Engrossments
Introduction		Posted on 02/17/2010
1st Engrossment		Posted on 03/08/2010
2nd Engrossment		Posted on 04/12/2010

ARTICLE 1

BUSINESS ORGANIZATIONS

Section 1.

Minnesota Statutes 2008, section 302A.011, subdivision 18, is amended to
read:

Subd. 18.

Officer.

"Officer" means new text begin the chief executive officer, the chief financial
officer, new text end a person elected, appointed, or otherwise designated as an officer deleted text begin by the boarddeleted text end new text begin
pursuant to section 302A.311new text end , and any other person deemed elected as an officer pursuant
to section 302A.321.

Sec. 2.

Minnesota Statutes 2008, section 302A.215, subdivision 3, is amended to read:

Subd. 3.

Modifications of cumulative voting.

new text begin With respect to a corporation that
is not a publicly held corporation, new text end no amendment to the articles or bylaws that has the
effect of denying, limiting, or modifying the right to cumulative voting for directors
provided in this section shall be adopted if the votes of a proportion of the voting power
sufficient to elect a director at an election of the entire board under cumulative voting
are cast against the amendment.

Sec. 3.

Minnesota Statutes 2008, section 302A.311, is amended to read:

302A.311 OTHER OFFICERS.

The board may elect or appoint, in a manner set forth in the articles or bylaws or in
a resolution approved by the affirmative vote of a majority of the directors present, any
other officers deleted text begin or agentsdeleted text end the board deems necessary for the operation and management of
the corporation, each of whom shall have the powers, rights, duties, responsibilities, and
terms in office provided for in the articles or bylaws or determined by the board.new text begin To the
extent authorized in the articles, the bylaws, or a resolution approved by the affirmative
vote of a majority of the directors present, the chief executive officer may appoint one
or more officers, other than the chief financial officer. An election or appointment as
described in this section is subject to the provisions of a shareholder control agreement.
new text end

Sec. 4.

Minnesota Statutes 2008, section 302A.341, subdivision 2, is amended to read:

Subd. 2.

Removal.

An officer may be removed at any time, with or without cause,
by a resolution approved by the affirmative vote of a majority of the directors presentdeleted text begin ,
subject to the provisions of a shareholder control agreementdeleted text end . deleted text begin Thedeleted text end new text begin An officer appointed by
the chief executive officer may also be removed at any time, with or without cause, by the
chief executive officer. To the extent authorized in the articles, the bylaws, or a resolution
approved by the affirmative vote of a majority of the directors present, the chief executive
officer of a corporation that is not a closely held corporation may remove an officer elected
or appointed by the board, other than the chief financial officer. Anew text end removalnew text begin as described
in this subdivision is subject to the provisions of a shareholder control agreement andnew text end is
without prejudice to any contractual rights of the officer.

Sec. 5.

Minnesota Statutes 2008, section 302A.402, subdivision 3, is amended to read:

Subd. 3.

By action of board alone; filing of articles of amendment.

(a) Subject to
the restrictions provided in subdivision 2 or any provision in the articles that states that
section 302A.402, subdivision 3, does not apply, a share dividend, division, or combination
may be effected by action of the board alone, without the approval of shareholders under
sections 302A.135 and 302A.137. In effecting a new text begin share dividend, new text end divisionnew text begin ,new text end or combination
under this subdivision, the board may amend the articles to increase or decrease the par
value of shares, increase or decrease the number of authorized shares, new text begin but only if the
amendment will not result in the percentage of authorized shares of any class or series
remaining unissued after the share dividend, division, or combination exceeding the
percentage of authorized shares of that class or series that were unissued before the share
dividend, division, or combination, new text end and make any other change necessary or appropriate to
deleted text begin assuredeleted text end new text begin ensurenew text end that the rights or preferences of the holders of outstanding shares of any class
or series will not be adversely affected by the new text begin share dividend, new text end divisionnew text begin ,new text end or combination.

(b) If a new text begin share dividend, new text end divisionnew text begin ,new text end or combination that includes an amendment of the
articles is effected under this subdivision, then articles of amendment must be prepared
that contain the information required by section 302A.139 and a statement that the
amendment will not adversely affect the rights or preferences of the holders of outstanding
shares of any class or series and will not result in the percentage of authorized shares of
any class or series that remains unissued after the new text begin share dividend, new text end divisionnew text begin ,new text end or combination
exceeding the percentage of authorized shares of that class or series that were unissued
before the new text begin share dividend, new text end divisionnew text begin ,new text end or combination.

Sec. 6.

Minnesota Statutes 2008, section 302A.402, subdivision 4, is amended to read:

Subd. 4.

Changes in voting rights; fractional shares.

For purposes of this section,
an increase or decrease in the relative voting rights of the shares that are the subject of the
new text begin share dividend, new text end divisionnew text begin ,new text end or combination that arises solely from the increase or decrease
in the number of shares outstanding is not an adverse effect on the outstanding shares of
any class or series and any increase in the percentage of authorized shares remaining
unissued arising solely from the elimination of fractional shares under section 302A.423
must be disregarded.

Sec. 7.

Minnesota Statutes 2008, section 302A.429, subdivision 2, is amended to read:

Subd. 2.

Restrictions permitted.

A written restriction on the transfer or registration
of transfer of securities of a corporation that is not manifestly unreasonable under the
circumstances and is either: (1) noted conspicuously on the face or back of the certificate;
or (2) included in information sent to the holders of uncertificated shares in accordance
with section 302A.417, subdivision 7, deleted text begin may be enforceddeleted text end new text begin is valid and specifically
enforceablenew text end against the holder of the restricted securities or a successor or transferee of
the holder, including a pledgee or a legal representative. Unless noted conspicuously
on the face or back of the certificate or included in information sent to the holders of
uncertificated shares in accordance with section 302A.417, subdivision 7, a restriction,
even though permitted by this section, is ineffective against a person without knowledge
of the restriction. A restriction under this section is deemed to be noted conspicuously and
is effective if the existence of the restriction is stated on the certificate and reference is
made to a separate document creating or describing the restriction.

Sec. 8.

Minnesota Statutes 2008, section 302A.435, subdivision 1, is amended to read:

Subdivision 1.

To whom given.

Except as otherwise provided in this chapter, notice
of all meetings of shareholders shall be given to every holder of shares entitled to vote,
unless:

(1) the meeting is an adjourned meeting to be held not more than 120 days after the
date fixed for the original meeting and the date, time, and place of the meeting were
announced at the time of the original meeting or any adjournment of the original meeting;
or

(2) the following have been mailed by first class mail to a shareholder at the address
in the corporate records and returned undeliverable:

(i) two consecutive deleted text begin annualdeleted text end new text begin regularnew text end meeting notices and notices of any special
meetings held during the period between the two deleted text begin annualdeleted text end new text begin regularnew text end meetings; or

(ii) all payments of dividends sent during a 12-month period, provided there are at
least two sent during the 12-month period.

If notice of an adjourned meeting is required under clause (1), then the date for
determination of shares entitled to notice of and entitled to vote at the adjourned meeting
must comply with section 302A.445, subdivision 1, except that if the date of the meeting
is set by court order, the court may provide that the original date of determination will
continue in effect or may fix a new date.

An action or meeting that is taken or held without notice under clause (2) has the
same force and effect as if notice was given. If the shareholder delivers a written notice of
the shareholder's current address to the corporation, the notice requirement is reinstated.

Sec. 9.

Minnesota Statutes 2008, section 302A.461, subdivision 2, is amended to read:

Subd. 2.

Sec. 10.

Minnesota Statutes 2008, section 302A.661, subdivision 1, is amended to read:

Subdivision 1.

Shareholder approval; when not required.

A corporation may, by
affirmative vote of a majority of the directors present, upon those terms and conditions
and for those considerations, which may be money, securities, or other instruments for
the payment of money or other property, as the board deems expedient, and without
shareholder approval:

(1) sell, lease, transfer, or otherwise dispose of all or substantially all of its property
and assets in the usual and regular course of its business;

(2) grant a security interest in all or substantially all of its property and assets
whether or not in the usual and regular course of its business; or

(3) transfer any or all of its property to an organization all the shares or other
ownership interests of which are ownednew text begin directly, or indirectly through wholly owned
organizations,new text end by the corporation.

Sec. 11.

Minnesota Statutes 2008, section 317A.011, subdivision 15, is amended to
read:

Subd. 15.

Officer.

"Officer" means new text begin the president, the treasurer, however designated,
new text end a person elected, appointed, or otherwise designated as an officer deleted text begin by the board or the
membersdeleted text end new text begin pursuant to section 317A.311new text end , and a person deleted text begin considereddeleted text end new text begin deemed new text end elected an officer
under section 317A.321.

Sec. 12.

Minnesota Statutes 2008, section 317A.111, subdivision 3, is amended to read:

Subd. 3.

Statutory provisions that may be modified in articles or bylaws.

The
following provisions govern a corporation unless modified in the articles or bylaws:

(1) a certain method must be used for amending the articles (section 317A.133);

(2) a corporation has perpetual duration and certain powers (section 317A.161);

(3) certain procedures apply to the adoption, amendment, or repeal of bylaws by the
membersnew text begin with voting rightsnew text end (section 317A.181);

(4) a director holds office until expiration of the director's term and election of
a successor (section 317A.207);

(5) the term of a director filling a vacancy expires at the end of the term the director
is filling (section 317A.207);

(6) the compensation of directors is fixed by the board (section 317A.211);

(7) a certain method must be used for removal of directors (section 317A.223);

(8) a certain method must be used for filling board vacancies (section 317A.227);

(9) board meetings must be held at least once per yearnew text begin ,new text end and if the board fails to select
a place for a board meeting, it must be held at the registered office (section 317A.231);

(10) a director may call a board meeting, and the notice of the meeting need not state
the purpose of the meeting (section 317A.231);

(11) a majority of the board is a quorum (section 317A.235);

(12) the affirmative vote of the majority of directors present is required for board
action (section 317A.237);

(13) a committee consists of one or more persons, who need not be directors,
appointed by the board (section 317A.241new text begin , subdivision 2), and a committee may create one
or more subcommittees and may delegate to a subcommittee any, or all, of the authority of
the committee (section 317A.241, subdivision 3new text end );

(14) the president and treasurer have certain duties, until the board determines
otherwise (section 317A.305);

(15) a certain method must be used for removal of officers (section 317A.341);

(16) officers may delegate some or all of their duties and powers, if not prohibited by
the board from doing so (section 317A.351);

(17) a corporation does not have members (section 317A.401);

(18) the board may determine the consideration required to admit members (section
317A.401);

(19) all members are entitled to vote and have equal rights and preferences in
matters (section 317A.401);

(20) memberships may not be transferred (section 317A.405);

(21) a corporation with voting members must hold a regular meeting of voting
members annually (section 317A.431);

(22) if a specific minimum notice period has not been fixed by law, at least five days'
notice is required for a meeting of members (section 317A.435);

(23) the board may fix a date up to 60 days before the date of a members meeting
as the date for determination of the members entitled to notice of and entitled to vote at
the meeting (section 317A.437);

(24) each membernew text begin with voting rightsnew text end has one vote (section 317A.441);

(25) the affirmative vote of the majority of members with voting rights present and
entitled to vote is required for action of the members, unless this chapter or the articles or
bylaws require a greater vote or voting by class (section 317A.443);

(26) membersnew text begin with voting rightsnew text end may take action at a meeting by voice or ballot, by
unanimous action without a meeting, by mailed ballot, or by electronic communication
(section 317A.443);

(27) the number of members required for a quorum is ten percent of the members
entitled to vote (section 317A.451);

(28) certain procedures govern acceptance of member acts (section 317A.455); and

(29) indemnification of certain persons is required (section 317A.521).

Sec. 13.

Minnesota Statutes 2008, section 317A.111, subdivision 4, is amended to read:

Subd. 4.

Optional provisions; specific subjects.

The following provisions relating
to the management or regulation of the affairs of a corporation may be included in the
articles or, except for naming members of the first board, in the bylaws:

(1) the first board of directors may be named in the articles (section 317A.171);

(2) additional qualifications for directors may be imposed (section 317A.205);

(3) terms of directors may be staggered (section 317A.207);

(4) the day or date, time, and place of board meetings may be fixed (section
317A.231);

(5) in addition to the president, authority to sign and deliver certain documents may
be delegated to an officer or agent of the corporation (section 317A.305);

(6) additional officers may be designated (section 317A.311);

(7) additional powers, rights, duties, and responsibilities may be given to officers
(section 317A.311);

(8) a method for filling vacant offices may be specified (section 317A.341);

(9) membership criteria and procedures for admission may be established (section
317A.401);

(10) membership terms may be fixed (section 317A.401);

(11) a corporation may levy dues, assessments, or fees on members (section
317A.407);

(12) a corporation may buy memberships (section 317A.413);

(13) a corporation may have delegates with some or all the authority of members
(section 317A.415);

(14) the day or date, time, and place of regular member meetings or the place of
special meetings may be fixed (section 317A.431);

(15) certain persons may be authorized to call special meetings of members (section
317A.433);

(16) notices of special member meetings may be required to contain certain
information (section 317A.433);

(17) a larger than majority vote may be required for member action (section
317A.443);

(18) membersnew text begin with voting rightsnew text end may vote by proxy (section 317A.453); and

(19) membersnew text begin with voting rightsnew text end may enter into voting agreements (section
317A.457).

Sec. 14.

Minnesota Statutes 2008, section 317A.111, is amended by adding a
subdivision to read:

new text begin Subd. 8. new text end

new text begin Dependence on facts outside of the articles. new text end

new text begin Except for provisions
included pursuant to subdivision 1, a provision of the articles may:
new text end

new text begin (1) be made dependent upon facts ascertainable outside the articles, but only if the
manner in which the facts operate upon the provision is clearly and expressly set forth
in the articles; and
new text end

new text begin (2) incorporate by reference some or all of the terms of an agreement, contract, or
other arrangement entered into by the corporation, but only if the corporation retains at
its principal executive office a copy of the agreement, contract, or other arrangement
or the portions incorporated by reference.
new text end

Sec. 15.

Minnesota Statutes 2008, section 317A.133, subdivision 1, is amended to read:

Subdivision 1.

Approval by incorporators or board.

A majority of incorporators
may amend the articles by written action if no directors are named in the original articles,
if no directors have been elected, and if there are no members with voting rights. A
majority of new text begin all new text end directors may amend the articles if there are no members with voting rights,
if members with voting rights have authorized the board to amend the articles under
subdivision 3, or if the amendment merely restates the existing articles, as amended.
Notice of the meeting and of the proposed amendment must be given to the board. An
amendment restating the existing articles may, but need not, be submitted to and approved
by the membersnew text begin with voting rightsnew text end as provided in subdivision 2.

Sec. 16.

Minnesota Statutes 2008, section 317A.133, subdivision 2, is amended to read:

Subd. 2.

Approval by board and members with voting rights.

Amendments to
the articles must be approved bynew text begin the affirmative vote ofnew text end a majority of deleted text begin thedeleted text end new text begin allnew text end directors and
by the members with voting rights. If an amendment is initiated by the directors, proper
notice of the proposed amendment must precede a deleted text begin memberdeleted text end meetingnew text begin of the members
with voting rightsnew text end at which the amendment will be considered and must include the
substance of the proposed amendment. If an amendment is proposed and approved by
the membersnew text begin with voting rightsnew text end , deleted text begin thedeleted text end new text begin thosenew text end members may demand a special board meeting
within 60 days for consideration of the proposed amendment if a regular board meeting
would not occur within 60 days.

Sec. 17.

Minnesota Statutes 2008, section 317A.133, subdivision 3, is amended to read:

Subd. 3.

Approval by board where members have voting rights.

(a) The
members with voting rights may authorize the board of directors, subject to paragraph (c),
to exercise from time to time the power of amendment of the articles without deleted text begin memberdeleted text end
approvalnew text begin of the members with voting rightsnew text end .

(b) When the membersnew text begin with voting rightsnew text end have authorized the board of directors to
amend the articles, the board of directors, bynew text begin the affirmative vote ofnew text end a majority deleted text begin votedeleted text end new text begin of all
directorsnew text end , unless the articles, bylaws, or the members' resolution authorizing the board
action require a greater vote, may amend the articles at a meeting of the board. Notice of
the meeting and of the proposed amendment must be given to the board.

(c) The members with voting rights deleted text begin voting at a meeting duly called for the purpose,
deleted text end may prospectively revoke the authority of the board to exercise the power of the members
to amend the articlesnew text begin at a meeting duly called for that purposenew text end .

Sec. 18.

Minnesota Statutes 2008, section 317A.181, is amended by adding a
subdivision to read:

new text begin Subd. 1a. new text end

new text begin Adoption and amendment; no members with voting rights. new text end

new text begin Initial
bylaws may be adopted under section 317A.171 by a majority of the incorporators or the
first board. The bylaws may be amended in the manner provided in the articles or bylaws.
In the absence of such provision, a majority of directors may amend or repeal the bylaws.
new text end

Sec. 19.

Minnesota Statutes 2008, section 317A.181, subdivision 2, is amended to read:

Subd. 2.

Adoptiondeleted text begin ; amendmentsdeleted text end new text begin and amendment; members with voting rightsnew text end .

(a) new text begin Unless reserved by the articles to the members with voting rights, new text end initial bylaws may
be adopted under section 317A.171 bynew text begin a majority ofnew text end the incorporators or by the first board.
Unless reserved by the articles to the members, the power to adopt, amend, or repeal
the bylaws is vested in the board. The power of the board is subject to the power of
the members with voting rights under paragraph (b) to adopt, amend, or repeal bylaws
adopted, amended, or repealed by the board. deleted text begin After the adoption of the initial bylaws and if
there are members with voting rights, the board may not adopt, amend, or repeal a bylawdeleted text end new text begin
The bylaws may be amended in the manner provided in the articles or bylaws. In the
absence of such provision, the following bylaw amendments are subject to approval by
the members with voting rights:new text end fixing a quorum for meetings of membersdeleted text begin ,deleted text end new text begin ;new text end prescribing
procedures for removing directors or filling vacancies in the boarddeleted text begin , ordeleted text end new text begin ;new text end fixing the number
of directors or their classifications, qualifications, or terms of officedeleted text begin , but may adopt or
amend a bylaw to increase the number of directors. A bylaw amendment to increase
or decrease the vote required for a member action must be approved by the membersdeleted text end new text begin
prescribing procedures for removing or adding members; and increasing or decreasing the
vote required for a member action. The board may adopt or amend a bylaw provision to
increase the number of directors without member approvalnew text end .

(b) Unless the articles or bylaws provide otherwise, at least 50 members with
voting rights or ten percent of the members with voting rights, whichever is less, may
propose a resolution for action by the members to adopt, amend, or repeal bylaws adopted,
amended, or repealed by the board. The resolution must contain the provisions proposed
for adoption, amendment, or repeal. The limitations and procedures for submitting,
considering, and adopting the resolution are the same as provided in section 317A.133,
for amendment of the articles, except that board approval is not required. deleted text begin The articles or
bylaws may impose different or additional requirements for the members to adopt, amend,
or repeal the bylaws.deleted text end

Sec. 20.

Minnesota Statutes 2008, section 317A.203, is amended to read:

317A.203 NUMBER.

A board of directors must consist of three or more individuals, with the number
specified in or fixed in accordance with the articles or bylaws.new text begin Notwithstanding section
317A.227, if the power to elect or appoint directors is vested in the board of directors and
if the number of directors falls below three, or such greater minimum number set forth in
the articles or bylaws, a majority of the directors in office may appoint or elect the number
of additional directors necessary to increase the board to three directors or such greater
minimum set forth in the articles or bylaws.
new text end

Sec. 21.

Minnesota Statutes 2008, section 317A.227, is amended to read:

317A.227 VACANCIES.

(a) Unless the articles or bylaws provide otherwise, and except as provided in
paragraphs (b), (c), and (d), if a vacancy occurs on the board of directors, including a
vacancy resulting from an increase in the number of directors:

(1) the members with voting rights, if any, may fill the vacancy; or

(2) the remaining members of the board, though less than a quorum, may fill the
vacancy.

(b) If a vacant office was held by a director elected by a class, chapter, or other
organizational unit or by region or other geographic grouping, only membersnew text begin with voting
rightsnew text end of the class, chapter, unit, or grouping are entitled to vote to fill the vacancy.

(c) If a vacant office was held by an appointed director, only the person who
appointed the director may fill the vacancy.

(d) A vacancy that will occur at a specific later date may be filled before the vacancy
occurs but the new director may not take office until the vacancy occurs.

Sec. 22.

Minnesota Statutes 2008, section 317A.231, subdivision 1, is amended to read:

Subdivision 1.

Time; place.

Meetings of the board may be held as provided in the
articles or bylaws in or out of this state. Unless the articles or bylaws provide otherwise,
a meeting of the board must be held at least once per year. If the articles or bylaws
or the board fail to select a placenew text begin or method for selecting a placenew text end for a meeting, the
meeting must be held at the registered office. deleted text begin The board of directors may determine under
subdivision 2 that a meeting of the board of directors shall be held solely by means of
remote communication.
deleted text end

Sec. 23.

Minnesota Statutes 2008, section 317A.231, subdivision 4, is amended to read:

Subd. 4.

Calling meetings; notice.

(a) Unless the articles or bylaws provide
otherwise, a director may call a board meeting by giving five days' notice to all directors
of the date, time, and place of the meeting. The noticenew text begin must contain the substance of
the proposed amendment to the articles but otherwisenew text end need not state the purpose of the
meeting unless the articles or bylaws require it.

(b) If the day or date, time, and place of a board meeting have been provided in the
articles or bylaws, or announced at a previous meeting of the board, notice is not required.
Notice of an adjourned meeting need not be given other than by announcement at the
meeting at which adjournment is taken.

(c) Any notice to a director given under any provision of this chapter, the articles, or
the bylaws by a form of electronic communication consented to by the director to whom
the notice is given is effective when given. The notice is deemed given if by:

(1) facsimile communication, when directed to a telephone number at which the
director has consented to receive notice;

(2) electronic mail, when directed to an electronic mail address at which the director
has consented to receive notice;

(3) a posting on an electronic network on which the director has consented to
receive notice, together with a separate notice to the director of the specific posting, upon
the later of:

(i) the posting; or

(ii) the giving of the separate notice; and

(4) any other form of electronic communication by which the director has consented
to receive notice, when directed to the director.

An affidavit of the secretary, other authorized officer, or authorized agent of the
corporation, that the notice has been given by a form of electronic communication is, in
the absence of fraud, prima facie evidence of the facts stated in the affidavit.

(d) Consent by a director to notice given by electronic communication may be given
in writing or by authenticated electronic communication. Any consent so given may be
relied upon until revoked by the director, provided that no revocation affects the validity
of any notice given before receipt of revocation of the consent.

Sec. 24.

Minnesota Statutes 2008, section 317A.237, is amended to read:

317A.237 ACT OF THE BOARD.

The board shall take action by the affirmative vote of a majority of directors with
voting rights present and entitled to vote at a duly held meeting, unless this chapter or the
articles or bylaws require the affirmative vote of a larger proportion or number.new text begin Proxy
voting is not permitted.
new text end

Sec. 25.

Minnesota Statutes 2008, section 317A.239, subdivision 1, is amended to read:

Subdivision 1.

Method.

An action required or permitted to be taken at a board
meeting may be taken by written action signed, or consented to by authenticated electronic
communication, by all of the directors. If the articles so provide, an action, other than
an action requiring deleted text begin memberdeleted text end approvalnew text begin of members with voting rightsnew text end , may be taken by
written action signed, or consented to by authenticated electronic communication, by the
number of directors that would be required to take the same action at a meeting of the
board at which all directors were present.

Sec. 26.

Minnesota Statutes 2008, section 317A.239, subdivision 3, is amended to read:

Subd. 3.

Notice; liability.

When written action is permitted to be taken by less than
all directors, all directors must be notified immediately of its text and effective date.
Failure to provide the notice does not invalidate the written action. A director who does
not sign or consent to the written action is not liable for the actionnew text begin or actions taken therebynew text end .

Sec. 27.

Minnesota Statutes 2008, section 317A.241, subdivision 2, is amended to read:

Subd. 2.

Membership.

Committee members must be natural persons. Unless the
articles or bylaws provide otherwise, a committee must consist of one or more persons,
who need not be directors, appointed by the deleted text begin boarddeleted text end new text begin affirmative vote of a majority of the
directors presentnew text end .

Sec. 28.

Minnesota Statutes 2008, section 317A.241, is amended by adding a
subdivision to read:

new text begin Subd. 7. new text end

new text begin Subcommittees. new text end

new text begin Unless otherwise provided in the articles, the bylaws, or
the resolution of the board establishing the committee, a committee may create one or
more subcommittees and may delegate to a subcommittee any or all of the authority of the
committee. In this chapter, unless the language or context clearly indicates that a different
meaning is intended, any reference to a committee is deemed to include a subcommittee,
and any reference to a committee member is deemed to include a subcommittee member.
new text end

Sec. 29.

Minnesota Statutes 2008, section 317A.255, subdivision 1, is amended to read:

Subdivision 1.

Conflict; procedure when conflict arises.

(a) A contract or other
transaction between a corporation and: (1) its director or a member of the family of its
director; (2) a director of a related organization, or a member of the family of a director
of a related organization; or (3) an organization in or of which the corporation's director,
or a member of the family of its director, is a director, officer, or legal representative or
has a material financial interest; is not void or voidable because the director or the other
individual or organization are parties or because the director is present at the meeting of
the members or the board or a committee at which the contract or transaction is authorized,
approved, or ratified, if a requirement of paragraph (b) is satisfied.

(b) A contract or transaction described in paragraph (a) is not void or voidable if:

(1) the contract or transaction was, and the person asserting the validity of the
contract or transaction has the burden of establishing that the contract or transaction was,
fair and reasonable as to the corporation when it was authorized, approved, or ratified;

(2) the material facts as to the contract or transaction and as to the director's interest
are fully disclosed or known to the members and the contract or transaction is approved
in good faith by two-thirds of the members entitled to vote, not counting any vote that
the interested director might otherwise have, or the unanimous affirmative vote of all
members, whether or not entitled to vote;

(3) the material facts as to the contract or transaction and as to the director's interest
are fully disclosed or known to the board or a committee, and the board or committee
authorizes, approves, or ratifies the contract or transaction in good faith by a majority of
the deleted text begin boarddeleted text end new text begin directorsnew text end or committeenew text begin members currently holding office, provided that the
interested director or directors may not vote and are not considered present for purposes
of a quorum. If, as a result, the number of remaining directors is not sufficient to reach
a quorum, a quorum for the purpose of considering the contract or transaction is the
number of remaining directors or committee membersnew text end , not counting any vote that the
interested director might otherwise have, and not counting the director in determining the
presence of a quorum; or

(4) the contract or transaction is a merger or consolidation described in section
317A.601.

Sec. 30.

Minnesota Statutes 2008, section 317A.301, is amended to read:

317A.301 OFFICERS REQUIRED.

A corporation must have one or more natural persons exercising the functions of the
offices of president and treasurer, however designated. deleted text begin The board shall elect or appoint
officers, except to the extent that the articles or bylaws provide that the members may
elect or appoint officers.
deleted text end

Sec. 31.

Minnesota Statutes 2008, section 317A.311, is amended to read:

317A.311 OTHER OFFICERS.

Except to the extent that the articles or bylaws provide that the members may
exercise the powers under this section, the board may elect or appoint, in a manner set
forth in the articles or bylaws or in a resolution adopted by the board, other officers deleted text begin or
agentsdeleted text end the board considers necessary for the operation and management of the corporation,
each of whom has the powers, rights, duties, responsibilities, and terms in office provided
for in the articles or bylaws or determined by the board.new text begin Unless reserved to the members
with the voting rights, to the extent authorized in the articles, the bylaws, or a resolution
approved by the affirmative vote of a majority of the directors present, the president may
appoint one or more officers, other than the treasurer.
new text end

Sec. 32.

Minnesota Statutes 2008, section 317A.315, is amended to read:

317A.315 MULTIPLE OFFICES.

new text begin Unless the articles or bylaws provide otherwise, new text end any number of offices or functions
of those offices may be held or exercised by the same person. If a document must be signed
by persons holding different offices or functions and a person holds or exercises more than
one of those offices or functions, that person may sign the document in more than one
capacity, but only if the document indicates each capacity in which the person signs.

Sec. 33.

Minnesota Statutes 2008, section 317A.321, is amended to read:

317A.321 OFFICERS CONSIDERED ELECTED.

In the absence of an election or appointment of officers by the board or the membersnew text begin
with voting rightsnew text end , the person exercising the principal functions of the president or the
treasurer is considered to have been elected to the office.

Sec. 34.

Minnesota Statutes 2008, section 317A.341, subdivision 2, is amended to read:

Subd. 2.

Removal.

Except as otherwise provided in the articles or bylaws, an
officer may be removed, with or without cause, by a resolution adopted by the board or
by the membersnew text begin with voting rightsnew text end , whichever elected or appointed the officer. deleted text begin Thedeleted text end new text begin An
officer appointed by the president may also be removed at any time, with or without
cause, by the president. To the extent authorized in the articles, the bylaws, or a resolution
approved by the affirmative vote of a majority of the directors present, the president of
a corporation may remove an officer elected or appointed by the board, other than the
treasurer. A new text end removal new text begin as described in this subdivision new text end is without prejudice to contractual
rights of the officer.

Sec. 35.

Minnesota Statutes 2008, section 317A.521, subdivision 9, is amended to read:

Subd. 9.

Indemnification of other persons.

deleted text begin This section does notdeleted text end new text begin Nothing in
this section shall be construed tonew text end limit the power of a corporation to indemnify deleted text begin otherdeleted text end
personsnew text begin other than a director, officer, employee, or member of a committee of the board of
the corporation by contract or otherwisenew text end .

Sec. 36.

Minnesota Statutes 2008, section 317A.613, subdivision 2, is amended to read:

Subd. 2.

Approval by board and members with voting rights.

When a constituent
corporation has members with voting rights, the board of directors of the corporation shall
adopt a resolution bynew text begin the affirmative vote ofnew text end a majority deleted text begin votedeleted text end of all directors approving a
proposed plan of merger or consolidation and directing that the plan be submitted to a vote
at a meeting of the members with voting rights. Notice of the meeting must be givennew text begin to
each member with voting rightsnew text end , accompanied by a copy or summary of the proposed plan.
Unless the articles or bylaws require a greater vote, the plan of merger or consolidation is
adopted upon receiving the affirmative vote of a majority of the members deleted text begin who vote upon
the proposed plandeleted text end new text begin with voting rights voting on the actionnew text end .

Sec. 37.

Minnesota Statutes 2008, section 317A.661, is amended to read:

317A.661 TRANSFER OF ASSETS; deleted text begin WHEN PERMITTEDdeleted text end new text begin REQUIRED
APPROVALnew text end .

Subdivision 1.

deleted text begin Memberdeleted text end Approvaldeleted text begin ; when notdeleted text end required.

new text begin A corporation may sell,
lease, transfer, dispose of, or grant a security interest in all or substantially all of its
property and assets only as provided in this section.
new text end

new text begin Subd. 1a. new text end

new text begin Transfer of assets in the regular course of business; approval
by board. new text end

Unless otherwise provided in its articles or bylaws, a corporation, by new text begin the
new text end affirmative vote of deleted text begin the boarddeleted text end new text begin a majoritynew text end of directors, may sell, lease, transfer, or dispose
of all or substantially all of its property and assets in the usual and regular course of its
activities deleted text begin and, subject to section 317A.501, subdivision 1, grant a security interest in all or
substantially all of its property and assets whether or not in the usual and regular course of
its activities,deleted text end upon those terms and conditions and for those considerations, which may be
money, securities, or other instruments for the payment of money or other property, as
the board considers expedientdeleted text begin , in which case no member approval is requireddeleted text end . new text begin Member
approval is not required under this section.new text end

Subd. 2.

deleted text begin Voting member approval; when requireddeleted text end new text begin Transfer of assets not in the
regular course of businessnew text end .

new text begin (a) new text end A corporation, by new text begin the new text end affirmative vote of deleted text begin the boarddeleted text end new text begin a
majoritynew text end of new text begin all new text end directors, may sell, lease, transfer, or dispose of all or substantially all of
its property and assets, including its good will, not in the usual and regular course of its
activities, upon those terms and conditions and for those considerations, which may be
money, securities, or other instruments for the payment of money or other property, as the
board considers expedientdeleted text begin , when approved at a regular or special meeting of the members
by the affirmative vote of the majority of thedeleted text end new text begin . If there arenew text end members with voting rightsnew text begin , the
sale, lease, transfer, or disposition must be submitted to the members under paragraph (b)new text end .
If there are no members with voting rights, member approval is not required.

deleted text begin Notice of the meeting must be given to the members with voting rights. Thedeleted text end new text begin (b)
Writtennew text end noticenew text begin must be given to each member with voting rights, within the time and in the
manner provided in section 317A.435 for notice of meetings of members and, whether
the meeting is a regular or special meeting,new text end must state that a purpose of the meeting is
to consider the sale, lease, transfer, or other disposition of all or substantially all of the
property and assets of the corporation.new text begin The sale, lease, transfer, or disposition must be
approved at a regular or special meeting of the members by the affirmative vote of the
majority of the members with voting rights voting on the action.
new text end

new text begin Subd. 2a. new text end

new text begin Grant of security interest; approval by board. new text end

new text begin Unless otherwise
provided in its articles or bylaws and subject to section 317A.501, subdivision 1, a
corporation may, by the affirmative vote of a majority of directors, grant a security interest
in all or substantially all of its property and assets whether or not in the usual and regular
course of its activities, upon those terms and conditions and for those considerations, which
may be money, securities, or other instruments for the payment of money or other property,
as the board considers expedient. Member approval is not required under this section.
new text end

Subd. 3.

Notice to attorney general.

If applicable, a corporation shall comply with
section 317A.811 before transferring all or substantially all of its assets under this section.

Subd. 4.

Signing of documents.

Confirmatory deeds, assignments, or similar
instruments to evidence a sale, lease, transfer, or other disposition may be signed and
delivered at any time in the name of the transferor by its current officers or, if the
corporation no longer exists, by its last officers.

Subd. 5.

Transferee liability.

The transferee is liable for the debts, obligations,
and liabilities of the transferor only to the extent provided in the contract or agreement
between the transferee and the transferor or to the extent provided by this chapter or
other statutes of this state.

Sec. 38.

Minnesota Statutes 2008, section 317A.721, subdivision 1, is amended to read:

Subdivision 1.

deleted text begin Mannerdeleted text end new text begin Approval requirednew text end .

A corporation may be dissolved by the
board and members with voting rights as provided in this section.

Sec. 39.

Minnesota Statutes 2008, section 317A.721, subdivision 3, is amended to read:

Subd. 3.

Approval by members with voting rights.

(a) Written notice must be
given to each member with voting rights, within the time and in the manner provided in
section 317A.435 for notice of meetings of members and, whether the meeting is a regular
or a special meeting, must state that a purpose of the meeting is to consider dissolving
the corporation.

(b) The proposed dissolution must be submitted for approval at a meeting of
members. If the proposed dissolution is approved by the membersnew text begin with voting rightsnew text end ,
the dissolution must be started.

Sec. 40.

Minnesota Statutes 2008, section 322B.03, subdivision 29, is amended to read:

Subd. 29.

Manager.

"Manager" means new text begin the chief manager, the treasurer, new text end a person
elected, appointed, or otherwise designated as a manager deleted text begin by the board of governorsdeleted text end new text begin
pursuant to section 322B.676new text end , and any other person considered elected as a manager
pursuant to section 322B.68.

Sec. 41.

Minnesota Statutes 2008, section 322B.34, subdivision 1, is amended to read:

Subdivision 1.

To whom given.

Except as otherwise provided in this chapter,
notice of all meetings of members must be given to every owner of membership interests
entitled to vote, unless:

(2) the following have been mailed by first class mail to a member at the address in
the limited liability company records and returned undeliverable:

(i) two consecutive deleted text begin annualdeleted text end new text begin regular new text end meeting notices and notice of any special
meetings held during the period between the two deleted text begin annualdeleted text end new text begin regular new text end meetings; and

(ii) all payment of distributions sent during a 12-month period, provided there are at
least two sent during the 12-month period.

If notice of an adjourned meeting is required under clause (1), then the date for
determination of members entitled to notice of, and entitled to vote at, the adjourned
meeting must comply with section 322B.356, subdivision 1, except that if the date of the
meeting is set by court order, the court may provide that the original date of determination
will continue in effect or may fix a new date.

An action or meeting that is taken or held without notice under clause (2) has the
same force and effect as if notice was given. If the member delivers a written notice of
the member's current address to the limited liability company, the notice requirement is
reinstated.

Sec. 42.

Minnesota Statutes 2008, section 322B.373, subdivision 2, is amended to read:

Subd. 2.

Right to inspect.

(a) A member of a limited liability company has an
absolute right, upon written demand, to examine and copy, in person or by a legal
representative, at any reasonable time, and the limited liability company shall make
available within ten days after receipt by a manager of the limited liability company of
the written demand, all documents referred to in subdivision 1.new text begin If such documents are
maintained at a place outside of this state, the limited liability company shall make such
documents available at its registered office, at its principal executive office within this
state, or at such other place as the limited liability company and the member may agree.
new text end

(b) A member of a limited liability company has a right, upon written demand, to
examine and copy, in person or by a legal representative, other limited liability company
records at any reasonable time only if the member demonstrates a proper purpose for
the examination.

(c) For purposes of this section, a "proper purpose" is one reasonably related to the
person's interest as a member of the limited liability company.

Sec. 43.

Minnesota Statutes 2008, section 322B.676, is amended to read:

322B.676 OTHER MANAGERS.

The board of governors may elect or appoint, in a manner set forth in the articles
of organization, a member control agreement, or bylaws or in a resolution approved by
the affirmative vote of a majority of the governors present, any other managers deleted text begin or agentsdeleted text end
the board of governors considers necessary for the operation and management of the
limited liability company. Each of these managers deleted text begin and agentsdeleted text end has the powers, rights,
duties, responsibilities, and terms in office provided for in the articles, a member control
agreement, or bylaws or determined by the board of governors.new text begin To the extent authorized in
the articles, the bylaws, or a resolution approved by the affirmative vote of a majority of
the governors present, and subject to any member control agreement, the chief manager
may appoint one or more managers, other than the treasurer.
new text end

Sec. 44.

Minnesota Statutes 2008, section 322B.686, subdivision 2, is amended to read:

Subd. 2.

Removal.

Unless otherwise provided in the articles of organization, the
bylaws, or a member control agreement, a manager may be removed at any time, with
or without cause, by a resolution approved by the affirmative vote of a majority of the
governors present. new text begin A manager appointed by the chief manager also may be removed at
any time, with or without cause, by the chief manager. new text end The articles of organization, the
bylaws, or the member control agreement may provide other manners of removing a
manager. Removal is without prejudice to any contractual rights of the manager.

Sec. 45.

Minnesota Statutes 2008, section 322B.77, subdivision 1, is amended to read:

Subdivision 1.

Member approval and when not required.

A limited liability
company may, by affirmative vote of a majority of the governors present, upon those
terms and conditions and for those considerations, which may be money, securities, or
other instruments for the payment of money or other property, as the board of governors
considers expedient, and without member approval:

(1) sell, lease, transfer, or otherwise dispose of all or substantially all of its property
and assets in the usual and regular course of its business;

(2) grant a security interest in all or substantially all of its property and assets
whether or not in the usual and regular course of its business; or

(3) transfer any or all of its property to an organization all the ownership interests
of which are owned new text begin directly or indirectly though wholly-owned organizations, new text end by the
limited liability company.

Sec. 46.

Laws 2008, chapter 233, article 3, section 8, is amended to read:

Sec. 8. EFFECTIVE DATE.

This article is effective deleted text begin for limited liability companies formed on or afterdeleted text end January
1, 2009.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective retroactively from January 1, 2009.
new text end

ARTICLE 2

REGISTERED AGENTS AND OFFICES

Section 1.

Minnesota Statutes 2009 Supplement, section 5.15, is amended to read:

5.15 ONLINE SIGNATURES, ACKNOWLEDGMENT OR NOTARIZATION
ON DOCUMENTS; PENALTIES OF PERJURY.

(a) No document submitted to the Office of the Secretary of State shall be required
to be notarized. Signing a document submitted to the secretary of state constitutes
"acknowledgment" as defined in section 358.41, clause (2), and "verification upon oath
or affirmation" as defined in section 358.41, clause (3). A person who signs a document
submitted to the secretary of state without authority to sign that document or who signs
the document knowing that the document is false in any material respect is subject to the
penalties of perjury set forth in section 609.48.

(b) Any document submitted to the Office of the Secretary of State online may be
signed by any person as agent of any person whose signature is required by law. The
signing party must indicate on the application that the person is acting as the agent of the
person whose signature would be required and that the person has been authorized to
sign on behalf of the applicant. The name of the person signing, entered on the online
application, constitutes a valid signature by such an agent.

new text begin (c) Any document relating to a filing by a business entity or assumed name, or the
filing of a document under chapters 270, 272, 336, or 336A, submitted to the Office of the
Secretary of State on paper may be signed by any person as agent of any person whose
signature is required by law. The signing party must indicate on the document that they
are acting as the agent of the person whose signature would be required and that they have
been authorized to sign on behalf of that person.
new text end

Sec. 2.

Minnesota Statutes 2008, section 5.16, subdivision 1, is amended to read:

Subdivision 1.

Procedure to correct inaccurate or defective instruments.

Whenever an instrument authorized to be filed with the secretary of state has been filed and
is an inaccurate record of the action referred to in the instrument, contains an inaccurate or
erroneous statement, or was defectively or erroneously executed, sealed, acknowledged, or
verified, the instrument may be corrected by articles of correction.new text begin Whenever a filing party
has erroneously filed an instrument on the record of a business entity, the filing party may
file articles of correction that redirect the filing to be recorded on the appropriate business
entity within 60 days of the erroneous filing.new text end Articles of correction must be signed by the
person who executed the original instrument or by a person authorized to sign on behalf of
that person. In the case of an entity other than a natural person, the articles of correction
must be signed by an authorized person.

Sec. 3.

Minnesota Statutes 2009 Supplement, section 5.34, is amended to read:

5.34 ANNUAL RENEWAL FILINGS.

new text begin (a) new text end Any business registered with the secretary of state required to file an annual
renewal in order to maintain its active status, good standing, or existence under Minnesota
Statutes shall file that renewal, whether online or otherwise, in a format that states:

(1) the name in Minnesota of the organization for which the renewal is filed;

(2) the name of the organization in the jurisdiction in which it is organized, if
different;

(3) the address of the registered office or designated office and the name of the
registered agent of the organization for service of process, if any;

(4) the jurisdiction in which the organization is organized, if that jurisdiction is
not Minnesota;

(5) the name and business address of the officer or other person exercising the
principal functions of the president of a nonprofit corporation, manager of a limited
liability company, or chief executive officer of a corporation or cooperative;

(6) the address of the principal executive office of a domestic business corporation
or of a limited liability company or the principal place of business of a cooperative, if
different from the registered office address;

(7) the address of the designated office and the name, street, and mailing address of
the agent for service of process in Minnesota of a limited partnership or foreign limited
partnership;

(8) the street and mailing address of the principal office of a limited partnership;

(9) the street and mailing address of the chief executive office of a partnership and, if
different, the street address of an office of a partnership in Minnesota, if any;

(10) the name, street, mailing address, and telephone number of an individual
who may be contacted for purposes other than services of process on behalf of a
limited partnership or a limited liability partnership, if the agent for the limited liability
partnership, limited partnership, or foreign limited partnership is not an individual; and

(11) the e-mail address of the organization to which notices from the secretary of
state will be directed, if the organization has an e-mail address.

new text begin (b) Any business entity filed with the secretary of state whose articles were first filed
with the commissioner of commerce need not file an annual renewal with the secretary of
state.
new text end

new text begin (c) If a cooperative formed under chapter 308A makes a change in the principal
place of business on the annual renewal, the secretary of state shall update the records
of that cooperative to reflect the new principal place of business without requiring an
amendment to the articles of incorporation of the cooperative.
new text end

Sec. 4.

Minnesota Statutes 2009 Supplement, section 5.35, is amended to read:

5.35 AUTOMATIC NAME RESERVATION.

Upon the dissolution or termination of the filing of any business entitynew text begin or assumed
name new text end for failure to file the annual renewal, the secretary of state shall automatically file a
name reservation to hold that name on behalf of the dissolved or terminated entity for a
period of one year from the date of the dissolution or termination.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective 30 days after the secretary of state
certifies that the information systems of the Office of the Secretary of State have been
modified to implement the amendment to this section.
new text end

Sec. 5.

new text begin [5.36] REGISTERED AGENT FOR SERVICE OF PROCESS.
new text end

new text begin Subdivision 1. new text end

new text begin Registered office. new text end

new text begin A business entity shall continuously maintain a
registered office in this state. A registered office need not be the same as the principal
place of business in this state or the principal executive office of the corporation. If the
current registered office address listed in the records of the secretary of state is not an
actual office location, or is solely a post office box, the business entity must provide a new
registered office address that includes an actual office location and that may also include a
mailing address or post office box. A fee may not be charged if the registered office
address is being changed only to bring the address into compliance. The new registered
office address must have been approved by the governing body of the business entity.
new text end

new text begin Subd. 2. new text end

new text begin Registered agent. new text end

new text begin A business entity formed under the laws of Minnesota
may designate a registered agent in its formation document. A business entity formed
under the laws of another jurisdiction must designate a registered agent when registering
to do business in Minnesota. The registered agent may be a natural person residing in
this state, a domestic corporation, or limited liability company, or a foreign corporation
or foreign limited liability company authorized to transact business in this state. The
registered agent must maintain a business office that is identical with the registered office.
new text end

new text begin Subd. 3. new text end

new text begin Change of agent or office. new text end

new text begin A business entity may change its registered
office, designate or change its registered agent, or state a change in the name of its
registered agent, by filing with the secretary of state a statement containing:
new text end

new text begin (a) the name of the business entity;
new text end

new text begin (b) if the address of its registered office is to be changed, the new address of its
registered office;
new text end

new text begin (c) if its registered agent is to be designated or changed, the name of its new
registered agent;
new text end

new text begin (d) if the name of its registered agent is to be changed, the name of its registered
agent as changed;
new text end

new text begin (e) a statement that the address of its registered office and the address of the business
office of its registered agent, as changed, will be identical; and
new text end

new text begin (f) a statement that the change of registered office or registered agent was authorized
by resolution approved by the affirmative vote of a majority of the governing body of the
business entity present.
new text end

new text begin Subd. 4. new text end

new text begin Resignation of agent. new text end

new text begin A registered agent of a business entity may resign
by filing with the secretary of state a signed written notice of resignation, including
a statement that a signed copy of the notice has been given to the business entity at
its principal executive office or to a legal representative of the business entity. The
appointment of the agent terminates 30 days after the notice is filed with the secretary of
state.
new text end

new text begin Subd. 5. new text end

new text begin Change of business address or name of agent. new text end

new text begin If the business address or
name of a registered agent changes, the agent shall change the address of the registered
office or the name of the registered agent, as the case may be, of each business entity
represented by that agent by filing with the secretary of state a statement as required in
subdivision 1, except that it need be signed only by the registered agent, need not be
responsive to clause (f), and must state that a copy of the statement has been mailed to each
of those business entities or to the legal representative of each of those business entities.
new text end

Sec. 6.

new text begin [5.37] NAMES INCLUDING WORDS BANK, INSURANCE.
new text end

new text begin Any business entity document filed through the online filing system of the secretary
of state that includes the words "bank," "trust," or "insurance" in the name of the business
entity may be voided, and the use of the name is at the risk of the filing party and the
business entity, even though it is accepted for filing through that system, if the name
implies the business of banking or insurance underwriting in this state and the entity is
not authorized to carry on this business.
new text end

Sec. 7.

Minnesota Statutes 2008, section 222.18, subdivision 1, is amended to read:

Subdivision 1.

Recording required; procedure; notice.

A mortgage or deed of
trust covering real property in whole or in part to secure a debt executed by a railroad,
telegraph or telephone company shall be recorded deleted text begin with the secretary of state, anddeleted text end in
the office of the county recorder of each county through which the railroad, telegraph,
or telephone line runs, or in which it may hold land. To secure the right of all parties
interested under such mortgage or deed so executed and recorded, the personal property
belonging or appertaining thereto shall be deemed a part of the line and, notwithstanding
the provisions of the Uniform Commercial Code, the record of such mortgage or deed
shall be notice of the rights of all parties in the real and personal property covered thereby.

Sec. 8.

Minnesota Statutes 2008, section 302A.121, is amended to read:

302A.121 REGISTERED OFFICE; REGISTERED AGENT.

deleted text begin Subdivision 1. deleted text end

deleted text begin Registered office. deleted text end

deleted text begin A corporation shall continuously maintain a
registered office in this state. A registered office need not be the same as the principal
place of business or the principal executive office of the corporation. If the current
registered office address listed in the records of the secretary of state is not in compliance
with section 302A.011, subdivision 3, the corporation must provide a new registered office
address that is in compliance. A fee may not be charged if the registered office address
is being changed only to bring the address into compliance. The new registered office
address must have been approved by the board of directors.
deleted text end

deleted text begin Subd. 2. deleted text end

deleted text begin Registered agent. deleted text end

deleted text begin A corporation may designate in its articles a registered
agent. The registered agent may be a natural person residing in this state, a domestic
corporation, or limited liability company, or a foreign corporation or foreign limited
liability company authorized to transact business in this state. The registered agent must
maintain a business office that is identical with the registered office.
deleted text end

new text begin Every corporation shall have a registered office, and may have a registered agent,
in the manner prescribed by section 5.36.
new text end

Sec. 9.

Minnesota Statutes 2008, section 302A.123, is amended to read:

302A.123 CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT;
CHANGE OF NAME OF REGISTERED AGENT.

deleted text begin Subdivision 1. deleted text end

deleted text begin Statement. deleted text end

deleted text begin A corporation may change its registered office, designate
or change its registered agent, or state a change in the name of its registered agent, by
filing with the secretary of state a statement containing:
deleted text end

deleted text begin (a) the name of the corporation;
deleted text end

deleted text begin (b) if the address of its registered office is to be changed, the new address of its
registered office;
deleted text end

deleted text begin (c) if its registered agent is to be designated or changed, the name of its new
registered agent;
deleted text end

deleted text begin (d) if the name of its registered agent is to be changed, the name of its registered
agent as changed;
deleted text end

deleted text begin (e) a statement that the address of its registered office and the address of the business
office of its registered agent, as changed, will be identical; and
deleted text end

deleted text begin (f) a statement that the change of registered office or registered agent was authorized
by resolution approved by the affirmative vote of a majority of the directors present.
deleted text end

deleted text begin Subd. 2. deleted text end

deleted text begin Resignation of agent. deleted text end

deleted text begin A registered agent of a corporation may resign
by filing with the secretary of state a signed written notice of resignation, including a
statement that a signed copy of the notice has been given to the corporation at its principal
executive office or to a legal representative of the corporation. The appointment of the
agent terminates 30 days after the notice is filed with the secretary of state.
deleted text end

deleted text begin Subd. 3. deleted text end

deleted text begin Change of business address or name of agent. deleted text end

deleted text begin If the business address or
name of a registered agent changes, the agent shall change the address of the registered
office or the name of the registered agent, as the case may be, of each corporation
represented by that agent by filing with the secretary of state a statement as required in
subdivision 1, except that it need be signed only by the registered agent, need not be
responsive to clause (f), and must state that a copy of the statement has been mailed to
each of those corporations or to the legal representative of each of those corporations.
deleted text end

new text begin Every corporation may change its registered office or change its registered agent,
and the agent may resign, or change its business address or name, in the manner prescribed
by section 5.36.
new text end

Sec. 10.

Minnesota Statutes 2008, section 303.05, subdivision 1, is amended to read:

Subdivision 1.

Certificate of authority, when not issued.

No certificate of
authority shall be issued to a foreign corporation if the name of that foreign corporation
would be prohibited to a corporation under the provisions of chapter 302A. The name of
that corporation may contain the word "cooperative" if it is a cooperative corporation
generally similar to the kind which may be organized under the laws of this state. If that
corporation is a corporation obtaining a certificate of authority pursuant to the provisions
of section 303.04, the name of that corporation may contain the words "bank," "trust,"
"building and loan," or "savings" and such corporation shall not be required to add the
word "incorporated" or the abbreviation "Inc." to its corporate name. deleted text begin If its real name is
unavailable,deleted text end A foreign corporation may use an alternate name to transact business in
this state if deleted text begin it delivers to the secretary of state a certified copy of the resolution ofdeleted text end its
board of directorsnew text begin adopts a resolutionnew text end adopting the alternate name. The alternate name
must meet the requirements of section 302A.115, and need not be filed under sections
333.001 to 333.06.

Sec. 11.

Minnesota Statutes 2009 Supplement, section 303.06, subdivision 2, is
amended to read:

Subd. 2.

Forms.

Such application shall be deleted text begin made on forms prescribed and furnished
by the secretary of state, and shall bedeleted text end executed by its president, vice-president, secretary,
or assistant secretary.

Sec. 12.

Minnesota Statutes 2008, section 303.10, is amended to read:

303.10 OFFICE AND AGENT.

deleted text begin Subdivision 1. deleted text end

deleted text begin Maintenance. deleted text end

deleted text begin Each foreign corporation authorized to transact
business in this state shall have and continuously maintain in this state:
deleted text end

deleted text begin (1) A registered office which may, but need not be the same as its place of business
in this state;
deleted text end

deleted text begin (2) A registered agent, which agent may be either an individual, resident in this state,
whose business office is identical with such registered office, or a corporation having a
business office identical with such registered office.
deleted text end

deleted text begin Subd. 2. deleted text end

deleted text begin Change of location and address; revocation of agent's appointment;
new agent. deleted text end

deleted text begin A foreign corporation may, from time to time, change the location and address
of its registered office. It may revoke the appointment of a registered agent, provided it
shall at the same time file an appointment of a new registered agent. It shall appoint a
new registered agent in case of vacancy in the office, whether by death, resignation, or
otherwise, or because of the disqualification or incapacity of its registered agent. Such
changes may be made by filing in the Office of the Secretary of State a statement setting
forth:
deleted text end

deleted text begin (1) the name of the corporation;
deleted text end

deleted text begin (2) if the address of its registered office is to be changed, the address to which the
registered office is to be changed;
deleted text end

deleted text begin (3) if its registered agent is to be changed, the name of its successor registered
agent; and
deleted text end

deleted text begin (4) that such change was authorized by resolution duly adopted by its board of
directors.
deleted text end

deleted text begin Such statement shall be executed by its president, vice-president, secretary, or
assistant secretary.
deleted text end

deleted text begin Subd. 3. deleted text end

deleted text begin Resignation of agent. deleted text end

deleted text begin A registered agent of a foreign corporation may
resign by filing with the secretary of state a signed written notice of resignation, including
a statement that a signed copy of the notice has been given or mailed to the corporation
at its principal office in the state or country under the laws of which it is organized. The
appointment of the agent terminates 30 days after the notice is filed with the secretary of
state.
deleted text end

new text begin Every non-Minnesota corporation shall have a registered office and shall have a
registered agent, and may change its registered office or change its registered agent, and
the agent may resign or change its business address or name, in the manner prescribed
by section 5.36.
new text end

Sec. 13.

Minnesota Statutes 2008, section 308A.025, is amended to read:

308A.025 REGISTERED OFFICE.

deleted text begin Subdivision 1. deleted text end

deleted text begin Registered office. deleted text end

deleted text begin A cooperative must continuously maintain a
registered office in this state. A registered office need not be the same as the principal
place of business of the cooperative.
deleted text end

deleted text begin Subd. 2. deleted text end

deleted text begin Registered agent. deleted text end

deleted text begin A cooperative may designate a registered agent. The
registered agent may be a natural person residing in this state, a domestic corporation, or a
foreign corporation authorized to transact business in this state. The registered agent must
maintain an office that is identical with the registered office.
deleted text end

deleted text begin Subd. 3. deleted text end

deleted text begin Designation or change of registered office or registered agent.
deleted text end

deleted text begin A cooperative may designate or change its registered office, designate or change its
registered agent, or state a change in the name of its registered agent, by filing a statement
with the secretary of state containing:
deleted text end

deleted text begin (1) the name of the cooperative;
deleted text end

deleted text begin (2) the new address of the cooperative's registered office;
deleted text end

deleted text begin (3) the name of the cooperative's registered agent, if any;
deleted text end

deleted text begin (4) a statement that the address of its registered office and the address of the office
of its registered agent, as changed, will be identical; and
deleted text end

deleted text begin (5) a statement that the change of registered office or registered agent was authorized
by a resolution approved by the affirmative vote of a majority of the board.
deleted text end

deleted text begin Subd. 4. deleted text end

deleted text begin Resignation of agent. deleted text end

deleted text begin A registered agent of a cooperative may resign
by filing with the secretary of state a signed written notice of resignation, including a
statement that a signed copy of the notice has been given to the cooperative at its principal
place of business or to a legal representative of the cooperative. The appointment of the
agent terminates 30 days after the notice is filed with the secretary of state.
deleted text end

deleted text begin Subd. 5. deleted text end

deleted text begin Change of address or name of agent. deleted text end

deleted text begin If the address or name of a
registered agent changes, the agent must change the address of the registered office or the
name of the registered agent of the cooperative represented by the agent by filing with the
secretary of state the statement required in subdivision 3, except that the statement need
only be signed by the registered agent, need not be responsive to subdivision 3, clause
(5), but must state that a copy of the statement has been mailed to the cooperative or to
the legal representative of the cooperative.
deleted text end

new text begin Every cooperative shall have a registered office and may have a registered agent and
may change its registered agent and the agent may resign or change its business address or
its name, in the manner prescribed by section 5.36.
new text end

Sec. 14.

Minnesota Statutes 2008, section 308A.131, subdivision 1, is amended to read:

Subdivision 1.

Contents.

(a) The incorporators shall prepare the articles, which
must include:

(1) the name of the cooperative;

(2) the purpose of the cooperative;

(3) the principal place of business for the cooperative;

(4) the period of duration for the cooperative, if the duration is not to be perpetual;new text begin
and
new text end

deleted text begin (5) the total authorized number of shares and the par value of each share if the
cooperative is organized on a capital stock basis;
deleted text end

deleted text begin (6) a description of the classes of shares, if the shares are to be classified;
deleted text end

deleted text begin (7) a statement of the number of shares in each class and relative rights, preferences,
and restrictions granted to or imposed upon the shares of each class, and a provision that
only common stockholders have voting power;
deleted text end

deleted text begin (8) a statement that individuals owning common stock shall be restricted to one vote
in the affairs of the cooperative or a statement that the cooperative is one described in
section 308A.641, subdivision 2;
deleted text end

deleted text begin (9) a statement that shares of stock are transferable only with the approval of the
board;
deleted text end

deleted text begin (10) a statement that dividends on the capital stock and nonstock units of equity of
the cooperative may not exceed eight percent annually;
deleted text end

deleted text begin (11) the names, post office addresses, and terms of office of the directors of the
first board;
deleted text end

deleted text begin (12) a statement that net income in excess of dividends and additions to reserves
shall be distributed on the basis of patronage, and that the records of the cooperative may
show the interest of patrons, stockholders of any classes, and members in the reserves; and
deleted text end

deleted text begin (13)deleted text end new text begin (5)new text end the registered office address of the cooperative and the name of the
registered agent, if any, at that address.

(b) deleted text begin The articles must always contain the provisions in paragraph (a), except that the
names, post office addresses, and terms of offices of the directors of the first board may
be omitted after their successors have been elected by the members or the articles are
amended in their entirety.
deleted text end

deleted text begin (c)deleted text end The articles may contain other lawful provisionsdeleted text begin .deleted text end new text begin , including:
new text end

new text begin (1) if the cooperative is to be organized on a capital stock basis, the total authorized
number of shares and the par value of each share:
new text end

new text begin (2) if the shares of the cooperative are to be classified, a description of the classes
of shares, including a statement of the number of shares in each class and relative rights,
preferences, and restrictions grant to or imposed upon the shares of each class; and
new text end

new text begin (3) the names, post office addresses, and terms of office of the directors of the first
board.
new text end

deleted text begin (d)deleted text end new text begin (c)new text end The articles must be signed by new text begin and must include the names and addresses
of new text end the incorporators.

new text begin (d) The following provisions are presumed to be part of the articles of a cooperative
formed under this chapter:
new text end

new text begin (1) individuals owning common stock shall be restricted to one vote in the affairs of
the cooperative or a statement that the cooperative is one described in section 308A.641,
subdivision 2;
new text end

new text begin (2) shares of stock are transferable only with the approval of the board;
new text end

new text begin (3) dividends on the capital stock and nonstock units of equity of the cooperative
may not exceed eight percent annually;
new text end

new text begin (4) net income in excess of dividends and additions to reserves shall be distributed
on the basis of patronage, and that the records of the cooperative may show the interest of
patrons, stockholders of any classes, and members in the reserves; and
new text end

new text begin (5) only common stockholders have voting power.
new text end

Sec. 15.

Minnesota Statutes 2008, section 308B.115, is amended to read:

308B.115 REGISTERED OFFICE AND AGENT.

deleted text begin Subdivision 1. deleted text end

deleted text begin Registered office and agent. deleted text end

deleted text begin A cooperative must establish and
continuously maintain in this state:
deleted text end

deleted text begin (1) a registered office that may be, but need not be, the same as its place of business;
and
deleted text end

deleted text begin (2) a registered agent, which agent may be either an individual resident in this state
whose business office is identical with the registered office, or a domestic business entity,
or a foreign business entity authorized to transact business in this state, having an office
identical with the registered office.
deleted text end

deleted text begin Subd. 2. deleted text end

deleted text begin Change of office and agent. deleted text end

deleted text begin A cooperative may designate or change
its registered office or agent, or both, upon filing in the office of the secretary of state
a statement setting forth:
deleted text end

deleted text begin (1) the name of the cooperative;
deleted text end

deleted text begin (2) the address of its then registered office;
deleted text end

deleted text begin (3) if the address of its registered office is to be changed, the address to which the
registered office is to be changed;
deleted text end

deleted text begin (4) the name of its then registered agent;
deleted text end

deleted text begin (5) if its registered agent is to be changed, the name of its successor registered agent;
deleted text end

deleted text begin (6) that the address of its registered office and the address of the business office of its
registered agent, as changed, will be identical; and
deleted text end

deleted text begin (7) that the change was authorized by affirmative vote of a majority of the board
of the cooperative.
deleted text end

deleted text begin Subd. 3. deleted text end

deleted text begin Filing. deleted text end

deleted text begin The statement shall be signed and delivered to the secretary of
state. If the secretary of state finds that the statement conforms to the provisions of this
section, the secretary of state shall file the statement, and upon filing the change of address
of the registered office or the appointment of a new registered agent or both, as the case
may be, is effective.
deleted text end

deleted text begin Subd. 4. deleted text end

deleted text begin Resignation of agent. deleted text end

deleted text begin Any registered agent of a cooperative may resign
as agent upon filing a written notice resignation, signed with one original and one exact
or conformed copy, with the secretary of state, who shall mail a copy to the cooperative
at its principal mailing address as defined and prescribed by the secretary of state. The
appointment of the agent shall terminate upon the expiration of 30 days after receipt of
notice by the secretary of state.
deleted text end

deleted text begin Subd. 5. deleted text end

deleted text begin Change of address or name of agent. deleted text end

deleted text begin If the address or name of a
registered agent changes, the agent must change the address of the registered office or the
name of the registered agent of the cooperative represented by the agent by filing with the
secretary of state the statement required in subdivision 2, except that the statement need
only be signed by the registered agent, need not be responsive to subdivision 2, clause
(5), but must state that a copy of the statement has been mailed to the cooperative or to
the legal representative of the cooperative.
deleted text end

new text begin Every cooperative shall have a registered office, and may have a registered agent and
may change its registered office or change its registered agent, and the agent may resign or
change its business address or name, in the manner prescribed by section 5.36.
new text end

Sec. 16.

Minnesota Statutes 2008, section 317A.111, subdivision 1, is amended to read:

Subdivision 1.

Required provisions.

The articles of incorporation must contain:

(1) the name of the corporation;

(2) the address of the registered office of the corporation and the name of its
registered agent, if any, at that address;new text begin and
new text end

(3) the name and address of each incorporatordeleted text begin ; anddeleted text end new text begin .
new text end

deleted text begin (4) a statement that the corporation is organized under this chapter.
deleted text end

Sec. 17.

Minnesota Statutes 2008, section 317A.121, is amended to read:

317A.121 REGISTERED OFFICE; REGISTERED AGENT.

deleted text begin Subdivision 1. deleted text end

deleted text begin Registered office. deleted text end

deleted text begin A corporation shall continuously maintain a
registered office in this state. A registered office need not be the same as the principal
place of business of the corporation.
deleted text end

deleted text begin Subd. 2. deleted text end

deleted text begin Registered agent. deleted text end

deleted text begin A corporation may designate in its articles a registered
agent. The registered agent may be a natural person residing in this state, a domestic
corporation, or a foreign corporation authorized to transact business in this state. The
registered agent must maintain an office that is identical with the registered office.
deleted text end

new text begin Every corporation shall have a registered office, and may have a registered agent,
in the manner prescribed by section 5.36.
new text end

Sec. 18.

Minnesota Statutes 2008, section 317A.123, is amended to read:

317A.123 CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT;
CHANGE OF NAME OF REGISTERED AGENT.

deleted text begin Subdivision 1. deleted text end

deleted text begin Statement. deleted text end

deleted text begin (1) the name of the corporation;
deleted text end

deleted text begin (2) if the address of its registered office is to be changed, the new address of its
registered office;
deleted text end

deleted text begin (3) if its registered agent is to be designated or changed, the name of its new
registered agent;
deleted text end

deleted text begin (4) if the name of its registered agent is to be changed, the name of its registered
agent as changed;
deleted text end

deleted text begin (5) a statement that the address of its registered office and the address of the office
of its registered agent, as changed, will be identical; and
deleted text end

deleted text begin (6) a statement that the change of registered office or registered agent was authorized
by resolution approved by the board.
deleted text end

deleted text begin The statement need not be accompanied by a filing fee if the statement is being filed
only to change the address of the registered office.
deleted text end

deleted text begin Subd. 2. deleted text end

deleted text begin Resignation of agent. deleted text end

deleted text begin A registered agent of a corporation may resign
by filing with the secretary of state a signed written notice of resignation, including
a statement that a signed copy of the notice has been given to the corporation at its
registered office. The appointment of the agent ends 30 days after the notice is filed
with the secretary of state.
deleted text end

deleted text begin Subd. 3. deleted text end

deleted text begin Change of address or name of agent. deleted text end

deleted text begin If the address or name of a
registered agent changes, the agent shall change the address of the registered office or the
name of the registered agent of a corporation represented by that agent by filing with the
secretary of state the statement required in subdivision 1, except that it need be signed
only by the registered agent, need not be responsive to subdivision 1, clause (3) or (6), and
must state that a copy of the statement has been mailed to the corporation.
deleted text end

new text begin Every corporation may change its registered office or change its registered agent,
and the agent may resign or change its business address or name, in the manner prescribed
by section 5.36.
new text end

Sec. 19.

Minnesota Statutes 2008, section 321.0114, is amended to read:

321.0114 OFFICE AND AGENT FOR SERVICE OF PROCESS.

deleted text begin (a) A limited partnership shall designate and continuously maintain in this state:
deleted text end

deleted text begin (1) an office, which need not be a place of its activity in this state; and
deleted text end

deleted text begin (2) an agent for service of process.
deleted text end

deleted text begin (b) A foreign limited partnership shall designate and continuously maintain in this
state an agent for service of process.
deleted text end

deleted text begin (c) An agent for service of process of a limited partnership or foreign limited
partnership must be an individual who is a resident of this state or other person authorized
to do business in this state.
deleted text end

new text begin Every limited partnership shall have a registered office and shall have a registered
agent, and may change its registered office or change its registered agent, and the agent
may resign or change its business address or name, in the manner prescribed by section
5.36.
new text end

Sec. 20.

Minnesota Statutes 2009 Supplement, section 321.0809, is amended to read:

321.0809 ADMINISTRATIVE DISSOLUTION.

(a) A limited partnership that has failed to deliver for filing a registration pursuant
to the requirements of section 321.0210new text begin , or whose agent resigned pursuant to section
321.0116, subdivision 1, and the resignation has been effective for 60 days without a new
agent being appointed by the limited partnership,new text end must be dissolved by the secretary of
state as described in this section.

(b) If the limited partnership has not filed the delinquent registrationnew text begin or appointed
a new agentnew text end , the secretary of state must issue a certificate of administrative dissolution
and the certificate must be filed in the Office of the Secretary of State. The secretary of
state must also make available in an electronic format the names of the administratively
dissolved limited partnerships.

(c) A limited partnership administratively dissolved continues its existence but
may carry on only activities necessary to wind up its activities and liquidate its assets
under sections 321.0803 and 321.0812 and to notify claimants under sections 321.0806
and 321.0807.

(d) The administrative dissolution of a limited partnership does not terminate the
authority of its agent for service of processnew text begin , if anynew text end .

Sec. 21.

Minnesota Statutes 2009 Supplement, section 321.0902, is amended to read:

321.0902 APPLICATION FOR CERTIFICATE OF AUTHORITY.

A foreign limited partnership may apply for a certificate of authority to transact
business in this state by delivering an application to the secretary of state for filing. The
application must state:

(1) the name of the foreign limited partnership and, deleted text begin if the name does not comply
with section 321.0108,deleted text end new text begin if the foreign limited partnership chooses,new text end an alternate name
adopted pursuant to section 321.0905(a);

(2) the name of the state or other jurisdiction under whose law the foreign limited
partnership is organized;

(3) the street and mailing address of the foreign limited partnership's principal office
and, if the laws of the jurisdiction under which the foreign limited partnership is organized
require the foreign limited partnership to maintain an office in that jurisdiction, the street
and mailing address of the required office;

(4) the name and street and mailing address of the foreign limited partnership's initial
agent for service of process in this state;

(5) the name and street and mailing address of each of the foreign limited
partnership's general partners;

(6) whether the foreign limited partnership is a foreign limited liability limited
partnership; and

(7) that the foreign limited partnership has complied with the organizational laws in
the jurisdiction in which it is organized.

Sec. 22.

Minnesota Statutes 2008, section 321.0905, is amended to read:

321.0905 new text begin ALTERNATE NAME; new text end NONCOMPLYING NAME OF FOREIGN
LIMITED PARTNERSHIP.

(a) new text begin A foreign limited partnership may choose to adopt an alternate name even if its
name complies with section 321.0108. new text end A foreign limited partnership whose name does
not comply with section 321.0108 may not obtain a certificate of authority until it adopts,
for the purpose of transacting business in this state, an alternate name that complies with
section 321.0108. A foreign limited partnership that adopts an alternate name under this
subsection and then obtains a certificate of authority with the name need not comply with
sections 333.01 to 333.06. After obtaining a certificate of authority with an alternate name,
a foreign limited partnership shall transact business in this state under the name unless
the foreign limited partnership is authorized under sections 333.01 to 333.06 to transact
business in this state under another name.

(b) If a foreign limited partnership authorized to transact business in this state
changes its name to one that does not comply with section 321.0108, it may not thereafter
transact business in this state until it complies with subsection (a) and obtains an amended
certificate of authority.

Sec. 23.

Minnesota Statutes 2009 Supplement, section 321.0906, is amended to read:

321.0906 REVOCATION OF CERTIFICATE OF AUTHORITY.

(a) A foreign limited partnership that has failed to deliver for filing a renewal
pursuant to the requirements of section 321.0210new text begin , or whose agent resigned pursuant to
section 321.0116, subdivision 1, and the resignation has been effective for 60 days without
a new agent being appointed by the limited partnership,new text end must have its certificate of
authority to transact business in Minnesota revoked as described in this section.

(b) If the foreign limited partnership has not filed the delinquent registration, the
secretary of state must issue a certificate of revocation and the certificate must be filed
in the Office of the Secretary of State. The secretary of state must also make available
in an electronic format the names of the foreign limited partnerships whose certificates
have been revoked.

Sec. 24.

Minnesota Statutes 2008, section 322B.13, is amended to read:

322B.13 REGISTERED OFFICE AND AGENT.

deleted text begin Subdivision 1. deleted text end

deleted text begin Registered office. deleted text end

deleted text begin A limited liability company shall continuously
maintain a registered office in this state. A registered office need not be the same as the
principal place of business of the limited liability company and need not be the same as
the principal executive office of a limited liability company.
deleted text end

deleted text begin Subd. 2. deleted text end

deleted text begin Registered agent. deleted text end

deleted text begin A limited liability company may designate in its
articles of organization a registered agent. The registered agent may be a natural person
residing in this state, a domestic corporation or a domestic limited liability company, or a
foreign corporation or foreign limited liability company authorized to transact business
in this state. The registered agent must maintain a business office that is identical with
the registered office.
deleted text end

new text begin Every limited liability company shall have a registered office and may have a
registered agent, in the manner prescribed by section 5.36.
new text end

Sec. 25.

Minnesota Statutes 2008, section 322B.135, is amended to read:

322B.135 CHANGE OF REGISTERED OFFICE OR AGENT.

deleted text begin Subdivision 1. deleted text end

deleted text begin Statement. deleted text end

deleted text begin A limited liability company may change its registered
office, designate or change its registered agent, or state a change in the name of its
registered agent, by filing with the secretary of state a statement containing:
deleted text end

deleted text begin (1) the name of the limited liability company;
deleted text end

deleted text begin (2) if the address of its registered office is to be changed, the new address of its
registered office;
deleted text end

deleted text begin (3) if its registered agent is to be designated or changed, the name of its new
registered agent;
deleted text end

deleted text begin (4) if the name of its registered agent is to be changed, the name of its registered
agent as changed;
deleted text end

deleted text begin (5) a statement that the address of its registered office and the address of the business
office of its registered agent, as changed, will be identical; and
deleted text end

deleted text begin (6) a statement that the change of registered office or registered agent was authorized
by resolution approved by the affirmative vote of a majority of the governors present.
deleted text end

deleted text begin Subd. 2. deleted text end

deleted text begin Resignation of agent. deleted text end

deleted text begin A registered agent of a limited liability company
may resign by filing with the secretary of state a signed written notice of resignation,
including a statement that a signed copy of the notice has been given to the limited
liability company at its principal executive office, or to a legal representative of the limited
liability company. The appointment of the agent terminates 30 days after the notice is
filed with the secretary of state.
deleted text end

deleted text begin Subd. 3. deleted text end

deleted text begin Change of business address or name of agent. deleted text end

deleted text begin If the business address or
name of a registered agent changes, the agent shall change the address of the registered
office or the name of the registered agent, as the case may be, of each limited liability
company represented by that agent by filing with the secretary of state a statement as
required in subdivision 1, except that it need be signed only by the registered agent, need
not be responsive to clause (6), and must state that a copy of the statement has been
mailed to each of those limited liability companies or to the legal representative of each of
those limited liability companies.
deleted text end

new text begin Every limited liability company may change its registered office or change its
registered agent, and the agent may resign or change its business address or name, in the
manner prescribed by section 5.36.
new text end

Sec. 26.

Minnesota Statutes 2008, section 322B.935, is amended to read:

322B.935 REVOCATION OF CERTIFICATE OF AUTHORITY.

Subdivision 1.

Revocation procedure.

The certificate of authority of a foreign
limited liability company to transact business in this state may be revoked by the secretary
of state upon the occurrence of any of these events:

(1) the foreign limited liability company has failed to appoint and maintain a
registered agent as required by this chapternew text begin and section 5.36new text end , file a report upon any change
in the name or business address of the registered agent, or file in the office of the secretary
of state any amendment to its application for a certificate of authority as specified in
section 322B.92; or

(2) a misrepresentation has been made of any material matter in any application,
report, affidavit, or other document submitted by the foreign limited liability company
pursuant to this chapter.

Subd. 2.

Revocation notice.

No certificate of authority of a foreign limited liability
company shall be revoked by the secretary of state unless:

(1) the secretary has given the foreign limited liability company not less than deleted text begin 60deleted text end new text begin 30new text end
days' notice by mail addressed to its registered office in this state or, if the foreign limited
liability company fails to appoint and maintain a registered agent in this state, addressed to
the office address in the jurisdiction of organization; and

(2) during the deleted text begin 60-daydeleted text end new text begin 30-day new text end period, the foreign limited liability company has failed
to file the report of change regarding the registered agent, to file any amendment, or
to correct the misrepresentation.

Subd. 3.

Effective date.

Upon the expiration of deleted text begin 60deleted text end new text begin 30 new text end days after the mailing of the
notice, the authority of the foreign limited liability company to transact business in this
state ceases. The secretary of state shall issue a certificate of revocation and shall mail
the certificate to the address of the principal place of business or the office required to be
maintained in the jurisdiction of organization of the foreign limited liability company.

Sec. 27.

Minnesota Statutes 2008, section 323A.1001, is amended to read:

323A.1001 STATEMENT OF QUALIFICATION.

(a) A partnership may become a limited liability partnership pursuant to this section.

(b) The terms and conditions on which a partnership becomes a limited liability
partnership must be approved by the vote necessary to amend the partnership agreement
except, in the case of a partnership agreement that expressly considers obligations to
contribute to the partnership, the vote necessary to amend those provisions.

(c) After the approval required by subsection (b), a partnership may become a limited
liability partnership by filing a statement of qualification. The statement must contain:

(1) the name of the partnership;

(2) the street address, including the zip code, of the partnership's chief executive
office and, if different, the street address, including the zip code, of an office in this state,
if any;

(3) if the partnership does not have an office in this state, the name and street address,
including the zip code, of the partnership's agent for service of processnew text begin . If an agent for
service of process is listed, the limited liability partnership shall comply with section 5.36new text end ;

(4) a statement that the partnership elects to be a limited liability partnership; and

(5) a deferred effective date, if any.

(d) The agent of a limited liability partnership for service of process must be an
individual who is a resident of this state or other person authorized to do business in
this state.

(e) The status of a partnership as a limited liability partnership is effective on the
later of the filing of the statement or a date specified in the statement. The status remains
effective, regardless of changes in the partnership, until it is canceled pursuant to section
323A.0105(d) or revoked pursuant to section 323A.1003.

(f) The status of a partnership as a limited liability partnership and the liability of
its partners is not affected by errors or later changes in the information required to be
contained in the statement of qualification under subsection (c).

(g) The filing of a statement of qualification establishes that a partnership has
satisfied all conditions precedent to the qualification of the partnership as a limited
liability partnership.

(h) An amendment or cancellation of a statement of qualification is effective when it
is filed or on a deferred effective date specified in the amendment or cancellation.

(i) A statement of qualification may include the information necessary to make an
election under section 319B.03, subdivision 2, and to update that information as provided
in section 319B.03, subdivision 3.

Sec. 28.

Minnesota Statutes 2008, section 323A.1102, is amended to read:

323A.1102 STATEMENT OF FOREIGN QUALIFICATION.

(a) Before transacting business in this state, a foreign limited liability partnership
must file a statement of foreign qualification. The statement must contain:

(1) the name of the foreign limited liability partnership which satisfies the
requirements of the state or other jurisdiction under whose law it is formed and ends with
"Registered Limited Liability Partnership," "Limited Liability Partnership," "R.L.L.P.,"
"L.L.P.," "RLLP," or "LLP." If this name is unavailable, the foreign limited liability
partnership may use an alternate name to transact business in the state if it delivers to the
secretary of state a certified copy of the resolution of the partners adopting the alternate
name;

(2) the street address, including the zip code, of the partnership's chief executive
office and, if different, the street address, including the zip code, of an office of the
partnership in this state, if any;

(3) if there is no office of the partnership in this state, the name and street address,
including the zip code, of the partnership's agent for service of processnew text begin . If an agent for
service of process is listed, the limited liability partnership shall comply with section 5.36new text end ;

(4) a deferred effective date, if any; and

(5) the name of the jurisdiction under whose law the foreign limited liability
partnership was originally registered.

(b) The agent of a foreign limited liability company for service of process must be
an individual who is a resident of this state or other person authorized to do business in
this state.

(c) The status of a partnership as a foreign limited liability partnership is effective on
the later of the filing of the statement of foreign qualification or a date specified in the
statement. The status remains effective, regardless of changes in the partnership, until it is
canceled pursuant to section 323A.0105(d) or revoked pursuant to section 323A.1003.

(d) An amendment or cancellation of a statement of foreign qualification is effective
when it is filed or on a deferred effective date specified in the amendment or cancellation.

(e) A statement of foreign qualification may include the information necessary to
make an election under section 319B.04, subdivision 2, and to update that information as
provided in section 319B.04, subdivision 3.

Sec. 29.

Minnesota Statutes 2008, section 333.20, subdivision 1, is amended to read:

Subdivision 1.

Authorization and contents.

Subject to the limitations set forth in
sections 333.18 to 333.31, any person who adopts and uses a trademark or a service mark
in this state may file in the Office of the Secretary of Statedeleted text begin , on a form to be furnished
by the secretary of state,deleted text end an application for registration of that mark setting forth the
following information:

(1) the name and business address of the person applying for such registration; and,
if a business entity, the state of registration;

(2) the goods or services in connection with which the mark is used and the mode
or manner in which the mark is used in connection with the goods or services and the
class in which the goods or services fall;

(3) a description of the mark;

(4) the date when the mark was first used in this state by the applicant or a
predecessor in interest; and

(5) the applicant's statement of belief that the applicant is the owner of the mark and
that no other person has the right to use such mark in this state either in the identical form
thereof or in such near resemblance thereto as might be calculated to deceive or to be
mistaken therefor and the mark is in use.

Sec. 30.

Minnesota Statutes 2008, section 333.22, subdivision 1, is amended to read:

Subdivision 1.

Application and renewal.

Registration of a mark hereunder shall be
effective for a term of ten years from the date of registration and, upon application filed
within six months prior to the expiration of such term or a renewal thereofdeleted text begin , on a form to be
furnished by the secretary of statedeleted text end , the registration may be renewed for additional ten-year
terms provided that the mark is in use by the applicant at the time of the application for
renewal and that there are no intervening rights. A renewal fee of $25 payable to the
secretary of state shall accompany the application for renewal of the registration.

Sec. 31.

Minnesota Statutes 2008, section 333.22, subdivision 3, is amended to read:

Subd. 3.

Existing registrations; terms.

Any registration in force on the date on
which Laws 1959, chapter 600 shall become effective, shall expire two years after and
may be renewed by filing an application with the secretary of state deleted text begin on a form furnished
by the secretary of statedeleted text end and paying the aforementioned renewal fee therefor within six
months prior to the expiration of the registration provided the mark is in use at the time of
application for renewal and there are no intervening rights.

Sec. 32. new text begin REPEALER.
new text end

new text begin Minnesota Statutes 2008, section 333.17, new text end new text begin is repealed.
new text end

SF 2705

Bill Text Versions

ARTICLE 1

BUSINESS ORGANIZATIONS

Section 1.

Subd. 18.

Officer.

Sec. 2.

Subd. 3.

Modifications of cumulative voting.

Sec. 3.

302A.311 OTHER OFFICERS.

Sec. 4.

Subd. 2.

Removal.

Sec. 5.

Subd. 3.

By action of board alone; filing of articles of amendment.

Sec. 6.

Subd. 4.

Changes in voting rights; fractional shares.

Sec. 7.

Subd. 2.

Restrictions permitted.

Sec. 8.

Subdivision 1.

To whom given.

Sec. 9.

Subd. 2.

Other documents required.

Sec. 10.

Subdivision 1.

Shareholder approval; when not required.

Sec. 11.

Subd. 15.

Officer.

Sec. 12.

Subd. 3.

Statutory provisions that may be modified in articles or bylaws.

Sec. 13.

Subd. 4.

Optional provisions; specific subjects.

Sec. 14.

new text begin Subd. 8. new text end

new text begin Dependence on facts outside of the articles. new text end

Sec. 15.

Subdivision 1.

Approval by incorporators or board.

Sec. 16.

Subd. 2.

Approval by board and members with voting rights.

Sec. 17.

Subd. 3.

Approval by board where members have voting rights.

Sec. 18.

new text begin Subd. 1a. new text end

new text begin Adoption and amendment; no members with voting rights. new text end

Sec. 19.

Subd. 2.

Adoptiondeleted text begin ; amendmentsdeleted text end new text begin and amendment; members with voting rightsnew text end .

Sec. 20.

317A.203 NUMBER.

Sec. 21.

317A.227 VACANCIES.

Sec. 22.

Subdivision 1.

Time; place.

Sec. 23.

Subd. 4.

Calling meetings; notice.

Sec. 24.

317A.237 ACT OF THE BOARD.

Sec. 25.

Subdivision 1.

Method.

Sec. 26.

Subd. 3.

Notice; liability.

Sec. 27.

Subd. 2.

317A.661 TRANSFER OF ASSETS; deleted text begin WHEN PERMITTEDdeleted text end new text begin REQUIRED
APPROVALnew text end .

new text begin Transfer of assets in the regular course of business; approval
by board. new text end

deleted text begin Voting member approval; when requireddeleted text end new text begin Transfer of assets not in the
regular course of businessnew text end .

5.15 ONLINE SIGNATURES, ACKNOWLEDGMENT OR NOTARIZATION
ON DOCUMENTS; PENALTIES OF PERJURY.