares, as applicable, that the corporation has 
  8.3   authority to issue. 
  8.4      Sec. 14.  Minnesota Statutes 2000, section 302A.231, is 
  8.5   amended to read: 
  8.6      302A.231 [BOARD MEETINGS.] 
  8.7      Subdivision 1.  [TIME; PLACE.] Meetings of the board may be 
  8.8   held from time to time as provided in the articles or bylaws at 
  8.9   any place within or without the state that the board may select 
  8.10  or by any means described in subdivision 2.  If the board fails 
  8.11  to select a place for a meeting, the meeting shall be held at 
  8.12  the principal executive office, unless the articles or bylaws 
  8.13  provide otherwise.  The board of directors may determine under 
  8.14  subdivision 2 that a meeting of the board of directors shall be 
  8.15  held solely by means of remote communication. 
  8.16     Subd. 2.  [ELECTRONIC COMMUNICATIONS MEETINGS SOLELY BY 
  8.17  MEANS OF REMOTE COMMUNICATION.] (a) A conference Any meeting 
  8.18  among directors by any means of may be conducted solely by one 
  8.19  or more means of remote communication through which all of the 
  8.20  directors may simultaneously hear participate with each other 
  8.21  during the conference constitutes a board meeting, if the same 
  8.22  notice is given of the conference as would be meeting required 
  8.23  by subdivision 3 for a meeting, and if the number of directors 
  8.24  participating in the conference would be meeting is sufficient 
  8.25  to constitute a quorum at a meeting.  Participation in a meeting 
  8.26  by that means constitutes presence in person at the meeting.  
  8.27     (b) Subd. 3.  [PARTICIPATION IN MEETINGS BY MEANS OF REMOTE 
  8.28  COMMUNICATION.] A director may participate in a board 
  8.29  meeting not described in paragraph (a) by any means of 
  8.30  conference telephone or, if authorized by the board, by such 
  8.31  other means of remote communication, in each case through which 
  8.32  the director, other directors so participating, and all 
  8.33  directors physically present at the meeting may simultaneously 
  8.34  hear participate with each other during the meeting.  
  8.35  Participation in a meeting by that means constitutes presence in 
  8.36  person at the meeting.  
  9.1      Subd. 3. 4.  [CALLING MEETINGS; NOTICE.] Unless the 
  9.2   articles or bylaws provide for a different time period, a 
  9.3   director may call a board meeting by giving at least ten days' 
  9.4   notice or, in the case of organizational meetings pursuant to 
  9.5   section 302A.171, subdivision 2, at least three days' notice, to 
  9.6   all directors of the date, time, and place of the meeting.  The 
  9.7   notice need not state the purpose of the meeting unless the 
  9.8   articles or bylaws require it.  
  9.9      Subd. 4. 5.  [PREVIOUSLY SCHEDULED MEETINGS.] If the day or 
  9.10  date, time, and place of a board meeting have been provided in 
  9.11  the articles or bylaws, or announced at a previous meeting of 
  9.12  the board, no notice is required.  Notice of an adjourned 
  9.13  meeting need not be given other than by announcement at the 
  9.14  meeting at which adjournment is taken.  
  9.15     Subd. 5. 6.  [WAIVER OF NOTICE.] A director may waive 
  9.16  notice of a meeting of the board.  A waiver of notice by a 
  9.17  director entitled to notice is effective whether given before, 
  9.18  at, or after the meeting, and whether given in writing, orally, 
  9.19  or by attendance.  Attendance by a director at a meeting is a 
  9.20  waiver of notice of that meeting, except where the director 
  9.21  objects at the beginning of the meeting to the transaction of 
  9.22  business because the meeting is not lawfully called or convened 
  9.23  and does not participate thereafter in the meeting.  
  9.24     Sec. 15.  Minnesota Statutes 2000, section 302A.239, 
  9.25  subdivision 1, is amended to read: 
  9.26     Subdivision 1.  [METHOD.] An action required or permitted 
  9.27  to be taken at a board meeting may be taken by written action 
  9.28  signed, or consented to by authenticated electronic 
  9.29  communication, by all of the directors.  If the articles so 
  9.30  provide, any action, other than an action requiring shareholder 
  9.31  approval, may be taken by written action signed, or consented to 
  9.32  by authenticated electronic communication, by the number of 
  9.33  directors that would be required to take the same action at a 
  9.34  meeting of the board at which all directors were present. 
  9.35     Sec. 16.  Minnesota Statutes 2000, section 302A.239, 
  9.36  subdivision 2, is amended to read: 
 10.1      Subd. 2.  [EFFECTIVE TIME.] The written action is effective 
 10.2   when signed, or consented to by authenticated electronic 
 10.3   communication, by the required number of directors, unless a 
 10.4   different effective time is provided in the written action.  
 10.5      Sec. 17.  Minnesota Statutes 2000, section 302A.431, 
 10.6   subdivision 3, is amended to read: 
 10.7      Subd. 3.  [TIME; PLACE.] A regular meeting, if any, shall 
 10.8   be held on the day or date and at the time and place fixed by, 
 10.9   or in a manner authorized by, the articles or bylaws, except 
 10.10  that a meeting called by or at the demand of a shareholder 
 10.11  pursuant to subdivision 2 shall be held in the county where the 
 10.12  principal executive office of the corporation is located.  To 
 10.13  the extent authorized in the articles or bylaws, the board of 
 10.14  directors may determine that a regular meeting of the 
 10.15  shareholders shall be held solely by means of remote 
 10.16  communication in accordance with section 302A.436, subdivision 2.
 10.17     Sec. 18.  Minnesota Statutes 2000, section 302A.433, 
 10.18  subdivision 3, is amended to read: 
 10.19     Subd. 3.  [TIME; PLACE.] Special meetings shall be held on 
 10.20  the date and at the time and place fixed by the chief executive 
 10.21  officer, the chief financial officer, the board, or a person 
 10.22  authorized by the articles or bylaws to call a meeting, except 
 10.23  that a special meeting called by or at the demand of a 
 10.24  shareholder or shareholders pursuant to subdivision 2 shall be 
 10.25  held in the county where the principal executive office is 
 10.26  located.  To the extent authorized in the articles or bylaws, 
 10.27  the board of directors may determine that a special meeting of 
 10.28  the shareholders shall be held solely by means of remote 
 10.29  communication in accordance with section 302A.436, subdivision 2.
 10.30     Sec. 19.  Minnesota Statutes 2000, section 302A.436, is 
 10.31  amended to read: 
 10.32     302A.436 [ELECTRONIC REMOTE COMMUNICATIONS FOR SHAREHOLDER 
 10.33  MEETINGS.] 
 10.34     Subdivision 1.  [ELECTRONIC CONFERENCES CONSTRUCTION AND 
 10.35  APPLICATION.] If and This section shall be construed and applied 
 10.36  to: 
 11.1      (1) facilitate remote communication consistent with other 
 11.2   applicable law; and 
 11.3      (2) be consistent with reasonable practices concerning 
 11.4   remote communication and with the continued expansion of those 
 11.5   practices. 
 11.6      Subd. 2.  [SHAREHOLDER MEETINGS HELD SOLELY BY MEANS OF 
 11.7   REMOTE COMMUNICATION.] To the extent authorized in the articles 
 11.8   or bylaws or and determined by the board of a closely held 
 11.9   corporation, a conference among regular or special meeting of 
 11.10  shareholders may be held solely by any combination of means of 
 11.11  remote communication through which the shareholders may 
 11.12  simultaneously hear each other during participate in the 
 11.13  conference constitutes a regular or special meeting of 
 11.14  shareholders, if the same notice of the meeting is given of the 
 11.15  conference to every holder of shares entitled to vote as would 
 11.16  be required by this chapter for a meeting, and if the number of 
 11.17  shares held by the shareholders participating in the conference 
 11.18  meeting would be sufficient to constitute a quorum at a 
 11.19  meeting.  Participation in a conference by a shareholder by that 
 11.20  means constitutes presence at the meeting in person or by proxy 
 11.21  if all the other requirements of section 302A.449 are met. 
 11.22     Subd. 2 3.  [PARTICIPATION IN SHAREHOLDER MEETINGS BY 
 11.23  ELECTRONIC MEANS OF REMOTE COMMUNICATION.] If and To the extent 
 11.24  authorized in the articles or bylaws or and determined by the 
 11.25  board of a closely held corporation, a shareholder may 
 11.26  participate in not physically present in person or by proxy at a 
 11.27  regular or special meeting of shareholders not described in 
 11.28  subdivision 1 by any means of communication through which the 
 11.29  shareholder, other shareholders so participating, and all 
 11.30  shareholders physically present at the meeting may 
 11.31  simultaneously hear each other during the meeting may, by means 
 11.32  of remote communication, participate in a meeting of 
 11.33  shareholders held at a designated place.  Participation in a 
 11.34  meeting by a shareholder by that means constitutes presence at 
 11.35  the meeting in person or by proxy if all the other requirements 
 11.36  of section 302A.449 are met. 
 12.1      Subd. 3 4.  [REQUIREMENTS FOR MEETINGS HELD SOLELY BY MEANS 
 12.2   OF REMOTE COMMUNICATION AND FOR PARTICIPATION IN MEETINGS BY 
 12.3   ELECTRONIC MEANS OF REMOTE COMMUNICATION.] In any meeting of 
 12.4   shareholders held solely by means of remote communication under 
 12.5   subdivision 2 or in any meeting of shareholders held at a 
 12.6   designated place in which one or more shareholders participate 
 12.7   by means of remote communication under subdivision 3: 
 12.8      (1) the corporation shall implement reasonable measures to 
 12.9   verify that each person deemed present and entitled to vote at 
 12.10  the meeting by means of remote communication is a shareholder; 
 12.11  and 
 12.12     (2) the corporation shall implement reasonable measures to 
 12.13  provide each shareholder participating by means of remote 
 12.14  communication with a reasonable opportunity to participate in 
 12.15  the meeting, including an opportunity to: 
 12.16     (i) read or hear the proceedings of the meeting 
 12.17  substantially concurrently with those proceedings; 
 12.18     (ii) if allowed by the procedures governing the meeting, 
 12.19  have the shareholder's remarks heard or read by other 
 12.20  participants in the meeting substantially concurrently with the 
 12.21  making of those remarks; and 
 12.22     (iii) if otherwise entitled, vote on matters submitted to 
 12.23  the shareholders. 
 12.24     Subd. 5.  [NOTICE TO SHAREHOLDERS.] (a) Any notice to 
 12.25  shareholders given by the corporation under any provision of 
 12.26  this chapter, the articles, or the bylaws by a form of 
 12.27  electronic communication consented to by the shareholder to whom 
 12.28  the notice is given is effective when given.  The notice is 
 12.29  deemed given: 
 12.30     (1) if by facsimile communication, when directed to a 
 12.31  telephone number at which the shareholder has consented to 
 12.32  receive notice; 
 12.33     (2) if by electronic mail, when directed to an electronic 
 12.34  mail address at which the shareholder has consented to receive 
 12.35  notice; 
 12.36     (3) if by a posting on an electronic network on which the 
 13.1   shareholder has consented to receive notice, together with 
 13.2   separate notice to the shareholder of the specific posting, upon 
 13.3   the later of: 
 13.4      (i) the posting; and 
 13.5      (ii) the giving of the separate notice; and 
 13.6      (4) if by any other form of electronic communication by 
 13.7   which the shareholder has consented to receive notice, when 
 13.8   directed to the shareholder. 
 13.9   An affidavit of the secretary, other authorized officer, or 
 13.10  authorized agent of the corporation, that the notice has been 
 13.11  given by a form of electronic communication is, in the absence 
 13.12  of fraud, prima facie evidence of the facts stated in the 
 13.13  affidavit. 
 13.14     (b) Consent by a shareholder to notice given by electronic 
 13.15  communication may be given in writing or by authenticated 
 13.16  electronic communication.  The corporation is entitled to rely 
 13.17  on any consent so given until revoked by the shareholder, 
 13.18  provided that no revocation affects the validity of any notice 
 13.19  given before receipt by the corporation of revocation of the 
 13.20  consent. 
 13.21     Subd. 6.  [REVOCATION.] Any ballot, vote, authorization, or 
 13.22  consent submitted by electronic communication under this chapter 
 13.23  may be revoked by the shareholder submitting the ballot, vote, 
 13.24  authorization, or consent so long as the revocation is received 
 13.25  by an officer of the corporation at or before the meeting or 
 13.26  before an action without a meeting is effective according to 
 13.27  section 302A.441. 
 13.28     Subd. 7.  [WAIVER.] Waiver of notice by a shareholder of a 
 13.29  meeting by means of authenticated electronic communication 
 13.30  described in subdivisions 1 and 2 may be given in the manner 
 13.31  provided in section 302A.435, subdivision 4.  Participation in a 
 13.32  meeting by means of remote communication described in 
 13.33  subdivisions 1 and 2 and 3 is a waiver of notice of that 
 13.34  meeting, except where the shareholder objects at the beginning 
 13.35  of the meeting to the transaction of business because the 
 13.36  meeting is not lawfully called or convened, or objects before a 
 14.1   vote on an item of business because the item may not lawfully be 
 14.2   considered at the meeting and does not participate in the 
 14.3   consideration of the item at that meeting. 
 14.4      Sec. 20.  Minnesota Statutes 2000, section 302A.441, is 
 14.5   amended to read: 
 14.6      302A.441 [ACTION WITHOUT A MEETING.] 
 14.7      An action required or permitted to be taken at a meeting of 
 14.8   the shareholders may be taken without a meeting by written 
 14.9   action signed, or consented to by authenticated electronic 
 14.10  communication, by all of the shareholders entitled to vote on 
 14.11  that action.  The written action is effective when it has been 
 14.12  signed, or consented to by authenticated electronic 
 14.13  communication, by all of those shareholders, unless a different 
 14.14  effective time is provided in the written action.  
 14.15     Sec. 21.  Minnesota Statutes 2000, section 302A.449, 
 14.16  subdivision 1, is amended to read: 
 14.17     Subdivision 1.  [AUTHORIZATION.] (a) A shareholder may cast 
 14.18  or authorize the casting of a vote by (1) filing a written 
 14.19  appointment of a proxy, signed by the shareholder, with an 
 14.20  officer of the corporation at or before the meeting at which the 
 14.21  appointment is to be effective, or (2) by telephonic 
 14.22  transmission or authenticated electronic communication, whether 
 14.23  or not accompanied by written instructions of the shareholder, 
 14.24  of an appointment of a proxy with the corporation or the 
 14.25  corporation's duly authorized agent at or before the meeting at 
 14.26  which the appointment is to be effective.  In addition, a 
 14.27  shareholder of a publicly held corporation may cast or authorize 
 14.28  the casting of a vote by a proxy by transmitting to the 
 14.29  corporation or the corporation's duly authorized agent before 
 14.30  the meeting, an appointment of a proxy by means of a telegram, 
 14.31  cablegram, or any other form of electronic transmission, 
 14.32  including telephonic transmission, whether or not accompanied by 
 14.33  written instructions of the shareholder.  The telephonic 
 14.34  transmission or authenticated electronic 
 14.35  transmission communication must set forth or be submitted with 
 14.36  information from which it can be determined that the appointment 
 15.1   was authorized by the shareholder.  If it is determined 
 15.2   reasonably concluded that a telegram, cablegram, or other 
 15.3   electronic the telephonic transmission or authenticated 
 15.4   electronic communication is valid, the inspectors of election 
 15.5   or, if there are no inspectors, the other persons making that 
 15.6   determination shall specify the information upon which they 
 15.7   relied to make that determination.  A proxy so appointed may 
 15.8   vote on behalf of the shareholder, or otherwise participate, in 
 15.9   a meeting by remote communication according to section 302A.436 
 15.10  to the extent the shareholder appointing the proxy would have 
 15.11  been entitled to participate by remote communication according 
 15.12  to section 302A.436 if the shareholder did not appoint the proxy.
 15.13     (b) A copy, facsimile telecommunication, or other 
 15.14  reproduction of the original writing or transmission may be 
 15.15  substituted or used in lieu of the original writing or 
 15.16  transmission for any purpose for which the original writing or 
 15.17  transmission could be used, provided that the copy, facsimile 
 15.18  telecommunication, or other reproduction is a complete and 
 15.19  legible reproduction of the entire original writing or 
 15.20  transmission.  
 15.21     (c) An appointment of a proxy for shares held jointly by 
 15.22  two or more shareholders is valid if signed or otherwise 
 15.23  authorized consented to by authenticated electronic 
 15.24  communication by any one of them, unless the corporation 
 15.25  receives from any one of those shareholders written notice or 
 15.26  authenticated electronic communication either denying the 
 15.27  authority of that person to appoint a proxy or appointing a 
 15.28  different proxy.  
 15.29     Sec. 22.  Minnesota Statutes 2000, section 302A.471, 
 15.30  subdivision 1, is amended to read: 
 15.31     Subdivision 1.  [ACTIONS CREATING RIGHTS.] A shareholder of 
 15.32  a corporation may dissent from, and obtain payment for the fair 
 15.33  value of the shareholder's shares in the event of, any of the 
 15.34  following corporate actions:  
 15.35     (a) an amendment of the articles that materially and 
 15.36  adversely affects the rights or preferences of the shares of the 
 16.1   dissenting shareholder in that it:  
 16.2      (1) alters or abolishes a preferential right of the shares; 
 16.3      (2) creates, alters, or abolishes a right in respect of the 
 16.4   redemption of the shares, including a provision respecting a 
 16.5   sinking fund for the redemption or repurchase of the shares; 
 16.6      (3) alters or abolishes a preemptive right of the holder of 
 16.7   the shares to acquire shares, securities other than shares, or 
 16.8   rights to purchase shares or securities other than shares; 
 16.9      (4) excludes or limits the right of a shareholder to vote 
 16.10  on a matter, or to cumulate votes, except as the right may be 
 16.11  excluded or limited through the authorization or issuance of 
 16.12  securities of an existing or new class or series with similar or 
 16.13  different voting rights; except that an amendment to the 
 16.14  articles of an issuing public corporation that provides that 
 16.15  section 302A.671 does not apply to a control share acquisition 
 16.16  does not give rise to the right to obtain payment under this 
 16.17  section; 
 16.18     (b) a sale, lease, transfer, or other disposition of all or 
 16.19  substantially all of the property and assets of the corporation, 
 16.20  but not including a transaction permitted without shareholder 
 16.21  approval in section 302A.661, subdivision 1, or a disposition in 
 16.22  dissolution described in section 302A.725, subdivision 2, or a 
 16.23  disposition pursuant to an order of a court, or a disposition 
 16.24  for cash on terms requiring that all or substantially all of the 
 16.25  net proceeds of disposition be distributed to the shareholders 
 16.26  in accordance with their respective interests within one year 
 16.27  after the date of disposition; 
 16.28     (c) a plan of merger, whether under this chapter or under 
 16.29  chapter 322B, to which the corporation is a constituent 
 16.30  organization, except as provided in subdivision 3, and except 
 16.31  for a plan of merger adopted under section 302A.626; 
 16.32     (d) a plan of exchange, whether under this chapter or under 
 16.33  chapter 322B, to which the corporation is a party as the 
 16.34  corporation whose shares will be acquired by the acquiring 
 16.35  corporation, except as provided in subdivision 3; or 
 16.36     (e) a plan of conversion adopted by the corporation; or 
 17.1      (f) any other corporate action taken pursuant to a 
 17.2   shareholder vote with respect to which the articles, the bylaws, 
 17.3   or a resolution approved by the board directs that dissenting 
 17.4   shareholders may obtain payment for their shares. 
 17.5      Sec. 23.  Minnesota Statutes 2000, section 302A.621, 
 17.6   subdivision 1, is amended to read: 
 17.7      Subdivision 1.  [WHEN AUTHORIZED; CONTENTS OF PLAN.] A 
 17.8   parent owning at least 90 percent of the outstanding shares of 
 17.9   each class and series of a subsidiary directly, or indirectly 
 17.10  through related corporations organizations, other than classes 
 17.11  or series that, absent this section, would otherwise not be 
 17.12  entitled to vote on the merger, may merge the subsidiary into 
 17.13  itself or into any other subsidiary at least 90 percent of the 
 17.14  outstanding shares of each class and series of which is owned by 
 17.15  the parent directly, or indirectly through related corporations 
 17.16  organizations, other than classes or series that, absent this 
 17.17  section, would otherwise not be entitled to vote on the merger, 
 17.18  without a vote of the shareholders of itself or any subsidiary 
 17.19  or may merge itself, or itself and one or more of the 
 17.20  subsidiaries, into one of the subsidiaries under this section.  
 17.21  A resolution approved by the affirmative vote of a majority of 
 17.22  the directors of the parent present shall set forth a plan of 
 17.23  merger that contains:  
 17.24     (a) (1) the name of the subsidiary or subsidiaries, the 
 17.25  name of the parent and the name of the surviving corporation; 
 17.26     (b) (2) the manner and basis of converting the shares of 
 17.27  the subsidiary or subsidiaries or parent into securities of the 
 17.28  parent, subsidiary, or of another corporation or, in whole or in 
 17.29  part, into money or other property; 
 17.30     (c) (3) if the parent is a constituent corporation but is 
 17.31  not the surviving corporation in the merger, a provision for the 
 17.32  pro rata issuance of shares of the surviving corporation to the 
 17.33  holders of shares of the parent on surrender of any certificates 
 17.34  for shares of the parent; and 
 17.35     (d) (4) if the surviving corporation is a subsidiary, a 
 17.36  statement of any amendments to the articles of the surviving 
 18.1   corporation that will be part of the merger.  
 18.2      If the parent is a constituent corporation and the 
 18.3   surviving corporation in the merger, it may change its corporate 
 18.4   name, without a vote of its shareholders, by the inclusion of a 
 18.5   provision to that effect in the resolution of merger setting 
 18.6   forth the plan of merger that is approved by the affirmative 
 18.7   vote of a majority of the directors of the parent present.  Upon 
 18.8   the effective date of the merger, the name of the parent shall 
 18.9   be changed. 
 18.10     If the parent is a constituent corporation but is not the 
 18.11  surviving corporation in the merger, the resolution is not 
 18.12  effective unless it is also approved by the affirmative vote of 
 18.13  the holders of a majority of the voting power of all shares of 
 18.14  the parent entitled to vote at a regular or special meeting held 
 18.15  in accordance with section 302A.613 if the parent is a domestic 
 18.16  corporation or in accordance with the laws under which it is 
 18.17  incorporated if the parent is a foreign corporation. 
 18.18     Sec. 24.  Minnesota Statutes 2000, section 302A.621, 
 18.19  subdivision 2, is amended to read: 
 18.20     Subd. 2.  [NOTICE TO SHAREHOLDERS OF SUBSIDIARY.] Notice of 
 18.21  the action, including a copy of the plan of merger, shall be 
 18.22  mailed given to each shareholder, other than the parent and any 
 18.23  subsidiary, of each subsidiary that is a constituent corporation 
 18.24  in the merger before, or within ten days after, the effective 
 18.25  date of the merger.  
 18.26     Sec. 25.  Minnesota Statutes 2000, section 302A.621, 
 18.27  subdivision 3, is amended to read: 
 18.28     Subd. 3.  [ARTICLES OF MERGER; CONTENTS OF ARTICLES.] 
 18.29  Articles of merger shall be prepared that contain:  
 18.30     (a) (1) the plan of merger; 
 18.31     (b) (2) the number of outstanding shares of each class and 
 18.32  series of each subsidiary that is a constituent corporation in 
 18.33  the merger, other than the classes or series that, absent this 
 18.34  section, would otherwise not be entitled to vote on the merger, 
 18.35  and the number of shares of each class and series of the 
 18.36  subsidiary or subsidiaries, other than classes or series that, 
 19.1   absent this section, would otherwise not be entitled to vote on 
 19.2   the merger, owned by the parent directly, or indirectly through 
 19.3   related corporations organizations; and 
 19.4      (c) The date a copy of the plan of merger was mailed to 
 19.5   shareholders, other than the parent or a subsidiary, of each 
 19.6   subsidiary that is a constituent corporation in the merger; and 
 19.7      (d) (3) a statement that the plan of merger has been 
 19.8   approved by the parent under this section.  
 19.9      Sec. 26.  Minnesota Statutes 2000, section 302A.621, 
 19.10  subdivision 4, is amended to read: 
 19.11     Subd. 4.  [ARTICLES SIGNED, FILED.] Within 30 days after a 
 19.12  copy of the plan of merger is mailed to shareholders of each 
 19.13  subsidiary that is a constituent corporation to the merger, or 
 19.14  upon waiver of the mailing by the holders of all outstanding 
 19.15  shares of each subsidiary that is a constituent corporation to 
 19.16  the merger, The articles of merger shall be signed on behalf of 
 19.17  the parent and filed with the secretary of state.  
 19.18     Sec. 27.  [302A.626] [MERGER TO EFFECT A HOLDING COMPANY 
 19.19  REORGANIZATION.] 
 19.20     Subdivision 1.  [DEFINITIONS.] (a) For purposes of this 
 19.21  section, the terms defined in this subdivision have the meanings 
 19.22  given them. 
 19.23     (b) "Holding company" means the corporation that is or 
 19.24  becomes the direct parent of the surviving corporation of a 
 19.25  merger accomplished under this section. 
 19.26     (c) "Parent constituent corporation" means the parent that 
 19.27  merges with or into the subsidiary constituent corporation. 
 19.28     (d) "Subsidiary constituent corporation" means the 
 19.29  subsidiary that the parent constituent corporation merges with 
 19.30  or into in the merger. 
 19.31     Subd. 2.  [AUTHORIZATION.] Unless its articles expressly 
 19.32  provide otherwise, and subject to subdivision 3, a parent 
 19.33  constituent corporation may merge with or into a subsidiary 
 19.34  constituent corporation without a vote of the shareholders of 
 19.35  the parent constituent corporation. 
 19.36     Subd. 3.  [REQUIREMENTS.] A merger may be accomplished 
 20.1   under this section only if each of the following requirements is 
 20.2   met: 
 20.3      (1) the holding company and the constituent corporations to 
 20.4   the merger are each organized under this chapter; 
 20.5      (2) at all times following the issuance of shares until the 
 20.6   consummation of a merger under this section, the holding company 
 20.7   was a direct wholly owned subsidiary of the parent constituent 
 20.8   corporation; 
 20.9      (3) immediately before the consummation of a merger under 
 20.10  this section, the subsidiary constituent corporation is an 
 20.11  indirect wholly owned subsidiary of the parent constituent 
 20.12  corporation and a direct wholly owned subsidiary of the holding 
 20.13  company; 
 20.14     (4) the parent constituent corporation and the subsidiary 
 20.15  constituent corporation are the only constituent corporations to 
 20.16  the merger; 
 20.17     (5) immediately after the merger becomes effective, the 
 20.18  surviving corporation becomes or remains a direct wholly owned 
 20.19  subsidiary of the holding company; 
 20.20     (6) each share or fraction of a share of the parent 
 20.21  constituent corporation outstanding immediately before the 
 20.22  effective time of the merger is converted in the merger into a 
 20.23  share or equal fraction of a share of the holding company having 
 20.24  the same designation and relative rights and preferences, and 
 20.25  the same restrictions thereon, as the share or fraction of a 
 20.26  share of the parent constituent corporation being converted in 
 20.27  the merger; 
 20.28     (7) the articles and bylaws of the holding company 
 20.29  immediately following the effective time of the merger contain 
 20.30  provisions identical to the articles and bylaws of the parent 
 20.31  constituent corporation immediately before the effective time of 
 20.32  the merger, other than provisions, if any, regarding the 
 20.33  incorporator or incorporators, the corporate name, the 
 20.34  registered office and agent, the initial board of directors, and 
 20.35  the initial subscribers for shares and the provisions contained 
 20.36  in any amendment to the articles of the parent constituent 
 21.1   corporation that were necessary to effect an exchange, 
 21.2   reclassification, or cancellation of shares, if the exchange, 
 21.3   reclassification, or cancellation has become effective; 
 21.4      (8) the articles and bylaws of the surviving corporation 
 21.5   immediately following the effective time of the merger are 
 21.6   identical to the articles and bylaws of the parent constituent 
 21.7   corporation immediately before the effective time of the merger, 
 21.8   other than provisions, if any, regarding the incorporator or 
 21.9   incorporators, the corporate name, the registered office and 
 21.10  agent, the initial board of directors, and the initial 
 21.11  subscribers for shares and the provisions contained in any 
 21.12  amendment to the articles of the parent constituent corporation 
 21.13  that were necessary to effect an exchange, reclassification, or 
 21.14  cancellation of shares, if the exchange, reclassification, or 
 21.15  cancellation has become effective, except that: 
 21.16     (i) the articles of the surviving corporation shall be 
 21.17  amended in the merger to contain a provision requiring that any 
 21.18  act or transaction by or involving the surviving corporation, 
 21.19  other than the election or removal of directors of the surviving 
 21.20  corporation, that requires for its adoption under this chapter 
 21.21  or its articles the approval of the shareholders of the 
 21.22  surviving corporation shall, by specific reference to this 
 21.23  section, require, in addition, the approval of the shareholders 
 21.24  of the holding company, or any successor by merger, by the same 
 21.25  vote as is required by this chapter and/or by the articles of 
 21.26  the surviving corporation; and 
 21.27     (ii) the articles of the surviving corporation may be 
 21.28  amended in the merger to reduce the number of classes, series, 
 21.29  and shares that the surviving corporation is authorized to 
 21.30  issue; 
 21.31     (9) the directors of the parent constituent corporation 
 21.32  become or remain the directors of the holding company 
 21.33  immediately after the merger becomes effective; 
 21.34     (10) the board of directors of the parent constituent 
 21.35  corporation determines that the shareholders of the parent 
 21.36  constituent corporation will not recognize gain or loss for 
 22.1   United States federal income tax purposes; and 
 22.2      (11) a resolution approved by the affirmative vote of a 
 22.3   majority of the directors of the parent constituent corporation 
 22.4   present sets forth a plan of merger that contains provisions 
 22.5   addressing the requirements of clauses (1) to (10). 
 22.6      Subd. 4.  [REMOVAL OF DIRECTORS OF SURVIVING 
 22.7   CORPORATION.] Neither subdivision 3, clause (8), item (i), nor 
 22.8   any provisions of the surviving corporation's articles required 
 22.9   by that item may be construed to require approval of the 
 22.10  shareholders of the holding company to elect or remove directors 
 22.11  of the surviving corporation. 
 22.12     Subd. 5.  [INTERACTION WITH CERTAIN OTHER SECTIONS.] To the 
 22.13  extent restrictions under section 302A.671 or 302A.673 applied 
 22.14  to the parent constituent corporation or any of its shareholders 
 22.15  at the effective time of the merger, those restrictions apply to 
 22.16  the holding company and its shareholders immediately after the 
 22.17  merger becomes effective as though the holding company were the 
 22.18  parent constituent corporation.  No shareholder who, immediately 
 22.19  before the merger becomes effective, was not an acquiring person 
 22.20  or an interested shareholder of the parent constituent 
 22.21  corporation shall, solely by reason of the merger, become an 
 22.22  acquiring person or interested shareholder of the holding 
 22.23  company. 
 22.24     Subd. 6.  [SHARE CERTIFICATES.] If the name of the holding 
 22.25  company at the time the merger takes effect is the same as the 
 22.26  name of the parent constituent corporation immediately before 
 22.27  that time, the shares of the holding company into which the 
 22.28  shares of the parent constituent corporation are converted in 
 22.29  the merger must, unless new certificates are issued, be 
 22.30  represented by the share certificates that previously 
 22.31  represented shares of the parent constituent corporation. 
 22.32     Subd. 7.  [ARTICLES OF MERGER; FILING WITH SECRETARY OF 
 22.33  STATE.] (a) Articles of merger must be prepared that contain: 
 22.34     (1) the plan of merger; and 
 22.35     (2) a statement that the plan of merger was adopted under 
 22.36  this section. 
 23.1      (b) The articles of merger must be signed on behalf of the 
 23.2   parent constituent corporation and filed with the secretary of 
 23.3   state. 
 23.4      Subd. 8.  [CERTIFICATE.] The secretary of state shall issue 
 23.5   a certificate of merger to the surviving corporation or its 
 23.6   legal representative. 
 23.7      Subd. 9.  [NONEXCLUSIVITY.] A merger between a parent and a 
 23.8   subsidiary may be accomplished under sections 302A.611, 
 23.9   302A.613, and 302A.615, or section 302A.621 instead of this 
 23.10  section, in which case this section does not apply. 
 23.11     Sec. 28.  Minnesota Statutes 2000, section 302A.673, 
 23.12  subdivision 1, is amended to read: 
 23.13     Subdivision 1.  [BUSINESS COMBINATION WITH INTERESTED 
 23.14  SHAREHOLDER; APPROVAL BY DIRECTORS.] (a) Notwithstanding 
 23.15  anything to the contrary contained in this chapter (except the 
 23.16  provisions of subdivision 3), an issuing public corporation may 
 23.17  not engage in any business combination, or vote, consent, or 
 23.18  otherwise act to authorize a subsidiary of the issuing public 
 23.19  corporation to engage in any business combination, with, with 
 23.20  respect to, proposed by or on behalf of, or pursuant to any 
 23.21  written or oral agreement, arrangement, relationship, 
 23.22  understanding, or otherwise with, any interested shareholder of 
 23.23  the issuing public corporation or any affiliate or associate of 
 23.24  the interested shareholder for a period of four years following 
 23.25  the interested shareholder's share acquisition date unless the 
 23.26  business combination or the acquisition of shares made by the 
 23.27  interested shareholder on the interested shareholder's share 
 23.28  acquisition date is approved before the interested shareholder's 
 23.29  share acquisition date, or on the share acquisition date but 
 23.30  prior to the interested shareholder's becoming an interested 
 23.31  shareholder on the share acquisition date, by a committee of the 
 23.32  board of the issuing public corporation formed in accordance 
 23.33  with paragraph (d). 
 23.34     (b) If a good faith definitive proposal regarding a 
 23.35  business combination is made in writing to the board of the 
 23.36  issuing public corporation, a committee of the board formed in 
 24.1   accordance with paragraph (d) shall consider and take action on 
 24.2   the proposal and respond in writing within 30 days after receipt 
 24.3   of the proposal by the issuing public corporation, setting forth 
 24.4   its decision regarding the proposal. 
 24.5      (c) If a good faith definitive proposal to acquire shares 
 24.6   is made in writing to the board of the issuing public 
 24.7   corporation, a committee of the board formed in accordance with 
 24.8   paragraph (d), shall consider and take action on the proposal 
 24.9   and respond in writing within 30 days after receipt of the 
 24.10  proposal by the issuing public corporation, setting forth its 
 24.11  decision regarding the proposal.  
 24.12     (d)(1) When a business combination or acquisition of shares 
 24.13  is proposed pursuant to this subdivision, the board shall 
 24.14  promptly form a committee composed solely of all of the board's 
 24.15  one or more disinterested directors.  The committee shall take 
 24.16  action on the proposal by the affirmative vote of a majority of 
 24.17  committee members.  No larger proportion or number of votes 
 24.18  shall be required.  Notwithstanding the provisions of section 
 24.19  302A.241, subdivision 1, the committee shall not be subject to 
 24.20  any direction or control by the board with respect to the 
 24.21  committee's consideration of, or any action concerning, a 
 24.22  business combination or acquisition of shares pursuant to this 
 24.23  section. 
 24.24     (2) A committee formed pursuant to this subdivision shall 
 24.25  be composed of one or more members.  Only disinterested 
 24.26  directors may be members of a committee formed pursuant to this 
 24.27  subdivision.  However, If the board has no disinterested 
 24.28  directors, the board shall select three or more disinterested 
 24.29  persons to be committee members.  Committee members are deemed 
 24.30  to be directors for purposes of sections 302A.251, 302A.255, and 
 24.31  302A.521. 
 24.32     (3) For purposes of this subdivision, a director or person 
 24.33  is "disinterested" if the director or person is neither an 
 24.34  officer nor an employee, nor has been an officer or employee 
 24.35  within five years preceding the formation of the committee 
 24.36  pursuant to this section, of the issuing public corporation, or 
 25.1   of a related organization. 
 25.2      Sec. 29.  [302A.681] [CONVERSION OF CORPORATIONS AND 
 25.3   LIMITED LIABILITY COMPANIES.] 
 25.4      Subdivision 1.  [CONVERSIONS AUTHORIZED.] A corporation may 
 25.5   become a domestic limited liability company, and a domestic 
 25.6   limited liability company may become a corporation, in each case 
 25.7   pursuant to a plan of conversion. 
 25.8      Subd. 2.  [CERTAIN DEFINITIONS.] (a) For purposes of 
 25.9   sections 302A.681 to 302A.691, the following terms have the 
 25.10  meanings given them. 
 25.11     (b) "Articles of organization" has the meaning given it in 
 25.12  section 322B.03, subdivision 6. 
 25.13     (c) "Board of governors" has the meaning given it in 
 25.14  section 322B.03, subdivision 7. 
 25.15     (d) "Class," when used with reference to membership 
 25.16  interests, has the meaning given it in section 322B.03, 
 25.17  subdivision 10. 
 25.18     (e) "Governor" has the meaning given it in section 322B.03, 
 25.19  subdivision 24. 
 25.20     (f) "Member" has the meaning given it in section 322B.03, 
 25.21  subdivision 30. 
 25.22     (g) "Membership interest" has the meaning given it in 
 25.23  section 322B.03, subdivision 31. 
 25.24     (h) "Series," when used with reference to membership 
 25.25  interests, has the meaning given it in section 322B.03, 
 25.26  subdivision 44. 
 25.27     Sec. 30.  [302A.683] [PLAN OF CONVERSION.] 
 25.28     A plan of conversion must contain: 
 25.29     (1) the name of the converting organization; 
 25.30     (2) the name of the converted organization; 
 25.31     (3) whether the converted organization is a corporation or 
 25.32  a limited liability company; 
 25.33     (4) the terms and conditions of the proposed conversion; 
 25.34     (5) the manner and basis of converting each ownership 
 25.35  interests in the converting organization into ownership 
 25.36  interests in the converted organization or, in whole or in part, 
 26.1   into money or other property; 
 26.2      (6) a copy of the proposed articles of incorporation or 
 26.3   articles of organization of the converted organization; and 
 26.4      (7) any other provisions with respect to the proposed 
 26.5   conversion that are deemed necessary or desirable. 
 26.6      Sec. 31.  [302A.685] [PLAN APPROVAL.] 
 26.7      Subdivision 1.  [BOARD APPROVAL; NOTICE TO OWNERS.] A 
 26.8   resolution containing the plan of conversion must be approved by 
 26.9   the affirmative vote of a majority of the directors or governors 
 26.10  present at a meeting of the board of directors or the board of 
 26.11  governors of the converting organization and must then be 
 26.12  submitted at a regular or a special meeting to the owners of the 
 26.13  converting organization.  Written notice must be given to every 
 26.14  owner of the converting organization, whether or not entitled to 
 26.15  vote at the meeting, not less than 14 days nor more than 60 days 
 26.16  before the meeting, in the manner provided in section 302A.435 
 26.17  for notice of a meeting of shareholders or in the manner 
 26.18  provided in section 322B.34 for notice of a meeting of members.  
 26.19  The written notice must state that a purpose of the meeting is 
 26.20  to consider the proposed plan of conversion.  A copy or short 
 26.21  description of the plan of conversion must be included in or 
 26.22  enclosed with the notice. 
 26.23     Subd. 2.  [APPROVAL BY OWNERS.] At the meeting, a vote of 
 26.24  the owners must be taken on the proposed plan.  The plan of 
 26.25  conversion is adopted when approved by the affirmative vote of 
 26.26  the holders of a majority of the voting power of all shares or 
 26.27  membership interests entitled to vote.  A class or series of 
 26.28  shares or membership interests is entitled to vote as a class or 
 26.29  series on the approval of the plan. 
 26.30     Sec. 32.  [302A.687] [ARTICLES OF CONVERSION.] 
 26.31     Subdivision 1.  [CONTENTS OF ARTICLES.] Upon receiving the 
 26.32  approval required by section 302A.685, articles of conversion 
 26.33  must be prepared that contain: 
 26.34     (1) the plan of conversion; 
 26.35     (2) the name of the converting organization immediately 
 26.36  before the filing of the articles of conversion and the name to 
 27.1   which the name of the converting organization is to be changed, 
 27.2   which must be a name that satisfies the laws applicable to the 
 27.3   converted organization; 
 27.4      (3) the type of organization that the converted 
 27.5   organization will be; 
 27.6      (4) a statement that the plan of conversion has been 
 27.7   approved by the converting organization under section 302A.685; 
 27.8   and 
 27.9      (5) a copy of the articles of incorporation or the articles 
 27.10  of organization of the converted organization. 
 27.11     Subd. 2.  [ARTICLES SIGNED, FILED.] The articles of 
 27.12  conversion must be signed on behalf of the converting 
 27.13  organization and filed with the secretary of state.  Filing of 
 27.14  the articles of conversion is deemed to be a filing with the 
 27.15  secretary of state of the articles of incorporation or the 
 27.16  articles of organization of the converted organization. 
 27.17     Subd. 3.  [CERTIFICATE.] The secretary of state shall issue 
 27.18  a certificate of conversion and a certificate of incorporation 
 27.19  or a certificate of organization to the converted organization 
 27.20  or its legal representative. 
 27.21     Sec. 33.  [302A.689] [ABANDONMENT OF CONVERSION.] 
 27.22     Subdivision 1.  [BY SHAREHOLDERS OR PLAN.] After a plan of 
 27.23  conversion has been approved by the owners entitled to vote on 
 27.24  the approval of the plan as provided in section 302A.685, and 
 27.25  before the effective date of the plan, it may be abandoned: 
 27.26     (1) if the owners of the converting organization entitled 
 27.27  to vote on the approval of the plan as provided in section 
 27.28  302A.685 have approved the abandonment at a meeting by the 
 27.29  affirmative vote of the holders of a majority of the voting 
 27.30  power of the shares or membership interests entitled to vote; 
 27.31     (2) if the plan itself provides for abandonment and all 
 27.32  conditions for abandonment set forth in the plan are met; or 
 27.33     (3) pursuant to subdivision 2. 
 27.34     Subd. 2.  [BY BOARD.] A plan of conversion may be 
 27.35  abandoned, before the effective date of the plan, by a 
 27.36  resolution of the board of directors or the board of governors 
 28.1   of the converting organization abandoning the plan of conversion 
 28.2   approved by the affirmative vote of a majority of the directors 
 28.3   or governors present. 
 28.4      Subd. 3.  [FILING OF ARTICLES.] If articles of conversion 
 28.5   have been filed with the secretary of state, but have not yet 
 28.6   become effective, the converting organization shall file with 
 28.7   the secretary of state articles of abandonment that contain: 
 28.8      (1) the name of the converting organization; 
 28.9      (2) the provision of this section under which the plan is 
 28.10  abandoned; and 
 28.11     (3) if the plan is abandoned under subdivision 2, the text 
 28.12  of the resolution abandoning the plan. 
 28.13     Sec. 34.  [302A.691] [EFFECTIVE DATE OR TIME OF CONVERSION; 
 28.14  EFFECT.] 
 28.15     Subdivision 1.  [EFFECTIVE DATE OR TIME.] A conversion is 
 28.16  effective when the articles of conversion are filed with the 
 28.17  secretary of state or on a later date or at a later time 
 28.18  specified in the articles of conversion. 
 28.19     Subd. 2.  [EFFECT ON ORGANIZATION.] (a) A converted 
 28.20  organization is for all purposes the same organization as the 
 28.21  converting organization, having been incorporated or organized 
 28.22  on the date that the converting organization was originally 
 28.23  incorporated or organized. 
 28.24     (b) When a conversion becomes effective: 
 28.25     (1) if the converted organization is a corporation, the 
 28.26  converted organization has all the rights, privileges, 
 28.27  immunities, and powers, and is subject to all the duties and 
 28.28  liabilities, of a corporation incorporated under this chapter; 
 28.29     (2) if the converted organization is a limited liability 
 28.30  company, the converted organization has all the rights, 
 28.31  privileges, immunities, and powers, and is subject to all the 
 28.32  duties and liabilities, of a limited liability company organized 
 28.33  under chapter 322B; 
 28.34     (3) all property owned by the converting organization 
 28.35  remains vested in the converted organization; 
 28.36     (4) all debts, liabilities, and other obligations of the 
 29.1   converting organization continue as obligations of the converted 
 29.2   organization; 
 29.3      (5) an action or proceeding pending by or against the 
 29.4   converting organization may be continued as if the conversion 
 29.5   had not occurred; and 
 29.6      (6) all rights, privileges, immunities, and powers of the 
 29.7   converting organization remain vested in the converted 
 29.8   organization. 
 29.9      Subd. 3.  [EFFECT ON SHAREHOLDERS OR MEMBERS.] When a 
 29.10  conversion becomes effective, each share or membership interest 
 29.11  in the converting organization is deemed to be converted into a 
 29.12  share or membership interest in the converted organization or, 
 29.13  in whole or in part, into money or other property to be received 
 29.14  under the plan by the shareholders or the members, subject to 
 29.15  any dissenters' rights under section 302A.471, in the case of 
 29.16  shareholders of the converting organization, or section 
 29.17  322B.383, in the case of members of the converting organization. 
 29.18     Sec. 35.  Minnesota Statutes 2000, section 302A.734, is 
 29.19  amended to read: 
 29.20     302A.734 [EFFECTIVE DATE OF DISSOLUTION; CERTIFICATE.] 
 29.21     Subdivision 1.  [EFFECTIVE DATE.] When the articles of 
 29.22  dissolution have been filed with the secretary of state, or on a 
 29.23  later date or a later time each within 30 days after filing if 
 29.24  the articles of dissolution so provide, the corporation is 
 29.25  dissolved. 
 29.26     Subd. 2.  [CERTIFICATE.] The secretary of state shall issue 
 29.27  to the dissolved corporation or its legal representative a 
 29.28  certificate of dissolution that contains: 
 29.29     (1) the name of the corporation; 
 29.30     (2) the date and time the articles of dissolution were 
 29.31  filed with the secretary of state is effective; and 
 29.32     (3) a statement that the corporation is dissolved at the 
 29.33  effective date and time of the dissolution. 
 29.34     Sec. 36.  Minnesota Statutes 2000, section 322B.383, 
 29.35  subdivision 1, is amended to read: 
 29.36     Subdivision 1.  [ACTIONS CREATING DISSENTERS' RIGHTS.] 
 30.1   Subject to a member control agreement under section 322B.37, a 
 30.2   member of a limited liability company may dissent from, and 
 30.3   obtain payment for the fair value of the member's membership 
 30.4   interests in the event of, any of the following limited 
 30.5   liability company actions:  
 30.6      (1) an amendment of the articles of organization, but not 
 30.7   an amendment to a member control agreement, which materially and 
 30.8   adversely affects the rights or preferences of the membership 
 30.9   interests of the dissenting member in that it:  
 30.10     (i) alters or abolishes a preferential right of the 
 30.11  membership interests; 
 30.12     (ii) creates, alters, or abolishes a right in respect of 
 30.13  the redemption of the membership interests, including a 
 30.14  provision respecting a sinking fund for the redemption or 
 30.15  repurchase of the membership interests; 
 30.16     (iii) alters or abolishes a preemptive right of the owner 
 30.17  of the membership interests to make a contribution; 
 30.18     (iv) excludes or limits the right of a member to vote on a 
 30.19  matter, or to cumulate votes, except as the right may be 
 30.20  excluded or limited through the acceptance of contributions or 
 30.21  the making of contribution agreements pertaining to membership 
 30.22  interests with similar or different voting rights; 
 30.23     (v) changes a member's right to resign or retire; 
 30.24     (vi) establishes or changes the conditions for or 
 30.25  consequences of expulsion; 
 30.26     (2) a sale, lease, transfer, or other disposition of all or 
 30.27  substantially all of the property and assets of the limited 
 30.28  liability company, but not including a transaction permitted 
 30.29  without member approval in section 322B.77, subdivision 1, or a 
 30.30  disposition in dissolution described in section 322B.813, 
 30.31  subdivision 4, or a disposition pursuant to an order of a court, 
 30.32  or a disposition for cash on terms requiring that all or 
 30.33  substantially all of the net proceeds of disposition be 
 30.34  distributed to the members in accordance with their respective 
 30.35  membership interests within one year after the date of 
 30.36  disposition; 
 31.1      (3) a plan of merger to which the limited liability company 
 31.2   is a constituent organization; 
 31.3      (4) a plan of exchange to which the limited liability 
 31.4   company is a party as the organization whose ownership interests 
 31.5   will be acquired by the acquiring organization, if the 
 31.6   membership interests being acquired are entitled to be voted on 
 31.7   the plan; or 
 31.8      (5) a plan of conversion under section 302A.683; or 
 31.9      (6) any other limited liability company action taken 
 31.10  pursuant to a member vote with respect to which the articles of 
 31.11  organization, a member control agreement, the bylaws, or a 
 31.12  resolution approved by the board of governors directs that 
 31.13  dissenting members may obtain payment for their membership 
 31.14  interests. 
 31.15     Sec. 37.  [322B.78] [CONVERSION.] 
 31.16     A domestic limited liability company may convert to a 
 31.17  domestic corporation according to sections 302A.681 to 302A.691. 
 31.18                             ARTICLE 2 
 31.19                    LIMITED LIABILITY COMPANIES 
 31.20     Section 1.  Minnesota Statutes 2000, section 322B.03, is 
 31.21  amended by adding a subdivision to read: 
 31.22     Subd. 6a.  [AUTHENTICATED.] "Authenticated" means, with 
 31.23  respect to an electronic communication, that the communication 
 31.24  is delivered to the principal place of business of the limited 
 31.25  liability company, or to a manager or agent of the limited 
 31.26  liability company authorized by the limited liability company to 
 31.27  receive the communication, and that the communication sets forth 
 31.28  information from which the limited liability company can 
 31.29  reasonably conclude that the communication was sent by the 
 31.30  purported sender. 
 31.31     Sec. 2.  Minnesota Statutes 2000, section 322B.03, is 
 31.32  amended by adding a subdivision to read: 
 31.33     Subd. 17b.  [ELECTRONIC COMMUNICATION.] "Electronic 
 31.34  communication" means any form of communication, not directly 
 31.35  involving the physical transmission of paper, that creates a 
 31.36  record that may be retained, retrieved, and reviewed by a 
 32.1   recipient of the communication, and that may be directly 
 32.2   reproduced in paper form by the recipient through an automated 
 32.3   process. 
 32.4      Sec. 3.  Minnesota Statutes 2000, section 322B.03, 
 32.5   subdivision 36a, is amended to read: 
 32.6      Subd. 36a.  [PARENT.] "Parent" of a specified limited 
 32.7   liability company means a limited liability company or a 
 32.8   corporation that directly or indirectly through related 
 32.9   organizations owns more than 50 percent of the voting power of 
 32.10  the membership interests entitled to vote for governors of the 
 32.11  specified limited liability company. 
 32.12     Sec. 4.  Minnesota Statutes 2000, section 322B.03, is 
 32.13  amended by adding a subdivision to read: 
 32.14     Subd. 41a.  [REMOTE COMMUNICATION.] "Remote communication" 
 32.15  means communication via electronic communication, conference 
 32.16  telephone, video conference, the Internet, or such other means 
 32.17  by which persons not physically present in the same location may 
 32.18  communicate with each other on a substantially simultaneous 
 32.19  basis. 
 32.20     Sec. 5.  Minnesota Statutes 2000, section 322B.03, 
 32.21  subdivision 45a, is amended to read: 
 32.22     Subd. 45a.  [SUBSIDIARY.] "Subsidiary" of a specified 
 32.23  limited liability company means a limited liability company or a 
 32.24  corporation having more than 50 percent of the voting power of 
 32.25  its membership interests entitled to vote for governors owned 
 32.26  directly or indirectly through related organizations by the 
 32.27  specified limited liability company.  
 32.28     Sec. 6.  [322B.04] [LEGAL RECOGNITION OF ELECTRONIC RECORDS 
 32.29  AND SIGNATURES.] 
 32.30     Subdivision 1.  [DEFINITIONS.] (a) For purposes of this 
 32.31  section, the words, terms, and phrases defined in this 
 32.32  subdivision have the meanings given them. 
 32.33     (b) "Electronic" means relating to technology having 
 32.34  electrical, digital, magnetic, wireless, optical, 
 32.35  electromagnetic, or similar capabilities. 
 32.36     (c) "Electronic record" means a record created, generated, 
 33.1   sent, communicated, received, or stored by electronic means. 
 33.2      (d) "Electronic signature" means an electronic sound, 
 33.3   symbol, or process attached to or logically associated with a 
 33.4   record and executed or adopted by a person with the intent to 
 33.5   sign the record. 
 33.6      (e) "Record" means information that is inscribed on a 
 33.7   tangible medium or that is stored in an electronic or other 
 33.8   medium and is retrievable in perceivable form. 
 33.9      Subd. 2.  [ELECTRONIC RECORDS AND SIGNATURES.] For purposes 
 33.10  of this chapter: 
 33.11     (1) a record or signature may not be denied legal effect or 
 33.12  enforceability solely because it is in electronic form; 
 33.13     (2) a contract may not be denied legal effect or 
 33.14  enforceability solely because an electronic record was used in 
 33.15  its formation; 
 33.16     (3) if a provision requires a record to be in writing, an 
 33.17  electronic record satisfies the requirement; and 
 33.18     (4) if a provision requires a signature, an electronic 
 33.19  signature satisfies the requirement. 
 33.20     Sec. 7.  Minnesota Statutes 2000, section 322B.12, 
 33.21  subdivision 4, is amended to read: 
 33.22     Subd. 4.  [USE OF A NAME BY A SURVIVING ORGANIZATION.] A 
 33.23  limited liability company that is merged the surviving 
 33.24  organization in a merger with another limited liability company 
 33.25  or domestic or foreign corporation one or more other 
 33.26  organizations, or that is organized by the reorganization of one 
 33.27  or more limited liability companies or domestic or foreign 
 33.28  corporations organizations, or that acquires by sale, lease, or 
 33.29  other disposition to or exchange with a limited liability 
 33.30  company an organization all or substantially all of the assets 
 33.31  of another limited liability company or domestic or foreign 
 33.32  corporation organization, including its name, may have the same 
 33.33  name as that used in this state by any of the other limited 
 33.34  liability companies or domestic or foreign 
 33.35  corporations organizations, if the other limited liability 
 33.36  company or domestic or foreign corporation organization whose 
 34.1   name is sought to be used was organized under the laws of, or is 
 34.2   authorized to transact business in, this state. 
 34.3      Sec. 8.  Minnesota Statutes 2000, section 322B.333, 
 34.4   subdivision 3, is amended to read: 
 34.5      Subd. 3.  [TIME AND PLACE.] A regular meeting, if any, must 
 34.6   be held on the day or date and at the time and place fixed by, 
 34.7   or in a manner authorized by, the articles, a member control 
 34.8   agreement, or bylaws, except that a meeting called by or at the 
 34.9   demand of a member pursuant to subdivision 2 must be held in the 
 34.10  county where the principal executive office of the limited 
 34.11  liability company is located.  To the extent authorized in the 
 34.12  articles, a member control agreement, or the bylaws, the board 
 34.13  of governors may determine that a regular meeting of the members 
 34.14  shall be held solely by means of remote communication in 
 34.15  accordance with section 322B.343, subdivision 2. 
 34.16     Sec. 9.  Minnesota Statutes 2000, section 322B.336, 
 34.17  subdivision 3, is amended to read: 
 34.18     Subd. 3.  [TIME AND PLACE.] Special meetings must be held 
 34.19  on the date and at the time and place fixed by the chief 
 34.20  manager, the treasurer, the board of governors, or a person 
 34.21  authorized by the articles, a member control agreement, or 
 34.22  bylaws to call a meeting, except that a special meeting called 
 34.23  by or at the demand of a member or members pursuant to 
 34.24  subdivision 2 must be held in the county where the principal 
 34.25  executive office is located.  To the extent authorized in the 
 34.26  articles, a member control agreement, or the bylaws, the board 
 34.27  of governors may determine that a special meeting of the members 
 34.28  shall be held solely by means of remote communication in 
 34.29  accordance with section 322B.343, subdivision 2. 
 34.30     Sec. 10.  Minnesota Statutes 2000, section 322B.343, is 
 34.31  amended to read: 
 34.32     322B.343 [ELECTRONIC REMOTE COMMUNICATIONS FOR MEMBER 
 34.33  MEETINGS.] 
 34.34     Subdivision 1.  [ELECTRONIC CONFERENCES CONSTRUCTION AND 
 34.35  APPLICATION.] If and This section shall be construed and applied 
 34.36  to: 
 35.1      (1) facilitate remote communication consistent with other 
 35.2   applicable law; and 
 35.3      (2) be consistent with reasonable practices concerning 
 35.4   remote communication and with the continued expansion of those 
 35.5   practices. 
 35.6      Subd. 2.  [MEMBER MEETINGS HELD SOLELY BY MEANS OF REMOTE 
 35.7   COMMUNICATION.] To the extent authorized in the articles, a 
 35.8   member control agreement, or the bylaws, or and determined by 
 35.9   the board of governors of a closely held limited liability 
 35.10  company, a conference among members regular or special meeting 
 35.11  of members may be held solely by any combination of means of 
 35.12  remote communication through which the members may 
 35.13  simultaneously hear each other during participate in the 
 35.14  conference constitutes a regular or special meeting of members, 
 35.15  if the same notice of the meeting is given of the conference to 
 35.16  every owner of membership interests entitled to vote as would be 
 35.17  required by this chapter for a meeting, and if the membership 
 35.18  interests held by the members participating in the conference 
 35.19  meeting would be sufficient to constitute a quorum at a 
 35.20  meeting.  Participation in a conference by a member by that 
 35.21  means constitutes presence at the meeting in person or by proxy 
 35.22  if all the other requirements of section 322B.363 are met. 
 35.23     Subd. 2. 3.  [PARTICIPATION BY ELECTRONIC MEANS IN MEMBER 
 35.24  MEETINGS BY MEANS OF REMOTE COMMUNICATION.] If and To the extent 
 35.25  authorized in the articles, a member control agreement, or the 
 35.26  bylaws, or and determined by the board of governors of a closely 
 35.27  held limited liability company, a member may participate in not 
 35.28  physically present in person or by proxy at a regular or special 
 35.29  meeting of members not described in subdivision 1 by any means 
 35.30  of communication through which the member, other members so 
 35.31  participating, and all members physically present at the meeting 
 35.32  may simultaneously hear each other during the meeting may, by 
 35.33  means of remote communication, participate in a meeting of 
 35.34  members held at a designated place.  Participation in a meeting 
 35.35  by a member by that means constitutes presence at the meeting in 
 35.36  person or by proxy if all the other requirements of section 
 36.1   322B.363 are met.  
 36.2      Subd. 4.  [REQUIREMENTS FOR MEETINGS HELD SOLELY BY MEANS 
 36.3   OF REMOTE COMMUNICATION AND FOR PARTICIPATION BY MEANS OF REMOTE 
 36.4   COMMUNICATION.] In any meeting of members held solely by means 
 36.5   of remote communication under subdivision 2 or in any meeting of 
 36.6   members held at a designated place in which one or more members 
 36.7   participate by means of remote communication under subdivision 3:
 36.8      (1) the limited liability company shall implement 
 36.9   reasonable measures to verify that each person deemed present 
 36.10  and entitled to vote at the meeting by means of remote 
 36.11  communication is a member; and 
 36.12     (2) the limited liability company shall implement 
 36.13  reasonable measures to provide each member participating by 
 36.14  means of remote communication with a reasonable opportunity to 
 36.15  participate in the meeting, including an opportunity to: 
 36.16     (i) read or hear the proceedings of the meeting 
 36.17  substantially concurrently with those proceedings; 
 36.18     (ii) if allowed by the procedures governing the meeting, 
 36.19  have the member's remarks heard or read by other participants in 
 36.20  the meeting substantially concurrently with the making of those 
 36.21  remarks; and 
 36.22     (iii) if otherwise entitled, vote on matters submitted to 
 36.23  the members. 
 36.24     Subd. 5.  [NOTICE TO MEMBERS.] (a) Any notice to members 
 36.25  given by the limited liability company under any provision of 
 36.26  this chapter, the articles, a member control agreement, or the 
 36.27  bylaws by a form of electronic communication consented to by the 
 36.28  member to whom the notice is given is effective when given.  The 
 36.29  notice is deemed given: 
 36.30     (1) if by facsimile communication, when directed to a 
 36.31  telephone number at which the member has consented to receive 
 36.32  notice; 
 36.33     (2) if by electronic mail, when directed to an electronic 
 36.34  mail address at which the member has consented to receive 
 36.35  notice; 
 36.36     (3) if by a posting on an electronic network on which the 
 37.1   member has consented to receive notice, together with separate 
 37.2   notice to the member of the specific posting, upon the later of: 
 37.3      (i) the posting; and 
 37.4      (ii) the giving of the separate notice; and 
 37.5      (4) if by any other form of electronic communication by 
 37.6   which the member has consented to receive notice, when directed 
 37.7   to the member. 
 37.8   An affidavit of the secretary, other authorized manager, or 
 37.9   authorized agent of the limited liability company, that the 
 37.10  notice has been given by a form of electronic communication is, 
 37.11  in the absence of fraud, prima facie evidence of the facts 
 37.12  stated in the affidavit. 
 37.13     (b) Consent by a member to notice given by electronic 
 37.14  communication may be given in writing or by authenticated 
 37.15  electronic communication.  The limited liability company is 
 37.16  entitled to rely on any consent so given until revoked by the 
 37.17  member, provided that no revocation affects the validity of any 
 37.18  notice given before receipt by the limited liability company of 
 37.19  revocation of the consent. 
 37.20     Subd. 6.  [REVOCATION.] Any ballot, vote, authorization, or 
 37.21  consent submitted by electronic communication under this chapter 
 37.22  may be revoked by the member submitting the ballot, vote, 
 37.23  authorization, or consent so long as the revocation is received 
 37.24  by a manager of the limited liability company at or before the 
 37.25  meeting or before an action without a meeting is effective 
 37.26  according to section 322B.656. 
 37.27     Subd. 3. 7.  [WAIVER.] Waiver of notice by a member of a 
 37.28  meeting by means of authenticated electronic communication 
 37.29  described in subdivisions 1 and 2 may be given in the manner 
 37.30  provided in section 322B.34, subdivision 4.  Participation in a 
 37.31  meeting by means of remote communication described in 
 37.32  subdivisions 1 and 2 and 3 is a waiver of notice of that 
 37.33  meeting, except where the member objects at the beginning of the 
 37.34  meeting to the transaction of business because the meeting is 
 37.35  not lawfully called or convened, or objects before a vote on an 
 37.36  item of business because the item may not lawfully be considered 
 38.1   at the meeting and does not participate in the consideration of 
 38.2   the item at that meeting. 
 38.3      Sec. 11.  Minnesota Statutes 2000, section 322B.35, 
 38.4   subdivision 1, is amended to read: 
 38.5      Subdivision 1.  [METHOD.] An action required or permitted 
 38.6   to be taken at a meeting of the members may be taken by written 
 38.7   action signed, or consented to by authenticated electronic 
 38.8   communication, by all of the members.  If the articles or a 
 38.9   member control agreement so provide, any action may be taken by 
 38.10  written action signed, or consented to by authenticated 
 38.11  electronic communication, by the members who own voting power 
 38.12  equal to the voting power that would be required to take the 
 38.13  same action at a meeting of the members at which all members 
 38.14  were present.  
 38.15     Sec. 12.  Minnesota Statutes 2000, section 322B.35, 
 38.16  subdivision 2, is amended to read: 
 38.17     Subd. 2.  [EFFECTIVE TIME.] The written action is effective 
 38.18  when signed, or consented to by authenticated electronic 
 38.19  communication, by the required members, unless a different 
 38.20  effective time is provided in the written action.  
 38.21     Sec. 13.  Minnesota Statutes 2000, section 322B.363, 
 38.22  subdivision 1, is amended to read: 
 38.23     Subdivision 1.  [AUTHORIZATION.] (a) A member may cast or 
 38.24  authorize the casting of a vote by (1) filing a written 
 38.25  appointment of a proxy with a manager of the limited liability 
 38.26  company at or before the meeting at which the appointment is to 
 38.27  be effective., or (2) by telephonic transmission or 
 38.28  authenticated electronic communication, whether or not 
 38.29  accompanied by written instructions of the member, of an 
 38.30  appointment of a proxy with the limited liability company or the 
 38.31  limited liability company's duly authorized agent at or before 
 38.32  the meeting at which the appointment is to be effective.  The 
 38.33  telephonic transmission or authenticated electronic 
 38.34  communication must set forth or be submitted with information 
 38.35  from which it can be determined that the appointment was 
 38.36  authorized by the member.  If it is reasonably concluded that 
 39.1   the telephonic transmission or authenticated electronic 
 39.2   communication is valid, the inspectors of election or, if there 
 39.3   are not inspectors, the other persons making that determination 
 39.4   shall specify the information upon which they relied to make 
 39.5   that determination.  A proxy so appointed may vote on behalf of 
 39.6   the member, or otherwise participate, in a meeting by remote 
 39.7   communication according to section 322B.343, to the extent the 
 39.8   member appointing the proxy would have been entitled to 
 39.9   participate by remote communication according to section 
 39.10  322B.343, if the member did not appoint the proxy. 
 39.11     (b) A written appointment of a proxy may be signed by the 
 39.12  member or authorized by the member by transmission of a 
 39.13  telegram, cablegram, or other means of electronic transmission, 
 39.14  provided that the limited liability company has no reason to 
 39.15  believe that the telegram, cablegram, or other electronic 
 39.16  transmission was not authorized by the member.  Any copy, 
 39.17  facsimile, telecommunication, or other reproduction of the 
 39.18  original writing or transmission may be substituted or used in 
 39.19  lieu of the original writing or transmission for any purpose for 
 39.20  which the original transmission could be used, if the copy, 
 39.21  facsimile telecommunication, or other reproduction is a complete 
 39.22  and legible reproduction of the entire original writing or 
 39.23  transmission. 
 39.24     (c) An appointment of a proxy for membership interests 
 39.25  owned jointly by two or more members is valid if signed 
 39.26  or otherwise authorized consented to by authenticated electronic 
 39.27  communication, by any one of them, unless the limited liability 
 39.28  company receives from any one of those members written notice or 
 39.29  an authenticated electronic communication either denying the 
 39.30  authority of that person to appoint a proxy or appointing a 
 39.31  different proxy. 
 39.32     Sec. 14.  Minnesota Statutes 2000, section 322B.643, is 
 39.33  amended to read: 
 39.34     322B.643 [BOARD OF GOVERNORS MEETINGS.] 
 39.35     Subdivision 1.  [TIME AND PLACE.] Meetings of the board of 
 39.36  governors may be held from time to time as provided in the 
 40.1   articles of organization, a member control agreement, or bylaws 
 40.2   at any place within or without the state that the board of 
 40.3   governors may select or by any means described in subdivision 
 40.4   2.  If the board of governors fails to select a place for a 
 40.5   meeting, the meeting must be held at the principal executive 
 40.6   office, unless the articles, a member control agreement, or 
 40.7   bylaws provide otherwise.  The board of governors may determine 
 40.8   under subdivision 2 that a meeting of the board of governors 
 40.9   shall be held solely by means of remote communication. 
 40.10     Subd. 2.  [ELECTRONIC COMMUNICATIONS MEETINGS SOLELY BY 
 40.11  MEANS OF REMOTE COMMUNICATION.] (a) A conference Any meeting 
 40.12  among governors may be conducted solely by any one or more means 
 40.13  of remote communication through which all of the governors may 
 40.14  simultaneously hear participate with each other during the 
 40.15  conference constitutes a board of governors meeting, if the same 
 40.16  notice is given of the conference meeting as would be required 
 40.17  by subdivision 3 for a meeting, and if the number of governors 
 40.18  participating in the conference meeting would be sufficient to 
 40.19  constitute a quorum at a meeting.  Participation in a meeting by 
 40.20  that means constitutes presence in person at the meeting.  
 40.21     (b) Subd. 3.  [PARTICIPATION IN MEETINGS BY MEANS OF REMOTE 
 40.22  COMMUNICATION.] A governor may participate in a board of 
 40.23  governors meeting not described in paragraph (a) by any means of 
 40.24  conference telephone or, if authorized by the board, by such 
 40.25  other means of remote communication, in each case through which 
 40.26  the governor, other governors so participating, and all 
 40.27  governors physically present at the meeting may 
 40.28  simultaneously hear participate with each other during the 
 40.29  meeting.  Participation in a meeting by that means constitutes 
 40.30  presence in person at the meeting.  
 40.31     Subd. 3. 4.  [CALLING MEETINGS AND NOTICE.] Unless the 
 40.32  articles of organization, a member control agreement, or bylaws 
 40.33  provide for a different time period, a governor may call a board 
 40.34  meeting by giving at least ten days' notice or, in the case of 
 40.35  organizational meetings under section 322B.60, subdivision 2, at 
 40.36  least three days' notice to all governors of the date, time, and 
 41.1   place of the meeting.  The notice need not state the purpose of 
 41.2   the meeting unless the articles, a member control agreement, or 
 41.3   bylaws require it.  
 41.4      Subd. 4. 5.  [PREVIOUSLY SCHEDULED MEETINGS.] If the day or 
 41.5   date, time, and place of a board of governors meeting have been 
 41.6   provided in the articles, a member control agreement, or bylaws, 
 41.7   or announced at a previous meeting of the board of governors, no 
 41.8   notice is required.  Notice of an adjourned meeting need not be 
 41.9   given other than by announcement at the meeting at which 
 41.10  adjournment is taken.  
 41.11     Subd. 5. 6.  [WAIVER OF NOTICE.] A governor may waive 
 41.12  notice of a meeting of the board of governors.  A waiver of 
 41.13  notice by a governor entitled to notice is effective whether 
 41.14  given before, at, or after the meeting, and whether given in 
 41.15  writing, orally, or by attendance.  Attendance by a governor at 
 41.16  a meeting is a waiver of notice of that meeting, except where 
 41.17  the governor objects at the beginning of the meeting to the 
 41.18  transaction of business because the meeting is not lawfully 
 41.19  called or convened and does not participate in the meeting after 
 41.20  the objection.  
 41.21     Sec. 15.  Minnesota Statutes 2000, section 322B.656, 
 41.22  subdivision 1, is amended to read: 
 41.23     Subdivision 1.  [METHOD.] An action required or permitted 
 41.24  to be taken at a board of governors meeting may be taken by 
 41.25  written action signed, or consented to by authenticated 
 41.26  electronic communication, by all of the governors.  If the 
 41.27  articles or a member control agreement so provide, any action, 
 41.28  other than an action requiring member approval, may be taken by 
 41.29  written action signed, or consented to by authenticated 
 41.30  electronic communication, by the number of governors that would 
 41.31  be required to take the same action at a meeting of the board of 
 41.32  governors at which all governors were present.  
 41.33     Sec. 16.  Minnesota Statutes 2000, section 322B.656, 
 41.34  subdivision 2, is amended to read: 
 41.35     Subd. 2.  [EFFECTIVE TIME.] The written action is effective 
 41.36  when signed, or consented to by authenticated electronic 
 42.1   communication, by the required number of governors, unless a 
 42.2   different effective time is provided in the written action.  
 42.3      Sec. 17.  Minnesota Statutes 2000, section 322B.826, is 
 42.4   amended to read: 
 42.5      322B.826 [EFFECTIVE DATE OF TERMINATION AND CERTIFICATE OF 
 42.6   TERMINATION.] 
 42.7      Subdivision 1.  [EFFECTIVE DATE.] When the articles of 
 42.8   termination have been filed with the secretary of state, or on a 
 42.9   later date or a later time each within 30 days after filing if 
 42.10  the articles of termination so provide, the limited liability 
 42.11  company is terminated. 
 42.12     Subd. 2.  [CERTIFICATE.] The secretary of state shall issue 
 42.13  to the dissolved limited liability company or its legal 
 42.14  representative a certificate of termination that contains:  
 42.15     (1) the name of the limited liability company; 
 42.16     (2) the date and time the articles of termination were 
 42.17  filed with the secretary of state is effective; and 
 42.18     (3) a statement that the limited liability company is 
 42.19  terminated at the effective date and time of the termination.