Office of the Revisor of Statutes
Minnesota Session Laws - 1984, Regular Session
Key: (1) language to be deleted (2) new language
Laws of Minnesota 1984
CHAPTER 618-S.F.No. 2016
An act relating to the office of the secretary of
state; providing for the simplification of various
filings with that office; eliminating or transferring
certain filings; providing for uniform standards for
the filing of names of limited partnerships,
corporations, cooperatives, and assumed names and
marks; eliminating the requirement of publication
after incorporation; shifting the time of publication
of certificate of assumed name; providing for the
filing and enforcement of security interests;
providing for the determination of eligibility for the
indemnification of certain persons; prohibiting the
modification in bylaws of a certain provision relating
to the voting power of shares; providing a time limit
on claims to shareholders; delaying the effective date
of the corporate registration requirement; providing
for the transition of preemptive rights; amending
Minnesota Statutes 1982, sections 35.14; 66A.08,
subdivision 4; 72A.43, subdivisions 1 and 2; 121.212,
subdivision 3; 169.966, subdivision 7; 272.483;
297.04, subdivision 3; 302A.031; 302A.111,
subdivisions 2 and 3; 302A.115, subdivision 1;
302A.131; 302A.445, subdivision 3; 302A.729,
subdivisions 1 and 2; 302A.733, subdivision 2; 303.06,
subdivision 1; 303.13, subdivisions 1 and 3; 303.17,
subdivision 3; 315.15; 315.20, subdivisions 2 and 3;
315.23, subdivision 2; 315.32; 315.365, subdivision 2;
317.09, subdivision 2; 318.02, subdivision 1; 322A.02;
322A.86; 325D.67, subdivisions 5 and 6; 331.02,
subdivision 1; 333.001, subdivisions 3 and 4; 333.01;
333.02; 333.035; 333.055, subdivision 1; 333.06;
333.19, subdivision 1; 333.21, subdivision 1;
336.9-402; 336.9-403; 336.9-404; 336.9-405; 336.9-406;
362A.01, subdivision 1; 365.46; 379.05; 507.10;
540.152; 543.08; Minnesota Statutes 1983 Supplement,
sections 300.083, subdivision 6; 302A.521, subdivision
6; 336.9-401; 507.09; and 648.39, subdivision 1; Laws
1981, chapter 270, section 144; repealing Minnesota
Statutes 1982, sections 5.11; 51A.03, subdivision 5;
62C.06, subdivision 4; 308.15, subdivision 3; and
507.31, subdivision 2.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
Section 1. Minnesota Statutes 1982, section 35.14, is
amended to read:
35.14 [LIVESTOCK DETECTIVES FROM OTHER STATES.]
Any person duly commissioned by the governor, or the
livestock commission, or any other proper authority of another
state to act as a livestock detective, may exercise his powers
as such in this state, consistently with the laws thereof, upon
paying a fee of $5 and filing with the secretary of state
department of agriculture:
(1) His commission or a certified copy thereof;
(2) A bond to the state in the penal sum of $2,000,
approved by the secretary commissioner of agriculture, and
conditioned for the payment of all damages resulting to any
person from any wrongful seizure of property within the state,
or other unlawful act done therein by him or by any of his
deputies; and
(3) A stipulation that service upon such secretary the
commissioner of agriculture of any summons, order, notice, or
process in a civil action upon such bond shall be a sufficient
service upon him or his deputies.
Thereupon the secretary of state commissioner of
agriculture shall issue certificates to him, and to not
exceeding three deputies appointed by him, and for whose acts he
shall be responsible, authorizing the holder to perform the
duties herein referred to while such commission is in force; and
each may seize and hold any animal which he may know, or have
reason to believe, has strayed or been stolen from the state
whence the commission issued.
Sec. 2. Minnesota Statutes 1982, section 66A.08,
subdivision 4, is amended to read:
Subd. 4. [EMPLOYERS' LIABILITY AND WORKERS' COMPENSATION.]
(1) [ORGANIZATION.] (a) [SUBSCRIBERS AND ARTICLES OF
INCORPORATION.] Twenty or more persons may form an incorporated
mutual employers' liability insurance association for the
purpose of insuring themselves and such other persons, firms, or
corporations as may become subscribers to the association
against liability for compensation payable under the terms of
the workers' compensation law and for the purpose of insuring
against loss or damage by the sickness, bodily injury, or death
by accident of any person employed by the insured or for whose
injury or death the insured is responsible.
They shall subscribe and acknowledge a certificate
specifying:
(aa) The name, general nature of its business, and the
principal place of transacting the same; (such name shall
distinguish it from all other corporations, domestic or foreign,
authorized to do business in this state and end with "company,"
"corporation," "association," or the word "incorporated");
(bb) The period of its duration;
(cc) The names and places of residence of the incorporators;
(dd) In what board its management shall be vested and the
names and addresses of those composing the board until the first
election, a majority of whom shall always be residents of the
state;
(ee) The highest amount of indebtedness or liability to
which the corporation shall at any time be subject; and
(ff) The territory within which the association may do
business.
It may contain any other lawful provisions defining and
regulating the powers or business of the corporation, its
officers, directors, trustees, and members.
The certificate of incorporation of every such corporation
shall be submitted to the commissioner for his approval and, if
he approves the same, one copy thereof shall be filed with the
secretary of state and one copy with the commissioner. After
this record the certificate shall be filed for record with the
county recorder of the county of the principal place of
business, as specified in the certificate.
Corporations may be formed under this subdivision for not
to exceed 30 years in the first instance.
(b) [BYLAWS AND SEAL.] Such association shall have the
power to make bylaws for the government of its officers and the
conduct of its affairs, to alter and amend the same, and to
adopt a common seal.
(c) [ANNUAL MEETING; VOTING RIGHTS.] The annual meeting for
the election of directors shall be held at such time in the
month of January as the bylaws of the association may direct.
Of the time and place of the meeting at least 30 days previous
written or printed notice shall be given to the subscribers, or
the notice may be given by publication, not less than three
times, in at least two daily or weekly newspapers published in
the city or county wherein the association has its principal
office and in the legal periodical, if any, designated by the
rules of court of the proper county for the publication of legal
notices. Subscribers who, during the preceding calendar year,
have paid into the treasury of the association premiums
amounting to more than one-half of the total premiums received
by it during that year, shall constitute a quorum. At this
annual meeting the subscribers shall elect, by ballot, from
their own number, not less than five directors, a majority of
whom shall be residents of this state, to serve for at least one
year and until their successors are duly chosen. The
association may provide in its bylaws for the division of its
board of directors into two, three, or four classes, and for the
election thereof at its annual meetings in such manner that the
members of one class only shall retire and their successors be
chosen each year. Vacancies may be filled by election by the
board until the next annual meeting. In the choice of directors
and in all meetings of the association, each subscriber shall be
entitled to one vote for every $100, or any fraction thereof,
paid by him in premiums into the treasury of the association
during the preceding calendar year. Subscribers may vote by
proxy and the record of all votes shall be made by the secretary
and show whether the same were cast in person or by proxy and
shall be evidence of all these elections. Not less than three
directors shall constitute a quorum. The directors shall
annually choose by ballot a president, who shall be a member of
the board; a secretary; a treasurer, who may be either the
president or secretary; and such other officers as the bylaws
may provide; and fix the salaries of the president and the
secretary, as well as the salaries or compensation of such other
officers and agents as the bylaws prescribe. Vacancies in any
office may be filled by the directors or by the subscribers, as
the bylaws shall prescribe.
(2) [REQUIREMENTS.] (a) [NUMBER OF RISKS TO QUALIFY.] These
associations shall not begin to issue policies until a list of
subscribers with the number of employees of each which, in the
aggregate, must number not less than 5,000, together with such
other information as the commissioner may require, shall have
been filed at the insurance department, nor until the president
and secretary of the association shall have certified under oath
that every subscription in the list so filed is genuine and made
with an agreement of all the subscribers that they will take the
policies subscribed for within 30 days of the granting of a
license by the commissioner. In case of associations organized
exclusively for the purpose of insuring creameries, cheese
factories, and livestock shipping associations, these
associations may begin to issue policies when the number of
employees insured aggregates 300.
Upon the filing of the certificate provided for in this
section, the commissioner shall make such investigations as he
may deem proper and, if his findings warrant it, grant a license
to the association to issue policies.
(b) [NUMBER OF RISKS REQUIRED TO CONTINUE IN BUSINESS.] If
at any time the number of subscribers falls below 20, or the
number of subscribers' employees within the state falls below
5,000, no further policies shall be issued until the total
number of subscribers amounts to not less than 20, whose
employees within the state are not less than 5,000. In case of
associations organized for the purpose of insuring creameries,
cheese factories, and livestock shipping associations, the
number of subscribers must not fall below 200, nor the number of
subscribers' employees within the state below 300.
(3) [ADDITIONAL POWERS.] (a) [MAY WRITE AUTOMOBILE
INSURANCE.] Any such company authorized to write workers'
compensation or liability insurance under this subdivision, when
its articles of incorporation so provide, shall be permitted to
insure against loss or damage to automobiles or other vehicles
and their contents by collision, fire, burglary, or theft, and
other perils of operation, and against liability for damage to
persons or property of others by collision with such vehicles,
and to insure against any loss or hazard incident to the
ownership, operation, or use of motor or other vehicles, as
specified in section 60A.06, subdivision 1, clause (12).
(b) [MAY WRITE GLASS INSURANCE.] Any company authorized to
write workers' compensation or liability insurance under this
subdivision when its articles of incorporation so provide shall
be permitted to insure against loss or damage by breakage of
glass located or in transit.
(c) [SPECIAL POWERS.] Any company organized under this
subdivision which, for 15 years prior to the passage of Laws
1935, Chapter 136, has exclusively insured creameries, cheese
factories, and livestock shipping associations, and which has
assets of $100,000 or more, may write public liability and
compensation insurance coverage of creameries, cheese factories,
shipping associations, farmers' elevators, cooperatively owned
warehouses, cooperative filling stations, cooperative oil
companies and all cooperatively owned or organized enterprises.
(4) [INTERNAL OPERATION.] (a) [POLICIES.] Policies of
insurance issued by any such association may be made either with
or without the seal thereof and they shall be signed by the
president, or such other officers as may be designated by the
directors for that purpose, and attested by the secretary.
(b) [CLASSIFICATION OF RISKS.] The board of directors may
divide the subscribers into groups in accordance with the nature
of their business and the probable risk of injury therein. In
such case they shall fix all premiums, make all assessments, and
determine and pay all dividends by and for each group in
accordance with the experience thereof, but all funds of the
association and the contingent liability of all subscribers
shall be available for the payment of any claim against the
association; provided, that (as between the association and its
subscribers) until the whole of the contingent liability of the
members of any group shall be exhausted, the general funds of
the association and the contingent liability of the members of
other groups shall not be available for the payment of losses
and expenses incurred by such group in excess of the earned
premiums paid by the members thereof.
(c) [CLASSIFICATION TO BE FILED.] A statement of any
proposed distribution of subscribers into groups shall be filed
with the insurance department.
(d) [RATES.] The board of directors shall determine the
amount of premiums which the subscribers of the association
shall pay for their insurance in accordance with the nature of
the business in which the subscribers are engaged and the
probable risk of injury to their employees under existing
conditions, and it shall fix premiums at such amounts as in its
judgment shall be sufficient to enable the association to pay to
its subscribers all sums which may become due and payable to
their employees under provisions of law and the expenses of
conducting the business of the association. In fixing the
premium payable by any subscriber, the board of directors may
take into account the condition of the plant, workroom, shop,
farm, or premises of the subscriber in respect to the safety of
those employed therein as shown by the report of any inspector
appointed by the board and it may from time to time change the
amount of premiums payable by any of the subscribers as
circumstances may require and the condition of the plant,
workroom, shop, farm, or premises of the subscribers in respect
to the safety of their employees may justify and may increase
the premiums of any subscriber neglecting to provide safety
devices required by law, or disobeying the rules or regulations
made by the board of directors in accordance with the provisions
of clause (4) (g) of this subdivision.
(e) [PREMIUMS; CONTINGENT LIABILITY.] Every such company
shall charge and collect on each policy a premium equal to one
year's premium on the policy issued and state in the policy the
estimated annual premium and provide in its bylaws for the
determination of the actual premium and for the payment of same
when determined. The premium thus determined shall be known as
the annual premium on the policy. The company shall provide in
its bylaws and specify in its policies the maximum contingent
mutual liability of its members for the payment of losses and
expenses not provided for by its cash fund. The contingent
liability of a member shall not be less than a sum equal and in
addition to one annual premium, nor more than a sum equal to
five times the amount of the annual premium or, in case of a
policy written for less than one year, the contingent liability
shall not be less than the proportionate fractional part of the
annual premium, nor more than five times the proportionate
fractional part of the annual premium. The contingent liability
of the policyholder shall be plainly and legibly stated in each
policy as follows: "The maximum contingent liability of the
policyholder under this policy shall be a sum equal to .....
annual premium (or premiums)."
(f) [ASSESSMENTS.] When the liabilities, including unearned
premiums and such other reserves as are or may be required by
law and the commissioner, are in excess of the admitted assets
computed on the basis allowed for its annual statement, it shall
make an assessment upon its policyholders based upon the amount
of one annual premium as written in the policy and not to exceed
the amount of five annual premiums.
If it becomes necessary to levy the assessment, as provided
by this section, no policies shall be issued until the admitted
assets of the association are in excess of its liabilities.
(g) [POWER OF BOARD OF DIRECTORS.] The board of directors
shall be entitled to inspect the plant, workroom, shop, farm, or
premises of any subscriber and for this purpose to appoint
inspectors, who shall have free access to all such premises
during regular working hours, and the board of directors shall
likewise from time to time be entitled to examine by their
auditor or other agent the books, records, and payrolls of any
subscribers for the purpose of determining the amount of premium
chargeable to the subscriber.
The board of directors shall make reasonable rules and
regulations for the prevention of injuries upon the premises of
subscribers; and may refuse to insure, or may terminate the
insurance of, any subscriber who refuses to permit these
examinations and disregards such rules or regulations, and
forfeit all premiums previously paid by him, but the termination
of the insurance of any subscriber shall not release him from
liability for the payment of assessments then or thereafter made
by the board of directors to make up deficiencies existing at
the termination of his insurance.
(h) [INVESTMENTS.] The association shall invest and keep
invested all its funds of every description, excepting such cash
as may be required in the transaction of its business, in
accordance with the laws of this state or relating to the
investment of funds of domestic insurance companies.
No such association shall purchase, hold, or convey real
estate except as provided by section 60A.11, subdivision 6.
(i) [WITHDRAWAL OF SUBSCRIBER.] Any subscriber of the
association who has complied with all its rules and regulations
may withdraw therefrom by written notice to that effect sent by
the subscriber by certified mail to the association and this
withdrawal shall become effective on the first day of the month
immediately following the tenth day after the receipt of the
notice, but the withdrawal shall not release the subscriber from
liability for the payment of assessments thereafter made by the
board of directors to make up deficiencies existing at the date
of his withdrawal and the subscriber shall be entitled to his
share of any dividends earned at the date of his withdrawal.
(5) [MISCELLANEOUS.] (a) [PERJURY BY OFFICER.] If any
officer of the association shall falsely make oath to any
certificate required to be filed with the commissioner, he shall
be guilty of perjury.
(b) [FOREIGN MUTUAL EMPLOYERS' LIABILITY ASSOCIATION.] Any
mutual employers' liability insurance association of another
state, upon compliance with all laws governing such corporations
in general and the provisions of this subdivision may be
admitted to transact business in this state. These associations
shall pay to the department of insurance the fees prescribed by
section 60A.14, subdivision 1.
(c) [WINDING UP AFFAIRS.] When the contracts of insurance
issued by these associations shall cover in the aggregate less
than 5,000 employees or, in the case of associations organized
for the purpose of insuring creameries, cheese factories, and
livestock shipping associations, less than 300 employees, the
association shall forthwith notify the commissioner of that fact
and if, at the expiration of six months from the notice, the
aggregate number of employees covered by the contracts of
insurance shall be less than 5,000, or, in the case of
associations organized for the purpose of insuring creameries,
cheese factories, and livestock shipping associations, less than
300 employees, the commissioner shall proceed under the
provisions of chapter 60B.
Sec. 3. Minnesota Statutes 1982, section 72A.43,
subdivision 1, is amended to read:
Subdivision 1. Any act of entering into a contract of
insurance or annuity as an insurer or transacting insurance
business in this state as set forth in subdivision 2 of section
72A.41, by an unauthorized company is equivalent to and shall
constitute an appointment by such company of the secretary of
state commissioner of commerce and his successor or successors
in office to be its true and lawful attorney upon whom may be
served all lawful process in any action or proceeding against
it, arising out of a violation of section 72A.41, and any of
such acts shall be a signification of its agreement that any
such process against it which is so served shall be of the same
legal force and validity as personal service of process in this
state upon such company.
Sec. 4. Minnesota Statutes 1982, section 72A.43,
subdivision 2, is amended to read:
Subd. 2. Service of such process shall be made by
delivering and leaving with the secretary of state commissioner
two copies thereof and the payment to the secretary of state
commissioner of the a $15 filing fee prescribed by law. The
secretary of state commissioner shall forthwith mail by
certified mail one of the copies of such process to such company
at its last known principal place of business registered office,
and shall keep a record of all process so served upon him. Such
process shall be sufficient service upon such company provided
notice of such service and a copy of the process are, within ten
days thereafter, sent by certified mail by or on behalf of the
commissioner to such company at its last known principal place
of business, and such The company's receipt, or receipt issued
by the post office with which the letter is certified, and an
affidavit of compliance herewith by or on behalf of the
commissioner, are shall be filed with the clerk of the court in
which such action or proceeding is pending on or before the
return date of such process or within such further time as the
court may allow.
Sec. 5. Minnesota Statutes 1982, section 121.212,
subdivision 3, is amended to read:
Subd. 3. Before the adoption of any rule authorized by
subdivision 1, the board shall hold a public hearing. Notice of
the hearing shall be published at least once in a legal
newspaper in the county in which the property affected by the
rule, regulation, or ordinance is located. Publication shall be
no more than 45 days and no less than 15 days prior to the date
of the hearing.
After a public hearing, a majority of the members of the
board must approve a rule, regulation, or ordinance before it is
effective. A copy of the adopted rule, regulation, or ordinance
shall be signed by the superintendent of the district or joint
district and filed with the secretary of state county recorder
of each county in which the rule, regulation, or ordinance was
adopted, together with proof of publication. Upon filing, the
rule, regulation, or ordinance shall be in full force and effect.
Sec. 6. Minnesota Statutes 1982, section 169.966,
subdivision 7, is amended to read:
Subd. 7. The state university board shall fix a date for a
public hearing on the adoption of any such proposed rule,
regulation, or ordinance. Notice of such hearing shall be
published in a legal newspaper in the county in which the
property affected by the rule, regulation, or ordinance is
located. The publication shall be at least 15 days and not more
than 45 days before the date of the hearing.
If, after the public hearing, the proposed rule,
regulation, or ordinance shall be adopted by a majority of the
members of the board, the same shall be considered to have been
enacted by the board. A copy of the same shall be signed by the
president and filed with the secretary of state county recorder
of each county where the rule, regulation, or ordinance shall be
in effect, together with proof of publication. Upon such
filing, the rule, regulation, or ordinance, as the case may be,
shall thenceforth be in full force and effect.
Sec. 7. Minnesota Statutes 1982, section 272.483, is
amended to read:
272.483 [DUTIES OF FILING OFFICER.]
(a) If a notice of federal lien, a refiling of a notice of
federal lien, or a notice of revocation of any certificate
described in clause (b) is presented to a filing officer who is:
(1) the secretary of state, he shall cause the notice to
be marked, held, and indexed in accordance with the provisions
of section 336.9-403, clause (4) of the uniform commercial code
as if the notice were a financing statement within the meaning
of that code; or
(2) any other officer described in section 272.481, he
shall endorse thereon his identification and the date and time
of receipt and forthwith file it alphabetically or enter it in
an alphabetical index showing the name and address of the person
named in the notice, the date and time of receipt, the file
number of the lien, and the total amount appearing on the notice
of lien.
(b) If a certificate of release, non-attachment,
discharge, or subordination of any lien is presented to the
secretary of state for filing he shall:
(1) cause a certificate of release or non-attachment to be
marked, held, and indexed as if the certificate were a
termination statement within the meaning of the uniform
commercial code, but the notice of lien to which the certificate
relates may not be removed from the files; and
(2) cause a certificate of discharge or subordination to
be marked, held, and indexed as if the certificate were a
release of collateral within the meaning of the uniform
commercial code.
(c) If a refiled notice of federal lien referred to in
clause (a) or any of the certificates or notices referred to in
clause (b) is presented for filing to any other filing officer
specified in section 272.481, he shall permanently attach the
refiled notice or the certificate to the original notice of lien
and enter the refiled notice or the certificate with the date of
filing in any alphabetical lien index on the line where the
original notice of lien is entered.
(d) Upon request of any person, the filing officer shall
issue his certificate showing whether there is on file, on the
date and hour stated therein, any notice of lien or certificate
or notice affecting any lien filed on or after July 1, 1971,
naming a particular person, and if a notice or certificate is on
file, giving the date and hour of filing of each notice or
certificate. The fee for a certificate is $1 for each name
appearing on the certificate with a minimum fee of $2 $5 per
name appearing on the search request, if on the standard form
prescribed by the secretary of state, and otherwise, $10 for the
first name and $5 for each name in excess of one. Upon request,
the filing officer shall furnish a copy of any notice of federal
lien, or notice or certificate affecting a federal lien, for a
fee of 50 cents per page.
Sec. 8. Minnesota Statutes 1982, section 297.04,
subdivision 3, is amended to read:
Subd. 3. [NON-RESIDENT.] A person without this state who
ships or transports cigarettes to retailers in this state, to be
sold by those retailers, may make application for license as a
distributor, be granted such a license by the commissioner, and
thereafter be subject to all the provisions of sections 297.01
to 297.13 and entitled to act as a licensed distributor,
provided he files proof with his application that he has
appointed the secretary of state for service of process relating
to any matter of issue arising under sections 297.01 to 297.13.
A foreign corporation applying for a distributor's license need
not qualify as such if it files the proof of appointment of the
secretary of state for service of process as provided in this
subdivision.
Sec. 9. Minnesota Statutes 1983 Supplement, section
300.083, subdivision 6, is amended to read:
Subd. 6. [DETERMINATION OF ELIGIBILITY.] (a) All
determinations whether indemnification of a person is required
because the criteria set forth in subdivision 2 have been
satisfied and whether a person is entitled to payment or
reimbursement of expenses in advance of the final disposition of
a proceeding as provided in subdivision 3 shall be made:
(1) By the board by a majority of a quorum. Directors who
are at the time parties to the proceeding shall not be counted
for determining either a majority or the presence of a quorum;
(2) If a quorum under clause (1) cannot be obtained, by a
majority of a committee of the board, consisting solely of two
or more directors not at the time parties to the proceeding,
duly designated to act in the matter by a majority of the full
board including directors who are parties;
(3) If a determination is not made under clause (1) or (2),
by special legal counsel, selected either by a majority of the
board or a committee by vote pursuant to clause (1) or (2) or,
if the requisite quorum of the full board cannot be obtained and
the committee cannot be established, by a majority of the full
board including directors who are parties;
(4) If a determination is not made under clauses (1) to
(3), by the shareholders, excluding the votes of shares held by
parties to the proceeding; or
(5) If an adverse determination is made under clauses (1)
to (4) or under paragraph (b), or if no determination is made
under clauses (1) to (4) or under paragraph (b) within 60 days
after the termination of a proceeding or after a request for an
advance of expenses, as the case may be, by a court in this
state, which may be the same court in which the proceeding
involving the person's liability took place, upon application of
the person and any notice the court requires.
(b) With respect to a person who is not, and was not at the
time of the acts or omissions complained of in the proceedings,
a director, officer, or person possessing, directly or
indirectly, the power to direct or cause the direction of the
management or policies of the corporation, the determination
whether indemnification of this person is required because the
criteria set forth in subdivision 2 have been satisfied and
whether this person is entitled to payment or reimbursement of
expenses in advance of the final disposition of a proceeding as
provided in subdivision 3 may be made by an annually appointed
committee of the board, having at least one member who is a
director. The committee shall report at least annually to the
board concerning its actions.
Sec. 10. Minnesota Statutes 1982, section 302A.031, is
amended to read:
302A.031 [TRANSITION.]
Subdivision 1. [CONTINUATION OF LEGAL ACTS.] The
continuation or completion of any act by a corporation that has
not incorporated under, but has become governed by, this
chapter, and the continuation or performance of any executed or
wholly or partially executory contract, conveyance, or transfer
to or by the corporation, shall, if otherwise lawful before the
corporation became governed by this chapter, remain valid, and
may be continued, completed, consummated, enforced, or
terminated as required or permitted by a statute applicable
prior to the date on which the corporation became governed by
this chapter.
Subd. 2. [TRANSITION OF PREEMPTIVE RIGHTS.] For purposes
of denial of preemptive rights under section 302A.413,
subdivision 1, the articles of a corporation formed under
chapter 301 shall be construed to deny completely preemptive
rights for all shares, rights to purchase shares, securities
other than shares or rights to purchase securities other than
shares, if those articles deny shareholders the preemptive right
to purchase or subscribe to shares.
Sec. 11. Minnesota Statutes 1982, section 302A.111,
subdivision 2, is amended to read:
Subd. 2. [STATUTORY PROVISIONS THAT MAY BE MODIFIED ONLY
IN ARTICLES.] The following provisions govern a corporation
unless modified in the articles:
(a) A corporation has general business purposes (section
302A.101);
(b) A corporation has perpetual existence and certain
powers (section 302A.161);
(c) The power to adopt, amend, or repeal the bylaws is
vested in the board (section 302A.181);
(d) A corporation must allow cumulative voting for
directors (section 302A.215);
(e) The affirmative vote of a majority of directors present
is required for an action of the board (section 302A.237);
(f) A written action by the board taken without a meeting
must be signed by all directors (section 302A.239);
(g) The board may authorize the issuance of securities and
rights to purchase securities (section 302A.401, subdivision 1);
(h) All shares are common shares entitled to vote and are
of one class and one series (section 302A.401, subdivision 2,
clauses (a) and (b));
(i) All shares have equal rights and preferences in all
matters not otherwise provided for by the board (section
302A.401, subdivision 2, clause (b));
(j) The par value of shares is fixed at one cent per share
for certain purposes and may be fixed by the board for certain
other purposes (section 302A.401, subdivision 2, clause (c));
(k) The board or the shareholders may issue shares for any
consideration or for no consideration to effectuate share
dividends or splits, and determine the value of nonmonetary
consideration (section 302A.405, subdivision 1);
(l) Shares of a class or series must not be issued to
holders of shares of another class or series to effectuate share
dividends or splits, unless authorized by a majority of the
voting power of the shares of the same class or series as the
shares to be issued (section 302A.405, subdivision 1);
(m) A corporation may issue rights to purchase securities
whose terms, provisions, and conditions are fixed by the board
(section 302A.409);
(n) A shareholder has certain preemptive rights, unless
otherwise provided by the board (section 302A.413);
(o) The affirmative vote of the holders of a majority of
the voting power of the shares present and entitled to vote at a
duly held meeting is required for an action of the shareholders,
except where this chapter requires the affirmative vote of a
majority of the voting power of all shares entitled to vote
(section 302A.437, subdivision 1);
(p) Shares of a corporation acquired by the corporation may
be reissued (section 302A.553, subdivision 1);
(q) An exchange need not be approved by shareholders of the
acquiring corporation unless the outstanding shares entitled to
vote of that corporation will be increased by more than 20
percent immediately after the exchange (section 302A.613,
subdivision 3, clause (c)); and
(r) An exchange need not be approved by shareholders of the
acquiring corporation unless the outstanding participating
shares of that corporation will be increased by more than 20
percent immediately after the exchange (section 302A.613,
subdivision 3, clause (d)); and
(s) Each share has one vote unless otherwise provided in
the terms of the share (section 302A.445, subdivision 3).
Sec. 12. Minnesota Statutes 1982, section 302A.111,
subdivision 3, is amended to read:
Subd. 3. [STATUTORY PROVISIONS THAT MAY BE MODIFIED EITHER
IN ARTICLES OR IN BYLAWS.] The following provisions govern a
corporation unless modified either in the articles or in the
bylaws:
(a) Directors serve for an indefinite term that expires at
the next regular meeting of shareholders (section 302A.207);
(b) The compensation of directors is fixed by the board
(section 302A.211);
(c) A certain method must be used for removal of directors
(section 302A.223);
(d) A certain method must be used for filling board
vacancies (section 302A.225);
(e) If the board fails to select a place for a board
meeting, it must be held at the principal executive office
(section 302A.231, subdivision 1);
(f) A director may call a board meeting, and the notice of
the meeting need not state the purpose of the meeting (section
302A.231, subdivision 3);
(g) A majority of the board is a quorum for a board meeting
(section 302A.235);
(h) A committee shall consist of one or more persons, who
need not be directors, appointed by affirmative vote of a
majority of the directors present (section 302A.241, subdivision
2);
(i) A majority of a committee is a quorum for a committee
meeting, unless otherwise provided by a resolution of the board
(section 302A.241, subdivision 3);
(j) The board may establish a committee of disinterested
persons (section 302A.243);
(k) The chief executive officer and chief financial officer
have specified duties, until the board determines otherwise
(section 302A.305);
(l) Officers may delegate some or all of their duties and
powers, if not prohibited by the board from doing so (section
302A.351);
(m) The board may establish uncertificated shares (section
302A.417, subdivision 7);
(n) Regular meetings of shareholders need not be held,
unless demanded by a shareholder under certain conditions
(section 302A.431);
(o) Not less than 10-days nor more than 60-days notice is
required for a meeting of shareholders (section 302A.435,
subdivision 2);
(p) The number of shares required for a quorum at a
shareholders' meeting is a majority of the voting power of the
shares entitled to vote at the meeting (section 302A.443);
(q) The board may fix a date up to 60 days before the date
of a shareholders' meeting as the date for the determination of
the holders of shares entitled to notice of and entitled to vote
at the meeting (section 302A.445, subdivision 1);
(r) Each share has one vote unless otherwise provided in
the terms of the share (section 302A.445, subdivision 3); and
(s) Indemnification of certain persons is required (section
302A.521); and
(t) (s) The board may authorize, and the corporation may
make, distributions not prohibited, limited, or restricted by an
agreement (section 302A.551, subdivision 1).
Sec. 13. Minnesota Statutes 1982, section 302A.115,
subdivision 1, is amended to read:
Subdivision 1. [REQUIREMENTS; PROHIBITIONS.] The corporate
name:
(a) Shall be in the English language or in any other
language expressed in English letters or characters;
(b) Shall contain the word "corporation", "incorporated",
or "limited", or shall contain an abbreviation of one or more of
these words, or the word "company" or the abbreviation "Co." if
that word or abbreviation is not immediately preceded by the
word "and" or the character "&";
(c) Shall not contain a word or phrase that indicates or
implies that it is incorporated for a purpose other than one or
more business purposes for which a corporation may be
incorporated under this chapter;
(d) Shall not be the same as, or deceptively similar to,
the name of a domestic corporation or limited partnership, or a
foreign corporation or limited partnership authorized or
registered to do business in this state, or a name the right to
which is, at the time of incorporation, reserved or provided for
in the manner provided in section sections 302A.117 or in
sections, 322A.03, or 333.001 to 333.54, unless there is filed
with the articles one of the following:
(1) The written consent of the domestic corporation or
limited partnership or foreign corporation or limited
partnership authorized or registered to do business in this
state or the holder of a reserved name or a name filed by or
registered with the secretary of state under sections 333.001 to
333.54 having the same or a deceptively similar name or the
holder of a reserved name to use the same or deceptively similar
name;
(2) A certified copy of a final decree of a court in this
state establishing the prior right of the applicant to the use
of the name in this state; or
(3) The applicant's affidavit that the corporation or
limited partnership with the same or deceptively similar name
has been incorporated or on file in this state for at least
three years prior to the affidavit, if it is a domestic
corporation or limited partnership, or has been authorized or
registered to do business in this state for at least three years
prior to the affidavit, if it is a foreign corporation or
limited partnership, or that the holder of a name filed or
registered with the secretary of state under sections 333.001 to
333.54 filed or registered that name at least three years prior
to the affidavit, and has not during the three year period filed
any document with the secretary of state; that the applicant has
mailed written notice to the corporation or limited partnership
or the holder of a name filed or registered with the secretary
of state under sections 333.001 to 333.54 by certified mail,
return receipt requested, properly addressed to the registered
office of the corporation or in care of the agent of the limited
partnership, or the address of the holder of a name filed or
registered with the secretary of state under sections 333.001 to
333.54, shown in the records of the secretary of state, that the
applicant intends to use the same or deceptively similar name
and the notice has been returned to the applicant as
undeliverable to the addressee corporation or limited
partnership or holder of a name filed or registered with the
secretary of state under sections 333.001 to 333.54; that the
applicant, after diligent inquiry, has been unable to find any
telephone listing for the corporation or limited partnership
with the same or deceptively similar name in the county in which
is located the registered office of the corporation shown in the
records of the secretary of state or has been unable to find any
telephone listing for the holder of a name filed or registered
with the secretary of state under sections 333.001 to 333.54 in
the county in which is located the address of the holder shown
in the records of the secretary of state; and that the applicant
has no knowledge that the corporation or limited partnership or
holder of a name filed or registered with the secretary of state
under sections 333.001 to 333.54 is currently engaged in
business in this state.
Sec. 14. Minnesota Statutes 1982, section 302A.131, is
amended to read:
302A.131 [AMENDMENT OF ARTICLES.]
The articles of a corporation may be amended at any time to
include or modify any provision that is required or permitted to
appear in the articles or to omit any provision not required to
be included in the articles, except that when articles are
amended to restate them, the name and address of each
incorporator may be omitted. Unless otherwise provided in this
chapter, the articles may be amended or modified only in
accordance with sections 302A.133 to 302A.139. An amendment
which merely restates the then-existing articles of
incorporation, as amended, is not an amendment for the purposes
of sections 302A.215, subdivision 2, or 302A.413, subdivision 9.
Sec. 15. Minnesota Statutes 1982, section 302A.445,
subdivision 3, is amended to read:
Subd. 3. [ONE VOTE PER SHARE.] Unless otherwise provided
in the articles or bylaws or in the terms of the shares, a
shareholder has one vote for each share held.
Sec. 16. Minnesota Statutes 1983 Supplement, section
302A.521, subdivision 6, is amended to read:
Subd. 6. [DETERMINATION OF ELIGIBILITY.] (a) All
determinations whether indemnification of a person is required
because the criteria set forth in subdivision 2 have been
satisfied and whether a person is entitled to payment or
reimbursement of expenses in advance of the final disposition of
a proceeding as provided in subdivision 3 shall be made:
(1) By the board by a majority of a quorum. Directors who
are at the time parties to the proceeding shall not be counted
for determining either a majority or the presence of a quorum;
(2) If a quorum under clause (1) cannot be obtained, by a
majority of a committee of the board, consisting solely of two
or more directors not at the time parties to the proceeding,
duly designated to act in the matter by a majority of the full
board including directors who are parties;
(3) If a determination is not made under clause (1) or (2),
by special legal counsel, selected either by a majority of the
board or a committee by vote pursuant to clause (1) or (2) or,
if the requisite quorum of the full board cannot be obtained and
the committee cannot be established, by a majority of the full
board including directors who are parties;
(4) If a determination is not made under clauses (1) to
(3), by the shareholders, excluding the votes of shares held by
parties to the proceeding; or
(5) If an adverse determination is made under clauses (1)
to (4) or under paragraph (b), or if no determination is made
under clauses (1) to (4) or under paragraph (b) within 60 days
after the termination of a proceeding or after a request for an
advance of expenses, as the case may be, by a court in this
state, which may be the same court in which the proceeding
involving the person's liability took place, upon application of
the person and any notice the court requires.
(b) With respect to a person who is not, and was not at the
time of the acts or omissions complained of in the proceedings,
a director, officer, or person possessing, directly or
indirectly, the power to direct or cause the direction of the
management or policies of the corporation, the determination
whether indemnification of this person is required because the
criteria set forth in subdivision 2 have been satisfied and
whether this person is entitled to payment or reimbursement of
expenses in advance of the final disposition of a proceeding as
provided in subdivision 3 may be made by an annually appointed
committee of the board, having at least one member who is a
director. The committee shall report at least annually to the
board concerning its actions.
Sec. 17. Minnesota Statutes 1982, section 302A.729,
subdivision 1, is amended to read:
Subdivision 1. [PROCEDURE.] If the corporation gives
proper notice to creditors and claimants pursuant to section
302A.727:
(a) The claim of a creditor or claimant to whom notice is
given who fails to file a claim according to the procedures set
forth by the corporation on or before the date set forth in the
notice is subject to the provisions of section 302A.781;
(b) The corporation has 30 days from the receipt of each
claim to accept or reject the claim by giving written notice to
the person submitting it; a claim not expressly rejected in this
manner is deemed accepted; and
(c) A creditor or claimant to whom notice is given and
whose claim is rejected by the corporation has 60 days from the
date of rejection, or 180 days from the date the corporation
filed with the secretary of state the notice of intent to
dissolve, or 90 days after the date on which notice was given to
the creditor or claimant, whichever is longer, to pursue any
other remedies with respect to the claim. If the creditor or
claimant does not initiate legal, administrative, or arbitration
proceedings with respect to the claim during that period, the
claim is subject to the provisions of section 302A.781.
Sec. 18. Minnesota Statutes 1982, section 302A.729,
subdivision 2, is amended to read:
Subd. 2. [STATUTE OF LIMITATIONS.] The claim of a creditor
or claimant to whom notice is not given and for whom payment of
any debt is not made or provided for and who does not initiate
legal, administrative, or arbitration proceedings concerning the
claim within two years after the date of filing the notice of
intent to dissolve is thereafter subject to the provisions of
302A.781.
Sec. 19. Minnesota Statutes 1982, section 302A.733,
subdivision 2, is amended to read:
Subd. 2. [CONTENTS OF ARTICLES.] The articles of
dissolution shall state:
(a) Whether notice has been given to all creditors and
claimants of the corporation in the manner provided in section
103, and, if notice has been given, the last date on which the
notice was given and the date on which the longer of the periods
described in section 302A.729, subdivision 1, clause (c)
expired; or
(b) If notice was not given that all debts, obligations,
and liabilities of the corporation have been paid and discharged
or that adequate provisions have been made therefor; and
(c) That the remaining property, assets, and claims of the
corporation have been distributed among its shareholders in
accordance with section 302A.551, subdivision 4, or that
adequate provision has been made for that distribution; and
(d) That there are no pending legal, administrative, or
arbitration proceedings by or against the corporation, or that
adequate provision has been made for the satisfaction of any
judgment, order, or decree that may be entered against it in a
pending proceeding, and that all other claims are barred under
section 302A.781.
Sec. 20. Minnesota Statutes 1982, section 303.06,
subdivision 1, is amended to read:
Subdivision 1. [CONTENTS.] In order to procure a
certificate of authority to transact business in this state, a
foreign corporation shall make application therefor to the
secretary of state, which application shall set forth:
(1) The name of the corporation and the state or country
under the laws of which it is organized;
(2) If the name of the corporation does not end with the
word "Corporation" or the word "Incorporated," or the
abbreviation "Inc.," or does not contain the word "Company" or
the abbreviation "Co." not immediately preceded by the word
"and" or the character "&," and such words or abbreviations are
required by comply with section 303.05 to be included in or
added to the name of the corporation, then the name of the
corporation with the word or abbreviation which it agrees to add
thereto for use in this state;
(3) The date of its incorporation and the period of its
duration;
(4) The address of its principal office in the state or
country under the laws of which it is organized;
(5) The address of its proposed registered office in this
state and the name of its proposed registered agent in this
state;
(6) That it irrevocably consents to the service of process
upon it as set forth in section 303.13, or any amendment thereto;
(7) The names and respective addresses of its directors and
officers;
(8) A statement of the aggregate number of shares having
par value and of shares without par value which it shall have
authority to issue, itemized by classes and series;
(9) A statement of the aggregate number of its issued or
allotted shares having par value and of shares without par
value, itemized by classes and series; and
(10) A statement that the officers executing the
application have been duly authorized so to do by the board of
directors of the corporation.
Sec. 21. Minnesota Statutes 1982, section 303.13,
subdivision 1, is amended to read:
Subdivision 1. [FOREIGN CORPORATION.] A foreign
corporation shall be subject to service of process, as follows:
(1) By service thereof on its registered agent;
(2) When any foreign corporation authorized to transact
business in this state fails to appoint or maintain in this
state a registered agent upon whom service of process may be
had, or whenever any registered agent cannot be found at its
registered office in this state, as shown by the return of the
sheriff of the county in which the registered office is
situated, or by an affidavit of attempted service by any person
not a party, or whenever any corporation withdraws from the
state, or whenever the certificate of authority of any foreign
corporation is revoked or canceled, service may be made by
delivering to and leaving with the secretary of state, or with
any deputy or clerk in the corporation department of his office,
three copies thereof and a fee of $15; provided, that after a
foreign corporation withdraws from the state, pursuant to
section 303.16, service upon the corporation may be made
pursuant to the provisions of this section only when based upon
a liability or obligation of the corporation incurred within
this state or arising out of any business done in this state by
the corporation prior to the issuance of a certificate of
withdrawal.
(3) If a foreign corporation makes a contract with a
resident of Minnesota to be performed in whole or in part by
either party in Minnesota, or if a foreign corporation commits a
tort in whole or in part in Minnesota against a resident of
Minnesota, such acts shall be deemed to be doing business in
Minnesota by the foreign corporation and shall be deemed
equivalent to the appointment by the foreign corporation of the
secretary of the state of Minnesota and his successors to be its
true and lawful attorney upon whom may be served all lawful
process in any actions or proceedings against the foreign
corporation arising from or growing out of the contract or
tort. Process shall be served in duplicate upon the secretary
of state, together with a fee of $15 and the secretary of state
shall mail one copy thereof to the corporation at its last known
address, and the corporation shall have 20 30 days within which
to answer from the date of the mailing, notwithstanding any
other provision of the law. The making of the contract or the
committing of the tort shall be deemed to be the agreement of
the foreign corporation that any process against it which is so
served upon the secretary of state shall be of the same legal
force and effect as if served personally on it within the state
of Minnesota.
Sec. 22. Minnesota Statutes 1982, section 303.13,
subdivision 3, is amended to read:
Subd. 3. [TIME TO ANSWER.] If any summons is so served
upon the secretary of state, the corporation so served shall
have 30 days from the date of mailing by the secretary in which
to answer the complaint.
Sec. 23. Minnesota Statutes 1982, section 303.17,
subdivision 3, is amended to read:
Subd. 3. [REVOCATION AFTER 30 DAYS.] The secretary of
state shall revoke the certificate of authority of such
corporation to do business in this state if such default shall
not be cured with such period of 30 days; provided, that for
good cause shown the secretary of state may enlarge the period
from time to time, but the aggregate of such enlargements shall
not exceed three months 180 days or the period of any applicable
extension granted by the department of revenue of time for
filing the income tax return of the corporation, whichever is
greater.
Sec. 24. Minnesota Statutes 1982, section 315.15, is
amended to read:
315.15 [PARISH CORPORATIONS, ORGANIZATION.]
The bishop of any religious denomination may associate with
him the vicar general of the same diocese and the pastor of such
denomination of the parish wherein a corporation is to be
located, which shall be within the diocese of such bishop, and
the bishop, vicar general, and pastor, or a majority of them,
shall designate and associate with them two lay members of any
such denomination; and, upon adopting, signing, and
acknowledging, in duplicate, a certificate of incorporation
reciting the fact of such association, and of the selection of
such laymen, and containing the name, general purpose, and place
of location of such corporation, and having one such the
certificate recorded with the county recorder of the county of
its location and the other filed with the secretary of state,
the said five persons and their successors shall become a
corporation, subject to all the requirements, and vested with
all the rights, powers, and privileges, of a religious
corporation. The persons at any time holding the offices
hereinbefore specified in any diocese shall, by virtue of their
respective offices, be members of and, with the two laymen
aforesaid, constitute such corporation, but every such person,
on ceasing to hold such office, shall cease to be a member
thereof, and his successor in office shall become a member in
his place. The two laymen designated as aforesaid shall remain
members for the term of two years from the date of the
certificate, and thereafter their term of office shall be two
years, and in either case until their successors are chosen.
They shall always be designated and appointed by the three first
named corporators, who shall also fill all vacancies in their
number. Their appointment shall be in writing and entered upon
the records of the corporation. Should there at any time be a
vacancy in the office of bishop of any diocese, or should any
other person be appointed in his stead to administer the
spiritual and temporal affairs of such diocese, then, during
such vacancy or suspension of the authority of such bishop, such
administrator of the affairs of the diocese, or any other person
appointed under the rules of such denomination to preside over
and administer its affairs, shall, while acting as such
administrator or appointee, be a member of such corporation,
with all the rights and powers incident thereto; but his
membership shall at once cease when such vacancy has been filled
or suspension of authority removed. If any diocese in which any
such corporation is located shall be subdivided according to the
rules and practice of such denomination, and one or more new
dioceses formed therefrom, or from parts thereof, the bishop and
vicar general of any such new diocese and their successors in
office, as soon as appointed and instituted, shall, by virtue of
their respective offices, forthwith become members of any such
corporation within such new diocese, with all the rights,
duties, privileges, powers, and obligations of such members, and
the bishop and vicar general of the diocese in which such
corporation was located prior to such subdivision shall cease to
be members thereof.
Sec. 25. Minnesota Statutes 1982, section 315.20,
subdivision 2, is amended to read:
Subd. 2. [CERTIFICATE, BY WHOM SIGNED.] The certificate
shall be signed and duly acknowledged by the bishop of the
diocese and by a majority of the members of the chapter, and
filed for record in the office of the county recorder of the
county in which the cathedral is located and in the office of
the secretary of state.
Sec. 26. Minnesota Statutes 1982, section 315.20,
subdivision 3, is amended to read:
Subd. 3. [CERTIFICATE FILED; POWERS.] Upon the signing,
acknowledging, and filing of such certificate for record with
the county recorder of the county of its location, and with the
secretary of state, such cathedral shall become a corporation by
the name specified in its certificate; and, by and through its
chapter, may transact all the business of such cathedral; and,
in its corporate name, may acquire or receive, by purchase,
gift, grant, devise, or bequest, any property, real, personal,
or mixed, and hold, sell, transfer, mortgage, convey, loan, let,
or otherwise use the same for the use and benefit of the
cathedral; provided, that such use shall not contravene the laws
and usages of the Protestant Episcopal Church in the United
States of America of this state; but it shall not have power to
divert any gift, grant, or bequest from the purpose specified in
writing by the donor or devisor, nor to sell, convey, or
mortgage its church or church site, except with the consent of
the bishop, in writing, and when first authorized to do so at a
meeting of the chapter called for that purpose, nor in
contravention of the canons of the diocese or of the general
convention of the Protestant Episcopal Church in the United
States of America.
Sec. 27. Minnesota Statutes 1982, section 315.23,
subdivision 2, is amended to read:
Subd. 2. [CANON OR RESOLUTION, APPROVAL, RECORDING.] A
copy of such resolution or canon, certified by the presiding
officer of the body adopting it and verified by the affidavit of
its secretary or clerk, with the certificate of the attorney
general that the same conforms to law endorsed thereon, shall be
filed with the secretary of state county recorder of the county
in which the body is located, who shall record the same at
length, including such endorsement, and issue his certificate
that, the provisions of the law having been complied with, said
body has become duly incorporated according to law. The
secretary of state county recorder shall keep in a book in his
office an alphabetical index of all such corporations.
Sec. 28. Minnesota Statutes 1982, section 315.32, is
amended to read:
315.32 [TRUSTEES, POWERS; CERTIFICATE, RECORDING.]
The board of trustees, the board of administration, or
other governing body of any such religious organization may, by
unanimous vote of all its members, so alter or amend such
articles of incorporation, when authorized so to do at any
special meeting of such religious organization called for such
expressly stated purpose, at which such special meeting a
majority of the members of such religious organization are
present, which authority shall be, by resolution, passed by vote
of a majority of the members present and voting at such meeting
of such religious organization. The board of trustees, the
board of administration, or other governing body of any such
religious organization shall cause such resolution to be
embraced in a certificate duly executed and acknowledged by its
president and secretary, or by its other presiding and recording
officers, under the corporate seal of the religious
organization, and such certificate shall be presumptive evidence
of the facts therein stated. The certificate shall be recorded
in the office of the county recorder of the county in which the
religious organization is located and in the office of the
secretary of state, and thereupon such alteration or amendment
shall become effective.
Sec. 29. Minnesota Statutes 1982, section 315.365,
subdivision 2, is amended to read:
Subd. 2. [HOW MERGER EFFECTED.] Any said merger and
consolidation shall be effected by the execution by the property
corporations who are parties thereto of an agreement of merger
and consolidation containing:
(a) The names of the property corporations who are parties
thereto.
(b) The name and location of the principal office of the
surviving corporation with and into which the property
corporations who are parties to said merger are to be merged and
consolidated.
(c) The persons who shall constitute the governing board of
the surviving corporation until their successors are duly
elected and shall qualify.
(d) The general purposes of said surviving corporation and
the general description of the area to be served by it.
(e) The date of adoption of the authorization for said
merger and consolidation by the meeting of the united, reunited,
merged, or consolidated religious body to which said merging or
consolidating property corporations pertain.
(f) Any other provisions appropriate for the certificate of
incorporation of property corporations of said character which
may be formed pursuant to the laws of this state.
(g) Said agreement of merger and consolidation shall be
executed by the corporate officers of each of the property
corporations which are parties thereto and shall be accompanied
by the certificate of the secretary or other recording officer
of said united, reunited, merged, or consolidated religious body
certifying to the adoption by said religious body, in accordance
with its constitution, canon law, or other general provisions
for the governance of its affairs, of a resolution authorizing
said merger and consolidation, and shall also be accompanied by
a certificate of the secretary or other recording officer of
each of the property corporations who are parties thereto of the
adoption by the members and the board of trustees or other
governing body of each said property corporation of resolutions
authorizing and directing the execution of said agreement of
merger and consolidation.
(h) Said agreement of merger and consolidation, when
executed as aforesaid and when certified as aforesaid, shall be
filed for record in the office of the secretary of state and in
the office of the county recorder of the county in which the
principal place of business of said surviving corporation is to
locate, and shall also be filed for record in the office of the
county recorder of each other county of this state in which the
principal place of business of any of the property corporations
who are parties to said merger and consolidation shall
theretofore, by the provisions of its certificate of
incorporation, have been located.
(i) Said merger and consolidation shall be and become
effective for all purposes upon filing for record the said
agreement of merger and consolidation and the certificates as
aforesaid in the office of the secretary of state county
recorder.
Sec. 30. Minnesota Statutes 1982, section 317.09,
subdivision 2, is amended to read:
Subd. 2. [USE OF SIMILAR NAME FORBIDDEN.] The corporate
name shall not be the same as, nor deceptively similar to, the
name of any other assumed name, trade or service mark, or
limited partnership, or domestic corporation, whether profit or
nonprofit, or of any foreign corporation or foreign limited
partnership, whether profit or nonprofit, authorized or
registered to do business in this state or to any name reserved
under section 302A.117 or 322A.03, unless:
(1) the domestic or foreign corporation is about to change
its name, or to cease to do business, or is being wound up, or
the foreign corporation is about to withdraw from doing business
in this state; and
(2) the there is filed with the articles a written consent,
court decree of prior right, or affidavit of non-use of such
domestic or foreign corporation to the adoption of its name, or
of a deceptively similar name, has been given and is filed with
the articles of incorporation the kind required by section
302A.115, subdivision 1, paragraph (d).
The secretary of state shall determine whether a name is
"deceptively similar" to another name for purposes of this
section. This section does not abrogate or limit the law of
unfair competition or unfair practices, nor sections 333.001 to
333.54, nor the laws of the United States with respect to the
right to acquire and protect copyrights, trademarks, service
names, service marks, or any other rights to the exclusive use
of names or symbols, nor derogate the common law or principles
of equity.
Sec. 31. Minnesota Statutes 1982, section 318.02,
subdivision 1, is amended to read:
Subdivision 1. The term "declaration of trust" as used in
this section means the declaration of trust, business trust
instrument, trust indenture, contract of custodianship, or other
instrument pursuant to which such association is organized.
Every such association organized after April 20, 1961, for the
purpose of transacting business in this state shall, prior to
transacting any business in this state, file in the office of
the secretary of state a true and correct copy of the
"declaration of trust" under which the association proposes to
conduct its business, which copy shall be sworn to, as being a
true and correct copy, by the chairman of the board of trustees
of such association, or by one of the trustees of such
association, or by one of the persons or parties to the
"declaration of trust." The said sworn statement shall also
contain a statement that the true and correct copy of the
"declaration of trust" is being filed in the office of the
secretary of state of the state of Minnesota pursuant to
Minnesota Statutes 1961, chapter 318, and all acts amendatory
thereof and shall also include the full name and street address
of an agent of the business trust in this state. That agent
shall be the agent for service of process which shall be made
pursuant to the provisions of section 543.08. The "declaration
of trust" may provide that the duration of such association
shall be perpetual. Upon the filing of the copy of the
"declaration of trust" and the payment of a filing fee of $150
to the secretary of state, the secretary of state shall issue to
such association, or to the trustees named in the said
"declaration of trust," or to the persons or parties to the
"declaration of trust," a certificate showing that such
"declaration of trust" has been duly filed in his office;
whereupon, such association in its name shall be authorized to
transact business in this state; provided that all other
applicable laws have been complied with. The "declaration of
trust" may be amended as provided in the "declaration of trust"
or in any amendments thereto but a true and correct copy of all
amendments to the "declaration of trust," which copy shall be
sworn to in like manner as provided above in filing a true and
correct copy of the "declaration of trust," shall be filed in
the office of the secretary of state upon the payment of a
filing fee of $50 to the secretary of state and all amendments
shall become effective at the time of said filing. When such
copy of the "declaration of trust" and any amendments thereto
shall have been filed in the office of the secretary of state it
shall constitute public notice as to the purposes and manner of
the business to be engaged in by such association.
Sec. 32. Minnesota Statutes 1982, section 322A.02, is
amended to read:
322A.02 [NAME.]
The name of each limited partnership as set forth in its
certificate of limited partnership:
(1) shall contain without abbreviation the words "limited
partnership";
(2) may not contain the name of a limited partner unless
(i) it is also the name of a general partner or the corporate
name of a corporate general partner, or (ii) the business of the
limited partnership had been carried on under that name before
the admission of that limited partner;
(3) may not contain any word or phrase indicating or
implying that it is organized other than for a purpose stated in
its certificate of limited partnership;
(4) may not be the same as, or deceptively similar to, the
name of any a domestic corporation or limited partnership
organized under the laws of this state or a foreign corporation
or limited partnership authorized licensed or registered as a
foreign corporation or limited partnership to do business in
this state or a name the right to which is reserved or provided
for in the manner provided for in sections 302A.117, 322A.03, or
333.001 to 333.54, unless there is filed with the certificate a
written consent, court decree of prior right, or affidavit of
non-use, of the kind required by section 302A.115, subdivision
1, paragraph (d); and
(5) may not contain the following words: corporation,
incorporated.
The secretary of state shall determine whether a name is
"deceptively similar" to another name for purposes of this
section and section 322A.03. This section does not abrogate or
limit the law of unfair competition or unfair practices, nor
sections 333.001 to 333.54, nor the laws of the United States
with respect to the right to acquire and protect copyrights,
trademarks, service names, service marks, or any other rights to
the exclusive use of names or symbols, nor derogate the common
law or principles of equity.
Sec. 33. Minnesota Statutes 1982, section 322A.86, is
amended to read:
322A.86 [RELATIONSHIP TO SECTIONS 322.01 TO 322.31.]
A domestic limited partnership existing on January 1, 1981,
shall be governed by sections 322.01 to 322.31 unless (1) the
limited partnership elects to come under the provisions of
sections 322A.01 to 322A.85, and the certificate of limited
partnership is amended to reflect the intention and, the
election and a certified copy of all previously filed limited
partnership documents is filed with the secretary of state, and
the election is filed with the county recorder; and (2) to so
elect is not prohibited by the terms of the certificate of
limited partnership in effect prior to January 1, 1981. A
domestic limited partnership formed after December 31, 1980
shall be governed by sections 322A.01 to 322A.85.
Sec. 34. Minnesota Statutes 1982, section 325D.67,
subdivision 5, is amended to read:
Subd. 5. [DUTY OF SECRETARY OF STATE ATTORNEY GENERAL.] If
complaint shall be made to the secretary of state that any
corporation authorized to do business in this state is guilty of
unfair discrimination, within the terms of subdivisions 1 to 8,
it shall be the duty of the secretary of state to refer the
matter to the attorney general, who may, to review the complaint
and if the facts justify it in his judgment, institute
proceedings in the courts against such corporation.
Sec. 35. Minnesota Statutes 1982, section 325D.67,
subdivision 6, is amended to read:
Subd. 6. [REVOCATION OF PERMIT.] If any corporation,
foreign or domestic, authorized to do business in this state, is
found guilty of unfair discrimination, within the terms of
subdivisions 1 to 8, it shall be the duty of the attorney
general to request the secretary of state to immediately revoke
the permit of such corporation to do business in this state.
Sec. 36. Minnesota Statutes 1982, section 331.02,
subdivision 1, is amended to read:
Subdivision 1. [QUALIFICATIONS.] In order to be qualified
as a medium of official and legal publication, a newspaper shall:
(1) Be printed in the English language in newspaper format
and in column and sheet form equivalent in printed space to at
least 1,200 square inches;
(2) If a weekly, be distributed at least once each week for
50 weeks each year, or if a daily, at least five days each week;
but in any week in which a legal holiday is included, not more
than four issues of a daily paper are necessary;
(3) In at least half of its issues each year, have no more
than 75 percent of its printed space comprised of advertising
material and paid legal notices; and in all of its issues each
year, have 25 percent if published more often than weekly or 50
percent, if weekly, of its news columns devoted to news of local
interest to the community which it purports to serve, but not
more than 25 percent of its total nonadvertising column inches
in any issue may wholly duplicate any other publication unless
the duplicated material is from recognized general news services;
(4) Be circulated in and near the municipality which it
purports to serve, and have at least 500 copies regularly
delivered to paying subscribers and have entry as second-class
matter in its local post office, or have at least 500 copies
regularly distributed without charge to local residents;
(5) Have its known office of issue established in the
county in which lies, in whole or in part, the municipality
which the newspaper purports to serve;
(6) File a copy of each issue immediately with the state
historical society;
(6a) Be made available at single or subscription prices to
any person, corporation, partnership or other unincorporated
association requesting the newspaper and making the applicable
payment, or be distributed without charge to local residents;
(7) Have complied with all the foregoing conditions of this
subdivision for at least one year last past;
(8) The newspaper must annually publish and submit to the
secretary of state a sworn United States Post Office
second-class statement of ownership and circulation or in the
absence of a permit must annually publish and submit a
comparable statement of ownership and circulation covering a one
year period ending not more than three months prior to
publication verified by a recognized independent circulation
auditing agency;
(9) The newspaper shall, between October 1 and December 31
of each year, submit to the secretary of state a sworn printers
affidavit of publication accompanied by the published statement
required by section 331.02, subdivision 1, clause (8), that it
has complied with all of the requirements of this subdivision. A
newspaper which files the affidavit shall be qualified as a
legal newspaper for the calendar year following filing.
Sec. 37. Minnesota Statutes 1982, section 333.001,
subdivision 3, is amended to read:
Subd. 3. [TRUE NAME.] "True name" means the true full name
of the natural person, if a proprietorship; the true full name
of at least one each partner, if a partnership; the full
corporate name as stated in its articles, if a corporation; the
full name of the limited partnership, if a limited partnership;
the true full name of at least one trustee, if a trust; or the
true full name of at least one beneficial owner, if any other
form of business organization.
Sec. 38. Minnesota Statutes 1982, section 333.001,
subdivision 4, is amended to read:
Subd. 4. "Address" means the full residential address of
each natural person, trustee or beneficial owner, or any
corporation, included in subdivision 3, and the address of the
principal place in Minnesota where the business is conducted or
transacted, if different.
Sec. 39. Minnesota Statutes 1982, section 333.01, is
amended to read:
333.01 [COMMERCIAL ASSUMED NAMES; CERTIFICATE.]
No person shall hereafter carry on or conduct or transact a
commercial business in this state under any designation, name,
or style, which does not set forth the true name of every person
interested in such business unless such person shall file in the
office of the secretary of state, a certificate setting forth
the name and business address under which the business is
conducted or transacted, or is to be conducted or transacted,
and the true name of the each person conducting or transacting
the same, with the address of such person. The certificate
shall be executed and duly acknowledged by one of the persons
conducting, or intending to conduct, the business. The
certificate shall be published after it has been filed with the
secretary of state in a qualified newspaper in the county in
which the person has a principal or registered office for two
successive issues.
Sec. 40. Minnesota Statutes 1982, section 333.02, is
amended to read:
333.02 [FILING OF CERTIFICATE.]
Persons conducting or transacting any business under any
designation, name, or style referred to in section 333.01 shall,
before commencing such business, file such certificate and proof
of publication shall publish the certificate in the manner
prescribed in section 333.01.
Sec. 41. Minnesota Statutes 1982, section 333.035, is
amended to read:
333.035 [AMENDMENT OF CERTIFICATE.]
Within 60 days after the occurrence of any event which
makes any statement in the last previous statement filed
incorrect, an amended certificate shall be filed with proof of
publication and the amended certificate shall be published by
the person conducting the business in the same manner as
provided by section 333.01.
Sec. 42. Minnesota Statutes 1982, section 333.055,
subdivision 1, is amended to read:
Subdivision 1. Filing of a certificate with proof of
publication hereunder shall be effective for a term of ten years
from the date of filing and upon application filed within the
six month period prior to the expiration of such term or a
renewal thereof, on a form prescribed by the secretary of state,
the certificate may be renewed for additional ten year terms. A
renewal fee as specified herein, payable to the secretary of
state, shall accompany the application for renewal.
The secretary of state shall notify each person filing a
certificate hereunder of the necessity of renewal thereof by
writing to the last known address of the person at least six
months prior to the certificate's expiration date.
Sec. 43. Minnesota Statutes 1982, section 333.06, is
amended to read:
333.06 [PLEADING FAILURE TO FILE CERTIFICATE; COSTS.]
If any person conducting a business contrary to the terms
of sections 333.001 to 333.06 shall, prior to the filing of the
certificate and proof of publication therein prescribed,
commence a civil action, including an action to recover
possession of real property in any court of this state on
account of any contract made by, or transaction had on behalf of
the business, the defendant may plead such failure in abatement
of the action; and all proceedings had in the action shall
thereupon be stayed until the certificate provided for by
sections 333.001 to 333.06 is duly filed, and the defendant, in
case he prevails in the action, shall also be entitled to tax
$50 costs, in addition to such other statutory costs as may be
allowed by law, and, in case he does not prevail in the action,
shall be entitled to deduct $50 from the judgment otherwise
recoverable therein and if a judgment for money is not otherwise
recoverable therein, he shall be entitled to tax $50 costs. If
such a person defends against a civil action, the plaintiff
shall be entitled to tax $50 costs, regardless of which party
prevails upon the merits.
Sec. 44. Minnesota Statutes 1982, section 333.19,
subdivision 1, is amended to read:
Subdivision 1. A trademark or service mark by which the
goods or services of any applicant for registration may be
distinguished from the goods or services of others shall not be
registered if it;
(1) consists of or comprises immoral, deceptive or
scandalous matter; or
(2) consists of or comprises matter which may disparage or
falsely suggest a connection with persons, living or dead,
institutions, beliefs, or national symbols, or bring them into
contempt, or disrepute; or
(3) consists of or comprises the flag or coat of arms or
other insignia of the United States, or of any state or
municipality, or of any foreign nation, or any simulation
thereof; or
(4) consists of or comprises the name, signature or
portrait of any living individual, except with his written
consent; or
(5) consists of a mark which, (a) when applied to the goods
or used to identify the services of the applicant, is merely
descriptive or deceptively misdescriptive of them, or (b) when
applied to the goods or used to identify the services of the
applicant is primarily geographically descriptive or deceptively
misdescriptive of them, or (c) is primarily merely a surname
provided, however, that nothing in this subsection (5) shall
prevent the registration of a mark used in this state by the
applicant which has become distinctive of the applicant's goods
or services. The secretary of state may accept as evidence that
the mark has become distinctive, as applied to the applicant's
goods or used to identify the services, proof of substantially
exclusive and continuous use thereof as a mark by the applicant
in this state for the five years next preceding the date of the
filing of the application for registration; or
(6) consists of or comprises a mark which so resembles a
mark registered in this state or a corporate or limited
partnership name in use or reserved in this state by another, or
a mark or trade name previously used in this state by another
and not abandoned, as to be likely, when applied to the goods or
used to identify the services of the applicant, to cause
confusion or mistake or to deceive. The secretary of state may
require affidavits by both the applicant and by the holder of
the previously registered name or mark in making this
determination.
Sec. 45. Minnesota Statutes 1982, section 333.21,
subdivision 1, is amended to read:
Subdivision 1. Upon a finding by the secretary of state
that the mark and application for registration comply with the
requirements of sections 333.18 to 333.31, and that the class
indicated, if any, in which the mark is to be registered is not
clearly incorrect, he shall cause a certificate of registration
to be issued and delivered to the applicant. The certificate of
registration shall be issued under the signature of the
secretary of state and the seal of the state, and shall show the
registrant's name and business address and, if a corporation,
the state of incorporation, the date claimed for the first use
of the mark in this state, the class of goods or services and a
description of the goods or services in connection with which
the mark is used, a reproduction of the mark, the registration
date and the term of the registration.
Sec. 46. Minnesota Statutes 1983 Supplement, section
336.9-401, is amended to read:
336.9-401 [PLACE OF FILING; ERRONEOUS FILING; REMOVAL OF
COLLATERAL.]
(1) The proper place to file in order to perfect a security
interest is as follows:
(a) When the collateral is consumer goods, or motor
vehicles which are not inventory covered by a certificate of
title, then in the office of the county recorder in the county
of the debtor's residence if the debtor is an individual who is
a resident of this state but if the debtor is an individual who
is not a resident of this state or is a corporation, partnership
or other organization then in the office of the secretary of
state;
(b) When the collateral is equipment to be used in farming
operations, or farm products, or accounts or general intangibles
arising from or relating to the sale of farm products by a
farmer, or crops growing or to be grown, then in the office of
the county recorder in the county of the debtor's residence if
the debtor is an individual or organization with residence in
this state, but if the debtor is not a resident of this state,
then in the office of the secretary of state;
(c) When the collateral is timber to be cut or is minerals
or the like (including oil and gas) or accounts subject to
subsection (5) of section 336.9-103, or when the financing
statement is filed as a fixture filing (section 336.9-313) and
the collateral is goods which are or are to become fixtures,
then in the office where a mortgage on the real estate would be
filed or recorded;
(d) In all other cases, in the office of the secretary of
state.
(2) A filing which is made in good faith in an improper
place or not in all of the places required by this section is
nevertheless effective with regard to any collateral as to which
the filing complied with the requirements of this article and is
also effective with regard to collateral covered by the
financing statement against any person who has knowledge of the
contents of such financing statement.
(3) A filing which is made in the proper place in this
state continues effective even though the debtor's residence in
this state or the use of the collateral, whichever controlled
the original filing, is thereafter changed.
(4) The rules stated in section 336.9-103 determine whether
filing is necessary in this state.
(5) Notwithstanding the preceding subsections, the proper
place to file in order to perfect a security interest in
collateral, including fixtures, of a transmitting utility is the
office of the secretary of state. Such a filing shall not be
deemed a separate filing from the filings required by other
laws, if applicable, set forth in subsection (3) of section
336.9-302. This filing constitutes a fixture filing (section
336.9-313) as to the collateral described therein which is or is
to become fixtures.
(6) For the purposes of this section, the residence of an
organization is its place of business if it has one or its chief
executive office if it has more than one place of business.
(7) "Motor vehicle" means any device propelled or drawn by
any power other than muscular power in, upon, or by which any
person or property is or may be transported or drawn upon a
highway, excepting building and road construction equipment and
vehicles that are inventory of licensed dealers.
Sec. 47. Minnesota Statutes 1982, section 336.9-402, is
amended to read:
336.9-402 [FORMAL REQUISITES OF FINANCING STATEMENT;
AMENDMENTS; MORTGAGE AS FINANCING STATEMENT.]
(1) A financing statement is sufficient if it gives the
name of the debtor and the secured party, is signed by the
debtor, gives an address of the secured party from which
information concerning the security interest may be obtained,
gives a mailing address of the debtor and contains a statement
indicating the types or describing the items, of collateral. A
financing statement may be filed before a security agreement is
made or a security interest otherwise attaches. When the
financing statement covers crops growing or to be grown, the
statement must also contain a description of the real estate
concerned and the name of the record owner thereof. When the
financing statement covers timber to be cut or covers minerals
or the like (including oil and gas) or accounts subject to
subsection (5) of section 336.9-103, or when the financing
statement is filed as a fixture filing (section 336.9-313) and
the collateral is goods which are or are to become fixtures, the
statement must also comply with subsection (5). A copy of the
security agreement is sufficient as a financing statement if it
contains the above information and is signed by the debtor. A
carbon, photographic or other reproduction of a security
agreement or a financing statement is sufficient as a financing
statement if the security agreement so provides or if the
original has been filed in this state.
(2) A financing statement which otherwise complies with
subsection (1) is sufficient when it is signed by the secured
party instead of the debtor when it is filed to perfect a
security interest in
(a) collateral already subject to a security interest in
another jurisdiction when it is brought into this state, or when
the debtor's location is changed to this state. Such a
financing statement must state that the collateral was brought
into this state or that the debtor's location was changed to
this state under such circumstances; or
(b) proceeds under section 336.9-306 if the security
interest in the original collateral was perfected. Such a
financing statement must describe the original collateral; or
(c) collateral as to which the filing has lapsed within one
year; or
(d) collateral acquired after a change of name, identity or
corporate structure of the debtor (subsection (7)); or
(e) a lien filed pursuant to Minnesota Statutes, chapter
514; or
(f) collateral which is subject to a filed judgment.
(2a) Except for documents filed under clauses (e) and (f),
the reason for the omission of the debtor signature must be
stated on the front of the financing statement.
(3) A form substantially as follows is sufficient to comply
with subsection (1):
Name of debtor (or assignor)
..............................
Address
..............................
Name of secured party (or assignee)
..............................
Address
..............................
1. This financing statement covers the following types (or
items) of property:
(Describe)
..............................
2. (If collateral is crops) The above described crops are
growing or are to be grown on:
(Describe real estate and the name of the record owner
thereof) ......
....................................................... ....
3. (If applicable) The above goods are to become fixtures
on
(Describe real estate).......................... and this
financing statement is to be filed for record in the real estate
records. (If the debtor does not have an interest of record)
The name of a record owner is .................
4. (If products of collateral are claimed)
Products of the collateral are also covered.
Use whichever signature line is applicable.
Signature of debtor (or assignor)
.........................
Signature of secured party (or assignee)
.........................
(4) A financing statement may be amended by filing a
writing signed by both the debtor and the secured party. If the
sole purpose of the amendment is to change the name or address
of the secured party, only the secured party need sign the
amendment. A writing is sufficient if it sets forth the name
and address of the debtor and secured party as those items
appear on the original financing statement or the most recently
filed amendment, the file number and date of filing of the
financing statement. An amendment does not extend the period of
effectiveness of a financing statement. If any amendment adds
collateral, it is effective as to the added collateral only from
the filing date of the amendment. In this article, unless the
context otherwise requires, the term "financing statement" means
the original financing statement and any amendments.
(5) A financing statement covering timber to be cut or
covering minerals or the like (including oil and gas) or
accounts subject to subsection (5) of section 336.9-103, or a
financing statement filed as a fixture filing (section
336.9-313) where the debtor is not a transmitting utility, must
show that it covers this type of collateral, must recite that it
is to be filed for record in the real estate records, and the
financing statement must contain a description of the real
estate sufficient if it were contained in a mortgage of the real
estate to give constructive notice of the mortgage under the law
of this state. If the debtor does not have an interest of
record in the real estate, the financing statement must show the
name of a record owner. No description of the real estate or
the name of the record owner thereof is required for a fixture
filing where the debtor is a transmitting utility.
Notwithstanding the foregoing a general description of the real
estate is sufficient for a fixture filing where a railroad is
the record owner of the real estate on which the fixtures are or
are to be located; and for the purposes of this subsection, the
requirement of a general description is satisfied if the fixture
filing (1) identifies the section, township and range numbers of
the county in which the land is located; (2) identifies the
quarter-quarter of the section that the land is located in; (3)
indicates the name of the record owner of the real estate; and
(4) states the street address of the real estate if one exists.
(6) A mortgage is effective as a financing statement filed
as a fixture filing from the date of its recording if (a) the
goods are described in the mortgage by item or type, (b) the
goods are or are to become fixtures related to the real estate
described in the mortgage, (c) the mortgage complies with the
requirements for a financing statement in this section other
than a recital that it is to be filed in the real estate
records, and (d) the mortgage is duly recorded. No fee with
reference to the financing statement is required other than the
regular recording and satisfaction fees with respect to the
mortgage.
(7) A financing statement sufficiently shows the name of
the debtor if it gives the individual, partnership or corporate
name of the debtor, whether or not it adds other trade names or
the names of partners. Where the debtor so changes his name or
in the case of an organization its name, identity or corporate
structure that a filed financing statement becomes seriously
misleading, the filing is not effective to perfect a security
interest in collateral acquired by the debtor more than four
months after the change, unless a new appropriate financing
statement is filed before the expiration of that time. A filed
financing statement remains effective with respect to collateral
transferred by the debtor even though the secured party knows of
or consents to the transfer.
(8) A financing statement, amendment, continuation,
assignment, release, or termination substantially complying with
the requirements of this section is effective even though it
contains minor errors which are not seriously misleading.
Sec. 48. Minnesota Statutes 1982, section 336.9-403, is
amended to read:
336.9-403 [WHAT CONSTITUTES FILING; DURATION OF FILING;
EFFECT OF LAPSED FILING; DUTIES OF FILING OFFICER.]
(1) Presentation for filing of a financing statement and
tender of the filing fee or acceptance of the statement by the
filing officer constitutes filing under this article.
(2) Except as provided in subsection (6) a filed financing
statement is effective for a period of five years from the date
of filing. The effectiveness of a filed financing statement
lapses on the expiration of the five year period unless a
continuation statement is filed prior to the lapse. If a
security interest perfected by filing exists at the time
insolvency proceedings are commenced by or against the debtor,
the security interest remains perfected until termination of the
insolvency proceedings and thereafter for a period of 60 days or
until expiration of the five year period, whichever occurs later
regardless of whether the financing statement filed as to that
security interest is destroyed by the filing officer pursuant to
subsection (3). Upon lapse the security interest becomes
unperfected, unless it is perfected without filing. If the
security interest becomes unperfected upon lapse, it is deemed
to have been unperfected as against a person who became a
purchaser or lien creditor before lapse.
(3) A continuation statement may be filed by the secured
party within six months prior to the expiration of the five year
period specified in subsection (2). Any such continuation
statement must be signed by the secured party, set forth the
name and address of the debtor and secured party as those items
appear on the original financing statement or the most recently
filed amendment, identify the original statement by file number
and filing date, and state that the original statement is still
effective. A continuation statement signed by a person other
than the secured party of record must be accompanied by a
separate written statement of assignment signed by the secured
party of record and complying with subsection (2) of section
336.9-405, including payment of the required fee. Upon timely
filing of the continuation statement, the effectiveness of the
original statement is continued for five years after the last
date to which the filing was effective whereupon it lapses in
the same manner as provided in subsection (2) unless another
continuation statement is filed prior to such lapse. Succeeding
continuation statements may be filed in the same manner to
continue the effectiveness of the original statement. Unless a
statute on disposition of public records provides otherwise, the
filing officer may remove a lapsed statement from the files and
destroy it immediately if he has retained a microfilm or other
photographic record, or in other cases after one year after the
lapse. The filing officer shall so arrange matters by physical
annexation of financing statements to continuation statements or
other related filings, or by other means, that if he physically
destroys the financing statements of a period more than five
years past, those which have been continued by a continuation
statement or which are still effective under subsection (6)
shall be retained. If insolvency proceedings are commenced by
or against the debtor, the secured party shall notify the filing
officer both upon commencement and termination of the
proceedings, and the filing officer shall not destroy any
financing statements filed with respect to the debtor until
termination of the insolvency proceedings. The security
interest remains perfected until termination of the insolvency
proceedings and thereafter for a period of 60 days or until
expiration of the five year period, whichever occurs later.
(4) Except as provided in subsection (7) a filing officer
shall mark each statement with a file number and with the date
and hour of filing and shall hold the statement or a microfilm
or other photographic copy thereof for public inspection. In
addition the filing officer shall index the statements according
to the name of the debtor and shall note in the index the file
number and the address of the debtor given in the statement.
(5) The secretary of state shall prescribe uniform forms
for statements and samples thereof shall be furnished to all
filing officers in the state. The uniform fee for filing and
indexing and for stamping a copy furnished by the secured party
to show the date and place of filing for an original financing
statement or for a continuation statement shall be $5 if the
statement is in the standard form prescribed by the secretary of
state and otherwise shall be $10, plus in each case, if the
financing statement is subject to subsection (5) of section
336.9-402, $5. An additional fee of $5 shall be collected if
more than one name is required to be indexed or if the secured
party, at his option, shows a trade name for any debtor listed.
There shall be no fee collected for the filing of an amendment
to a financing statement if the amendment is in the standard
form prescribed by the secretary of state and otherwise it shall
be $5 does not add additional debtor names to the financing
statement. The fee for an amendment adding additional debtor
names shall be $5 if the amendment is in the form prescribed by
the secretary of state and, if otherwise, $10. The fee for an
amendment which is not in the form prescribed by the secretary
of state but which does not add additional names shall be $5.
(6) If the debtor is a transmitting utility (subsection (5)
of section 336.9-401) and a filed financing statement so states,
it is effective until a termination statement is filed. A real
estate mortgage which is effective as a fixture filing under
subsection (6) of section 336.9-402 remains effective as a
fixture filing until the mortgage is released or satisfied of
record or its effectiveness otherwise terminates as to the real
estate.
(7) When a financing statement covers timber to be cut or
covers minerals or the like (including oil and gas) or accounts
subject to subsection (5) of section 336.9-103, or is filed as a
fixture filing, it shall be filed for record and the filing
officer shall index it under the names of the debtor and any
owner of record shown on the financing statement in the same
fashion as if they were the mortgagors in a mortgage of the real
estate described, and, to the extent that the law of this state
provides for indexing of mortgages under the name of the
mortgagee, under the name of the secured party as if he were the
mortgagee thereunder, or, for filing offices other than the
secretary of state, where indexing is by description in the same
fashion as if the financing statement were a mortgage of the
real estate described. If requested of the filing officer on
the financing statement, a financing statement filed for record
as a fixture filing in the same office where nonfixture filings
are made is effective, without a dual filing, as to collateral
listed thereon for which filing is required in such office
pursuant to section 336.9-401 (1) (a); in such case, the filing
officer shall also index the recorded statement in accordance
with subsection (4) using the recording data in lieu of a file
number.
(8) The fees provided for in this article shall supersede
the fees for similar services otherwise provided for by law
except in the case of security interests filed in connection
with a certificate of title on a motor vehicle.
Sec. 49. Minnesota Statutes 1982, section 336.9-404, is
amended to read:
336.9-404 [TERMINATION STATEMENT.]
(1) If a financing statement covering consumer goods is
filed on or after January 1, 1977, then within one month or
within ten days following written demand by the debtor after
there is no outstanding secured obligation and no commitment to
make advances, incur obligations or otherwise give value, the
secured party must file with each filing officer with whom the
financing statement was filed, a termination statement to the
effect that he no longer claims a security interest under the
financing statement, which shall be identified by file number.
The termination statement must set forth the name and address of
the debtor and secured party as those items appear on the
original financing statement or the most recently filed
amendment; identify the original financing statement by file
number and filing date; and be signed by the secured party. In
other cases whenever there is no outstanding secured obligation
and no commitment to make advances, incur obligations, or
otherwise give value, the secured party must on written demand
by the debtor send the debtor, for each filing officer with whom
the financing statement was filed, a termination statement to
the effect that he no longer claims a security interest under
the financing statement, which shall be identified by file
number. A termination statement signed by a person other than
the secured party of record must be accompanied by a separate
written statement of assignment signed by the secured party of
record and complying with subsection (2) of section 336.9-405,
including payment of the required fee. If the affected secured
party fails to file such a termination statement as required by
this subsection, or to send such a termination statement within
ten days after proper demand therefor he shall be liable to the
debtor for $100, and in addition for any loss caused to the
debtor by such failure.
(2) On presentation to the filing officer of such a
termination statement he must note it in the index. If he has
received the termination statement in duplicate, he shall return
one copy of the termination statement to the secured party
stamped to show the time of receipt thereof. If the filing
officer has a microfilm or other photographic record of the
financing statement, and of any related continuation statement,
statement of assignment and statement of release, he may remove
the originals from the files at any time after receipt of the
termination statement, or if he has no such record, he may
remove them from the files at any time after one year after
receipt of the termination statement.
(3) There shall be no fee collected for the filing of a
termination if the termination statement is in the standard form
prescribed by the secretary of state and otherwise shall be $5,
plus in each case, if the original financing statement was
subject to subsection (5) of section 336.9-402, the fee
prescribed by section 357.18, subdivision 1, clause (1).
Sec. 50. Minnesota Statutes 1982, section 336.9-405, is
amended to read:
336.9-405 [ASSIGNMENT OF SECURITY INTEREST; DUTIES OF
FILING OFFICER; FEES.]
(1) A financing statement may disclose an assignment of a
security interest in the collateral described in the financing
statement by indication in the financing statement of the name
and address of the assignee or by an assignment itself or a copy
thereof on the face or back of the statement. On presentation
to the filing officer of such a financing statement the filing
officer shall mark the same as provided in section
336.9-403(4). The uniform fee for filing, indexing, and
furnishing filing data for a financing statement so indicating
an assignment shall be the same as the fee prescribed in section
336.9-403, clause (5).
(2) A secured party may assign of record may record an
assignment of all or a part of his rights under a financing
statement by the filing in the place where the original
financing statement was filed of a separate written statement of
assignment signed by the secured party of record and, setting
forth the name and address of the secured party of record and
the debtor as those items appear on the original financing
statement or the most recently filed amendment, identifying the
file number and the date of filing of the financing statement,
and the giving the name and address of the assignee and
containing a description of the collateral assigned. A copy of
the assignment is sufficient as a separate statement if it
complies with the preceding sentence. On presentation to the
filing officer of such a separate statement, the filing officer
shall mark such separate statement with the date and hour of the
filing. He shall note the assignment on the index of the
financing statement, or in the case of a fixture filing, or a
filing covering timber to be cut, or covering minerals or the
like (including oil and gas) or accounts subject to subsection
(5) of section 336.9-103, he shall index the assignment under
the name of the assignor as grantor and, to the extent that the
law of this state provides for indexing the assignment of a
mortgage under the name of the assignee, he shall index the
assignment of the financing statement under the name of the
assignee. The uniform fee for filing, indexing, and furnishing
filing data about such a separate statement of assignment shall
be $5 if the statement is in the standard form prescribed by the
secretary of state and otherwise shall be $10, plus in each
case, if the original financing statement was subject to
subsection (5) of section 336.9-402, the fee prescribed by
section 357.18, subdivision 1, clause (1). An additional fee of
$5 shall be charged if there is more than one name against which
the statement of assignment is required to be indexed.
Notwithstanding the provisions of this subsection, an assignment
of record of a security interest in a fixture contained in a
mortgage effective as a fixture filing (subsection (6) of
section 336.9-402) may be made only by an assignment of the
mortgage in the manner provided by the law of this state other
than Laws 1976, chapter 135.
(3) After the disclosure or filing of an assignment under
this section, the assignee is the secured party of record.
Sec. 51. Minnesota Statutes 1982, section 336.9-406, is
amended to read:
336.9-406 [RELEASE OF COLLATERAL; DUTIES OF FILING OFFICER;
FEES.]
A secured party of record may by his signed statement
release all or a part of any collateral described in a filed
financing statement. The statement of release is sufficient if
it contains a description of the collateral being released, the
name and address of the debtor, the name and address of the
secured party as those items appear on the original financing
statement or the most recently filed amendment, and the file
number of identifies the original financing statement by file
number and filing date. A statement of release signed by a
person other than the secured party of record must be
accompanied by a separate written statement of assignment signed
by the secured party of record and complying with subsection (2)
of section 336.9-405, including payment of the required fee.
Upon presentation of such a statement of release to the filing
officer he shall mark the statement with the hour and date of
filing and shall note the same upon the margin of the index of
the filing of the financing statement. There shall be no fee
for filing and noting such a statement of release if the
statement is in the standard form prescribed by the secretary of
state and otherwise shall be $5, plus in each case, if the
original financing statement was subject to subsection (5) of
section 336.9-402, the fee prescribed by section 357.18,
subdivision 1, clause (1).
Sec. 52. Minnesota Statutes 1982, section 362A.01,
subdivision 1, is amended to read:
Subdivision 1. Any county or combination of counties by
resolution of the county board or boards may establish a rural
development financing authority as a public nonprofit
corporation with the same powers and duties as those conferred
and imposed on a private nonprofit corporation by chapter 317,
and all present and future laws amending or supplementing that
chapter, except as otherwise or additionally provided herein.
No such authority shall transact any business or exercise any
powers until a certified copy of the resolutions of each
participating county board has been submitted to the secretary
of state and a certificate of incorporation issued pursuant to
section 317.10. Each resolution shall include all of the
provisions required by section 317.08, subdivision 2.
Sec. 53. Minnesota Statues 1982, section 365.46, is
amended to read:
365.46 [COPY OF RESOLUTION FILED WITH SECRETARY OF STATE.]
A certified copy of the resolution of the county board
declaring such town to be dissolved shall forthwith be forwarded
by the county auditor to the secretary of state, who shall, on
receipt thereof, make appropriate entry in the records of his
office of the dissolution of such town. The county auditor
shall also provide notice of the dissolution to the state
demographer, the land management information center, the
Minnesota municipal board, and the commissioner of
transportation.
Sec. 54. Minnesota Statutes 1982, section 379.05, is
amended to read:
379.05 [RECORD OF DESCRIPTION OF TOWN, WHERE KEPT; ABSTRACT
SENT TO COMMISSIONER OF REVENUE STATE AGENCIES.]
Each county auditor shall within 30 days after any such
town is organized transmit by mail to the commissioner of
revenue, the secretary of state, the state demographer, the land
management information center, the Minnesota municipal board,
and the commissioner of transportation an abstract of such
report, giving the name and boundaries of such town and record
in a book kept for that purpose a full description of each such
town.
Sec. 55. Minnesota Statutes 1983 Supplement, section
507.09, is amended to read:
507.09 [FORMS APPROVED; AMENDMENTS.]
The several forms of deeds, mortgages, land contracts,
assignments, satisfactions, and other conveyancing instruments
prepared by the uniform conveyancing blanks commission and filed
by the commission with the secretary of state pursuant to Laws
1929, chapter 135, as amended by Laws 1931, chapter 34, are
approved and recommended for use in the state. Such forms shall
be kept on file with and be preserved by the secretary of state
commissioner of commerce as a public record. The commissioner
of securities and real estate may appoint an advisory task force
on uniform conveyancing forms to recommend to the commissioner
of securities and real estate amendments to existing forms or
the adoption of new forms. The task force shall expire, and the
terms, compensation, and removal of members shall be as provided
in section 15.059. The commissioner of securities and real
estate may adopt amended or new forms consistent with the laws
of this state by rule in accordance with chapter 14.
Sec. 56. Minnesota Statutes 1982, section 507.10, is
amended to read:
507.10 [CERTIFIED COPIES OF FORMS TO BE PRESERVED.]
The board of county commissioners of each county in this
state shall provide the county recorder and the judge of probate
of the county with one copy of each form so approved, a copy of
sections 507.09 to 507.14, a copy of the certificate of the
Minnesota uniform conveyancing blanks commission contained in
the book of forms filed in the office of the secretary of state
commissioner of commerce, and a copy of his filing certificate,
to be certified as herein provided. Upon presentation to him of
sufficient number of true copies of such forms, laws, and
certificates in book form to carry out this provision, the
secretary of state commissioner of commerce shall, without
charge, certify the same to be true copies thereof. Each county
recorder and each judge of probate shall thereafter preserve one
such certified copy on file in their respective offices for the
convenient use of the public.
Sec. 57. Minnesota Statutes 1982, section 540.152, is
amended to read:
540.152 [SERVICE OF PROCESS ON UNIONS, GROUPS OR
ASSOCIATIONS.]
The transaction of any acts, business or activities within
the state of Minnesota by any officer, agent, representative,
employee or member of any union or other groups or associations
having officers, agents, members or property without the state
on behalf of the union or other groups or associations or any of
its members or affiliated local unions shall be deemed an
appointment by the union or other groups or associations of the
secretary of state of the state of Minnesota to be the true and
lawful attorney of the union or other groups or associations,
upon whom may be served all legal processes or notices in any
action or proceeding against or involving the union or other
groups or associations growing out of any acts, business or
activities within the state of Minnesota resulting in damage or
loss to person or property or giving rise to any cause of action
under the laws of the state of Minnesota or to any matters or
proceedings arising under the Minnesota Labor Relations Act.
Such acts, business or activities shall be a signification of
the agreement of the union or other groups or associations and
its members that any process or notice in any action, matter or
proceeding against or involving it, which is so served, shall be
of the same legal force and validity as if served upon the union
or other groups or associations and its members personally.
Service of process or notice shall be made by filing a copy
thereof in the office of the secretary of state, together with
payment of a fee of $15 and together with an affidavit stating
that no officer or managing agent of the union or other group or
association has been found in this state and setting forth an
address to which the service shall be forwarded. The service
shall be sufficient service upon the union or other groups or
associations and its members. Notice of service and a copy of
the process or notice shall, within ten days thereafter, be sent
by mail by the person who caused it to be served on the union or
other groups or associations at its last known address and an
affidavit of compliance with the provisions of this chapter
shall be filed with the court or other state agency or
department before which the action, matter, or proceeding is
pending.
Sec. 58. Minnesota Statutes 1982, section 543.08, is
amended to read:
543.08 [SUMMONS, SERVICE UPON CERTAIN CORPORATIONS.]
If a private domestic corporation has no officer at the
registered office of the corporation within the state upon whom
service can be made, of which fact the return of the sheriff of
the county in which that office is located, or the affidavit of
a private person not a party, that none can be found in his that
county shall be conclusive evidence, service of the summons upon
it may be made by depositing two copies, together with a fee of
$15 with the secretary of state, which shall be deemed personal
service upon the corporation. One of the copies shall be filed
by the secretary, and the other forthwith mailed by him to the
corporation by certified mail, if the place of its main office
is known to him or is disclosed by the files of his office.
If the defendant is a foreign insurance corporation, the
summons may be served by two copies delivered to the insurance
commissioner, who shall file one in his office and forthwith
mail the other postage prepaid to the defendant at its home
office.
Sec. 59. Minnesota Statutes 1983 Supplement, section
648.39, subdivision 1, is amended to read:
Subdivision 1. [FREE DISTRIBUTION.] The revisor of
statutes shall without charge distribute each edition of
Minnesota Statutes, supplement to the Minnesota Statutes, and
the Laws of Minnesota to the persons, officers, departments,
agencies, or commissions listed in this subdivision. Prior to
distribution of Minnesota Statutes, supplement to the Minnesota
Statutes, or the Laws of Minnesota, the revisor of statutes
shall inquire whether the full number of copies authorized by
this subdivision are required for their work. Unless a smaller
number is needed, each edition shall be distributed without
charge as follows:
(a) 30 copies to the supreme court;
(b) 30 copies to the court of appeals;
(c) 1 copy to each judge of a district court;
(d) 1 copy to the clerk of each district court for use in
each courtroom of the district court of his county;
(e) 100 copies to the state law library;
(f) 100 copies to the law school of the University of
Minnesota;
(g) 100 copies to the office of the attorney general;
(h) 10 copies each to the governor's office, the
departments of agriculture, commerce, corrections, education,
health, transportation, labor and industry, economic security,
natural resources, public safety, public service, public
welfare, and revenue, and the pollution control agency;
(i) 1 copy each to other state departments, agencies,
boards, and commissions not specifically named in this
subdivision;
(j) 1 copy to each member of the legislature;
(k) 100 copies for the use of the senate and 150 copies for
the use of the house of representatives;
(l) 4 copies to the secretary of the senate;
(m) 4 copies to the chief clerk of the house of
representatives;
(n) 1 copy to each judge, district attorney, clerk of court
of the United States and the deputy clerk of each division of
the United States district court in this state, the secretary of
state of the United States, the library of congress, and the
Minnesota historical society;
(o) 20 copies each to the department of administration,
state auditor, and legislative auditor, and 5 copies to the
office of the secretary of state;
(p) 1 copy to each county library maintained pursuant to
chapter 134, except in counties containing cities of the first
class. If a county has not established a county library
pursuant to chapter 134, the copy shall be provided to any
public library in the county; and
(q) 50 copies to the revisor of statutes.
Sec. 60. Laws 1981, chapter 270, section 144, is amended
to read:
Sec. 144. [EFFECTIVE DATES.]
Sections 1 to 121, 123, 124, 126, 129 to 138, 140, 141, and
143 are effective July 1, 1981. Sections 125, 127, 128, 139,
and 142 are effective January 1, 1984. Section 122 is effective
January 1, 1985 1987.
Sec. 61. [REPEALER.]
Minnesota Statutes 1982, sections 5.11; 51A.03, subdivision
5; 62C.06, subdivision 4; 308.15, subdivision 3; and 507.31,
subdivision 2 are repealed.
Approved May 2, 1984
Official Publication of the State of Minnesota
Revisor of Statutes