Minnesota Legislature
Office of the Revisor of Statutes
Minnesota Session Laws - 2005, Regular Session
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.
Official Publication of the State of Minnesota
Revisor of Statutes