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Office of the Revisor of Statutes

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

                             CHAPTER 69-S.F.No. 767 
                  An act relating to corporations; recodifying and 
                  modernizing the law regulating the formation, 
                  structure, and operation of certain corporations; 
                  making miscellaneous technical and clarifying changes; 
                  amending Minnesota Statutes 2004, sections 47.12; 
                  47.15; 47.16; 48.02; 48.03; 48.033; 48.04; 48.06; 
                  48.07; 48A.01, subdivision 1; 48A.04, subdivisions 1, 
                  3; 49.41; 50.001; 50.06; 50.085, subdivision 1; 
                  51A.03, subdivision 2b; 51A.131; 51A.17; 51A.21, 
                  subdivision 1; 60A.07, subdivision 1, by adding 
                  subdivisions; 60A.075, subdivision 6; 60A.077, 
                  subdivision 6; 60B.23; 61A.14, by adding a 
                  subdivision; 61A.35; 61A.36; 61B.31; 66A.01; 66A.02; 
                  66A.03; 66A.06; 66A.07; 66A.08, subdivision 1; 67A.06; 
                  67A.40, subdivision 3; 117.232, subdivision 1; 
                  161.433, subdivision 3; 181.970, subdivision 2; 
                  237.81; 301.75; 302A.011, subdivision 4; 302A.021, 
                  subdivision 10, by adding a subdivision; 302A.031, by 
                  adding a subdivision; 303.02, subdivision 2; 317A.021, 
                  subdivision 9; 322B.02; 398A.04, subdivision 6; 
                  453.55, subdivision 11; 453A.05, subdivision 11; 
                  proposing coding for new law in Minnesota Statutes, 
                  chapters 47; 48; 50; 66A; repealing Minnesota Statutes 
                  2004, sections 48.056, subdivision 3; 60A.07, 
                  subdivision 8; 61A.32; 66A.04; 66A.05; 66A.075; 
                  300.01; 300.02; 300.025; 300.05; 300.06; 300.08; 
                  300.081; 300.083; 300.09; 300.12; 300.13; 300.131; 
                  300.14; 300.16; 300.17; 300.18; 300.19; 300.20; 
                  300.21; 300.22; 300.23; 300.24; 300.25; 300.26; 
                  300.27; 300.28; 300.29; 300.30; 300.31; 300.32; 
                  300.33; 300.34; 300.35; 300.36; 300.37; 300.38; 
                  300.39; 300.40; 300.41; 300.42; 300.43; 300.44; 
                  300.45; 300.451; 300.46; 300.49; 300.51; 300.52; 
                  300.53; 300.54; 300.55; 300.57; 300.58; 300.59; 
                  300.60; 300.61; 300.62; 300.63. 
        BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 

                                   ARTICLE 1 
                             FINANCIAL CORPORATIONS
           Section 1.  Minnesota Statutes 2004, section 47.12, is 
        amended to read: 
           47.12 [FINANCIAL CORPORATIONS.] 
           Subdivision 1.  [PURPOSES.] Corporations may be formed for 
        any one of the following purposes: 
           (1) carrying on the business of banking, by receiving 
        deposits, buying, selling, and discounting notes, bills, and 
        other evidences of debt legal for investment, domestic or 
        foreign, dealing in gold and silver bullion and foreign coins, 
        issuing circulating notes, and loaning money upon real estate or 
        personal security or upon the creditworthiness of the borrower; 
           (2) establishing and conducting clearinghouses, for 
        effecting, in one place, the speedy and systematic daily 
        exchange and adjustment of balances between banks and bankers in 
        any municipality, town, or county, establishing and enforcing 
        uniform methods of conducting the banking business in such 
        locality, and adjusting disputes or misunderstandings between 
        members of such clearinghouse engaged in the banking business; 
           (3) creating and conducting savings banks for the 
        reception, on deposit, of money offered for that purpose, the 
        investment thereof, and the declaring, crediting, and paying of 
        dividends or interest thereon, as authorized and provided by 
        law; 
           (4) transacting business as a trust company in conformity 
        with the laws relating thereto; and 
           (5) carrying on, in accordance with law, the business of 
        savings associations.  
           Subd. 2.  [ORGANIZATION.] (a) Three or more persons may 
        form a corporation for any of the purposes specified in this 
        section by applying to the Department of Commerce and complying 
        with all applicable organizational requirements and the 
        conditions set out in clauses (1) to (7).  The incorporators 
        must subscribe a certificate specifying: 
           (1) the corporation's name, which must distinguish it from 
        all other corporations authorized to do business in this state, 
        and must contain the word "company," "corporation," "bank," 
        "trust," "association," or "incorporated"; 
           (2) the general nature of the corporation's business and 
        its principal place of business; 
           (3) the period of its duration, if limited; 
           (4) the names and places of residence of the incorporators; 
           (5) the board in which the management of the corporation 
        will be vested, the date of the annual meeting at which it will 
        be elected, and the names and addresses of the board members 
        until the first election, a majority of whom must always be 
        residents of this state or reside within 50 miles of the main 
        office of the corporation; 
           (6) the amount of capital stock, if any, how the capital 
        stock is to be paid in, the number of shares into which it is to 
        be divided, and the par value of each share; and, if there is to 
        be more than one class, a description and the terms of issue of 
        each class, and the method of voting on each class; and 
           (7) the highest amount of indebtedness or liability to 
        which the corporation will at any time be subject.  However, a 
        corporation subject to section 48.27 may show its highest amount 
        of indebtedness to be 30 times the amount of its capital and 
        actual surplus. 
           The certificate may contain any other lawful provision 
        defining and regulating the powers and business of the 
        corporation, its officers, directors, trustees, members, and 
        stockholders.  
           (b) A person doing business in this state may contest the 
        subsequent registration of a name with the office of the 
        secretary of state as provided in section 5.22. 
           Subd. 3.  [POWERS.] (a) A corporation formed under this 
        chapter may: 
           (1) be known by its corporate name for the time stated in 
        its certificate of incorporation; 
           (2) sue and be sued in any court; 
           (3) have, use, and alter a common seal, but a seal must not 
        be required; 
           (4) acquire, by purchase or otherwise, and hold, enjoy, 
        improve, lease, encumber, and convey all real and personal 
        property necessary for the purposes of its organization, subject 
        to the limitations hereafter declared; 
           (5) elect or appoint in any manner it determines all 
        necessary or proper officers, agents, boards, and committees, to 
        fix their compensation, and to define their powers and duties; 
           (6) make and amend consistently with law bylaws providing 
        for the management of its property and the regulation and 
        government of its affairs; and 
           (7) wind up and liquidate its business in the manner 
        provided by law. 
           (b) A corporation formed under this chapter shall indemnify 
        persons against certain expenses and liabilities only as 
        provided in section 302A.521. 
           Sec. 2.  [47.13] [APPLICATION OF BUSINESS CORPORATION ACT.] 
           The provisions of chapter 302A, other than sections 
        302A.471, 302A.473, 302A.671, 302A.673, 302A.675, and 302A.701 
        to 302A.791, apply to corporations formed for any of the 
        purposes specified in section 47.12, except: 
           (1) that section 302A.215, subdivisions 2 and 3, only apply 
        if the corporation's certificate of incorporation provides 
        cumulative voting; and 
           (2) to the extent those provisions are inconsistent with 
        any of the provisions of this chapter and chapters 46 to 50. 
           Sec. 3.  Minnesota Statutes 2004, section 47.15, is amended 
        to read: 
           47.15 [BYLAWS; WHERE FILED STATEMENTS.] 
           Subdivision 1.  [ADOPTION OF BYLAWS.] Initial bylaws may be 
        adopted pursuant to section 302A.171 by the incorporators.  If 
        not adopted by the incorporators, the bylaws must be adopted by 
        the first board.  Unless reserved by the articles to the 
        shareholders, the power to adopt, amend, or repeal the bylaws is 
        vested in the board.  The power of the board is subject to the 
        power of the shareholders, exercisable in the manner provided in 
        section 302A.181, subdivision 3, to adopt, amend, or repeal 
        bylaws adopted, amended, or repealed by the board.  The bylaws 
        may be amended by the shareholders at a regular or special 
        meeting called for that purpose.  After the adoption of the 
        initial bylaws, the board shall not adopt, amend, or repeal a 
        bylaw fixing a quorum for meetings of shareholders, prescribing 
        procedures for removing directors or filling vacancies in the 
        board, or fixing the number of directors or their 
        classifications, qualifications, or terms of office, but may 
        adopt or amend a bylaw to increase the number of directors.  
           Subd. 2.  [FILING.] Within 90 days after the adoption of 
        bylaws or any amendment thereof, a certified copy of the same 
        shall be filed with the commissioner of commerce.  
           Sec. 4.  Minnesota Statutes 2004, section 47.16, is amended 
        to read: 
           47.16 [CERTIFICATION BY COMMISSIONER.] 
           Subdivision 1.  [FILING.] The certificate of a corporation 
        must be filed for record with the secretary of state.  If the 
        secretary of state finds that it conforms to law and that the 
        required fee has been paid, the secretary of state must record 
        it and certify that fact on it.  The secretary of state may not 
        accept a certificate for filing unless the certificate also 
        contains the endorsement of the commissioner of commerce.  
           Subd. 2.  [CERTIFICATE OF AUTHORITY.] If the commissioner 
        of commerce is satisfied that the corporation has been organized 
        for legitimate purposes, and under such conditions as to merit 
        and have public confidence, and that all provisions of law 
        applicable to every branch of business in which, by the terms of 
        its certificate, it is authorized to engage, have been complied 
        with, the commissioner shall so certify.  When the original 
        certificate and the certificate of incorporation from the 
        secretary of state is filed with the commissioner of commerce, 
        the commissioner shall, within 60 days thereafter, execute and 
        deliver to it a certificate of authority. 
           Sec. 5.  [47.171] [CERTIFICATES OF INCORPORATION, 
        AMENDMENT; EXCEPTIONS.] 
           The certificate of incorporation of a financial corporation 
        organized and existing under the laws of this state may be 
        amended to change its name; to increase or decrease its capital 
        stock; to change the number and, subject to section 48.02, the 
        par value of the shares of its capital stock; to eliminate or 
        limit a director's personal liability; or in respect to another 
        matter which an original certificate of a corporation of the 
        same kind might lawfully have contained.  The change must be 
        accomplished by the adoption of a resolution specifying the 
        proposed amendment at a regular meeting or at a special meeting 
        called for that expressly stated purpose, in either of the 
        following ways: 
           (1) by a majority vote of all its shares; or 
           (2) by a majority vote of its entire board of directors 
        within one year after authorization by specific resolution duly 
        adopted at a meeting of shareholders.  The resolution must be 
        included in a certificate duly executed by its president and 
        secretary, or other presiding and recording officers, and 
        approved and filed in the manner prescribed for the execution, 
        approval, and filing of a like original certificate.  
           Sec. 6.  [47.172] [RESTATED CERTIFICATES OF INCORPORATION.] 
           Subdivision 1.  [PROCEDURE.] A financial corporation may by 
        action taken in the same manner required for amendment of 
        certificates of incorporation adopt a restated certificate of 
        incorporation consisting of the certificate of incorporation as 
        amended to date.  The restated certificate of incorporation may 
        be adopted in connection with an amendment to the certificate of 
        incorporation.  The restated certificate of incorporation must 
        contain all the statements required by section 47.12, 
        subdivision 2, to be included in the original certificate of 
        incorporation except that:  in lieu of setting forth the names 
        and addresses of the first board of directors, the restated 
        certificate of incorporation must include the names and 
        addresses of the directors at the time of the adoption of the 
        restated certificate of incorporation; and no statement need be 
        made with respect to the names and addresses of the 
        incorporators.  
           Subd. 2.  [EFFECT.] The certificate to be filed to 
        accomplish a restated certificate of incorporation must be 
        entitled "restated certificate of incorporation of (name of 
        financial corporation)" and must contain a statement that the 
        restated certificate supersedes and takes the place of the 
        existing certificate of incorporation and all amendments to it.  
        The restated certificate of incorporation when executed, filed 
        and recorded in the manner prescribed for certificate of 
        amendment supersedes and takes the place of an existing 
        certificate of incorporation and amendments to it.  The 
        secretary of state upon request must certify the restated 
        certificate of incorporation.  
           Sec. 7.  Minnesota Statutes 2004, section 48.02, is amended 
        to read: 
           48.02 [CAPITAL AND SURPLUS; PREPAYMENT OF CAPITAL.] 
           (a) The capital and surplus of every state bank hereafter 
        organized shall be at least $250,000.  The capital stock of a 
        state bank must be divided into shares of not less than $1.  In 
        addition thereto undivided profits shall be provided for in such 
        an amount as the commissioner shall determine to be adequate 
        under the circumstances to avoid any possible impairment of 
        capital and surplus.  The total of these outlays shall be known 
        as capital funds, and payment thereof shall be made in full, in 
        cash or authorized securities, deposited in an approved 
        custodial bank, and certified to the commissioner, under oath of 
        the president, and cashier or other chief financial officer, as 
        well as the custodial bank, before the proposed state bank shall 
        be authorized to commence business.  The capital funds of a 
        proposed bank shall not be less than a total amount which the 
        commissioner considers necessary, having in mind the deposit 
        potential for such a proposed bank and current banking industry 
        standards of capital adequacy. 
           (b) The directors of a state bank may issue shares of its 
        unissued, authorized capital stock and may fix the amount of 
        money or the actual value of the consideration for which the 
        stock is issued. 
           Sec. 8.  Minnesota Statutes 2004, section 48.03, is amended 
        to read: 
           48.03 [STOCK LIST; STOCKHOLDERS' LIABILITY SHARES.] 
           Subdivision 1.  [SHAREHOLDER LIST.] The president and 
        cashier of any bank of discount and deposit shall at all times 
        keep an accurate verified list of all its stockholders 
        shareholders, with the amount of stock shares held by each, the 
        dates of all transfers and names of transferees.  
           Subd. 2.  [SHAREHOLDER LIABILITY.] Except as provided in 
        section 300.27 302A.425, no stockholder shareholder in any bank 
        of discount and deposit or in any banking or trust corporation 
        or association shall be personally liable for debts of such 
        bank, corporation or association.  
           Subd. 3.  [EFFECT OF TRANSFER; SHARE BOOKS.] The transfer 
        of shares is not binding upon the company until it is regularly 
        entered on the books of the company to show the names of the 
        persons by and to whom transferred, the number or other 
        designation of the shares, and the date of the transfer.  The 
        books of the company must be kept to show intelligibly the 
        original shareholders, their respective interests, the amount 
        which has been paid in on their shares, and all transfers of the 
        shares.  
           Subd. 4.  [RECORD OF SHARES.] The directors must cause 
        accurate and complete records to be kept of all corporate 
        proceedings and of all shares subscribed, transferred, canceled, 
        or retired and proper books, accounts, files, and records of all 
        other business transacted.  
           Sec. 9.  [48.032] [PREEMPTIVE RIGHTS.] 
           (a) Unless otherwise denied or limited in the certificate 
        of incorporation or by the board pursuant to section 302A.401, 
        subdivision 2, paragraph (b), a shareholder of a banking 
        institution has the preemptive rights provided in section 
        302A.413. 
           (b) If preemptive rights are denied or limited pursuant to 
        paragraph (a) after a shareholder has acquired shares, the 
        shareholder has the rights of a dissenting shareholder under 
        paragraph (c). 
           (c) A shareholder may dissent from and obtain payment for 
        the value of the shareholder's shares in the event that 
        preemptive rights are denied or limited pursuant to paragraph 
        (a) by objecting to the action and demanding payment for the 
        shareholder's shares at a meeting of the shareholders held on 
        the action or within 20 days after the meeting.  If the denial 
        or limitation of preemptive rights takes effect at any time 
        after this demand, the shareholder may, at any time within 60 
        days after the demand, apply to the district court in the county 
        of the banking institution's principal place of business for the 
        appointment of three persons to appraise the value of that 
        person's shares.  The court shall appoint the appraisers and 
        designate the time and the place of their first meeting, give 
        directions with regard to their proceedings the court considers 
        proper, and direct the time and manner in which payment must be 
        made of the value of that person's shares to the shareholder.  
        The appraisers shall meet at the time and place designated, 
        after being duly sworn to discharge their duties honestly and 
        faithfully, make and certify a written estimate of the value of 
        the stock at the time of the appraisal, and deliver one copy to 
        the banking institution and another to the shareholder.  The 
        shareholder and the banking institution shall each pay one-half 
        of the charges and expenses of the appraisers. 
           Sec. 10.  Minnesota Statutes 2004, section 48.04, is 
        amended to read: 
           48.04 [INCREASE AND REDUCTION OF CAPITAL.] 
           No increase or reduction of the capital of any banking 
        institution shall be valid until the entire new capital has been 
        paid in cash, and certified to the commissioner under oath of 
        the president, vice-president, or cashier.  The commissioner 
        shall thereupon issue a certificate of that fact and of approval 
        thereof.  No reduction of the surplus of any banking institution 
        shall be valid until such reduction has been approved by the 
        commissioner of commerce.  No reduction shall affect the 
        liability of any stockholder shareholder for any indebtedness 
        incurred prior thereto.  
           For purposes of this section, directors have the authority 
        granted under section 48.02, paragraph (b). 
           Sec. 11.  Minnesota Statutes 2004, section 48.06, is 
        amended to read: 
           48.06 [BOARD OF DIRECTORS; QUALIFICATIONS.] 
           Subdivision 1.  [SIZE.] The business of a bank must be 
        managed by a board of at least five directors, unless a greater 
        number is otherwise required by law.  A board of directors of a 
        financial institution referred to in section 47.12 which has 
        fewer than five members on August 1, 1995, is not subject to 
        this requirement but may be increased to not more than five 
        members by order of the commissioner of commerce. 
           If the number of directors exceeds nine, they may 
        designate, semiannually, by resolution, nine of their number, a 
        majority of whom constitutes a quorum for the transaction of 
        business.  Every director of a bank shall take and subscribe an 
        oath to faithfully perform the official duties of a director, 
        and not knowingly violate, or permit to be violated, any 
        provision of law.  The taking of this oath must be duly 
        certified in the minutes of the records of the bank. 
           Subd. 2.  [CLASSES.] In its certificate of incorporation, a 
        corporation may establish classes of its directors and the terms 
        for each class.  No class may be elected for a term of less than 
        one year, or more than five years, and the term of office of at 
        least one class must expire each year. 
           Subd. 3.  [VACANCIES.] If the certificate of incorporation 
        or the bylaws so provides, a vacancy in the board of directors 
        may be filled by the remaining directors.  Not more than 
        one-third of the members of the board may be so filled in any 
        one year except any number may be appointed to provide for at 
        least five directors until any subsequent meeting of the 
        shareholders.  
           Subd. 4.  [QUORUM TO DO BUSINESS.] Except as otherwise 
        provided in subdivision 1, a majority of the directors 
        constitutes a quorum for the transaction of business.  
           Subd. 5.  [ACTION WITHOUT MEETING.] Any action which might 
        be taken at a meeting of the board of directors may be taken 
        without a meeting if done in writing signed by all of the 
        directors.  
           Sec. 12.  Minnesota Statutes 2004, section 48.07, is 
        amended to read: 
           48.07 [OFFICERS; APPOINTMENT, REMOVAL.] 
           The board of directors of a bank or trust company organized 
        under the laws of this state shall have full power and authority 
        at any time to appoint and remove any officer or employee.  
           Every bank or trust company organized under the laws of 
        this state, except when otherwise specially provided, must have 
        a president, secretary, and treasurer, and may have one or more 
        vice-presidents and other officers, as its certificate of 
        incorporation or bylaws may provide.  Their respective duties 
        must be prescribed in the certificate of incorporation or in the 
        bylaws.  Only one president of record may act on behalf of the 
        bank or trust company; however, additional officers may be 
        titled president for purposes of empowering those additional 
        officers to function as managing officers of detached facilities 
        of banks. 
           Sec. 13.  Minnesota Statutes 2004, section 49.41, is 
        amended to read: 
           49.41 [RIGHTS OF DISSENTING STOCKHOLDERS SHAREHOLDERS.] 
           Any stockholder shareholder not voting in favor of the 
        agreement of consolidation or merger at the meeting prescribed 
        in section 49.37 may, at that meeting, or within 20 days 
        thereafter, object to the consolidation or merger and demand 
        payment for that person's stock shares.  If the consolidation or 
        merger takes effect at any time after this demand, 
        the stockholder shareholder may, at any time within 60 days 
        thereafter, apply to the district court in the county wherein is 
        situated the principal place of business of the corporation with 
        which the other or others are consolidated or merged, for the 
        appointment of three persons to appraise the value of that 
        person's stock shares.  The court shall thereupon appoint these 
        appraisers and designate the time and place of their first 
        meeting, with such directions in regard to their proceedings as 
        shall be deemed proper, and also direct the time and manner in 
        which payment shall be made of the value of that person's stock 
        shares to the stockholder shareholder.  The appraisers shall 
        meet at the time and place designated, after being duly sworn to 
        discharge their duties honestly and faithfully, make and certify 
        a written estimate of the value of the stock shares at the time 
        of the appraisal, and deliver one copy to the corporation and 
        another to the stockholder shareholder, if demanded.  The 
        charges and expenses of the appraisers shall be paid one-half by 
        the stockholder shareholder and one-half by the corporation.  
        When the corporation shall have paid the appraised value of this 
        stock the shares, the stock shares shall be canceled and 
        this stockholder shareholder shall cease to be a member of the 
        corporation or to have any interest in this stock the shares or 
        in the corporation or in the corporate property, and this stock 
        the shares may be held and disposed of by the corporation for 
        its own benefit.  
           Sec. 14.  Minnesota Statutes 2004, section 50.06, is 
        amended to read: 
           50.06 [DIRECTORS; FIRST BOARD.] 
           Subdivision 1.  [AUTHORITY AND QUALIFICATIONS.] The 
        business of every such stock savings bank shall be managed by a 
        board of not less than seven directors who are residents of this 
        state.  Each director must file a written acceptance of the 
        position before the director is authorized to act.  The persons 
        named in the certificate of authorization shall constitute the 
        first board.  
           Subd. 2.  [CLASSES.] In its certificate of incorporation, a 
        corporation may establish classes of its directors and the terms 
        for each class.  No class may be elected for a term of less than 
        one year, or more than five years, and the term of office of at 
        least one class must expire each year. 
           Subd. 3.  [VACANCIES.] Each vacancy shall be filled by the 
        board as soon as practicable, at a regular meeting thereof, 
        except when a resolution reducing the number of directors named 
        in its charter to a number not less than seven shall have been 
        incorporated into its bylaws, and a copy thereof filed with the 
        commissioner of commerce, in which case vacancies shall not be 
        filled until the number has been reduced to that specified in 
        this resolution. The number may be increased to any number 
        specified in a like resolution, consented to, in writing, by the 
        commissioner of commerce. 
           Subd. 4.  [QUORUM TO DO BUSINESS.] A majority of the 
        directors constitutes a quorum for the transaction of business.  
           Subd. 5.  [ACTION WITHOUT MEETING.] Any action which might 
        be taken at a meeting of the board of directors may be taken 
        without a meeting if done in writing signed by all of the 
        directors.  
           Sec. 15.  [50.065] [OFFICERS.] 
           Every savings bank, except when otherwise specially 
        provided, must have a president, secretary, and treasurer, and 
        may have one or more vice-presidents and other officers, as its 
        certificate of incorporation or bylaws may provide.  The time 
        and manner of their election and their respective duties must be 
        prescribed in the certificate of incorporation or in the bylaws. 
        Only one president of record may act on behalf of the savings 
        bank; however, additional officers may be titled president for 
        purposes of empowering those additional officers to function as 
        managing officers of detached facilities of banks. 
           Sec. 16.  Minnesota Statutes 2004, section 302A.011, 
        subdivision 4, is amended to read: 
           Subd. 4.  [ARTICLES.] "Articles" means, in the case of a 
        corporation incorporated under or governed by this chapter, 
        articles of incorporation, articles of amendment, a resolution 
        of election to become governed by this chapter, a demand 
        retaining the two-thirds majority for shareholder approval of 
        certain transactions, a statement of change of registered 
        office, registered agent, or name of registered agent, a 
        statement establishing or fixing the rights and preferences of a 
        class or series of shares, a statement of cancellation of 
        authorized shares, articles of merger, articles of abandonment, 
        and articles of dissolution.  In the case of a foreign 
        corporation, the term includes all documents serving a similar 
        function required to be filed with the secretary of state or 
        other officer of the corporation's state of incorporation.  In 
        the case of a corporation formed under chapter 300, the term 
        means the certificate of incorporation. 
           Sec. 17.  Minnesota Statutes 2004, section 302A.021, is 
        amended by adding a subdivision to read: 
           Subd. 7a.  [CHAPTER 300 CORPORATION SUBJECT TO LAW AS OF 
        AUGUST 1, 2006.] A corporation incorporated under chapter 300 in 
        existence on August 1, 2006, becomes governed by this chapter on 
        August 1, 2006, as fully as though the corporation had been 
        incorporated under this chapter, except as specifically 
        otherwise provided by law. 
           Sec. 18.  Minnesota Statutes 2004, section 302A.021, 
        subdivision 10, is amended to read: 
           Subd. 10.  [LAWS NOT TO APPLY.] Sections 222.19, and 
        222.23, 300.01, 300.02, 300.06 to 300.09, 300.12 to 300.68, and 
        chapters 301, 316, and 556 do not apply to a corporation 
        incorporated under or governed by this chapter.  
           Sec. 19.  Minnesota Statutes 2004, section 302A.031, is 
        amended by adding a subdivision to read: 
           Subd. 3.  [PERPETUAL DURATION GRANTED FOR CHAPTER 300 
        CORPORATIONS.] (a) All corporations formed under chapter 300 and 
        governed by this chapter pursuant to section 302A.021, 
        subdivision 7a, are granted perpetual duration irrespective of 
        the period of duration set forth in their articles of 
        incorporation.  This grant may be modified in the articles as 
        authorized under section 302A.111, subdivision 2, paragraph (b). 
           (b) All corporations formed under chapter 300 and governed 
        by this chapter pursuant to section 47.13, are granted perpetual 
        duration irrespective of the period of duration set forth in 
        their certificates of incorporation.  This grant may be modified 
        in the certificate of incorporation as authorized under section 
        47.12, subdivision 2, paragraph (a), clause (3). 
           Sec. 20.  [CORRECTION OF STATUTORY REFERENCE IN CORPORATE 
        DOCUMENTS.] 
           As of August 1, 2006, all references in corporate documents 
        to Minnesota Statutes, section 300.64, in connection with the 
        elimination of, or limitations on, the personal liability of 
        directors are deemed to be references to Minnesota Statutes, 
        section 302A.251, and all references to Minnesota Statutes, 
        section 300.083, are deemed to be references to Minnesota 
        Statutes, section 302A.521. 
           Sec. 21.  [REVISOR'S INSTRUCTION.] 
           The revisor of statutes shall renumber each section of 
        Minnesota Statutes listed in column A with the number listed in 
        column B.  The revisor shall also make necessary cross-reference 
        changes consistent with the renumbering. 
                 Column A                Column B
                 300.026                 302A.92
                 300.03                  301B.01
                 300.04                  301B.02
                 300.045                 301B.03
                 300.10                  301B.04
                 300.11                  301B.05
                 300.111                 336B.01
                 300.112                 336B.02
                 300.113                 336B.03
                 300.114                 507.327
                 300.115                 507.328

                                   ARTICLE 2 
                             INSURANCE CORPORATIONS 
           Section 1.  Minnesota Statutes 2004, section 60A.07, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [INCORPORATION.] Except when the manner of 
        organization is specifically otherwise provided in sections 
        dealing with these insurers, domestic insurance corporations 
        shall be organized under and governed by chapter 300.  The 
        articles or certificate of incorporation must meet the 
        requirements of section 300.025, other than Three or more 
        persons may form a domestic insurance corporation for any of the 
        purposes specified in subdivision 2 by applying to the 
        Department of Commerce and complying with all applicable 
        organizational requirements and the conditions set out in 
        clauses (1) to (6).  The incorporators must subscribe a 
        certificate specifying:  
           (1) the requirement that a majority of board members shall 
        always be residents of this state the corporation's name, which 
        must distinguish it from all other corporations authorized to do 
        business in this state, and must contain the word "company," 
        "corporation," or "incorporated"; and 
           (2) the requirements of section 300.025, clause (7). the 
        general nature of the corporation's business and its principal 
        place of business; 
           (3) the period of its duration, if limited; 
           (4) the names and places of residence of the incorporators; 
           (5) the board in which the management of the corporation 
        will be vested, the date of the initial annual meeting at which 
        it will be elected, and the names and addresses of the board 
        members until the first election; and 
           (6) whether the corporation is organized on the stock plan, 
        mutual plan, or otherwise; and, if organized as a stock company, 
        the amount of capital stock, how the capital stock is to be paid 
        in, the number of shares into which it is to be divided, and the 
        par value of each share; and, if there is to be more than one 
        class, a description and the terms of issue of each class and 
        the method of voting on each class. 
           The certificate may contain any other lawful provision 
        defining and regulating the powers and business of the insurance 
        corporation, its officers, directors, trustees, members, or 
        stockholders. 
           A person doing business in this state may contest the 
        subsequent registration of a name with the Office of the 
        Secretary of State as provided in section 5.22. 
           Domestic insurance corporations established in this manner 
        are organized under and governed by chapter 302A, except as 
        otherwise provided in subdivision 1d and chapter 66A. 
           Sec. 2.  Minnesota Statutes 2004, section 60A.07, is 
        amended by adding a subdivision to read: 
           Subd. 1a.  [FILING.] The certificate of an insurance 
        corporation must be filed for record with the secretary of 
        state.  If the secretary of state finds that it conforms to law 
        and that the required fee has been paid, the secretary of state 
        must record it and certify that fact on it.  The secretary of 
        state may not accept a certificate for filing unless the 
        certificate also contains the endorsement of the commissioner of 
        commerce. 
           Sec. 3.  Minnesota Statutes 2004, section 60A.07, is 
        amended by adding a subdivision to read: 
           Subd. 1b.  [CERTIFICATE OF AUTHORITY.] If the commissioner 
        of commerce is satisfied that the corporation has been organized 
        for legitimate purposes, and under such conditions as to merit 
        and have public confidence, and that all provisions of law 
        applicable to every branch of business in which, by the terms of 
        its certificate, it is authorized to engage, have been complied 
        with, the commissioner shall so certify.  When the original 
        certificate and the certificate of incorporation from the 
        secretary of state are filed with the commissioner of commerce, 
        the commissioner shall, within 60 days thereafter, execute and 
        deliver to it a certificate of authority. 
           Sec. 4.  Minnesota Statutes 2004, section 60A.07, is 
        amended by adding a subdivision to read: 
           Subd. 1c.  [BYLAWS.] Bylaws may be adopted by the insurance 
        corporation in the manner set forth in section 302A.181.  Within 
        90 days after the adoption of the bylaws or any amendment 
        thereof, a certified copy of the same must be filed with the 
        commissioner of commerce. 
           Sec. 5.  Minnesota Statutes 2004, section 60A.07, is 
        amended by adding a subdivision to read: 
           Subd. 1d.  [CERTIFICATE OF INCORPORATION; AMENDMENTS.] The 
        certificate of incorporation of an insurance corporation 
        organized and existing under the laws of this state may be 
        amended in the manner set forth in section 302A.135.  Amendments 
        must be filed with the secretary of state in the manner set 
        forth in section 302A.151, except the secretary of state may not 
        accept a certificate of filing unless the certificate also 
        contains the endorsement of the commissioner of commerce. 
           Sec. 6.  Minnesota Statutes 2004, section 60A.07, is 
        amended by adding a subdivision to read: 
           Subd. 1e.  [APPLICATION OF BUSINESS CORPORATION ACT.] The 
        provisions of chapter 302A apply to domestic stock corporations 
        formed to carry on the business of insurance, except to the 
        extent those provisions are inconsistent with any provisions 
        contained in this chapter or to the extent in conflict with any 
        provisions contained in chapters 60A to 79A.  The provisions of 
        chapter 302A apply to domestic mutual corporations formed to 
        carry on the business of insurance only to the extent provided 
        for in chapter 66A. 
           Sec. 7.  Minnesota Statutes 2004, section 60A.075, 
        subdivision 6, is amended to read: 
           Subd. 6.  [CONVERSION.] (a)  [FILING.] Following approval 
        by the eligible members, the converting mutual company shall 
        file a copy of the company's amended or restated articles of 
        incorporation with the commissioner, together with a certified 
        copy of the minutes of the meeting at which the plan was adopted 
        and a certified copy of the plan.  The commissioner shall review 
        and, if appropriate, approve the amended or restated articles.  
        After approval by the commissioner, a converting mutual insurer 
        company shall file the articles with the secretary of state as 
        provided by section 60A.07, subdivision 1d, and chapter 300, or 
        a converting mutual holding company shall file the articles with 
        the secretary of state as provided by chapter 302A. 
           (b)  [EFFECTIVE DATE.] The reorganization of a converting 
        mutual company is effective on the date of filing an amendment 
        or restatement of the articles of incorporation with the 
        secretary of state, or on a later date if the plan so specifies. 
           Sec. 8.  Minnesota Statutes 2004, section 60A.077, 
        subdivision 6, is amended to read: 
           Subd. 6.  [INCORPORATION.] A mutual insurance holding 
        company shall be incorporated pursuant to section 60A.07, 
        subdivision 1, and this chapter 300.  The articles of 
        incorporation and any amendments to the articles of the mutual 
        insurance holding company are subject to approval of the 
        commissioner in the same manner as those of an insurance 
        company.  Members of a mutual insurance holding company shall be 
        entitled to vote on all matters required to be submitted 
        to domestic mutual insurance company members under chapter 300 
        and shall additionally be treated as shareholders for purposes 
        of the voting approval requirements of section 300.09 in 
        accordance with the requirements of this chapter and chapter 
        302A. 
           Sec. 9.  Minnesota Statutes 2004, section 60B.23, is 
        amended to read: 
           60B.23 [DISSOLUTION OF INSURER.] 
           The commissioner may petition for an order dissolving the 
        corporate existence of a domestic insurer or the United States 
        branch of an alien insurer domiciled in this state at the time 
        the commissioner applies for a liquidation order.  If the court 
        issues a liquidation order, it also shall order dissolution if 
        the commissioner has petitioned for it.  The court shall order 
        dissolution of the corporation upon petition by the commissioner 
        at any time after a liquidation order has been granted.  If the 
        dissolution has not previously occurred, it shall be effected by 
        operation of law upon the discharge of the liquidator.  The 
        commissioner shall file a dissolution with the secretary of 
        state pursuant to section 302A.711, subdivision 2, paragraphs 
        (a), clauses (1), (2), and (5), and (b); and subdivisions 3 and 
        4. 
           Sec. 10.  Minnesota Statutes 2004, section 61A.14, is 
        amended by adding a subdivision to read: 
           Subd. 9.  [LIFE INSURANCE COMPANIES.] A domestic life 
        insurance company having a separate account or accounts pursuant 
        to this section in connection with variable contracts or other 
        separate account products may indemnify a person who is serving 
        or has served as a member of the managing committee of that 
        separate account, and may purchase and maintain insurance for 
        that purpose, in accordance with section 302A.521. 
           Sec. 11.  Minnesota Statutes 2004, section 66A.01, is 
        amended to read: 
           66A.01 [SCOPE OF CHAPTER.] 
           This chapter shall apply to mutual insurance companies 
        other than:  life insurance companies, assessment benefit 
        associations, fraternal benefit societies, township mutual 
        insurance companies and title insurance companies.  Sections 
        66A.08 to 66A.31 and 66A.20 do not apply to mutual life 
        insurance companies. 
           Sections 60A.07, subdivision 1, clauses (1) and (2); 
        61A.26; 61A.321; 61A.33; 61A.34; 61A.35; and 61A.36, do not 
        apply to mutual property and casualty insurance companies. 
           Sec. 12.  Minnesota Statutes 2004, section 66A.02, is 
        amended to read: 
           66A.02 [APPLICABILITY OF GENERAL BUSINESS CORPORATION 
        STATUTES.] 
           Subdivision 1.  [GENERAL.] Chapter 300 302A shall apply to 
        domestic mutual insurance companies except where to the extent 
        inconsistent with any provisions in this chapter or section 
        60A.07, or otherwise in conflict with the express provisions of 
        this chapter and the reasonable implication of such 
        provisions any provisions in chapters 60A to 79A.  Provisions of 
        chapter 302A relating to share certificates, classes of shares, 
        share values, or any other provisions relevant only to stock 
        companies do not apply to mutual insurance companies.  
           Subd. 2.  [MUTUAL HOLDING COMPANIES.] For purposes of 
        sections 66A.01 to 66A.07 and 66A.21, the term "domestic mutual 
        insurance company" is deemed to include domestic mutual 
        insurance holding companies organized under section 60A.077 and 
        the term "member" is deemed to include members of a domestic 
        mutual insurance holding company as specified in section 
        60A.077, subdivision 1, paragraph (b).  For purposes of section 
        60A.07, subdivisions 1, 1a, 1b, 1c, 1d, and 1e, a domestic 
        mutual insurance holding company is deemed to be an insurance 
        corporation. 
           Subd. 3.  [TERMS.] For purposes of applying chapter 302A to 
        domestic mutual insurance companies, members of a domestic 
        mutual insurance company must be treated in the same manner as 
        shareholders of a stock corporation, except as otherwise 
        provided in this chapter.  Every member of the mutual insurance 
        company shall be deemed to hold one share of the company for 
        purposes of applying provisions of chapter 302A relating to 
        voting.  Mutual insurance companies are not included in the 
        definitions of "closely held corporation," "publicly held 
        corporation," or "issuing public corporation."  The term 
        "distribution" does not include dividends paid on participating 
        policies issued by the mutual insurance company or any insurance 
        company subsidiary in the case of a mutual insurance holding 
        company. 
           Subd. 4.  [EXCEPTIONS.] The following provisions of chapter 
        302A do not apply to domestic mutual insurance companies:  
        sections 302A.011, subdivisions 2, 6, 6a, 7, 10, 20, 21, 25, 26, 
        27, 28, 29, 31, 32, and 37 to 59; 302A.105; 302A.137; 302A.161, 
        subdivision 19; 302A.201, subdivision 2; 302A.401 to 302A.429; 
        302A.433, subdivisions 1, paragraphs (a), (b), (c), and (e), and 
        2; 302A.437, subdivision 2; 302A.445, subdivisions 3 to 6; 
        302A.449, subdivision 7; 302A.453 to 302A.457; 302A.461; 
        302A.463; 302A.471 to 302A.473; 302A.553; 302A.601 to 302A.651; 
        302A.671 to 302A.675; 302A.681 to 302A.691; and 302A.701 to 
        302A.791.  Those clauses of section 302A.111 that refer to any 
        of the sections previously referenced in this subdivision do not 
        apply to domestic mutual insurance companies.  The following 
        sections of chapter 302A are modified in their application to 
        domestic mutual insurance companies in the manner indicated: 
           (1) with regard to section 302A.133, the articles may be 
        amended pursuant to section 302A.171 by the incorporators or by 
        the board before the issuance of any policies by the company; 
           (2) with regard to section 302A.135, subdivision 2, a 
        resolution proposing an amendment to the certificate of 
        authority must be filed with the corporate secretary no less 
        than 30 days before the meeting to consider the proposed 
        amendment; 
           (3) with regard to section 302A.161, subdivision 19 of that 
        section does not apply, except this must not be construed to 
        limit the power of a mutual insurance company from issuing 
        securities other than stock; 
           (4) with regard to section 302A.201, the references in 
        subdivision 1 of that section to "subdivision 2" and "section 
        302A.457" do not apply; 
           (5) with regard to section 302A.203, the board shall 
        consist of no less than five directors; 
           (6) with regard to section 302A.215, subdivisions 2 and 3 
        of that section only apply if the corporation's certificate of 
        incorporation provides cumulative voting; 
           (7) with regard to section 302A.433, subdivision 1 of that 
        section, special meetings of the shareholders may be called for 
        any purpose or purposes at any time by a person or persons 
        authorized in the articles or bylaws to call special meetings, 
        and with regard to subdivision 3 of that section, special 
        meetings must be held on the date and at the time and place 
        fixed by a person or persons authorized by the articles or 
        bylaws to call a meeting; and 
           (8) with regard to section 302A.435, if the company 
        complies substantially and in good faith with the notice 
        requirements of section 302A.435, the company's failure to give 
        any member or members the required notice does not impair the 
        validity of any action taken at the members' meeting. 
           Sec. 13.  Minnesota Statutes 2004, section 66A.03, is 
        amended to read: 
           66A.03 [INCORPORATION.] 
           Domestic mutual insurance companies are must be 
        incorporated under in accordance with the provisions of chapter 
        300 section 60A.07, subdivision 1.  Except as otherwise provided 
        in this chapter, the certificate or articles of incorporation 
        shall comply with section 300.025, other than: 
           (1) the requirement that a majority of board members must 
        always be residents of this state; and 
           (2) the requirements of section 300.025, paragraph (a), 
        clause (7). 
           Sec. 14.  Minnesota Statutes 2004, section 66A.06, is 
        amended to read: 
           66A.06 [RENEWAL OF CORPORATE EXISTENCE.] 
           The procedure for renewal of corporate existence for mutual 
        companies having a limited period of existence is governed by 
        section 60A.07, subdivision 8, clause (2). Any domestic mutual 
        insurance company, heretofore or hereafter organized and 
        existing under the laws of this state, whose period of duration 
        has expired or is about to expire, may, on or before the date of 
        the expiration, or within six months after the date of 
        expiration, renew its corporate existence from the date of the 
        expiration for any period permitted by the laws of this state, 
        by the adoption of a resolution to that effect by the 
        affirmative vote of three-fourths of the members present, in 
        person or by proxy, at a regular meeting of the members, or at 
        any special meeting called for that expressly stated purpose, 
        and by causing the resolution to be embraced in a certificate 
        duly executed by its president and secretary or other presiding 
        and recording officers, under its corporate seal, and approved, 
        filed, recorded, and published in the manner prescribed by law 
        for the execution, approval, filing, recording, and publishing 
        of an original certificate of incorporation or articles of 
        association. 
           Sec. 15.  Minnesota Statutes 2004, section 66A.07, is 
        amended to read: 
           66A.07 [MEMBERSHIP; MEETINGS; NOTICES; VOTING.] 
           Subdivision 1.  [PROPERTY/CASUALTY COMPANIES.] Every 
        policyholder in a mutual insurance company, other than a life 
        insurance company, shall be a member thereof while the policy is 
        in force, entitled to one vote for each policy held, and 
        notified of the time and place of holding its meetings either 
        personally or by imprint upon the front or back of every policy, 
        or in the premium notice, receipt or certificate of renewal, 
        substantially as follows: 
                           "NOTICE OF ANNUAL MEETING 
           The policyholder named herein is hereby notified:  while 
        this policy is in force you are by virtue thereof a member of 
        the (name of company) and that the annual meeting of said 
        company is held at its home office at (address) on the ..... day 
        of ..... each year at .....  o'clock ...... m."  
           Notice given in this manner is deemed to comply with the 
        requirements of section 302A.435. 
           Subd. 2.  [LIFE INSURANCE COMPANIES.] (a) Unless otherwise 
        approved by the commissioner of commerce, a domestic mutual life 
        insurance company member is any person who is listed on the 
        records of the company as the owner of an in-force policy, and 
        each member is entitled to one vote regardless of the number of 
        policies owned by the member or the amounts of coverage provided 
        to the member.  "Policy" means a policy or contract of 
        insurance, including an annuity contract issued by the company.  
        Except as otherwise provided in the company's certificate or 
        bylaws, a person insured under a group policy is not a member by 
        virtue of such coverage, unless (1) the person is insured or 
        covered under a group life policy or group annuity contract 
        under which funds are accumulated and allocated to the 
        respective covered persons; (2) the person has the right to 
        direct the application of the funds so allocated; (3) the group 
        policyholder makes no contribution to the premiums or deposits 
        for the policy or contract; and (4) the company has the names 
        and addresses of the persons covered under the group life policy 
        or group annuity contract. 
           (b) Every member must be notified of its annual meetings by 
        a written notice mailed to the member's address, or by an 
        imprint on the front or back of the policy, premium notice, 
        receipt, or certificate of renewal, substantially as follows: 
           "The policyowner is hereby notified that by virtue of his 
        or her ownership of this policy, the policyowner is a member of 
        the .......... Insurance Company, and that the annual meetings 
        of said company are held at its home office on the .... day of 
        .... in each year, at .... o'clock." 
           For mutual insurance holding companies, the notice of the 
        annual meeting may be modified to reflect that the policyowner, 
        by virtue of his or her ownership of a policy issued by a 
        subsidiary insurance company reorganized under section 60A.077, 
        is a member of the mutual insurance holding company.  Notice 
        given in this manner is deemed to comply with the requirements 
        of section 302A.435. 
           Subd. 3.  [PROXIES.] (a) Except as otherwise provided in 
        paragraphs (b) and (c), proxies for voting at meetings of 
        members of domestic mutual insurance companies are governed by 
        the provisions of section 302A.449, subdivisions 1 to 6 and 8.  
           (b) A member may vote by proxy at any regular or special 
        meeting of the members by filing a written proxy appointment 
        with the secretary of the company at its home office at least 
        five days before the first meeting at which it is to be used, 
        unless a different time period is specified in the company's 
        bylaws. 
           (c) A member may cast or authorize the casting of a vote by 
        telephonic transmission or authenticated electronic 
        communication, in accordance with section 302A.449, if permitted 
        by the bylaws of the company. 
           Subd. 4.  [MEMBERSHIP INTEREST.] A domestic mutual 
        insurance company must keep a list of members as part of its 
        books and records.  Membership interest in a domestic mutual 
        insurance company must be uncertificated.  A membership interest 
        in a domestic mutual insurance company does not constitute a 
        security as defined in section 80A.14, subdivision 18.  No 
        member of a mutual insurance company may transfer or pledge 
        membership in the mutual insurance company or any right arising 
        from the membership except as attendant to the valid transfer or 
        assignment of the member's policy issued by the mutual insurance 
        company.  A member of a mutual insurance company is not, as a 
        member, personally liable for the acts, debts, liabilities, or 
        obligations of the company.  No assessments of any kind may be 
        imposed upon the members of a mutual insurance company by the 
        directors or members, or because of any liability of any company 
        owned or controlled by the mutual insurance company or because 
        of any act, debt, or liability of the mutual insurance company, 
        except as may otherwise be provided in the company's articles or 
        bylaws.  A member's interest in the mutual insurance company 
        shall automatically terminate upon cancellation, nonrenewal, 
        expiration, or termination of the member's policy with the 
        insurance company that gave rise to the member's membership 
        interest. 
           Sec. 16.  Minnesota Statutes 2004, section 66A.08, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [CASUALTY LINES.] No mutual insurance 
        company hereafter organized shall be licensed to transact any of 
        the kinds of business specified in section 60A.06, subdivision 
        1, clause (3), (5), (6), (8), (9), (10), (12), (13), (14), or 
        (15), except upon compliance with the following conditions: 
           (1) It shall have not less than 300 bona fide applications 
        for policies of insurance of each kind sought to be written, 
        signed by at least 300 members, covering at least 300 separate 
        risks, each risk, within the maximum net single risk described 
        in clause (2) and one year's premiums thereon paid in cash, and 
        admitted assets of not less than $100,000, which admitted assets 
        shall not be less than five times the maximum net single risk, 
        and shall have on deposit with the commissioner in accordance 
        with section 60A.10, subdivision 4, as security for all of its 
        policyholders, stock or bonds of this state or of the United 
        States or bonds of any of the municipalities of this state, or 
        personal obligations secured by first mortgage on real estate 
        within this state worth, exclusive of buildings, the amount of 
        the lien, and bearing interest of not less than three percent 
        per annum, to an amount the actual market value of which, 
        exclusive of interest, shall never be less than $100,000. 
           No such company shall be authorized to insure against loss 
        or damage by the bodily injury or death by accident of any 
        person employed by the insured, for which the insured is liable 
        under the workers' compensation law, unless and until the 
        company complies with the provisions of subdivision 4; 
           (2) It shall not expose itself to any loss on any one risk 
        or hazard, except as provided in this clause, in an amount 
        exceeding ten percent of its net assets, actual and contingent.  
        For the purposes of this section contingent assets mean the 
        aggregate amount of the contingent liability of its members for 
        the payment of loss and expenses not provided for by its cash 
        funds.  Contingent liability, for the purposes of this section, 
        means an amount not to exceed one annual premium as stated in 
        the policy.  No portion of any risk or hazard which has been 
        reinsured, as authorized by the laws of this state, shall be 
        included in determining the limitation of risk prescribed by 
        this section.  For the purpose of transacting employers' 
        liability and workers' compensation insurance, each employee 
        shall be considered a separate risk for determining the maximum 
        single risk; 
           (3) It shall maintain unearned premiums and other reserves, 
        separately for each kind of business, upon the same basis as 
        that required of domestic stock insurance companies transacting 
        the same kind of business; 
           (4) Except as expressly provided in this chapter, it shall 
        comply with all the provisions of the laws of this state 
        relating to the organization and internal management of mutual 
        fire insurance companies in so far as the same may be applicable 
        and not inconsistent with chapter 66A. 
           Sec. 17.  [66A.215] [SPECIAL PROVISIONS RELATING TO HAIL, 
        TORNADO, AND CYCLONE COMPANIES.] 
           Sections 66A.22 to 66A.31 apply only to hail, tornado, and 
        cyclone companies. 
           Sec. 18.  [REVISOR'S INSTRUCTION.] 
           The revisor of statutes shall renumber the provisions of 
        Minnesota Statutes listed in column A to the references in 
        column B.  The revisor shall also make the necessary 
        cross-reference changes in Minnesota Statutes and Minnesota 
        Rules consistent with the renumbering.  The revisor shall also 
        change the reference to section 61A.03(6) in Minnesota Statutes, 
        section 61A.26, subdivision 5, to section 61A.03, subdivision 1, 
        paragraph (f). 
             Column A                        Column B
           60A.07, subd. 10, clause (1)    66A.32
           60A.07, subd. 10, clause (2)    66A.33
           60A.075                         66A.41
           60A.077                         66A.40
           61A.26                          66A.34
           61A.321                         66A.35
           61A.33                          66A.36
           61A.34                          66A.37
           61A.35                          66A.38
           61A.36                          66A.39
           61A.37                          66A.42
           61A.38                          66A.43
           66A.20                          66A.311
           66A.22                          66A.221 
           Sec. 19.  [REPEALER.] 
           Minnesota Statutes 2004, sections 60A.07, subdivision 8; 
        61A.32; 66A.04; 66A.05; and 66A.075, are repealed. 

                                   ARTICLE 3
                               CONFORMING CHANGES 
           Section 1.  Minnesota Statutes 2004, section 48.033, is 
        amended to read: 
           48.033 [STATE BANKS, LIABILITY OF STOCKHOLDERS 
        SHAREHOLDERS.] 
           Notwithstanding sections 48.03, and 49.24, and 300.27, any 
        stockholder shareholder of a state bank whose deposits are not 
        insured by the Federal Deposit Insurance Corporation, shall be 
        personally liable for the debts of said bank to the extent of 
        the par value of the stock shares held by such stockholder the 
        shareholder.  
           Sec. 2.  Minnesota Statutes 2004, section 48A.01, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [ARTICLES OF INCORPORATION.] (a) Subject to 
        the other provisions of this chapter, three or more persons may 
        organize and charter a state trust company for purposes of 
        transacting business as a trust company in conformity with the 
        applicable laws. 
           (b) A state trust company may be organized under section 
        300.025 47.12.  If the trust company does not exercise banking 
        powers, it may exercise the powers of a Minnesota business 
        corporation reasonably necessary or helpful to enable exercise 
        of its specific powers under this chapter. 
           (c) A state trust company may be organized as a limited 
        liability company if it does not exercise banking powers. 
           (d) The articles of incorporation or articles of 
        organization of the company must be signed and acknowledged by 
        each organizer and must contain: 
           (1) the name of the state trust company; 
           (2) the period of its duration, which may be perpetual; 
           (3) the powers of the state trust company, which may be 
        stated as: 
           (i) all powers granted to a state trust company in this 
        state; or 
           (ii) a list of the specific powers that the state trust 
        company chooses and is authorized to exercise; 
           (4) the aggregate number of shares or membership interests 
        that the state trust company will be authorized to issue, the 
        number of classes of shares or membership interests, which may 
        be one or more, the number of shares or membership interests of 
        each class if more than one class, and a statement of the par 
        value of the shares of each class or that the shares or 
        membership interests are to be without par value; 
           (5) if the shares or membership interests are to be divided 
        into classes, the designation of each class and statement of the 
        preferences, limitations, and relative rights of the shares or 
        membership interests of each class, which in the case of a 
        limited trust association may be more fully set forth in the 
        statement of membership interest; 
           (6) a provision limiting or denying to participants the 
        preemptive right to acquire additional or treasury membership 
        interests or shares of the state trust company; 
           (7) a provision granting the right of members or 
        shareholders to cumulative voting in the election of directors 
        or managers; 
           (8) the aggregate amount of consideration to be received 
        for all shares or membership interests initially issued by the 
        state trust company, and a statement that all authorized 
        contributions or shares have been subscribed and that all 
        subscriptions received provide for the consideration to be fully 
        paid in cash before the charter is issued; 
           (9) a provision consistent with law that the organizers 
        elect to set forth in the articles of incorporation or articles 
        of organization for the regulation of the internal affairs of 
        the state trust company or that is otherwise required by this 
        chapter to be set forth in the articles; 
           (10) the street address of the state trust company's 
        principal office; and 
           (11) the number of directors or governors constituting the 
        initial board, which must not be fewer than five or more than 
        25, and a statement that management is vested in a board. 
           Sec. 3.  Minnesota Statutes 2004, section 48A.04, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [AUTHORITY.] Upon complying with the terms 
        of this section, a trust company organized under section 300.025 
        47.12 has all the powers and privileges of a state bank not 
        otherwise granted to trust companies and is subject to and must 
        comply with all the laws of this state applicable to state banks.
           Sec. 4.  Minnesota Statutes 2004, section 48A.04, 
        subdivision 3, is amended to read: 
           Subd. 3.  [CERTIFICATES TO BE AMENDED.] In order to 
        exercise the powers granted under this subdivision, the trust 
        company shall amend its certificate of incorporation to include 
        the additional powers of a state banking corporation.  This 
        amendment may include the change of the corporate name of the 
        trust company.  The trust company shall display in its place of 
        business the certificate of the authorization issued by the 
        commissioner of commerce. 
           Amendments to the certificate of incorporation must be made 
        under section 300.45 47.171.  Before becoming effective, these 
        amendments must be approved by the department and the approval 
        must be endorsed upon the certificate of amendment. 
           Sec. 5.  Minnesota Statutes 2004, section 50.001, is 
        amended to read: 
           50.001 [APPLICATION FOR CERTIFICATE OF AUTHORITY; 
        PROCEDURE.] 
           The procedures for the application and issuance of a 
        certificate of authority to a savings bank organized pursuant to 
        section 300.025 47.12 shall be those applicable to a state bank 
        in sections 46.041 to 46.045. 
           Sec. 6.  Minnesota Statutes 2004, section 50.085, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [GENERALLY.] Every savings bank 
        incorporated pursuant to or operating under this chapter shall 
        be a body corporate; shall have all the powers enumerated, 
        authorized, and permitted by this chapter and other applicable 
        law; shall have other rights, privileges, and powers as may be 
        incidental to or reasonably necessary or appropriate for the 
        accomplishment of the objects and purposes of the savings bank; 
        and shall have those powers possessed by corporations organized 
        under chapter 300 302A.  
           Sec. 7.  Minnesota Statutes 2004, section 51A.03, 
        subdivision 2b, is amended to read: 
           Subd. 2b.  [REGULATION OF CAPITAL STOCK ASSOCIATIONS.] The 
        incorporation, formation, and corporate governance of capital 
        stock associations are governed by chapter 300 302A, except to 
        the extent the provisions of this chapter conflict with the 
        provisions of chapter 300 302A, in which case the provisions of 
        this chapter govern. 
           Sec. 8.  Minnesota Statutes 2004, section 51A.131, is 
        amended to read: 
           51A.131 [DIRECTORS OF CAPITAL STOCK ASSOCIATIONS.] 
           The duties and qualifications required of directors of 
        capital stock associations are governed by chapter 300 302A. 
           Sec. 9.  Minnesota Statutes 2004, section 51A.17, is 
        amended to read: 
           51A.17 [INDEMNIFICATION OF OFFICERS, DIRECTORS AND 
        EMPLOYEES.] 
           The indemnification of officers, directors, and employees 
        of associations is governed by section 300.083 302A.521. 
           Sec. 10.  Minnesota Statutes 2004, section 51A.21, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [GENERALLY.] Every association incorporated 
        pursuant to or operating under the provisions of sections 51A.01 
        to 51A.57 shall have all the powers enumerated, authorized, and 
        permitted by sections 51A.01 to 51A.57 and such other rights, 
        privileges, and powers as may be incidental to or reasonably 
        necessary or appropriate for the accomplishment of the objects 
        and purposes of the association, and in addition shall have 
        those powers possessed by corporations organized under 
        chapter 300 302A.  Among others, and except as otherwise limited 
        by the provisions of sections 51A.01 to 51A.57, every 
        association shall have the powers set forth in this section. 
           Sec. 11.  Minnesota Statutes 2004, section 61A.35, is 
        amended to read: 
           61A.35 [VOTING RIGHTS.] 
           Unless otherwise provided in the certificate of 
        incorporation or an amendment thereto adopted as provided by 
        section 300.45 60A.07, subdivision 1d, or 61A.36, each 
        stockholder of a stock and mutual life insurance company shall, 
        at all meetings, be entitled to one vote for each share of stock 
        held and, except as otherwise provided by law, each holder of a 
        policy entitled to participate in profits or savings shall be a 
        member and, as such, shall be entitled to the number of votes to 
        which that person would be entitled in a mutual company.  
           Sec. 12.  Minnesota Statutes 2004, section 61A.36, is 
        amended to read: 
           61A.36 [CONVERSION OF EXISTING COMPANIES; AMENDMENT OF 
        CERTIFICATES OF INCORPORATION.] 
           Any existing stock or mutual insurance company authorized 
        to do the kinds of business referred to in section 61A.33 may 
        amend its certificate of incorporation so as to become a stock 
        and mutual company; provided, that no such amendment shall 
        deprive any stockholder or member or policyholder of the right, 
        at any and all meetings of stockholders and members or 
        policyholders held thereafter, to cast as many votes for 
        directors as are provided by the certificate of incorporation in 
        force at the time of the adoption of such amendment, or by the 
        law in force at such time.  No such amendment shall be construed 
        to change the identity of the corporation and it shall 
        thereafter continue to be governed by the laws applicable 
        thereto at the time of such amendment and as amended hereafter 
        and not inconsistent with sections 61A.33 to 61A.36, as well as 
        those relating to the added characteristic of capital stock or 
        mutuality which it shall have acquired by such amendment.  
           The certificate of incorporation of a stock and mutual life 
        insurance company may be amended in any respect therein provided 
        by section 300.45 60A.07, subdivision 1d, in the manner therein 
        provided.  The certificate of incorporation of a stock and 
        mutual life insurance company may also be amended in respect to 
        any matter which an original certificate of incorporation of a 
        stock and mutual life insurance company might lawfully have 
        contained, or so as to vest in its board of directors authority 
        to make and alter bylaws subject to the power of the 
        stockholders and members to change or repeal such bylaws, by the 
        affirmative vote, at a regular meeting of stockholders and 
        members or at a special meeting of stockholders and members 
        called for that expressly stated purpose by the board of 
        directors which shall first have proposed the amendment and 
        declared it to be advisable, of (1) a majority of the total 
        number of votes to which all stockholders are entitled, and (2) 
        at least one-fifth of the total number of votes to which all 
        participating policyholder members are entitled, provided the 
        proposed amendment does not receive the negative vote of more 
        than five percent of the total number of votes to which all 
        participating policyholder members are entitled.  The 
        certificate of incorporation of a stock and mutual life 
        insurance company may also be amended so as to increase or 
        decrease its capital stock, or so as to change the number and 
        par value of the shares of its capital stock, or so as to limit 
        or deny to stockholders the preemptive right to subscribe to any 
        or all shares of stock which may be authorized to be thereafter 
        issued, by a majority vote of all its shares but without the 
        vote of its members, at a regular meeting or at a special 
        meeting of stockholders called for that expressly stated purpose 
        by the board of directors which shall first have proposed the 
        amendment and declared it to be advisable and not adverse to or 
        in conflict with the rights and interests of the members, 
        provided that if the proposed amendment is to increase or 
        decrease the capital stock or to change the number of the shares 
        of the capital stock, the resolution specifying the proposed 
        amendment and the certificate of amendment shall expressly 
        provide (1) that the stockholders holding all its shares shall, 
        at all meetings, be entitled to the same number of total votes 
        after the amendment is adopted as they were entitled to before 
        the amendment, and (2) that each stockholder shall, at all 
        meetings, be entitled to a fraction of one vote for each share 
        of stock held, the numerator of which fraction shall be the 
        number of shares outstanding before the first such amendment is 
        adopted and the denominator of which fraction shall be the 
        number of shares outstanding.  The resolution specifying the 
        amendment shall be embraced in a certificate duly executed by 
        its president and secretary, or other presiding and recording 
        officers, under its corporate seal, and approved, filed, 
        recorded, and published in the manner prescribed for the 
        execution, approval, filing, recording, and publishing of an 
        original certificate of incorporation.  
           Sec. 13.  Minnesota Statutes 2004, section 61B.31, is 
        amended to read: 
           61B.31 [INDEMNIFICATION.] 
           The association has authority to indemnify certain persons 
        against certain expenses and liabilities as provided in section 
        300.083 302A.521, including the power to purchase and maintain 
        insurance on behalf of these persons as provided by 
        section 300.083 302A.521, subdivision 7.  In applying 
        section 300.083 302A.521 for this purpose, the term "member 
        insurers" shall be substituted for the terms "shareholders" and 
        "stockholders" and the term "association" shall be substituted 
        for the term "corporation." 
           Sec. 14.  Minnesota Statutes 2004, section 67A.06, is 
        amended to read: 
           67A.06 [POWERS OF CORPORATION.] 
           Every corporation formed under the provisions of sections 
        67A.01 to 67A.26, shall have power: 
           (1) to have succession by its corporate name for the time 
        stated in its certificate of incorporation; 
           (2) to sue and be sued in any court; 
           (3) to have and use a common seal and alter the same at 
        pleasure; 
           (4) to acquire, by purchase or otherwise, and to hold, 
        enjoy, improve, lease, encumber, and convey all real and 
        personal property necessary for the purpose of its organization, 
        subject to such limitations as may be imposed by law or by its 
        articles of incorporation; 
           (5) to elect or appoint in such manner as it may determine 
        all necessary or proper officers, agents, boards, and 
        committees, fix their compensation, and define their powers and 
        duties; 
           (6) to make and amend consistently with law bylaws 
        providing for the management of its property and the regulation 
        and government of its affairs; 
           (7) to wind up and liquidate its business in the manner 
        provided by chapter 60B; and 
           (8) to indemnify certain persons against expenses and 
        liabilities as provided in section 300.083 302A.521.  In 
        applying section 300.083 302A.521 for this purpose, the term 
        "members" shall be substituted for the terms "shareholders" and 
        "stockholders." 
           Sec. 15.  Minnesota Statutes 2004, section 67A.40, 
        subdivision 3, is amended to read: 
           Subd. 3.  [CORPORATE POWERS.] In addition to the powers 
        conferred by sections 67A.40 to 67A.44, every such association 
        shall have the power to reinsure any part or all of any risk or 
        risks assumed by it, and every such association shall have the 
        corporate powers which are granted to corporations under the 
        general corporation laws of this state.  Any such association 
        having a surplus of at least $300,000 may, at any regular 
        meeting or at a special meeting called for that purpose, 
        transform itself into a mutual insurance company by amending its 
        articles of incorporation to provide for the doing of one or 
        more of the kinds of business specified in section 60A.06, 
        subdivision 1, clauses (1) to (14).  Such transformed company 
        shall be subject to the general corporation laws contained in 
        chapter 300 302A, and subject to the conditions and restrictions 
        as to the kinds of insurance which may be combined by a like 
        stock insurance company and to all restrictions contained in the 
        laws of this state with reference to general mutual insurance 
        companies transacting the same kinds of business.  The bylaws 
        may also provide for voting rights to be based on one vote for 
        each policyholder, plus one vote for each $100 of premium paid 
        within 12 months prior to the meeting at which the votes are 
        cast. 
           Sec. 16.  Minnesota Statutes 2004, section 117.232, 
        subdivision 1, is amended to read: 
           Subdivision 1.  When acquisition of private property is 
        accomplished by the state Department of Transportation by direct 
        purchase the owner shall be entitled to reimbursement for 
        appraisal fees, not to exceed a total of $1,500.  When 
        acquisition of private property is accomplished by any other 
        acquiring authority, the owner is entitled to reimbursement for 
        appraisal fees, not to exceed $1,500, if the owner is otherwise 
        entitled to reimbursement under sections 117.50 to 117.56.  The 
        purchaser in all instances shall inform the owner of the right, 
        if any, to reimbursement for appraisal fees reasonably incurred, 
        in an amount not to exceed $1,500, together with relocation 
        costs, moving costs and any other related expenses to which an 
        owner is entitled by sections 117.50 to 117.56.  This 
        subdivision does not apply to acquisition for utility purposes 
        made by a public service corporation organized pursuant to 
        section 300.03 301B.01 or electric cooperative associations 
        organized pursuant to chapter 308A. 
           Sec. 17.  Minnesota Statutes 2004, section 161.433, 
        subdivision 3, is amended to read: 
           Subd. 3.  [APPLICATION TO CERTAIN PROVISIONS.] Laws 1967, 
        chapter 214 shall not apply to or affect the rights and 
        privileges referred to in sections 161.45, and 222.37, and 
        300.03. 
           Sec. 18.  Minnesota Statutes 2004, section 181.970, 
        subdivision 2, is amended to read: 
           Subd. 2.  [EXCEPTION.] Subdivision 1 does not apply to: 
           (1) employees of the state or a municipality governed by 
        section 3.736 or 466.07; 
           (2) employees who are subject to a contract or other 
        agreement governing indemnification rights; 
           (3) employees and employers who are governed by 
        indemnification provisions under section 300.083, 302A.521, 
        317A.521, or 322B.699, or similar laws of this state or another 
        state specifically governing indemnification of employees of 
        business or nonprofit corporations, limited liability companies, 
        or other legal entities; or 
           (4) indemnification rights for a particular liability 
        specifically governed by other law. 
           Sec. 19.  Minnesota Statutes 2004, section 237.81, is 
        amended to read: 
           237.81 [SCOPE.] 
           To the extent they regulate telecommunications right-of-way 
        users, sections 237.04; 237.16, subdivision 1; 237.162; 237.163; 
        and 237.74, subdivision 5, supersede sections section 222.37, 
        300.03, and 300.04, and any ordinance, regulation, or rule to 
        the contrary. 
           Sec. 20.  Minnesota Statutes 2004, section 301.75, is 
        amended to read: 
           301.75 [ADDITIONAL POWERS.] 
           In addition to the powers enumerated in section 300.08, 
        subdivision 1, Subdivision 1.  [GENERAL POWERS.] (a) A 
        corporation formed under the provisions of this chapter may: 
           (1) be known by its corporate name for the time stated in 
        its certificate of incorporation; 
           (2) sue and be sued in any court; 
           (3) have, use, and alter a common seal; 
           (4) acquire, by purchase or otherwise, and hold, enjoy, 
        improve, lease, encumber, and convey all real and personal 
        property necessary for the purposes of its organization, subject 
        to the limitations hereafter declared; 
           (5) elect or appoint in any manner it determines all 
        necessary or proper officers, agents, boards, and committees, to 
        fix their compensation, and to define their powers and duties; 
           (6) make and amend consistently with law bylaws providing 
        for the management of its property and the regulation and 
        government of its affairs; and 
           (7) wind up and liquidate its business in the manner 
        provided by law. 
           (b) A corporation formed under this chapter shall indemnify 
        those persons identified in section 302A.521 against certain 
        expenses and liabilities only as provided in section 302A.521 
        and may indemnify other persons. 
           Subd. 2.  [ADDITIONAL POWERS.] In addition to the powers in 
        subdivision 1, the corporation may: 
           (a) Borrow money and otherwise incur indebtedness for any 
        of the purposes of the corporation; to issue its bonds, 
        debentures, notes or other evidences of indebtedness, whether 
        secured or unsecured, therefore and to secure the same by 
        mortgage, pledge, deed or trust or other lien on its property, 
        franchises, rights and privileges of every kind and nature or 
        any part thereof. 
           (b) Lend money to, and to guarantee, endorse, or act as 
        surety on the bonds, notes, contracts or other obligations of, 
        or otherwise assist financially, any person, firm, corporation 
        or association, and to establish and regulate the terms and 
        conditions with respect to any such loans or financial 
        assistance and the charges for interest and service connected 
        therewith. 
           (c) Purchase, receive, hold, lease, or otherwise acquire, 
        and to sell, convey, mortgage, lease, pledge, or otherwise 
        dispose of, upon such terms and conditions as the board of 
        directors may deem advisable, real and personal property, 
        together with such rights and privileges as may be incidental 
        and appurtenant thereto and the use thereof, including, but not 
        restricted to, any real or personal property acquired by the 
        corporation from time to time in the satisfaction of debts or 
        enforcement of obligations. 
           (d) Acquire, by purchase or otherwise, the good will, 
        business, rights, real and personal property and other assets, 
        or any part thereof, of such persons, firms, corporations, joint 
        stock companies, associations or trusts as may be in furtherance 
        of the corporate purposes provided herein, and to assume, 
        undertake, guarantee or pay the obligations, debts and 
        liabilities of any such person, firm, corporation, joint stock 
        company, association or trust; to acquire improved or unimproved 
        real estate for the purpose of constructing industrial plants or 
        other business establishments thereon or for the purpose of 
        disposing of such real estate to others for the construction of 
        industrial plants or other business establishments, and, in 
        furtherance of the corporate purposes provided herein, to 
        acquire, construct or reconstruct, alter, repair, maintain, 
        operate, sell, lease, or otherwise dispose of industrial plants 
        or business establishments. 
           (e) Acquire, subscribe for, own, hold, sell, assign, 
        transfer, mortgage, pledge or otherwise dispose of the stock, 
        shares, bonds, debentures, notes or other securities and 
        evidences of interest in, or indebtedness of, any person, firm, 
        corporation, joint stock company, association or trust, and, 
        while the owner or holder thereof, to exercise all the rights, 
        powers and privileges of ownership, including the right to vote 
        thereon. 
           (f) Cooperate with and avail itself of the facilities of 
        the commissioner of employment and economic development and any 
        similar governmental agencies; and to cooperate with and assist, 
        and otherwise encourage, local organizations in the various 
        communities of the state the purpose of which shall be the 
        promotion, assistance, and development of the business 
        prosperity and economic welfare of such communities and of this 
        state. 
           Sec. 21.  Minnesota Statutes 2004, section 303.02, 
        subdivision 2, is amended to read: 
           Subd. 2.  [CORPORATION.] In addition to the meaning set 
        forth in section 300.02, subdivision 2, "Corporation" means a 
        corporation formed for profit and includes a cooperative.  
           Sec. 22.  Minnesota Statutes 2004, section 317A.021, 
        subdivision 9, is amended to read: 
           Subd. 9.  [APPLICABILITY OF OTHER LAWS.] (a) Except as 
        provided in paragraphs (b) and (c), Chapters 300, 316, 317, and 
        556 do not apply to corporations. 
           (b) Sections 300.60, 300.61, and 300.63 apply to 
        corporations. 
           (c) This subdivision does not affect the applicability of 
        chapter 300 to a corporation that elected to reject Laws 1951, 
        chapter 500, sections 1 to 25. 
           Sec. 23.  Minnesota Statutes 2004, section 322B.02, is 
        amended to read: 
           322B.02 [LAWS NOT TO APPLY.] 
           Sections 222.19, 222.23, 300.01, 300.02, 300.06 to 300.09, 
        300.12 to 300.68, and chapters 301, 316, and 556 do not apply to 
        a limited liability company organized under this chapter.  
           Sec. 24.  Minnesota Statutes 2004, section 398A.04, 
        subdivision 6, is amended to read: 
           Subd. 6.  [INSURANCE AND INDEMNITY.] (a) The authority 
        shall be subject to tort liability to the extent provided in 
        chapter 466 and may procure insurance against the liability, and 
        may indemnify and purchase and maintain insurance on behalf of 
        any of its commissioners, officers, employees, or agents, in 
        connection with any threatened, pending, or completed action, 
        suit, or proceeding, as provided in chapter 466, and to the same 
        extent and in the same manner and with the same force and effect 
        as provided in the case of a private corporation by section 
        300.083 302A.521.  It may also procure insurance against loss of 
        or damage to property in the amounts, by reason of the risks, 
        and from the insurers as it deems prudent.  
           (b) A railroad leasing its tracks and right-of-way to a 
        railroad authority that is created under this chapter and 
        affiliated with a railroad museum is subject to tort liability 
        only to the extent provided for municipalities in chapter 466 as 
        to any claims arising out of fare-paying passenger operations 
        carried on by the railroad authority primarily for the purpose 
        of promoting tourism on tracks and right-of-way leased from the 
        railroad. 
           Sec. 25.  Minnesota Statutes 2004, section 453.55, 
        subdivision 11, is amended to read: 
           Subd. 11.  [LIABILITY; INDEMNIFICATION.] Neither the 
        officials, the directors, nor the members of a municipal power 
        agency nor any person executing bonds or notes shall be liable 
        personally on the bonds or notes or be subject to any personal 
        liability or accountability by reason of the issuance thereof.  
        A municipal power agency shall have power to indemnify and to 
        purchase and maintain insurance on behalf of any director, 
        officer, employee, or agent of the municipal power agency, in 
        connection with any threatened, pending, or completed action, 
        suit, or proceeding, to the same extent and in the same manner 
        and with the same force and effect as provided in the case of a 
        private corporation under the provisions of section 
        300.083 302A.521. 
           Sec. 26.  Minnesota Statutes 2004, section 453A.05, 
        subdivision 11, is amended to read: 
           Subd. 11.  [LIABILITY, INDEMNIFICATION.] Neither the 
        officials, the directors, nor the members of a municipal gas 
        agency nor any person executing bonds or notes shall be liable 
        personally on the bonds or notes or be subject to any personal 
        liability or accountability by reason of the issuance thereof.  
        A municipal gas agency shall have power to indemnify and to 
        purchase and maintain insurance on behalf of any director, 
        officer, employee, or agent of the municipal gas agency, in 
        connection with any threatened, pending, or completed action, 
        suit, or proceeding, to the same extent and in the same manner 
        and with the same force and effect as provided in the case of a 
        private corporation under the provisions of section 
        300.083 302A.521. 

                                   ARTICLE 4
                                 MISCELLANEOUS 
           Section 1.  [REPEALER.] 
           (a) Minnesota Statutes 2004, sections 300.01; 300.02; 
        300.025; 300.05; 300.06; 300.08; 300.081; 300.083; 300.09; 
        300.12; 300.13; 300.131; 300.14; 300.16; 300.17; 300.18; 300.19; 
        300.20; 300.21; 300.22; 300.23; 300.24; 300.25; 300.26; 300.27; 
        300.28; 300.29; 300.30; 300.31; 300.32; 300.33; 300.34; 300.35; 
        300.36; 300.37; 300.38; 300.39; 300.40; 300.41; 300.42; 300.43; 
        300.44; 300.45; 300.451; 300.46; 300.49; 300.51; 300.52; 300.53; 
        300.54; 300.55; 300.57; 300.58; 300.59; 300.60; 300.61; 300.62; 
        and 300.63, are repealed. 
           (b) Minnesota Statutes 2004, section 48.056, subdivision 3, 
        is repealed. 
           Sec. 2.  [EFFECTIVE DATE.] 
           This act is effective August 1, 2006. 
           Presented to the governor May 19, 2005 
           Signed by the governor May 23, 2005, 12:00 p.m.