language to be deleted (2) new language
relating to business organizations; nonprofit corporations; modifying the definition of certain terms; providing certain powers and duties of incorporators and directors; regulating certain mergers and conversions;
amending Minnesota Statutes 2016, sections 317A.011, subdivisions 13, 20; 317A.171, subdivisions 1, 2; 317A.203; 317A.241, subdivision 1; 317A.311; 317A.443, subdivision 1; 317A.671; 317A.811, subdivisions 1, 2, 6; proposing coding for new law in Minnesota Statutes, chapter 317A.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
"Members with voting rights" or "voting members" means members or a class of members that has voting rights with respect to the purpose or matter involved.
"Written action" means a written document signed by all of the persons required to take the action. The term also means the counterparts of a written document signed by any of the persons taking the action. A counterpart is the action of the persons signing it, and all the counterparts are one written action by all of the persons signing them.
If the first board is not named in the articles, the incorporators may elect the first board or may act as directors with the powers, rights, duties, and liabilities of directors, until directors are elected.
After the issuance of the certificate of incorporation, the incorporators or the directors named in the articles shall, within a reasonable time, hold an organizational meeting at the call of a majority of the incorporators or of the directors named in the articles, or take written action, for the purposes of transacting business and taking actions necessary or appropriate to complete the organization of the corporation. If a meeting is held, the persons calling the meeting shall give at least three days' notice of the meeting to each incorporator or director named, stating the date, time, and place of the meeting.
A board of directors must consist of three or more individuals, with the number specified in or fixed in accordance with the articles or bylaws. Notwithstanding section 317A.227, if the power to elect or appoint directors is vested in the board of directors and if the number of directors falls below three, or such greater minimum number set forth in the articles or bylaws, a majority of the directors in office may appoint or elect the number of additional directors necessary to increase the board to three directors or such greater minimum set forth in the articles or bylaws.
A resolution approved by the affirmative vote of a majority of the board may establish committees having the authority of the board in the management of the business of the corporation to the extent provided in the resolution. Committees are subject at all times to the direction and control of the board.
Except to the extent that the articles or bylaws provide that the members may exercise the powers under this section, the board may elect or appoint, in a manner set forth in the articles or bylaws or in a resolution adopted by the board, other officers the board considers necessary for the operation and management of the corporation, each of whom has the powers, rights, duties, responsibilities, and terms in office provided for in the articles or bylaws or determined by the board. Unless reserved to the members with the voting rights, to the extent authorized in the articles, the bylaws, or a resolution approved by the affirmative vote of a majority of the directors present, the president may appoint one or more officers, other than the treasurer.
unless this chapter or the articles or bylaws require a greater vote or voting by class, if a quorum is present, or if a quorum has been present at a meeting, the affirmative vote of the majority of the members with voting rights present and entitled to vote, which must also be a majority of the required quorum, is the act of the members.
Except as provided in section 501B.31, when a corporation
substantially changes the use or purposes for which it will use its assets, or
transfers its assets, or
grants a mortgage or other security interest in its assets,
assets of the corporation or a constituent corporation, and assets subsequently received by a single corporation after a merger or consolidation, may not be diverted from the uses and purposes for which the assets have been received and held, or from the uses and purposes expressed or intended by the original donor.
(a) Except as provided in subdivision 6, the following corporations shall notify the attorney general of their intent to dissolve, merge, or consolidate, or to transfer all or substantially all of their assets:
(1) a corporation that holds assets for a charitable purpose as defined in section 501B.35, subdivision 2; or
(2) a corporation that is exempt under section 501(c)(3) of the Internal Revenue Code of 1986, or any successor section.
(b) The notice must include:
(1) the purpose of the corporation that is giving the notice;
(2) a list of assets owned or held by the corporation for charitable purposes;
(3) a description of restricted assets and purposes for which the assets were received;
(4) a description of debts, obligations, and liabilities of the corporation;
(5) a description of tangible assets being converted to cash and the manner in which they will be sold;
(6) anticipated expenses of the transaction, including attorney fees;
(7) a list of persons to whom assets will be transferred, if known;
(8) the purposes of persons receiving the assets; and
(9) the terms, conditions, or restrictions, if any, to be imposed on the transferred assets.
The notice must be signed on behalf of the corporation by an authorized person.
Subject to subdivision 3, a corporation described in subdivision 1 may not transfer or convey assets as part of a dissolution, merger or consolidation, or transfer of assets under section 317A.661until 45 days after it has given written notice to the attorney general, unless the attorney general waives all or part of the waiting period.
Subdivisions 1 to 4 do not apply to a merger with, consolidation into, or transfer of assets to an organization exempt under section 501(c)(3) of the Internal Revenue Code of 1986, or any successor section. A corporation that is exempt under this subdivision shall send a copy of the certificate of merger or certificate of consolidation and incorporation to the attorney general.
Presented to the governor April 19, 2017
Signed by the governor April 21, 2017, 3:11 p.m.
Official Publication of the State of Minnesota
Revisor of Statutes