Minnesota Session Laws - 1985, Regular Session

  

                         Laws of Minnesota 1985 

                         CHAPTER 5-S.F.No. 252 
           An act relating to corporations; providing for the 
          shareholder vote required to amend articles of 
          incorporation in certain cases; amending Minnesota 
          Statutes 1984, section 302A.135, subdivision 4. 
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
    Section 1.  Minnesota Statutes 1984, section 302A.135, 
subdivision 4, is amended to read: 
    Subd. 4.  [APPROVAL BY SHAREHOLDERS.] (a) The proposed 
amendment is adopted when approved by the affirmative vote of 
the holders of a majority of the voting power of the shares 
present and entitled to vote, except as provided in paragraph 
paragraphs (b) and (c). 
    (b) For a closely held corporation, if the articles provide 
for a specified proportion or number equal to or larger than the 
majority necessary to transact a specified type of business at a 
meeting, or if it is proposed to amend the articles to provide 
for a specified proportion or number equal to or larger than the 
majority necessary to transact a specified type of business at a 
meeting, the affirmative vote necessary to add the provision to, 
or to amend an existing provision in, the articles is the larger 
of: 
    (1) The specified proportion or number or, in the absence 
of a specific provision, the affirmative vote necessary to 
transact the type of business described in the proposed 
amendment at a meeting immediately before the effectiveness of 
the proposed amendment; or 
    (2) The specified proportion or number that would, upon 
effectiveness of the proposed amendment, be necessary to 
transact the specified type of business at a meeting. 
    (c) For corporations other than closely held corporations, 
if the articles provide for a larger proportion or number to 
transact a specified type of business at a meeting, the 
affirmative vote of that larger proportion or number is 
necessary to amend the articles to decrease the proportion or 
number necessary to transact the business.  
    Sec. 2.  [EFFECTIVE DATE.] 
    Section 1 is effective the day following final enactment. 
    Approved March 8, 1985