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Office of the Revisor of Statutes

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

                            CHAPTER 311-S.F.No. 2542 
                  An act relating to business organizations; regulating 
                  business corporations, nonprofit corporations, and 
                  limited liability companies; providing legal 
                  recognition of electronic records and signatures; 
                  regulating meetings by means of remote communications 
                  and dissolutions and terminations; regulating use of 
                  names by successor corporations; regulating investment 
                  company authority to issue shares; defining terms; 
                  making technical and conforming changes; providing for 
                  mergers and acquisitions by business corporations; 
                  amending Minnesota Statutes 2000, sections 302A.011, 
                  subdivisions 17, 21, 31, 38, 50, by adding 
                  subdivisions; 302A.115, subdivision 5; 302A.135, by 
                  adding a subdivision; 302A.231; 302A.239, subdivisions 
                  1, 2; 302A.431, subdivision 3; 302A.433, subdivision 
                  3; 302A.436; 302A.441; 302A.449, subdivision 1; 
                  302A.471, subdivision 1; 302A.621, subdivisions 1, 2, 
                  3, 4; 302A.673, subdivision 1; 302A.734; 303.11; 
                  317A.011, by adding subdivisions; 317A.231; 317A.239, 
                  subdivisions 1, 2; 317A.431, subdivision 3; 317A.433, 
                  subdivision 3; 317A.445; 317A.453, subdivision 1; 
                  317A.733, subdivisions 3, 4; 322A.03; 322B.03, 
                  subdivisions 36a, 45a, by adding subdivisions; 
                  322B.12, subdivision 4; 322B.333, subdivision 3; 
                  322B.336, subdivision 3; 322B.343; 322B.35, 
                  subdivisions 1, 2; 322B.363, subdivision 1; 322B.643; 
                  322B.656, subdivisions 1, 2; 322B.826; 323A.11-02; 
                  333.055, subdivision 4; proposing coding for new law 
                  in Minnesota Statutes, chapters 302A; 317A; 322B; 
                  repealing Minnesota Statutes 2000, section 317A.449. 
        BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 

                                   ARTICLE 1 
                             BUSINESS CORPORATIONS 
           Section 1.  Minnesota Statutes 2000, section 302A.011, 
        subdivision 17, is amended to read: 
           Subd. 17.  [NOTICE.] "Notice" is given by a shareholder of 
        a corporation to the corporation or an officer of the 
        corporation when in writing and mailed or delivered to the 
        corporation or the officer at the registered office or principal 
        executive office of the corporation.  In all other cases, 
        "notice" is given to a person when mailed to the person at an 
        address designated by the person or at the last known address of 
        the person, or when communicated to the person orally, or when 
        handed to the person, or when left at the office of the person 
        with a clerk or other person in charge of the office, or if 
        there is no one in charge, when left in a conspicuous place in 
        the office, or if the office is closed or the person to be 
        notified has no office, when left at the dwelling house or usual 
        place of abode of the person with some person of suitable age 
        and discretion then residing therein.  Notice is also given by a 
        publicly held corporation to a shareholder if the notice is 
        addressed to the shareholder or group of shareholders in a 
        manner permitted by the rules and regulations under the 
        Securities Exchange Act of 1934, provided that the corporation 
        has first received any affirmative written consent or implied 
        consent required under those rules and regulations.  Notice by 
        mail is given when deposited in the United States mail with 
        sufficient postage affixed.  Notice is deemed received when it 
        is given.  
           Sec. 2.  Minnesota Statutes 2000, section 302A.011, 
        subdivision 21, is amended to read: 
           Subd. 21.  [PARENT.] "Parent" of a specified corporation 
        means a corporation that directly, or indirectly through related 
        corporations organizations, owns more than 50 percent of the 
        voting power of the shares entitled to vote for directors of the 
        specified corporation.  
           Sec. 3.  Minnesota Statutes 2000, section 302A.011, 
        subdivision 31, is amended to read: 
           Subd. 31.  [SUBSIDIARY.] "Subsidiary" of a specified 
        corporation means a corporation having more than 50 percent of 
        the voting power of its shares entitled to vote for directors 
        owned directly, or indirectly through related 
        corporations organizations, by the specified corporation. 
           Sec. 4.  Minnesota Statutes 2000, 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, or 
        to exchange for stock pursuant to an exchange offer, all shares 
        of the voting stock of the issuing public corporation: 
           (i) which (1) that has been approved by a majority vote of 
        the members of a committee comprised composed solely of the one 
        or more 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 or exchange 
        offer; and 
           (ii) (2) 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.
           Sec. 5.  Minnesota Statutes 2000, 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) (a) 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, in either case: 
           (1) on the composite tape for New York Stock Exchange 
        listed shares; or, 
           (2) 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, 
           (3) if the shares are not listed on any such exchange, on 
        the NASDAQ National Nasdaq Stock Market,; or, 
           (4) if the shares are not quoted on the NASDAQ 
        National Nasdaq Stock Market, on the 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 under clauses (1) through (4) is available, 
        then 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) (b) 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 2000, section 302A.011, is 
        amended by adding a subdivision to read: 
           Subd. 60.  [ELECTRONIC COMMUNICATION.] "Electronic 
        communication" means any form of communication, not directly 
        involving the physical transmission of paper, that creates a 
        record that may be retained, retrieved, and reviewed by a 
        recipient of the communication, and that may be directly 
        reproduced in paper form by the recipient through an automated 
        process. 
           Sec. 7.  Minnesota Statutes 2000, section 302A.011, is 
        amended by adding a subdivision to read: 
           Subd. 61.  [REMOTE COMMUNICATION.] "Remote communication" 
        means communication via electronic communication, conference 
        telephone, video conference, the Internet, or such other means 
        by which persons not physically present in the same location may 
        communicate with each other on a substantially simultaneous 
        basis. 
           Sec. 8.  Minnesota Statutes 2000, section 302A.011, is 
        amended by adding a subdivision to read: 
           Subd. 62.  [AUTHENTICATED.] "Authenticated" means, with 
        respect to an electronic communication, that the communication 
        is delivered to the principal place of business of the 
        corporation, or to an officer or agent of the corporation 
        authorized by the corporation to receive the communication, and 
        that the communication sets forth information from which the 
        corporation can reasonably conclude that the communication was 
        sent by the purported sender. 
           Sec. 9.  [302A.015] [LEGAL RECOGNITION OF ELECTRONIC 
        RECORDS AND SIGNATURES.] 
           Subdivision 1.  [DEFINITIONS.] (a) For purposes of this 
        section, the words, terms, and phrases defined in this 
        subdivision have the meanings given them. 
           (b) "Electronic" means relating to technology having 
        electrical, digital, magnetic, wireless, optical, 
        electromagnetic, or similar capabilities. 
           (c) "Electronic record" means a record created, generated, 
        sent, communicated, received, or stored by electronic means. 
           (d) "Electronic signature" means an electronic sound, 
        symbol, or process attached to or logically associated with a 
        record and executed or adopted by a person with the intent to 
        sign the record. 
           (e) "Record" means information that is inscribed on a 
        tangible medium or that is stored in an electronic or other 
        medium and is retrievable in perceivable form. 
           Subd. 2.  [ELECTRONIC RECORDS AND SIGNATURES.] For purposes 
        of this chapter: 
           (1) a record or signature may not be denied legal effect or 
        enforceability solely because it is in electronic form; 
           (2) a contract may not be denied legal effect or 
        enforceability solely because an electronic record was used in 
        its formation; 
           (3) if a provision requires a record to be in writing, an 
        electronic record satisfies the requirement; and 
           (4) if a provision requires a signature, an electronic 
        signature satisfies the requirement. 
           Sec. 10.  Minnesota Statutes 2000, section 302A.115, 
        subdivision 5, is amended to read: 
           Subd. 5.  [USE OF NAME BY SUCCESSOR CORPORATION.] A 
        corporation that is merged the surviving organization in a 
        merger with another domestic or foreign corporation one or more 
        other organizations, or that is incorporated by the 
        reorganization of one or more domestic or foreign corporations 
        organizations, or that acquires by sale, lease, or other 
        disposition to or exchange with a domestic corporation an 
        organization all or substantially all of the assets of 
        another domestic or foreign corporation organization, including 
        its name, may have the same name as that used in this state by 
        any of the other corporations organizations, if the 
        other corporation organization whose name is sought to be used 
        was incorporated organized under the laws of, or is authorized 
        to transact business in, this state.  
           Sec. 11.  Minnesota Statutes 2000, section 302A.135, is 
        amended by adding a subdivision to read: 
           Subd. 6.  [INVESTMENT COMPANIES.] Notwithstanding any 
        contrary provision of this chapter, the board of directors of a 
        corporation that is registered as an open-end management 
        investment company under the Investment Company Act of 1940 may, 
        without shareholder approval, increase or decrease, but not 
        below the then-outstanding shares, the aggregate number of 
        shares the corporation has authority to issue, including shares 
        of any class or series, unless a provision has been included in 
        the corporation's articles prohibiting the board from increasing 
        or decreasing the aggregate number of shares, or any class or 
        series of shares, as applicable, that the corporation has 
        authority to issue. 
           Sec. 12.  Minnesota Statutes 2000, section 302A.231, is 
        amended to read: 
           302A.231 [BOARD MEETINGS.] 
           Subdivision 1.  [TIME; PLACE.] Meetings of the board may be 
        held from time to time as provided in the articles or bylaws at 
        any place within or without the state that the board may select 
        or by any means described in subdivision 2.  If the board fails 
        to select a place for a meeting, the meeting shall be held at 
        the principal executive office, unless the articles or bylaws 
        provide otherwise.  The board of directors may determine under 
        subdivision 2 that a meeting of the board of directors shall be 
        held solely by means of remote communication. 
           Subd. 2.  [ELECTRONIC COMMUNICATIONS MEETINGS SOLELY BY 
        MEANS OF REMOTE COMMUNICATION.] (a) A conference Any meeting 
        among directors by any means of may be conducted solely by one 
        or more means of remote communication through which all of the 
        directors may simultaneously hear participate with each other 
        during the conference constitutes a board meeting, if the same 
        notice is given of the conference as would be meeting required 
        by subdivision 3 for a meeting 4, and if the number of directors 
        participating in the conference would be meeting is sufficient 
        to constitute a quorum at a meeting.  Participation in a meeting 
        by that means constitutes presence in person at the meeting.  
           (b) Subd. 3.  [PARTICIPATION IN MEETINGS BY MEANS OF REMOTE 
        COMMUNICATION.] A director may participate in a board 
        meeting not described in paragraph (a) by any means of 
        conference telephone or, if authorized by the board, by such 
        other means of remote communication, in each case through which 
        the director, other directors so participating, and all 
        directors physically present at the meeting may simultaneously 
        hear participate with each other during the meeting.  
        Participation in a meeting by that means constitutes presence in 
        person at the meeting.  
           Subd. 3. 4.  [CALLING MEETINGS; NOTICE.] Unless the 
        articles or bylaws provide for a different time period, a 
        director may call a board meeting by giving at least ten days' 
        notice or, in the case of organizational meetings pursuant to 
        section 302A.171, subdivision 2, at least three days' notice, to 
        all directors of the date, time, and place of the meeting.  The 
        notice need not state the purpose of the meeting unless the 
        articles or bylaws require it.  
           Subd. 4. 5.  [PREVIOUSLY SCHEDULED MEETINGS.] If the day or 
        date, time, and place of a board meeting have been provided in 
        the articles or bylaws, or announced at a previous meeting of 
        the board, no notice is required.  Notice of an adjourned 
        meeting need not be given other than by announcement at the 
        meeting at which adjournment is taken.  
           Subd. 5. 6.  [WAIVER OF NOTICE.] A director may waive 
        notice of a meeting of the board.  A waiver of notice by a 
        director entitled to notice is effective whether given before, 
        at, or after the meeting, and whether given in writing, orally, 
        or by attendance.  Attendance by a director at a meeting is a 
        waiver of notice of that meeting, except where the director 
        objects at the beginning of the meeting to the transaction of 
        business because the meeting is not lawfully called or convened 
        and does not participate thereafter in the meeting.  
           Sec. 13.  Minnesota Statutes 2000, section 302A.239, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [METHOD.] An action required or permitted 
        to be taken at a board meeting may be taken by written action 
        signed, or consented to by authenticated electronic 
        communication, by all of the directors.  If the articles so 
        provide, any action, other than an action requiring shareholder 
        approval, may be taken by written action signed, or consented to 
        by authenticated electronic communication, by the number of 
        directors that would be required to take the same action at a 
        meeting of the board at which all directors were present. 
           Sec. 14.  Minnesota Statutes 2000, section 302A.239, 
        subdivision 2, is amended to read: 
           Subd. 2.  [EFFECTIVE TIME.] The written action is effective 
        when signed, or consented to by authenticated electronic 
        communication, by the required number of directors, unless a 
        different effective time is provided in the written action.  
           Sec. 15.  Minnesota Statutes 2000, section 302A.431, 
        subdivision 3, is amended to read: 
           Subd. 3.  [TIME; PLACE.] A regular meeting, if any, shall 
        be held on the day or date and at the time and place fixed by, 
        or in a manner authorized by, the articles or bylaws, except 
        that a meeting called by or at the demand of a shareholder 
        pursuant to subdivision 2 shall be held in the county where the 
        principal executive office of the corporation is located.  To 
        the extent authorized in the articles or bylaws, the board of 
        directors may determine that a regular meeting of the 
        shareholders shall be held solely by means of remote 
        communication in accordance with section 302A.436, subdivision 2.
           Sec. 16.  Minnesota Statutes 2000, section 302A.433, 
        subdivision 3, is amended to read: 
           Subd. 3.  [TIME; PLACE.] Special meetings shall be held on 
        the date and at the time and place fixed by the chief executive 
        officer, the chief financial officer, the board, or a person 
        authorized by the articles or bylaws to call a meeting, except 
        that a special meeting called by or at the demand of a 
        shareholder or shareholders pursuant to subdivision 2 shall be 
        held in the county where the principal executive office is 
        located.  To the extent authorized in the articles or bylaws, 
        the board of directors may determine that a special meeting of 
        the shareholders shall be held solely by means of remote 
        communication in accordance with section 302A.436, subdivision 2.
           Sec. 17.  Minnesota Statutes 2000, section 302A.436, is 
        amended to read: 
           302A.436 [ELECTRONIC REMOTE COMMUNICATIONS FOR SHAREHOLDER 
        MEETINGS.] 
           Subdivision 1.  [ELECTRONIC CONFERENCES CONSTRUCTION AND 
        APPLICATION.] If and This section shall be construed and applied 
        to: 
           (1) facilitate remote communication consistent with other 
        applicable law; and 
           (2) be consistent with reasonable practices concerning 
        remote communication and with the continued expansion of those 
        practices. 
           Subd. 2.  [SHAREHOLDER MEETINGS HELD SOLELY BY MEANS OF 
        REMOTE COMMUNICATION.] To the extent authorized in the articles 
        or bylaws or and determined by the board of a closely held 
        corporation, a conference among regular or special meeting of 
        shareholders may be held solely by any combination of means of 
        remote communication through which the shareholders may 
        simultaneously hear each other during participate in the 
        conference constitutes a regular or special meeting of 
        shareholders, if the same notice of the meeting is given of the 
        conference to every holder of shares entitled to vote as would 
        be required by this chapter for a meeting, and if the number of 
        shares held by the shareholders participating in the conference 
        meeting would be sufficient to constitute a quorum at a 
        meeting.  Participation in a conference by a shareholder by that 
        means constitutes presence at the meeting in person or by proxy 
        if all the other requirements of section 302A.449 are met. 
           Subd. 2 3.  [PARTICIPATION IN SHAREHOLDER MEETINGS BY 
        ELECTRONIC MEANS OF REMOTE COMMUNICATION.] If and To the extent 
        authorized in the articles or bylaws or and determined by the 
        board of a closely held corporation, a shareholder may 
        participate in not physically present in person or by proxy at a 
        regular or special meeting of shareholders not described in 
        subdivision 1 by any means of communication through which the 
        shareholder, other shareholders so participating, and all 
        shareholders physically present at the meeting may 
        simultaneously hear each other during the meeting may, by means 
        of remote communication, participate in a meeting of 
        shareholders held at a designated place.  Participation in a 
        meeting by a shareholder by that means constitutes presence at 
        the meeting in person or by proxy if all the other requirements 
        of section 302A.449 are met. 
           Subd. 3 4.  [REQUIREMENTS FOR MEETINGS HELD SOLELY BY MEANS 
        OF REMOTE COMMUNICATION AND FOR PARTICIPATION IN MEETINGS BY 
        ELECTRONIC MEANS OF REMOTE COMMUNICATION.] In any meeting of 
        shareholders held solely by means of remote communication under 
        subdivision 2 or in any meeting of shareholders held at a 
        designated place in which one or more shareholders participate 
        by means of remote communication under subdivision 3: 
           (1) the corporation shall implement reasonable measures to 
        verify that each person deemed present and entitled to vote at 
        the meeting by means of remote communication is a shareholder; 
        and 
           (2) the corporation shall implement reasonable measures to 
        provide each shareholder participating by means of remote 
        communication with a reasonable opportunity to participate in 
        the meeting, including an opportunity to: 
           (i) read or hear the proceedings of the meeting 
        substantially concurrently with those proceedings; 
           (ii) if allowed by the procedures governing the meeting, 
        have the shareholder's remarks heard or read by other 
        participants in the meeting substantially concurrently with the 
        making of those remarks; and 
           (iii) if otherwise entitled, vote on matters submitted to 
        the shareholders. 
           Subd. 5.  [NOTICE TO SHAREHOLDERS.] (a) Any notice to 
        shareholders given by the corporation under any provision of 
        this chapter, the articles, or the bylaws by a form of 
        electronic communication consented to by the shareholder to whom 
        the notice is given is effective when given.  The notice is 
        deemed given: 
           (1) if by facsimile communication, when directed to a 
        telephone number at which the shareholder has consented to 
        receive notice; 
           (2) if by electronic mail, when directed to an electronic 
        mail address at which the shareholder has consented to receive 
        notice; 
           (3) if by a posting on an electronic network on which the 
        shareholder has consented to receive notice, together with 
        separate notice to the shareholder of the specific posting, upon 
        the later of: 
           (i) the posting; and 
           (ii) the giving of the separate notice; and 
           (4) if by any other form of electronic communication by 
        which the shareholder has consented to receive notice, when 
        directed to the shareholder. 
        An affidavit of the secretary, other authorized officer, or 
        authorized agent of the corporation, that the notice has been 
        given by a form of electronic communication is, in the absence 
        of fraud, prima facie evidence of the facts stated in the 
        affidavit. 
           (b) Consent by a shareholder to notice given by electronic 
        communication may be given in writing or by authenticated 
        electronic communication.  The corporation is entitled to rely 
        on any consent so given until revoked by the shareholder, 
        provided that no revocation affects the validity of any notice 
        given before receipt by the corporation of revocation of the 
        consent. 
           Subd. 6.  [REVOCATION.] Any ballot, vote, authorization, or 
        consent submitted by electronic communication under this chapter 
        may be revoked by the shareholder submitting the ballot, vote, 
        authorization, or consent so long as the revocation is received 
        by an officer of the corporation at or before the meeting or 
        before an action without a meeting is effective according to 
        section 302A.441. 
           Subd. 7.  [WAIVER.] Waiver of notice by a shareholder of a 
        meeting by means of authenticated electronic communication 
        described in subdivisions 1 and 2 may be given in the manner 
        provided in section 302A.435, subdivision 4.  Participation in a 
        meeting by means of remote communication described in 
        subdivisions 1 and 2 and 3 is a waiver of notice of that 
        meeting, except where the shareholder objects at the beginning 
        of the meeting to the transaction of business because the 
        meeting is not lawfully called or convened, or objects before a 
        vote on an item of business because the item may not lawfully be 
        considered at the meeting and does not participate in the 
        consideration of the item at that meeting. 
           Sec. 18.  Minnesota Statutes 2000, section 302A.441, is 
        amended to read: 
           302A.441 [ACTION WITHOUT A MEETING.] 
           An action required or permitted to be taken at a meeting of 
        the shareholders may be taken without a meeting by written 
        action signed, or consented to by authenticated electronic 
        communication, by all of the shareholders entitled to vote on 
        that action.  The written action is effective when it has been 
        signed, or consented to by authenticated electronic 
        communication, by all of those shareholders, unless a different 
        effective time is provided in the written action.  
           Sec. 19.  Minnesota Statutes 2000, 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 (1) 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, or (2) telephonic transmission 
        or authenticated electronic communication, whether or not 
        accompanied by written instructions of the shareholder, of an 
        appointment of a proxy with the corporation or the corporation's 
        duly authorized agent at or before the meeting at which the 
        appointment is to be effective.  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 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 telephonic transmission or 
        authenticated electronic transmission communication 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 reasonably concluded that a 
        telegram, cablegram, or other electronic the telephonic 
        transmission or authenticated electronic communication 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.  A proxy so appointed may vote on behalf of the 
        shareholder, or otherwise participate, in a meeting by remote 
        communication according to section 302A.436 to the extent the 
        shareholder appointing the proxy would have been entitled to 
        participate by remote communication according to section 
        302A.436 if the shareholder did not appoint the proxy. 
           (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 consented to by authenticated electronic 
        communication by any one of them, unless the corporation 
        receives from any one of those shareholders written notice or 
        authenticated electronic communication either denying the 
        authority of that person to appoint a proxy or appointing a 
        different proxy.  
           Sec. 20.  Minnesota Statutes 2000, section 302A.471, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [ACTIONS CREATING RIGHTS.] A shareholder of 
        a corporation may dissent from, and obtain payment for the fair 
        value of the shareholder's shares in the event of, any of the 
        following corporate actions:  
           (a) an amendment of the articles that materially and 
        adversely affects the rights or preferences of the shares of the 
        dissenting shareholder in that it:  
           (1) alters or abolishes a preferential right of the shares; 
           (2) creates, alters, or abolishes a right in respect of the 
        redemption of the shares, including a provision respecting a 
        sinking fund for the redemption or repurchase of the shares; 
           (3) alters or abolishes a preemptive right of the holder of 
        the shares to acquire shares, securities other than shares, or 
        rights to purchase shares or securities other than shares; 
           (4) excludes or limits the right of a shareholder to vote 
        on a matter, or to cumulate votes, except as the right may be 
        excluded or limited through the authorization or issuance of 
        securities of an existing or new class or series with similar or 
        different voting rights; except that an amendment to the 
        articles of an issuing public corporation that provides that 
        section 302A.671 does not apply to a control share acquisition 
        does not give rise to the right to obtain payment under this 
        section; 
           (b) a sale, lease, transfer, or other disposition of all or 
        substantially all of the property and assets of the corporation, 
        but not including a transaction permitted without shareholder 
        approval in section 302A.661, subdivision 1, or a disposition in 
        dissolution described in section 302A.725, subdivision 2, 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 shareholders 
        in accordance with their respective interests within one year 
        after the date of disposition; 
           (c) a plan of merger, whether under this chapter or under 
        chapter 322B, to which the corporation is a constituent 
        organization, except as provided in subdivision 3, and except 
        for a plan of merger adopted under section 302A.626; 
           (d) a plan of exchange, whether under this chapter or under 
        chapter 322B, to which the corporation is a party as the 
        corporation whose shares will be acquired by the acquiring 
        corporation, except as provided in subdivision 3; or 
           (e) any other corporate action taken pursuant to a 
        shareholder vote with respect to which the articles, the bylaws, 
        or a resolution approved by the board directs that dissenting 
        shareholders may obtain payment for their shares. 
           Sec. 21.  Minnesota Statutes 2000, section 302A.621, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [WHEN AUTHORIZED; CONTENTS OF PLAN.] A 
        parent owning at least 90 percent of the outstanding shares of 
        each class and series of a subsidiary directly, or indirectly 
        through related corporations organizations, other than classes 
        or series that, absent this section, would otherwise not be 
        entitled to vote on the merger, may merge the subsidiary into 
        itself or into any other subsidiary at least 90 percent of the 
        outstanding shares of each class and series of which is owned by 
        the parent directly, or indirectly through related corporations 
        organizations, other than classes or series that, absent this 
        section, would otherwise not be entitled to vote on the merger, 
        without a vote of the shareholders of itself or any subsidiary 
        or may merge itself, or itself and one or more of the 
        subsidiaries, into one of the subsidiaries under this section.  
        A resolution approved by the affirmative vote of a majority of 
        the directors of the parent present shall set forth a plan of 
        merger that contains:  
           (a) (1) the name of the subsidiary or subsidiaries, the 
        name of the parent and the name of the surviving corporation; 
           (b) (2) the manner and basis of converting the shares of 
        the subsidiary or subsidiaries or parent into securities of the 
        parent, subsidiary, or of another corporation or, in whole or in 
        part, into money or other property; 
           (c) (3) if the parent is a constituent corporation but is 
        not the surviving corporation in the merger, a provision for the 
        pro rata issuance of shares of the surviving corporation to the 
        holders of shares of the parent on surrender of any certificates 
        for shares of the parent; and 
           (d) (4) if the surviving corporation is a subsidiary, a 
        statement of any amendments to the articles of the surviving 
        corporation that will be part of the merger.  
           If the parent is a constituent corporation and the 
        surviving corporation in the merger, it may change its corporate 
        name, without a vote of its shareholders, by the inclusion of a 
        provision to that effect in the resolution of merger setting 
        forth the plan of merger that is approved by the affirmative 
        vote of a majority of the directors of the parent present.  Upon 
        the effective date of the merger, the name of the parent shall 
        be changed. 
           If the parent is a constituent corporation but is not the 
        surviving corporation in the merger, the resolution is not 
        effective unless it is also approved by the affirmative vote of 
        the holders of a majority of the voting power of all shares of 
        the parent entitled to vote at a regular or special meeting held 
        in accordance with section 302A.613 if the parent is a domestic 
        corporation or in accordance with the laws under which it is 
        incorporated if the parent is a foreign corporation. 
           Sec. 22.  Minnesota Statutes 2000, section 302A.621, 
        subdivision 2, is amended to read: 
           Subd. 2.  [NOTICE TO SHAREHOLDERS OF SUBSIDIARY.] Notice of 
        the action, including a copy of the plan of merger, shall be 
        mailed given to each shareholder, other than the parent and any 
        subsidiary, of each subsidiary that is a constituent corporation 
        in the merger before, or within ten days after, the effective 
        date of the merger.  
           Sec. 23.  Minnesota Statutes 2000, section 302A.621, 
        subdivision 3, is amended to read: 
           Subd. 3.  [ARTICLES OF MERGER; CONTENTS OF ARTICLES.] 
        Articles of merger shall be prepared that contain:  
           (a) (1) the plan of merger; 
           (b) (2) the number of outstanding shares of each class and 
        series of each subsidiary that is a constituent corporation in 
        the merger, other than the classes or series that, absent this 
        section, would otherwise not be entitled to vote on the merger, 
        and the number of shares of each class and series of the 
        subsidiary or subsidiaries, other than classes or series that, 
        absent this section, would otherwise not be entitled to vote on 
        the merger, owned by the parent directly, or indirectly through 
        related corporations organizations; and 
           (c) The date a copy of the plan of merger was mailed to 
        shareholders, other than the parent or a subsidiary, of each 
        subsidiary that is a constituent corporation in the merger; and 
           (d) (3) a statement that the plan of merger has been 
        approved by the parent under this section.  
           Sec. 24.  Minnesota Statutes 2000, section 302A.621, 
        subdivision 4, is amended to read: 
           Subd. 4.  [ARTICLES SIGNED, FILED.] Within 30 days after a 
        copy of the plan of merger is mailed to shareholders of each 
        subsidiary that is a constituent corporation to the merger, or 
        upon waiver of the mailing by the holders of all outstanding 
        shares of each subsidiary that is a constituent corporation to 
        the merger, The articles of merger shall be signed on behalf of 
        the parent and filed with the secretary of state.  
           Sec. 25.  [302A.626] [MERGER TO EFFECT A HOLDING COMPANY 
        REORGANIZATION.] 
           Subdivision 1.  [DEFINITIONS.] (a) For purposes of this 
        section, the terms defined in this subdivision have the meanings 
        given them. 
           (b) "Holding company" means the corporation that is or 
        becomes the direct parent of the surviving corporation of a 
        merger accomplished under this section. 
           (c) "Parent constituent corporation" means the parent that 
        merges with or into the subsidiary constituent corporation. 
           (d) "Subsidiary constituent corporation" means the 
        subsidiary that the parent constituent corporation merges with 
        or into in the merger. 
           Subd. 2.  [AUTHORIZATION.] Unless its articles expressly 
        provide otherwise, and subject to subdivision 3, a parent 
        constituent corporation may merge with or into a subsidiary 
        constituent corporation without a vote of the shareholders of 
        the parent constituent corporation. 
           Subd. 3.  [REQUIREMENTS.] A merger may be accomplished 
        under this section only if each of the following requirements is 
        met: 
           (1) the holding company and the constituent corporations to 
        the merger are each organized under this chapter; 
           (2) at all times following the issuance of shares until the 
        consummation of a merger under this section, the holding company 
        was a direct wholly owned subsidiary of the parent constituent 
        corporation; 
           (3) immediately before the consummation of a merger under 
        this section, the subsidiary constituent corporation is an 
        indirect wholly owned subsidiary of the parent constituent 
        corporation and a direct wholly owned subsidiary of the holding 
        company; 
           (4) the parent constituent corporation and the subsidiary 
        constituent corporation are the only constituent corporations to 
        the merger; 
           (5) immediately after the merger becomes effective, the 
        surviving corporation becomes or remains a direct wholly owned 
        subsidiary of the holding company; 
           (6) each share or fraction of a share of the parent 
        constituent corporation outstanding immediately before the 
        effective time of the merger is converted in the merger into a 
        share or equal fraction of a share of the holding company having 
        the same designation and relative rights and preferences, and 
        the same restrictions thereon, as the share or fraction of a 
        share of the parent constituent corporation being converted in 
        the merger; 
           (7) the articles and bylaws of the holding company 
        immediately following the effective time of the merger contain 
        provisions identical to the articles and bylaws of the parent 
        constituent corporation immediately before the effective time of 
        the merger, other than provisions, if any, regarding the 
        incorporator or incorporators, the corporate name, the 
        registered office and agent, the initial board of directors, and 
        the initial subscribers for shares and the provisions contained 
        in any amendment to the articles of the parent constituent 
        corporation that were necessary to effect an exchange, 
        reclassification, or cancellation of shares, if the exchange, 
        reclassification, or cancellation has become effective; 
           (8) the articles and bylaws of the surviving corporation 
        immediately following the effective time of the merger are 
        identical to the articles and bylaws of the parent constituent 
        corporation immediately before the effective time of the merger, 
        other than provisions, if any, regarding the incorporator or 
        incorporators, the corporate name, the registered office and 
        agent, the initial board of directors, and the initial 
        subscribers for shares and the provisions contained in any 
        amendment to the articles of the parent constituent corporation 
        that were necessary to effect an exchange, reclassification, or 
        cancellation of shares, if the exchange, reclassification, or 
        cancellation has become effective, except that: 
           (i) the articles of the surviving corporation shall be 
        amended in the merger to contain a provision requiring that any 
        act or transaction by or involving the surviving corporation, 
        other than the election or removal of directors of the surviving 
        corporation, that requires for its adoption under this chapter 
        or its articles the approval of the shareholders of the 
        surviving corporation shall, by specific reference to this 
        section, require, in addition, the approval of the shareholders 
        of the holding company, or any successor by merger, by the same 
        vote as is required by this chapter and/or by the articles of 
        the surviving corporation; and 
           (ii) the articles of the surviving corporation may be 
        amended in the merger to reduce the number of classes, series, 
        and shares that the surviving corporation is authorized to 
        issue; 
           (9) the directors of the parent constituent corporation 
        become or remain the directors of the holding company 
        immediately after the merger becomes effective; 
           (10) the board of directors of the parent constituent 
        corporation determines that the shareholders of the parent 
        constituent corporation will not recognize gain or loss for 
        United States federal income tax purposes; and 
           (11) a resolution approved by the affirmative vote of a 
        majority of the directors of the parent constituent corporation 
        present sets forth a plan of merger that contains provisions 
        addressing the requirements of clauses (1) to (10). 
           Subd. 4.  [REMOVAL OF DIRECTORS OF SURVIVING 
        CORPORATION.] Neither subdivision 3, clause (8), item (i), nor 
        any provisions of the surviving corporation's articles required 
        by that item may be construed to require approval of the 
        shareholders of the holding company to elect or remove directors 
        of the surviving corporation. 
           Subd. 5.  [INTERACTION WITH CERTAIN OTHER SECTIONS.] To the 
        extent restrictions under section 302A.671 or 302A.673 applied 
        to the parent constituent corporation or any of its shareholders 
        at the effective time of the merger, those restrictions apply to 
        the holding company and its shareholders immediately after the 
        merger becomes effective as though the holding company were the 
        parent constituent corporation.  No shareholder who, immediately 
        before the merger becomes effective, was not an acquiring person 
        or an interested shareholder of the parent constituent 
        corporation shall, solely by reason of the merger, become an 
        acquiring person or interested shareholder of the holding 
        company. 
           Subd. 6.  [SHARE CERTIFICATES.] If the name of the holding 
        company at the time the merger takes effect is the same as the 
        name of the parent constituent corporation immediately before 
        that time, the shares of the holding company into which the 
        shares of the parent constituent corporation are converted in 
        the merger must, unless new certificates are issued, be 
        represented by the share certificates that previously 
        represented shares of the parent constituent corporation. 
           Subd. 7.  [ARTICLES OF MERGER; FILING WITH SECRETARY OF 
        STATE.] (a) Articles of merger must be prepared that contain: 
           (1) the plan of merger; and 
           (2) a statement that the plan of merger was adopted under 
        this section. 
           (b) The articles of merger must be signed on behalf of the 
        parent constituent corporation and filed with the secretary of 
        state. 
           Subd. 8.  [CERTIFICATE.] The secretary of state shall issue 
        a certificate of merger to the surviving corporation or its 
        legal representative. 
           Subd. 9.  [NONEXCLUSIVITY.] A merger between a parent and a 
        subsidiary may be accomplished under sections 302A.611, 
        302A.613, and 302A.615, or section 302A.621 instead of this 
        section, in which case this section does not apply. 
           Sec. 26.  Minnesota Statutes 2000, section 302A.673, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [BUSINESS COMBINATION WITH INTERESTED 
        SHAREHOLDER; APPROVAL BY DIRECTORS.] (a) Notwithstanding 
        anything to the contrary contained in this chapter (except the 
        provisions of subdivision 3), an issuing public corporation may 
        not engage in any business combination, or vote, consent, or 
        otherwise act to authorize a subsidiary of the issuing public 
        corporation to engage in any business combination, 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 interested shareholder of 
        the issuing public corporation or any affiliate or associate of 
        the interested shareholder for a period of four years following 
        the interested shareholder's share acquisition date unless the 
        business combination or the acquisition of shares made by the 
        interested shareholder on the interested shareholder's share 
        acquisition date is approved before the interested shareholder's 
        share acquisition date, or on the share acquisition date but 
        prior to the interested shareholder's becoming an interested 
        shareholder on the share acquisition date, by a committee of the 
        board of the issuing public corporation formed in accordance 
        with paragraph (d). 
           (b) If a good faith definitive proposal regarding a 
        business combination is made in writing to the board of the 
        issuing public corporation, a committee of the board formed in 
        accordance with paragraph (d) shall consider and take action on 
        the proposal and respond in writing within 30 days after receipt 
        of the proposal by the issuing public corporation, setting forth 
        its decision regarding the proposal. 
           (c) If a good faith definitive proposal to acquire shares 
        is made in writing to the board of the issuing public 
        corporation, a committee of the board formed in accordance with 
        paragraph (d), shall consider and take action on the proposal 
        and respond in writing within 30 days after receipt of the 
        proposal by the issuing public corporation, setting forth its 
        decision regarding the proposal.  
           (d)(1) When a business combination or acquisition of shares 
        is proposed pursuant to this subdivision, the board shall 
        promptly form a committee composed solely of all of the board's 
        one or more disinterested directors.  The committee shall take 
        action on the proposal by the affirmative vote of a majority of 
        committee members.  No larger proportion or number of votes 
        shall be required.  Notwithstanding the provisions of section 
        302A.241, subdivision 1, the committee shall not be subject to 
        any direction or control by the board with respect to the 
        committee's consideration of, or any action concerning, a 
        business combination or acquisition of shares pursuant to this 
        section. 
           (2) A committee formed pursuant to this subdivision shall 
        be composed of one or more members.  Only disinterested 
        directors may be members of a committee formed pursuant to this 
        subdivision.  However, If the board has no disinterested 
        directors, the board shall select three or more disinterested 
        persons to be committee members.  Committee members are deemed 
        to be directors for purposes of sections 302A.251, 302A.255, and 
        302A.521. 
           (3) For purposes of this subdivision, a director or person 
        is "disinterested" if the director or person is neither an 
        officer nor an employee, nor has been an officer or employee 
        within five years preceding the formation of the committee 
        pursuant to this section, of the issuing public corporation, or 
        of a related organization. 
           Sec. 27.  Minnesota Statutes 2000, section 302A.734, is 
        amended to read: 
           302A.734 [EFFECTIVE DATE OF DISSOLUTION; CERTIFICATE.] 
           Subdivision 1.  [EFFECTIVE DATE.] When the articles of 
        dissolution have been filed with the secretary of state, or on a 
        later date or a later time each within 30 days after filing if 
        the articles of dissolution so provide, the corporation is 
        dissolved. 
           Subd. 2.  [CERTIFICATE.] The secretary of state shall issue 
        to the dissolved corporation or its legal representative a 
        certificate of dissolution that contains: 
           (1) the name of the corporation; 
           (2) the date and time the articles of dissolution were 
        filed with the secretary of state is effective; and 
           (3) a statement that the corporation is dissolved at the 
        effective date and time of the dissolution. 

                                   ARTICLE 2 
                          LIMITED LIABILITY COMPANIES 
           Section 1.  Minnesota Statutes 2000, section 322B.03, is 
        amended by adding a subdivision to read: 
           Subd. 6a.  [AUTHENTICATED.] "Authenticated" means, with 
        respect to an electronic communication, that the communication 
        is delivered to the principal place of business of the limited 
        liability company, or to a manager or agent of the limited 
        liability company authorized by the limited liability company to 
        receive the communication, and that the communication sets forth 
        information from which the limited liability company can 
        reasonably conclude that the communication was sent by the 
        purported sender. 
           Sec. 2.  Minnesota Statutes 2000, section 322B.03, is 
        amended by adding a subdivision to read: 
           Subd. 17b.  [ELECTRONIC COMMUNICATION.] "Electronic 
        communication" means any form of communication, not directly 
        involving the physical transmission of paper, that creates a 
        record that may be retained, retrieved, and reviewed by a 
        recipient of the communication, and that may be directly 
        reproduced in paper form by the recipient through an automated 
        process. 
           Sec. 3.  Minnesota Statutes 2000, section 322B.03, 
        subdivision 36a, is amended to read: 
           Subd. 36a.  [PARENT.] "Parent" of a specified limited 
        liability company means a limited liability company or a 
        corporation that directly or indirectly through related 
        organizations owns more than 50 percent of the voting power of 
        the membership interests entitled to vote for governors of the 
        specified limited liability company. 
           Sec. 4.  Minnesota Statutes 2000, section 322B.03, is 
        amended by adding a subdivision to read: 
           Subd. 41a.  [REMOTE COMMUNICATION.] "Remote communication" 
        means communication via electronic communication, conference 
        telephone, video conference, the Internet, or such other means 
        by which persons not physically present in the same location may 
        communicate with each other on a substantially simultaneous 
        basis. 
           Sec. 5.  Minnesota Statutes 2000, section 322B.03, 
        subdivision 45a, is amended to read: 
           Subd. 45a.  [SUBSIDIARY.] "Subsidiary" of a specified 
        limited liability company means a limited liability company or a 
        corporation having more than 50 percent of the voting power of 
        its membership interests entitled to vote for governors owned 
        directly or indirectly through related organizations by the 
        specified limited liability company.  
           Sec. 6.  [322B.04] [LEGAL RECOGNITION OF ELECTRONIC RECORDS 
        AND SIGNATURES.] 
           Subdivision 1.  [DEFINITIONS.] (a) For purposes of this 
        section, the words, terms, and phrases defined in this 
        subdivision have the meanings given them. 
           (b) "Electronic" means relating to technology having 
        electrical, digital, magnetic, wireless, optical, 
        electromagnetic, or similar capabilities. 
           (c) "Electronic record" means a record created, generated, 
        sent, communicated, received, or stored by electronic means. 
           (d) "Electronic signature" means an electronic sound, 
        symbol, or process attached to or logically associated with a 
        record and executed or adopted by a person with the intent to 
        sign the record. 
           (e) "Record" means information that is inscribed on a 
        tangible medium or that is stored in an electronic or other 
        medium and is retrievable in perceivable form. 
           Subd. 2.  [ELECTRONIC RECORDS AND SIGNATURES.] For purposes 
        of this chapter: 
           (1) a record or signature may not be denied legal effect or 
        enforceability solely because it is in electronic form; 
           (2) a contract may not be denied legal effect or 
        enforceability solely because an electronic record was used in 
        its formation; 
           (3) if a provision requires a record to be in writing, an 
        electronic record satisfies the requirement; and 
           (4) if a provision requires a signature, an electronic 
        signature satisfies the requirement. 
           Sec. 7.  Minnesota Statutes 2000, section 322B.12, 
        subdivision 4, is amended to read: 
           Subd. 4.  [USE OF A NAME BY A SURVIVING ORGANIZATION.] A 
        limited liability company that is merged the surviving 
        organization in a merger with another limited liability company 
        or domestic or foreign corporation one or more other 
        organizations, or that is organized by the reorganization of one 
        or more limited liability companies or domestic or foreign 
        corporations organizations, or that acquires by sale, lease, or 
        other disposition to or exchange with a limited liability 
        company an organization all or substantially all of the assets 
        of another limited liability company or domestic or foreign 
        corporation organization, including its name, may have the same 
        name as that used in this state by any of the other limited 
        liability companies or domestic or foreign 
        corporations organizations, if the other limited liability 
        company or domestic or foreign corporation organization whose 
        name is sought to be used was organized under the laws of, or is 
        authorized to transact business in, this state. 
           Sec. 8.  Minnesota Statutes 2000, section 322B.333, 
        subdivision 3, is amended to read: 
           Subd. 3.  [TIME AND PLACE.] A regular meeting, if any, must 
        be held on the day or date and at the time and place fixed by, 
        or in a manner authorized by, the articles, a member control 
        agreement, or bylaws, except that a meeting called by or at the 
        demand of a member pursuant to subdivision 2 must be held in the 
        county where the principal executive office of the limited 
        liability company is located.  To the extent authorized in the 
        articles, a member control agreement, or the bylaws, the board 
        of governors may determine that a regular meeting of the members 
        shall be held solely by means of remote communication in 
        accordance with section 322B.343, subdivision 2. 
           Sec. 9.  Minnesota Statutes 2000, section 322B.336, 
        subdivision 3, is amended to read: 
           Subd. 3.  [TIME AND PLACE.] Special meetings must be held 
        on the date and at the time and place fixed by the chief 
        manager, the treasurer, the board of governors, or a person 
        authorized by the articles, a member control agreement, or 
        bylaws to call a meeting, except that a special meeting called 
        by or at the demand of a member or members pursuant to 
        subdivision 2 must be held in the county where the principal 
        executive office is located.  To the extent authorized in the 
        articles, a member control agreement, or the bylaws, the board 
        of governors may determine that a special meeting of the members 
        shall be held solely by means of remote communication in 
        accordance with section 322B.343, subdivision 2. 
           Sec. 10.  Minnesota Statutes 2000, section 322B.343, is 
        amended to read: 
           322B.343 [ELECTRONIC REMOTE COMMUNICATIONS FOR MEMBER 
        MEETINGS.] 
           Subdivision 1.  [ELECTRONIC CONFERENCES CONSTRUCTION AND 
        APPLICATION.] If and This section shall be construed and applied 
        to: 
           (1) facilitate remote communication consistent with other 
        applicable law; and 
           (2) be consistent with reasonable practices concerning 
        remote communication and with the continued expansion of those 
        practices. 
           Subd. 2.  [MEMBER MEETINGS HELD SOLELY BY MEANS OF REMOTE 
        COMMUNICATION.] To the extent authorized in the articles, a 
        member control agreement, or the bylaws, or and determined by 
        the board of governors of a closely held limited liability 
        company, a conference among members regular or special meeting 
        of members may be held solely by any combination of means of 
        remote communication through which the members may 
        simultaneously hear each other during participate in the 
        conference constitutes a regular or special meeting of members, 
        if the same notice of the meeting is given of the conference to 
        every owner of membership interests entitled to vote as would be 
        required by this chapter for a meeting, and if the membership 
        interests held by the members participating in the conference 
        meeting would be sufficient to constitute a quorum at a 
        meeting.  Participation in a conference by a member by that 
        means constitutes presence at the meeting in person or by proxy 
        if all the other requirements of section 322B.363 are met. 
           Subd. 2. 3.  [PARTICIPATION BY ELECTRONIC MEANS IN MEMBER 
        MEETINGS BY MEANS OF REMOTE COMMUNICATION.] If and To the extent 
        authorized in the articles, a member control agreement, or the 
        bylaws, or and determined by the board of governors of a closely 
        held limited liability company, a member may participate in not 
        physically present in person or by proxy at a regular or special 
        meeting of members not described in subdivision 1 by any means 
        of communication through which the member, other members so 
        participating, and all members physically present at the meeting 
        may simultaneously hear each other during the meeting may, by 
        means of remote communication, participate in a meeting of 
        members held at a designated place.  Participation in a meeting 
        by a member by that means constitutes presence at the meeting in 
        person or by proxy if all the other requirements of section 
        322B.363 are met.  
           Subd. 4.  [REQUIREMENTS FOR MEETINGS HELD SOLELY BY MEANS 
        OF REMOTE COMMUNICATION AND FOR PARTICIPATION BY MEANS OF REMOTE 
        COMMUNICATION.] In any meeting of members held solely by means 
        of remote communication under subdivision 2 or in any meeting of 
        members held at a designated place in which one or more members 
        participate by means of remote communication under subdivision 3:
           (1) the limited liability company shall implement 
        reasonable measures to verify that each person deemed present 
        and entitled to vote at the meeting by means of remote 
        communication is a member; and 
           (2) the limited liability company shall implement 
        reasonable measures to provide each member participating by 
        means of remote communication with a reasonable opportunity to 
        participate in the meeting, including an opportunity to: 
           (i) read or hear the proceedings of the meeting 
        substantially concurrently with those proceedings; 
           (ii) if allowed by the procedures governing the meeting, 
        have the member's remarks heard or read by other participants in 
        the meeting substantially concurrently with the making of those 
        remarks; and 
           (iii) if otherwise entitled, vote on matters submitted to 
        the members. 
           Subd. 5.  [NOTICE TO MEMBERS.] (a) Any notice to members 
        given by the limited liability company under any provision of 
        this chapter, the articles, a member control agreement, or the 
        bylaws by a form of electronic communication consented to by the 
        member to whom the notice is given is effective when given.  The 
        notice is deemed given: 
           (1) if by facsimile communication, when directed to a 
        telephone number at which the member has consented to receive 
        notice; 
           (2) if by electronic mail, when directed to an electronic 
        mail address at which the member has consented to receive 
        notice; 
           (3) if by a posting on an electronic network on which the 
        member has consented to receive notice, together with separate 
        notice to the member of the specific posting, upon the later of: 
           (i) the posting; and 
           (ii) the giving of the separate notice; and 
           (4) if by any other form of electronic communication by 
        which the member has consented to receive notice, when directed 
        to the member. 
        An affidavit of the secretary, other authorized manager, or 
        authorized agent of the limited liability company, that the 
        notice has been given by a form of electronic communication is, 
        in the absence of fraud, prima facie evidence of the facts 
        stated in the affidavit. 
           (b) Consent by a member to notice given by electronic 
        communication may be given in writing or by authenticated 
        electronic communication.  The limited liability company is 
        entitled to rely on any consent so given until revoked by the 
        member, provided that no revocation affects the validity of any 
        notice given before receipt by the limited liability company of 
        revocation of the consent. 
           Subd. 6.  [REVOCATION.] Any ballot, vote, authorization, or 
        consent submitted by electronic communication under this chapter 
        may be revoked by the member submitting the ballot, vote, 
        authorization, or consent so long as the revocation is received 
        by a manager of the limited liability company at or before the 
        meeting or before an action without a meeting is effective 
        according to section 322B.656. 
           Subd. 3. 7.  [WAIVER.] Waiver of notice by a member of a 
        meeting by means of authenticated electronic communication 
        described in subdivisions 1 and 2 may be given in the manner 
        provided in section 322B.34, subdivision 4.  Participation in a 
        meeting by means of remote communication described in 
        subdivisions 1 and 2 and 3 is a waiver of notice of that 
        meeting, except where the member objects at the beginning of the 
        meeting to the transaction of business because the meeting is 
        not lawfully called or convened, or objects before a vote on an 
        item of business because the item may not lawfully be considered 
        at the meeting and does not participate in the consideration of 
        the item at that meeting. 
           Sec. 11.  Minnesota Statutes 2000, section 322B.35, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [METHOD.] An action required or permitted 
        to be taken at a meeting of the members may be taken by written 
        action signed, or consented to by authenticated electronic 
        communication, by all of the members.  If the articles or a 
        member control agreement so provide, any action may be taken by 
        written action signed, or consented to by authenticated 
        electronic communication, by the members who own voting power 
        equal to the voting power that would be required to take the 
        same action at a meeting of the members at which all members 
        were present.  
           Sec. 12.  Minnesota Statutes 2000, section 322B.35, 
        subdivision 2, is amended to read: 
           Subd. 2.  [EFFECTIVE TIME.] The written action is effective 
        when signed, or consented to by authenticated electronic 
        communication, by the required members, unless a different 
        effective time is provided in the written action.  
           Sec. 13.  Minnesota Statutes 2000, section 322B.363, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [AUTHORIZATION.] (a) A member may cast or 
        authorize the casting of a vote by (1) 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., or (2) telephonic transmission or authenticated 
        electronic communication, whether or not accompanied by written 
        instructions of the member, of an appointment of a proxy with 
        the limited liability company or the limited liability company's 
        duly authorized agent at or before the meeting at which the 
        appointment is to be effective.  The telephonic transmission or 
        authenticated electronic communication must set forth or be 
        submitted with information from which it can be determined that 
        the appointment was authorized by the member.  If it is 
        reasonably concluded that the telephonic transmission or 
        authenticated electronic communication is valid, the inspectors 
        of election or, if there are not inspectors, the other persons 
        making that determination shall specify the information upon 
        which they relied to make that determination.  A proxy so 
        appointed may vote on behalf of the member, or otherwise 
        participate, in a meeting by remote communication according to 
        section 322B.343, to the extent the member appointing the proxy 
        would have been entitled to participate by remote communication 
        according to section 322B.343, if the member did not appoint the 
        proxy. 
           (b) 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. 
           (c) An appointment of a proxy for membership interests 
        owned jointly by two or more members is valid if signed 
        or otherwise authorized consented to by authenticated electronic 
        communication, by any one of them, unless the limited liability 
        company receives from any one of those members written notice or 
        an authenticated electronic communication either denying the 
        authority of that person to appoint a proxy or appointing a 
        different proxy. 
           Sec. 14.  Minnesota Statutes 2000, section 322B.643, is 
        amended to read: 
           322B.643 [BOARD OF GOVERNORS MEETINGS.] 
           Subdivision 1.  [TIME AND PLACE.] Meetings of the board of 
        governors may be held from time to time as provided in the 
        articles of organization, a member control agreement, or bylaws 
        at any place within or without the state that the board of 
        governors may select or by any means described in subdivision 
        2.  If the board of governors fails to select a place for a 
        meeting, the meeting must be held at the principal executive 
        office, unless the articles, a member control agreement, or 
        bylaws provide otherwise.  The board of governors may determine 
        under subdivision 2 that a meeting of the board of governors 
        shall be held solely by means of remote communication. 
           Subd. 2.  [ELECTRONIC COMMUNICATIONS MEETINGS SOLELY BY 
        MEANS OF REMOTE COMMUNICATION.] (a) A conference Any meeting 
        among governors may be conducted solely by any one or more means 
        of remote communication through which all of the governors may 
        simultaneously hear participate with each other during the 
        conference constitutes a board of governors meeting, if the same 
        notice is given of the conference meeting as would be required 
        by subdivision 3 for a meeting 4, and if the number of governors 
        participating in the conference meeting would be sufficient to 
        constitute a quorum at a meeting.  Participation in a meeting by 
        that means constitutes presence in person at the meeting.  
           (b) Subd. 3.  [PARTICIPATION IN MEETINGS BY MEANS OF REMOTE 
        COMMUNICATION.] A governor may participate in a board of 
        governors meeting not described in paragraph (a) by any means of 
        conference telephone or, if authorized by the board, by such 
        other means of remote communication, in each case through which 
        the governor, other governors so participating, and all 
        governors physically present at the meeting may simultaneously 
        hear participate with each other during the meeting.  
        Participation in a meeting by that means constitutes presence in 
        person at the meeting.  
           Subd. 3. 4.  [CALLING MEETINGS AND NOTICE.] Unless the 
        articles of organization, a member control agreement, or bylaws 
        provide for a different time period, a governor may call a board 
        meeting by giving at least ten days' notice or, in the case of 
        organizational meetings under section 322B.60, subdivision 2, at 
        least three days' notice to all governors of the date, time, and 
        place of the meeting.  The notice need not state the purpose of 
        the meeting unless the articles, a member control agreement, or 
        bylaws require it.  
           Subd. 4. 5.  [PREVIOUSLY SCHEDULED MEETINGS.] If the day or 
        date, time, and place of a board of governors meeting have been 
        provided in the articles, a member control agreement, or bylaws, 
        or announced at a previous meeting of the board of governors, no 
        notice is required.  Notice of an adjourned meeting need not be 
        given other than by announcement at the meeting at which 
        adjournment is taken.  
           Subd. 5. 6.  [WAIVER OF NOTICE.] A governor may waive 
        notice of a meeting of the board of governors.  A waiver of 
        notice by a governor entitled to notice is effective whether 
        given before, at, or after the meeting, and whether given in 
        writing, orally, or by attendance.  Attendance by a governor at 
        a meeting is a waiver of notice of that meeting, except where 
        the governor objects at the beginning of the meeting to the 
        transaction of business because the meeting is not lawfully 
        called or convened and does not participate in the meeting after 
        the objection.  
           Sec. 15.  Minnesota Statutes 2000, section 322B.656, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [METHOD.] An action required or permitted 
        to be taken at a board of governors meeting may be taken by 
        written action signed, or consented to by authenticated 
        electronic communication, by all of the governors.  If the 
        articles or a member control agreement so provide, any action, 
        other than an action requiring member approval, may be taken by 
        written action signed, or consented to by authenticated 
        electronic communication, by the number of governors that would 
        be required to take the same action at a meeting of the board of 
        governors at which all governors were present.  
           Sec. 16.  Minnesota Statutes 2000, section 322B.656, 
        subdivision 2, is amended to read: 
           Subd. 2.  [EFFECTIVE TIME.] The written action is effective 
        when signed, or consented to by authenticated electronic 
        communication, by the required number of governors, unless a 
        different effective time is provided in the written action.  
           Sec. 17.  Minnesota Statutes 2000, section 322B.826, is 
        amended to read: 
           322B.826 [EFFECTIVE DATE OF TERMINATION AND CERTIFICATE OF 
        TERMINATION.] 
           Subdivision 1.  [EFFECTIVE DATE.] When the articles of 
        termination have been filed with the secretary of state, or on a 
        later date or a later time each within 30 days after filing if 
        the articles of termination so provide, the limited liability 
        company is terminated. 
           Subd. 2.  [CERTIFICATE.] The secretary of state shall issue 
        to the dissolved limited liability company or its legal 
        representative a certificate of termination that contains:  
           (1) the name of the limited liability company; 
           (2) the date and time the articles of termination were 
        filed with the secretary of state is effective; and 
           (3) a statement that the limited liability company is 
        terminated at the effective date and time of the termination. 

                                   ARTICLE 3 
                             NONPROFIT CORPORATIONS 
           Section 1.  Minnesota Statutes 2000, section 317A.011, is 
        amended by adding a subdivision to read: 
           Subd. 3a.  [AUTHENTICATED.] "Authenticated" means, with 
        respect to an electronic communication, that the communication 
        is delivered to the principal place of business of the 
        corporation, or to an officer or agent of the corporation 
        authorized by the corporation to receive the communication, and 
        that the communication sets forth information from which the 
        corporation can reasonably conclude that the communication was 
        sent by the purported sender. 
           Sec. 2.  Minnesota Statutes 2000, section 317A.011, is 
        amended by adding a subdivision to read: 
           Subd. 7a.  [ELECTRONIC COMMUNICATION.] "Electronic 
        communication" means any form of communication, not directly 
        involving the physical transmission of paper, that creates a 
        record that may be retained, retrieved, and reviewed by a 
        recipient of the communication, and that may be directly 
        reproduced in paper form by the recipient through an automated 
        process. 
           Sec. 3.  Minnesota Statutes 2000, section 317A.011, is 
        amended by adding a subdivision to read: 
           Subd. 18a.  [REMOTE COMMUNICATION.] "Remote communication" 
        means communication via electronic communication, conference 
        telephone, video conference, the Internet, or such other means 
        by which persons not physically present in the same location may 
        communicate with each other on a substantially simultaneous 
        basis. 
           Sec. 4.  [317A.015] [LEGAL RECOGNITION OF ELECTRONIC 
        RECORDS AND SIGNATURES.] 
           Subdivision 1.  [DEFINITIONS.] (a) For purposes of this 
        section, the words, terms, and phrases defined in this 
        subdivision have the meanings given them. 
           (b) "Electronic" means relating to technology having 
        electrical, digital, magnetic, wireless, optical, 
        electromagnetic, or similar capabilities. 
           (c) "Electronic record" means a record created, generated, 
        sent, communicated, received, or stored by electronic means. 
           (d) "Electronic signature" means an electronic sound, 
        symbol, or process attached to or logically associated with a 
        record and executed or adopted by a person with the intent to 
        sign the record. 
           (e) "Record" means information that is inscribed on a 
        tangible medium or that is stored in an electronic or other 
        medium and is retrievable in perceivable form. 
           Subd. 2.  [ELECTRONIC RECORDS AND SIGNATURES.] For purposes 
        of this chapter: 
           (1) a record or signature may not be denied legal effect or 
        enforceability solely because it is in electronic form; 
           (2) a contract may not be denied legal effect or 
        enforceability solely because an electronic record was used in 
        its formation; 
           (3) if a provision requires a record to be in writing, an 
        electronic record satisfies the requirement; and 
           (4) if a provision requires a signature, an electronic 
        signature satisfies the requirement. 
           Sec. 5.  Minnesota Statutes 2000, section 317A.231, is 
        amended to read: 
           317A.231 [BOARD MEETINGS.] 
           Subdivision 1.  [TIME; PLACE.] Meetings of the board may be 
        held as provided in the articles or bylaws in or out of this 
        state.  Unless the articles or bylaws provide otherwise, a 
        meeting of the board must be held at least once per year.  If 
        the articles or bylaws or the board fail to select a place for a 
        meeting, the meeting must be held at the registered office.  The 
        board of directors may determine under subdivision 2 that a 
        meeting of the board of directors shall be held solely by means 
        of remote communication. 
           Subd. 2.  [ELECTRONIC COMMUNICATIONS MEETINGS SOLELY BY 
        MEANS OF REMOTE COMMUNICATION.] (a) A conference Any meeting 
        among directors may be conducted solely by a one or more means 
        of remote communication through which all of the directors 
        may simultaneously hear each other during participate in 
        the conference is a board meeting, if the same notice is given 
        of the conference as would be meeting required for a meeting by 
        subdivision 4, and if the number of directors participating in 
        the conference meeting is sufficient to constitute a quorum at a 
        meeting.  Participation in a meeting by this that means is 
        personal constitutes presence at the meeting. 
           (b) Subd. 3.  [PARTICIPATION IN MEETINGS BY MEANS OF REMOTE 
        COMMUNICATION.] A director may participate in a board meeting by 
        any means of conference telephone or, if authorized by the 
        board, by such other means of remote communication, in each case 
        through which the that director, other directors so 
        participating, and all directors physically present at the 
        meeting may simultaneously hear participate with each other 
        during the meeting.  Participation in a meeting by this that 
        means is personal constitutes presence at the meeting.  
           Subd. 3 4.  [CALLING MEETINGS; NOTICE.] (a) Unless the 
        articles or bylaws provide otherwise, a director may call a 
        board meeting by giving five days' notice to all directors of 
        the date, time, and place of the meeting.  The notice need not 
        state the purpose of the meeting unless the articles or bylaws 
        require it.  
           (b) If the day or date, time, and place of a board meeting 
        have been provided in the articles or bylaws, or announced at a 
        previous meeting of the board, notice is not required.  Notice 
        of an adjourned meeting need not be given other than by 
        announcement at the meeting at which adjournment is taken.  
           Subd. 4 5.  [WAIVER OF NOTICE.] A director may waive notice 
        of a meeting of the board.  A waiver of notice by a director 
        entitled to notice is effective whether given before, at, or 
        after the meeting, and whether given in writing, orally, or by 
        attendance.  Attendance by a director at a meeting is a waiver 
        of notice of that meeting, unless the director objects at the 
        beginning of the meeting to the transaction of business because 
        the meeting is not lawfully called or convened and does not 
        participate in the meeting.  
           Sec. 6.  Minnesota Statutes 2000, section 317A.239, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [METHOD.] An action required or permitted 
        to be taken at a board meeting may be taken by written action 
        signed, or consented to by authenticated electronic 
        communication, by all of the directors.  If the articles so 
        provide, an action, other than an action requiring member 
        approval, may be taken by written action signed, or consented to 
        by authenticated electronic communication, by the number of 
        directors that would be required to take the same action at a 
        meeting of the board at which all directors were present. 
           Sec. 7.  Minnesota Statutes 2000, section 317A.239, 
        subdivision 2, is amended to read: 
           Subd. 2.  [EFFECTIVE TIME.] The written action is effective 
        when signed, or consented to by authenticated electronic 
        communication, by the required number of directors, unless a 
        different effective time is provided in the written action.  
           Sec. 8.  Minnesota Statutes 2000, section 317A.431, 
        subdivision 3, is amended to read: 
           Subd. 3.  [TIME; PLACE.] An annual meeting of members must 
        be held at the time and place stated in or fixed in accordance 
        with the articles or bylaws.  If a place is not stated or if a 
        demand for a meeting is made under subdivision 2, the meeting 
        must be held in the county where the corporation's registered 
        office is located.  To the extent authorized in articles or 
        bylaws, the board of directors may determine that an annual 
        meeting of the members shall be held solely by means of remote 
        communication in accordance with section 317A.450, subdivision 2.
           Sec. 9.  Minnesota Statutes 2000, section 317A.433, 
        subdivision 3, is amended to read: 
           Subd. 3.  [TIME; PLACE.] Special meetings of members may be 
        held in or out of this state at the place stated in or fixed in 
        accordance with the articles, bylaws, or by the president or the 
        board.  If a special meeting is demanded by the members, the 
        meeting must be held in the county where the corporation's 
        registered office is located.  To the extent authorized in the 
        articles or bylaws, the board of directors may determine that a 
        special meeting of the members shall be held solely by means of 
        remote communication in accordance with section 317A.450, 
        subdivision 2.  
           Sec. 10.  Minnesota Statutes 2000, section 317A.445, is 
        amended to read: 
           317A.445 [UNANIMOUS ACTION WITHOUT A MEETING.] 
           An action required or permitted to be taken at a meeting of 
        the members may be taken without a meeting by written action 
        signed, or consented to by authenticated electronic 
        communication, by all of the members entitled to vote on that 
        action.  The written action is effective when it has been 
        signed, or consented to by authenticated electronic 
        communication, by all of those members, unless a different 
        effective time is provided in the written action.  When this 
        chapter requires a certificate concerning an action to be filed 
        with the secretary of state, the officers signing the 
        certificate must indicate that the action was taken under this 
        section.  
           Sec. 11.  [317A.450] [REMOTE COMMUNICATIONS FOR MEMBER 
        MEETINGS.] 
           Subdivision 1.  [CONSTRUCTION AND APPLICATION.] This 
        section shall be construed and applied to: 
           (1) facilitate remote communication consistent with other 
        applicable law; and 
           (2) be consistent with reasonable practices concerning 
        remote communication and with the continued expansion of those 
        practices. 
           Subd. 2.  [MEMBER MEETINGS HELD SOLELY BY MEANS OF REMOTE 
        COMMUNICATION.] To the extent authorized in the articles or 
        bylaws and determined by the board, an annual or special meeting 
        of members may be held solely by one or more means of remote 
        communication, if notice of the meeting is given to every member 
        entitled to vote, and if the number of voting members 
        participating in the meeting is sufficient to constitute a 
        quorum at a meeting.  Participation by a member by that means 
        constitutes presence at the meeting in person or by proxy if all 
        the other requirements of section 317A.453 are met. 
           Subd. 3.  [PARTICIPATION IN MEMBER MEETINGS BY MEANS OF 
        REMOTE COMMUNICATION.] To the extent authorized in the articles 
        or bylaws and determined by the board, a member not physically 
        present in person or by proxy at an annual or special meeting of 
        members may, by means of remote communication, participate in a 
        meeting of members held at a designated place.  Participation by 
        a member by that means constitutes presence at the meeting in 
        person or by proxy if all the other requirements of section 
        317A.453 are met. 
           Subd. 4.  [REQUIREMENTS FOR MEETINGS HELD SOLELY BY MEANS 
        OF REMOTE COMMUNICATION AND FOR PARTICIPATION BY MEANS OF REMOTE 
        COMMUNICATION.] In any meeting of members held solely by means 
        of remote communication under subdivision 2 or in any meeting of 
        members held at a designated place in which one or more members 
        participate by means of remote communication under subdivision 3:
           (1) the corporation shall implement reasonable measures to 
        verify that each person deemed present and entitled to vote at 
        the meeting by means of remote communication is a member; and 
           (2) the corporation shall implement reasonable measures to 
        provide each member participating by means of remote 
        communication with a reasonable opportunity to participate in 
        the meeting, including an opportunity to: 
           (i) read or hear the proceedings of the meeting 
        substantially concurrently with those proceedings; 
           (ii) if allowed by the procedures governing the meeting, 
        have the member's remarks heard or read by other participants in 
        the meeting substantially concurrently with the making of those 
        remarks; and 
           (iii) if otherwise entitled, vote on matters submitted to 
        the members. 
           Subd. 5.  [NOTICE TO MEMBERS.] (a) Any notice to members 
        given by the corporation under any provision of this chapter, 
        the articles, or the bylaws by a form of electronic 
        communication consented to by the member to whom the notice is 
        given is effective when given.  The notice is deemed given: 
           (1) if by facsimile communication, when directed to a 
        telephone number at which the member has consented to receive 
        notice; 
           (2) if by electronic mail, when directed to an electronic 
        mail address at which the member has consented to receive 
        notice; 
           (3) if by a posting on an electronic network on which the 
        member has consented to receive notice, together with separate 
        notice to the member of the specific posting, upon the later of: 
           (i) the posting; and 
           (ii) the giving of the separate notice; and 
           (4) if by any other form of electronic communication by 
        which the member has consented to receive notice, when directed 
        to the member. 
        An affidavit of the secretary, other authorized officer, or 
        authorized agent of the corporation, that the notice has been 
        given by a form of electronic communication is, in the absence 
        of fraud, prima facie evidence of the facts stated in the 
        affidavit. 
           (b) Consent by a member to notice given by electronic 
        communication may be given in writing or by authenticated 
        electronic communication.  The corporation is entitled to rely 
        on any consent so given until revoked by the member, provided 
        that no revocation affects the validity of any notice given 
        before receipt by the corporation of revocation of the consent. 
           Subd. 6.  [WAIVER.] Waiver of notice by a member of a 
        meeting by means of authenticated electronic communication may 
        be given in the manner provided in section 317A.435, subdivision 
        3.  Participation in a meeting by means of remote communication 
        described in subdivisions 2 and 3 is a waiver of notice of that 
        meeting, except where the member objects at the beginning of the 
        meeting to the transaction of business because the meeting is 
        not lawfully called or convened, or objects before a vote on an 
        item of business because the item may not lawfully be considered 
        at the meeting and does not participate in the consideration of 
        the item at that meeting. 
           Sec. 12.  Minnesota Statutes 2000, section 317A.453, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [AUTHORIZATION.] If the articles or bylaws 
        permit proxy voting, a member may appoint a proxy to cast or 
        authorize the casting of a vote or otherwise act for the member 
        by signing an (1) filing a nonelectronic written appointment 
        form either personally or of a proxy, signed by the member, with 
        an attorney-in-fact officer of the corporation at or before the 
        meeting at which the appointment is to be effective, or (2) 
        telephonic transmission or authenticated electronic 
        communication, whether or not accompanied by written 
        instructions of the member, of an appointment of a proxy with 
        the corporation or the corporation's duly authorized agent at or 
        before the meeting at which the appointment is to be effective. 
           Sec. 13.  Minnesota Statutes 2000, section 317A.733, 
        subdivision 3, is amended to read: 
           Subd. 3.  [EFFECTIVE DATE.] When the articles of 
        dissolution have been filed with the secretary of state, or on a 
        later date or a later time each within 30 days after filing if 
        the articles of dissolution so provide, the corporation is 
        dissolved. 
           Sec. 14.  Minnesota Statutes 2000, section 317A.733, 
        subdivision 4, is amended to read: 
           Subd. 4.  [CERTIFICATE.] The secretary of state shall issue 
        to the dissolved corporation a certificate of dissolution that 
        contains:  
           (1) the name of the corporation; 
           (2) the date and time the articles of dissolution were 
        filed with the secretary of state is effective; and 
           (3) a statement that the corporation is dissolved at the 
        effective date and time of the dissolution.  
           Sec. 15.  [REPEALER] 
           Minnesota Statutes 2000, section 317A.449, is repealed. 

                                   ARTICLE 4 
                             MISCELLANEOUS CHANGES 
           Section 1.  Minnesota Statutes 2000, section 303.11, is 
        amended to read: 
           303.11 [NOTICE OF NAME CHANGES, WHERE FILED.] 
           Each foreign corporation authorized to transact business in 
        this state, shall, whenever it changes its name, dissolves, or 
        merges into another corporation, file in the office of the 
        secretary of state a certificate to that effect authenticated by 
        the proper officer of the state or country under the laws of 
        which the corporation is organized.  
           Sec. 2.  Minnesota Statutes 2000, section 322A.03, is 
        amended to read: 
           322A.03 [RESERVATION OF NAME.] 
           (a) The exclusive right to the use of a name may be 
        reserved by: 
           (1) any person intending to organize a limited partnership 
        under sections 322A.01 to 322A.87 and to adopt that name; 
           (2) any domestic limited partnership or any foreign limited 
        partnership registered in this state which, in either case, 
        intends to adopt that name; 
           (3) any foreign limited partnership intending to register 
        in this state and adopt that name; and 
           (4) any person intending to organize a foreign limited 
        partnership and intending to have it register in this state and 
        adopt that name. 
           (b) The reservation shall be made by filing with the 
        secretary of state an application, executed by the applicant, to 
        reserve a specified name.  On finding that the name is available 
        for use by a domestic or foreign limited partnership, the 
        secretary of state shall reserve the name for the exclusive use 
        of the applicant for a period of 12 months.  The reservation may 
        be renewed for successive 12-month periods.  The right to the 
        exclusive use of a reserved name may be transferred to any other 
        person by filing in the office of the secretary of state a 
        notice of the transfer, executed by the applicant for whom the 
        name was reserved and specifying the name and address of the 
        transferee according to section 302A.117. 
           Sec. 3.  Minnesota Statutes 2000, section 323A.11-02, is 
        amended to read: 
           323A.11-02 [STATEMENT OF FOREIGN QUALIFICATION.] 
           (a) Before transacting business in this state, a foreign 
        limited liability partnership must file a statement of foreign 
        qualification.  The statement must contain: 
           (1) the name of the foreign limited liability partnership 
        which satisfies the requirements of the state or other 
        jurisdiction under whose law it is formed and ends with 
        "Registered Limited Liability Partnership," "Limited Liability 
        Partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP;" 
           (2) the street address, including the zip code, of the 
        partnership's chief executive office and, if different, the 
        street address, including the zip code, of an office of the 
        partnership in this state, if any; 
           (3) if there is no office of the partnership in this state, 
        the name and street address, including the zip code, of the 
        partnership's agent for service of process; and 
           (4) a deferred effective date, if any; and 
           (5) the name of the jurisdiction under whose law the 
        foreign limited liability partnership was originally registered. 
           (b) The agent of a foreign limited liability company for 
        service of process must be an individual who is a resident of 
        this state or other person authorized to do business in this 
        state. 
           (c) The status of a partnership as a foreign limited 
        liability partnership is effective on the later of the filing of 
        the statement of foreign qualification or a date specified in 
        the statement.  The status remains effective, regardless of 
        changes in the partnership, until it is canceled pursuant to 
        section 323A.1-05(d) or revoked pursuant to section 323A.10-03. 
           (d) An amendment or cancellation of a statement of foreign 
        qualification is effective when it is filed or on a deferred 
        effective date specified in the amendment or cancellation. 
           (e) A statement of foreign qualification may include the 
        information necessary to make an election under section 319B.04, 
        subdivision 2, and to update that information as provided in 
        section 319B.04, subdivision 3. 
           Sec. 4.  Minnesota Statutes 2000, section 333.055, 
        subdivision 4, is amended to read: 
           Subd. 4.  The secretary of state shall accept for filing 
        all certificates and renewals thereof which comply with the 
        provisions of sections 333.001 to 333.06 and which are 
        accompanied by the prescribed fees, notwithstanding the fact 
        that the assumed name disclosed therein may not be 
        distinguishable from one or more other assumed names already 
        filed with the secretary of state.  In the event of duplication 
        or similarity, the secretary of state shall, within 20 days 
        after the filing, notify in writing each previously filed 
        business holding a certificate for the assumed name or a similar 
        assumed name, of the duplication or similarity, including in the 
        notice the name and last known address of the person so filing.  
        The secretary of state shall not accept for filing a certificate 
        that discloses an assumed name that is not distinguishable from 
        a corporate, limited liability company, limited liability 
        partnership, cooperative, or limited partnership name in use or 
        reserved in this state by another or a trade or service mark 
        registered with the secretary of state, unless there is filed 
        with the certificate a written consent, court decree of prior 
        right, or affidavit of nonuser of the kind required by section 
        302A.115, subdivision 1, clause (d).  The secretary of state 
        shall determine whether a name is distinguishable from another 
        name for purposes of this subdivision. 
           Presented to the governor March 28, 2002 
           Signed by the governor April 1, 2002, 9:09 a.m.