1.1 	A bill for an act
1.2 	relating to business organizations; proposing technical amendments to the 
1.3 	Business Corporations Act, the Limited Liability Company Act, and the Uniform 
1.4 	Limited Partnership Act of 2001; authorizing the formation of nonprofit limited 
1.5 	liability companies;amending Minnesota Statutes 2006, sections 302A.011, 
1.6 	subdivisions 17, 50; 302A.111, subdivisions 2, 3, 4; 302A.115, subdivision 1, 
1.7 	by adding a subdivision; 302A.231, subdivisions 2, 3; 302A.237; 302A.241, 
1.8 	subdivision 1; 302A.255, subdivision 1; 302A.449, subdivision 3; 302A.471, 
1.9 	subdivision 3; 302A.521, subdivision 1; 302A.553, subdivision 1; 302A.701; 
1.10 	302A.721; 321.1206; 322B.03, subdivisions 20, 32, by adding a subdivision; 
1.11 	322B.10; 322B.11; 322B.12, subdivision 1, by adding a subdivision; 322B.35, 
1.12 	subdivision 3; 322B.363, subdivision 3; 322B.643, subdivisions 2, 3; 322B.66, 
1.13 	subdivision 1; 322B.666, subdivision 1; 322B.699, subdivision 1; 322B.78; 
1.14 	322B.80, subdivision 1; 322B.806; 322B.90, subdivision 2; proposing coding 
1.15 	for new law in Minnesota Statutes, chapter 322B.
1.16 	BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:

1.17 	ARTICLE 1
1.18 	TECHNICAL AMENDMENTS TO THE BUSINESS CORPORATIONS ACT

1.19 	Section 1. Minnesota Statutes 2006, section 302A.011, subdivision 17, is amended to 
1.20 	read:
1.21 		Subd. 17.Notice. (a) "Notice" is given by a shareholder of a corporation to the 
1.22 	corporation or an officer of the corporation when in writing and mailed or delivered to 
1.23 	the corporation or the officer at the registered office or principal executive office of the 
1.24 	corporation.
1.25 	(b) In all other cases, "notice" is given to a person when:
1.26 	(1) mailed to the person at an address designated by the person or at the last known 
1.27 	address of the person, or when
2.1 	(2) deposited with a nationally recognized overnight delivery service for overnight 
2.2 	delivery or, if overnight delivery to the person is not available, for delivery as promptly 
2.3 	as practicable, to the person at an address designated by the person or at the last known 
2.4 	address of the person, or
2.5 	(3) communicated to the person orally, or when
2.6 	(4) handed to the person, or when
2.7 	(5) left at the office of the person with a clerk or other person in charge of the office, 
2.8 	or if there is no one in charge, when left in a conspicuous place in the office, or if the 
2.9 	office is closed or the person to be notified has no office, when left at the dwelling house 
2.10 	or usual place of abode of the person with some person of suitable age and discretion 
2.11 	then residing therein.
2.12 	(c) Notice is also given by a publicly held corporation to a shareholder if the notice 
2.13 	is addressed to the shareholder or group of shareholders in a manner permitted by the rules 
2.14 	and regulations under the Securities Exchange Act of 1934, provided that the corporation 
2.15 	has first received any affirmative written consent or implied consent required under those 
2.16 	rules and regulations.
2.17 	(d) Notice by mail is given when deposited in the United States mail with sufficient 
2.18 	postage affixed. Notice by deposit for delivery is given when deposited for delivery 
2.19 	as provided in paragraph (b), clause (2), after having made sufficient arrangements for 
2.20 	payment by the sender.
2.21 	(e) Notice is deemed received when it is given.

2.22 	Sec. 2. Minnesota Statutes 2006, section 302A.011, subdivision 50, is amended to read:
2.23 		Subd. 50.Market value. "Market value," when used in reference to shares or other 
2.24 	property of any corporation, means the following:
2.25 	(a) In the case of shares, the average closing sale price of a share during the 
2.26 	30 trading days immediately preceding the date in question or, with respect to the 
2.27 	references in section 302A.553, subdivision 3, if a person or persons selling the shares 
2.28 	have commenced a tender offer or have announced an intention to seek control of the 
2.29 	corporation, during the 30 trading days preceding the earlier of the commencement of the 
2.30 	tender offer or the making of the announcement, in either case: 
2.31 	(1) on the composite tape for New York Stock Exchange listed shares; or
2.32 	(2) if the shares are not quoted on the composite tape or not listed on the New York 
2.33 	Stock Exchange, on the principal United States securities exchange registered under 
2.34 	the Securities Exchange Act of 1934, which may include the NASDAQ Stock Market,
2.35 	on which the shares are listed; or
3.1 	(3) if the shares are not listed on any such exchange, on the Nasdaq Stock Market; or
3.2 	(4) if the shares are not quoted on the Nasdaq Stock Market, on any system then 
3.3 	in use.
3.4 	If no quotation under clauses (1) through (4) (3) is available, then the market value 
3.5 	is the fair market value on the date in question of the shares as determined in good faith 
3.6 	by the board of the corporation.
3.7 	(b) In the case of property other than cash or shares, the fair market value of the 
3.8 	property on the date in question as determined in good faith by the board of the corporation.

3.9 	Sec. 3. Minnesota Statutes 2006, section 302A.111, subdivision 2, is amended to read:
3.10 		Subd. 2.Statutory provisions that may be modified only in articles or in a 
3.11 	shareholder control agreement. The following provisions govern a corporation unless 
3.12 	modified in the articles or in a shareholder control agreement under section 302A.457:
3.13 	(a) a corporation has general business purposes (section 302A.101);
3.14 	(b) a corporation has perpetual existence and certain powers (section 302A.161);
3.15 	(c) the power to adopt, amend, or repeal the bylaws is vested in the board (section 
3.16 	302A.181);
3.17 	(d) a corporation must allow cumulative voting for directors (section 302A.215, 
3.18 	subdivision 2); 
3.19 	(e) the affirmative vote of a majority of directors present is required for an action 
3.20 	of the board (section 302A.237);
3.21 	(f) a written action by the board taken without a meeting must be signed by all 
3.22 	directors (section 302A.239);
3.23 	(g) the board may authorize the issuance of securities and rights to purchase 
3.24 	securities (section 302A.401, subdivision 1); 
3.25 	(h) all shares are common shares entitled to vote and are of one class and one series 
3.26 	(section 302A.401, subdivision 2, clauses (a) and (b)); 
3.27 	(i) all shares have equal rights and preferences in all matters not otherwise provided 
3.28 	for by the board (section 302A.401, subdivision 2, clause (b)); 
3.29 	(j) the par value of shares is fixed at one cent per share for certain purposes and 
3.30 	may be fixed by the board for certain other purposes (section 302A.401, subdivision 
3.31 	2, clause (c)); 
3.32 	(k) the board or the shareholders may issue shares for any consideration or for no 
3.33 	consideration to effectuate share dividends, divisions, or combinations, and determine the 
3.34 	value of nonmonetary consideration (section 302A.405, subdivision 1); 
4.1 	(l) shares of a class or series must not be issued to holders of shares of another class 
4.2 	or series to effectuate share dividends, divisions, or combinations, unless authorized by a 
4.3 	majority of the voting power of the shares of the same class or series as the shares to be 
4.4 	issued (section 302A.405, subdivision 1); 
4.5 	(m) a corporation may issue rights to purchase securities whose terms, provisions, 
4.6 	and conditions are fixed by the board (section 302A.409);
4.7 	(n) a shareholder has certain preemptive rights, unless otherwise provided by the 
4.8 	board (section 302A.413);
4.9 	(o) the affirmative vote of the holders of a majority of the voting power of the 
4.10 	shares present and entitled to vote at a duly held meeting is required for an action of the 
4.11 	shareholders, except where this chapter requires the affirmative vote of a plurality of the 
4.12 	votes cast (section 302A.215, subdivision 1) or a majority of the voting power of all 
4.13 	shares entitled to vote (section 302A.437, subdivision 1); 
4.14 	(p) shares of a corporation acquired by the corporation may be reissued (section 
4.15 	302A.553, subdivision 1); 
4.16 	(q) each share has one vote unless otherwise provided in the terms of the share 
4.17 	(section 302A.445, subdivision 3); 
4.18 	(r) a corporation may issue shares for a consideration less than the par value, if any, 
4.19 	of the shares (section 302A.405, subdivision 2); 
4.20 	(s) the board may effect share dividends, divisions, and combinations under certain 
4.21 	circumstances without shareholder approval (section 302A.402); and
4.22 	(t) a written action of shareholders must be signed by all shareholders (section 
4.23 	302A.441).

4.24 	Sec. 4. Minnesota Statutes 2006, section 302A.111, subdivision 3, is amended to read:
4.25 		Subd. 3.Statutory provisions that may be modified either in articles, in a 
4.26 	shareholder control agreement, or in bylaws. The following provisions govern a 
4.27 	corporation unless modified either in the articles, in a shareholder control agreement 
4.28 	under section 302A.457, or in the bylaws:
4.29 	(a) directors serve for an indefinite term that expires at the next regular meeting of 
4.30 	shareholders (section 302A.207);
4.31 	(b) the compensation of directors is fixed by the board (section 302A.211);
4.32 	(c) a certain method must be used for removal of directors (section 302A.223);
4.33 	(d) a certain method must be used for filling board vacancies (section 302A.225);
4.34 	(e) if the board fails to select a place for a board meeting, it must be held at the 
4.35 	principal executive office (section 302A.231, subdivision 1); 
5.1 	(f) the notice of a board meeting need not state the purpose of the meeting (section 
5.2 	302A.231, subdivision 3); 
5.3 	(g) a majority of the board is a quorum for a board meeting (section 302A.235);
5.4 	(h) a committee shall consist of one or more persons, who need not be directors, 
5.5 	appointed by affirmative vote of a majority of the directors present (section 302A.241, 
5.6 	subdivision 2), and a committee may create one or more subcommittees, each consisting 
5.7 	of one or more members of the committee, and may delegate to a subcommittee any or all 
5.8 	of the authority of the committee (section 302A.241, subdivision 2a); 
5.9 	(i) the board may establish a special litigation committee (section 302A.241);
5.10 	(j) the chief executive officer and chief financial officer have specified duties, until 
5.11 	the board determines otherwise (section 302A.305);
5.12 	(k) officers may delegate some or all of their duties and powers, if not prohibited by 
5.13 	the board from doing so (section 302A.351);
5.14 	(l) the corporation may establish uncertificated shares (section 302A.417, 
5.15 	subdivision 7); 
5.16 	(m) regular meetings of shareholders need not be held, unless demanded by a 
5.17 	shareholder under certain conditions (section 302A.431);
5.18 	(n) in all instances where a specific minimum notice period has not otherwise been 
5.19 	fixed by law, not less than ten-days notice is required for a meeting of shareholders 
5.20 	(section 302A.435, subdivision 2); 
5.21 	(o) the number of shares required for a quorum at a shareholders' meeting is 
5.22 	a majority of the voting power of the shares entitled to vote at the meeting (section 
5.23 	302A.443);
5.24 	(p) the board may fix a date up to 60 days before the date of a shareholders' meeting 
5.25 	as the date for the determination of the holders of shares entitled to notice of and entitled 
5.26 	to vote at the meeting (section 302A.445, subdivision 1); 
5.27 	(q) indemnification of certain persons is required (section 302A.521); and
5.28 	(r) the board may authorize, and the corporation may make, distributions not 
5.29 	prohibited, limited, or restricted by an agreement (section 302A.551, subdivision 1). 

5.30 	Sec. 5. Minnesota Statutes 2006, section 302A.111, subdivision 4, is amended to read:
5.31 		Subd. 4.Optional provisions; specific subjects. The provisions in paragraphs (a), 
5.32 	(g), (q), (r), and (u) may be included in the articles.
5.33 	The provisions in paragraphs (b) to (f), (h) to (p), (s), and (t) may be included either 
5.34 	in the articles or the bylaws:
6.1 	(a) the members of the first board may be named in the articles (section 302A.201, 
6.2 	subdivision 1); 
6.3 	(b) a manner for increasing or decreasing the number of directors may be provided 
6.4 	(section 302A.203);
6.5 	(c) additional qualifications for directors may be imposed (section 302A.205);
6.6 	(d) directors may be classified (section 302A.213);
6.7 	(e) the day or date, time, and place of board meetings may be fixed (section 
6.8 	302A.231, subdivision 1); 
6.9 	(f) absent directors may be permitted to give written consent or opposition to 
6.10 	a proposal (section 302A.233);
6.11 	(g) a larger than majority vote may be required for board action (section 302A.237);
6.12 	(h) authority to sign and deliver certain documents may be delegated to an officer 
6.13 	or agent of the corporation other than the chief executive officer (section 302A.305, 
6.14 	subdivision 2); 
6.15 	(i) additional officers may be designated (section 302A.311);
6.16 	(j) additional powers, rights, duties, and responsibilities may be given to officers 
6.17 	(section 302A.311);
6.18 	(k) a method for filling vacant offices may be specified (section 302A.341, 
6.19 	subdivision 3); 
6.20 	(l) a certain officer or agent may be authorized to sign share certificates (section 
6.21 	302A.417, subdivision 2); 
6.22 	(m) the transfer or registration of transfer of securities may be restricted (section 
6.23 	302A.429);
6.24 	(n) the day or date, time, and place of regular shareholder meetings may be fixed 
6.25 	(section 302A.431, subdivision 3); 
6.26 	(o) certain persons may be authorized to call special meetings of shareholders 
6.27 	(section 302A.433, subdivision 1); 
6.28 	(p) notices of shareholder meetings may be required to contain certain information 
6.29 	(section 302A.435, subdivision 3); 
6.30 	(q) a larger than majority vote may be required for shareholder action (section 
6.31 	302A.437);
6.32 	(r) voting rights may be granted in or pursuant to the articles to persons who are not 
6.33 	shareholders (section 302A.445, subdivision 4); 
6.34 	(s) corporate actions giving rise to dissenter rights may be designated (section 
6.35 	302A.471, subdivision 1, clause (e)); 
7.1 	(t) the rights and priorities of persons to receive distributions may be established 
7.2 	(section 302A.551); and
7.3 	(u) a director's personal liability to the corporation or its shareholders for monetary 
7.4 	damages for breach of fiduciary duty as a director may be eliminated or limited in the 
7.5 	articles (section 302A.251, subdivision 4). 
7.6 	Nothing in this subdivision limits the right of the board, by resolution, to take an 
7.7 	action that may be included in the bylaws under this subdivision without including it in 
7.8 	the bylaws, unless it is required to be included in the bylaws by another provision of this 
7.9 	chapter. Nothing in this subdivision limits the permissible scope of a shareholder control 
7.10 	agreement under section 302A.457.

7.11 	Sec. 6. Minnesota Statutes 2006, section 302A.115, subdivision 1, is amended to read:
7.12 		Subdivision 1.Requirements; prohibitions. The corporate name:
7.13 	(a) Shall be in the English language or in any other language expressed in English 
7.14 	letters or characters;
7.15 	(b) Shall contain the word "corporation," "incorporated," or "limited," or shall 
7.16 	contain an abbreviation of one or more of these words, or the word "company" or the 
7.17 	abbreviation "Co." if that word or abbreviation is not immediately preceded by the word 
7.18 	"and" or the character "&";
7.19 	(c) Shall not contain a word or phrase that indicates or implies that it is incorporated 
7.20 	for a purpose other than a legal business purpose;
7.21 	(d) Shall be distinguishable upon the records in the Office of the Secretary of 
7.22 	State from the name of each domestic corporation, limited partnership, limited liability 
7.23 	partnership, and limited liability company, whether profit or nonprofit, each domestic 
7.24 	corporation that has been administratively dissolved by the filing of a certificate of 
7.25 	administrative dissolution within the preceding one year, each domestic limited liability 
7.26 	company that has been administratively terminated by the filing of a certificate of 
7.27 	administrative termination within the preceding one year, and each foreign corporation, 
7.28 	limited partnership, limited liability partnership, and limited liability company authorized 
7.29 	or registered to do business in this state, whether profit or nonprofit, and each name 
7.30 	the right to which is, at the time of incorporation, reserved as provided for in sections 
7.31 	302A.117, 321.0109, 322B.125, or 333.001 to 333.54, unless there is filed with the articles 
7.32 	one of the following: 
7.33 	(1) The written consent of the domestic corporation, limited partnership, limited 
7.34 	liability partnership, or limited liability company, or the foreign corporation, limited 
7.35 	partnership, limited liability partnership, or limited liability company authorized or 
8.1 	registered to do business in this state or the holder of a reserved name or a name filed by 
8.2 	or registered with the secretary of state under sections 333.001 to 333.54 having a name 
8.3 	that is not distinguishable; 
8.4 	(2) A certified copy of a final decree of a court in this state establishing the prior 
8.5 	right of the applicant to the use of the name in this state; or
8.6 	(3) The applicant's affidavit that the domestic or foreign corporation, limited 
8.7 	partnership, or limited liability company with the name that is not distinguishable has 
8.8 	been incorporated or on file in this state for at least three years prior to the affidavit, if it 
8.9 	is a domestic corporation, limited partnership, or limited liability company, or has been 
8.10 	authorized or registered to do business in this state for at least three years prior to the 
8.11 	affidavit, if it is a foreign corporation, limited partnership, or limited liability company, 
8.12 	or that the holder of a name filed or registered with the secretary of state under sections 
8.13 	333.001 to 333.54 filed or registered that name at least three years prior to the affidavit; 
8.14 	that the domestic or foreign corporation, limited partnership, or limited liability company 
8.15 	or holder has not during the three-year period before the affidavit filed any document with 
8.16 	the secretary of state; that the applicant has mailed written notice to the domestic or 
8.17 	foreign corporation, limited partnership, or limited liability company or the holder of a 
8.18 	name filed or registered with the secretary of state under sections 333.001 to 333.54 by 
8.19 	certified mail, return receipt requested, properly addressed to the registered office of the 
8.20 	domestic or foreign corporation or limited liability company or in care of the agent of the 
8.21 	limited partnership, or the address of the holder of a name filed or registered with the 
8.22 	secretary of state under sections 333.001 to 333.54, shown in the records of the secretary 
8.23 	of state, stating that the applicant intends to use a name that is not distinguishable and the 
8.24 	notice has been returned to the applicant as undeliverable to the addressee domestic or 
8.25 	foreign corporation, limited partnership, limited liability company, or holder of a name 
8.26 	filed or registered with the secretary of state under sections 333.001 to 333.54; that the 
8.27 	applicant, after diligent inquiry, has been unable to find any telephone listing for the 
8.28 	domestic or foreign corporation, limited partnership, or limited liability company with 
8.29 	the name that is not distinguishable in the county in which is located the registered office 
8.30 	of the domestic or foreign corporation, limited partnership, or limited liability company 
8.31 	shown in the records of the secretary of state or has been unable to find any telephone 
8.32 	listing for the holder of a name filed or registered with the secretary of state under sections 
8.33 	333.001 to 333.54 in the county in which is located the address of the holder shown in 
8.34 	the records of the secretary of state; and that the applicant has no knowledge that the 
8.35 	domestic or foreign corporation, limited partnership, limited liability company, or holder 
9.1 	of a name filed or registered with the secretary of state under sections 333.001 to 333.54 is 
9.2 	currently engaged in business in this state. 

9.3 	Sec. 7. Minnesota Statutes 2006, section 302A.115, is amended by adding a 
9.4 	subdivision to read:
9.5 		Subd. 9.Administrative dissolution; corporate name. If a domestic corporation 
9.6 	that has been administratively dissolved is later reinstated under section 302A.821 within 
9.7 	one year after the date of issuance of the certificate of administrative dissolution, the 
9.8 	domestic corporation continues under its previous name.

9.9 	Sec. 8. Minnesota Statutes 2006, section 302A.231, subdivision 2, is amended to read:
9.10 		Subd. 2.Meetings solely by means of remote communication. Any meeting 
9.11 	among directors may be conducted solely by one or more means of remote communication 
9.12 	through which all of the directors may participate with each other during the meeting, if 
9.13 	the same notice is given of the meeting required by subdivision 4, and if the number of 
9.14 	directors participating in the meeting is sufficient to constitute a quorum at a meeting. 
9.15 	Participation in a meeting by that means constitutes presence in person at the meeting.

9.16 	Sec. 9. Minnesota Statutes 2006, section 302A.231, subdivision 3, is amended to read:
9.17 		Subd. 3.Participation in meetings by means of remote communication. A 
9.18 	director may participate in a board meeting by means of conference telephone or, if 
9.19 	authorized by the board, by such other means of remote communication, in each case 
9.20 	through which the director, other directors so participating, and all directors physically 
9.21 	present at the meeting may participate with each other during the meeting. Participation in 
9.22 	a meeting by that means constitutes presence in person at the meeting.

9.23 	Sec. 10. Minnesota Statutes 2006, section 302A.237, is amended to read:
9.24 	302A.237 ACT OF THE BOARD.
9.25 		Subdivision 1.Majority required. The board shall take action by the affirmative 
9.26 	vote of the greater of (1) a majority of directors present at a duly held meeting at the time 
9.27 	the action is taken, or (2) a majority of the minimum proportion or number of directors 
9.28 	that would constitute a quorum for the transaction of business at the meeting, except where 
9.29 	this chapter or the articles require the affirmative vote of a larger proportion or number. If 
9.30 	the articles require a larger proportion or number than is required by this chapter for a 
9.31 	particular action, the articles shall control.
10.1 		Subd. 2.Voting power. The articles of a domestic corporation that is not a publicly 
10.2 	held corporation may confer upon one or more directors voting powers greater than or less 
10.3 	than those of other directors. After the adoption of the initial articles, an amendment to the 
10.4 	articles to confer upon one or more directors voting powers greater than or less than those 
10.5 	of other directors requires the approval of all of the shareholders entitled to vote on the 
10.6 	amendment. If the articles provide that any director has more or less than one vote on any 
10.7 	matter, every reference in this chapter to a majority or other proportion of the directors 
10.8 	shall refer to a majority or other proportion of the voting power of the directors. Unless 
10.9 	otherwise provided in the articles, the bylaws, or the resolution establishing the committee 
10.10 	or the subcommittee, any such provision conferring greater or lesser voting power applies 
10.11 	to voting in a committee or subcommittee.

10.12 	Sec. 11. Minnesota Statutes 2006, section 302A.241, subdivision 1, is amended to read:
10.13 		Subdivision 1.Generally. A resolution approved by the affirmative vote of a 
10.14 	majority of the board directors currently holding office may establish committees having 
10.15 	the authority of the board in the management of the business of the corporation only to the 
10.16 	extent provided in the resolution. Committees may include a special litigation committee 
10.17 	consisting of one or more independent directors or other independent persons to consider 
10.18 	legal rights or remedies of the corporation and whether those rights and remedies should 
10.19 	be pursued. Committees other than special litigation committees and committees formed 
10.20 	pursuant to section 302A.673, subdivision 1, paragraph (d), are subject at all times to the 
10.21 	direction and control of the board. 

10.22 	Sec. 12. Minnesota Statutes 2006, section 302A.255, subdivision 1, is amended to read:
10.23 		Subdivision 1.Conflict; procedure when conflict arises. A contract or other 
10.24 	transaction between a corporation and one or more of its directors, or between a 
10.25 	corporation and an organization in or of which one or more of its directors are directors, 
10.26 	officers, or legal representatives or have a material financial interest, is not void or 
10.27 	voidable because the director or directors or the other organizations are parties or because 
10.28 	the director or directors are present at the meeting of the shareholders or the board or a 
10.29 	committee at which the contract or transaction is authorized, approved, or ratified, if:
10.30 	(a) The contract or transaction was, and the person asserting the validity of the 
10.31 	contract or transaction sustains the burden of establishing that the contract or transaction 
10.32 	was, fair and reasonable as to the corporation at the time it was authorized, approved, 
10.33 	or ratified;
11.1 	(b) The material facts as to the contract or transaction and as to the director's or 
11.2 	directors' interest are fully disclosed or known to the holders of all outstanding shares, 
11.3 	whether or not entitled to vote, and the contract or transaction is approved in good faith 
11.4 	by (1) the holders of two-thirds of the voting power of the shares entitled to vote which 
11.5 	are owned by persons other than the interested director or directors, or (2) the unanimous 
11.6 	affirmative vote of the holders of all outstanding shares, whether or not entitled to vote;
11.7 	(c) The material facts as to the contract or transaction and as to the director's or 
11.8 	directors' interest are fully disclosed or known to the board or a committee, and the board 
11.9 	or committee authorizes, approves, or ratifies the contract or transaction in good faith by a 
11.10 	majority of the board or committee directors or committee members currently holding 
11.11 	office, but the interested director or directors shall not be counted in determining the 
11.12 	presence of a quorum and shall not vote; or
11.13 	(d) The contract or transaction is a distribution described in section 302A.551, 
11.14 	subdivision 1, or a merger or exchange described in section 302A.601, subdivision 1 or 2. 

11.15 	Sec. 13. Minnesota Statutes 2006, section 302A.449, subdivision 3, is amended to read:
11.16 		Subd. 3.Termination. An appointment may be terminated at will, unless the 
11.17 	appointment is coupled with an interest, in which case it shall not be terminated except in 
11.18 	accordance with the terms of an agreement, if any, between the parties to the appointment. 
11.19 	Termination may be made by filing written notice of the termination of the appointment 
11.20 	with an officer of the corporation, or by filing a new written appointment of a proxy, 
11.21 	signed by the shareholder, with an officer of the corporation, or by telephonic transmission 
11.22 	or authenticated electronic communication, whether or not accompanied by written 
11.23 	instructions of the shareholder, of a new appointment of a proxy with the corporation or 
11.24 	the corporation's duly authorized agent. Termination in either any such manner revokes all 
11.25 	prior proxy appointments and is effective when filed with an officer of the corporation or 
11.26 	when the telephonic transmission or authenticated electronic communication is received 
11.27 	by the corporation or the corporation's duly authorized agent. The telephonic transmission 
11.28 	or authenticated electronic communication must set forth or be submitted with information 
11.29 	from which it can be determined that the new appointment was authorized by the 
11.30 	shareholder.

11.31 	Sec. 14. Minnesota Statutes 2006, section 302A.471, subdivision 3, is amended to read:
11.32 		Subd. 3.Rights not to apply. (a) Unless the articles, the bylaws, or a resolution 
11.33 	approved by the board otherwise provide, the right to obtain payment under this section 
11.34 	does not apply to a shareholder of (1) the surviving corporation in a merger with respect 
12.1 	to shares of the shareholder that are not entitled to be voted on the merger and are 
12.2 	not canceled or exchanged in the merger or (2) the corporation whose shares will be 
12.3 	acquired by the acquiring organization in a plan of exchange with respect to shares 
12.4 	of the shareholder that are not entitled to be voted on the plan of exchange and are not 
12.5 	exchanged in the plan of exchange.
12.6 	(b) If a date is fixed according to section 302A.445, subdivision 1, for the 
12.7 	determination of shareholders entitled to receive notice of and to vote on an action 
12.8 	described in subdivision 1, only shareholders as of the date fixed, and beneficial owners 
12.9 	as of the date fixed who hold through shareholders, as provided in subdivision 2, may 
12.10 	exercise dissenters' rights. 
12.11 	(c) Notwithstanding subdivision 1, the right to obtain payment under this section, 
12.12 	other than in connection with a plan of merger adopted under section 302A.621, is limited 
12.13 	in accordance with the following provisions: 
12.14 	(1) The right to obtain payment under this section is not available for the holders of 
12.15 	shares of any class or series of shares that is listed on the New York Stock Exchange or,
12.16 	the American Stock Exchange or designated as a national market security on, the Nasdaq 
12.17 	Stock NASDAQ Global Market, or the NASDAQ Global Select Market.
12.18 	(2) The applicability of clause (1) is determined as of:
12.19 	(i) the record date fixed to determine the shareholders entitled to receive notice of, 
12.20 	and to vote at, the meeting of shareholders to act upon the corporate action described 
12.21 	in subdivision 1; or
12.22 	(ii) the day before the effective date of corporate action described in subdivision 
12.23 	1 if there is no meeting of shareholders.
12.24 	(3) Clause (1) is not applicable, and the right to obtain payment under this section is 
12.25 	available pursuant to subdivision 1, for the holders of any class or series of shares who are 
12.26 	required by the terms of the corporate action described in subdivision 1 to accept for such 
12.27 	shares anything other than shares, or cash in lieu of fractional shares, of any class or any 
12.28 	series of shares of a domestic or foreign corporation, or any other ownership interest of 
12.29 	any other organization, that satisfies the standards set forth in clause (1) at the time the 
12.30 	corporate action becomes effective.

12.31 	Sec. 15. Minnesota Statutes 2006, section 302A.521, subdivision 1, is amended to read:
12.32 		Subdivision 1.Definitions. (a) For purposes of this section, the terms defined in this 
12.33 	subdivision have the meanings given them.
13.1 	(b) "Corporation" includes a domestic or foreign corporation that was the 
13.2 	predecessor of the corporation referred to in this section in a merger or other transaction in 
13.3 	which the predecessor's existence ceased upon consummation of the transaction.
13.4 	(c) "Official capacity" means (1) with respect to a director, the position of director 
13.5 	in a corporation, (2) with respect to a person other than a director, the elective or 
13.6 	appointive office or position held by an officer, member of a committee of the board, or 
13.7 	the employment relationship undertaken by an employee of the corporation, and (3) with 
13.8 	respect to a director, officer, or employee of the corporation who, while a director, officer, 
13.9 	or employee of the corporation, is or was serving at the request of the corporation or whose 
13.10 	duties in that position involve or involved service as a director, officer, partner, trustee, 
13.11 	governor, manager, employee, or agent of another organization or employee benefit plan, 
13.12 	the position of that person as a director, officer, partner, trustee, governor, manager, 
13.13 	employee, or agent, as the case may be, of the other organization or employee benefit plan.
13.14 	(d) "Proceeding" means a threatened, pending, or completed civil, criminal, 
13.15 	administrative, arbitration, or investigative proceeding, including a proceeding by or in the 
13.16 	right of the corporation.
13.17 	(e) "Special legal counsel" means counsel who has not in the preceding five years 
13.18 	(1) represented the corporation or a related organization in a capacity other than special 
13.19 	legal counsel, or (2) represented a director, officer, member of a committee of the board, 
13.20 	or employee, whose indemnification is in issue.

13.21 	Sec. 16. Minnesota Statutes 2006, section 302A.553, subdivision 1, is amended to read:
13.22 		Subdivision 1.When permitted; status of shares. (a) A corporation may acquire 
13.23 	its own shares, subject to section 302A.551 and subdivision 3. 
13.24 	(b) If a corporation acquires its own shares, then any of the acquired shares that are 
13.25 	not pledged by the corporation as security for the future payment of some or all of the 
13.26 	purchase price for the shares constitute authorized but unissued shares of the corporation, 
13.27 	unless the articles provide that they shall not be reissued. If the articles prohibit reissue, 
13.28 	the number of authorized shares is reduced by the number of shares acquired.
13.29 	(c) If a corporation pledges acquired shares as security for future payment of all or 
13.30 	part of the purchase price for the shares and reissues the pledged shares in its own name; 
13.31 	then
13.32 	(1) the shares must continue to be issued and outstanding except for voting and 
13.33 	determination of a quorum, and the shares are not considered to be present and entitled to 
13.34 	vote at any meeting of shareholders;
14.1 	(2) the corporation may not vote or exercise any other rights of a shareholder with 
14.2 	respect to the pledged shares, but the pledgee shall have any rights, other than the right to 
14.3 	vote, with respect to the shares to which the pledgee is entitled to by contract;
14.4 	(3) if the pledge is foreclosed, the corporation shall reissue and deliver the pledged 
14.5 	shares to or at the direction of the pledgee; and
14.6 	(4) shares which are released from a pledge have the status specified in paragraph (b).

14.7 	Sec. 17. Minnesota Statutes 2006, section 302A.701, is amended to read:
14.8 	302A.701 METHODS OF DISSOLUTION.
14.9 	A corporation may be dissolved:
14.10 	(a) by the incorporators before the issuance of shares, pursuant to section 302A.711; 
14.11 	(b) by the shareholders after the issuance of shares, pursuant to sections 302A.721
14.12 	to 302A.7291; 
14.13 	(c) by order of a court pursuant to sections 302A.741 to 302A.765; or 
14.14 	(d) by the secretary of state according to section 302A.821. 

14.15 	Sec. 18. Minnesota Statutes 2006, section 302A.721, is amended to read:
14.16 	302A.721 VOLUNTARY DISSOLUTION BY SHAREHOLDERS AFTER 
14.17 	THE ISSUANCE OF SHARES.
14.18 		Subdivision 1.Manner. After the issuance of shares, a corporation may be dissolved 
14.19 	by the shareholders when authorized in the manner set forth in this section.
14.20 		Subd. 2.Notice; approval. (a) If the corporation has outstanding shares:
14.21 	(1) Written notice shall be given to each shareholder, whether or not entitled to 
14.22 	vote at a meeting of shareholders, within the time and in the manner provided in section 
14.23 	302A.435 for notice of meetings of shareholders and, whether the meeting is a regular 
14.24 	or a special meeting, shall state that a purpose of the meeting is to consider dissolving 
14.25 	the corporation. 
14.26 	(b) (2) The proposed dissolution shall be submitted for approval at a meeting of 
14.27 	shareholders. If the proposed dissolution is approved at a meeting by the affirmative 
14.28 	vote of the holders of a majority of the voting power of all shares entitled to vote, the 
14.29 	dissolution shall be commenced.
14.30 	(b) If the corporation no longer has any outstanding shares, then the directors may 
14.31 	authorize and commence the dissolution. If the directors take that action, then the notice 
14.32 	of dissolution filed under section 302A.723 shall so reflect and the directors shall have 
14.33 	the right to revoke the dissolution proceedings in accordance with section 302A.731, 
14.34 	subdivision 1.

15.1 	ARTICLE 2
15.2 	TECHNICAL AMENDMENTS TO THE LIMITED LIABILITY COMPANY 
15.3 	ACT AND THE UNIFORM LIMITED PARTNERSHIP ACT OF 2001

15.4 	Section 1. Minnesota Statutes 2006, section 321.1206, is amended to read:
15.5 	321.1206 APPLICATION TO EXISTING RELATIONSHIPS.
15.6 	(a) Beginning January 1, 2005, no person may use chapter 322A to form an entity.
15.7 	(b) Before January 1, 2007, this chapter governs only:
15.8 	(1) a limited partnership formed on or after January 1, 2005; and
15.9 	(2) except as otherwise provided in subsection (d):
15.10 	(i) a limited partnership formed under chapter 322A which elects, in the manner 
15.11 	provided in its partnership agreement or by law for amending the partnership agreement, 
15.12 	to be subject to this chapter; and
15.13 	(ii) a limited partnership formed under chapter 322, if the limited partnership elects 
15.14 	pursuant to subsection (f) to be subject to this chapter.
15.15 	(c) Except as otherwise provided in subsection (d), on and after January 1, 2007, 
15.16 	this chapter governs:
15.17 	(1) any limited partnership formed under chapter 322A which has not previously 
15.18 	elected to be governed by this chapter and is still in existence on January 1, 2007; and
15.19 	(2) all limited partnerships, except for limited partnerships formed under chapter 
15.20 	322 that have not previously elected to become governed by this chapter or chapter 322A,
15.21 	including each limited partnership formed under chapter 322A which has previously 
15.22 	elected to become governed by this chapter and each limited partnership formed under 
15.23 	chapter 322 which has elected, previously or otherwise, to be governed by this chapter.
15.24 	(d) With respect to a limited partnership formed before January 1, 2005, the 
15.25 	following rules apply except as the partners otherwise elect in the manner provided in the 
15.26 	partnership agreement or by law for amending the partnership agreement:
15.27 	(1) section 321.0104(c) does not apply and the limited partnership has whatever 
15.28 	duration it had under the law applicable immediately before the limited partnership 
15.29 	became subject to this chapter;
15.30 	(2) the limited partnership is not required to amend its certificate of limited 
15.31 	partnership to comply with section 321.0201(a)(4);
15.32 	(3) sections 321.0601 and 321.0602 do not apply and a limited partner has the same 
15.33 	right and power to dissociate from the limited partnership, with the same consequences, as 
15.34 	existed immediately before the limited partnership became subject to this chapter; 
15.35 	(4) section 321.0603(4) does not apply;
16.1 	(5) section 321.0603(5) does not apply and a court has the same power to expel 
16.2 	a general partner as the court had immediately before the limited partnership became 
16.3 	subject to this chapter; and
16.4 	(6) section 321.0801(3) does not apply and the connection between a person's 
16.5 	dissociation as a general partner and the dissolution of the limited partnership is the same 
16.6 	as existed immediately before the limited partnership became subject to this chapter.
16.7 	(e) If subsection (c) causes a limited partnership that is a limited liability limited 
16.8 	partnership under section 322A.88 to become subject to this chapter: 
16.9 	(1) if immediately before the limited partnership that is a limited liability limited 
16.10 	partnership under section 322A.88 became subject to this chapter its name complied with 
16.11 	section 322A.02, the limited partnership may maintain its name even if the name does 
16.12 	not comply with section 321.0108(c); and 
16.13 	(2) the statement of qualification of the limited partnership that is a limited liability 
16.14 	limited partnership under section 322A.88, on file with the secretary of state pursuant to 
16.15 	section 322A.88(a)(2), is deemed to amend the limited partnership's certificate of limited 
16.16 	partnership to state that the limited partnership is a limited liability limited partnership. 
16.17 	(f) On or after January 1, 2005, a limited partnership formed under chapter 322 may 
16.18 	become subject to this chapter if:
16.19 	(1) it elects, in the manner provided in its partnership agreement or by law for 
16.20 	amending the partnership agreement, to be subject to this chapter;
16.21 	(2) neither its certificate of limited partnership nor its partnership agreement prohibit 
16.22 	the election;
16.23 	(3) its certificate of limited partnership, on file with the county recorder, is amended 
16.24 	to state the election and, as may be necessary, to comply with this chapter; and
16.25 	(4) a certified copy of the amended certificate of limited partnership, and of all 
16.26 	other limited partnership documents previously filed with the county recorder, is filed 
16.27 	with the secretary of state.

16.28 	Sec. 2. Minnesota Statutes 2006, section 322B.03, subdivision 32, is amended to read:
16.29 		Subd. 32.Notice. (a) "Notice" is given by a member of a limited liability company 
16.30 	to the limited liability company or a manager of a limited liability company when in 
16.31 	writing and mailed or delivered to the limited liability company or the manager at the 
16.32 	registered office or principal executive office of the limited liability company.
16.33 	(b) In all other cases, "notice" is given to a person when:
16.34 	(1) mailed to the person at an address designated by the person or at the last known 
16.35 	address of the person, or when;
17.1 	(2) deposited with a nationally recognized overnight delivery service for overnight 
17.2 	delivery or, if overnight delivery to the person is not available, for delivery as promptly 
17.3 	as practicable to the person at an address designated by the person or at the last known 
17.4 	address of the person;
17.5 	(3) communicated to the person orally, or when;
17.6 	(4) handed to the person,; or when
17.7 	(5) left at the office of the person with a clerk or other person in charge of the office, 
17.8 	or if there is no one in charge, when left in a conspicuous place in the office, or if the 
17.9 	office is closed or the person to be notified has no office, when left at the dwelling house 
17.10 	or usual place of abode of the person with some person of suitable age and discretion 
17.11 	who is then residing there therein.
17.12 	(c) Notice by mail is given when deposited in the United States mail with sufficient 
17.13 	postage affixed. Notice is considered by deposit for delivery is given when deposited 
17.14 	for delivery as provided in paragraph (b), clause (2), after having made sufficient 
17.15 	arrangements for payment by the sender.
17.16 	(d) Notice is deemed received when it is given.

17.17 	Sec. 3. Minnesota Statutes 2006, section 322B.11, is amended to read:
17.18 	322B.11 MEMBER REQUIREMENT.
17.19 	Subject to the provisions of sections 322B.60 and 322B.80, subdivision 1, a limited 
17.20 	liability company shall have one or more members.

17.21 	Sec. 4. Minnesota Statutes 2006, section 322B.12, subdivision 1, is amended to read:
17.22 		Subdivision 1.Requirements and prohibitions. The limited liability company 
17.23 	name must:
17.24 	(1) be in the English language or in any other language expressed in English letters 
17.25 	or characters;
17.26 	(2) contain the words "limited liability company," or must contain the abbreviation 
17.27 	"LLC" or, in the case of an organization formed pursuant to chapter 319B, must meet the 
17.28 	requirements of section 319B.05 applicable to a limited liability company; 
17.29 	(3) not contain the word corporation or incorporated and must not contain the 
17.30 	abbreviation of either or both of these words;
17.31 	(4) not contain a word or phrase that indicates or implies that it is organized for a 
17.32 	purpose other than a legal business purpose; and
17.33 	(5) be distinguishable upon the records in the Office of the Secretary of State 
17.34 	from the name of each domestic limited liability company, limited liability partnership, 
18.1 	corporation, and limited partnership, whether profit or nonprofit, each domestic limited 
18.2 	liability company that has been administratively terminated by the filing of a certificate 
18.3 	of administrative termination within the preceding one year, each domestic corporation 
18.4 	that has been administratively dissolved by the filing of a certificate of dissolution within 
18.5 	the preceding one year, and each foreign limited liability company, limited liability 
18.6 	partnership, corporation, and limited partnership authorized or registered to do business 
18.7 	in this state, whether profit or nonprofit, and each name the right to which is, at the 
18.8 	time of organization, reserved as provided for in subdivision 7 or sections 302A.117, 
18.9 	317A.117, 321.0109, 322B.125, or 333.001 to 333.54, unless there is filed with the articles 
18.10 	of organization one of the following: 
18.11 	(i) the written consent of the domestic limited liability company, limited liability 
18.12 	partnership, corporation, or limited partnership or the foreign limited liability company, 
18.13 	limited liability partnership, corporation, or limited partnership authorized or registered to 
18.14 	do business in this state or the holder of a reserved name or a name filed by or registered 
18.15 	with the secretary of state under sections 333.001 to 333.54 having a name that is not 
18.16 	distinguishable; 
18.17 	(ii) a certified copy of a final decree of a court in this state establishing the prior right 
18.18 	of the applicant to the use of the name in this state; or
18.19 	(iii) the applicant's affidavit that the domestic or foreign limited liability company, 
18.20 	domestic or foreign corporation, or domestic or foreign limited partnership with the 
18.21 	name that is not distinguishable has been organized, incorporated, or on file in this 
18.22 	state for at least three years prior to the affidavit, if it is a domestic limited liability 
18.23 	company, corporation, or limited partnership, or has been authorized or registered to 
18.24 	do business in this state for at least three years prior to the affidavit, if it is a foreign 
18.25 	limited liability company, corporation, or limited partnership, or that the holder of a name 
18.26 	filed or registered with the secretary of state under sections 333.001 to 333.54 filed 
18.27 	or registered that name at least three years prior to the affidavit, that the domestic or 
18.28 	foreign limited liability company, domestic or foreign corporation, or domestic or foreign 
18.29 	limited partnership or holder has not during the three-year period before the affidavit filed 
18.30 	any document with the secretary of state; that the applicant has mailed written notice 
18.31 	to the domestic or foreign limited liability company, domestic or foreign corporation, 
18.32 	or domestic or foreign limited partnership or the holder of a name filed or registered 
18.33 	with the secretary of state under sections 333.001 to 333.54 by certified mail, return 
18.34 	receipt requested, properly addressed to the registered office of the domestic or foreign 
18.35 	limited liability company or domestic or foreign corporation or in care of the agent of the 
18.36 	domestic or foreign limited partnership, or the address of the holder of a name filed or 
19.1 	registered with the secretary of state under sections 333.001 to 333.54, shown in the 
19.2 	records of the secretary of state, stating that the applicant intends to use a name that is 
19.3 	not distinguishable and the notice has been returned to the applicant as undeliverable to 
19.4 	the addressee of the domestic or foreign limited liability company, domestic or foreign 
19.5 	corporation, or domestic or foreign limited partnership or holder of a name filed or 
19.6 	registered with the secretary of state under sections 333.001 to 333.54; that the applicant, 
19.7 	after diligent inquiry, has been unable to find any telephone listing for the domestic or 
19.8 	foreign limited liability company, domestic or foreign corporation, or domestic or foreign 
19.9 	limited partnership with the name that is not distinguishable in the county in which is 
19.10 	located the registered office of the domestic or foreign limited liability company, domestic 
19.11 	or foreign corporation, or domestic or foreign limited partnership shown in the records of 
19.12 	the secretary of state or has been unable to find any telephone listing for the holder of a 
19.13 	name filed or registered with the secretary of state under sections 333.001 to 333.54
19.14 	in the county in which is located the address of the holder shown in the records of the 
19.15 	secretary of state; and that the applicant has no knowledge that the domestic or foreign 
19.16 	limited liability company, domestic or foreign corporation, or domestic or foreign limited 
19.17 	partnership or holder of a name filed or registered with the secretary of state under sections 
19.18 	333.001 to 333.54 is currently engaged in business in this state. 

19.19 	Sec. 5. Minnesota Statutes 2006, section 322B.12, is amended by adding a subdivision 
19.20 	to read:
19.21 		Subd. 7.Administrative termination; limited liability company name. If a 
19.22 	domestic limited liability company that has been administratively terminated is reinstated 
19.23 	under section 322B.960 within one year after the date of issuance of the certificate of 
19.24 	administrative dissolution, the domestic limited liability company shall continue under 
19.25 	its previous name.

19.26 	Sec. 6. Minnesota Statutes 2006, section 322B.35, subdivision 3, is amended to read:
19.27 		Subd. 3.Notice and liability. When written action is permitted to be taken by less 
19.28 	than all members, all members must be notified immediately of its text and effective 
19.29 	date no later than five days after the effective time of the action. Failure to provide the 
19.30 	notice does not invalidate the written action. A member who does not sign or consent to 
19.31 	the written action has no liability for the action or actions taken by the written action.

19.32 	Sec. 7. Minnesota Statutes 2006, section 322B.363, subdivision 3, is amended to read:
20.1 		Subd. 3.Termination. An appointment may be terminated at will, unless the 
20.2 	appointment is coupled with an interest, in which case it shall not be terminated 
20.3 	except in accordance with the terms of an agreement, if any, between the parties to the 
20.4 	appointment. Termination may be made by filing written notice of the termination of the 
20.5 	appointment with a manager of the limited liability company, or by filing a new written 
20.6 	appointment of a proxy, signed by the member, with a manager of the limited liability 
20.7 	company. Termination in either, or by telephonic transmission or authenticated electronic 
20.8 	communication, whether or not accompanied by written instructions of the member, of 
20.9 	a new appointment of a proxy with the limited liability company or the limited liability 
20.10 	company's duly authorized agent. Termination in any such manner revokes all prior proxy 
20.11 	appointments and is effective when filed with a manager of the limited liability company
20.12 	or when the telephonic transmission or authenticated electronic communication is received 
20.13 	by the limited liability company or the limited liability company's duly authorized agent. 
20.14 	The telephonic transmission or authenticated electronic communication must set forth or 
20.15 	be submitted with information from which it can be determined that the new appointment 
20.16 	was authorized by the member.

20.17 	Sec. 8. Minnesota Statutes 2006, section 322B.643, subdivision 2, is amended to read:
20.18 		Subd. 2.Meetings solely by means of remote communication. Any 
20.19 	meeting among governors may be conducted solely by one or more means of remote 
20.20 	communication through which all of the governors may participate with each other 
20.21 	during the meeting, if the same notice is given of the meeting as would be required by 
20.22 	subdivision 4, and if the number of governors participating in the meeting would be 
20.23 	sufficient to constitute a quorum. Participation in a meeting by that means constitutes 
20.24 	presence in person at the meeting.

20.25 	Sec. 9. Minnesota Statutes 2006, section 322B.643, subdivision 3, is amended to read:
20.26 		Subd. 3.Participation in meetings by means of remote communication. A 
20.27 	governor may participate in a board of governors meeting by means of conference 
20.28 	telephone or, if authorized by the board, by such other means of remote communication, in 
20.29 	each case through which the governor, other governors so participating, and all governors 
20.30 	physically present at the meeting may participate with each other during the meeting. 
20.31 	Participation in a meeting by that means constitutes presence in person at the meeting.

20.32 	Sec. 10. Minnesota Statutes 2006, section 322B.66, subdivision 1, is amended to read:
21.1 		Subdivision 1.Generally. A resolution approved by the affirmative vote of a 
21.2 	majority of the board of governors then holding office may establish committees having 
21.3 	the authority of the board in the management of the business of the limited liability 
21.4 	company only to the extent provided in the resolution. Committees may include a special 
21.5 	litigation committee consisting of one or more independent governors or other independent 
21.6 	persons to consider legal rights or remedies of the limited liability company and whether 
21.7 	those rights and remedies should be pursued. Committees other than special litigation 
21.8 	committees are subject at all times to the direction and control of the board of governors.

21.9 	Sec. 11. Minnesota Statutes 2006, section 322B.666, subdivision 1, is amended to read:
21.10 		Subdivision 1.Conflict and procedure when conflict arises. A contract or other 
21.11 	transaction between a limited liability company and one or more of its governors, or 
21.12 	between a limited liability company and an organization in or of which one or more of its 
21.13 	governors are governors, directors, managers, officers, or legal representatives or have a 
21.14 	material financial interest, is not void or voidable because the governor or governors or 
21.15 	the other organizations are parties or because the governor or governors are present at the 
21.16 	meeting of the members or the board of governors or a committee at which the contract or 
21.17 	transaction is authorized, approved, or ratified, if:
21.18 	(1) the contract or transaction was, and the person asserting the validity of the 
21.19 	contract or transaction sustains the burden of establishing that the contract or transaction 
21.20 	was, fair and reasonable as to the limited liability company at the time it was authorized, 
21.21 	approved, or ratified;
21.22 	(2) the material facts as to the contract or transaction and as to the governor's or 
21.23 	governors' interest are fully disclosed or known to the members, whether or not entitled 
21.24 	to vote, and the contract or transaction is approved in good faith by (i) the owners of 
21.25 	two-thirds of the voting power of the membership interests entitled to vote that are 
21.26 	owned by persons other than the interested governor or governors, or (ii) the unanimous 
21.27 	affirmative vote of all members, whether or not entitled to vote;
21.28 	(3) the material facts as to the contract or transaction and as to the governor's or 
21.29 	governors' interest are fully disclosed or known to the board of governors or a committee, 
21.30 	and the board of governors or committee authorizes, approves, or ratifies the contract or 
21.31 	transaction in good faith by a majority of the board of governors or committee members 
21.32 	currently holding office, but the interested governor or governors are shall not be counted 
21.33 	in determining the presence of a quorum and must shall not vote; or
21.34 	(4) the contract or transaction is a distribution described in section 322B.54, 
21.35 	subdivision 1, or a merger or exchange described in section 322B.70, subdivision 1 or 2. 

22.1 	Sec. 12. Minnesota Statutes 2006, section 322B.699, subdivision 1, is amended to read:
22.2 		Subdivision 1.Definitions. (a) For purposes of this section, the terms defined in this 
22.3 	subdivision have the meanings given them.
22.4 	(b) "Limited liability company" includes a domestic or foreign limited liability 
22.5 	company that was the predecessor of the limited liability company referred to in this 
22.6 	section in a merger or other transaction in which the predecessor's existence ceased upon 
22.7 	consummation of the transaction.
22.8 	(c) "Official capacity" means (1) with respect to a governor, the position of governor 
22.9 	in a limited liability company, (2) with respect to a person other than a governor, the 
22.10 	elective or appointive office or position held by a manager, member of a committee of 
22.11 	the board of governors, the employment relationship undertaken by an employee of the 
22.12 	limited liability company, or the scope of the services provided by members of the limited 
22.13 	liability company who provide services to the limited liability company, and (3) with 
22.14 	respect to a governor, manager, member, or employee of the limited liability company 
22.15 	who, while a member, governor, manager, or employee of the limited liability company, 
22.16 	is or was serving at the request of the limited liability company or whose duties in that 
22.17 	position involve or involved service as a governor, director, manager, officer, member, 
22.18 	partner, trustee, employee, or agent of another organization or employee benefit plan, the 
22.19 	position of that person as a governor, director, manager, officer, member, partner, trustee, 
22.20 	employee, or agent, as the case may be, of the other organization or employee benefit plan.
22.21 	(d) "Proceeding" means a threatened, pending, or completed civil, criminal, 
22.22 	administrative, arbitration, or investigative proceeding, including a proceeding by or in 
22.23 	the right of the limited liability company.
22.24 	(e) "Special legal counsel" means counsel who has not in the preceding five years (1)
22.25 	represented the limited liability company or a related organization, or in a capacity other 
22.26 	than special legal counsel, or (2) represented a governor, manager, member of a committee 
22.27 	of the board of governors, or employee, whose indemnification is in issue.

22.28 	Sec. 13. Minnesota Statutes 2006, section 322B.80, subdivision 1, is amended to read:
22.29 		Subdivision 1.Dissolution events. A limited liability company dissolves upon the 
22.30 	occurrence of any of the following events:
22.31 	(1) when the period, if any, fixed in the articles of organization for the duration of 
22.32 	the limited liability company expires, or if the limited liability company's term expires 
22.33 	pursuant to section 322B.20, subdivision 2, paragraph (a); 
22.34 	(2) by order of a court pursuant to sections 322B.833 and 322B.843; 
23.1 	(3) by action of the organizers prior to accepting contributions pursuant to section 
23.2 	322B.803; 
23.3 	(4) by action of the members after accepting contributions pursuant to section 
23.4 	322B.806; 
23.5 	(5)(i) for limited liability companies whose existence begins before August 1, 1999, 
23.6 	except as otherwise provided in the articles or a member control agreement, upon the 
23.7 	occurrence of an event that terminates the continued membership of a member in the 
23.8 	limited liability company, but the limited liability company is not dissolved and is not 
23.9 	required to be wound up by reason of any event that terminates the continued membership 
23.10 	of a member if (A) there is at least one remaining member and the existence and business 
23.11 	of the limited liability company is continued by the consent of all the remaining members 
23.12 	obtained no later than 90 days after the termination of the continued membership, or (B) if 
23.13 	the membership of the last or sole member terminates and the legal representative of that 
23.14 	last or sole member causes the limited liability company to admit at least one member;
23.15 	(ii) for limited liability companies whose existence begins on or after August 1, 
23.16 	1999, upon the occurrence of an event that terminates the continued membership of a 
23.17 	member in the limited liability company, but only if: (A) the articles of organization or a 
23.18 	member control agreement specifically provide that the termination causes dissolution 
23.19 	and in that event only as provided in the articles or member control agreement; or (B) if 
23.20 	the membership of the last or sole member terminates and the legal representative of that 
23.21 	last or sole member does not cause the limited liability company to admit at least one 
23.22 	member within 180 days after the termination;
23.23 	(6) a merger in which the limited liability company is not the surviving organization; 
23.24 	or
23.25 	(7) when terminated by the secretary of state according to section 322B.960. 

23.26 	Sec. 14. Minnesota Statutes 2006, section 322B.806, is amended to read:
23.27 	322B.806 NONJUDICIAL DISSOLUTION BY MEMBERS AFTER 
23.28 	ACCEPTING CONTRIBUTIONS.
23.29 		Subdivision 1.Manner. A limited liability company may be dissolved by the 
23.30 	members after accepting contributions when authorized in the manner set forth in this 
23.31 	section.
23.32 		Subd. 2.Notice and approval. (a) If the limited liability company has members:
23.33 	(1) written notice shall be given to each member, whether or not entitled to vote at a 
23.34 	meeting of members, within the time and in the manner provided in section 322B.34 for 
23.35 	notice of meetings of members and, whether the meeting is a regular or a special meeting, 
24.1 	must state that a purpose of the meeting is to consider dissolving the limited liability 
24.2 	company and that dissolution must be followed by the winding up and termination of the 
24.3 	limited liability company.; and
24.4 	(b) (2) the proposed dissolution must be submitted for approval at a meeting of 
24.5 	members. If the proposed dissolution is approved at a meeting by the affirmative vote of 
24.6 	the owners of a majority of the voting power of all membership interests entitled to vote, 
24.7 	the limited liability company is dissolved.
24.8 	(b) If the limited liability company no longer has any members, the governors may 
24.9 	authorize and commence the dissolution. If the governors take that action, the notice of 
24.10 	dissolution filed under section 322B.81 shall so reflect this fact and the governors shall 
24.11 	have the right to revoke the dissolution proceedings in accordance with section 322B.823, 
24.12 	subdivision 1.

24.13 	ARTICLE 3
24.14 	NONPROFIT LIMITED LIABILITY COMPANIES

24.15 	Section 1. Minnesota Statutes 2006, section 322B.03, subdivision 20, is amended to 
24.16 	read:
24.17 		Subd. 20.Foreign limited liability company. "Foreign limited liability company" 
24.18 	means a limited liability company organized for profit that is organized under or governed 
24.19 	by laws other than the laws of this state for a purpose or purposes for which a limited 
24.20 	liability company may be organized under this chapter.

24.21 	Sec. 2. Minnesota Statutes 2006, section 322B.03, is amended by adding a subdivision 
24.22 	to read:
24.23 		Subd. 31a.Nonprofit limited liability company. "Nonprofit limited liability 
24.24 	company" means a limited liability company that is a nonprofit limited liability company 
24.25 	under section 322B.975.

24.26 	Sec. 3. Minnesota Statutes 2006, section 322B.10, is amended to read:
24.27 	322B.10 PURPOSES.
24.28 	A limited liability company may be organized under this chapter for any business
24.29 	lawful purpose or purposes, unless some other statute of this state requires organization 
24.30 	for any of those purposes under a different law. Unless otherwise provided in its articles of 
24.31 	organization, a limited liability company has general business purposes.

25.1 	Sec. 4. Minnesota Statutes 2006, section 322B.78, is amended to read:
25.2 	322B.78 CONVERSION.
25.3 	A domestic limited liability company that is not a nonprofit limited liability company 
25.4 	may convert to a domestic corporation pursuant to sections 302A.681 to 302A.691. 

25.5 	Sec. 5. Minnesota Statutes 2006, section 322B.90, subdivision 2, is amended to read:
25.6 		Subd. 2.Limitations. A foreign limited liability company holding a valid certificate 
25.7 	of authority in this state has no greater rights and privileges than a domestic limited 
25.8 	liability company A certificate of authority does not authorize a foreign limited liability 
25.9 	company to engage in any business or exercise any power that a limited lability company 
25.10 	may not engage in or exercise in this state. The certificate of authority does not authorize 
25.11 	the foreign limited liability company to exercise any of its powers or purposes that a 
25.12 	domestic limited liability company is forbidden by law to exercise in this state.

25.13 	Sec. 6. [322B.975] NONPROFIT LIMITED LIABILITY COMPANIES.
25.14 		Subdivision 1.Status as nonprofit limited liability company. A limited liability 
25.15 	company is a nonprofit limited liability company if it is organized under or governed by 
25.16 	this chapter and its articles of organization state that it is a nonprofit limited liability 
25.17 	company governed by this section.
25.18 		Subd. 2.Limitations on pecuniary gain and distributions to members. A 
25.19 	nonprofit limited liability company may not:
25.20 	(1) be formed for a purpose involving pecuniary gain to its members, other than to 
25.21 	members that are nonprofit organizations or subdivisions, units, or agencies of the United 
25.22 	States or a state or local government; or
25.23 	(2) pay dividends, make distributions, or pay other pecuniary remuneration, directly 
25.24 	or indirectly, to its members, other than to members that are nonprofit organizations or 
25.25 	subdivisions, units, or agencies of the United States or a state or local government.
25.26 		Subd. 3.Limitations on persons who may be members. A natural person may not 
25.27 	be a member of, or own any financial rights or governance rights in, a nonprofit limited 
25.28 	liability company.
25.29 		Subd. 4.Purposes; conduct. (a) Subject to subdivision 2:
25.30 	(1) a nonprofit limited liability company may be organized under this chapter for 
25.31 	any lawful purpose, unless another statute requires incorporation or organization for a 
25.32 	purpose under a different law; and
25.33 	(2) a nonprofit limited liability company has a general purpose of engaging in any 
25.34 	lawful activity unless otherwise limited in its articles of organization.
26.1 	(b) A nonprofit limited liability company engaging in conduct that is regulated by 
26.2 	another statute is subject to the limitations of the other statute.
26.3 		Subd. 5.Provisions of chapter 317A applicable to nonprofit limited liability 
26.4 	companies. (a) Section 317A.251 applies to a governor as if the governor were a director 
26.5 	of a nonprofit corporation, and section 322B.663 does not apply.
26.6 	(b) Section 317A.255 applies to, and with regard to, a governor as if the governor 
26.7 	were a director of a nonprofit corporation, and section 322B.666 does not apply.
26.8 	(c) Section 317A.257 applies to a person who serves without compensation as a 
26.9 	governor, manager, member, or agent of a nonprofit limited liability company as if such 
26.10 	person were serving without compensation as a director, officer, member, or agent of 
26.11 	a nonprofit corporation.
26.12 	(d) Section 317A.671 regarding the diversion of certain assets applies to a nonprofit 
26.13 	limited liability company as if it were a nonprofit corporation governed by chapter 317A.
26.14 	(e) Section 317A.735 regarding the distribution of assets on dissolution applies to 
26.15 	a nonprofit limited liability company as if it were a nonprofit corporation governed by 
26.16 	chapter 317A.
26.17 	(f) Section 317A.751 regarding judicial intervention applies to a nonprofit limited 
26.18 	liability company as if it were a nonprofit corporation governed by chapter 317A.
26.19 		Subd. 6.Notice to and authority of attorney general. The attorney general has 
26.20 	the same authority and powers with regard to a nonprofit limited liability company as the 
26.21 	attorney general has with regard to a corporation governed by chapter 317A.