SF 315

1st Unofficial Engrossment - 80th Legislature (1997 - 1998) Posted on 12/15/2009 12:00am

  1.1                          A bill for an act 
  1.2             relating to business organizations; making technical 
  1.3             changes applicable to business corporations and 
  1.4             limited liability companies; permitting mergers of 
  1.5             domestic corporations and limited liability companies; 
  1.6             regulating filings with the secretary of state; 
  1.7             amending Minnesota Statutes 1996, sections 302A.011, 
  1.8             subdivisions 11, 30, 38, 39, 50, 53, and by adding 
  1.9             subdivisions; 302A.111, subdivision 4; 302A.115, 
  1.10            subdivision 1; 302A.171, subdivision 2; 302A.223, 
  1.11            subdivision 5; 302A.401, subdivision 3; 302A.402, 
  1.12            subdivision 3; 302A.405, subdivision 1; 302A.409, 
  1.13            subdivision 4; 302A.413, by adding a subdivision; 
  1.14            302A.417, subdivision 7; 302A.423, subdivision 2; 
  1.15            302A.429, subdivision 2; 302A.437, subdivision 2; 
  1.16            302A.445, subdivision 1; 302A.449, subdivision 1; 
  1.17            302A.457, subdivision 2; 302A.461, subdivision 1; 
  1.18            302A.471, subdivision 3; 302A.473, subdivision 3; 
  1.19            302A.521, subdivisions 4 and 9; 302A.601, subdivision 
  1.20            4; 302A.611; 302A.613, subdivisions 1 and 2; 302A.615; 
  1.21            302A.621, subdivision 6; 302A.631; 302A.641, 
  1.22            subdivision 2; 302A.651; 302A.671, subdivision 3; 
  1.23            302A.673, subdivision 3; 302A.675; 308A.005, by adding 
  1.24            subdivisions; 317A.011, subdivisions 8 and 19; 
  1.25            322A.01; 322B.03, subdivisions 18 and 45; 322B.11; 
  1.26            322B.115, subdivisions 1 and 4; 322B.12, subdivision 
  1.27            1; 322B.20, subdivision 2; 322B.313, subdivision 2; 
  1.28            322B.33, by adding a subdivision; 322B.346, 
  1.29            subdivision 2; 322B.356, subdivision 1; 322B.363, 
  1.30            subdivision 1; 322B.37, subdivisions 1 and 3; 
  1.31            322B.383, subdivision 1, and by adding a subdivision; 
  1.32            322B.386, subdivision 3; 322B.699, subdivision 9; 
  1.33            322B.70, subdivisions 1 and 2; 322B.72, subdivisions 2 
  1.34            and 3; 322B.74, subdivisions 1 and 2; 322B.80, 
  1.35            subdivision 1; 323.02, by adding subdivisions; and 
  1.36            333.001, subdivision 5, and by adding subdivisions; 
  1.37            repealing Minnesota Statutes 1996, section 302A.011, 
  1.38            subdivision 33. 
  1.39  BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
  1.40                             ARTICLE 1 
  1.41              TECHNICAL CHANGES; BUSINESS CORPORATIONS
  1.42     Section 1.  Minnesota Statutes 1996, section 302A.011, 
  2.1   subdivision 11, is amended to read: 
  2.2      Subd. 11.  [FILED WITH THE SECRETARY OF STATE.] "Filed with 
  2.3   the secretary of state" means that an original of a document 
  2.4   meeting the applicable requirements of this chapter, signed and 
  2.5   accompanied by a filing fee of $35, has been delivered to the 
  2.6   secretary of state of this state.  The secretary of state shall 
  2.7   endorse on the original document the word "Filed" and the month, 
  2.8   day, and year, and time of filing, record the document in the 
  2.9   office of the secretary of state, and return the a document to 
  2.10  the person who delivered it for filing. 
  2.11     Sec. 2.  Minnesota Statutes 1996, section 302A.011, 
  2.12  subdivision 30, is amended to read: 
  2.13     Subd. 30.  [SIGNED.] (a) "Signed" means that the signature 
  2.14  of a person has been written on a document, as provided in 
  2.15  section 645.44, subdivision 14, and, with respect to a document 
  2.16  required by this chapter to be filed with the secretary of 
  2.17  state, means that the document has been signed by a person 
  2.18  authorized to do so by this chapter, the articles or bylaws, or 
  2.19  a resolution approved by the affirmative vote of the required 
  2.20  proportion or number of the directors as required by section 
  2.21  302A.237 or the holders of the required proportion or number of 
  2.22  the voting power of the shares present and entitled to 
  2.23  vote shareholders as required by section 302A.437. 
  2.24     (b) A signature on a document not required by this chapter 
  2.25  to be filed with the secretary of state may be a facsimile 
  2.26  affixed, engraved, printed, placed, stamped with indelible ink, 
  2.27  transmitted by facsimile or electronically, or in any other 
  2.28  manner reproduced on the document. 
  2.29     Sec. 3.  Minnesota Statutes 1996, section 302A.011, 
  2.30  subdivision 38, is amended to read: 
  2.31     Subd. 38.  [CONTROL SHARE ACQUISITION.] "Control share 
  2.32  acquisition" means an acquisition, directly or indirectly, by an 
  2.33  acquiring person of beneficial ownership of shares of an issuing 
  2.34  public corporation that, except for section 302A.671, would, 
  2.35  when added to all other shares of the issuing public corporation 
  2.36  beneficially owned by the acquiring person, entitle the 
  3.1   acquiring person, immediately after the acquisition, to exercise 
  3.2   or direct the exercise of a new range of voting power within any 
  3.3   of the ranges specified in section 302A.671, subdivision 2, 
  3.4   paragraph (d), but does not include any of the following:  
  3.5      (a) an acquisition before, or pursuant to an agreement 
  3.6   entered into before, August 1, 1984; 
  3.7      (b) an acquisition by a donee pursuant to an inter vivos 
  3.8   gift not made to avoid section 302A.671 or by a distributee as 
  3.9   defined in section 524.1-201, clause (10); 
  3.10     (c) an acquisition pursuant to a security agreement not 
  3.11  created to avoid section 302A.671; 
  3.12     (d) an acquisition under sections 302A.601 to 302A.661, if 
  3.13  the issuing public corporation is a party to the transaction; 
  3.14     (e) an acquisition from the issuing public corporation; 
  3.15     (f) an acquisition for the benefit of others by a person 
  3.16  acting in good faith and not made to avoid section 302A.671, to 
  3.17  the extent that the person may not exercise or direct the 
  3.18  exercise of the voting power or disposition of the shares except 
  3.19  upon the instruction of others; 
  3.20     (g) an acquisition pursuant to a savings, employee stock 
  3.21  ownership, or other employee benefit plan of the issuing public 
  3.22  corporation or any of its subsidiaries, or by a fiduciary of the 
  3.23  plan acting in a fiduciary capacity pursuant to the plan; or 
  3.24     (h) an acquisition subsequent to January 1, 1991, pursuant 
  3.25  to an offer to purchase for cash pursuant to a tender offer all 
  3.26  shares of the voting stock of the issuing public corporation: 
  3.27     (i) which has been approved by a majority vote of the 
  3.28  members of a committee comprised of the disinterested members of 
  3.29  the board of the issuing public corporation formed pursuant to 
  3.30  section 302A.673, subdivision 1, paragraph (d), before the 
  3.31  commencement of, or the public announcement of the intent to 
  3.32  commence, the tender offer; and 
  3.33     (ii) pursuant to which the acquiring person will become the 
  3.34  owner of over 50 percent of the voting stock of the issuing 
  3.35  public corporation outstanding at the time of the transaction. 
  3.36     For purposes of this subdivision, shares beneficially owned 
  4.1   by a plan described in clause (g), or by a fiduciary of a plan 
  4.2   described in clause (g) pursuant to the plan, are not deemed to 
  4.3   be beneficially owned by a person who is a fiduciary of the 
  4.4   plan.  All shares the beneficial ownership of which is acquired 
  4.5   within a 120-day period, and all shares the beneficial ownership 
  4.6   of which is acquired pursuant to a plan to make a control share 
  4.7   acquisition, shall be deemed to have been acquired in the same 
  4.8   acquisition.  
  4.9      Sec. 4.  Minnesota Statutes 1996, section 302A.011, 
  4.10  subdivision 39, is amended to read: 
  4.11     Subd. 39.  [ISSUING PUBLIC CORPORATION.] "Issuing public 
  4.12  corporation" means a corporation which has at least 50 
  4.13  shareholders. either:  (1) a publicly held corporation that has 
  4.14  at least 50 shareholders; or (2) any other corporation that has 
  4.15  at least 100 shareholders, provided that if, before January 1, 
  4.16  1998, a corporation that has at least 50 shareholders elects to 
  4.17  be an issuing public corporation by express amendment contained 
  4.18  in the articles or bylaws, including bylaws approved by the 
  4.19  board, that corporation is an issuing public corporation if it 
  4.20  has at least 50 shareholders. 
  4.21     Sec. 5.  Minnesota Statutes 1996, section 302A.011, 
  4.22  subdivision 50, is amended to read: 
  4.23     Subd. 50.  [MARKET VALUE.] "Market value," when used in 
  4.24  reference to shares or other property of any corporation, means 
  4.25  the following:  
  4.26     (1) in the case of shares, the average closing sale price 
  4.27  of a share on the composite tape for New York Stock Exchange 
  4.28  listed shares during the 30 trading days immediately preceding 
  4.29  the date in question or, with respect to the references in 
  4.30  section 302A.553, subdivision 3, if a person or persons selling 
  4.31  the shares have commenced a tender offer or have announced an 
  4.32  intention to seek control of the corporation, during the 30 
  4.33  trading days preceding the earlier of the commencement of the 
  4.34  tender offer or the making of the announcement, or, if the 
  4.35  shares are not quoted on the composite tape or not listed on the 
  4.36  New York Stock Exchange, on the principal United States 
  5.1   securities exchange registered under the Securities Exchange Act 
  5.2   of 1934 on which the shares are listed, or, if the shares are 
  5.3   not listed on any such exchange, on the National Association of 
  5.4   Securities Dealers, Inc. Automated Quotations NASDAQ National 
  5.5   Market System, or, if the shares are not quoted on the National 
  5.6   Association of Securities Dealers, Inc. Automated 
  5.7   Quotations NASDAQ National Market System, the average closing 
  5.8   bid quotation during the 30 trading days preceding the purchase 
  5.9   of the shares in question of a share on the National Association 
  5.10  of Securities Dealers, Inc. Automated Quotations System NASDAQ 
  5.11  Small Cap Market, or any system then in use, or, with respect to 
  5.12  the reference in section 302A.553, subdivision 3, if the person 
  5.13  or persons selling the shares shall have commenced a tender 
  5.14  offer or have announced an intention to seek control of the 
  5.15  corporation, during the 30 trading days preceding the earlier of 
  5.16  the commencement of the tender offer or the making of the 
  5.17  announcement, provided that if no quotation is available, the 
  5.18  market value is the fair market value on the date in question of 
  5.19  the shares as determined in good faith by the board of the 
  5.20  corporation; 
  5.21     (2) in the case of property other than cash or shares, the 
  5.22  fair market value of the property on the date in question as 
  5.23  determined in good faith by the board of the corporation. 
  5.24     Sec. 6.  Minnesota Statutes 1996, section 302A.011, 
  5.25  subdivision 53, is amended to read: 
  5.26     Subd. 53.  [TAKEOVER OFFER.] (a) "Takeover offer" means an 
  5.27  offer to acquire shares of an issuing public corporation from a 
  5.28  shareholder pursuant to a tender offer or request or invitation 
  5.29  for tenders, if, after the acquisition of all shares acquired 
  5.30  pursuant to the offer: 
  5.31     (1) the offeror would be directly or indirectly a 
  5.32  beneficial owner of more than ten percent of any class or series 
  5.33  of the outstanding shares of the issuing public corporation and 
  5.34  was directly or indirectly the beneficial owner of ten percent 
  5.35  or less of that class or series of the outstanding shares of the 
  5.36  issuing public corporation before commencement of the offer; or 
  6.1      (2) the beneficial ownership by the offeror of any class or 
  6.2   series of the outstanding shares of the issuing public 
  6.3   corporation would be increased by more than ten percent of that 
  6.4   class or series and the offeror was directly or indirectly the 
  6.5   beneficial owner of ten percent or more of any class or series 
  6.6   of the outstanding shares of the issuing public corporation 
  6.7   before commencement of the offer.  
  6.8      (b) Takeover offer does not include: 
  6.9      (1) an offer in connection with the acquisition of a share 
  6.10  which, together with all other acquisitions by the offeror of 
  6.11  shares of the same class or series of shares of the issuer, 
  6.12  would not result in the offeror having acquired more than two 
  6.13  percent of this that class or series during the preceding 
  6.14  12-month period; 
  6.15     (2) an offer by the issuer to acquire its own shares unless 
  6.16  the offer is made during the pendency of a takeover offer by a 
  6.17  person who is not an associate or affiliate of the issuer; 
  6.18     (3) an offer in which the issuing public corporation is an 
  6.19  insurance company subject to regulation by the commissioner of 
  6.20  commerce, a financial institution regulated by the commissioner, 
  6.21  or a public service utility subject to regulation by the public 
  6.22  utilities commission. 
  6.23     Sec. 7.  Minnesota Statutes 1996, section 302A.111, 
  6.24  subdivision 4, is amended to read: 
  6.25     Subd. 4.  [OPTIONAL PROVISIONS; SPECIFIC SUBJECTS.] The 
  6.26  provisions in paragraphs (a), (g), (q), (r), and (u) may be 
  6.27  included in the articles. 
  6.28     The following provisions relating to the management of the 
  6.29  business or the regulation of the affairs of a corporation in 
  6.30  paragraphs (b) to (f), (h) to (p), (s), and (t) may be included 
  6.31  either in the articles or, except for naming members of the 
  6.32  first board, fixing a greater than majority director or 
  6.33  shareholder vote, or giving or prescribing the manner of giving 
  6.34  voting rights to persons other than shareholders otherwise than 
  6.35  pursuant to the articles, or eliminating or limiting a 
  6.36  director's personal liability, in the bylaws: 
  7.1      (a) The members of the first board may be named in the 
  7.2   articles (section 302A.201, subdivision 1); 
  7.3      (b) A manner for increasing or decreasing the number of 
  7.4   directors may be provided (section 302A.203); 
  7.5      (c) Additional qualifications for directors may be imposed 
  7.6   (section 302A.205); 
  7.7      (d) Directors may be classified (section 302A.213); 
  7.8      (e) The day or date, time, and place of board meetings may 
  7.9   be fixed (section 302A.231, subdivision 1); 
  7.10     (f) Absent directors may be permitted to give written 
  7.11  consent or opposition to a proposal (section 302A.233); 
  7.12     (g) A larger than majority vote may be required for board 
  7.13  action (section 302A.237); 
  7.14     (h) Authority to sign and deliver certain documents may be 
  7.15  delegated to an officer or agent of the corporation other than 
  7.16  the chief executive officer (section 302A.305, subdivision 2); 
  7.17     (i) Additional officers may be designated (section 
  7.18  302A.311); 
  7.19     (j) Additional powers, rights, duties, and responsibilities 
  7.20  may be given to officers (section 302A.311); 
  7.21     (k) A method for filling vacant offices may be specified 
  7.22  (section 302A.341, subdivision 3); 
  7.23     (l) A certain officer or agent may be authorized to sign 
  7.24  share certificates (section 302A.417, subdivision 2); 
  7.25     (m) The transfer or registration of transfer of securities 
  7.26  may be restricted (section 302A.429); 
  7.27     (n) The day or date, time, and place of regular shareholder 
  7.28  meetings may be fixed (section 302A.431, subdivision 3); 
  7.29     (o) Certain persons may be authorized to call special 
  7.30  meetings of shareholders (section 302A.433, subdivision 1); 
  7.31     (p) Notices of shareholder meetings may be required to 
  7.32  contain certain information (section 302A.435, subdivision 3); 
  7.33     (q) A larger than majority vote may be required for 
  7.34  shareholder action (section 302A.437); 
  7.35     (r) Voting rights may be granted in or pursuant to the 
  7.36  articles to persons who are not shareholders (section 302A.445, 
  8.1   subdivision 4); 
  8.2      (s) Corporate actions giving rise to dissenter rights may 
  8.3   be designated (section 302A.471, subdivision 1, clause (e)); 
  8.4      (t) The rights and priorities of persons to receive 
  8.5   distributions may be established (section 302A.551); and 
  8.6      (u) A director's personal liability to the corporation or 
  8.7   its shareholders for monetary damages for breach of fiduciary 
  8.8   duty as a director may be eliminated or limited in the articles 
  8.9   (section 302A.251, subdivision 4). 
  8.10     Nothing in this subdivision limits the right of the board, 
  8.11  by resolution, to take an action that may be included in the 
  8.12  bylaws under this subdivision without including it in the 
  8.13  bylaws, unless it is required to be included in the bylaws by 
  8.14  another provision of this chapter. 
  8.15     Sec. 8.  Minnesota Statutes 1996, section 302A.115, 
  8.16  subdivision 1, is amended to read: 
  8.17     Subdivision 1.  [REQUIREMENTS; PROHIBITIONS.] The corporate 
  8.18  name:  
  8.19     (a) Shall be in the English language or in any other 
  8.20  language expressed in English letters or characters; 
  8.21     (b) Shall contain the word "corporation," "incorporated," 
  8.22  or "limited," or shall contain an abbreviation of one or more of 
  8.23  these words, or the word "company" or the abbreviation "Co." if 
  8.24  that word or abbreviation is not immediately preceded by the 
  8.25  word "and" or the character "&"; 
  8.26     (c) Shall not contain a word or phrase that indicates or 
  8.27  implies that it is incorporated for a purpose other than a legal 
  8.28  business purpose; 
  8.29     (d) Shall be distinguishable upon the records in the office 
  8.30  of the secretary of state from the name of each domestic 
  8.31  corporation, limited partnership, limited liability partnership, 
  8.32  and limited liability company, whether profit or nonprofit, and 
  8.33  each foreign corporation, limited partnership, limited liability 
  8.34  partnership, and limited liability company authorized or 
  8.35  registered to do business in this state, whether profit or 
  8.36  nonprofit, and each name the right to which is, at the time of 
  9.1   incorporation, reserved as provided for in sections 302A.117, 
  9.2   322A.03, 322B.125, or 333.001 to 333.54, unless there is filed 
  9.3   with the articles one of the following:  
  9.4      (1) The written consent of the domestic corporation, 
  9.5   limited partnership, limited liability partnership, or limited 
  9.6   liability company, or the foreign corporation, limited 
  9.7   partnership, limited liability partnership, or limited liability 
  9.8   company authorized or registered to do business in this state or 
  9.9   the holder of a reserved name or a name filed by or registered 
  9.10  with the secretary of state under sections 333.001 to 333.54 
  9.11  having a name that is not distinguishable; 
  9.12     (2) A certified copy of a final decree of a court in this 
  9.13  state establishing the prior right of the applicant to the use 
  9.14  of the name in this state; or 
  9.15     (3) The applicant's affidavit that the corporation, limited 
  9.16  partnership, or limited liability company with the name that is 
  9.17  not distinguishable has been incorporated or on file in this 
  9.18  state for at least three years prior to the affidavit, if it is 
  9.19  a domestic corporation, limited partnership, or limited 
  9.20  liability company, or has been authorized or registered to do 
  9.21  business in this state for at least three years prior to the 
  9.22  affidavit, if it is a foreign corporation, limited partnership, 
  9.23  or limited liability company, or that the holder of a name filed 
  9.24  or registered with the secretary of state under sections 333.001 
  9.25  to 333.54 filed or registered that name at least three years 
  9.26  prior to the affidavit; that the corporation, limited 
  9.27  partnership, or limited liability company or holder has not 
  9.28  during the three-year period before the affidavit filed any 
  9.29  document with the secretary of state; that the applicant has 
  9.30  mailed written notice to the corporation, limited partnership, 
  9.31  or limited liability company or the holder of a name filed or 
  9.32  registered with the secretary of state under sections 333.001 to 
  9.33  333.54 by certified mail, return receipt requested, properly 
  9.34  addressed to the registered office of the corporation or limited 
  9.35  liability company or in care of the agent of the limited 
  9.36  partnership, or the address of the holder of a name filed or 
 10.1   registered with the secretary of state under sections 333.001 to 
 10.2   333.54, shown in the records of the secretary of state, stating 
 10.3   that the applicant intends to use a name that is not 
 10.4   distinguishable and the notice has been returned to the 
 10.5   applicant as undeliverable to the addressee corporation, limited 
 10.6   partnership, limited liability company, or holder of a name 
 10.7   filed or registered with the secretary of state under sections 
 10.8   333.001 to 333.54; that the applicant, after diligent inquiry, 
 10.9   has been unable to find any telephone listing for the 
 10.10  corporation, limited partnership, or limited liability company 
 10.11  with the name that is not distinguishable in the county in which 
 10.12  is located the registered office of the corporation, limited 
 10.13  partnership, or limited liability company shown in the records 
 10.14  of the secretary of state or has been unable to find any 
 10.15  telephone listing for the holder of a name filed or registered 
 10.16  with the secretary of state under sections 333.001 to 333.54 in 
 10.17  the county in which is located the address of the holder shown 
 10.18  in the records of the secretary of state; and that the applicant 
 10.19  has no knowledge that the corporation, limited partnership, 
 10.20  limited liability company, or holder of a name filed or 
 10.21  registered with the secretary of state under sections 333.001 to 
 10.22  333.54 is currently engaged in business in this state.  
 10.23     Sec. 9.  Minnesota Statutes 1996, section 302A.171, 
 10.24  subdivision 2, is amended to read: 
 10.25     Subd. 2.  [MEETING.] After the filing of articles of 
 10.26  incorporation, the incorporators or the directors named in the 
 10.27  articles shall either hold an organizational meeting at the call 
 10.28  of a majority of the incorporators or of the directors named in 
 10.29  the articles, or take written action, for the purposes of 
 10.30  transacting business and taking actions necessary or appropriate 
 10.31  to complete the organization of the corporation, including, 
 10.32  without limitation, amending the articles, electing directors, 
 10.33  adopting bylaws, electing officers, adopting banking 
 10.34  resolutions, authorizing or ratifying the purchase, lease, or 
 10.35  other acquisition of suitable space, furniture, furnishings, 
 10.36  supplies, and materials, approving a corporate seal, approving 
 11.1   forms of certificates or transaction statements for shares of 
 11.2   the corporation, adopting a fiscal year for the corporation, 
 11.3   accepting subscriptions for and issuing shares of the 
 11.4   corporation, and making any appropriate tax elections.  If a 
 11.5   meeting is held, the person or persons calling the meeting shall 
 11.6   give at least three days notice of the meeting to each 
 11.7   incorporator or director named, stating the date, time, and 
 11.8   place of the meeting.  Incorporators and directors may waive 
 11.9   notice of an organizational meeting in the same manner that a 
 11.10  director may waive notice of meetings of the board pursuant to 
 11.11  section 302A.231, subdivision 5. 
 11.12     Sec. 10.  Minnesota Statutes 1996, section 302A.223, 
 11.13  subdivision 5, is amended to read: 
 11.14     Subd. 5.  [ELECTION OF REPLACEMENTS.] New directors may be 
 11.15  elected at a meeting at which directors are removed.  If the 
 11.16  corporation allows cumulative voting and a shareholder notifies 
 11.17  the presiding officer at any time prior to the election of new 
 11.18  directors of intent to cumulate the votes of the shareholder, 
 11.19  the presiding officer shall announce before the election that 
 11.20  cumulative voting is in effect, and shareholders shall cumulate 
 11.21  their votes as provided in section 302A.215, subdivision 1, 
 11.22  clause (b).  
 11.23     Sec. 11.  Minnesota Statutes 1996, section 302A.401, 
 11.24  subdivision 3, is amended to read: 
 11.25     Subd. 3.  [PROCEDURE FOR FIXING TERMS.] (a) Subject to any 
 11.26  restrictions in the articles, the power granted in subdivision 2 
 11.27  may be exercised by a resolution or resolutions approved by the 
 11.28  affirmative vote of a majority of the directors present required 
 11.29  by section 302A.237 establishing a class or series, setting 
 11.30  forth the designation of the class or series, and fixing the 
 11.31  relative rights and preferences of the class or series.  Any of 
 11.32  the rights and preferences of a class or series established in 
 11.33  the articles or by resolution of the directors:  
 11.34     (1) may be made dependent upon facts ascertainable outside 
 11.35  the articles, or outside the resolution or resolutions 
 11.36  establishing the class or series, provided that the manner in 
 12.1   which the facts operate upon the rights and preferences of the 
 12.2   class or series is clearly and expressly set forth in the 
 12.3   articles or in the resolution or resolutions establishing the 
 12.4   class or series; and 
 12.5      (2) may incorporate by reference some or all of the terms 
 12.6   of any agreements, contracts, or other arrangements entered into 
 12.7   by the issuing corporation in connection with the establishment 
 12.8   of the class or series if the corporation retains at its 
 12.9   principal executive office a copy of the agreements, contracts, 
 12.10  or other arrangements or the portions incorporated by reference. 
 12.11     (b) A statement setting forth the name of the corporation 
 12.12  and the text of the resolution and certifying the adoption of 
 12.13  the resolution and the date of adoption shall be filed with the 
 12.14  secretary of state before the issuance of any shares for which 
 12.15  the resolution creates rights or preferences not set forth in 
 12.16  the articles; provided, however, where the shareholders have 
 12.17  received notice of the creation of shares with rights or 
 12.18  preferences not set forth in the articles before the issuance of 
 12.19  the shares, the statement may be filed any time within one year 
 12.20  after the issuance of the shares.  The resolution is effective 
 12.21  when the statement has been filed with the secretary of state; 
 12.22  or, if it is not required to be filed with the secretary of 
 12.23  state before the issuance of shares, on the date of its adoption 
 12.24  by the directors. 
 12.25     (c) A statement filed with the secretary of state in 
 12.26  accordance with paragraph (b) is not considered an amendment of 
 12.27  the articles for purposes of sections 302A.137 and 302A.471. 
 12.28     Sec. 12.  Minnesota Statutes 1996, section 302A.402, 
 12.29  subdivision 3, is amended to read: 
 12.30     Subd. 3.  [BY ACTION OF BOARD ALONE; FILING OF ARTICLES OF 
 12.31  AMENDMENT.] (a) Subject to the restrictions provided in 
 12.32  subdivision 2 or any restrictions in the articles, a share 
 12.33  dividend, division, or combination may be effected by action of 
 12.34  the board alone, without the approval of shareholders under 
 12.35  sections 302A.135 and 302A.137.  In effecting a division or 
 12.36  combination under this subdivision, the board may amend the 
 13.1   articles to increase or decrease the par value of shares, 
 13.2   increase or decrease the number of authorized shares, and make 
 13.3   any other change necessary or appropriate to assure that the 
 13.4   rights or preferences of the holders of outstanding shares of 
 13.5   any class or series will not be adversely affected by the 
 13.6   division or combination. 
 13.7      (b) If a division or combination that includes an amendment 
 13.8   of the articles is effected under this subdivision, then 
 13.9   articles of amendment must be prepared that contain the 
 13.10  information required by section 302A.139 and a statement that 
 13.11  the amendment will not adversely affect the rights or 
 13.12  preferences of the holders of outstanding shares of any class or 
 13.13  series and will not result in the percentage of authorized 
 13.14  shares of any class or series that remains unissued after the 
 13.15  division or combination exceeding the percentage of authorized 
 13.16  shares of that class or series that were unissued before the 
 13.17  division or combination. 
 13.18     Sec. 13.  Minnesota Statutes 1996, section 302A.405, 
 13.19  subdivision 1, is amended to read: 
 13.20     Subdivision 1.  [CONSIDERATION; PROCEDURE.] Subject to any 
 13.21  restrictions in the articles: 
 13.22     (a) Shares may be issued for any consideration, including, 
 13.23  without limitation, money or other tangible or intangible 
 13.24  property received by the corporation or to be received by the 
 13.25  corporation under a written agreement, or services rendered to 
 13.26  the corporation or to be rendered to the corporation under a 
 13.27  written agreement, as authorized by resolution approved by the 
 13.28  affirmative vote of a majority of the directors present required 
 13.29  by section 302A.237, or, if provided for in the articles, 
 13.30  approved by the affirmative vote of the holders of a majority of 
 13.31  the voting power of the shares present shareholders required by 
 13.32  section 302A.437, establishing a price in money or other 
 13.33  consideration, or a minimum price, or a general formula or 
 13.34  method by which the price will be determined; and 
 13.35     (b) Upon authorization in accordance with section 302A.402, 
 13.36  the A corporation may, without any new or additional 
 14.1   consideration, issue its own shares in exchange for or in 
 14.2   conversion of its outstanding shares, or, subject to 
 14.3   authorization of share dividends, divisions, and combinations 
 14.4   according to section 302A.402, issue its own shares pro rata to 
 14.5   its shareholders or the shareholders of one or more classes or 
 14.6   series, to effectuate share dividends, divisions, or 
 14.7   combinations.  No shares of a class or series, shares of which 
 14.8   are then outstanding, shall be issued to the holders of shares 
 14.9   of another class or series (except in exchange for or in 
 14.10  conversion of outstanding shares of the other class or series), 
 14.11  unless the issuance either is expressly provided for in the 
 14.12  articles or is approved at a meeting by the affirmative vote of 
 14.13  the holders of a majority of the voting power of all shares of 
 14.14  the same class or series as the shares to be issued. 
 14.15     Sec. 14.  Minnesota Statutes 1996, section 302A.409, 
 14.16  subdivision 4, is amended to read: 
 14.17     Subd. 4.  [TERMS SET FORTH.] The instrument evidencing the 
 14.18  right to purchase or, if no instrument exists, a transaction 
 14.19  statement written agreement, shall set forth in full, summarize, 
 14.20  or incorporate by reference all the terms, provisions, and 
 14.21  conditions applicable to the right to purchase.  
 14.22     Sec. 15.  Minnesota Statutes 1996, section 302A.413, is 
 14.23  amended by adding a subdivision to read: 
 14.24     Subd. 10.  [CONTRACTUAL RIGHTS.] A denial or limitation of 
 14.25  preemptive rights otherwise provided in this section does not 
 14.26  limit the power of a corporation to grant first refusal rights 
 14.27  or other rights to purchase from the corporation shares or other 
 14.28  securities of the corporation to shareholders, subscribers, or 
 14.29  other persons before they are offered to, or acquired by, any 
 14.30  other person. 
 14.31     Sec. 16.  Minnesota Statutes 1996, section 302A.417, 
 14.32  subdivision 7, is amended to read: 
 14.33     Subd. 7.  [UNCERTIFICATED SHARES.] Unless uncertificated 
 14.34  shares are prohibited by the articles or bylaws, a resolution 
 14.35  approved by the affirmative vote of a majority of the directors 
 14.36  present may provide that some or all of any or all classes and 
 15.1   series of its shares will be uncertificated shares.  The 
 15.2   resolution does not apply to shares represented by a certificate 
 15.3   until the certificate is surrendered to the corporation.  Within 
 15.4   a reasonable time after the issuance or transfer of 
 15.5   uncertificated shares, the corporation shall send to the new 
 15.6   shareholder the information required by this section to be 
 15.7   stated on certificates.  This information is not required to be 
 15.8   sent to the new shareholder by a publicly held corporation that 
 15.9   has adopted a system of issuance, recordation, and transfer of 
 15.10  its shares by electronic or other means not involving an 
 15.11  issuance of certificates if the system complies with section 174 
 15.12  of the Securities Exchange Act of 1934.  Except as otherwise 
 15.13  expressly provided by statute, the rights and obligations of the 
 15.14  holders of certificated and uncertificated shares of the same 
 15.15  class and series are identical. 
 15.16     Sec. 17.  Minnesota Statutes 1996, section 302A.423, 
 15.17  subdivision 2, is amended to read: 
 15.18     Subd. 2.  [RESTRICTIONS; RIGHTS.] A corporation shall not 
 15.19  pay money for fractional shares if that action would result in 
 15.20  the cancellation of more than 20 percent of the outstanding 
 15.21  shares of a class or series.  A determination by the board of 
 15.22  the fair value of fractions of a share is conclusive in the 
 15.23  absence of fraud.  A certificate certificated or a transaction 
 15.24  statement for a uncertificated fractional share does, but scrip 
 15.25  or warrants do not unless they provide otherwise, entitle the 
 15.26  shareholder to exercise voting rights or to receive 
 15.27  distributions.  The board may cause scrip or warrants to be 
 15.28  issued subject to the condition that they become void if not 
 15.29  exchanged for full shares before a specified date, or that the 
 15.30  shares for which scrip or warrants are exchangeable may be sold 
 15.31  by the corporation and the proceeds distributed to the holder of 
 15.32  the scrip or warrants, or to any other condition or set of 
 15.33  conditions the board may impose.  
 15.34     Sec. 18.  Minnesota Statutes 1996, section 302A.429, 
 15.35  subdivision 2, is amended to read: 
 15.36     Subd. 2.  [RESTRICTIONS PERMITTED.] A written restriction 
 16.1   on the transfer or registration of transfer of securities of a 
 16.2   corporation that is not manifestly unreasonable under the 
 16.3   circumstances and is either:  (1) noted conspicuously on the 
 16.4   face or back of the certificate; or transaction statement (2) 
 16.5   included in information sent to the holders of uncertificated 
 16.6   shares in accordance with section 302A.417, subdivision 7, may 
 16.7   be enforced against the holder of the restricted securities or a 
 16.8   successor or transferee of the holder, including a pledgee or a 
 16.9   legal representative.  Unless noted conspicuously on the face or 
 16.10  back of the certificate or transaction statement included in 
 16.11  information sent to the holders of uncertificated shares in 
 16.12  accordance with section 302A.417, subdivision 7, a restriction, 
 16.13  even though permitted by this section, is ineffective against a 
 16.14  person without knowledge of the restriction.  A restriction 
 16.15  under this section is deemed to be noted conspicuously and is 
 16.16  effective if the existence of the restriction is stated on the 
 16.17  certificate and reference is made to a separate document 
 16.18  creating or describing the restriction.  
 16.19     Sec. 19.  Minnesota Statutes 1996, section 302A.437, 
 16.20  subdivision 2, is amended to read: 
 16.21     Subd. 2.  [VOTING BY CLASS OR SERIES.] In any case where a 
 16.22  class or series of shares is entitled by this chapter, the 
 16.23  articles, the bylaws, or the terms of the shares to vote as a 
 16.24  class or series, the matter being voted upon must also receive 
 16.25  the affirmative vote of the holders of the same proportion of 
 16.26  the shares present of that class or series, or of the total 
 16.27  outstanding shares of that class or series, as the proportion 
 16.28  required pursuant to subdivision 1, unless the articles require 
 16.29  a larger proportion.  Unless otherwise stated in the articles or 
 16.30  bylaws in the case of voting as a class or series, the minimum 
 16.31  percentage of the total number of shares of the class or series 
 16.32  which must be present shall be equal to the minimum percentage 
 16.33  of all outstanding shares entitled to vote required to be 
 16.34  present under section 302A.443.  
 16.35     Sec. 20.  Minnesota Statutes 1996, section 302A.445, 
 16.36  subdivision 1, is amended to read: 
 17.1      Subdivision 1.  [DETERMINATION.] The board may fix, or 
 17.2   authorize an officer to fix, a date not more than 60 days, or a 
 17.3   shorter time period provided in the articles or bylaws, before 
 17.4   the date of a meeting of shareholders as the date for the 
 17.5   determination of the holders of shares entitled to notice of and 
 17.6   entitled to vote at the meeting.  When a date is so fixed, only 
 17.7   shareholders on that date are entitled to notice of and 
 17.8   permitted to vote at that meeting of shareholders. 
 17.9      Sec. 21.  Minnesota Statutes 1996, section 302A.449, 
 17.10  subdivision 1, is amended to read: 
 17.11     Subdivision 1.  [AUTHORIZATION.] (a) A shareholder may cast 
 17.12  or authorize the casting of a vote by filing a written 
 17.13  appointment of a proxy, signed by the shareholder, with an 
 17.14  officer of the corporation at or before the meeting at which the 
 17.15  appointment is to be effective.  A written In addition, a 
 17.16  shareholder of a publicly held corporation may cast or authorize 
 17.17  the casting of a vote by a proxy by transmitting to the 
 17.18  corporation or the corporation's duly authorized agent before 
 17.19  the meeting, an appointment of a proxy may be signed by the 
 17.20  shareholder or authorized by the shareholder by transmission of 
 17.21  a telegram, cablegram, or other means of electronic 
 17.22  transmission, provided that the corporation has no reason to 
 17.23  believe that the telegram, cablegram, or other electronic 
 17.24  transmission was not authorized by the shareholder.  Any by 
 17.25  means of a telegram, cablegram, or any other form of electronic 
 17.26  transmission, including telephonic transmission, whether or not 
 17.27  accompanied by written instructions of the shareholder.  The 
 17.28  electronic transmission must set forth or be submitted with 
 17.29  information from which it can be determined that the appointment 
 17.30  was authorized by the shareholder.  If it is determined that a 
 17.31  telegram, cablegram, or other electronic transmission is valid, 
 17.32  the inspectors of election or, if there are no inspectors, the 
 17.33  other persons making that determination shall specify the 
 17.34  information upon which they relied to make that determination. 
 17.35     (b) A copy, facsimile telecommunication, or other 
 17.36  reproduction of the original writing or transmission may be 
 18.1   substituted or used in lieu of the original writing or 
 18.2   transmission for any purpose for which the original writing or 
 18.3   transmission could be used, provided that the copy, facsimile 
 18.4   telecommunication, or other reproduction is a complete and 
 18.5   legible reproduction of the entire original writing or 
 18.6   transmission.  
 18.7      (c) An appointment of a proxy for shares held jointly by 
 18.8   two or more shareholders is valid if signed or otherwise 
 18.9   authorized by any one of them, unless the corporation receives 
 18.10  from any one of those shareholders written notice either denying 
 18.11  the authority of that person to appoint a proxy or appointing a 
 18.12  different proxy.  
 18.13     Sec. 22.  Minnesota Statutes 1996, section 302A.457, 
 18.14  subdivision 2, is amended to read: 
 18.15     Subd. 2.  [METHOD OF APPROVAL; ENFORCEABILITY; COPIES.] (a) 
 18.16  A written agreement among persons described in subdivision 1 
 18.17  that relates to the control of or the liquidation and 
 18.18  dissolution of the corporation, the relations among them, or any 
 18.19  phase of the business and affairs of the corporation, including, 
 18.20  without limitation, the management of its business, the 
 18.21  declaration and payment of distributions, the election of 
 18.22  directors or officers, the employment of shareholders by the 
 18.23  corporation, or the arbitration of disputes, is valid and 
 18.24  specifically enforceable, if the agreement is signed by all 
 18.25  persons who are then the shareholders of the corporation, 
 18.26  whether or not the shareholders all have voting shares, and the 
 18.27  subscribers for shares, whether or not voting shares, to be 
 18.28  issued. 
 18.29     (b) The agreement is enforceable by the persons described 
 18.30  in subdivision 1 who are parties to it and is binding upon and 
 18.31  enforceable against only those persons and other persons having 
 18.32  knowledge of the existence of the agreement.  A copy of the 
 18.33  agreement shall be filed with the corporation.  The existence 
 18.34  and location of a copy of the agreement shall be noted 
 18.35  conspicuously on the face or back of each certificate for shares 
 18.36  issued by the corporation and on each transaction statement 
 19.1   included in information sent to the holders of uncertificated 
 19.2   shares according to section 302A.417, subdivision 7. 
 19.3      (c) A shareholder, a beneficial owner of shares, or another 
 19.4   person having a security interest in shares has the right upon 
 19.5   written demand to obtain a copy of the agreement from the 
 19.6   corporation at the expense of the corporation. 
 19.7      Sec. 23.  Minnesota Statutes 1996, section 302A.461, 
 19.8   subdivision 1, is amended to read: 
 19.9      Subdivision 1.  [SHARE REGISTER; DATES OF ISSUANCE.] (a) A 
 19.10  corporation shall keep at its principal executive office, or at 
 19.11  another place or places within the United States determined by 
 19.12  the board, a share register not more than one year old, 
 19.13  containing the names and addresses of the shareholders and the 
 19.14  number and classes of shares held by each shareholder.  
 19.15     (b) A corporation shall also keep, at its principal 
 19.16  executive office, or at another place or places within the 
 19.17  United States determined by the board, a record of the dates on 
 19.18  which certificates or transaction statements representing 
 19.19  certificated or uncertificated shares were issued.  
 19.20     Sec. 24.  Minnesota Statutes 1996, section 302A.471, 
 19.21  subdivision 3, is amended to read: 
 19.22     Subd. 3.  [RIGHTS NOT TO APPLY.] (a) Unless the articles, 
 19.23  the bylaws, or a resolution approved by the board otherwise 
 19.24  provide, the right to obtain payment under this section does not 
 19.25  apply to a shareholder of the surviving corporation in a merger, 
 19.26  if the shares of the shareholder are not entitled to be voted on 
 19.27  the merger. 
 19.28     (b) If a date is fixed according to section 302A.445, 
 19.29  subdivision 1, for the determination of shareholders entitled to 
 19.30  receive notice of and to vote on an action described in 
 19.31  subdivision 1, only shareholders as of the date fixed, and 
 19.32  beneficial owners as of the date fixed who hold through 
 19.33  shareholders, as provided in subdivision 2, may exercise 
 19.34  dissenters' rights. 
 19.35     Sec. 25.  Minnesota Statutes 1996, section 302A.473, 
 19.36  subdivision 3, is amended to read: 
 20.1      Subd. 3.  [NOTICE OF DISSENT.] If the proposed action must 
 20.2   be approved by the shareholders, a shareholder who is entitled 
 20.3   to dissent under section 302A.471 and who wishes to exercise 
 20.4   dissenters' rights must file with the corporation before the 
 20.5   vote on the proposed action a written notice of intent to demand 
 20.6   the fair value of the shares owned by the shareholder and must 
 20.7   not vote the shares in favor of the proposed action.  
 20.8      Sec. 26.  Minnesota Statutes 1996, section 302A.521, 
 20.9   subdivision 4, is amended to read: 
 20.10     Subd. 4.  [PROHIBITION OR LIMIT ON INDEMNIFICATION OR 
 20.11  ADVANCES.] The articles or bylaws either may prohibit 
 20.12  indemnification or advances of expenses otherwise required by 
 20.13  this section or may impose conditions on indemnification or 
 20.14  advances of expenses in addition to the conditions contained in 
 20.15  subdivisions 2 and 3 including, without limitation, monetary 
 20.16  limits on indemnification or advances of expenses, if 
 20.17  the prohibition or conditions apply equally to all persons or to 
 20.18  all persons within a given class.  A prohibition or limit on 
 20.19  indemnification or advances may not apply to or affect the right 
 20.20  of a person to indemnification or advances of expenses with 
 20.21  respect to any acts or omissions of the person occurring prior 
 20.22  to the effective date of a provision in the articles or the date 
 20.23  of adoption of a provision in the bylaws establishing the 
 20.24  prohibition or limit on indemnification or advances. 
 20.25     Sec. 27.  Minnesota Statutes 1996, section 302A.521, 
 20.26  subdivision 9, is amended to read: 
 20.27     Subd. 9.  [INDEMNIFICATION OF OTHER PERSONS.] Nothing in 
 20.28  this section shall be construed to limit the power of the 
 20.29  corporation to indemnify other persons other than a director, 
 20.30  officer, employee, or member of a committee of the board of the 
 20.31  corporation by contract or otherwise. 
 20.32     Sec. 28.  Minnesota Statutes 1996, section 302A.621, 
 20.33  subdivision 6, is amended to read: 
 20.34     Subd. 6.  [RIGHTS OF DISSENTING SHAREHOLDERS.] In the event 
 20.35  all of the stock of one or more domestic subsidiaries that is a 
 20.36  constituent party to a merger under this section is not owned by 
 21.1   the parent directly, or indirectly through related corporations, 
 21.2   immediately prior to the merger, the shareholders of each 
 21.3   domestic subsidiary have dissenters' rights under section 
 21.4   302A.471, without regard to sections section 302A.471, 
 21.5   subdivision 3, and 302A.473.  If the parent is a constituent 
 21.6   corporation but is not the surviving corporation in the merger, 
 21.7   and the articles of incorporation of the surviving corporation 
 21.8   immediately after the merger differ from the articles of 
 21.9   incorporation of the parent immediately prior to the merger in a 
 21.10  manner that would entitle a shareholder of the parent to 
 21.11  dissenters' rights under section 302A.471, subdivision 1, 
 21.12  paragraph (a), if the articles of incorporation of the surviving 
 21.13  corporation constituted an amendment to the articles of 
 21.14  incorporation of the parent, that shareholder of the parent has 
 21.15  dissenters' rights as provided under sections 302A.471 and 
 21.16  302A.473.  Except as provided in this subdivision, sections 
 21.17  302A.471 and 302A.473 do not apply to any merger effected under 
 21.18  this section. 
 21.19     Sec. 29.  Minnesota Statutes 1996, section 302A.651, 
 21.20  subdivision 1, is amended to read: 
 21.21     Subdivision 1.  [WHEN PERMITTED.] A domestic corporation 
 21.22  may merge with or participate in an exchange with a foreign 
 21.23  corporation by following the procedures set forth in this 
 21.24  section, if: 
 21.25     (1) with respect to a merger, the merger is permitted by 
 21.26  the laws of the state jurisdiction under which the foreign 
 21.27  corporation is incorporated; and 
 21.28     (2) with respect to an exchange, the corporation whose 
 21.29  shares will be acquired is a domestic corporation, whether or 
 21.30  not the exchange is permitted by the laws of the state 
 21.31  jurisdiction under which the foreign corporation is incorporated.
 21.32     Sec. 30.  Minnesota Statutes 1996, section 302A.671, 
 21.33  subdivision 3, is amended to read: 
 21.34     Subd. 3.  [MEETING OF SHAREHOLDERS.] If the acquiring 
 21.35  person so requests in writing at the time of delivery of an 
 21.36  information statement pursuant to subdivision 2, and has made, 
 22.1   or has made a bona fide written offer to make, a control share 
 22.2   acquisition and gives a written undertaking to pay or reimburse 
 22.3   the issuing public corporation's expenses of a special meeting, 
 22.4   except the expenses of the issuing public corporation in 
 22.5   opposing according voting rights with respect to shares acquired 
 22.6   or to be acquired in the control share acquisition, within ten 
 22.7   days after receipt by the issuing public corporation of the 
 22.8   information statement, a special meeting of the shareholders of 
 22.9   the issuing public corporation shall be called pursuant to 
 22.10  section 302A.433, subdivision 1, for the sole purpose of 
 22.11  considering the voting rights to be accorded to shares referred 
 22.12  to in subdivision 1, paragraph (b), acquired or to be acquired 
 22.13  pursuant to the control share acquisition.  The special meeting 
 22.14  shall be held no later than 55 days after receipt of the 
 22.15  information statement and written undertaking to pay or 
 22.16  reimburse the issuing public corporation's expenses of the 
 22.17  special meeting, unless the acquiring person agrees to a later 
 22.18  date.  If the acquiring person so requests in writing at the 
 22.19  time of delivery of the information statement, (1) the special 
 22.20  meeting shall not be held sooner than 30 days after receipt by 
 22.21  the issuing public corporation of the information statement and 
 22.22  (2) the record date for the meeting must be at least 30 days 
 22.23  prior to the date of the meeting.  If no request for a special 
 22.24  meeting is made, consideration of the voting rights to be 
 22.25  accorded to shares referred to in subdivision 1, paragraph (b), 
 22.26  acquired or to be acquired pursuant to the control share 
 22.27  acquisition shall be presented at the next special or annual 
 22.28  meeting of the shareholders of which notice has not been given, 
 22.29  unless prior thereto the matter of the voting rights becomes 
 22.30  moot.  The issuing public corporation is not required to have 
 22.31  the voting rights to be accorded to shares acquired or to be 
 22.32  acquired according to a control share acquisition considered at 
 22.33  the next special or annual meeting of the shareholders unless it 
 22.34  has received the information statement and documents required by 
 22.35  subdivision 4 at least 55 days before the meeting.  The notice 
 22.36  of the meeting shall at a minimum be accompanied by a copy of 
 23.1   the information statement (and a copy of any amendment to the 
 23.2   information statement previously delivered to the issuing public 
 23.3   corporation) and a statement disclosing that the board of the 
 23.4   issuing public corporation recommends approval of, expresses no 
 23.5   opinion and is remaining neutral toward, recommends rejection 
 23.6   of, or is unable to take a position with respect to according 
 23.7   voting rights to shares referred to in subdivision 1, paragraph 
 23.8   (b), acquired or to be acquired in the control share 
 23.9   acquisition.  The notice of meeting shall be given at least ten 
 23.10  days prior to the meeting.  Any amendments to the information 
 23.11  statement received after mailing of the notice of the meeting 
 23.12  must be mailed promptly to the shareholders by the issuing 
 23.13  public corporation. 
 23.14     Sec. 31.  Minnesota Statutes 1996, section 302A.673, 
 23.15  subdivision 3, is amended to read: 
 23.16     Subd. 3.  [APPLICATION.] (a) Unless by express provision 
 23.17  electing to be subject to this section contained in the articles 
 23.18  or in bylaws approved by the shareholders of an issuing public 
 23.19  corporation, this section does not apply to any business 
 23.20  combination of an issuing public corporation, that is not, at 
 23.21  any time during the period from June 1, 1987, until adoption of 
 23.22  the article or bylaw provision, a publicly held corporation. 
 23.23     (b) Except as provided in paragraph (c), this section does 
 23.24  not apply to any business combination of an issuing public 
 23.25  corporation: 
 23.26     (1) if, prior to the time the issuing public corporation 
 23.27  becomes a publicly held corporation or becomes subject to this 
 23.28  section by virtue of an election under paragraph (a), including 
 23.29  any time prior to the time that the corporation becomes an 
 23.30  issuing public corporation, articles or bylaws of the 
 23.31  corporation contain a provision expressly electing not to be 
 23.32  subject to this section; 
 23.33     (2) if the board of the issuing public corporation adopts, 
 23.34  prior to September 1, 1987, an amendment to the issuing public 
 23.35  corporation's bylaws expressly electing not to be subject to 
 23.36  this section; 
 24.1      (3) if an amendment to the articles or bylaws of the 
 24.2   issuing public corporation is approved by the shareholders, 
 24.3   other than interested shareholders and their affiliates and 
 24.4   associates, holding a majority of the outstanding voting power 
 24.5   of all shares entitled to vote, excluding the shares of 
 24.6   interested shareholders and their affiliates and associates, 
 24.7   expressly electing not to be subject to this section and the 
 24.8   amendment provides that it is not to be effective until 18 
 24.9   months after the vote of shareholders and provides that, except 
 24.10  as provided in paragraph (c), it does not apply to any business 
 24.11  combination of the issuing public corporation with an interested 
 24.12  shareholder whose share acquisition date is on or before the 
 24.13  effective date of the amendment; or 
 24.14     (4) if the business combination was consummated before, or 
 24.15  if a binding agreement for the business combination was entered 
 24.16  into before, the day following June 1, 1987.  
 24.17     (c) This section does not apply to any business combination 
 24.18  of an issuing public corporation with, with respect to, proposed 
 24.19  by or on behalf of, or pursuant to any written or oral 
 24.20  agreement, arrangement, relationship, understanding, or 
 24.21  otherwise with: 
 24.22     (1) any person that would have been an interested 
 24.23  shareholder on June 1, 1987, had this section been in effect on 
 24.24  this date and had the issuing public corporation been an issuing 
 24.25  public corporation on this date; 
 24.26     (2) any interested shareholder whose share acquisition date 
 24.27  is either before the effective date of the article or bylaw 
 24.28  provision by which an issuing public corporation that was not 
 24.29  subject to this section immediately prior to the election 
 24.30  elected to be subject to this section, or on the effective date, 
 24.31  but prior to the effective time of the article or bylaw 
 24.32  provision; or 
 24.33     (3) in the case of a corporation that was not subject to 
 24.34  this section immediately prior to becoming a publicly held 
 24.35  corporation, any interested shareholder whose share acquisition 
 24.36  date is either before the date on which the corporation becomes 
 25.1   a publicly held corporation or on that date, but prior to the 
 25.2   time the corporation becomes a publicly held corporation, and to 
 25.3   whom the application of this section is expressly excluded by an 
 25.4   amendment to the articles or bylaws of the corporation approved 
 25.5   by the shareholders before the corporation becomes a publicly 
 25.6   held corporation and, if expressly provided by the amendment to 
 25.7   the articles or bylaws, any affiliate or associate of an 
 25.8   interested shareholder described in this clause. 
 25.9      This section applies to any business combination of an 
 25.10  issuing public corporation to which it previously did not apply 
 25.11  because of provisions in articles or bylaws adopted or approved 
 25.12  under paragraph (b), clause (1), (2), or (3), upon an amendment 
 25.13  to the articles or bylaws approved by shareholders holding a 
 25.14  majority of the outstanding voting power of all shares entitled 
 25.15  to vote expressly electing to be subject to this section 
 25.16  becoming effective.  Also, this section does not apply to any 
 25.17  business combination of the corporation with, with respect to, 
 25.18  proposed by or on behalf of, or pursuant to any written or oral 
 25.19  agreement, arrangement, relationship, understanding, or 
 25.20  otherwise with any person that would have been an interested 
 25.21  shareholder at the effective time of the amendment if this 
 25.22  section had been applicable. 
 25.23     Sec. 32.  Minnesota Statutes 1996, section 302A.675, is 
 25.24  amended to read: 
 25.25     302A.675 [TAKEOVER OFFER; FAIR PRICE.] 
 25.26     Subdivision 1.  [FAIR PRICE REQUIREMENT.] An offeror may 
 25.27  not acquire shares of a publicly held corporation within two 
 25.28  years following the last purchase of shares pursuant to a 
 25.29  takeover offer with respect to that class, including, but not 
 25.30  limited to, acquisitions made by purchase, exchange, merger, 
 25.31  consolidation, partial or complete liquidation, redemption, 
 25.32  reverse stock split, recapitalization, reorganization, or any 
 25.33  other similar transaction, unless the shareholder is afforded, 
 25.34  at the time of the proposed acquisition, a reasonable 
 25.35  opportunity to dispose of the shares to the offeror upon 
 25.36  substantially equivalent terms as those provided in the earlier 
 26.1   takeover offer. 
 26.2      Subd. 2.  [EXCEPTION.] Subdivision 1 does not apply if 
 26.3   the proposed acquisition of shares is approved by a committee of 
 26.4   the board's disinterested directors before the purchase of any 
 26.5   shares by the offeror pursuant to a the earlier takeover offer.  
 26.6   The provisions of section 302A.673, subdivision 1, paragraph 
 26.7   (d), relating to a committee of disinterested directors, apply 
 26.8   to this section. 
 26.9      Sec. 33.  [REPEALER.] 
 26.10     Minnesota Statutes 1996, section 302A.011, subdivision 33, 
 26.11  is repealed. 
 26.12                             ARTICLE 2 
 26.13           TECHNICAL CHANGES; LIMITED LIABILITY COMPANIES 
 26.14     Section 1.  Minnesota Statutes 1996, section 322B.11, is 
 26.15  amended to read: 
 26.16     322B.11 [TWO MEMBER REQUIREMENT.] 
 26.17     A limited liability company shall have two one or more 
 26.18  members at the time of its formation.  A limited liability 
 26.19  company shall be dissolved under section 322B.80, subdivision 1, 
 26.20  clause (5), whenever the limited liability company ceases to 
 26.21  have at least two members unless the remaining member admits a 
 26.22  new member within 90 days of the termination of the continued 
 26.23  membership of the former member.  
 26.24     Sec. 2.  Minnesota Statutes 1996, section 322B.115, 
 26.25  subdivision 1, is amended to read: 
 26.26     Subdivision 1.  [REQUIRED PROVISIONS.] The articles of 
 26.27  organization must contain: 
 26.28     (1) the name of the limited liability company; 
 26.29     (2) the address of the registered office of the limited 
 26.30  liability company and the name of its registered agent, if any, 
 26.31  at that address; 
 26.32     (3) the name and address of each organizer; and 
 26.33     (4) a statement of the limited period of existence for the 
 26.34  limited liability company, which must be a period of 30 years or 
 26.35  less from the date the articles of organization are filed with 
 26.36  the secretary of state, unless the articles of organization 
 27.1   expressly authorize a longer period of duration; if different 
 27.2   from the 30-year period set forth in section 322B.20, 
 27.3   subdivision 2. 
 27.4      (5) a statement as to whether upon the occurrence of any 
 27.5   event under section 322B.80, subdivision 1, clause (5), that 
 27.6   terminates the continued membership of a member in the limited 
 27.7   liability company, the remaining members will have the power to 
 27.8   avoid dissolution by giving dissolution avoidance consent; and 
 27.9      (6) a statement as to whether the members have the power to 
 27.10  enter into a business continuation agreement.  
 27.11     Sec. 3.  Minnesota Statutes 1996, section 322B.20, 
 27.12  subdivision 2, is amended to read: 
 27.13     Subd. 2.  [DURATION.] A limited liability company has a 
 27.14  limited duration of 30 years from the date the articles of 
 27.15  organization are filed with the secretary of state, unless the 
 27.16  articles of organization state a shorter or longer period of 
 27.17  duration, which may be perpetual.  
 27.18     Sec. 4.  Minnesota Statutes 1996, section 322B.313, 
 27.19  subdivision 2, is amended to read: 
 27.20     Subd. 2.  [WHEN UNANIMOUS CONSENT REQUIRED.] Subject to 
 27.21  subdivision 6, a member may, without the consent of any other 
 27.22  member, assign governance rights, in whole or in part, to 
 27.23  another person already a member at the time of the assignment.  
 27.24  Except as otherwise set forth in the articles of organization or 
 27.25  a member control agreement, any other assignment of any 
 27.26  governance rights is effective only if all the members, other 
 27.27  than the member seeking to make the assignment, approve the 
 27.28  assignment by unanimous written consent. Subject to subdivision 
 27.29  6, a member may grant a security interest in a complete 
 27.30  membership interest or governance rights without obtaining the 
 27.31  consent required by this subdivision.  However, a secured party 
 27.32  may not take or assign ownership of governance rights without 
 27.33  first obtaining the consent required by this subdivision.  If a 
 27.34  secured party has a security interest in both a member's 
 27.35  financial rights and governance rights, including a security 
 27.36  interest in a complete membership interest, this subdivision's 
 28.1   requirement that the secured party obtain consent applies only 
 28.2   to taking or assigning ownership of the governance rights and 
 28.3   does not apply to taking or assigning ownership of the financial 
 28.4   rights. 
 28.5      Sec. 5.  Minnesota Statutes 1996, section 322B.37, 
 28.6   subdivision 1, is amended to read: 
 28.7      Subdivision 1.  [AUTHORIZATION AND SCOPE.] A written 
 28.8   agreement among persons who are then members, including a sole 
 28.9   member, or who have signed contribution agreements, relating to 
 28.10  the control of any phase of the business and affairs of the 
 28.11  limited liability company, its liquidation, dissolution and 
 28.12  termination, or the relations among members or persons who have 
 28.13  signed contribution agreements is valid as provided in 
 28.14  subdivision 2.  Wherever this chapter provides that a particular 
 28.15  result may or must be obtained through a provision in the 
 28.16  articles of organization (other than a provision required by 
 28.17  section 322B.115, subdivision 1, to be contained in the 
 28.18  articles) or in the operating agreement, the same result can be 
 28.19  accomplished through a member control agreement valid under this 
 28.20  section or through a procedure established by a member control 
 28.21  agreement valid under this section.  A member control agreement 
 28.22  may waive, in whole or in part, a member's dissenting rights 
 28.23  under sections 322B.383 and 322B.386, but may not waive 
 28.24  dissenters' rights under section 322B.873, subdivision 2, clause 
 28.25  (1).  A member control agreement may not include an agreement to 
 28.26  give transfer consent.  A member control agreement may include a 
 28.27  business continuation agreement only if the articles of 
 28.28  organization grant the members the power to enter into business 
 28.29  continuation agreements.  
 28.30     Sec. 6.  Minnesota Statutes 1996, section 322B.37, 
 28.31  subdivision 3, is amended to read: 
 28.32     Subd. 3.  [ENFORCEABILITY AND COPIES.] (a) An agreement 
 28.33  valid under subdivisions 1 and 2 is enforceable by persons who 
 28.34  are parties to it and is binding upon and enforceable against 
 28.35  only those persons and other persons having knowledge of the 
 28.36  existence of the agreement.  A copy of the agreement must be 
 29.1   filed with the limited liability company.  The limited liability 
 29.2   company shall note in its required records that the members' 
 29.3   interests are governed by a member control agreement entered 
 29.4   into under this section.  
 29.5      (b) A member control agreement valid under subdivisions 1 
 29.6   and 2 is specifically enforceable, except that an agreement to 
 29.7   give dissolution avoidance consent is not specifically 
 29.8   enforceable. 
 29.9      (c) A member control agreement may waive dissenters' 
 29.10  rights, subject to section 322B.873, subdivision 3.  
 29.11     (d) A member or any assignee of financial rights has the 
 29.12  right upon written demand to obtain a copy of any member control 
 29.13  agreement from the limited liability company at the company's 
 29.14  expense.  
 29.15     Sec. 7.  Minnesota Statutes 1996, section 322B.383, 
 29.16  subdivision 1, is amended to read: 
 29.17     Subdivision 1.  [ACTIONS CREATING DISSENTERS' RIGHTS.] 
 29.18  Subject to a member control agreement under section 322B.37, a 
 29.19  member of a limited liability company may dissent from, and 
 29.20  obtain payment for the fair value of the member's membership 
 29.21  interests in the event of, any of the following limited 
 29.22  liability company actions:  
 29.23     (1) an amendment of the articles of organization that 
 29.24  materially and adversely affects the rights or preferences of 
 29.25  the membership interests of the dissenting member in that it:  
 29.26     (i) alters or abolishes a preferential right of the 
 29.27  membership interests; 
 29.28     (ii) creates, alters, or abolishes a right in respect of 
 29.29  the redemption of the membership interests, including a 
 29.30  provision respecting a sinking fund for the redemption or 
 29.31  repurchase of the membership interests; 
 29.32     (iii) alters or abolishes a preemptive right of the owner 
 29.33  of the membership interests to make a contribution; 
 29.34     (iv) excludes or limits the right of a member to vote on a 
 29.35  matter, or to cumulate votes, except as the right may be 
 29.36  excluded or limited through the acceptance of contributions or 
 30.1   the making of contribution agreements pertaining to membership 
 30.2   interests with similar or different voting rights; 
 30.3      (v) changes a member's right to resign or retire; 
 30.4      (vi) establishes or changes the conditions for or 
 30.5   consequences of expulsion; 
 30.6      (vii) changes the a statement that was required under 
 30.7   section 322B.115, subdivision 1, clause (5) regarding the power 
 30.8   of remaining members to avoid dissolution by giving dissolution 
 30.9   avoidance consent, if the statement was required under the law 
 30.10  when the articles of organization were executed; 
 30.11     (viii) changes the a statement that was required under 
 30.12  section 322B.115, subdivision 1, clause (6) regarding the power 
 30.13  of members to enter into a business continuation agreement, if 
 30.14  the statement was required under the law when the articles of 
 30.15  organization were executed; or 
 30.16     (2) a sale, lease, transfer, or other disposition of all or 
 30.17  substantially all of the property and assets of the limited 
 30.18  liability company, but not including a transaction permitted 
 30.19  without member approval in section 322B.77, subdivision 1, or a 
 30.20  disposition in dissolution described in section 322B.813, 
 30.21  subdivision 4, or a disposition pursuant to an order of a court, 
 30.22  or a disposition for cash on terms requiring that all or 
 30.23  substantially all of the net proceeds of disposition be 
 30.24  distributed to the members in accordance with their respective 
 30.25  membership interests within one year after the date of 
 30.26  disposition; 
 30.27     (3) a plan of merger to which the limited liability company 
 30.28  is a party, except as provided in section 322B.873, subdivision 
 30.29  2, clause (1)(i) and subject to section 322B.873, subdivision 3; 
 30.30     (4) a plan of exchange to which the limited liability 
 30.31  company is a party as the organization whose ownership interests 
 30.32  will be acquired by the acquiring organization, if the 
 30.33  membership interests being acquired are entitled to be voted on 
 30.34  the plan; 
 30.35     (5) any other limited liability company action taken 
 30.36  pursuant to a member vote with respect to which the articles of 
 31.1   organization, the operating agreement, or a resolution approved 
 31.2   by the board of governors directs that dissenting members may 
 31.3   obtain payment for their membership interests; or 
 31.4      (6) a resolution of the board of governors under section 
 31.5   322B.873, subdivision 2, to implement a business continuation 
 31.6   agreement.  
 31.7      Sec. 8.  Minnesota Statutes 1996, section 322B.80, 
 31.8   subdivision 1, is amended to read: 
 31.9      Subdivision 1.  [DISSOLUTION EVENTS.] A limited liability 
 31.10  company dissolves upon the occurrence of any of the following 
 31.11  events:  
 31.12     (1) when the period fixed in the articles of organization 
 31.13  for the duration of the limited liability company expires; 
 31.14     (2) by order of a court pursuant to sections 322B.833 and 
 31.15  322B.843; 
 31.16     (3) by action of the organizers pursuant to section 
 31.17  322B.803; 
 31.18     (4) by action of the members pursuant to section 322B.806; 
 31.19     (5) except as otherwise provided in the articles of 
 31.20  organization or a member control agreement, upon the occurrence 
 31.21  of an event that terminates the continued membership of a member 
 31.22  in the limited liability company, including: 
 31.23     (i) death of any member; 
 31.24     (ii) retirement of any member; 
 31.25     (iii) resignation of any member; 
 31.26     (iv) redemption of a member's complete membership interest; 
 31.27     (v) assignment of a member's governance rights under 
 31.28  section 322B.313 which leaves the assignor with no governance 
 31.29  rights; 
 31.30     (vi) a buy-out of a member's membership interest under 
 31.31  section 322B.833 that leaves that member with no governance 
 31.32  rights; 
 31.33     (vii) expulsion of any member; 
 31.34     (viii) bankruptcy of any member; 
 31.35     (ix) dissolution of any member; 
 31.36     (x) a merger in which the limited liability company is not 
 32.1   the surviving organization; 
 32.2      (xi) an exchange in which the limited liability company is 
 32.3   not the acquiring organization; or 
 32.4      (xii) the occurrence of any other event that terminates the 
 32.5   continued membership of a member in the limited liability 
 32.6   company, 
 32.7   but the limited liability company is not dissolved and is not 
 32.8   required to be wound up by reason of any event that terminates 
 32.9   the continued membership of a member if (A) either there are is 
 32.10  at least two one remaining members or a new member is admitted 
 32.11  as provided in section 322B.11, member and (B) the existence and 
 32.12  business of the limited liability company is continued either by 
 32.13  the consent of all the remaining members under a right to 
 32.14  consent stated in the articles of organization and the consent 
 32.15  is obtained no later than 90 days after the termination of the 
 32.16  continued membership or under a separate right to continue 
 32.17  stated in the articles of organization;, or (B) if the 
 32.18  membership of the last or sole member terminates and the legal 
 32.19  representative of that last or sole member causes the limited 
 32.20  liability company to admit at least one member; or 
 32.21     (6) when terminated by the secretary of state according to 
 32.22  section 322B.960. 
 32.23                             ARTICLE 3
 32.24              AMENDMENTS TO PERMIT MERGER OF DOMESTIC 
 32.25         CORPORATION AND FOREIGN LIMITED LIABILITY COMPANY 
 32.26     Section 1.  Minnesota Statutes 1996, section 302A.011, is 
 32.27  amended by adding a subdivision to read: 
 32.28     Subd. 55.  [ACQUIRING ORGANIZATION.] "Acquiring 
 32.29  organization" means a corporation, foreign corporation, or 
 32.30  domestic or foreign limited liability company that acquires in 
 32.31  an exchange the shares of a corporation or foreign corporation 
 32.32  or the membership interests of a domestic or foreign limited 
 32.33  liability company. 
 32.34     Sec. 2.  Minnesota Statutes 1996, section 302A.011, is 
 32.35  amended by adding a subdivision to read: 
 32.36     Subd. 56.  [CONSTITUENT ORGANIZATION.] "Constituent 
 33.1   organization" means a corporation, foreign corporation, or a 
 33.2   domestic or foreign limited liability company that is a party to 
 33.3   a merger or an exchange. 
 33.4      Sec. 3.  Minnesota Statutes 1996, section 302A.011, is 
 33.5   amended by adding a subdivision to read: 
 33.6      Subd. 57.  [OWNERS.] "Owners" means shareholders in the 
 33.7   case of a corporation or foreign corporation and members in the 
 33.8   case of a limited liability company. 
 33.9      Sec. 4.  Minnesota Statutes 1996, section 302A.011, is 
 33.10  amended by adding a subdivision to read: 
 33.11     Subd. 58.  [OWNERSHIP INTERESTS.] "Ownership interests" 
 33.12  means shares in the case of a corporation or foreign corporation 
 33.13  and membership interests in the case of a domestic or foreign 
 33.14  limited liability company. 
 33.15     Sec. 5.  Minnesota Statutes 1996, section 302A.011, is 
 33.16  amended by adding a subdivision to read: 
 33.17     Subd. 59.  [SURVIVING ORGANIZATION.] "Surviving 
 33.18  organization" means the corporation or foreign corporation or 
 33.19  domestic or foreign limited liability company resulting from a 
 33.20  merger. 
 33.21     Sec. 6.  Minnesota Statutes 1996, section 302A.601, 
 33.22  subdivision 4, is amended to read: 
 33.23     Subd. 4.  [MERGER OR EXCHANGE WITH A LIMITED LIABILITY 
 33.24  COMPANY.] A corporation may participate in a merger or exchange 
 33.25  with a domestic limited liability company pursuant to chapter 
 33.26  322B.  The dissenters' rights for shareholders of a corporation 
 33.27  are governed by this chapter.  
 33.28     Sec. 7.  Minnesota Statutes 1996, section 302A.611, is 
 33.29  amended to read: 
 33.30     302A.611 [PLAN OF MERGER OR EXCHANGE.] 
 33.31     Subdivision 1.  [CONTENTS OF PLAN.] A plan of merger or 
 33.32  exchange shall contain:  
 33.33     (a) The names of the corporations constituent organizations 
 33.34  proposing to merge or participate in an exchange, and:  
 33.35     (1) in the case of a merger, the name of the surviving 
 33.36  corporation organization; 
 34.1      (2) in the case of an exchange, the name of the acquiring 
 34.2   corporation organization; 
 34.3      (b) The terms and conditions of the proposed merger or 
 34.4   exchange; 
 34.5      (c)(1) In the case of a merger, the manner and basis of 
 34.6   converting the shares ownership interests of the constituent 
 34.7   corporations organizations into securities of the 
 34.8   surviving corporation organization or of any other 
 34.9   corporation organization, or, in whole or in part, into money or 
 34.10  other property; or 
 34.11     (2) In the case of an exchange, the manner and basis of 
 34.12  exchanging the shares to be acquired for securities of the 
 34.13  acquiring corporation organization or any other corporation 
 34.14  organization or, in whole or part, into money or other property; 
 34.15     (d) In the case of a merger, a statement of any amendments 
 34.16  to the articles of incorporation or organization of the 
 34.17  surviving corporation organization proposed as part of the 
 34.18  merger; and 
 34.19     (e) Any other provisions with respect to the proposed 
 34.20  merger or exchange that are deemed necessary or desirable.  
 34.21     Subd. 2.  [OTHER AGREEMENTS.] The procedure authorized by 
 34.22  this section does not limit the power of a corporation to 
 34.23  acquire all or part of the shares ownership interests of one or 
 34.24  more classes or series of another corporation organization 
 34.25  through a negotiated agreement with the shareholders owners or 
 34.26  otherwise.  
 34.27     Sec. 8.  Minnesota Statutes 1996, section 302A.613, 
 34.28  subdivision 1, is amended to read: 
 34.29     Subdivision 1.  [BOARD APPROVAL; NOTICE TO SHAREHOLDERS.] A 
 34.30  resolution containing the plan of merger or exchange shall be 
 34.31  approved by the affirmative vote of a majority of the directors 
 34.32  present at a meeting of the board of each constituent 
 34.33  corporation and shall then be submitted at a regular or a 
 34.34  special meeting to the shareholders of (i) each constituent 
 34.35  corporation, in the case of a plan of merger, and (ii) the 
 34.36  corporation whose shares will be acquired by the acquiring 
 35.1   corporation organization in the exchange, in the case of a plan 
 35.2   of exchange.  If shareholders holding any class or series of 
 35.3   stock of the corporation are entitled to vote on the plan of 
 35.4   merger or exchange pursuant to this section, written notice 
 35.5   shall be given to every shareholder of a corporation, whether or 
 35.6   not entitled to vote at the meeting, not less than 14 days nor 
 35.7   more than 60 days before the meeting, in the manner provided in 
 35.8   section 302A.435 for notice of meetings of shareholders.  The 
 35.9   written notice shall state that a purpose of the meeting is to 
 35.10  consider the proposed plan of merger or exchange.  A copy or 
 35.11  short description of the plan of merger or exchange shall be 
 35.12  included in or enclosed with the notice.  If the merger or 
 35.13  exchange is with a domestic or foreign limited liability 
 35.14  company, the plan of merger or exchange must also be approved in 
 35.15  the manner required by the laws of the state under which the 
 35.16  limited liability company is organized. 
 35.17     Sec. 9.  Minnesota Statutes 1996, section 302A.613, 
 35.18  subdivision 2, is amended to read: 
 35.19     Subd. 2.  [APPROVAL BY SHAREHOLDERS OWNERS.] (a) At the 
 35.20  meeting a vote of the shareholders owners shall be taken on the 
 35.21  proposed plan.  The plan of merger or exchange is adopted when 
 35.22  approved by the affirmative vote of the holders of a majority of 
 35.23  the voting power of all shares entitled to vote and, if the 
 35.24  merger or exchange is with a domestic or foreign limited 
 35.25  liability company, when approved in the manner required by the 
 35.26  laws of the state under which the limited liability company is 
 35.27  organized.  Except as provided in paragraph (b), a class or 
 35.28  series of shares of the corporation is entitled to vote as a 
 35.29  class or series if any provision of the plan would, if contained 
 35.30  in a proposed amendment to the articles, entitle the class or 
 35.31  series of shares to vote as a class or series and, in the case 
 35.32  of an exchange, if the class or series is included in the 
 35.33  exchange. 
 35.34     (b) A class or series of shares of the corporation is not 
 35.35  entitled to vote as a class or series solely because the plan of 
 35.36  merger effects a cancellation of the shares of the class or 
 36.1   series if the plan of merger effects a cancellation of all 
 36.2   shares of the corporation of all classes and series that are 
 36.3   outstanding immediately prior to the merger and shareholders of 
 36.4   shares of that class or series are entitled to obtain payment 
 36.5   for the fair value of their shares under section 302A.471 in the 
 36.6   event of the merger. 
 36.7      Sec. 10.  Minnesota Statutes 1996, section 302A.615, is 
 36.8   amended to read: 
 36.9      302A.615 [ARTICLES OF MERGER OR EXCHANGE; CERTIFICATE.] 
 36.10     Subdivision 1.  [CONTENTS OF ARTICLES.] Upon receiving the 
 36.11  approval required by section 302A.613, articles of merger or 
 36.12  exchange shall be prepared that contain:  
 36.13     (a) the plan of merger or exchange; and 
 36.14     (b) a statement that the plan has been approved by each 
 36.15  corporation constituent organization pursuant to this chapter. 
 36.16     Subd. 2.  [ARTICLES SIGNED, FILED.] The articles of merger 
 36.17  or exchange shall be signed on behalf of each constituent 
 36.18  corporation organization and filed with the secretary of state.  
 36.19     Subd. 3.  [CERTIFICATE.] The secretary of state shall issue 
 36.20  a certificate of merger to the surviving corporation 
 36.21  organization or its legal representative and a certificate of 
 36.22  exchange to the acquiring corporation organization or its legal 
 36.23  representative.  
 36.24     Sec. 11.  Minnesota Statutes 1996, section 302A.631, is 
 36.25  amended to read: 
 36.26     302A.631 [ABANDONMENT.] 
 36.27     Subdivision 1.  [BY SHAREHOLDERS OR PLAN.] After a plan of 
 36.28  merger or exchange has been approved by the shareholders 
 36.29  entitled to vote on the approval of the plan as provided in 
 36.30  section 302A.613, and before the effective date of the plan, it 
 36.31  may be abandoned:  
 36.32     (a) if (i) the shareholders of each of the constituent 
 36.33  corporations entitled to vote on the approval of the plan as 
 36.34  provided in section 302A.613 have approved the abandonment at a 
 36.35  meeting by the affirmative vote of the holders of a majority of 
 36.36  the voting power of the shares entitled to vote and, if; (ii) 
 37.1   the merger or exchange is with a domestic or foreign limited 
 37.2   liability company, if abandonment is approved in such manner as 
 37.3   may be required by the laws of the state under which the limited 
 37.4   liability company is organized; and (iii) the shareholders of a 
 37.5   constituent corporation are not entitled to vote on the approval 
 37.6   of the plan under section 302A.613, the board of directors of 
 37.7   the constituent corporation has approved the abandonment by the 
 37.8   affirmative vote of a majority of the directors present; 
 37.9      (b) if the plan itself provides for abandonment and all 
 37.10  conditions for abandonment set forth in the plan are met; or 
 37.11     (c) pursuant to subdivision 2.  
 37.12     Subd. 2.  [BY BOARD.] A plan of merger or exchange may be 
 37.13  abandoned, before the effective date of the plan, by a 
 37.14  resolution of the board of directors of any constituent 
 37.15  corporation abandoning the plan of merger or exchange approved 
 37.16  by the affirmative vote of a majority of the directors present, 
 37.17  subject to the contract rights of any other person under the 
 37.18  plan.  If a plan of merger or exchange is with a domestic or 
 37.19  foreign limited liability company, the plan of merger or 
 37.20  exchange may be abandoned before the effective date of the plan 
 37.21  by a resolution of the limited liability company adopted 
 37.22  according to the laws of the state under which the limited 
 37.23  liability company is organized, subject to the contract rights 
 37.24  of any other person under the plan. 
 37.25     Subd. 3.  [FILING OF ARTICLES.] If articles of merger or 
 37.26  exchange have been filed with the secretary of state, but have 
 37.27  not yet become effective, the constituent corporations 
 37.28  organizations, in the case of abandonment under subdivision 1, 
 37.29  clause (a), the constituent corporations organizations or any 
 37.30  one of them, in the case of abandonment under subdivision 1, 
 37.31  clause (b), or the abandoning corporation organization in the 
 37.32  case of abandonment under subdivision 2, shall file with the 
 37.33  secretary of state articles of abandonment that contain:  
 37.34     (a) The names of the constituent corporations 
 37.35  organizations; 
 37.36     (b) The provision of this section under which the plan is 
 38.1   abandoned; and 
 38.2      (c) If the plan is abandoned under subdivision 2, the text 
 38.3   of the resolution approved by the affirmative vote of a majority 
 38.4   of the directors present abandoning the plan. 
 38.5      Sec. 12.  Minnesota Statutes 1996, section 302A.641, 
 38.6   subdivision 2, is amended to read: 
 38.7      Subd. 2.  [EFFECT ON CORPORATION ORGANIZATION.] When a 
 38.8   merger becomes effective:  
 38.9      (a) The constituent corporations organizations become a 
 38.10  single corporation entity, the surviving corporation or 
 38.11  surviving limited liability company, as the case may be; 
 38.12     (b) The separate existence of all constituent corporations 
 38.13  organizations except the surviving corporation organization 
 38.14  ceases; 
 38.15     (c) If the surviving organization is a corporation, the 
 38.16  surviving corporation has all the rights, privileges, 
 38.17  immunities, and powers, and is subject to all the duties and 
 38.18  liabilities, of a corporation incorporated under this chapter; 
 38.19     (d) The surviving corporation organization, whether a 
 38.20  corporation, foreign corporation, or domestic or foreign limited 
 38.21  liability company, possesses all the rights, privileges, 
 38.22  immunities, and franchises, of a public as well as of a private 
 38.23  nature, of each of the constituent corporations organizations.  
 38.24  All property, real, personal, and mixed, and all debts due on 
 38.25  any account, including subscriptions to shares, and all other 
 38.26  choses in action, and every other interest of or belonging to or 
 38.27  due to each of the constituent corporations organizations vests 
 38.28  in the surviving corporation organization without any further 
 38.29  act or deed.  Confirmatory deeds, assignments, or similar 
 38.30  instruments to accomplish that vesting may be signed and 
 38.31  delivered at any time in the name of a constituent corporation 
 38.32  organization by its current officers or managers, as the case 
 38.33  may be, or, if the corporation organization no longer exists, by 
 38.34  its last officers or managers, as the case may be.  The title to 
 38.35  any real estate or any interest therein vested in any of the 
 38.36  constituent corporations organizations does not revert nor in 
 39.1   any way become impaired by reason of the merger; 
 39.2      (e) The surviving corporation organization is responsible 
 39.3   and liable for all the liabilities and obligations of each of 
 39.4   the constituent corporations organizations.  A claim of or 
 39.5   against or a pending proceeding by or against a 
 39.6   constituent corporation organization may be prosecuted as if the 
 39.7   merger had not taken place, or the surviving corporation 
 39.8   organization may be substituted in the place of the 
 39.9   constituent corporation organization.  Neither the rights of 
 39.10  creditors nor any liens upon the property of a 
 39.11  constituent corporation organization are impaired by the merger; 
 39.12  and 
 39.13     (f) The articles of the surviving corporation organization 
 39.14  are deemed to be amended to the extent that changes in its 
 39.15  articles, if any, are contained in the plan of merger.  
 39.16     Sec. 13.  Minnesota Statutes 1996, section 302A.651, is 
 39.17  amended to read: 
 39.18     302A.651 [MERGER OR EXCHANGE WITH FOREIGN CORPORATION OR 
 39.19  LIMITED LIABILITY COMPANY.] 
 39.20     Subdivision 1.  [WHEN PERMITTED.] A domestic corporation 
 39.21  may merge with or participate in an exchange with a foreign 
 39.22  corporation or limited liability company by following the 
 39.23  procedures set forth in this section, if: 
 39.24     (1) with respect to a merger, the merger is permitted by 
 39.25  the laws of the state under which the foreign corporation or 
 39.26  limited liability company is incorporated or organized; and 
 39.27     (2) with respect to an exchange, the corporation whose 
 39.28  shares will be acquired is a domestic corporation, whether or 
 39.29  not the exchange is permitted by the laws of the state under 
 39.30  which the foreign corporation or limited liability company is 
 39.31  incorporated or organized. 
 39.32     Subd. 2.  [LAWS APPLICABLE BEFORE TRANSACTION.] Each 
 39.33  domestic corporation shall comply with the provisions of 
 39.34  sections 302A.601 to 302A.651 with respect to the merger or 
 39.35  exchange of shares of corporations and each foreign 
 39.36  corporation or limited liability company shall comply with the 
 40.1   applicable provisions of the laws under which it was 
 40.2   incorporated or organized or by which it is governed.  
 40.3      Subd. 3.  [DOMESTIC SURVIVING CORPORATION.] If the 
 40.4   surviving corporation organization in a merger will be a 
 40.5   domestic corporation, it shall comply with all the provisions of 
 40.6   this chapter.  
 40.7      Subd. 4.  [FOREIGN SURVIVING CORPORATION ORGANIZATION.] If 
 40.8   the surviving corporation organization in a merger will be a 
 40.9   foreign corporation or limited liability company and will 
 40.10  transact business in this state, it shall comply with the 
 40.11  provisions of chapter 303 with respect to foreign 
 40.12  corporations or chapter 322B with respect to foreign limited 
 40.13  liability companies.  In every case the surviving corporation 
 40.14  organization shall file with the secretary of state:  
 40.15     (a) An agreement that it may be served with process in this 
 40.16  state in a proceeding for the enforcement of an obligation of a 
 40.17  constituent corporation organization and in a proceeding for the 
 40.18  enforcement of the rights of a dissenting shareholder of a 
 40.19  constituent corporation against the surviving corporation 
 40.20  organization; 
 40.21     (b) An irrevocable appointment of the secretary of state as 
 40.22  its agent to accept service of process in any proceeding, and an 
 40.23  address to which process may be forwarded; and 
 40.24     (c) An agreement that it will promptly pay to the 
 40.25  dissenting shareholders of each domestic constituent corporation 
 40.26  the amount, if any, to which they are entitled under section 
 40.27  302A.473.  
 40.28     Sec. 14.  Minnesota Statutes 1996, section 322B.70, 
 40.29  subdivision 1, is amended to read: 
 40.30     Subdivision 1.  [MERGER.] With or without a business 
 40.31  purpose, a limited liability company may merge:  
 40.32     (1) with another limited liability company or a domestic 
 40.33  corporation pursuant to a plan of merger approved in the manner 
 40.34  provided in sections 322B.71 to 322B.75; and 
 40.35     (2) with a domestic corporation under a plan of merger 
 40.36  approved in the manner provided in sections 322B.71 to 322B.75, 
 41.1   and in chapter 302A; and 
 41.2      (3) with any foreign corporation or foreign limited 
 41.3   liability company pursuant to a plan of merger approved in the 
 41.4   manner provided in section 322B.76.  
 41.5      Sec. 15.  Minnesota Statutes 1996, section 322B.70, 
 41.6   subdivision 2, is amended to read: 
 41.7      Subd. 2.  [EXCHANGE.] (a) A limited liability company may 
 41.8   acquire all of the ownership interests of one or more classes or 
 41.9   series of another limited liability company or domestic 
 41.10  corporation pursuant to a plan of exchange approved in the 
 41.11  manner provided in sections 322B.71 to 322B.75. 
 41.12     (b) A limited liability company may acquire all of the 
 41.13  ownership interests of one or more classes or series of a 
 41.14  domestic corporation pursuant to a plan of exchange approved in 
 41.15  the manner provided in sections 322B.71 to 322B.75, and in 
 41.16  chapter 302A. 
 41.17     (c) A domestic corporation may acquire all of the ownership 
 41.18  interests of one or more classes or series of a limited 
 41.19  liability company pursuant to a plan of exchange approved in the 
 41.20  manner provided in sections 322B.71 to 322B.75, and in chapter 
 41.21  302A. 
 41.22     (c) (d) A foreign corporation or foreign limited liability 
 41.23  company may acquire all of the ownership interests of one or 
 41.24  more classes or series of a limited liability company pursuant 
 41.25  to a plan of exchange approved in the manner provided in section 
 41.26  322B.76. 
 41.27     Sec. 16.  Minnesota Statutes 1996, section 322B.72, 
 41.28  subdivision 2, is amended to read: 
 41.29     Subd. 2.  [APPROVAL BY OWNERS.] (a) At the meeting a vote 
 41.30  of the owners must be taken on the proposed plan.  The plan of 
 41.31  merger or exchange is adopted when approved by the affirmative 
 41.32  vote of the owners of a majority of the voting power of all 
 41.33  ownership interests entitled to vote.  Except as provided in 
 41.34  paragraph (b), a class or series of ownership interests of the 
 41.35  organization is entitled to vote as a class or series if any 
 41.36  provision of the plan would, if contained in a proposed 
 42.1   amendment to the articles of organization or articles of 
 42.2   incorporation, as the case may be, entitle the class or series 
 42.3   of ownership interests to vote as a class or series and, in the 
 42.4   case of an exchange, if the class or series is included in the 
 42.5   exchange.  
 42.6      (b) A class or series of ownership interests of the 
 42.7   organization is not entitled to vote as a class or series solely 
 42.8   because the plan of merger effects a cancellation of the 
 42.9   ownership interests of the class or series if the plan of merger 
 42.10  effects a cancellation of all ownership interests of the 
 42.11  organization of all classes and series that are existing 
 42.12  immediately before the merger and owners of ownership interests 
 42.13  of that class or series are entitled to obtain payment for the 
 42.14  fair value of their shares under section 322B.383 or 302A.471, 
 42.15  as the case may be, in the event of the merger. 
 42.16     Sec. 17.  Minnesota Statutes 1996, section 322B.72, 
 42.17  subdivision 3, is amended to read: 
 42.18     Subd. 3.  [WHEN APPROVAL BY SHAREHOLDERS OF A SURVIVING 
 42.19  CORPORATION IS NOT REQUIRED.] Notwithstanding subdivisions 1 and 
 42.20  2, submission of a plan of merger to a vote at a meeting of 
 42.21  shareholders of a surviving corporation is not required if:  
 42.22     (1) the articles of the corporation will not be amended in 
 42.23  the transaction; 
 42.24     (2) each holder of shares of the corporation that were 
 42.25  outstanding immediately before the effective time of the 
 42.26  transaction will hold the same number of shares with identical 
 42.27  rights immediately after that date; 
 42.28     (3) the voting power of the outstanding shares of the 
 42.29  corporation entitled to vote immediately after the merger, plus 
 42.30  the voting power of the shares of the corporation entitled to 
 42.31  vote issuable on conversion of or on the exercise of rights to 
 42.32  purchase, securities issued in the transaction, will not exceed 
 42.33  by more than 20 percent, the voting power of the outstanding 
 42.34  shares of the corporation entitled to vote immediately before 
 42.35  the transaction; and 
 42.36     (4) the number of participating shares of the corporation 
 43.1   immediately after the merger, plus the number of participating 
 43.2   shares of the corporation issuable on conversion, or on the 
 43.3   exercise of rights to purchase, securities issued in the 
 43.4   transaction, will not exceed by more than 20 percent, the number 
 43.5   of participating shares of the corporation immediately before 
 43.6   the transaction.  "Participating shares" are outstanding shares 
 43.7   of the corporation that entitle their holders to participate 
 43.8   without limitation in distributions by the corporation.  
 43.9   [APPROVAL BY CONSTITUENT DOMESTIC CORPORATION.] If the merger or 
 43.10  exchange is with a domestic corporation, the plan of merger or 
 43.11  exchange must also be approved in the manner provided in chapter 
 43.12  302A. 
 43.13     Sec. 18.  Minnesota Statutes 1996, section 322B.74, 
 43.14  subdivision 1, is amended to read: 
 43.15     Subdivision 1.  [BY OWNERS OR PLAN.] After a plan of merger 
 43.16  or exchange has been approved by the owners entitled to vote on 
 43.17  the approval of the plan as provided in section 322B.72, and 
 43.18  before the effective date of the plan, it may be abandoned: 
 43.19     (1) if the owners of ownership interests of each of the 
 43.20  constituent organizations entitled to vote on the approval of 
 43.21  the plan as provided in section 322B.72 have approved the 
 43.22  abandonment at a meeting by the affirmative vote of the owners 
 43.23  of a majority of the voting power of the ownership interests 
 43.24  entitled to vote and, if the owners of a constituent 
 43.25  organization are not entitled to vote on the approval of the 
 43.26  plan under section 322B.72, the governing board of that 
 43.27  constituent organization limited liability company has approved 
 43.28  the abandonment by the affirmative vote of a majority of the 
 43.29  board members present, and the abandonment has been approved in 
 43.30  the manner provided in chapter 302A by any constituent 
 43.31  organization that is a domestic corporation; 
 43.32     (2) if the plan itself provides for abandonment and all 
 43.33  conditions for abandonment set forth in the plan are met; or 
 43.34     (3) pursuant to subdivision 2.  
 43.35     Sec. 19.  Minnesota Statutes 1996, section 322B.74, 
 43.36  subdivision 2, is amended to read: 
 44.1      Subd. 2.  [BY THE GOVERNING BOARD.] A plan of merger or 
 44.2   exchange may be abandoned, before the effective date of the 
 44.3   plan, by a resolution of the governing board of any constituent 
 44.4   organization that is a limited liability company abandoning the 
 44.5   plan of merger or exchange approved by the affirmative vote of a 
 44.6   majority of the board members present, subject to the contract 
 44.7   rights of any other person under the plan.  Abandonment by the 
 44.8   board of a constituent organization that is a domestic 
 44.9   corporation may be accomplished as provided in chapter 302A. 
 44.10                             ARTICLE 4
 44.11                       CONFORMING AMENDMENTS 
 44.12     Section 1.  Minnesota Statutes 1996, section 308A.005, is 
 44.13  amended by adding a subdivision to read: 
 44.14     Subd. 7a.  [FILED WITH THE SECRETARY OF STATE.] "Filed with 
 44.15  the secretary of state" means that a document meeting the 
 44.16  applicable requirements of this chapter, signed and accompanied 
 44.17  by the required filing fee, has been delivered to the secretary 
 44.18  of state of this state.  The secretary of state shall endorse on 
 44.19  the document the word "Filed" and the month, day, and year of 
 44.20  filing, record the document in the office of the secretary of 
 44.21  state, and return a document to the person who delivered it for 
 44.22  filing. 
 44.23     Sec. 2.  Minnesota Statutes 1996, section 308A.005, is 
 44.24  amended by adding a subdivision to read: 
 44.25     Subd. 10a.  [SIGNED.] (a) "Signed" means that the signature 
 44.26  of a person has been written on a document, as provided in 
 44.27  section 645.44, subdivision 14, and, with respect to a document 
 44.28  required by this chapter to be filed with the secretary of 
 44.29  state, means that the document has been signed by a person 
 44.30  authorized to do so by this chapter, the articles or bylaws, or 
 44.31  by a resolution approved by the directors or the members. 
 44.32     (b) A signature on a document may be a facsimile affixed, 
 44.33  engraved, printed, placed, stamped with indelible ink, 
 44.34  transmitted by facsimile or electronically, or in any other 
 44.35  manner reproduced on the document. 
 44.36     Sec. 3.  Minnesota Statutes 1996, section 317A.011, 
 45.1   subdivision 8, is amended to read: 
 45.2      Subd. 8.  [FILED WITH THE SECRETARY OF STATE.] "Filed with 
 45.3   the secretary of state" means that an original of a document 
 45.4   meeting the requirements of this chapter, signed, and 
 45.5   accompanied by a filing fee of $35, has been delivered to the 
 45.6   secretary of state of this state.  The secretary of state shall 
 45.7   endorse on the original the word "Filed" and the month, day, and 
 45.8   year, and time of filing, record the document in the office of 
 45.9   the secretary of state, and return the a document to the person 
 45.10  who delivered it for filing. 
 45.11     Sec. 4.  Minnesota Statutes 1996, section 317A.011, 
 45.12  subdivision 19, is amended to read: 
 45.13     Subd. 19.  [SIGNED.] (a) "Signed" means that the signature 
 45.14  of a person is written on a document, as provided in section 
 45.15  645.44, subdivision 14.  A document required by this chapter to 
 45.16  be filed with the secretary of state must be signed by a person 
 45.17  authorized to do so by this chapter, the articles or bylaws, or 
 45.18  a resolution approved by the affirmative vote of the required 
 45.19  proportion or number of the directors, as required by section 
 45.20  317A.237, or the required proportion or number of members with 
 45.21  voting rights, if any, if required by section 317A.443.  
 45.22     (b) A signature on a document not required by this chapter 
 45.23  to be filed with the secretary of state may be a facsimile 
 45.24  affixed, engraved, printed, placed, stamped with indelible ink, 
 45.25  transmitted by facsimile or electronically, or in any other 
 45.26  manner reproduced on the document. 
 45.27     Sec. 5.  Minnesota Statutes 1996, section 322A.01, is 
 45.28  amended to read: 
 45.29     322A.01 [DEFINITIONS.] 
 45.30     As used in sections 322A.01 to 322A.87, unless the context 
 45.31  otherwise requires: 
 45.32     (1) "Certificate of limited partnership" means the 
 45.33  certificate referred to in section 322A.11, and the certificate 
 45.34  as amended or restated. 
 45.35     (2) "Contribution" means any cash, property, services 
 45.36  rendered, or a promissory note or other binding obligation to 
 46.1   contribute cash or property or to perform services, which a 
 46.2   partner contributes to a limited partnership as a partner. 
 46.3      (3) "Event of withdrawal of a general partner" means an 
 46.4   event that causes a person to cease to be a general partner as 
 46.5   provided in section 322A.32. 
 46.6      (4) "Executed" means signed. 
 46.7      (5) "Filed with the secretary of state" means that a 
 46.8   document meeting the applicable requirements of this chapter, 
 46.9   signed and accompanied by the required filing fee, has been 
 46.10  delivered to the secretary of state of this state. 
 46.11     (6) "Foreign limited partnership" means a partnership 
 46.12  formed under the laws of any state other than this state and 
 46.13  having as partners one or more general partners and one or more 
 46.14  limited partners. 
 46.15     (5) (7) "General partner" means a person who has been 
 46.16  admitted to a limited partnership as a general partner in 
 46.17  accordance with the partnership agreement and named in the 
 46.18  certificate of limited partnership as a general partner. 
 46.19     (6) (8) "Limited partner" means a person who has been 
 46.20  admitted to a limited partnership as a limited partner in 
 46.21  accordance with the partnership agreement. 
 46.22     (7) (9) "Limited partnership" and "domestic limited 
 46.23  partnership" mean a partnership formed by two or more persons 
 46.24  under the laws of this state and having one or more general 
 46.25  partners and one or more limited partners. 
 46.26     (8) (10) "Partner" means a limited or general partner. 
 46.27     (9) (11) "Partnership agreement" means any valid agreement, 
 46.28  written or oral, of the partners as to the affairs of a limited 
 46.29  partnership and the conduct of its business. 
 46.30     (10) (12) "Partnership interest" means a partner's share of 
 46.31  the profits and losses of a limited partnership and the right to 
 46.32  receive distributions of partnership assets. 
 46.33     (11) (13) "Person" means a natural person, partnership, 
 46.34  limited partnership (domestic or foreign), trust, estate, 
 46.35  association, limited liability company (whether domestic or 
 46.36  foreign), or corporation. 
 47.1      (14)(a) "Signed" means that the signature of a person has 
 47.2   been written on a document, as provided in section 645.44, 
 47.3   subdivision 14, and, with respect to a document required by this 
 47.4   chapter to be filed with the secretary of state, means that the 
 47.5   document has been signed by a person authorized to do so by this 
 47.6   chapter, the articles or bylaws, or by a resolution approved by 
 47.7   the partners. 
 47.8      (b) A signature on a document may be a facsimile affixed, 
 47.9   engraved, printed, placed, stamped with indelible ink, 
 47.10  transmitted by facsimile or electronically, or in any other 
 47.11  manner reproduced on the document. 
 47.12     (12) (15) "State" means a state, territory, or possession 
 47.13  of the United States, the District of Columbia, or the 
 47.14  Commonwealth of Puerto Rico. 
 47.15     Sec. 6.  Minnesota Statutes 1996, section 322B.03, 
 47.16  subdivision 18, is amended to read: 
 47.17     Subd. 18.  [FILED WITH THE SECRETARY OF STATE.] "Filed with 
 47.18  the secretary of state" means that an original of a document 
 47.19  meeting the applicable requirements of this chapter, signed and 
 47.20  accompanied by a filing fee of $35, has been delivered to the 
 47.21  secretary of state of this state.  The secretary of state shall 
 47.22  endorse on the original the word "Filed" and the month, day, and 
 47.23  year of filing, record the document in the office of the 
 47.24  secretary of state, and return the a document to the person who 
 47.25  delivered it for filing. 
 47.26     Sec. 7.  Minnesota Statutes 1996, section 322B.03, 
 47.27  subdivision 45, is amended to read: 
 47.28     Subd. 45.  [SIGNED.] (a) "Signed" means that the signature 
 47.29  of a person has been written on a document, as provided in 
 47.30  section 645.44, subdivision 14, and, with respect to a document 
 47.31  required by this chapter to be filed with the secretary of 
 47.32  state, means that the document has been signed by a person 
 47.33  authorized to do so by this chapter, the articles of 
 47.34  organization or operating agreement or a resolution approved by 
 47.35  the affirmative vote of the required proportion or number of 
 47.36  governors as required by section 322B.653 or the required 
 48.1   proportion of the voting power of membership interests present 
 48.2   and entitled to vote members as required by section 322B.346. 
 48.3      (b) A signature on a document not required by this chapter 
 48.4   to be filed with the secretary of state may be a facsimile 
 48.5   affixed, engraved, printed, placed, stamped with indelible ink, 
 48.6   transmitted by facsimile or electronically, or in any other 
 48.7   manner reproduced on the document. 
 48.8      Sec. 8.  Minnesota Statutes 1996, section 322B.115, 
 48.9   subdivision 4, is amended to read: 
 48.10     Subd. 4.  [OPTIONAL PROVISIONS AND SPECIFIC SUBJECTS.] The 
 48.11  provisions in clauses (1), (7), (15), (16), and (18) may be 
 48.12  included in the articles of organization or a member control 
 48.13  agreement under section 322B.37. 
 48.14     The following provisions relating to the management of the 
 48.15  business or the regulation of the affairs of a limited liability 
 48.16  company in clauses (2) to (6), (8) to (14), and (17) may be 
 48.17  included in the articles of organization, a member control 
 48.18  agreement under section 322B.37 or, except for naming persons to 
 48.19  serve as the first board of governors, fixing a greater than 
 48.20  majority governor or member vote, establishing the rights and 
 48.21  priorities for distributions and the rights to share in profits 
 48.22  and losses, or giving or prescribing the manner of giving voting 
 48.23  rights to persons other than members otherwise than pursuant to 
 48.24  the articles of organization, or eliminating or limiting a 
 48.25  governor's personal liability, in the operating agreement: 
 48.26     (1) the persons to serve as the first board of governors 
 48.27  may be named in the articles of organization (section 322B.606, 
 48.28  subdivision 1); 
 48.29     (2) a manner for increasing or decreasing the number of 
 48.30  governors may be provided (section 322B.61); 
 48.31     (3) additional qualifications for governors may be imposed 
 48.32  (section 322B.613); 
 48.33     (4) governors may be classified (section 322B.626); 
 48.34     (5) the day or date, time, and place of board of governors 
 48.35  meetings may be fixed (section 322B.643, subdivision 1); 
 48.36     (6) absent governors may be permitted to give written 
 49.1   consent or opposition to a proposal (section 322B.646); 
 49.2      (7) a larger than majority vote may be required for board 
 49.3   of governor action (section 322B.653); 
 49.4      (8) authority to sign and deliver certain documents may be 
 49.5   delegated to a manager or agent of the limited liability company 
 49.6   other than the chief manager (section 322B.673, subdivision 2); 
 49.7      (9) additional managers may be designated (section 
 49.8   322B.676); 
 49.9      (10) additional powers, rights, duties, and 
 49.10  responsibilities may be given to managers (section 322B.676); 
 49.11     (11) a method for filling vacant offices may be specified 
 49.12  (section 322B.686, subdivision 3); 
 49.13     (12) the day or date, time, and place of regular member 
 49.14  meetings may be fixed (section 322B.333, subdivision 3); 
 49.15     (13) certain persons may be authorized to call special 
 49.16  meetings of members (section 322B.336, subdivision 1); 
 49.17     (14) notices of member meetings may be required to contain 
 49.18  certain information (section 322B.34, subdivision 3); 
 49.19     (15) a larger than majority vote may be required for member 
 49.20  action (section 322B.346); 
 49.21     (16) voting rights may be granted in or pursuant to the 
 49.22  articles of organization to persons who are not members (section 
 49.23  322B.356, subdivision 3); 
 49.24     (17) limited liability company actions giving rise to 
 49.25  dissenter rights may be designated (section 322B.386, 
 49.26  subdivision 1, paragraph (e)); and 
 49.27     (18) a governor's personal liability to the limited 
 49.28  liability company or its members for monetary damages for breach 
 49.29  of fiduciary duty as a governor may be eliminated or limited in 
 49.30  the articles (section 322B.663, subdivision 4). 
 49.31     Nothing in this subdivision limits the right of the board, 
 49.32  by resolution, to take an action that may be included in the 
 49.33  operating agreement under this subdivision without including it 
 49.34  in the operating agreement, unless it is required to be included 
 49.35  in the operating agreement by another provision of this chapter. 
 49.36     Sec. 9.  Minnesota Statutes 1996, section 322B.12, 
 50.1   subdivision 1, is amended to read: 
 50.2      Subdivision 1.  [REQUIREMENTS AND PROHIBITIONS.] The 
 50.3   limited liability company name must: 
 50.4      (1) be in the English language or in any other language 
 50.5   expressed in English letters or characters; 
 50.6      (2) contain the words "limited liability company," or must 
 50.7   contain the abbreviation "LLC" or, in the case of an 
 50.8   organization formed pursuant to section 319A.03, must meet the 
 50.9   requirements of section 319A.07 applicable to a limited 
 50.10  liability company; 
 50.11     (3) not contain the word corporation or incorporated and 
 50.12  must not contain the abbreviation of either or both of these 
 50.13  words; 
 50.14     (4) not contain a word or phrase that indicates or implies 
 50.15  that it is organized for a purpose other than a legal business 
 50.16  purpose; and 
 50.17     (5) be distinguishable upon the records in the office of 
 50.18  the secretary of state from the name of each domestic limited 
 50.19  liability company, limited liability partnership, corporation, 
 50.20  and limited partnership, whether profit or nonprofit, and each 
 50.21  foreign limited liability company, limited liability 
 50.22  partnership, corporation, and limited partnership authorized or 
 50.23  registered to do business in this state, whether profit or 
 50.24  nonprofit, and each name the right to which is, at the time of 
 50.25  organization, reserved as provided for in sections 302A.117, 
 50.26  317A.117, 322A.03, 322B.125, or 333.001 to 333.54, unless there 
 50.27  is filed with the articles of organization one of the following: 
 50.28     (i) the written consent of the domestic limited liability 
 50.29  company, limited liability partnership, corporation, or limited 
 50.30  partnership or the foreign limited liability company, limited 
 50.31  liability partnership, corporation, or limited partnership 
 50.32  authorized or registered to do business in this state or the 
 50.33  holder of a reserved name or a name filed by or registered with 
 50.34  the secretary of state under sections 333.001 to 333.54 having a 
 50.35  name that is not distinguishable; 
 50.36     (ii) a certified copy of a final decree of a court in this 
 51.1   state establishing the prior right of the applicant to the use 
 51.2   of the name in this state; or 
 51.3      (iii) the applicant's affidavit that the limited liability 
 51.4   company, corporation, or limited partnership with the name that 
 51.5   is not distinguishable has been organized, incorporated, or on 
 51.6   file in this state for at least three years prior to the 
 51.7   affidavit, if it is a domestic limited liability company, 
 51.8   corporation, or limited partnership, or has been authorized or 
 51.9   registered to do business in this state for at least three years 
 51.10  prior to the affidavit, if it is a foreign limited liability 
 51.11  company, corporation, or limited partnership, or that the holder 
 51.12  of a name filed or registered with the secretary of state under 
 51.13  sections 333.001 to 333.54 filed or registered that name at 
 51.14  least three years prior to the affidavit, that the limited 
 51.15  liability company, corporation, or limited partnership or holder 
 51.16  has not during the three-year period before the affidavit filed 
 51.17  any document with the secretary of state; that the applicant has 
 51.18  mailed written notice to the limited liability company, 
 51.19  corporation, or limited partnership or the holder of a name 
 51.20  filed or registered with the secretary of state under sections 
 51.21  333.001 to 333.54 by certified mail, return receipt requested, 
 51.22  properly addressed to the registered office of the limited 
 51.23  liability company or corporation or in care of the agent of the 
 51.24  limited partnership, or the address of the holder of a name 
 51.25  filed or registered with the secretary of state under sections 
 51.26  333.001 to 333.54, shown in the records of the secretary of 
 51.27  state, stating that the applicant intends to use a name that is 
 51.28  not distinguishable and the notice has been returned to the 
 51.29  applicant as undeliverable to the addressee limited liability 
 51.30  company, corporation, or limited partnership or holder of a name 
 51.31  filed or registered with the secretary of state under sections 
 51.32  333.001 to 333.54; that the applicant, after diligent inquiry, 
 51.33  has been unable to find any telephone listing for the limited 
 51.34  liability company, corporation, or limited partnership with the 
 51.35  name that is not distinguishable in the county in which is 
 51.36  located the registered office of the limited liability company, 
 52.1   corporation, or limited partnership shown in the records of the 
 52.2   secretary of state or has been unable to find any telephone 
 52.3   listing for the holder of a name filed or registered with the 
 52.4   secretary of state under sections 333.001 to 333.54 in the 
 52.5   county in which is located the address of the holder shown in 
 52.6   the records of the secretary of state; and that the applicant 
 52.7   has no knowledge that the limited liability company, 
 52.8   corporation, or limited partnership or holder of a name filed or 
 52.9   registered with the secretary of state under sections 333.001 to 
 52.10  333.54 is currently engaged in business in this state. 
 52.11     Sec. 10.  Minnesota Statutes 1996, section 322B.33, is 
 52.12  amended by adding a subdivision to read: 
 52.13     Subd. 10.  [CONTRACTUAL RIGHTS.] A denial or limitation of 
 52.14  preemptive rights otherwise provided in this section does not 
 52.15  limit the power of a limited liability company to grant first 
 52.16  refusal rights, contribution allowance rights, or other rights 
 52.17  to make contributions to the limited liability company to 
 52.18  members, persons who have entered into contribution agreements, 
 52.19  or other persons before accepting contributions or making 
 52.20  contribution allowance agreements with any other person. 
 52.21     Sec. 11.  Minnesota Statutes 1996, section 322B.346, 
 52.22  subdivision 2, is amended to read: 
 52.23     Subd. 2.  [VOTING BY CLASS OR SERIES.] In any case where a 
 52.24  class or series of membership interests is entitled by this 
 52.25  chapter, the articles of organization, the operating agreement, 
 52.26  or the terms of the membership interests to vote as a class or 
 52.27  series, the matter being voted upon must also receive the 
 52.28  affirmative vote of the owners of the same proportion of the 
 52.29  membership interests present of that class or series, or of the 
 52.30  total outstanding membership interests of that class or series, 
 52.31  as the proportion required pursuant to subdivision 1, unless the 
 52.32  articles require a larger proportion.  Unless otherwise stated 
 52.33  in the articles or operating agreement in the case of voting as 
 52.34  a class or series, the minimum percentage of the total voting 
 52.35  power of membership interests of the class or series that must 
 52.36  be present is equal to the minimum percentage of all membership 
 53.1   interests entitled to vote required to be present under section 
 53.2   322B.353.  
 53.3      Sec. 12.  Minnesota Statutes 1996, section 322B.356, 
 53.4   subdivision 1, is amended to read: 
 53.5      Subdivision 1.  [DETERMINATION.] The board of governors may 
 53.6   fix, or authorize a manager to fix, a date not more than 60 
 53.7   days, or a shorter time period provided in the articles of 
 53.8   organization or operating agreement, before the date of a 
 53.9   meeting of members as the date for the determination of the 
 53.10  owners of membership interests entitled to notice of and 
 53.11  entitled to vote at the meeting.  When a date is so fixed, only 
 53.12  members on that date are entitled to notice of and permitted to 
 53.13  vote at that meeting of members. 
 53.14     Sec. 13.  Minnesota Statutes 1996, section 322B.363, 
 53.15  subdivision 1, is amended to read: 
 53.16     Subdivision 1.  [AUTHORIZATION.] A member may cast or 
 53.17  authorize the casting of a vote by filing a written appointment 
 53.18  of a proxy with a manager of the limited liability company at or 
 53.19  before the meeting at which the appointment is to be effective.  
 53.20  A written appointment of a proxy may be signed by the member or 
 53.21  authorized by the member by transmission of a telegram, 
 53.22  cablegram, or other means of electronic transmission, provided 
 53.23  that the limited liability company has no reason to believe that 
 53.24  the telegram, cablegram, or other electronic transmission was 
 53.25  not authorized by the member.  Any copy, facsimile, 
 53.26  telecommunication, or other reproduction of the original writing 
 53.27  or transmission may be substituted or used in lieu of the 
 53.28  original writing or transmission for any purpose for which the 
 53.29  original transmission could be used, if the copy, facsimile 
 53.30  telecommunication, or other reproduction is a complete and 
 53.31  legible reproduction of the entire original writing or 
 53.32  transmission.  An appointment of a proxy for membership 
 53.33  interests owned jointly by two or more members is valid if 
 53.34  signed or otherwise authorized by any one of them, unless the 
 53.35  limited liability company receives from any one of those members 
 53.36  written notice either denying the authority of that person to 
 54.1   appoint a proxy or appointing a different proxy. 
 54.2      Sec. 14.  Minnesota Statutes 1996, section 322B.383, is 
 54.3   amended by adding a subdivision to read: 
 54.4      Subd. 3.  [RIGHTS NOT TO APPLY.] If a date is fixed 
 54.5   according to section 322B.356, subdivision 1, for the 
 54.6   determination of members entitled to receive notice of and to 
 54.7   vote on an action described in subdivision 1, only members as of 
 54.8   the date fixed may exercise dissenters' rights. 
 54.9      Sec. 15.  Minnesota Statutes 1996, section 322B.386, 
 54.10  subdivision 3, is amended to read: 
 54.11     Subd. 3.  [NOTICE OF DISSENT.] If the proposed action must 
 54.12  be approved by the members, a member who is entitled to dissent 
 54.13  under section 322B.383 and who wishes to exercise dissenters' 
 54.14  rights must file with the limited liability company before the 
 54.15  vote on the proposed action a written notice of intent to demand 
 54.16  the fair value of the membership interests owned by the member 
 54.17  and must not vote the membership interests in favor of the 
 54.18  proposed action. 
 54.19     Sec. 16.  Minnesota Statutes 1996, section 322B.699, 
 54.20  subdivision 9, is amended to read: 
 54.21     Subd. 9.  [INDEMNIFICATION OF OTHER PERSONS.] Nothing in 
 54.22  this section must be construed to limit the power of the limited 
 54.23  liability company to indemnify other persons other than a 
 54.24  governor, manager, member, employee, or member of a committee of 
 54.25  the board of the limited liability company, by contract or 
 54.26  otherwise.  
 54.27     Sec. 17.  Minnesota Statutes 1996, section 323.02, is 
 54.28  amended by adding a subdivision to read: 
 54.29     Subd. 10.  [FILED WITH THE SECRETARY OF STATE.] "Filed with 
 54.30  the secretary of state" means that a document meeting the 
 54.31  applicable requirements of this chapter, signed and accompanied 
 54.32  by the required filing fee, has been delivered to the secretary 
 54.33  of state of this state.  The secretary of state shall endorse on 
 54.34  the document the word "Filed" and the month, day, and year of 
 54.35  filing, record the document in the office of the secretary of 
 54.36  state, and return a document to the person who delivered it for 
 55.1   filing. 
 55.2      Sec. 18.  Minnesota Statutes 1996, section 323.02, is 
 55.3   amended by adding a subdivision to read: 
 55.4      Subd. 11.  [SIGNED.] (a) "Signed" means that the signature 
 55.5   of a person has been written on a document, as provided in 
 55.6   section 645.44, subdivision 14, and, with respect to a document 
 55.7   required by this chapter to be filed with the secretary of 
 55.8   state, means that the document has been signed by a person 
 55.9   authorized to do so by this chapter, the articles or bylaws, or 
 55.10  by a resolution approved by the partners. 
 55.11     (b) A signature on a document may be a facsimile affixed, 
 55.12  engraved, printed, placed, stamped with indelible ink, 
 55.13  transmitted by facsimile or electronically, or in any other 
 55.14  manner reproduced on the document. 
 55.15     Sec. 19.  Minnesota Statutes 1996, section 333.001, 
 55.16  subdivision 5, is amended to read: 
 55.17     Subd. 5.  [EXECUTED.] "Executed" means executed by one 
 55.18  natural person, if a proprietorship; by a general partner if a 
 55.19  general or limited partnership or limited liability partnership; 
 55.20  by a manager, if a limited liability company; by an officer, if 
 55.21  a corporation; by a trustee, if a trust; or by a beneficial 
 55.22  owner or managing agent, if some other form of business 
 55.23  organization signed. 
 55.24     Sec. 20.  Minnesota Statutes 1996, section 333.001, is 
 55.25  amended by adding a subdivision to read: 
 55.26     Subd. 6.  [SIGNED.] (a) "Signed" means that the signature 
 55.27  of a person has been written on a document, as provided in 
 55.28  section 645.44, subdivision 14, and, with respect to a document 
 55.29  required by this chapter to be filed with the secretary of 
 55.30  state, means that the document has been signed by a person 
 55.31  authorized to do so by the organizational documents, bylaws, 
 55.32  agreements, or by a resolution approved by the ultimately 
 55.33  responsible managing entity for the business organization. 
 55.34     (b) A signature on a document may be a facsimile affixed, 
 55.35  engraved, printed, placed, stamped with indelible ink, 
 55.36  transmitted by facsimile or electronically, or in any other 
 56.1   manner reproduced on the document. 
 56.2      Sec. 21.  Minnesota Statutes 1996, section 333.001, is 
 56.3   amended by adding a subdivision to read: 
 56.4      Subd. 7.  [FILED WITH THE SECRETARY OF STATE.] "Filed with 
 56.5   the secretary of state" means that a document meeting the 
 56.6   applicable requirements of this chapter, signed and accompanied 
 56.7   by the required filing fee, has been delivered to the secretary 
 56.8   of state of this state.  The secretary of state shall endorse on 
 56.9   the document the word "Filed" and the month, day, and year of 
 56.10  filing, record the document in the office of the secretary of 
 56.11  state, and return a document to the person who delivered it for 
 56.12  filing.