Minnesota Session Laws - 1998, Regular Session

                            CHAPTER 360-S.F.No. 2192 
                  An act relating to corporations; clarifying the 
                  application of certain statutory requirements for 
                  corporations created by political subdivisions; 
                  authorizing the ratification of a nonprofit 
                  corporation by Brown county; amending Minnesota 
                  Statutes 1997 Supplement, section 465.715, by adding a 
                  subdivision. 
        BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
           Section 1.  Minnesota Statutes 1997 Supplement, section 
        465.715, is amended by adding a subdivision to read: 
           Subd. 1a.  [APPLICATION.] Except as provided by subdivision 
        2, subdivision 1 only applies to a corporation for which a 
        certificate of incorporation is issued by the secretary of state 
        on or after June 1, 1997.  A corporation that had been issued a 
        certificate of incorporation before June 1, 1997, may continue 
        to operate as if it had been created in compliance with 
        subdivision 1.  This subdivision expires July 1, 1999. 
           Sec. 2.  [BROWN COUNTY ECONOMIC DEVELOPMENT CORPORATION.] 
           (a) The Brown county board of commissioners may ratify the 
        creation of the nonprofit corporation formed by filing articles 
        with the office of the secretary of state on October 3, 1990, 
        under the name Brown County Economic Development Partners, Inc.  
        under Minnesota Statutes, chapter 317A, for the purposes of 
        economic development and related activities. The corporation 
        shall have the following specific powers, in addition to other 
        powers otherwise provided by law: 
           (1) to purchase, hold, lease, sell, develop, mortgage, 
        encumber, or otherwise acquire or dispose of property, whether 
        real, personal, or mixed, tangible, or intangible; 
           (2) to issue bonds, debentures, or obligations of the 
        corporation from time to time for any of the corporate purposes, 
        and to secure them by mortgage pledge, deed, trust, or 
        otherwise; 
           (3) to acquire the goodwill, rights, property, and assets 
        of all kinds, and to undertake the whole or any part of the 
        liabilities of any person, firm, association, or corporation; 
           (4) to give any guaranty for the performance of any 
        obligation or understanding; and 
           (5) to provide a reasonable amount of operating capital for 
        material assistance in the accomplishment of the corporate 
        purposes. 
           (b) Beginning July 1, 1998: 
           (1) individuals affiliated with or employed by the 
        corporation are not liable for the obligations of the 
        corporation to the same extent as persons similarly affiliated 
        or employed with nonprofit corporations governed by Minnesota 
        Statutes, chapter 317A, or county government, whichever 
        exemption from liability is greater.  Notwithstanding any 
        provisions of Minnesota Statutes, chapter 317A, to the contrary, 
        the corporation is also subject to all provisions of law 
        applicable to counties; 
           (2) a meeting of the board of directors of the corporation, 
        which otherwise must comply with Minnesota Statutes, section 
        471.705, may be closed when discussing information about a 
        business if public dissemination might divulge proprietary 
        matters, or competitive business strategies to the detriment of 
        participating or prospective businesses; 
           (3) the corporation must submit an annual budget and 
        independent audit to the county board that must be made 
        available to the public; the state auditor may conduct the 
        audit, but it must be conducted separately from the audit the 
        state auditor conducts of Brown county; 
           (4) before the corporation makes an expenditure of $100,000 
        or more, whether by grant, loan, or otherwise, the expenditure 
        must be approved by the Brown county board after a public 
        hearing called by the board with at least ten days' published 
        notice in the official newspaper of the county; 
           (5) the issuance of bonds, debentures, or other obligations 
        does not constitute a general obligation of the county and is 
        not subject to Minnesota Statutes, chapter 475; 
           (6) the corporation is not subject to Minnesota Statutes, 
        section 471.345; and 
           (7) an officer or employee of the corporation is not a 
        "public employee" within the meaning of Minnesota Statutes, 
        section 353.01, subdivision 2, nor is the position a "public 
        employment position" within the meaning of Minnesota Statutes, 
        section 375.58, subdivision 1. 
           Sec. 3.  [LOCAL APPROVAL.] 
           Section 1 is effective the day following final enactment.  
        Section 2 is effective retroactive to July 10, 1990, upon 
        approval by the governing body of Brown county and compliance 
        with Minnesota Statutes, section 645.021, subdivision 3. 
           Presented to the governor April 3, 1998 
           Became law without the governor's signature April 7, 1998