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Minnesota Legislature

Office of the Revisor of Statutes

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

                             CHAPTER 10-S.F.No. 315 
                  An act relating to business organizations; making 
                  technical changes applicable to business corporations 
                  and limited liability companies; permitting mergers of 
                  domestic corporations and limited liability companies; 
                  regulating filings with the secretary of state; 
                  amending Minnesota Statutes 1996, sections 302A.011, 
                  subdivisions 11, 30, 38, 39, 50, 53, and by adding 
                  subdivisions; 302A.111, subdivision 4; 302A.115, 
                  subdivision 1; 302A.171, subdivision 2; 302A.223, 
                  subdivision 5; 302A.401, subdivision 3; 302A.402, 
                  subdivision 3; 302A.405, subdivision 1; 302A.409, 
                  subdivision 4; 302A.413, by adding a subdivision; 
                  302A.417, subdivision 7; 302A.423, subdivision 2; 
                  302A.429, subdivision 2; 302A.437, subdivision 2; 
                  302A.445, subdivision 1; 302A.449, subdivision 1; 
                  302A.457, subdivision 2; 302A.461, subdivision 1; 
                  302A.471, subdivision 3; 302A.473, subdivision 3; 
                  302A.521, subdivisions 4 and 9; 302A.601, subdivision 
                  4; 302A.611; 302A.613, subdivisions 1 and 2; 302A.615; 
                  302A.621, subdivision 6; 302A.631; 302A.641, 
                  subdivision 2; 302A.651; 302A.671, subdivision 3; 
                  302A.673, subdivision 3; 302A.675; 308A.005, by adding 
                  subdivisions; 317A.011, subdivisions 8 and 19; 
                  322A.01; 322B.03, subdivisions 18 and 45; 322B.11; 
                  322B.115, subdivisions 1 and 4; 322B.12, subdivision 
                  1; 322B.20, subdivision 2; 322B.313, subdivision 2; 
                  322B.33, by adding a subdivision; 322B.346, 
                  subdivision 2; 322B.356, subdivision 1; 322B.363, 
                  subdivision 1; 322B.37, subdivisions 1 and 3; 
                  322B.383, subdivision 1, and by adding a subdivision; 
                  322B.386, subdivision 3; 322B.699, subdivision 9; 
                  322B.70, subdivisions 1 and 2; 322B.72, subdivisions 2 
                  and 3; 322B.74, subdivisions 1 and 2; 322B.80, 
                  subdivision 1; 323.02, by adding subdivisions; and 
                  333.001, subdivision 5, and by adding subdivisions; 
                  repealing Minnesota Statutes 1996, section 302A.011, 
                  subdivision 33. 
        BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
                                   ARTICLE 1 
                    TECHNICAL CHANGES; BUSINESS CORPORATIONS
           Section 1.  Minnesota Statutes 1996, section 302A.011, 
        subdivision 11, is amended to read: 
           Subd. 11.  [FILED WITH THE SECRETARY OF STATE.] "Filed with 
        the secretary of state" means that an original of a document 
        meeting the applicable requirements of this chapter, signed and 
        accompanied by a filing fee of $35, has been delivered to the 
        secretary of state of this state.  The secretary of state shall 
        endorse on the original document the word "Filed" and the month, 
        day, and year, and time of filing, record the document in the 
        office of the secretary of state, and return the a document to 
        the person who delivered it for filing. 
           Sec. 2.  Minnesota Statutes 1996, section 302A.011, 
        subdivision 30, is amended to read: 
           Subd. 30.  [SIGNED.] (a) "Signed" means that the signature 
        of a person has been written on a document, as provided in 
        section 645.44, subdivision 14, and, with respect to a document 
        required by this chapter to be filed with the secretary of 
        state, means that the document has been signed by a person 
        authorized to do so by this chapter, the articles or bylaws, or 
        a resolution approved by the affirmative vote of the required 
        proportion or number of the directors as required by section 
        302A.237 or the holders of the required proportion or number of 
        the voting power of the shares present and entitled to 
        vote shareholders as required by section 302A.437. 
           (b) A signature on a document not required by this chapter 
        to be filed with the secretary of state may be a facsimile 
        affixed, engraved, printed, placed, stamped with indelible ink, 
        transmitted by facsimile or electronically, or in any other 
        manner reproduced on the document. 
           Sec. 3.  Minnesota Statutes 1996, section 302A.011, 
        subdivision 38, is amended to read: 
           Subd. 38.  [CONTROL SHARE ACQUISITION.] "Control share 
        acquisition" means an acquisition, directly or indirectly, by an 
        acquiring person of beneficial ownership of shares of an issuing 
        public corporation that, except for section 302A.671, would, 
        when added to all other shares of the issuing public corporation 
        beneficially owned by the acquiring person, entitle the 
        acquiring person, immediately after the acquisition, to exercise 
        or direct the exercise of a new range of voting power within any 
        of the ranges specified in section 302A.671, subdivision 2, 
        paragraph (d), but does not include any of the following:  
           (a) an acquisition before, or pursuant to an agreement 
        entered into before, August 1, 1984; 
           (b) an acquisition by a donee pursuant to an inter vivos 
        gift not made to avoid section 302A.671 or by a distributee as 
        defined in section 524.1-201, clause (10); 
           (c) an acquisition pursuant to a security agreement not 
        created to avoid section 302A.671; 
           (d) an acquisition under sections 302A.601 to 302A.661, if 
        the issuing public corporation is a party to the transaction; 
           (e) an acquisition from the issuing public corporation; 
           (f) an acquisition for the benefit of others by a person 
        acting in good faith and not made to avoid section 302A.671, to 
        the extent that the person may not exercise or direct the 
        exercise of the voting power or disposition of the shares except 
        upon the instruction of others; 
           (g) an acquisition pursuant to a savings, employee stock 
        ownership, or other employee benefit plan of the issuing public 
        corporation or any of its subsidiaries, or by a fiduciary of the 
        plan acting in a fiduciary capacity pursuant to the plan; or 
           (h) an acquisition subsequent to January 1, 1991, pursuant 
        to an offer to purchase for cash pursuant to a tender offer all 
        shares of the voting stock of the issuing public corporation: 
           (i) which has been approved by a majority vote of the 
        members of a committee comprised of the disinterested members of 
        the board of the issuing public corporation formed pursuant to 
        section 302A.673, subdivision 1, paragraph (d), before the 
        commencement of, or the public announcement of the intent to 
        commence, the tender offer; and 
           (ii) pursuant to which the acquiring person will become the 
        owner of over 50 percent of the voting stock of the issuing 
        public corporation outstanding at the time of the transaction. 
           For purposes of this subdivision, shares beneficially owned 
        by a plan described in clause (g), or by a fiduciary of a plan 
        described in clause (g) pursuant to the plan, are not deemed to 
        be beneficially owned by a person who is a fiduciary of the 
        plan.  All shares the beneficial ownership of which is acquired 
        within a 120-day period, and all shares the beneficial ownership 
        of which is acquired pursuant to a plan to make a control share 
        acquisition, shall be deemed to have been acquired in the same 
        acquisition.  
           Sec. 4.  Minnesota Statutes 1996, section 302A.011, 
        subdivision 39, is amended to read: 
           Subd. 39.  [ISSUING PUBLIC CORPORATION.] "Issuing public 
        corporation" means a corporation which has at least 50 
        shareholders. either:  (1) a publicly held corporation that has 
        at least 50 shareholders; or (2) any other corporation that has 
        at least 100 shareholders, provided that if, before January 1, 
        1998, a corporation that has at least 50 shareholders elects to 
        be an issuing public corporation by express amendment contained 
        in the articles or bylaws, including bylaws approved by the 
        board, that corporation is an issuing public corporation if it 
        has at least 50 shareholders. 
           Sec. 5.  Minnesota Statutes 1996, section 302A.011, 
        subdivision 50, is amended to read: 
           Subd. 50.  [MARKET VALUE.] "Market value," when used in 
        reference to shares or other property of any corporation, means 
        the following:  
           (1) in the case of shares, the average closing sale price 
        of a share on the composite tape for New York Stock Exchange 
        listed shares during the 30 trading days immediately preceding 
        the date in question or, with respect to the references in 
        section 302A.553, subdivision 3, if a person or persons selling 
        the shares have commenced a tender offer or have announced an 
        intention to seek control of the corporation, during the 30 
        trading days preceding the earlier of the commencement of the 
        tender offer or the making of the announcement, or, if the 
        shares are not quoted on the composite tape or not listed on the 
        New York Stock Exchange, on the principal United States 
        securities exchange registered under the Securities Exchange Act 
        of 1934 on which the shares are listed, or, if the shares are 
        not listed on any such exchange, on the National Association of 
        Securities Dealers, Inc. Automated Quotations NASDAQ National 
        Market System, or, if the shares are not quoted on the National 
        Association of Securities Dealers, Inc. Automated 
        Quotations NASDAQ National Market System, the average closing 
        bid quotation during the 30 trading days preceding the purchase 
        of the shares in question of a share on the National Association 
        of Securities Dealers, Inc. Automated Quotations System NASDAQ 
        Small Cap Market, or any system then in use, or, with respect to 
        the reference in section 302A.553, subdivision 3, if the person 
        or persons selling the shares shall have commenced a tender 
        offer or have announced an intention to seek control of the 
        corporation, during the 30 trading days preceding the earlier of 
        the commencement of the tender offer or the making of the 
        announcement, provided that if no quotation is available, the 
        market value is the fair market value on the date in question of 
        the shares as determined in good faith by the board of the 
        corporation; 
           (2) in the case of property other than cash or shares, the 
        fair market value of the property on the date in question as 
        determined in good faith by the board of the corporation. 
           Sec. 6.  Minnesota Statutes 1996, section 302A.011, 
        subdivision 53, is amended to read: 
           Subd. 53.  [TAKEOVER OFFER.] (a) "Takeover offer" means an 
        offer to acquire shares of an issuing public corporation from a 
        shareholder pursuant to a tender offer or request or invitation 
        for tenders, if, after the acquisition of all shares acquired 
        pursuant to the offer: 
           (1) the offeror would be directly or indirectly a 
        beneficial owner of more than ten percent of any class or series 
        of the outstanding shares of the issuing public corporation and 
        was directly or indirectly the beneficial owner of ten percent 
        or less of that class or series of the outstanding shares of the 
        issuing public corporation before commencement of the offer; or 
           (2) the beneficial ownership by the offeror of any class or 
        series of the outstanding shares of the issuing public 
        corporation would be increased by more than ten percent of that 
        class or series and the offeror was directly or indirectly the 
        beneficial owner of ten percent or more of any class or series 
        of the outstanding shares of the issuing public corporation 
        before commencement of the offer.  
           (b) Takeover offer does not include: 
           (1) an offer in connection with the acquisition of a share 
        which, together with all other acquisitions by the offeror of 
        shares of the same class or series of shares of the issuer, 
        would not result in the offeror having acquired more than two 
        percent of this that class or series during the preceding 
        12-month period; 
           (2) an offer by the issuer to acquire its own shares unless 
        the offer is made during the pendency of a takeover offer by a 
        person who is not an associate or affiliate of the issuer; 
           (3) an offer in which the issuing public corporation is an 
        insurance company subject to regulation by the commissioner of 
        commerce, a financial institution regulated by the commissioner, 
        or a public service utility subject to regulation by the public 
        utilities commission. 
           Sec. 7.  Minnesota Statutes 1996, section 302A.111, 
        subdivision 4, is amended to read: 
           Subd. 4.  [OPTIONAL PROVISIONS; SPECIFIC SUBJECTS.] The 
        provisions in paragraphs (a), (g), (q), (r), and (u) may be 
        included in the articles. 
           The following provisions relating to the management of the 
        business or the regulation of the affairs of a corporation in 
        paragraphs (b) to (f), (h) to (p), (s), and (t) 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.311); 
           (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)); 
           (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). 
           Nothing in this subdivision limits the right of the board, 
        by resolution, to take an action that may be included in the 
        bylaws under this subdivision without including it in the 
        bylaws, unless it is required to be included in the bylaws by 
        another provision of this chapter. 
           Sec. 8.  Minnesota Statutes 1996, 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 a legal 
        business purpose; 
           (d) Shall be distinguishable upon the records in the office 
        of the secretary of state from the name of each domestic 
        corporation, limited partnership, limited liability partnership, 
        and limited liability company, whether profit or nonprofit, and 
        each foreign corporation, limited partnership, limited liability 
        partnership, and limited liability company authorized or 
        registered to do business in this state, whether profit or 
        nonprofit, and each name the right to which is, at the time of 
        incorporation, reserved as provided for in sections 302A.117, 
        322A.03, 322B.125, 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, 
        limited partnership, limited liability partnership, or limited 
        liability company, or the foreign corporation, limited 
        partnership, limited liability partnership, or limited liability 
        company 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 a 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 the use 
        of the name in this state; or 
           (3) The applicant's affidavit that the corporation, limited 
        partnership, or limited liability company with the name that is 
        not distinguishable has been incorporated or on file in this 
        state for at least three years prior to the affidavit, if it is 
        a domestic corporation, limited partnership, or limited 
        liability company, 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, limited partnership, 
        or limited liability company, 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; that the corporation, limited 
        partnership, or limited liability company or holder has not 
        during the three-year period before the affidavit filed any 
        document with the secretary of state; that the applicant has 
        mailed written notice to the corporation, limited partnership, 
        or limited liability company 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 limited 
        liability company 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, stating 
        that the applicant intends to use a name that is not 
        distinguishable and the notice has been returned to the 
        applicant as undeliverable to the addressee corporation, limited 
        partnership, limited liability company, 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, limited partnership, or limited liability company 
        with the name that is not distinguishable in the county in which 
        is located the registered office of the corporation, limited 
        partnership, or limited liability company 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, limited partnership, 
        limited liability company, 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. 9.  Minnesota Statutes 1996, section 302A.171, 
        subdivision 2, is amended to read: 
           Subd. 2.  [MEETING.] After the filing of articles of 
        incorporation, the incorporators or the directors named in the 
        articles shall either hold an organizational meeting at the call 
        of a majority of the incorporators or of the directors named in 
        the articles, or take written action, for the purposes of 
        transacting business and taking actions necessary or appropriate 
        to complete the organization of the corporation, including, 
        without limitation, amending the articles, electing directors, 
        adopting bylaws, electing officers, adopting banking 
        resolutions, authorizing or ratifying the purchase, lease, or 
        other acquisition of suitable space, furniture, furnishings, 
        supplies, and materials, approving a corporate seal, approving 
        forms of certificates or transaction statements for shares of 
        the corporation, adopting a fiscal year for the corporation, 
        accepting subscriptions for and issuing shares of the 
        corporation, and making any appropriate tax elections.  If a 
        meeting is held, the person or persons calling the meeting shall 
        give at least three days notice of the meeting to each 
        incorporator or director named, stating the date, time, and 
        place of the meeting.  Incorporators and directors may waive 
        notice of an organizational meeting in the same manner that a 
        director may waive notice of meetings of the board pursuant to 
        section 302A.231, subdivision 5. 
           Sec. 10.  Minnesota Statutes 1996, section 302A.223, 
        subdivision 5, is amended to read: 
           Subd. 5.  [ELECTION OF REPLACEMENTS.] New directors may be 
        elected at a meeting at which directors are removed.  If the 
        corporation allows cumulative voting and a shareholder notifies 
        the presiding officer at any time prior to the election of new 
        directors of intent to cumulate the votes of the shareholder, 
        the presiding officer shall announce before the election that 
        cumulative voting is in effect, and shareholders shall cumulate 
        their votes as provided in section 302A.215, subdivision 1, 
        clause (b).  
           Sec. 11.  Minnesota Statutes 1996, section 302A.401, 
        subdivision 3, is amended to read: 
           Subd. 3.  [PROCEDURE FOR FIXING TERMS.] (a) Subject to any 
        restrictions in the articles, the power granted in subdivision 2 
        may be exercised by a resolution or resolutions approved by the 
        affirmative vote of a majority of the directors present required 
        by section 302A.237 establishing a class or series, setting 
        forth the designation of the class or series, and fixing the 
        relative rights and preferences of the class or series.  Any of 
        the rights and preferences of a class or series established in 
        the articles or by resolution of the directors:  
           (1) may be made dependent upon facts ascertainable outside 
        the articles, or outside the resolution or resolutions 
        establishing the class or series, provided that the manner in 
        which the facts operate upon the rights and preferences of the 
        class or series is clearly and expressly set forth in the 
        articles or in the resolution or resolutions establishing the 
        class or series; and 
           (2) may incorporate by reference some or all of the terms 
        of any agreements, contracts, or other arrangements entered into 
        by the issuing corporation in connection with the establishment 
        of the class or series if the corporation retains at its 
        principal executive office a copy of the agreements, contracts, 
        or other arrangements or the portions incorporated by reference. 
           (b) A statement setting forth the name of the corporation 
        and the text of the resolution and certifying the adoption of 
        the resolution and the date of adoption shall be filed with the 
        secretary of state before the issuance of any shares for which 
        the resolution creates rights or preferences not set forth in 
        the articles; provided, however, where the shareholders have 
        received notice of the creation of shares with rights or 
        preferences not set forth in the articles before the issuance of 
        the shares, the statement may be filed any time within one year 
        after the issuance of the shares.  The resolution is effective 
        when the statement has been filed with the secretary of state; 
        or, if it is not required to be filed with the secretary of 
        state before the issuance of shares, on the date of its adoption 
        by the directors. 
           (c) A statement filed with the secretary of state in 
        accordance with paragraph (b) is not considered an amendment of 
        the articles for purposes of sections 302A.137 and 302A.471. 
           Sec. 12.  Minnesota Statutes 1996, section 302A.402, 
        subdivision 3, is amended to read: 
           Subd. 3.  [BY ACTION OF BOARD ALONE; FILING OF ARTICLES OF 
        AMENDMENT.] (a) Subject to the restrictions provided in 
        subdivision 2 or any restrictions in the articles, a share 
        dividend, division, or combination may be effected by action of 
        the board alone, without the approval of shareholders under 
        sections 302A.135 and 302A.137.  In effecting a division or 
        combination under this subdivision, the board may amend the 
        articles to increase or decrease the par value of shares, 
        increase or decrease the number of authorized shares, and make 
        any other change necessary or appropriate to assure that the 
        rights or preferences of the holders of outstanding shares of 
        any class or series will not be adversely affected by the 
        division or combination. 
           (b) If a division or combination that includes an amendment 
        of the articles is effected under this subdivision, then 
        articles of amendment must be prepared that contain the 
        information required by section 302A.139 and a statement that 
        the amendment will not adversely affect the rights or 
        preferences of the holders of outstanding shares of any class or 
        series and will not result in the percentage of authorized 
        shares of any class or series that remains unissued after the 
        division or combination exceeding the percentage of authorized 
        shares of that class or series that were unissued before the 
        division or combination. 
           Sec. 13.  Minnesota Statutes 1996, section 302A.405, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [CONSIDERATION; PROCEDURE.] Subject to any 
        restrictions in the articles: 
           (a) Shares may be issued for any consideration, including, 
        without limitation, money or other tangible or intangible 
        property received by the corporation or to be received by the 
        corporation under a written agreement, or services rendered to 
        the corporation or to be rendered to the corporation under a 
        written agreement, as authorized by resolution approved by the 
        affirmative vote of a majority of the directors present required 
        by section 302A.237, or, if provided for in the articles, 
        approved by the affirmative vote of the holders of a majority of 
        the voting power of the shares present shareholders required by 
        section 302A.437, establishing a price in money or other 
        consideration, or a minimum price, or a general formula or 
        method by which the price will be determined; and 
           (b) Upon authorization in accordance with section 302A.402, 
        the A corporation may, without any new or additional 
        consideration, issue its own shares in exchange for or in 
        conversion of its outstanding shares, or, subject to 
        authorization of share dividends, divisions, and combinations 
        according to section 302A.402, issue its own shares pro rata to 
        its shareholders or the shareholders of one or more classes or 
        series, to effectuate share dividends, divisions, or 
        combinations.  No shares of a class or series, shares of which 
        are then outstanding, shall be issued to the holders of shares 
        of another class or series (except in exchange for or in 
        conversion of outstanding shares of the other class or series), 
        unless the issuance either is expressly provided for in the 
        articles or is approved at a meeting by the affirmative vote of 
        the holders of a majority of the voting power of all shares of 
        the same class or series as the shares to be issued. 
           Sec. 14.  Minnesota Statutes 1996, section 302A.409, 
        subdivision 4, is amended to read: 
           Subd. 4.  [TERMS SET FORTH.] The instrument evidencing the 
        right to purchase or, if no instrument exists, a transaction 
        statement written agreement, shall set forth in full, summarize, 
        or incorporate by reference all the terms, provisions, and 
        conditions applicable to the right to purchase.  
           Sec. 15.  Minnesota Statutes 1996, section 302A.413, is 
        amended by adding a subdivision to read: 
           Subd. 10.  [CONTRACTUAL RIGHTS.] A denial or limitation of 
        preemptive rights otherwise provided in this section does not 
        limit the power of a corporation to grant first refusal rights 
        or other rights to purchase from the corporation shares or other 
        securities of the corporation to shareholders, subscribers, or 
        other persons before they are offered to, or acquired by, any 
        other person. 
           Sec. 16.  Minnesota Statutes 1996, section 302A.417, 
        subdivision 7, is amended to read: 
           Subd. 7.  [UNCERTIFICATED SHARES.] Unless uncertificated 
        shares are prohibited by the articles or bylaws, a resolution 
        approved by the affirmative vote of a majority of the directors 
        present may provide that some or all of any or all classes and 
        series of its shares will be uncertificated shares.  The 
        resolution does not apply to shares represented by a certificate 
        until the certificate is surrendered to the corporation.  Within 
        a reasonable time after the issuance or transfer of 
        uncertificated shares, the corporation shall send to the new 
        shareholder the information required by this section to be 
        stated on certificates.  This information is not required to be 
        sent to the new shareholder by a publicly held corporation that 
        has adopted a system of issuance, recordation, and transfer of 
        its shares by electronic or other means not involving an 
        issuance of certificates if the system complies with section 174 
        of the Securities Exchange Act of 1934.  Except as otherwise 
        expressly provided by statute, the rights and obligations of the 
        holders of certificated and uncertificated shares of the same 
        class and series are identical. 
           Sec. 17.  Minnesota Statutes 1996, section 302A.423, 
        subdivision 2, is amended to read: 
           Subd. 2.  [RESTRICTIONS; RIGHTS.] A corporation shall not 
        pay money for fractional shares if that action would result in 
        the cancellation of more than 20 percent of the outstanding 
        shares of a class or series.  A determination by the board of 
        the fair value of fractions of a share is conclusive in the 
        absence of fraud.  A certificate certificated or a transaction 
        statement for a uncertificated fractional share does, but scrip 
        or warrants do not unless they provide otherwise, entitle the 
        shareholder to exercise voting rights or to receive 
        distributions.  The board may cause scrip or warrants to be 
        issued subject to the condition that they become void if not 
        exchanged for full shares before a specified date, or that the 
        shares for which scrip or warrants are exchangeable may be sold 
        by the corporation and the proceeds distributed to the holder of 
        the scrip or warrants, or to any other condition or set of 
        conditions the board may impose.  
           Sec. 18.  Minnesota Statutes 1996, section 302A.429, 
        subdivision 2, is amended to read: 
           Subd. 2.  [RESTRICTIONS PERMITTED.] A written restriction 
        on the transfer or registration of transfer of securities of a 
        corporation that is not manifestly unreasonable under the 
        circumstances and is either:  (1) noted conspicuously on the 
        face or back of the certificate; or transaction statement (2) 
        included in information sent to the holders of uncertificated 
        shares in accordance with section 302A.417, subdivision 7, may 
        be enforced against the holder of the restricted securities or a 
        successor or transferee of the holder, including a pledgee or a 
        legal representative.  Unless noted conspicuously on the face or 
        back of the certificate or transaction statement included in 
        information sent to the holders of uncertificated shares in 
        accordance with section 302A.417, subdivision 7, a restriction, 
        even though permitted by this section, is ineffective against a 
        person without knowledge of the restriction.  A restriction 
        under this section is deemed to be noted conspicuously and is 
        effective if the existence of the restriction is stated on the 
        certificate and reference is made to a separate document 
        creating or describing the restriction.  
           Sec. 19.  Minnesota Statutes 1996, section 302A.437, 
        subdivision 2, is amended to read: 
           Subd. 2.  [VOTING BY CLASS OR SERIES.] In any case where a 
        class or series of shares is entitled by this chapter, the 
        articles, the bylaws, or the terms of the shares to vote as a 
        class or series, the matter being voted upon must also receive 
        the affirmative vote of the holders of the same proportion of 
        the shares present of that class or series, or of the total 
        outstanding shares of that class or series, as the proportion 
        required pursuant to subdivision 1, unless the articles require 
        a larger proportion.  Unless otherwise stated in the articles or 
        bylaws in the case of voting as a class or series, the minimum 
        percentage of the total number of shares of the class or series 
        which must be present shall be equal to the minimum percentage 
        of all outstanding shares entitled to vote required to be 
        present under section 302A.443.  
           Sec. 20.  Minnesota Statutes 1996, section 302A.445, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [DETERMINATION.] The board may fix, or 
        authorize an officer to fix, a date not more than 60 days, or a 
        shorter time period provided in the articles or bylaws, before 
        the date of a meeting of shareholders as the date for the 
        determination of the holders of shares entitled to notice of and 
        entitled to vote at the meeting.  When a date is so fixed, only 
        shareholders on that date are entitled to notice of and 
        permitted to vote at that meeting of shareholders. 
           Sec. 21.  Minnesota Statutes 1996, section 302A.449, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [AUTHORIZATION.] (a) A shareholder may cast 
        or authorize the casting of a vote by filing a written 
        appointment of a proxy, signed by the shareholder, with an 
        officer of the corporation at or before the meeting at which the 
        appointment is to be effective.  A written In addition, a 
        shareholder of a publicly held corporation may cast or authorize 
        the casting of a vote by a proxy by transmitting to the 
        corporation or the corporation's duly authorized agent before 
        the meeting, an appointment of a proxy may be signed by the 
        shareholder or authorized by the shareholder by transmission of 
        a telegram, cablegram, or other means of electronic 
        transmission, provided that the corporation has no reason to 
        believe that the telegram, cablegram, or other electronic 
        transmission was not authorized by the shareholder.  Any by 
        means of a telegram, cablegram, or any other form of electronic 
        transmission, including telephonic transmission, whether or not 
        accompanied by written instructions of the shareholder.  The 
        electronic transmission must set forth or be submitted with 
        information from which it can be determined that the appointment 
        was authorized by the shareholder.  If it is determined that a 
        telegram, cablegram, or other electronic transmission is valid, 
        the inspectors of election or, if there are no inspectors, the 
        other persons making that determination shall specify the 
        information upon which they relied to make that determination. 
           (b) A copy, facsimile telecommunication, or other 
        reproduction of the original writing or transmission may be 
        substituted or used in lieu of the original writing or 
        transmission for any purpose for which the original writing or 
        transmission could be used, provided that the copy, facsimile 
        telecommunication, or other reproduction is a complete and 
        legible reproduction of the entire original writing or 
        transmission.  
           (c) An appointment of a proxy for shares held jointly by 
        two or more shareholders is valid if signed or otherwise 
        authorized by any one of them, unless the corporation receives 
        from any one of those shareholders written notice either denying 
        the authority of that person to appoint a proxy or appointing a 
        different proxy.  
           Sec. 22.  Minnesota Statutes 1996, section 302A.457, 
        subdivision 2, is amended to read: 
           Subd. 2.  [METHOD OF APPROVAL; ENFORCEABILITY; COPIES.] (a) 
        A written agreement among persons described in subdivision 1 
        that relates to the control of or the liquidation and 
        dissolution of the corporation, the relations among them, or any 
        phase of the business and affairs of the corporation, including, 
        without limitation, the management of its business, the 
        declaration and payment of distributions, the election of 
        directors or officers, the employment of shareholders by the 
        corporation, or the arbitration of disputes, is valid and 
        specifically enforceable, if the agreement is signed by all 
        persons who are then the shareholders of the corporation, 
        whether or not the shareholders all have voting shares, and the 
        subscribers for shares, whether or not voting shares, to be 
        issued. 
           (b) The agreement is enforceable by the persons described 
        in subdivision 1 who are parties to it and is binding upon and 
        enforceable against only those persons and other persons having 
        knowledge of the existence of the agreement.  A copy of the 
        agreement shall be filed with the corporation.  The existence 
        and location of a copy of the agreement shall be noted 
        conspicuously on the face or back of each certificate for shares 
        issued by the corporation and on each transaction statement 
        included in information sent to the holders of uncertificated 
        shares according to section 302A.417, subdivision 7. 
           (c) A shareholder, a beneficial owner of shares, or another 
        person having a security interest in shares has the right upon 
        written demand to obtain a copy of the agreement from the 
        corporation at the expense of the corporation. 
           Sec. 23.  Minnesota Statutes 1996, section 302A.461, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [SHARE REGISTER; DATES OF ISSUANCE.] (a) A 
        corporation shall keep at its principal executive office, or at 
        another place or places within the United States determined by 
        the board, a share register not more than one year old, 
        containing the names and addresses of the shareholders and the 
        number and classes of shares held by each shareholder.  
           (b) A corporation shall also keep, at its principal 
        executive office, or at another place or places within the 
        United States determined by the board, a record of the dates on 
        which certificates or transaction statements representing 
        certificated or uncertificated shares were issued.  
           Sec. 24.  Minnesota Statutes 1996, section 302A.471, 
        subdivision 3, is amended to read: 
           Subd. 3.  [RIGHTS NOT TO APPLY.] (a) Unless the articles, 
        the bylaws, or a resolution approved by the board otherwise 
        provide, the right to obtain payment under this section does not 
        apply to a shareholder of the surviving corporation in a merger, 
        if the shares of the shareholder are not entitled to be voted on 
        the merger. 
           (b) If a date is fixed according to section 302A.445, 
        subdivision 1, for the determination of shareholders entitled to 
        receive notice of and to vote on an action described in 
        subdivision 1, only shareholders as of the date fixed, and 
        beneficial owners as of the date fixed who hold through 
        shareholders, as provided in subdivision 2, may exercise 
        dissenters' rights. 
           Sec. 25.  Minnesota Statutes 1996, section 302A.473, 
        subdivision 3, is amended to read: 
           Subd. 3.  [NOTICE OF DISSENT.] If the proposed action must 
        be approved by the shareholders, a shareholder who is entitled 
        to dissent under section 302A.471 and who wishes to exercise 
        dissenters' rights must file with the corporation before the 
        vote on the proposed action a written notice of intent to demand 
        the fair value of the shares owned by the shareholder and must 
        not vote the shares in favor of the proposed action.  
           Sec. 26.  Minnesota Statutes 1996, section 302A.521, 
        subdivision 4, is amended to read: 
           Subd. 4.  [PROHIBITION OR LIMIT ON INDEMNIFICATION OR 
        ADVANCES.] The articles or bylaws either may prohibit 
        indemnification or advances of expenses otherwise required by 
        this section or may impose conditions on indemnification or 
        advances of expenses in addition to the conditions contained in 
        subdivisions 2 and 3 including, without limitation, monetary 
        limits on indemnification or advances of expenses, if 
        the prohibition or conditions apply equally to all persons or to 
        all persons within a given class.  A prohibition or limit on 
        indemnification or advances may not apply to or affect the right 
        of a person to indemnification or advances of expenses with 
        respect to any acts or omissions of the person occurring prior 
        to the effective date of a provision in the articles or the date 
        of adoption of a provision in the bylaws establishing the 
        prohibition or limit on indemnification or advances. 
           Sec. 27.  Minnesota Statutes 1996, section 302A.521, 
        subdivision 9, is amended to read: 
           Subd. 9.  [INDEMNIFICATION OF OTHER PERSONS.] Nothing in 
        this section shall be construed to limit the power of the 
        corporation to indemnify other persons other than a director, 
        officer, employee, or member of a committee of the board of the 
        corporation by contract or otherwise. 
           Sec. 28.  Minnesota Statutes 1996, section 302A.621, 
        subdivision 6, is amended to read: 
           Subd. 6.  [RIGHTS OF DISSENTING SHAREHOLDERS.] In the event 
        all of the stock of one or more domestic subsidiaries that is a 
        constituent party to a merger under this section is not owned by 
        the parent directly, or indirectly through related corporations, 
        immediately prior to the merger, the shareholders of each 
        domestic subsidiary have dissenters' rights under section 
        302A.471, without regard to sections section 302A.471, 
        subdivision 3, and 302A.473.  If the parent is a constituent 
        corporation but is not the surviving corporation in the merger, 
        and the articles of incorporation of the surviving corporation 
        immediately after the merger differ from the articles of 
        incorporation of the parent immediately prior to the merger in a 
        manner that would entitle a shareholder of the parent to 
        dissenters' rights under section 302A.471, subdivision 1, 
        paragraph (a), if the articles of incorporation of the surviving 
        corporation constituted an amendment to the articles of 
        incorporation of the parent, that shareholder of the parent has 
        dissenters' rights as provided under sections 302A.471 and 
        302A.473.  Except as provided in this subdivision, sections 
        302A.471 and 302A.473 do not apply to any merger effected under 
        this section. 
           Sec. 29.  Minnesota Statutes 1996, section 302A.651, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [WHEN PERMITTED.] A domestic corporation 
        may merge with or participate in an exchange with a foreign 
        corporation by following the procedures set forth in this 
        section, if: 
           (1) with respect to a merger, the merger is permitted by 
        the laws of the state jurisdiction under which the foreign 
        corporation is incorporated; and 
           (2) with respect to an exchange, the corporation whose 
        shares will be acquired is a domestic corporation, whether or 
        not the exchange is permitted by the laws of the state 
        jurisdiction under which the foreign corporation is incorporated.
           Sec. 30.  Minnesota Statutes 1996, section 302A.671, 
        subdivision 3, is amended to read: 
           Subd. 3.  [MEETING OF SHAREHOLDERS.] If the acquiring 
        person so requests in writing at the time of delivery of an 
        information statement pursuant to subdivision 2, and has made, 
        or has made a bona fide written offer to make, a control share 
        acquisition and gives a written undertaking to pay or reimburse 
        the issuing public corporation's expenses of a special meeting, 
        except the expenses of the issuing public corporation in 
        opposing according voting rights with respect to shares acquired 
        or to be acquired in the control share acquisition, within ten 
        days after receipt by the issuing public corporation of the 
        information statement, a special meeting of the shareholders of 
        the issuing public corporation shall be called pursuant to 
        section 302A.433, subdivision 1, for the sole purpose of 
        considering the voting rights to be accorded to shares referred 
        to in subdivision 1, paragraph (b), acquired or to be acquired 
        pursuant to the control share acquisition.  The special meeting 
        shall be held no later than 55 days after receipt of the 
        information statement and written undertaking to pay or 
        reimburse the issuing public corporation's expenses of the 
        special meeting, unless the acquiring person agrees to a later 
        date.  If the acquiring person so requests in writing at the 
        time of delivery of the information statement, (1) the special 
        meeting shall not be held sooner than 30 days after receipt by 
        the issuing public corporation of the information statement and 
        (2) the record date for the meeting must be at least 30 days 
        prior to the date of the meeting.  If no request for a special 
        meeting is made, consideration of the voting rights to be 
        accorded to shares referred to in subdivision 1, paragraph (b), 
        acquired or to be acquired pursuant to the control share 
        acquisition shall be presented at the next special or annual 
        meeting of the shareholders of which notice has not been given, 
        unless prior thereto the matter of the voting rights becomes 
        moot.  The issuing public corporation is not required to have 
        the voting rights to be accorded to shares acquired or to be 
        acquired according to a control share acquisition considered at 
        the next special or annual meeting of the shareholders unless it 
        has received the information statement and documents required by 
        subdivision 4 at least 55 days before the meeting.  The notice 
        of the meeting shall at a minimum be accompanied by a copy of 
        the information statement (and a copy of any amendment to the 
        information statement previously delivered to the issuing public 
        corporation) and a statement disclosing that the board of the 
        issuing public corporation recommends approval of, expresses no 
        opinion and is remaining neutral toward, recommends rejection 
        of, or is unable to take a position with respect to according 
        voting rights to shares referred to in subdivision 1, paragraph 
        (b), acquired or to be acquired in the control share 
        acquisition.  The notice of meeting shall be given at least ten 
        days prior to the meeting.  Any amendments to the information 
        statement received after mailing of the notice of the meeting 
        must be mailed promptly to the shareholders by the issuing 
        public corporation. 
           Sec. 31.  Minnesota Statutes 1996, section 302A.673, 
        subdivision 3, is amended to read: 
           Subd. 3.  [APPLICATION.] (a) Unless by express provision 
        electing to be subject to this section contained in the articles 
        or in bylaws approved by the shareholders of an issuing public 
        corporation, this section does not apply to any business 
        combination of an issuing public corporation, that is not, at 
        any time during the period from June 1, 1987, until adoption of 
        the article or bylaw provision, a publicly held corporation. 
           (b) Except as provided in paragraph (c), this section does 
        not apply to any business combination of an issuing public 
        corporation: 
           (1) if, prior to the time the issuing public corporation 
        becomes a publicly held corporation or becomes subject to this 
        section by virtue of an election under paragraph (a), including 
        any time prior to the time that the corporation becomes an 
        issuing public corporation, articles or bylaws of the 
        corporation contain a provision expressly electing not to be 
        subject to this section; 
           (2) if the board of the issuing public corporation adopts, 
        prior to September 1, 1987, an amendment to the issuing public 
        corporation's bylaws expressly electing not to be subject to 
        this section; 
           (3) if an amendment to the articles or bylaws of the 
        issuing public corporation is approved by the shareholders, 
        other than interested shareholders and their affiliates and 
        associates, holding a majority of the outstanding voting power 
        of all shares entitled to vote, excluding the shares of 
        interested shareholders and their affiliates and associates, 
        expressly electing not to be subject to this section and the 
        amendment provides that it is not to be effective until 18 
        months after the vote of shareholders and provides that, except 
        as provided in paragraph (c), it does not apply to any business 
        combination of the issuing public corporation with an interested 
        shareholder whose share acquisition date is on or before the 
        effective date of the amendment; or 
           (4) if the business combination was consummated before, or 
        if a binding agreement for the business combination was entered 
        into before, the day following June 1, 1987.  
           (c) This section does not apply to any business combination 
        of an issuing public corporation with, with respect to, proposed 
        by or on behalf of, or pursuant to any written or oral 
        agreement, arrangement, relationship, understanding, or 
        otherwise with: 
           (1) any person that would have been an interested 
        shareholder on June 1, 1987, had this section been in effect on 
        this date and had the issuing public corporation been an issuing 
        public corporation on this date; 
           (2) any interested shareholder whose share acquisition date 
        is either before the effective date of the article or bylaw 
        provision by which an issuing public corporation that was not 
        subject to this section immediately prior to the election 
        elected to be subject to this section, or on the effective date, 
        but prior to the effective time of the article or bylaw 
        provision; or 
           (3) in the case of a corporation that was not subject to 
        this section immediately prior to becoming a publicly held 
        corporation, any interested shareholder whose share acquisition 
        date is either before the date on which the corporation becomes 
        a publicly held corporation or on that date, but prior to the 
        time the corporation becomes a publicly held corporation, and to 
        whom the application of this section is expressly excluded by an 
        amendment to the articles or bylaws of the corporation approved 
        by the shareholders before the corporation becomes a publicly 
        held corporation and, if expressly provided by the amendment to 
        the articles or bylaws, any affiliate or associate of an 
        interested shareholder described in this clause. 
           This section applies to any business combination of an 
        issuing public corporation to which it previously did not apply 
        because of provisions in articles or bylaws adopted or approved 
        under paragraph (b), clause (1), (2), or (3), upon an amendment 
        to the articles or bylaws approved by shareholders holding a 
        majority of the outstanding voting power of all shares entitled 
        to vote expressly electing to be subject to this section 
        becoming effective.  Also, this section does not apply to any 
        business combination of the corporation with, with respect to, 
        proposed by or on behalf of, or pursuant to any written or oral 
        agreement, arrangement, relationship, understanding, or 
        otherwise with any person that would have been an interested 
        shareholder at the effective time of the amendment if this 
        section had been applicable. 
           Sec. 32.  Minnesota Statutes 1996, section 302A.675, is 
        amended to read: 
           302A.675 [TAKEOVER OFFER; FAIR PRICE.] 
           Subdivision 1.  [FAIR PRICE REQUIREMENT.] An offeror may 
        not acquire shares of a publicly held corporation within two 
        years following the last purchase of shares pursuant to a 
        takeover offer with respect to that class, including, but not 
        limited to, acquisitions made by purchase, exchange, merger, 
        consolidation, partial or complete liquidation, redemption, 
        reverse stock split, recapitalization, reorganization, or any 
        other similar transaction, unless the shareholder is afforded, 
        at the time of the proposed acquisition, a reasonable 
        opportunity to dispose of the shares to the offeror upon 
        substantially equivalent terms as those provided in the earlier 
        takeover offer. 
           Subd. 2.  [EXCEPTION.] Subdivision 1 does not apply if 
        the proposed acquisition of shares is approved by a committee of 
        the board's disinterested directors before the purchase of any 
        shares by the offeror pursuant to a the earlier takeover offer.  
        The provisions of section 302A.673, subdivision 1, paragraph 
        (d), relating to a committee of disinterested directors, apply 
        to this section. 
           Sec. 33.  [REPEALER.] 
           Minnesota Statutes 1996, section 302A.011, subdivision 33, 
        is repealed. 
                                   ARTICLE 2 
                 TECHNICAL CHANGES; LIMITED LIABILITY COMPANIES 
           Section 1.  Minnesota Statutes 1996, section 322B.11, is 
        amended to read: 
           322B.11 [TWO MEMBER REQUIREMENT.] 
           A limited liability company shall have two one or more 
        members at the time of its formation.  A limited liability 
        company shall be dissolved under section 322B.80, subdivision 1, 
        clause (5), whenever the limited liability company ceases to 
        have at least two members unless the remaining member admits a 
        new member within 90 days of the termination of the continued 
        membership of the former member.  
           Sec. 2.  Minnesota Statutes 1996, section 322B.115, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [REQUIRED PROVISIONS.] The articles of 
        organization must contain: 
           (1) the name of the limited liability company; 
           (2) the address of the registered office of the limited 
        liability company and the name of its registered agent, if any, 
        at that address; 
           (3) the name and address of each organizer; and 
           (4) a statement of the limited period of existence for the 
        limited liability company, which must be a period of 30 years or 
        less from the date the articles of organization are filed with 
        the secretary of state, unless the articles of organization 
        expressly authorize a longer period of duration; if different 
        from the 30-year period set forth in section 322B.20, 
        subdivision 2. 
           (5) a statement as to whether upon the occurrence of any 
        event under section 322B.80, subdivision 1, clause (5), that 
        terminates the continued membership of a member in the limited 
        liability company, the remaining members will have the power to 
        avoid dissolution by giving dissolution avoidance consent; and 
           (6) a statement as to whether the members have the power to 
        enter into a business continuation agreement.  
           Sec. 3.  Minnesota Statutes 1996, section 322B.20, 
        subdivision 2, is amended to read: 
           Subd. 2.  [DURATION.] A limited liability company has a 
        limited duration of 30 years from the date the articles of 
        organization are filed with the secretary of state, unless the 
        articles of organization state a shorter or longer period of 
        duration, which may be perpetual.  
           Sec. 4.  Minnesota Statutes 1996, section 322B.313, 
        subdivision 2, is amended to read: 
           Subd. 2.  [WHEN UNANIMOUS CONSENT REQUIRED.] Subject to 
        subdivision 6, a member may, without the consent of any other 
        member, assign governance rights, in whole or in part, to 
        another person already a member at the time of the assignment.  
        Except as otherwise set forth in the articles of organization or 
        a member control agreement, any other assignment of any 
        governance rights is effective only if all the members, other 
        than the member seeking to make the assignment, approve the 
        assignment by unanimous written consent. Subject to subdivision 
        6, a member may grant a security interest in a complete 
        membership interest or governance rights without obtaining the 
        consent required by this subdivision.  However, a secured party 
        may not take or assign ownership of governance rights without 
        first obtaining the consent required by this subdivision.  If a 
        secured party has a security interest in both a member's 
        financial rights and governance rights, including a security 
        interest in a complete membership interest, this subdivision's 
        requirement that the secured party obtain consent applies only 
        to taking or assigning ownership of the governance rights and 
        does not apply to taking or assigning ownership of the financial 
        rights. 
           Sec. 5.  Minnesota Statutes 1996, section 322B.37, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [AUTHORIZATION AND SCOPE.] A written 
        agreement among persons who are then members, including a sole 
        member, or who have signed contribution agreements, relating to 
        the control of any phase of the business and affairs of the 
        limited liability company, its liquidation, dissolution and 
        termination, or the relations among members or persons who have 
        signed contribution agreements is valid as provided in 
        subdivision 2.  Wherever this chapter provides that a particular 
        result may or must be obtained through a provision in the 
        articles of organization (other than a provision required by 
        section 322B.115, subdivision 1, to be contained in the 
        articles) or in the operating agreement, the same result can be 
        accomplished through a member control agreement valid under this 
        section or through a procedure established by a member control 
        agreement valid under this section.  A member control agreement 
        may waive, in whole or in part, a member's dissenting rights 
        under sections 322B.383 and 322B.386, but may not waive 
        dissenters' rights under section 322B.873, subdivision 2, clause 
        (1).  A member control agreement may not include an agreement to 
        give transfer consent.  A member control agreement may include a 
        business continuation agreement only if the articles of 
        organization grant the members the power to enter into business 
        continuation agreements.  
           Sec. 6.  Minnesota Statutes 1996, section 322B.37, 
        subdivision 3, is amended to read: 
           Subd. 3.  [ENFORCEABILITY AND COPIES.] (a) An agreement 
        valid under subdivisions 1 and 2 is enforceable by persons who 
        are parties to it and is binding upon and enforceable against 
        only those persons and other persons having knowledge of the 
        existence of the agreement.  A copy of the agreement must be 
        filed with the limited liability company.  The limited liability 
        company shall note in its required records that the members' 
        interests are governed by a member control agreement entered 
        into under this section.  
           (b) A member control agreement valid under subdivisions 1 
        and 2 is specifically enforceable, except that an agreement to 
        give dissolution avoidance consent is not specifically 
        enforceable. 
           (c) A member control agreement may waive dissenters' 
        rights, subject to section 322B.873, subdivision 3.  
           (d) A member or any assignee of financial rights has the 
        right upon written demand to obtain a copy of any member control 
        agreement from the limited liability company at the company's 
        expense.  
           Sec. 7.  Minnesota Statutes 1996, section 322B.383, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [ACTIONS CREATING DISSENTERS' RIGHTS.] 
        Subject to a member control agreement under section 322B.37, a 
        member of a limited liability company may dissent from, and 
        obtain payment for the fair value of the member's membership 
        interests in the event of, any of the following limited 
        liability company actions:  
           (1) an amendment of the articles of organization that 
        materially and adversely affects the rights or preferences of 
        the membership interests of the dissenting member in that it:  
           (i) alters or abolishes a preferential right of the 
        membership interests; 
           (ii) creates, alters, or abolishes a right in respect of 
        the redemption of the membership interests, including a 
        provision respecting a sinking fund for the redemption or 
        repurchase of the membership interests; 
           (iii) alters or abolishes a preemptive right of the owner 
        of the membership interests to make a contribution; 
           (iv) excludes or limits the right of a member to vote on a 
        matter, or to cumulate votes, except as the right may be 
        excluded or limited through the acceptance of contributions or 
        the making of contribution agreements pertaining to membership 
        interests with similar or different voting rights; 
           (v) changes a member's right to resign or retire; 
           (vi) establishes or changes the conditions for or 
        consequences of expulsion; 
           (vii) changes the a statement that was required under 
        section 322B.115, subdivision 1, clause (5) regarding the power 
        of remaining members to avoid dissolution by giving dissolution 
        avoidance consent, if the statement was required under the law 
        when the articles of organization were executed; 
           (viii) changes the a statement that was required under 
        section 322B.115, subdivision 1, clause (6) regarding the power 
        of members to enter into a business continuation agreement, if 
        the statement was required under the law when the articles of 
        organization were executed; or 
           (2) a sale, lease, transfer, or other disposition of all or 
        substantially all of the property and assets of the limited 
        liability company, but not including a transaction permitted 
        without member approval in section 322B.77, subdivision 1, or a 
        disposition in dissolution described in section 322B.813, 
        subdivision 4, or a disposition pursuant to an order of a court, 
        or a disposition for cash on terms requiring that all or 
        substantially all of the net proceeds of disposition be 
        distributed to the members in accordance with their respective 
        membership interests within one year after the date of 
        disposition; 
           (3) a plan of merger to which the limited liability company 
        is a party, except as provided in section 322B.873, subdivision 
        2, clause (1)(i) and subject to section 322B.873, subdivision 3; 
           (4) a plan of exchange to which the limited liability 
        company is a party as the organization whose ownership interests 
        will be acquired by the acquiring organization, if the 
        membership interests being acquired are entitled to be voted on 
        the plan; 
           (5) any other limited liability company action taken 
        pursuant to a member vote with respect to which the articles of 
        organization, the operating agreement, or a resolution approved 
        by the board of governors directs that dissenting members may 
        obtain payment for their membership interests; or 
           (6) a resolution of the board of governors under section 
        322B.873, subdivision 2, to implement a business continuation 
        agreement.  
           Sec. 8.  Minnesota Statutes 1996, section 322B.80, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [DISSOLUTION EVENTS.] A limited liability 
        company dissolves upon the occurrence of any of the following 
        events:  
           (1) when the period fixed in the articles of organization 
        for the duration of the limited liability company expires; 
           (2) by order of a court pursuant to sections 322B.833 and 
        322B.843; 
           (3) by action of the organizers pursuant to section 
        322B.803; 
           (4) by action of the members pursuant to section 322B.806; 
           (5) except as otherwise provided in the articles of 
        organization or a member control agreement, upon the occurrence 
        of an event that terminates the continued membership of a member 
        in the limited liability company, including: 
           (i) death of any member; 
           (ii) retirement of any member; 
           (iii) resignation of any member; 
           (iv) redemption of a member's complete membership interest; 
           (v) assignment of a member's governance rights under 
        section 322B.313 which leaves the assignor with no governance 
        rights; 
           (vi) a buy-out of a member's membership interest under 
        section 322B.833 that leaves that member with no governance 
        rights; 
           (vii) expulsion of any member; 
           (viii) bankruptcy of any member; 
           (ix) dissolution of any member; 
           (x) a merger in which the limited liability company is not 
        the surviving organization; 
           (xi) an exchange in which the limited liability company is 
        not the acquiring organization; or 
           (xii) the occurrence of any other event that terminates the 
        continued membership of a member in the limited liability 
        company, 
        but the limited liability company is not dissolved and is not 
        required to be wound up by reason of any event that terminates 
        the continued membership of a member if (A) either there are is 
        at least two one remaining members or a new member is admitted 
        as provided in section 322B.11, member and (B) the existence and 
        business of the limited liability company is continued either by 
        the consent of all the remaining members under a right to 
        consent stated in the articles of organization and the consent 
        is obtained no later than 90 days after the termination of the 
        continued membership or under a separate right to continue 
        stated in the articles of organization;, or (B) if the 
        membership of the last or sole member terminates and the legal 
        representative of that last or sole member causes the limited 
        liability company to admit at least one member; or 
           (6) when terminated by the secretary of state according to 
        section 322B.960. 
                                   ARTICLE 3
                    AMENDMENTS TO PERMIT MERGER OF DOMESTIC 
               CORPORATION AND FOREIGN LIMITED LIABILITY COMPANY 
           Section 1.  Minnesota Statutes 1996, section 302A.011, is 
        amended by adding a subdivision to read: 
           Subd. 55.  [ACQUIRING ORGANIZATION.] "Acquiring 
        organization" means a corporation, foreign corporation, or 
        domestic or foreign limited liability company that acquires in 
        an exchange the shares of a corporation or foreign corporation 
        or the membership interests of a domestic or foreign limited 
        liability company. 
           Sec. 2.  Minnesota Statutes 1996, section 302A.011, is 
        amended by adding a subdivision to read: 
           Subd. 56.  [CONSTITUENT ORGANIZATION.] "Constituent 
        organization" means a corporation, foreign corporation, or a 
        domestic or foreign limited liability company that is a party to 
        a merger or an exchange. 
           Sec. 3.  Minnesota Statutes 1996, section 302A.011, is 
        amended by adding a subdivision to read: 
           Subd. 57.  [OWNERS.] "Owners" means shareholders in the 
        case of a corporation or foreign corporation and members in the 
        case of a limited liability company. 
           Sec. 4.  Minnesota Statutes 1996, section 302A.011, is 
        amended by adding a subdivision to read: 
           Subd. 58.  [OWNERSHIP INTERESTS.] "Ownership interests" 
        means shares in the case of a corporation or foreign corporation 
        and membership interests in the case of a domestic or foreign 
        limited liability company. 
           Sec. 5.  Minnesota Statutes 1996, section 302A.011, is 
        amended by adding a subdivision to read: 
           Subd. 59.  [SURVIVING ORGANIZATION.] "Surviving 
        organization" means the corporation or foreign corporation or 
        domestic or foreign limited liability company resulting from a 
        merger. 
           Sec. 6.  Minnesota Statutes 1996, section 302A.601, 
        subdivision 4, is amended to read: 
           Subd. 4.  [MERGER OR EXCHANGE WITH A LIMITED LIABILITY 
        COMPANY.] A corporation may participate in a merger or exchange 
        with a domestic limited liability company pursuant to chapter 
        322B.  The dissenters' rights for shareholders of a corporation 
        are governed by this chapter.  
           Sec. 7.  Minnesota Statutes 1996, section 302A.611, is 
        amended to read: 
           302A.611 [PLAN OF MERGER OR EXCHANGE.] 
           Subdivision 1.  [CONTENTS OF PLAN.] A plan of merger or 
        exchange shall contain:  
           (a) The names of the corporations constituent organizations 
        proposing to merge or participate in an exchange, and:  
           (1) in the case of a merger, the name of the surviving 
        corporation organization; 
           (2) in the case of an exchange, the name of the acquiring 
        corporation organization; 
           (b) The terms and conditions of the proposed merger or 
        exchange; 
           (c)(1) In the case of a merger, the manner and basis of 
        converting the shares ownership interests of the constituent 
        corporations organizations into securities of the 
        surviving corporation organization or of any other 
        corporation organization, or, in whole or in part, into money or 
        other property; or 
           (2) In the case of an exchange, the manner and basis of 
        exchanging the shares to be acquired for securities of the 
        acquiring corporation organization or any other corporation 
        organization or, in whole or part, into money or other property; 
           (d) In the case of a merger, a statement of any amendments 
        to the articles of incorporation or organization of the 
        surviving corporation organization proposed as part of the 
        merger; and 
           (e) Any other provisions with respect to the proposed 
        merger or exchange that are deemed necessary or desirable.  
           Subd. 2.  [OTHER AGREEMENTS.] The procedure authorized by 
        this section does not limit the power of a corporation to 
        acquire all or part of the shares ownership interests of one or 
        more classes or series of another corporation organization 
        through a negotiated agreement with the shareholders owners or 
        otherwise.  
           Sec. 8.  Minnesota Statutes 1996, section 302A.613, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [BOARD APPROVAL; NOTICE TO SHAREHOLDERS.] A 
        resolution containing the plan of merger or exchange shall be 
        approved by the affirmative vote of a majority of the directors 
        present at a meeting of the board of each constituent 
        corporation and shall then be submitted at a regular or a 
        special meeting to the shareholders of (i) each constituent 
        corporation, in the case of a plan of merger, and (ii) the 
        corporation whose shares will be acquired by the acquiring 
        corporation organization in the exchange, in the case of a plan 
        of exchange.  If shareholders holding any class or series of 
        stock of the corporation are entitled to vote on the plan of 
        merger or exchange pursuant to this section, written notice 
        shall be given to every shareholder of a corporation, whether or 
        not entitled to vote at the meeting, not less than 14 days nor 
        more than 60 days before the meeting, in the manner provided in 
        section 302A.435 for notice of meetings of shareholders.  The 
        written notice shall state that a purpose of the meeting is to 
        consider the proposed plan of merger or exchange.  A copy or 
        short description of the plan of merger or exchange shall be 
        included in or enclosed with the notice.  If the merger or 
        exchange is with a domestic or foreign limited liability 
        company, the plan of merger or exchange must also be approved in 
        the manner required by the laws of the state under which the 
        limited liability company is organized. 
           Sec. 9.  Minnesota Statutes 1996, section 302A.613, 
        subdivision 2, is amended to read: 
           Subd. 2.  [APPROVAL BY SHAREHOLDERS OWNERS.] (a) At the 
        meeting a vote of the shareholders owners shall be taken on the 
        proposed plan.  The plan of merger or exchange is adopted when 
        approved by the affirmative vote of the holders of a majority of 
        the voting power of all shares entitled to vote and, if the 
        merger or exchange is with a domestic or foreign limited 
        liability company, when approved in the manner required by the 
        laws of the state under which the limited liability company is 
        organized.  Except as provided in paragraph (b), a class or 
        series of shares of the corporation is entitled to vote as a 
        class or series if any provision of the plan would, if contained 
        in a proposed amendment to the articles, entitle the class or 
        series of shares to vote as a class or series and, in the case 
        of an exchange, if the class or series is included in the 
        exchange. 
           (b) A class or series of shares of the corporation is not 
        entitled to vote as a class or series solely because the plan of 
        merger effects a cancellation of the shares of the class or 
        series if the plan of merger effects a cancellation of all 
        shares of the corporation of all classes and series that are 
        outstanding immediately prior to the merger and shareholders of 
        shares of that class or series are entitled to obtain payment 
        for the fair value of their shares under section 302A.471 in the 
        event of the merger. 
           Sec. 10.  Minnesota Statutes 1996, section 302A.615, is 
        amended to read: 
           302A.615 [ARTICLES OF MERGER OR EXCHANGE; CERTIFICATE.] 
           Subdivision 1.  [CONTENTS OF ARTICLES.] Upon receiving the 
        approval required by section 302A.613, articles of merger or 
        exchange shall be prepared that contain:  
           (a) the plan of merger or exchange; and 
           (b) a statement that the plan has been approved by each 
        corporation constituent organization pursuant to this chapter. 
           Subd. 2.  [ARTICLES SIGNED, FILED.] The articles of merger 
        or exchange shall be signed on behalf of each constituent 
        corporation organization and filed with the secretary of state.  
           Subd. 3.  [CERTIFICATE.] The secretary of state shall issue 
        a certificate of merger to the surviving corporation 
        organization or its legal representative and a certificate of 
        exchange to the acquiring corporation organization or its legal 
        representative.  
           Sec. 11.  Minnesota Statutes 1996, section 302A.631, is 
        amended to read: 
           302A.631 [ABANDONMENT.] 
           Subdivision 1.  [BY SHAREHOLDERS OR PLAN.] After a plan of 
        merger or exchange has been approved by the shareholders 
        entitled to vote on the approval of the plan as provided in 
        section 302A.613, and before the effective date of the plan, it 
        may be abandoned:  
           (a) if (i) the shareholders of each of the constituent 
        corporations entitled to vote on the approval of the plan as 
        provided in section 302A.613 have approved the abandonment at a 
        meeting by the affirmative vote of the holders of a majority of 
        the voting power of the shares entitled to vote and, if; (ii) 
        the merger or exchange is with a domestic or foreign limited 
        liability company, if abandonment is approved in such manner as 
        may be required by the laws of the state under which the limited 
        liability company is organized; and (iii) the shareholders of a 
        constituent corporation are not entitled to vote on the approval 
        of the plan under section 302A.613, the board of directors of 
        the constituent corporation has approved the abandonment by the 
        affirmative vote of a majority of the directors present; 
           (b) if the plan itself provides for abandonment and all 
        conditions for abandonment set forth in the plan are met; or 
           (c) pursuant to subdivision 2.  
           Subd. 2.  [BY BOARD.] A plan of merger or exchange may be 
        abandoned, before the effective date of the plan, by a 
        resolution of the board of directors of any constituent 
        corporation abandoning the plan of merger or exchange approved 
        by the affirmative vote of a majority of the directors present, 
        subject to the contract rights of any other person under the 
        plan.  If a plan of merger or exchange is with a domestic or 
        foreign limited liability company, the plan of merger or 
        exchange may be abandoned before the effective date of the plan 
        by a resolution of the limited liability company adopted 
        according to the laws of the state under which the limited 
        liability company is organized, subject to the contract rights 
        of any other person under the plan. 
           Subd. 3.  [FILING OF ARTICLES.] If articles of merger or 
        exchange have been filed with the secretary of state, but have 
        not yet become effective, the constituent corporations 
        organizations, in the case of abandonment under subdivision 1, 
        clause (a), the constituent corporations organizations or any 
        one of them, in the case of abandonment under subdivision 1, 
        clause (b), or the abandoning corporation organization in the 
        case of abandonment under subdivision 2, shall file with the 
        secretary of state articles of abandonment that contain:  
           (a) The names of the constituent corporations 
        organizations; 
           (b) The provision of this section under which the plan is 
        abandoned; and 
           (c) If the plan is abandoned under subdivision 2, the text 
        of the resolution approved by the affirmative vote of a majority 
        of the directors present abandoning the plan. 
           Sec. 12.  Minnesota Statutes 1996, section 302A.641, 
        subdivision 2, is amended to read: 
           Subd. 2.  [EFFECT ON CORPORATION ORGANIZATION.] When a 
        merger becomes effective:  
           (a) The constituent corporations organizations become a 
        single corporation entity, the surviving corporation or 
        surviving limited liability company, as the case may be; 
           (b) The separate existence of all constituent corporations 
        organizations except the surviving corporation organization 
        ceases; 
           (c) If the surviving organization is a corporation, the 
        surviving corporation has all the rights, privileges, 
        immunities, and powers, and is subject to all the duties and 
        liabilities, of a corporation incorporated under this chapter; 
           (d) The surviving corporation organization, whether a 
        corporation, foreign corporation, or domestic or foreign limited 
        liability company, possesses all the rights, privileges, 
        immunities, and franchises, of a public as well as of a private 
        nature, of each of the constituent corporations organizations.  
        All property, real, personal, and mixed, and all debts due on 
        any account, including subscriptions to shares, and all other 
        choses in action, and every other interest of or belonging to or 
        due to each of the constituent corporations organizations vests 
        in the surviving corporation organization without any further 
        act or deed.  Confirmatory deeds, assignments, or similar 
        instruments to accomplish that vesting may be signed and 
        delivered at any time in the name of a constituent corporation 
        organization by its current officers or managers, as the case 
        may be, or, if the corporation organization no longer exists, by 
        its last officers or managers, as the case may be.  The title to 
        any real estate or any interest therein vested in any of the 
        constituent corporations organizations does not revert nor in 
        any way become impaired by reason of the merger; 
           (e) The surviving corporation organization is responsible 
        and liable for all the liabilities and obligations of each of 
        the constituent corporations organizations.  A claim of or 
        against or a pending proceeding by or against a 
        constituent corporation organization may be prosecuted as if the 
        merger had not taken place, or the surviving corporation 
        organization may be substituted in the place of the 
        constituent corporation organization.  Neither the rights of 
        creditors nor any liens upon the property of a 
        constituent corporation organization are impaired by the merger; 
        and 
           (f) The articles of the surviving corporation organization 
        are deemed to be amended to the extent that changes in its 
        articles, if any, are contained in the plan of merger.  
           Sec. 13.  Minnesota Statutes 1996, section 302A.651, is 
        amended to read: 
           302A.651 [MERGER OR EXCHANGE WITH FOREIGN CORPORATION OR 
        LIMITED LIABILITY COMPANY.] 
           Subdivision 1.  [WHEN PERMITTED.] A domestic corporation 
        may merge with or participate in an exchange with a foreign 
        corporation or limited liability company by following the 
        procedures set forth in this section, if: 
           (1) with respect to a merger, the merger is permitted by 
        the laws of the state under which the foreign corporation or 
        limited liability company is incorporated or organized; and 
           (2) with respect to an exchange, the corporation whose 
        shares will be acquired is a domestic corporation, whether or 
        not the exchange is permitted by the laws of the state under 
        which the foreign corporation or limited liability company is 
        incorporated or organized. 
           Subd. 2.  [LAWS APPLICABLE BEFORE TRANSACTION.] Each 
        domestic corporation shall comply with the provisions of 
        sections 302A.601 to 302A.651 with respect to the merger or 
        exchange of shares of corporations and each foreign 
        corporation or limited liability company shall comply with the 
        applicable provisions of the laws under which it was 
        incorporated or organized or by which it is governed.  
           Subd. 3.  [DOMESTIC SURVIVING CORPORATION.] If the 
        surviving corporation organization in a merger will be a 
        domestic corporation, it shall comply with all the provisions of 
        this chapter.  
           Subd. 4.  [FOREIGN SURVIVING CORPORATION ORGANIZATION.] If 
        the surviving corporation organization in a merger will be a 
        foreign corporation or limited liability company and will 
        transact business in this state, it shall comply with the 
        provisions of chapter 303 with respect to foreign 
        corporations or chapter 322B with respect to foreign limited 
        liability companies.  In every case the surviving corporation 
        organization shall file with the secretary of state:  
           (a) An agreement that it may be served with process in this 
        state in a proceeding for the enforcement of an obligation of a 
        constituent corporation organization and in a proceeding for the 
        enforcement of the rights of a dissenting shareholder of a 
        constituent corporation against the surviving corporation 
        organization; 
           (b) An irrevocable appointment of the secretary of state as 
        its agent to accept service of process in any proceeding, and an 
        address to which process may be forwarded; and 
           (c) An agreement that it will promptly pay to the 
        dissenting shareholders of each domestic constituent corporation 
        the amount, if any, to which they are entitled under section 
        302A.473.  
           Sec. 14.  Minnesota Statutes 1996, section 322B.70, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [MERGER.] With or without a business 
        purpose, a limited liability company may merge:  
           (1) with another limited liability company or a domestic 
        corporation pursuant to a plan of merger approved in the manner 
        provided in sections 322B.71 to 322B.75; and 
           (2) with a domestic corporation under a plan of merger 
        approved in the manner provided in sections 322B.71 to 322B.75, 
        and in chapter 302A; and 
           (3) with any foreign corporation or foreign limited 
        liability company pursuant to a plan of merger approved in the 
        manner provided in section 322B.76.  
           Sec. 15.  Minnesota Statutes 1996, section 322B.70, 
        subdivision 2, is amended to read: 
           Subd. 2.  [EXCHANGE.] (a) A limited liability company may 
        acquire all of the ownership interests of one or more classes or 
        series of another limited liability company or domestic 
        corporation pursuant to a plan of exchange approved in the 
        manner provided in sections 322B.71 to 322B.75. 
           (b) A limited liability company may acquire all of the 
        ownership interests of one or more classes or series of a 
        domestic corporation pursuant to a plan of exchange approved in 
        the manner provided in sections 322B.71 to 322B.75, and in 
        chapter 302A. 
           (c) A domestic corporation may acquire all of the ownership 
        interests of one or more classes or series of a limited 
        liability company pursuant to a plan of exchange approved in the 
        manner provided in sections 322B.71 to 322B.75, and in chapter 
        302A. 
           (c) (d) A foreign corporation or foreign limited liability 
        company may acquire all of the ownership interests of one or 
        more classes or series of a limited liability company pursuant 
        to a plan of exchange approved in the manner provided in section 
        322B.76. 
           Sec. 16.  Minnesota Statutes 1996, section 322B.72, 
        subdivision 2, is amended to read: 
           Subd. 2.  [APPROVAL BY OWNERS.] (a) At the meeting a vote 
        of the owners must be taken on the proposed plan.  The plan of 
        merger or exchange is adopted when approved by the affirmative 
        vote of the owners of a majority of the voting power of all 
        ownership interests entitled to vote.  Except as provided in 
        paragraph (b), a class or series of ownership interests of the 
        organization is entitled to vote as a class or series if any 
        provision of the plan would, if contained in a proposed 
        amendment to the articles of organization or articles of 
        incorporation, as the case may be, entitle the class or series 
        of ownership interests to vote as a class or series and, in the 
        case of an exchange, if the class or series is included in the 
        exchange.  
           (b) A class or series of ownership interests of the 
        organization is not entitled to vote as a class or series solely 
        because the plan of merger effects a cancellation of the 
        ownership interests of the class or series if the plan of merger 
        effects a cancellation of all ownership interests of the 
        organization of all classes and series that are existing 
        immediately before the merger and owners of ownership interests 
        of that class or series are entitled to obtain payment for the 
        fair value of their shares under section 322B.383 or 302A.471, 
        as the case may be, in the event of the merger. 
           Sec. 17.  Minnesota Statutes 1996, section 322B.72, 
        subdivision 3, is amended to read: 
           Subd. 3.  [WHEN APPROVAL BY SHAREHOLDERS OF A SURVIVING 
        CORPORATION IS NOT REQUIRED.] Notwithstanding subdivisions 1 and 
        2, submission of a plan of merger to a vote at a meeting of 
        shareholders of a surviving corporation is not required if:  
           (1) the articles of the corporation will not be amended in 
        the transaction; 
           (2) each holder of shares of the corporation that were 
        outstanding immediately before the effective time of the 
        transaction will hold the same number of shares with identical 
        rights immediately after that date; 
           (3) the voting power of the outstanding shares of the 
        corporation entitled to vote immediately after the merger, plus 
        the voting power of the shares of the corporation entitled to 
        vote issuable on conversion of or on the exercise of rights to 
        purchase, securities issued in the transaction, will not exceed 
        by more than 20 percent, the voting power of the outstanding 
        shares of the corporation entitled to vote immediately before 
        the transaction; and 
           (4) the number of participating shares of the corporation 
        immediately after the merger, plus the number of participating 
        shares of the corporation issuable on conversion, or on the 
        exercise of rights to purchase, securities issued in the 
        transaction, will not exceed by more than 20 percent, the number 
        of participating shares of the corporation immediately before 
        the transaction.  "Participating shares" are outstanding shares 
        of the corporation that entitle their holders to participate 
        without limitation in distributions by the corporation.  
        [APPROVAL BY CONSTITUENT DOMESTIC CORPORATION.] If the merger or 
        exchange is with a domestic corporation, the plan of merger or 
        exchange must also be approved in the manner provided in chapter 
        302A. 
           Sec. 18.  Minnesota Statutes 1996, section 322B.74, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [BY OWNERS OR PLAN.] After a plan of merger 
        or exchange has been approved by the owners entitled to vote on 
        the approval of the plan as provided in section 322B.72, and 
        before the effective date of the plan, it may be abandoned: 
           (1) if the owners of ownership interests of each of the 
        constituent organizations entitled to vote on the approval of 
        the plan as provided in section 322B.72 have approved the 
        abandonment at a meeting by the affirmative vote of the owners 
        of a majority of the voting power of the ownership interests 
        entitled to vote and, if the owners of a constituent 
        organization are not entitled to vote on the approval of the 
        plan under section 322B.72, the governing board of that 
        constituent organization limited liability company has approved 
        the abandonment by the affirmative vote of a majority of the 
        board members present, and the abandonment has been approved in 
        the manner provided in chapter 302A by any constituent 
        organization that is a domestic corporation; 
           (2) if the plan itself provides for abandonment and all 
        conditions for abandonment set forth in the plan are met; or 
           (3) pursuant to subdivision 2.  
           Sec. 19.  Minnesota Statutes 1996, section 322B.74, 
        subdivision 2, is amended to read: 
           Subd. 2.  [BY THE GOVERNING BOARD.] A plan of merger or 
        exchange may be abandoned, before the effective date of the 
        plan, by a resolution of the governing board of any constituent 
        organization that is a limited liability company abandoning the 
        plan of merger or exchange approved by the affirmative vote of a 
        majority of the board members present, subject to the contract 
        rights of any other person under the plan.  Abandonment by the 
        board of a constituent organization that is a domestic 
        corporation may be accomplished as provided in chapter 302A. 
                                   ARTICLE 4
                             CONFORMING AMENDMENTS 
           Section 1.  Minnesota Statutes 1996, section 308A.005, is 
        amended by adding a subdivision to read: 
           Subd. 7a.  [FILED WITH THE SECRETARY OF STATE.] "Filed with 
        the secretary of state" means that a document meeting the 
        applicable requirements of this chapter, signed and accompanied 
        by the required filing fee, has been delivered to the secretary 
        of state of this state.  The secretary of state shall endorse on 
        the document the word "Filed" and the month, day, and year of 
        filing, record the document in the office of the secretary of 
        state, and return a document to the person who delivered it for 
        filing. 
           Sec. 2.  Minnesota Statutes 1996, section 308A.005, is 
        amended by adding a subdivision to read: 
           Subd. 10a.  [SIGNED.] (a) "Signed" means that the signature 
        of a person has been written on a document, as provided in 
        section 645.44, subdivision 14, and, with respect to a document 
        required by this chapter to be filed with the secretary of 
        state, means that the document has been signed by a person 
        authorized to do so by this chapter, the articles or bylaws, or 
        by a resolution approved by the directors or the members. 
           (b) A signature on a document may be a facsimile affixed, 
        engraved, printed, placed, stamped with indelible ink, 
        transmitted by facsimile or electronically, or in any other 
        manner reproduced on the document. 
           Sec. 3.  Minnesota Statutes 1996, section 317A.011, 
        subdivision 8, is amended to read: 
           Subd. 8.  [FILED WITH THE SECRETARY OF STATE.] "Filed with 
        the secretary of state" means that an original of a document 
        meeting the requirements of this chapter, signed, and 
        accompanied by a filing fee of $35, has been delivered to the 
        secretary of state of this state.  The secretary of state shall 
        endorse on the original the word "Filed" and the month, day, and 
        year, and time of filing, record the document in the office of 
        the secretary of state, and return the a document to the person 
        who delivered it for filing. 
           Sec. 4.  Minnesota Statutes 1996, section 317A.011, 
        subdivision 19, is amended to read: 
           Subd. 19.  [SIGNED.] (a) "Signed" means that the signature 
        of a person is written on a document, as provided in section 
        645.44, subdivision 14.  A document required by this chapter to 
        be filed with the secretary of state must be signed by a person 
        authorized to do so by this chapter, the articles or bylaws, or 
        a resolution approved by the affirmative vote of the required 
        proportion or number of the directors, as required by section 
        317A.237, or the required proportion or number of members with 
        voting rights, if any, if required by section 317A.443.  
           (b) A signature on a document not required by this chapter 
        to be filed with the secretary of state may be a facsimile 
        affixed, engraved, printed, placed, stamped with indelible ink, 
        transmitted by facsimile or electronically, or in any other 
        manner reproduced on the document. 
           Sec. 5.  Minnesota Statutes 1996, section 322A.01, is 
        amended to read: 
           322A.01 [DEFINITIONS.] 
           As used in sections 322A.01 to 322A.87, unless the context 
        otherwise requires: 
           (1) "Certificate of limited partnership" means the 
        certificate referred to in section 322A.11, and the certificate 
        as amended or restated. 
           (2) "Contribution" means any cash, property, services 
        rendered, or a promissory note or other binding obligation to 
        contribute cash or property or to perform services, which a 
        partner contributes to a limited partnership as a partner. 
           (3) "Event of withdrawal of a general partner" means an 
        event that causes a person to cease to be a general partner as 
        provided in section 322A.32. 
           (4) "Executed" means signed. 
           (5) "Filed with the secretary of state" means that a 
        document meeting the applicable requirements of this chapter, 
        signed and accompanied by the required filing fee, has been 
        delivered to the secretary of state of this state. 
           (6) "Foreign limited partnership" means a partnership 
        formed under the laws of any state other than this state and 
        having as partners one or more general partners and one or more 
        limited partners. 
           (5) (7) "General partner" means a person who has been 
        admitted to a limited partnership as a general partner in 
        accordance with the partnership agreement and named in the 
        certificate of limited partnership as a general partner. 
           (6) (8) "Limited partner" means a person who has been 
        admitted to a limited partnership as a limited partner in 
        accordance with the partnership agreement. 
           (7) (9) "Limited partnership" and "domestic limited 
        partnership" mean a partnership formed by two or more persons 
        under the laws of this state and having one or more general 
        partners and one or more limited partners. 
           (8) (10) "Partner" means a limited or general partner. 
           (9) (11) "Partnership agreement" means any valid agreement, 
        written or oral, of the partners as to the affairs of a limited 
        partnership and the conduct of its business. 
           (10) (12) "Partnership interest" means a partner's share of 
        the profits and losses of a limited partnership and the right to 
        receive distributions of partnership assets. 
           (11) (13) "Person" means a natural person, partnership, 
        limited partnership (domestic or foreign), trust, estate, 
        association, limited liability company (whether domestic or 
        foreign), or corporation. 
           (14)(a) "Signed" means that the signature of a person has 
        been written on a document, as provided in section 645.44, 
        subdivision 14, and, with respect to a document required by this 
        chapter to be filed with the secretary of state, means that the 
        document has been signed by a person authorized to do so by this 
        chapter, the articles or bylaws, or by a resolution approved by 
        the partners. 
           (b) A signature on a document may be a facsimile affixed, 
        engraved, printed, placed, stamped with indelible ink, 
        transmitted by facsimile or electronically, or in any other 
        manner reproduced on the document. 
           (12) (15) "State" means a state, territory, or possession 
        of the United States, the District of Columbia, or the 
        Commonwealth of Puerto Rico. 
           Sec. 6.  Minnesota Statutes 1996, section 322B.03, 
        subdivision 18, is amended to read: 
           Subd. 18.  [FILED WITH THE SECRETARY OF STATE.] "Filed with 
        the secretary of state" means that an original of a document 
        meeting the applicable requirements of this chapter, signed and 
        accompanied by a filing fee of $35, has been delivered to the 
        secretary of state of this state.  The secretary of state shall 
        endorse on the original the word "Filed" and the month, day, and 
        year of filing, record the document in the office of the 
        secretary of state, and return the a document to the person who 
        delivered it for filing. 
           Sec. 7.  Minnesota Statutes 1996, section 322B.03, 
        subdivision 45, is amended to read: 
           Subd. 45.  [SIGNED.] (a) "Signed" means that the signature 
        of a person has been written on a document, as provided in 
        section 645.44, subdivision 14, and, with respect to a document 
        required by this chapter to be filed with the secretary of 
        state, means that the document has been signed by a person 
        authorized to do so by this chapter, the articles of 
        organization or operating agreement or a resolution approved by 
        the affirmative vote of the required proportion or number of 
        governors as required by section 322B.653 or the required 
        proportion of the voting power of membership interests present 
        and entitled to vote members as required by section 322B.346. 
           (b) A signature on a document not required by this chapter 
        to be filed with the secretary of state may be a facsimile 
        affixed, engraved, printed, placed, stamped with indelible ink, 
        transmitted by facsimile or electronically, or in any other 
        manner reproduced on the document. 
           Sec. 8.  Minnesota Statutes 1996, section 322B.115, 
        subdivision 4, is amended to read: 
           Subd. 4.  [OPTIONAL PROVISIONS AND SPECIFIC SUBJECTS.] The 
        provisions in clauses (1), (7), (15), (16), and (18) may be 
        included in the articles of organization or a member control 
        agreement under section 322B.37. 
           The following provisions relating to the management of the 
        business or the regulation of the affairs of a limited liability 
        company in clauses (2) to (6), (8) to (14), and (17) may be 
        included in the articles of organization, a member control 
        agreement under section 322B.37 or, except for naming persons to 
        serve as the first board of governors, fixing a greater than 
        majority governor or member vote, establishing the rights and 
        priorities for distributions and the rights to share in profits 
        and losses, or giving or prescribing the manner of giving voting 
        rights to persons other than members otherwise than pursuant to 
        the articles of organization, or eliminating or limiting a 
        governor's personal liability, in the operating agreement: 
           (1) the persons to serve as the first board of governors 
        may be named in the articles of organization (section 322B.606, 
        subdivision 1); 
           (2) a manner for increasing or decreasing the number of 
        governors may be provided (section 322B.61); 
           (3) additional qualifications for governors may be imposed 
        (section 322B.613); 
           (4) governors may be classified (section 322B.626); 
           (5) the day or date, time, and place of board of governors 
        meetings may be fixed (section 322B.643, subdivision 1); 
           (6) absent governors may be permitted to give written 
        consent or opposition to a proposal (section 322B.646); 
           (7) a larger than majority vote may be required for board 
        of governor action (section 322B.653); 
           (8) authority to sign and deliver certain documents may be 
        delegated to a manager or agent of the limited liability company 
        other than the chief manager (section 322B.673, subdivision 2); 
           (9) additional managers may be designated (section 
        322B.676); 
           (10) additional powers, rights, duties, and 
        responsibilities may be given to managers (section 322B.676); 
           (11) a method for filling vacant offices may be specified 
        (section 322B.686, subdivision 3); 
           (12) the day or date, time, and place of regular member 
        meetings may be fixed (section 322B.333, subdivision 3); 
           (13) certain persons may be authorized to call special 
        meetings of members (section 322B.336, subdivision 1); 
           (14) notices of member meetings may be required to contain 
        certain information (section 322B.34, subdivision 3); 
           (15) a larger than majority vote may be required for member 
        action (section 322B.346); 
           (16) voting rights may be granted in or pursuant to the 
        articles of organization to persons who are not members (section 
        322B.356, subdivision 3); 
           (17) limited liability company actions giving rise to 
        dissenter rights may be designated (section 322B.386, 
        subdivision 1, paragraph (e)); and 
           (18) a governor's personal liability to the limited 
        liability company or its members for monetary damages for breach 
        of fiduciary duty as a governor may be eliminated or limited in 
        the articles (section 322B.663, subdivision 4). 
           Nothing in this subdivision limits the right of the board, 
        by resolution, to take an action that may be included in the 
        operating agreement under this subdivision without including it 
        in the operating agreement, unless it is required to be included 
        in the operating agreement by another provision of this chapter. 
           Sec. 9.  Minnesota Statutes 1996, section 322B.12, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [REQUIREMENTS AND PROHIBITIONS.] The 
        limited liability company name must: 
           (1) be in the English language or in any other language 
        expressed in English letters or characters; 
           (2) contain the words "limited liability company," or must 
        contain the abbreviation "LLC" or, in the case of an 
        organization formed pursuant to section 319A.03, must meet the 
        requirements of section 319A.07 applicable to a limited 
        liability company; 
           (3) not contain the word corporation or incorporated and 
        must not contain the abbreviation of either or both of these 
        words; 
           (4) not contain a word or phrase that indicates or implies 
        that it is organized for a purpose other than a legal business 
        purpose; and 
           (5) be distinguishable upon the records in the office of 
        the secretary of state from the name of each domestic limited 
        liability company, limited liability partnership, corporation, 
        and limited partnership, whether profit or nonprofit, and each 
        foreign limited liability company, limited liability 
        partnership, corporation, and limited partnership authorized or 
        registered to do business in this state, whether profit or 
        nonprofit, and each name the right to which is, at the time of 
        organization, reserved as provided for in sections 302A.117, 
        317A.117, 322A.03, 322B.125, or 333.001 to 333.54, unless there 
        is filed with the articles of organization one of the following: 
           (i) the written consent of the domestic limited liability 
        company, limited liability partnership, corporation, or limited 
        partnership or the foreign limited liability company, limited 
        liability partnership, 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 a 
        name that is not distinguishable; 
           (ii) 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 
           (iii) the applicant's affidavit that the limited liability 
        company, corporation, or limited partnership with the name that 
        is not distinguishable has been organized, incorporated, or on 
        file in this state for at least three years prior to the 
        affidavit, if it is a domestic limited liability company, 
        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 limited liability 
        company, 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, that the limited 
        liability company, corporation, or limited partnership or holder 
        has not during the three-year period before the affidavit filed 
        any document with the secretary of state; that the applicant has 
        mailed written notice to the limited liability company, 
        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 limited 
        liability company or 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, stating that the applicant intends to use a name that is 
        not distinguishable and the notice has been returned to the 
        applicant as undeliverable to the addressee limited liability 
        company, 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 limited 
        liability company, corporation, or limited partnership with the 
        name that is not distinguishable in the county in which is 
        located the registered office of the limited liability company, 
        corporation, or limited partnership 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 limited liability company, 
        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. 10.  Minnesota Statutes 1996, section 322B.33, is 
        amended by adding a subdivision to read: 
           Subd. 10.  [CONTRACTUAL RIGHTS.] A denial or limitation of 
        preemptive rights otherwise provided in this section does not 
        limit the power of a limited liability company to grant first 
        refusal rights, contribution allowance rights, or other rights 
        to make contributions to the limited liability company to 
        members, persons who have entered into contribution agreements, 
        or other persons before accepting contributions or making 
        contribution allowance agreements with any other person. 
           Sec. 11.  Minnesota Statutes 1996, section 322B.346, 
        subdivision 2, is amended to read: 
           Subd. 2.  [VOTING BY CLASS OR SERIES.] In any case where a 
        class or series of membership interests is entitled by this 
        chapter, the articles of organization, the operating agreement, 
        or the terms of the membership interests to vote as a class or 
        series, the matter being voted upon must also receive the 
        affirmative vote of the owners of the same proportion of the 
        membership interests present of that class or series, or of the 
        total outstanding membership interests of that class or series, 
        as the proportion required pursuant to subdivision 1, unless the 
        articles require a larger proportion.  Unless otherwise stated 
        in the articles or operating agreement in the case of voting as 
        a class or series, the minimum percentage of the total voting 
        power of membership interests of the class or series that must 
        be present is equal to the minimum percentage of all membership 
        interests entitled to vote required to be present under section 
        322B.353.  
           Sec. 12.  Minnesota Statutes 1996, section 322B.356, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [DETERMINATION.] The board of governors may 
        fix, or authorize a manager to fix, a date not more than 60 
        days, or a shorter time period provided in the articles of 
        organization or operating agreement, before the date of a 
        meeting of members as the date for the determination of the 
        owners of membership interests entitled to notice of and 
        entitled to vote at the meeting.  When a date is so fixed, only 
        members on that date are entitled to notice of and permitted to 
        vote at that meeting of members. 
           Sec. 13.  Minnesota Statutes 1996, section 322B.363, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [AUTHORIZATION.] A member may cast or 
        authorize the casting of a vote by filing a written appointment 
        of a proxy with a manager of the limited liability company at or 
        before the meeting at which the appointment is to be effective.  
        A written appointment of a proxy may be signed by the member or 
        authorized by the member by transmission of a telegram, 
        cablegram, or other means of electronic transmission, provided 
        that the limited liability company has no reason to believe that 
        the telegram, cablegram, or other electronic transmission was 
        not authorized by the member.  Any copy, facsimile, 
        telecommunication, or other reproduction of the original writing 
        or transmission may be substituted or used in lieu of the 
        original writing or transmission for any purpose for which the 
        original transmission could be used, if the copy, facsimile 
        telecommunication, or other reproduction is a complete and 
        legible reproduction of the entire original writing or 
        transmission.  An appointment of a proxy for membership 
        interests owned jointly by two or more members is valid if 
        signed or otherwise authorized by any one of them, unless the 
        limited liability company receives from any one of those members 
        written notice either denying the authority of that person to 
        appoint a proxy or appointing a different proxy. 
           Sec. 14.  Minnesota Statutes 1996, section 322B.383, is 
        amended by adding a subdivision to read: 
           Subd. 3.  [RIGHTS NOT TO APPLY.] If a date is fixed 
        according to section 322B.356, subdivision 1, for the 
        determination of members entitled to receive notice of and to 
        vote on an action described in subdivision 1, only members as of 
        the date fixed may exercise dissenters' rights. 
           Sec. 15.  Minnesota Statutes 1996, section 322B.386, 
        subdivision 3, is amended to read: 
           Subd. 3.  [NOTICE OF DISSENT.] If the proposed action must 
        be approved by the members, a member who is entitled to dissent 
        under section 322B.383 and who wishes to exercise dissenters' 
        rights must file with the limited liability company before the 
        vote on the proposed action a written notice of intent to demand 
        the fair value of the membership interests owned by the member 
        and must not vote the membership interests in favor of the 
        proposed action. 
           Sec. 16.  Minnesota Statutes 1996, section 322B.699, 
        subdivision 9, is amended to read: 
           Subd. 9.  [INDEMNIFICATION OF OTHER PERSONS.] Nothing in 
        this section must be construed to limit the power of the limited 
        liability company to indemnify other persons other than a 
        governor, manager, member, employee, or member of a committee of 
        the board of the limited liability company, by contract or 
        otherwise.  
           Sec. 17.  Minnesota Statutes 1996, section 323.02, is 
        amended by adding a subdivision to read: 
           Subd. 10.  [FILED WITH THE SECRETARY OF STATE.] "Filed with 
        the secretary of state" means that a document meeting the 
        applicable requirements of this chapter, signed and accompanied 
        by the required filing fee, has been delivered to the secretary 
        of state of this state.  The secretary of state shall endorse on 
        the document the word "Filed" and the month, day, and year of 
        filing, record the document in the office of the secretary of 
        state, and return a document to the person who delivered it for 
        filing. 
           Sec. 18.  Minnesota Statutes 1996, section 323.02, is 
        amended by adding a subdivision to read: 
           Subd. 11.  [SIGNED.] (a) "Signed" means that the signature 
        of a person has been written on a document, as provided in 
        section 645.44, subdivision 14, and, with respect to a document 
        required by this chapter to be filed with the secretary of 
        state, means that the document has been signed by a person 
        authorized to do so by this chapter, the articles or bylaws, or 
        by a resolution approved by the partners. 
           (b) A signature on a document may be a facsimile affixed, 
        engraved, printed, placed, stamped with indelible ink, 
        transmitted by facsimile or electronically, or in any other 
        manner reproduced on the document. 
           Sec. 19.  Minnesota Statutes 1996, section 333.001, 
        subdivision 5, is amended to read: 
           Subd. 5.  [EXECUTED.] "Executed" means executed by one 
        natural person, if a proprietorship; by a general partner if a 
        general or limited partnership or limited liability partnership; 
        by a manager, if a limited liability company; by an officer, if 
        a corporation; by a trustee, if a trust; or by a beneficial 
        owner or managing agent, if some other form of business 
        organization signed. 
           Sec. 20.  Minnesota Statutes 1996, section 333.001, is 
        amended by adding a subdivision to read: 
           Subd. 6.  [SIGNED.] (a) "Signed" means that the signature 
        of a person has been written on a document, as provided in 
        section 645.44, subdivision 14, and, with respect to a document 
        required by this chapter to be filed with the secretary of 
        state, means that the document has been signed by a person 
        authorized to do so by the organizational documents, bylaws, 
        agreements, or by a resolution approved by the ultimately 
        responsible managing entity for the business organization. 
           (b) A signature on a document may be a facsimile affixed, 
        engraved, printed, placed, stamped with indelible ink, 
        transmitted by facsimile or electronically, or in any other 
        manner reproduced on the document. 
           Sec. 21.  Minnesota Statutes 1996, section 333.001, is 
        amended by adding a subdivision to read: 
           Subd. 7.  [FILED WITH THE SECRETARY OF STATE.] "Filed with 
        the secretary of state" means that a document meeting the 
        applicable requirements of this chapter, signed and accompanied 
        by the required filing fee, has been delivered to the secretary 
        of state of this state.  The secretary of state shall endorse on 
        the document the word "Filed" and the month, day, and year of 
        filing, record the document in the office of the secretary of 
        state, and return a document to the person who delivered it for 
        filing. 
           Presented to the governor March 17, 1997 
           Signed by the governor March 18, 1997, 9:20 a.m.