Minnesota Session Laws - 1983, Regular Session

  

                         Laws of Minnesota 1983 

                        CHAPTER 298--S.F.No. 455
           An act relating to nonprofit corporations; defining 
          "written action"; authorizing the use of assumed names;
          providing for approval of certain actions by boards of 
          directors without formal board meetings; amending 
          Minnesota Statutes 1982, sections 317.02, by adding a 
          subdivision; 317.16, subdivision 2; and 317.20, 
          subdivision 12.  
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
    Section 1.  Minnesota Statutes 1982, section 317.02, is 
amended by adding a subdivision to read:  
    Subd. 12.  [WRITTEN ACTION.] "Written action" means a 
written document signed by all of the persons required to take 
the action described.  The term also means the counterparts of a 
written document signed by any of the persons taking the action 
described.  Each counterpart constitutes the action of the 
persons signing it, and all the counterparts, taken together, 
constitute one written action by all of the persons signing them 
upon receipt by the secretary.  
    Sec. 2.  Minnesota Statutes 1982, section 317.16, 
subdivision 2, is amended to read:  
    Subd. 2.  [AUTHORITY.] Without limiting or enlarging the 
provisions of subdivision 1, and unless the articles prescribe 
otherwise, a corporation has authority to: 
    (1) continue as a corporation for the time limited in its 
articles of incorporation, or, if the time is not limited, 
perpetually; 
    (2) sue and be sued; 
    (3) have, and alter at pleasure, a corporate seal, affixing 
of which shall not affect the validity or enforceability of any 
instrument; 
    (4) take and hold an interest in real or personal property; 
    (5) lease, encumber, convey or dispose of real and personal 
property subject to the provisions of section 317.26, 
subdivision 3; 
    (6) enter into obligations or contracts and do any act 
incidental to the transaction of its business or expedient to 
the purposes stated in its articles of incorporation; 
    (7) acquire, hold, mortgage, pledge, or dispose of shares, 
bonds, securities, and other evidences of indebtedness of any 
domestic or foreign corporation, either profit or nonprofit and 
either public or private, and, if it is owner thereof, to 
exercise all the rights, powers, and privileges of ownership, 
including the right to vote; 
    (8) conduct its affairs within and without this state; 
    (9) conduct all or part of its business under one or more 
assumed names as provided in sections 333.001 to 333.06;  
     (10) make, amend, and repeal bylaws, not inconsistent with 
its articles or with law, for the administration and regulation 
of its affairs; 
    (10) (11) merge and consolidate with other nonprofit 
corporations, domestic or foreign, organized for related 
purposes; 
    (11) (12) make donations to other nonprofit corporations, 
domestic or foreign, organized for related purposes, and to 
needy persons; 
    (12) (13) be a member of another nonprofit corporation, 
whether foreign or domestic; 
    (13) (14) dissolve and wind up; and 
    (14) (15) subject to the provisions of section 317.165, 
indemnify certain persons against certain expenses and 
liabilities as provided in section 300.083.  In applying section 
300.083 for this purpose, the term "members" shall be 
substituted for the term "shareholders." 
    Sec. 3.  Minnesota Statutes 1982, section 317.20, 
subdivision 12, is amended to read: 
    Subd. 12.  [BOARD ACTION WITHOUT A MEETING.] Any action 
that could be taken at a meeting of the board of directors may 
be taken without a meeting when authorized in writing signed by 
all of the directors. (a) An action required or permitted to be 
taken at a board meeting may be taken by written action signed 
by all of the directors.  If the articles so provide, any 
action, other than an action requiring shareholder or membership 
approval, may be taken by written action signed by the number of 
directors that would be required to take the same action at a 
meeting of the board at which all directors were present; 
provided that all directors must be notified of the text of the 
written action prior to the signing by any of the directors.  
    (b) The written action is effective when signed by the 
required number of directors, unless a different effective time 
is provided in the written action.  
    (c) When written action is permitted to be taken by less 
than all directors, all directors shall be notified immediately 
of its effective date.  Failure to provide the notice does not 
invalidate the written action.  A director who does not sign or 
consent to the written action has no liability for the action or 
actions taken thereby. 
    Approved June 7, 1983