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Key: (1) language to be deleted (2) new language

  

                         Laws of Minnesota 1990 

                        CHAPTER 488-S.F.No. 2483 
           An act relating to corporations; clarifying and 
          modifying provisions relating to the organization and 
          operation of nonprofit corporations; amending 
          Minnesota Statutes 1989 Supplement, sections 317A.011, 
          subdivision 15; 317A.021, subdivisions 1, 2, 4, and 7; 
          317A.111, subdivisions 3 and 4; 317A.115, subdivision 
          2; 317A.133, subdivisions 1, 2, 3, and 4; 317A.181, 
          subdivision 2; 317A.201; 317A.205; 317A.207, 
          subdivision 1; 317A.213; 317A.225; 317A.237; 317A.251, 
          subdivision 3; 317A.301; 317A.311; 317A.321; 317A.341, 
          subdivision 2; 317A.401, subdivision 4; 317A.403; 
          317A.431; 317A.435, subdivision 2; 317A.443, 
          subdivision 1; 317A.453, subdivision 3; 317A.455, 
          subdivision 3; 317A.615, subdivision 1; 317A.711, 
          subdivision 2; 317A.735, subdivisions 1 and 2; 
          317A.811, subdivisions 1, 4, and 6; 317A.821, 
          subdivisions 1 and 2; 317A.823, subdivisions 2 and 3; 
          and 354A.021, subdivision 2. 
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
    Section 1.  Minnesota Statutes 1989 Supplement, section 
317A.011, subdivision 15, is amended to read: 
    Subd. 15.  [OFFICER.] "Officer" means a person elected, 
appointed, or otherwise designated as an officer by the board or 
the members, and a person considered elected an officer under 
section 317A.321.  
     Sec. 2.  Minnesota Statutes 1989 Supplement, section 
317A.021, subdivision 1, is amended to read: 
    Subdivision 1.  [ELECTION BY CHAPTER 300, 309, OR 315 
CORPORATIONS.] A corporation incorporated under or governed by 
chapter 300, 309, or 315 that has not later become governed by 
chapter 317 may elect to be governed by this chapter. 
    Sec. 3.  Minnesota Statutes 1989 Supplement, section 
317A.021, subdivision 2, is amended to read: 
    Subd. 2.  [ELECTION BY CHAPTER 317 CORPORATIONS.] On or 
after August 1, 1989, and before January 1, 1991, a corporation 
incorporated under or governed by chapter 317 may elect to 
become governed by this chapter. 
    Sec. 4.  Minnesota Statutes 1989 Supplement, section 
317A.021, subdivision 4, is amended to read: 
    Subd. 4.  [METHOD OF ELECTION.] An election by a 
corporation to become governed by this chapter must be made by 
resolution approved by the affirmative vote of the members with 
voting rights of the same proportion that is required for 
amendment of the articles of the corporation before the 
election.  If there are no members with voting rights, the 
corporation must elect to be governed by this chapter by a 
resolution adopted by a majority vote of the directors entitled 
to vote at a special meeting of the board, with proper notice 
given.  The notice must include a statement that a purpose of 
the meeting is to consider an election to become governed by 
this chapter.  The resolution, articles of amendment, if 
required, and a certified copy of corporate documents previously 
filed with the county recorder that would be filed with the 
secretary of state under this chapter, must be filed with the 
secretary of state and are effective upon filing.  If an 
amendment of the articles is not required, the resolution must 
state that the articles of the corporation conform to the 
requirements of this chapter. 
     Sec. 5.  Minnesota Statutes 1989 Supplement, section 
317A.021, subdivision 7, is amended to read: 
    Subd. 7.  [NONELECTING NONPROFIT CORPORATIONS SUBJECT TO 
THIS CHAPTER AS OF JANUARY 1, 1991.] (a) A corporation in 
existence on January 1, 1991, that is within the scope of this 
chapter and incorporated under another statute of this state, 
other than a corporation incorporated under chapter 300, 309, or 
315 that has not later become governed by chapter 317, is 
governed by this chapter as of January 1, 1991, as though the 
corporation had been incorporated under this chapter.  The 
provisions of the articles and bylaws of the corporation that 
may be included in the articles or bylaws under this chapter 
remain in effect.  The provisions of the articles and bylaws of 
the corporation that are inconsistent with this chapter are not 
effective as of January 1, 1991.  Provisions required by this 
chapter to be contained in the articles that do not appear in 
the articles are read into them as a matter of law. 
    (b) On and after January 1, 1991, a corporation that 
elected to reject Laws 1951, chapter 500, sections 1 to 25, that 
does not elect to be governed by this entire chapter is governed 
by sections 317A.131 to 317A.151; 317A.461; and 317A.601 to 
317A.791. 
    Sec. 6.  Minnesota Statutes 1989 Supplement, section 
317A.111, subdivision 3, is amended to read: 
    Subd. 3.  [STATUTORY PROVISIONS THAT MAY BE MODIFIED IN 
ARTICLES OR BYLAWS.] The following provisions govern a 
corporation unless modified in the articles or bylaws:  
    (1) a certain method must be used for amending the articles 
(section 317A.133); 
    (2) a corporation has perpetual duration and certain powers 
(section 317A.161); 
    (3) a certain method must be used for the members to adopt, 
amend, procedures apply to the adoption, amendment, or repeal 
existing of bylaws by the members (section 317A.181); 
    (4) a director holds office until expiration of the 
director's term and election of a successor (section 317A.207); 
    (5) the term of a director filling a vacancy expires at the 
end of the term the director is filling (section 317A.207); 
    (6) the compensation of directors is fixed by the board 
(section 317A.211); 
    (7) a certain method must be used for removal of directors 
(section 317A.223); 
    (8) a certain method must be used for filling board 
vacancies (section 317A.227); 
    (9) board meetings must be held at least once per year and 
if the board fails to select a place for a board meeting, it 
must be held at the registered office (section 317A.231); 
    (10) a director may call a board meeting, and the notice of 
the meeting need not state the purpose of the meeting (section 
317A.231); 
     (11) a majority of the board is a quorum (section 
317A.235); 
     (12) the affirmative vote of the majority of directors 
present is required for board action (section 317A.237); 
     (13) a committee consists of one or more persons, who need 
not be directors, appointed by the board (section 317A.241); 
     (14) the president and treasurer have certain duties, until 
the board determines otherwise (section 317A.305); 
     (15) officers may delegate some or all of their duties and 
powers, if not prohibited by the board from doing so (section 
317A.351); 
     (16) a corporation does not have members (section 
317A.401); 
     (17) the board may determine the consideration required to 
admit members (section 317A.401); 
     (18) all members are entitled to vote and have equal rights 
and preferences in matters not otherwise provided for by the 
board or members (section 317A.401); 
     (19) memberships may not be transferred (section 317A.405); 
     (20) a corporation with voting members must hold a regular 
meeting of voting members annually (section 317A.431); 
     (21) if a specific minimum notice period has not been fixed 
by law, at least five days' notice is required for a meeting of 
members (section 317A.435); 
     (22) the board may fix a date up to 60 days before the date 
of a members meeting as the date for determination of the 
members entitled to notice of and entitled to vote at the 
meeting (section 317A.437); 
     (23) each member has one vote (section 317A.441); 
     (24) the affirmative vote of the majority of members with 
voting rights present and entitled to vote is required for 
action of the members, unless this chapter or the articles or 
bylaws require a greater vote or voting by class (section 
317A.443); 
     (25) members may take action at a meeting by voice or 
ballot, by unanimous action without a meeting, by mailed ballot, 
or by electronic communication (section 317A.443); 
     (26) the number of members required for a quorum is ten 
percent of the members entitled to vote (section 317A.451); 
     (27) certain procedures govern acceptance of member acts 
(section 317A.455); and 
     (28) indemnification of certain persons is required 
(section 317A.521).  
     Sec. 7.  Minnesota Statutes 1989 Supplement, section 
317A.111, subdivision 4, is amended to read: 
    Subd. 4.  [OPTIONAL PROVISIONS; SPECIFIC SUBJECTS.] The 
following provisions relating to the management or regulation of 
the affairs of a corporation may be included in the articles or, 
except for naming members of the first board or fixing a greater 
than majority director or member vote, in the bylaws: 
    (1) the first board of directors may be named in the 
articles (section 317A.171); 
    (2) additional qualifications for directors may be imposed 
(section 317A.205); 
    (3) terms of directors may be staggered (section 317A.207); 
    (4) the day or date, time, and place of board meetings may 
be fixed (section 317A.231); 
    (5) in addition to the president, authority to sign and 
deliver certain documents may be delegated to an officer or 
agent of the corporation (section 317A.305); 
    (6) additional officers may be designated (section 
317A.311); 
    (7) additional powers, rights, duties, and responsibilities 
may be given to officers (section 317A.311); 
    (8) a method for filling vacant offices may be specified 
(section 317A.341); 
    (9) membership criteria and procedures for admission may be 
established (section 317A.401); 
    (10) membership terms may be fixed (section 317A.401); 
    (11) a corporation may levy dues, assessments, or fees on 
members (section 317A.407); 
    (12) a corporation may buy memberships (section 317A.413); 
    (13) a corporation may have delegates with some or all the 
authority of members (section 317A.415); 
    (14) the day or date, time, and place of regular member 
meetings or the place of special meetings may be fixed (section 
317A.431); 
    (15) certain persons may be authorized to call special 
meetings of members (section 317A.433); 
    (16) notices of special member meetings may be required to 
contain certain information (section 317A.433); 
    (17) a larger than majority vote may be required for member 
action (section 317A.443); 
    (18) members may vote by proxy (section 317A.453); and 
    (19) members may enter into voting agreements (section 
317A.457). 
    Sec. 8.  Minnesota Statutes 1989 Supplement, section 
317A.115, subdivision 2, is amended to read: 
    Subd. 2.  [USE OF DECEPTIVELY SIMILAR NAME MUST BE 
DISTINGUISHABLE.] (a) A corporate name must be distinguishable 
upon the records in the office of the secretary of state from 
the name of a domestic corporation or limited partnership, a 
foreign corporation or limited partnership authorized or 
registered to do business in this state, whether profit or 
nonprofit, or a name the right to which is, at the time of 
incorporation, reserved, registered, or provided for in section 
317A.117, 302A.117, 322A.03, or sections 333.001 to 333.54, 
unless one of the following is filed with the articles:  
    (1) the written consent of the organization having the name 
that is not distinguishable; 
    (2) a certified copy of a final decree of a court in this 
state establishing the prior right of the applicant to use its 
corporate name in this state; or 
    (3) an affidavit of nonuse of the kind required by section 
302A.115, subdivision 1, paragraph (d), clause (3). 
    (b) The secretary of state shall determine whether a name 
is distinguishable from another name for purposes of this 
section and section 317A.117. 
    (c) This subdivision does not affect the right of a 
corporation existing on January 1, 1991, or a foreign 
corporation authorized to do business in this state on that 
date, to use its corporate name. 
    Sec. 9.  Minnesota Statutes 1989 Supplement, section 
317A.133, subdivision 1, is amended to read: 
    Subdivision 1.  [APPROVAL BY INCORPORATORS OR BOARD.] A 
majority of incorporators may amend the articles by written 
action if no directors are named in the original articles, if no 
directors have been elected, and if there are no members with 
voting rights.  A majority of directors may amend the articles 
if there are no members with voting rights, if members with 
voting rights have authorized the board to amend the articles 
under subdivision 3, or if the amendment merely restates the 
existing articles, as amended.  Notice of the meeting and of the 
proposed amendment must be given to the board.  An amendment 
restating the existing articles may, but need not, be submitted 
to and approved by the members as provided in subdivision 2.  
    Sec. 10.  Minnesota Statutes 1989 Supplement, section 
317A.133, subdivision 2, is amended to read: 
    Subd. 2.  [APPROVAL BY BOARD AND MEMBERS WITH VOTING 
RIGHTS.] Amendments to the articles must be approved by a 
majority of the directors and a majority of by the members with 
voting rights.  If an amendment is initiated by the directors, 
proper notice of the proposed amendment must precede a member 
meeting at which the amendment will be considered and must 
include the substance of the proposed amendment.  If an 
amendment is proposed and approved by the members, the members 
may demand a special board meeting within 60 days for 
consideration of the proposed amendment if a regular board 
meeting would not occur within 60 days. 
    Sec. 11.  Minnesota Statutes 1989 Supplement, section 
317A.133, subdivision 3, is amended to read: 
    Subd. 3.  [APPROVAL BY BOARD WHERE MEMBERS HAVE VOTING 
RIGHTS.] (a) A majority of The members with voting rights may 
authorize the board of directors, subject to paragraph (c), to 
exercise from time to time the power of amendment of the 
articles without member approval.  
    (b) When the members have authorized the board of directors 
to amend the articles, the board of directors, by a majority 
vote, unless the articles, bylaws, or the members' resolution 
authorizing the board action require a greater vote, may amend 
the articles at a meeting of the board.  Notice of the meeting 
and of the proposed amendment must be given to the board. 
    (c) A majority of The members with voting rights voting at 
a meeting duly called for the purpose, may prospectively revoke 
the authority of the board to exercise the power of the members 
to amend the articles. 
    Sec. 12.  Minnesota Statutes 1989 Supplement, section 
317A.133, subdivision 4, is amended to read: 
    Subd. 4.  [RESTRICTION OF APPROVAL METHODS.] Articles or 
bylaws may require greater than majority approval by either the 
board or approval by greater than a majority of a quorum of the 
voting members for an action under this section and may limit or 
prohibit the use of mail ballots by voting members. 
    Sec. 13.  Minnesota Statutes 1989 Supplement, section 
317A.181, subdivision 2, is amended to read: 
    Subd. 2.  [ADOPTION; AMENDMENTS.] (a) Initial bylaws may be 
adopted under section 317A.171 by the incorporators or by the 
first board.  Unless reserved by the articles to the members, 
the power to adopt, amend, or repeal the bylaws is vested in the 
board.  The power of the board is subject to the power of the 
members with voting rights under paragraph (b) to adopt, amend, 
or repeal bylaws adopted, amended, or repealed by the board.  
After the adoption of the initial bylaws and if there are 
members with voting rights, the board may not adopt, amend, or 
repeal a bylaw fixing a quorum for meetings of members, 
prescribing procedures for removing directors or filling 
vacancies in the board, or fixing the number of directors or 
their classifications, qualifications, or terms of office, but 
may adopt or amend a bylaw to increase the number of directors.  
A bylaw amendment to increase or decrease the vote required for 
a member action must be approved by the members.  
    (b) If Unless the articles or bylaws provide otherwise, at 
least 50 members with voting rights or ten percent of the 
members with voting rights, whichever is less, may propose a 
resolution for action by the members to adopt, amend, or repeal 
bylaws adopted, amended, or repealed by the board and.  The 
resolution sets forth must contain the provisions proposed for 
adoption, amendment, or repeal,.  The limitations and procedures 
for submitting, considering, and adopting the resolution are the 
same as provided in section 317A.133, for amendment of the 
articles, except that board approval is not required.  The 
articles or bylaws may impose different or additional 
requirements for the members to adopt, amend, or repeal the 
bylaws.  
    Sec. 14.  Minnesota Statutes 1989 Supplement, section 
317A.201, is amended to read: 
    317A.201 [BOARD.] 
    The business and affairs of a corporation must be managed 
by or under the direction of a board of directors.  All 
directors are entitled to vote and have equal rights and 
preferences except as otherwise provided in the articles or 
bylaws.  The members of the first board may be named in the 
articles, designated or appointed pursuant to the articles, or 
elected by the incorporators under section 317A.171.  
    Sec. 15.  Minnesota Statutes 1989 Supplement, section 
317A.205, is amended to read: 
    317A.205 [QUALIFICATIONS; ELECTION.] 
    The qualifications and method of election, designation, or 
appointment of directors may be imposed by or in the manner 
provided in the articles or bylaws, provided that directors must 
be natural persons and a majority of the directors must be 
adults.  The articles or bylaws may provide for ex officio 
directors who are directors because they hold another office or 
position.  
    Sec. 16.  Minnesota Statutes 1989 Supplement, section 
317A.207, subdivision 1, is amended to read: 
    Subdivision 1.  [LENGTH.] (a) Directors are elected, 
designated, or appointed and hold office for fixed terms 
provided for in the articles or bylaws.  A term of a director, 
other than an ex officio director, may not exceed ten years.  If 
the articles or bylaws do not provide for a fixed term, the term 
is one year.  An ex officio director serves as long as the 
director holds the office or position designated in the articles 
or bylaws. 
    (b) Unless the articles or bylaws provide otherwise, a 
director holds office until expiration of the term for which the 
director was elected or appointed and until a successor is 
elected and qualified, or until the earlier death, resignation, 
removal, or disqualification of the director. 
    (c) A decrease in the number of directors or term of office 
does not shorten an incumbent director's term. 
    (d) Except as provided in the articles or bylaws, the term 
of a director filling a vacancy expires at the end of the 
unexpired term that the director is filling. 
    Sec. 17.  Minnesota Statutes 1989 Supplement, section 
317A.213, is amended to read: 
    317A.213 [CLASSIFICATION OF DIRECTORS.] 
    (a) Except as provided in paragraph (b), directors may be 
divided into classes. 
    (b) Directors of a corporation described in section 
317A.811, subdivision 1, may not vote by class except to the 
extent that when the articles or bylaws provide that a only one 
class of directors may not vote or that not all classes of 
directors may vote on a particular matter. 
    Sec. 18.  Minnesota Statutes 1989 Supplement, section 
317A.225, is amended to read: 
    317A.225 [REMOVAL OF DESIGNATED OR APPOINTED DIRECTORS.] 
    Except as otherwise provided in the articles or bylaws, a 
designated or an appointed director may be removed without cause 
by the person designating or appointing the director.  The 
person removing the director shall do so by giving written 
notice of the removal to the director and either the presiding 
officer of the board or the corporation's president or 
secretary.  A removal is effective when the notice is effective 
unless the notice states a future effective date. 
    Sec. 19.  Minnesota Statutes 1989 Supplement, section 
317A.237, is amended to read: 
    317A.237 [ACT OF THE BOARD.] 
    The board shall take action by the affirmative vote of a 
majority of directors with voting rights present and entitled to 
vote at a duly held meeting, unless this chapter or the articles 
or bylaws require the affirmative vote of a larger proportion or 
number.  
    Sec. 20.  Minnesota Statutes 1989 Supplement, section 
317A.251, subdivision 3, is amended to read: 
    Subd. 3.  [PRESUMPTION OF ASSENT; DISSENT.] A director who 
is present at a meeting of the board when an action is approved 
by the board is presumed to have assented to the action 
approved, unless the director:  
    (1) objects at the beginning of the meeting to the 
transaction of business because the meeting is not lawfully 
called or convened and does not participate in the meeting, in 
which case the director is not considered to be present at the 
meeting for purposes of this chapter; 
    (2) votes against the action at the meeting; or 
    (3) is prohibited by the articles or bylaws or by section 
317A.255 from voting on the action.  
    Sec. 21.  Minnesota Statutes 1989 Supplement, section 
317A.301, is amended to read: 
    317A.301 [OFFICERS REQUIRED.] 
    A corporation must have one or more natural persons 
exercising the functions of the offices of president and 
treasurer, however designated.  The board shall elect or appoint 
officers, except to the extent that the articles or bylaws 
provide that the members may elect or appoint officers. 
    Sec. 22.  Minnesota Statutes 1989 Supplement, section 
317A.311, is amended to read: 
    317A.311 [OTHER OFFICERS.] 
    Except to the extent that the articles or bylaws provide 
that the members may exercise the powers under this section, the 
board may elect or appoint, in a manner set forth in the 
articles or bylaws or in a resolution adopted by the board, 
other officers or agents the board considers necessary for the 
operation and management of the corporation, each of whom has 
the powers, rights, duties, responsibilities, and terms in 
office provided for in the articles or bylaws or determined by 
the board.  
    Sec. 23.  Minnesota Statutes 1989 Supplement, section 
317A.321, is amended to read: 
    317A.321 [OFFICERS CONSIDERED ELECTED.] 
    In the absence of an election or appointment of officers by 
the board or the members, the person exercising the principal 
functions of the president or the treasurer is considered to 
have been elected to the office. 
    Sec. 24.  Minnesota Statutes 1989 Supplement, section 
317A.341, subdivision 2, is amended to read: 
    Subd. 2.  [REMOVAL.] An officer may be removed, with or 
without cause, by a resolution adopted by the board or by the 
members, whichever elected or appointed the officer.  The 
removal is without prejudice to contractual rights of the 
officer.  
    Sec. 25.  Minnesota Statutes 1989 Supplement, section 
317A.401, subdivision 4, is amended to read: 
    Subd. 4.  [RIGHTS.] Members are of one class unless the 
articles establish, or authorize the board or members bylaws to 
establish, more than one class.  Members are entitled to vote 
and have equal rights and preferences in matters not otherwise 
provided for by the board or members, unless and except to the 
extent that the articles or bylaws have fixed or limited the 
rights and preferences of members or different classes of 
members or provide for nonvoting members.  The articles or 
bylaws may fix the term of membership. 
    Sec. 26.  Minnesota Statutes 1989 Supplement, section 
317A.403, is amended to read: 
    317A.403 [MEMBERSHIP CERTIFICATES.] 
    A corporation may issue certificates showing membership in 
the corporation.  In lieu of a membership certificate, a 
corporation may issue preferred or common stock to a 
subdivision, unit, or agency of the United States or a state or 
local government that is a member of the corporation.  The Stock 
may be issued upon the terms and conditions that the board 
considers appropriate, except that it may be transferable only 
to another government subdivision, unit, or agency. 
    Sec. 27.  Minnesota Statutes 1989 Supplement, section 
317A.431, is amended to read: 
    317A.431 [REGULAR ANNUAL MEETINGS OF VOTING MEMBERS.] 
    Subdivision 1.  [FREQUENCY.] Unless the articles or bylaws 
provide otherwise, a corporation with voting members shall 
hold a regular at least an annual meeting of voting members 
annually.  
    Subd. 2.  [DEMAND BY MEMBERS.] If a regular an annual 
meeting of voting members has not been held during the preceding 
15 months, at least 50 members with voting rights or ten percent 
of the members with voting rights, whichever is less, may demand 
a regular an annual meeting of members by written notice of 
demand given to the president or the treasurer of the 
corporation.  Within 30 days after receipt of the demand, the 
board shall cause a regular meeting of members to be called and 
held at the expense of the corporation on notice no later than 
90 days after receipt of the demand at the expense of the 
corporation.  If the board fails to cause a regular meeting to 
be called and held as required by this subdivision, the members 
making the demand may call the regular meeting at the expense of 
the corporation by giving notice as required by section 317A.435 
at the expense of the corporation. 
    Subd. 3.  [TIME; PLACE.] A regular An annual meeting of 
members must be held at the time and place stated in or fixed in 
accordance with the articles or bylaws.  If a place is not 
stated or if a demand for a meeting is made under subdivision 2, 
the meeting must be held in the county where the corporation's 
registered office is located.  
    Subd. 4.  [ELECTIONS; BUSINESS.] At a regular an annual 
meeting of members:  
    (1) there must be an election of successors for directors 
elected by members who serve for an indefinite term or and whose 
terms have expired or will expire before the next regular 
meeting of the members whose terms expire at an annual meeting; 
    (2) the president and treasurer shall there must be a 
report on the activities and financial condition of the 
corporation; and 
    (3) the members shall consider and act upon other matters 
as may be raised consistent with the notice of meeting 
requirements.  
    Subd. 5.  [EFFECT OF FAILURE TO HOLD MEETING.] The failure 
to hold a meeting in accordance with a corporation's articles or 
bylaws does not affect the validity of a corporate action.  
    Sec. 28.  Minnesota Statutes 1989 Supplement, section 
317A.435, subdivision 2, is amended to read: 
    Subd. 2.  [WHEN GIVEN; CONTENTS.] In all cases where a 
specific minimum notice period has not been fixed by law, the 
notice must be given at least five days before the date of the 
meeting, or a shorter time provided in the articles or bylaws, 
and not more than 30 60 days before the date of the meeting.  
The notice must contain the date, time, and place of the 
meeting, and other information required by this chapter.  If 
proxies are permitted at the meeting, the notice must so inform 
members and state the procedure for appointing proxies.  
    Sec. 29.  Minnesota Statutes 1989 Supplement, section 
317A.443, subdivision 1, is amended to read: 
    Subdivision 1.  [GENERAL.] Unless this chapter or the 
articles or bylaws require a greater vote or voting by class, if 
a quorum is present, or if a quorum has been present at a 
meeting, the affirmative vote of the majority of the members 
with voting rights present and entitled to vote, which must also 
be a majority of the required quorum, is the act of the 
members.  A bylaw amendment to increase or decrease the vote 
required for a member action must be approved by the members. 
    Sec. 30.  Minnesota Statutes 1989 Supplement, section 
317A.453, subdivision 3, is amended to read: 
    Subd. 3.  [REVOCATION.] An appointment of a proxy is 
revocable by the member.  Appointment of a proxy is revoked by 
the person appointing the proxy by: 
    (1) attending a meeting and voting in person; or 
    (2) signing and delivering to the secretary or other 
officer or agent authorized to tabulate proxy votes either a 
writing stating that the appointment of the proxy is revoked or 
a later appointment form. 
    Sec. 31.  Minnesota Statutes 1989 Supplement, section 
317A.455, subdivision 3, is amended to read: 
    Subd. 3.  [REJECTION OF VOTE.] The corporation may reject a 
vote, consent, waiver, or proxy appointment if the secretary or 
other officer or agent authorized to tabulate votes, acting in 
good faith, has reasonable basis for doubt about the validity of 
the signature on it or about the signatory's authority to sign 
for the member.  
    Sec. 32.  Minnesota Statutes 1989 Supplement, section 
317A.615, subdivision 1, is amended to read: 
    Subdivision 1.  [CONTENTS OF ARTICLES.] Upon receiving the 
approval required by section 317A.613 and after compliance with 
section 317A.811, if applicable, articles of merger or 
consolidation must be prepared that contain: 
    (1) the plan of merger or consolidation; 
    (2) a statement that the plan has been approved by each 
corporation under this chapter; and 
    (3) if applicable, a statement that the notice to the 
attorney general required by section 317A.811 has been given and 
the waiting period has expired or has been waived by the 
attorney general or a statement that section 317A.811 is not 
applicable. 
    Sec. 33.  Minnesota Statutes 1989 Supplement, section 
317A.711, subdivision 2, is amended to read: 
    Subd. 2.  [ARTICLES OF DISSOLUTION.] (a) A majority of the 
incorporators shall sign articles of dissolution containing: 
    (1) the name of the corporation; 
    (2) the date of incorporation; 
    (3) a statement that the first board of directors has not 
been named in the articles, designated or appointed pursuant to 
the articles, or elected at an organizational meeting; 
    (4) a statement that no debts remain unpaid; and 
    (5) if applicable, a statement that notice to the attorney 
general required by section 317A.811 has been given and the 
waiting period has expired or has been waived by the attorney 
general or a statement that section 317A.811 is not applicable.  
    (b) The articles of dissolution must be filed with the 
secretary of state.  
    Sec. 34.  Minnesota Statutes 1989 Supplement, section 
317A.735, subdivision 1, is amended to read: 
    Subdivision 1.  [GENERAL.] In performing their duties under 
section 317A.725, the board, or the officers acting under the 
direction of the board, shall distribute the assets of the 
corporation in the following order of priority: 
    (1) distribution of assets received and held under a 
special condition or limit for a special use or purpose under 
subdivision 2; 
    (2) payment of costs and expenses of the dissolution 
proceedings, including attorney fees and disbursements; 
    (3) payment of debts, obligations, and liabilities of the 
corporation; 
    (4) distribution of assets pursuant to articles or bylaws 
of the dissolving corporation or the rules or canons of another 
organization under subdivision 3; and 
    (5) distribution of remaining assets under subdivision 4. 
    Sec. 35.  Minnesota Statutes 1989 Supplement, section 
317A.735, subdivision 2, is amended to read: 
    Subd. 2.  [SPECIAL CONDITIONS USE OR PURPOSE.] Assets held 
by of the corporation upon condition or subject to an executory 
or special limitation, if the condition or limitation occurs by 
reason of the dissolution of the corporation, must revert, be 
returned, transferred, or conveyed in accordance with the 
condition or limitation may not be diverted from the uses and 
purposes for which the assets have been received and held, or 
from the uses and purposes expressed or intended by the original 
donor. 
    Sec. 36.  Minnesota Statutes 1989 Supplement, section 
317A.811, subdivision 1, is amended to read: 
    Subdivision 1.  [WHEN REQUIRED.] (a) Except as provided in 
subdivision 6, the following corporations shall notify the 
attorney general of their intent to dissolve, merge, or 
consolidate, or to transfer all or substantially all of their 
assets:  
    (1) a corporation that holds assets for a public or 
charitable purpose as defined in section 501B.35, subdivision 2; 
or 
    (2) a corporation that is recognized as exempt under 
section 501(c)(3) of the Internal Revenue Code of 1986, or any 
successor section.  
    (b) The notice must include the plan of dissolution, merger 
or consolidation, or, in the case of a transfer of assets under 
section 317A.661, a list of the persons to whom the assets will 
be transferred and the terms and conditions of the transfer.:  
    (1) the purpose of the corporation that is giving the 
notice; 
    (2) a list of assets owned or held by the corporation for 
charitable purposes; 
    (3) a description of restricted assets and purposes for 
which the assets were received; 
    (4) a description of debts, obligations, and liabilities of 
the corporation; 
    (5) a description of tangible assets being converted to 
cash and the manner in which they will be sold; 
    (6) anticipated expenses of the transaction, including 
attorney fees; 
    (7) a list of persons to whom assets will be transferred, 
if known; 
    (8) the purposes of persons receiving the assets; and 
    (9) the terms, conditions, or restrictions, if any, to be 
imposed on the transferred assets. 
    The notice must be signed on behalf of the corporation by 
an authorized person. 
    Sec. 37.  Minnesota Statutes 1989 Supplement, section 
317A.811, subdivision 4, is amended to read: 
    Subd. 4.  [NOTICE AFTER TRANSFER.] When all or 
substantially all of the assets of a corporation described in 
subdivision 1 have been transferred or conveyed following 
approval by the attorney general expiration or waiver of the 
waiting period, the board shall deliver to the attorney general 
a list of persons to whom the assets were transferred or 
conveyed.  The list must include the addresses of each person 
who received assets and show what assets the person received. 
    Sec. 38.  Minnesota Statutes 1989 Supplement, section 
317A.811, subdivision 6, is amended to read: 
    Subd. 6.  [EXCEPTION.] Subdivisions 1 to 4 do not apply to 
a merger with, consolidation into, or transfer of assets to a 
corporation described in subdivision 1, clause (2), or to a 
transfer of assets to an organization recognized as exempt under 
section 501(c)(3) of the Internal Revenue Code of 1986, or any 
successor section.  A corporation that is exempt under this 
subdivision shall send a copy of the certificate of merger or 
certificate of consolidation and incorporation to the attorney 
general. 
    Sec. 39.  Minnesota Statutes 1989 Supplement, section 
317A.821, subdivision 1, is amended to read: 
    Subdivision 1.  [NOTICE FROM SECRETARY OF STATE; 
REGISTRATION REQUIRED.] (a) Before February 1, 1990, the 
secretary of state shall mail a corporate registration form by 
first-class mail to each corporation at its last registered 
office address listed in the records of the secretary of state.  
The form must include the exact legal corporate name and 
registered office address currently on file with the secretary 
of state. 
    (b) A corporation that is subject to chapter 317 shall file 
an initial corporate registration with the secretary of state 
between January 1, 1990, and December 31, 1990.  The 
registration must include the exact legal corporate name and 
registered office address of the corporation and must be signed 
by an authorized person.  If the current registered office 
address listed in the records of the secretary of state is not 
in compliance with section 317A.011, subdivision 2, or if the 
corporation has changed its registered office address to an 
address other than that listed with the secretary of state, the 
corporation shall list a new registered office address that 
complies with section 317A.011, subdivision 2, on the 
registration form.  A fee of $35 must be paid for filing the 
registered office address change, provided that a fee may not be 
charged if the registered office address is being changed only 
because of failure to comply with section 317A.011, subdivision 
2.  The new registered office address must have been approved by 
the board. 
    Sec. 40.  Minnesota Statutes 1989 Supplement, section 
317A.821, subdivision 2, is amended to read: 
    Subd. 2.  [LOSS OF GOOD STANDING; CORPORATE NAME.] A 
corporation that does not file the initial corporate 
registration required under subdivision 1 with the secretary of 
state on or before December 31, 1990, loses its good standing.  
To regain its good standing, the corporation must file the 
initial corporate registration.  If a corporation loses its good 
standing under this subdivision, its corporate name or a 
deceptively similar name that is not distinguishable may be 
registered after January 1, 1992, by another person before the 
corporation regains its good standing.  If the name or 
a deceptively similar name that is not distinguishable has been 
registered by another person, the corporation may not file its 
initial corporate registration and regain its good standing 
unless it obtains the consent of the other person as provided in 
section 317A.115, subdivision 2, or adopts a new corporate name 
that complies with section 317A.115.  
    Sec. 41.  Minnesota Statutes 1989 Supplement, section 
317A.823, subdivision 2, is amended to read: 
    Subd. 2.  [LOSS OF GOOD STANDING; CORPORATE NAME.] A 
corporation that files an initial corporate registration under 
section 317A.821 or that is incorporated on or after January 1, 
1990, and that does not file a corporate registration during a 
calendar year loses its good standing after December 31 of that 
year.  To regain its good standing, the corporation must file 
the annual corporate registration and pay a $25 fee.  If a 
corporation loses its good standing under this subdivision, its 
corporate name or a deceptively similar name that is not 
distinguishable may be registered by another person before the 
corporation regains its good standing.  If the name or 
a deceptively similar name that is not distinguishable has been 
registered by another person, the corporation may not file its 
corporate registration and regain its good standing unless it 
obtains the consent of the other person as provided in section 
317A.115, subdivision 2, or adopts a new corporate name that 
complies with section 317A.115.  
    Sec. 42.  Minnesota Statutes 1989 Supplement, section 
317A.823, subdivision 3, is amended to read: 
    Subd. 3.  [NOTICE; DISSOLUTION.] If a corporation fails to 
file a report required under this section for two three 
consecutive calendar years, the secretary of state shall give 
notice to the corporation by first-class mail at its registered 
office that it has violated this section and is subject to 
dissolution under section 317A.827 if the delinquent 
registrations are not filed with a $35 $25 fee within 60 days 
after the mailing of the notice.  A corporation that fails to 
file the delinquent annual registrations within the 60 days is 
dissolved under section 317A.827.  
    Sec. 43.  Minnesota Statutes 1989 Supplement, section 
354A.021, subdivision 2, is amended to read: 
    Subd. 2.  [ORGANIZATION.] Each teachers retirement fund 
association shall be organized and governed pursuant to this 
chapter and chapter 317A, except that each association shall be 
deemed to be a nonprofit corporation without coming within the 
definition in section 317A.011, subdivision 7 6.  Any corporate 
action of any teachers retirement fund association taken prior 
to April 9, 1976, shall be deemed to be valid if it conformed 
with Minnesota Statutes 1976, chapter 317 or 354A, or Revised 
Laws 1905, chapter 58, as amended through April 9, 1976. 
     Sec. 44.  [EFFECTIVE DATE.] 
    Sections 1 to 31 and 37 to 43 are effective the day 
following final enactment. 
    Presented to the governor April 24, 1990 
    Signed by the governor April 24, 1990, 9:27 p.m.

Official Publication of the State of Minnesota Revisor of Statutes