Office of the Revisor of Statutes
Minnesota Session Laws - 1990, Regular Session
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