Minnesota Session Laws - 1987, Regular Session

  

                         Laws of Minnesota 1987 

                          CHAPTER 2-H.F.No. 34 
           An act relating to corporations; providing for 
          modification of liability of directors; amending 
          Minnesota Statutes 1986, sections 302A.111, 
          subdivision 4; and 302A.251, by adding a subdivision. 
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
    Section 1.  Minnesota Statutes 1986, section 302A.111, 
subdivision 4, is amended to read:  
    Subd. 4.  [OPTIONAL PROVISIONS; SPECIFIC SUBJECTS.] The 
following provisions relating to the management of the business 
or the regulation of the affairs of a corporation may be 
included either in the articles or, except for naming members of 
the first board, fixing a greater than majority director or 
shareholder vote, or giving or prescribing the manner of giving 
voting rights to persons other than shareholders otherwise than 
pursuant to the articles, or eliminating or limiting a 
director's personal liability, in the bylaws: 
    (a) The members of the first board may be named in the 
articles (section 302A.201, subdivision 1); 
    (b) A manner for increasing or decreasing the number of 
directors may be provided (section 302A.203); 
    (c) Additional qualifications for directors may be imposed 
(section 302A.205); 
    (d) Directors may be classified (section 302A.213); 
    (e) The day or date, time, and place of board meetings may 
be fixed (section 302A.231, subdivision 1); 
    (f) Absent directors may be permitted to give written 
consent or opposition to a proposal (section 302A.233); 
    (g) A larger than majority vote may be required for board 
action (section 302A.237); 
    (h) Authority to sign and deliver certain documents may be 
delegated to an officer or agent of the corporation other than 
the chief executive officer (section 302A.305, subdivision 2); 
    (i) Additional officers may be designated (section 
302A.311); 
    (j) Additional powers, rights, duties, and responsibilities 
may be given to officers (section 302A.315); 
    (k) A method for filling vacant offices may be specified 
(section 302A.341, subdivision 3); 
    (l) A certain officer or agent may be authorized to sign 
share certificates (section 302A.417, subdivision 2); 
    (m) The transfer or registration of transfer of securities 
may be restricted (section 302A.429); 
    (n) The day or date, time, and place of regular shareholder 
meetings may be fixed (section 302A.431, subdivision 3); 
    (o) Certain persons may be authorized to call special 
meetings of shareholders (section 302A.433, subdivision 1); 
    (p) Notices of shareholder meetings may be required to 
contain certain information (section 302A.435, subdivision 3); 
    (q) A larger than majority vote may be required for 
shareholder action (section 302A.437); 
    (r) Voting rights may be granted in or pursuant to the 
articles to persons who are not shareholders (section 302A.445, 
subdivision 4); 
    (s) Corporate actions giving rise to dissenter rights may 
be designated (section 302A.471, subdivision 1, clause (e)); and 
    (t) The rights and priorities of persons to receive 
distributions may be established (section 302A.551); and 
    (u) A director's personal liability to the corporation or 
its shareholders for monetary damages for breach of fiduciary 
duty as a director may be eliminated or limited in the articles 
(section 302A.251, subdivision 4). 
    Sec. 2.  Minnesota Statutes 1986, section 302A.251, is 
amended by adding a subdivision to read: 
     Subd. 4.  [ELIMINATION OR LIMITATION OF LIABILITY.] A 
director's personal liability to the corporation or its 
shareholders for monetary damages for breach of fiduciary duty 
as a director may be eliminated or limited in the articles.  The 
articles shall not eliminate or limit the liability of a 
director: 
     (a) for any breach of the director's duty of loyalty to the 
corporation or its shareholders; 
     (b) for acts or omissions not in good faith or that involve 
intentional misconduct or a knowing violation of law; 
    (c) under section 302A.559 or 80A.23; 
     (d) for any transaction from which the director derived an 
improper personal benefit; or 
    (e) for any act or omission occurring prior to the date 
when the provision in the articles eliminating or limiting 
liability becomes effective. 
     Sec. 3.  [EFFECTIVE DATE.] 
     Sections 1 and 2 are effective the day following final 
enactment. 
    Approved February 25, 1987