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

  

                         Laws of Minnesota 1989 

                        CHAPTER 304-H.F.No. 1203 
           An act relating to nonprofit corporations; providing 
          for the organization, operation, and dissolution of 
          nonprofit corporations; imposing penalties; 
          appropriating money; amending Minnesota Statutes 1988, 
          sections 8.31, subdivision 1; 52.09, by adding a 
          subdivision; 79A.09, subdivision 1; 257.03; 309.67; 
          319A.20; 354A.021, subdivision 2; and 469.144, 
          subdivision 1; proposing coding for new law as 
          Minnesota Statutes, chapter 317A; repealing Minnesota 
          Statutes 1988, sections 317.01 to 317.69. 
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 

                                CITATION 
    Section 1.  [317A.001] [CITATION.] 
    This chapter may be cited as the Minnesota nonprofit 
corporation act. 

                              DEFINITIONS 
    Sec. 2.  [317A.011] [DEFINITIONS.] 
    Subdivision 1.  [SCOPE.] For purposes of this chapter, the 
terms in this section have the meanings given them, unless the 
language or context clearly shows that a different meaning is 
intended. 
    Subd. 2.  [ADDRESS.] "Address" means mailing address, 
including a zip code, except that in the case of a registered 
office, address means the mailing address and the actual office 
location, which may not be a post office box. 
    Subd. 3.  [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 statement of 
change of registered office, registered agent, or name of 
registered agent, articles of merger, articles of consolidation, 
articles of abandonment, and articles of dissolution.  In the 
case of a foreign corporation, the term includes documents 
serving a similar function required to be filed with the 
secretary of state or other officer of the corporation's state 
of incorporation. 
    Subd. 4.  [BOARD OF DIRECTORS.] "Board of directors" or 
"board" means the group of persons vested with the general 
management of the internal affairs of a corporation, regardless 
of how they are identified. 
    Subd. 5.  [BYLAWS.] "Bylaws" means the code adopted for the 
regulation or management of the internal affairs of a 
corporation, regardless of how designated. 
    Subd.  6.  [CORPORATION.] "Corporation" means a corporation 
that is governed by this chapter.  A corporation may not: 
    (1) be formed for a purpose involving pecuniary gain to its 
members, other than to members that are nonprofit organizations 
or subdivisions, units, or agencies of the United States or a 
state or local government; and 
    (2) pay dividends or other pecuniary remuneration, directly 
or indirectly, to its members, other than to members that are 
nonprofit organizations or subdivisions, units, or agencies of 
the United States or a state or local government. 
    Subd.  7.  [DIRECTOR.] "Director" means a member of the 
board. 
    Subd.  8.  [FILED WITH THE SECRETARY OF STATE.] "Filed with 
the secretary of state" means that an original of a document 
meeting the requirements of this chapter, signed, and 
accompanied by a filing fee of $25, has been delivered to the 
secretary of state of this state.  The secretary of state shall 
endorse on the original the word "Filed" and the month, day, 
year, and time of filing, record the document in the office of 
the secretary of state, and return the document to the person 
who delivered it for filing. 
    Subd.  9.  [FOREIGN CORPORATION.] "Foreign corporation" 
means a corporation that is formed under laws other than the 
laws of this state. 
    Subd.  10.  [GOOD FAITH.] "Good faith" means honesty in 
fact in the conduct of an act or transaction.  
    Subd.  11.  [LEGAL REPRESENTATIVE.] "Legal representative" 
means a person empowered to act for another person, including, 
but not limited to, an agent, officer, partner, or associate of 
an organization; a trustee of a trust; a personal 
representative; a trustee in bankruptcy; or a receiver, 
guardian, custodian, or conservator. 
    Subd.  12.  [MEMBER.] "Member" means a person with 
membership rights in a corporation under its articles or bylaws, 
regardless of how the person is identified. 
     Subd. 13.  [MEMBERS WITH VOTING RIGHTS.] "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. 
    Subd. 14.  [NOTICE.] (a) "Notice" is given by a member of a 
corporation to the corporation or an officer of the corporation 
when in writing and mailed or delivered to the corporation or 
the officer at the registered office of the corporation. 
    (b) Notice is given by the corporation to an officer, 
member, or other person: 
    (1) when mailed to the person at an address designated by 
the person, at the last known address of the person or, in the 
case of an officer or member, at the address of the person in 
the corporate records; 
    (2) when communicated to the person orally; 
    (3) when handed to the person; 
    (4) when left at the office of the person with a clerk or 
other person in charge of the office, or if there is no one in 
charge, when left in a conspicuous place in the office; 
    (5) if the person's office is closed or the person to be 
notified has no office, when left at the dwelling or usual place 
of abode of the person with a person of suitable age and 
discretion residing in the house; or 
    (6) when the method is fair and reasonable when all the 
circumstances are considered.  
    (c) Notice by mail is given when deposited in the United 
States mail with sufficient postage.  Notice is considered 
received when it is given. 
    Subd. 15.  [OFFICER.] "Officer" means a person elected, 
appointed, or otherwise designated as an officer by the board, 
and a person considered elected an officer under section 51. 
    Subd. 16.  [ORGANIZATION.] "Organization" means a domestic 
or foreign business or nonprofit corporation, partnership, 
limited partnership, joint venture, association, trust, estate, 
enterprise, or other legal or commercial entity.  
    Subd. 17.  [REGISTERED OFFICE.] "Registered office" means 
the place in this state designated in the articles of a 
corporation as the registered office of the corporation.  
     Subd. 18.  [RELATED ORGANIZATION.] "Related organization" 
means an organization that controls, is controlled by, or is 
under common control with, another corporation.  Control exists 
if an organization: 
    (1) owns, directly or indirectly, at least 50 percent of 
the stock ownership or membership interests of another 
organization; 
    (2) has the right, directly or indirectly, to elect, 
appoint, or remove 50 percent or more of the voting members of 
the governing body of another organization; or 
    (3) has the power, directly or indirectly, to direct or 
cause the direction of the management and policies of another 
organization, whether through the ownership of voting interests, 
by contract, or otherwise. 
    Subd. 19.  [SIGNED.] (a) "Signed" means that the signature 
of a person is written on a document, as provided in section 
645.44, subdivision 14.  A document required by this chapter to 
be filed with the secretary of state must be signed by a person 
authorized to do so by this chapter, the articles or bylaws, or 
a resolution approved by the affirmative vote of the required 
proportion or number of the directors, or the required 
proportion or number of members with voting rights, if any.  
    (b) A signature on a document not required by this chapter 
to be filed with the secretary of state may be a facsimile 
affixed, engraved, printed, placed, stamped with indelible ink, 
or in any other manner reproduced on the document. 
    Subd. 20.  [WRITTEN ACTION.] "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. 

                              APPLICATION 
    Sec. 3.  [317A.021] [APPLICATION AND ELECTION.] 
    Subdivision 1.  [ELECTION BY CHAPTER 300, 309, OR 315 
CORPORATIONS.] A corporation incorporated under chapter 300, 
309, or 315 that has not later become governed by chapter 317 
may elect to be governed by this chapter. 
    Subd. 2.  [ELECTION BY CHAPTER 317 CORPORATIONS.] On or 
after August 1, 1989, and before January 1, 1991, a corporation 
incorporated under chapter 317 may elect to become governed by 
this chapter. 
    Subd. 3.  [CONFORMING ARTICLES OF ELECTING 
CORPORATIONS.] If the articles of an electing corporation 
include a provision prohibited by this chapter, omit a provision 
required by this chapter, or are inconsistent with this chapter, 
the electing corporation shall amend its articles to conform to 
the requirements of this chapter.  The appropriate provisions of 
the corporation's articles or bylaws or the law by which it was 
governed before the effective date of the election made under 
this section control the manner of adoption of the amendment. 
     Subd. 4.  [METHOD OF ELECTION.] An election by a 
corporation to become governed by this chapter must be made by 
resolution approved by the affirmative vote of the members with 
voting rights of the same proportion that is required for 
amendment of the articles of the corporation before the 
election.  If there are no members with voting rights, the 
corporation must elect to be governed by this chapter by a 
resolution adopted by a majority vote of the directors entitled 
to vote at a special meeting of the board, with proper notice 
given.  The resolution, articles of amendment, if required, and 
a certified copy of corporate documents previously filed with 
the county recorder that would be filed with the secretary of 
state under this chapter, must be filed with the secretary of 
state and are effective upon filing.  If an amendment of the 
articles is not required, the resolution must state that the 
articles of the corporation conform to the requirements of this 
chapter. 
    Subd. 5.  [EFFECT OF ELECTION UPON BYLAWS.] Upon filing an 
election under subdivision 4, provisions of the bylaws that are 
consistent with this chapter remain or become effective and 
provisions of the bylaws that are inconsistent with this chapter 
are not effective. 
    Subd. 6.  [CHOICE OF INCORPORATION UNTIL JANUARY 1, 
1990.] From August 1, 1989, to December 31, 1990, a corporation 
may be incorporated under this chapter or under chapter 317. 
    Subd. 7.  [NONELECTING NONPROFIT CORPORATIONS SUBJECT TO 
THIS CHAPTER AS OF JANUARY 1, 1991.] A corporation in existence 
on January 1, 1991, that is within the scope of this chapter and 
incorporated under another statute of this state, other than a 
corporation incorporated under chapter 300, 309, or 315 that has 
not later become governed by chapter 317, is governed by this 
chapter as of January 1, 1991, as though the corporation had 
been incorporated under this chapter.  The provisions of the 
articles and bylaws of the corporation that may be included in 
the articles or bylaws under this chapter remain in effect.  The 
provisions of the articles and bylaws of the corporation that 
are inconsistent with this chapter are not effective as of 
January 1, 1991.  Provisions required by this chapter to be 
contained in the articles that do not appear in the articles are 
read into them as a matter of law. 
    Subd. 8.  [INCORPORATION AFTER JANUARY 1, 1991.] On and 
after January 1, 1991, a corporation that is within the scope of 
this chapter may be incorporated only under this chapter. 
    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. 4.  [317A.031] [TRANSITION; CONTINUATION OF LEGAL 
ACTS.] 
    The continuation or completion of an act by a corporation 
that is not incorporated under, but has become governed by, this 
chapter, and the continuation or performance of an executed or 
wholly or partially executory contract, conveyance, or transfer 
to or by the corporation, is valid if otherwise lawful before 
the corporation became governed by this chapter.  The act may be 
continued, completed, enforced, or ended as required or 
permitted by a statute applicable before the date on which the 
corporation became governed by this chapter.  
    Sec. 5.  [317A.041] [RESERVATION OF RIGHT.] 
    The state reserves the right to amend or repeal this 
chapter.  A corporation governed by this chapter is subject to 
this reserved right. 
    Sec. 6.  [317A.051] [SCOPE OF CHAPTER.] 
    Subdivision 1.  [GENERAL.] This chapter does not apply to 
cooperative associations, public cemetery corporations and 
associations, and private cemeteries. 
    Subd. 2.  [RELIGIOUS CORPORATIONS.] This chapter does not 
apply to a religious corporation authorized by chapter 315 
unless it is formed under this chapter or elects to be governed 
by this chapter as provided in section 3.  Regardless of whether 
it is formed or elects to be governed by this chapter, a 
religious corporation may elect to be governed by sections 84 to 
93 without electing to come under the entire chapter.  If a 
religious corporation elects to be governed by sections 84 to 
93, it shall file its documents with the county recorder of the 
county where its registered office is located instead of the 
secretary of state.  
    Sec. 7.  [317A.061] [FOREIGN NONPROFIT CORPORATIONS; 
SECTIONS APPLICABLE.] 
    Subdivision 1.  [GENERAL.] Except for this section and 
section 91 concerning merger or consolidation, this chapter does 
not apply to foreign nonprofit corporations. 
    Subd. 2.  [SECTIONS APPLICABLE.] (a) Except as provided in 
paragraph (b), a foreign nonprofit corporation is subject to 
chapter 303.  Unless it complies with chapter 303, a foreign 
corporation may not transact business in this state. 
    (b) Sections 303.02, subdivision 2, 303.07, 303.14, 303.16, 
subdivision 2, clauses (6) and (7), and 303.22, do not apply to 
foreign nonprofit corporations. 

                        INCORPORATION; ARTICLES 
    Sec. 8.  [317A.101] [PURPOSES.] 
    A corporation may be incorporated under this chapter for 
any lawful purpose, unless another statute requires 
incorporation for a purpose under a different law.  Unless 
otherwise limited in its articles, a corporation has a general 
purpose of engaging in any lawful activity.  A corporation 
engaging in conduct that is regulated by another statute is 
subject to the limitations of the other statute.  
    Sec. 9.  [317A.105] [INCORPORATORS.] 
    One or more adult natural persons may act as incorporators 
of a corporation by filing articles of incorporation for the 
corporation with the secretary of state. 
    Sec. 10.  [317A.111] [ARTICLES.] 
    Subdivision 1.  [REQUIRED PROVISIONS.] The articles of 
incorporation must contain:  
    (1) the name of the corporation; 
    (2) the address of the registered office of the corporation 
and the name of its registered agent, if any, at that address; 
    (3) the name and address of each incorporator; and 
    (4) a statement that the corporation is organized under 
this chapter. 
    Subd. 2.  [STATUTORY PROVISIONS THAT MAY BE MODIFIED ONLY 
IN ARTICLES.] The following provisions govern a corporation 
unless modified in the articles: 
    (1) a corporation has a general purpose of engaging in any 
lawful activity (section 8); 
    (2) the power to initially adopt, amend, or repeal the 
bylaws is vested in the board (section 26); 
    (3) cumulative voting for directors is prohibited (section 
34); 
    (4) a written action by the board taken without a meeting 
must be signed by all directors (section 42); and 
    (5) members are of one class (section 56). 
    Subd. 3.  [STATUTORY PROVISIONS THAT MAY BE MODIFIED IN 
ARTICLES OR BYLAWS.] The following provisions govern a 
corporation unless modified in the articles or bylaws:  
    (1) a certain method must be used for amending the articles 
(section 17); 
    (2) a corporation has perpetual duration and certain powers 
(section 22); 
    (3) a certain method must be used for the members to adopt, 
amend, or repeal existing bylaws (section 26); 
    (4) a director holds office until expiration of the 
director's term and election of a successor (section 30); 
    (5) the term of a director filling a vacancy expires at the 
end of the term the director is filling (section 30); 
    (6) the compensation of directors is fixed by the board 
(section 32); 
    (7) a certain method must be used for removal of directors 
(section 36); 
    (8) a certain method must be used for filling board 
vacancies (section 38); 
    (9) board meetings must be held at least once per year and 
if the board fails to select a place for a board meeting, it 
must be held at the registered office (section 39); 
    (10) a director may call a board meeting, and the notice of 
the meeting need not state the purpose of the meeting (section 
39); 
    (11) a majority of the board is a quorum (section 40); 
    (12) the affirmative vote of the majority of directors 
present is required for board action (section 41); 
    (13) a committee consists of one or more persons, who need 
not be directors, appointed by the board (section 43); 
    (14) the president and treasurer have certain duties, until 
the board determines otherwise (section 48); 
    (15) officers may delegate some or all of their duties and 
powers, if not prohibited by the board from doing so (section 
54); 
    (16) a corporation does not have members (section 56); 
    (17) the board may determine the consideration required to 
admit members (section 56); 
    (18) all members are entitled to vote and have equal rights 
and preferences in matters not otherwise provided for by the 
board or members (section 56); 
    (19) memberships may not be transferred (section 58); 
    (20) a corporation with voting members must hold a regular 
meeting of voting members annually (section 64); 
    (21) if a specific minimum notice period has not been fixed 
by law, at least five days' notice is required for a meeting of 
members (section 67); 
    (22) the board may fix a date up to 60 days before the date 
of a members meeting as the date for determination of the 
members entitled to notice of and entitled to vote at the 
meeting (section 68); 
    (23) each member has one vote (section 70); 
    (24) the affirmative vote of the majority of members with 
voting rights present and entitled to vote is required for 
action of the members, unless this chapter or the articles or 
bylaws require a greater vote or voting by class (section 71); 
    (25) members may take action at a meeting by voice or 
ballot, by unanimous action without a meeting, by mailed ballot, 
or by electronic communication (section 71); 
    (26) the number of members required for a quorum is ten 
percent of the members entitled to vote (section 75); 
    (27) certain procedures govern acceptance of member acts 
(section 77); and 
    (28) indemnification of certain persons is required 
(section 83).  
    Subd. 4.  [OPTIONAL PROVISIONS; SPECIFIC SUBJECTS.] The 
following provisions relating to the management or regulation of 
the affairs of a corporation may be included in the articles or, 
except for naming members of the first board or fixing a greater 
than majority director or member vote, in the bylaws: 
    (1) the first board of directors may be named in the 
articles (section 25); 
    (2) additional qualifications for directors may be imposed 
(section 29); 
    (3) terms of directors may be staggered (section 30); 
    (4) the day or date, time, and place of board meetings may 
be fixed (section 39); 
    (5) in addition to the president, authority to sign and 
deliver certain documents may be delegated to an officer or 
agent of the corporation (section 48); 
    (6) additional officers may be designated (section 49); 
    (7) additional powers, rights, duties, and responsibilities 
may be given to officers (section 49); 
    (8) a method for filling vacant offices may be specified 
(section 53); 
    (9) membership criteria and procedures for admission may be 
established (section 56); 
    (10) membership terms may be fixed (section 56); 
    (11) a corporation may levy dues, assessments, or fees on 
members (section 59); 
    (12) a corporation may buy memberships (section 62); 
    (13) a corporation may have delegates with some or all the 
authority of members (section 63); 
    (14) the day or date, time, and place of regular member 
meetings or the place of special meetings may be fixed (section 
64); 
    (15) certain persons may be authorized to call special 
meetings of members (section 65); 
    (16) notices of special member meetings may be required to 
contain certain information (section 65); 
    (17) a larger than majority vote may be required for member 
action (section 71); 
    (18) members may vote by proxy (section 76); and 
    (19) members may enter into voting agreements (section 78). 
    Subd. 5.  [OPTIONAL PROVISIONS; GENERALLY.] The articles 
may contain other provisions consistent with law relating to the 
management or regulation of the affairs of the corporation.  
    Subd. 6.  [POWERS NEED NOT BE STATED.] It is not necessary 
to state the corporate powers granted by this chapter in the 
articles. 
    Subd. 7.  [SUBSTANTIVE LAW CONTROLS.] If there is a 
conflict between subdivision 2, 3, or 4 and another section of 
this chapter, the other section controls.  
    Sec. 11.  [317A.113] [PRIVATE FOUNDATIONS; PROVISIONS 
CONSIDERED CONTAINED IN ARTICLES.] 
    Subdivision 1.  [PROVISIONS REQUIRED.] The articles of 
incorporation of a corporation that is a private foundation as 
defined in section 509(a) of the Internal Revenue Code of 1986 
and an instrument governing the use, retention, or disposition 
by the corporation of its income or property must contain the 
provisions contained in this section.  If the articles and 
instrument do not contain these provisions, they are considered 
to have incorporated the language in clauses (1) to (5) with the 
same effect as though the language was set forth verbatim.  
Except as provided in subdivision 2, these provisions govern the 
corporation as to the use, retention, and disposition of its 
income and property regardless of provisions of the articles or 
instrument or other law of this state to the contrary: 
    (1) the corporation shall distribute for each of its 
taxable years amounts at least sufficient to avoid liability for 
the tax imposed by section 4942(a) of the Internal Revenue Code 
of 1986; 
    (2) the corporation may not engage in an act of 
"self-dealing" as defined in section 4941(d) of the Internal 
Revenue Code of 1986 that would give rise to liability for the 
tax imposed by section 4941(a) of the Internal Revenue Code of 
1986; 
    (3) the corporation may not retain "excess business 
holdings" as defined in section 4943(c) of the Internal Revenue 
Code of 1986 that would give rise to liability for the tax 
imposed by section 4943(a) of the Internal Revenue Code of 1986; 
    (4) the corporation may not make investments that would 
jeopardize the carrying out of the exempt purposes of the 
corporation, within the meaning of section 4944 of the Internal 
Revenue Code of 1986, so as to give rise to liability for the 
tax imposed by section 4944(a) of the Internal Revenue Code of 
1986; and 
    (5) the corporation may not make a "taxable expenditure" as 
defined in section 4945(d) of the Internal Revenue Code of 1986 
that would give rise to liability for the tax imposed by section 
4945(a) of the Internal Revenue Code of 1986. 
    Subd. 2.  [EXCEPTION.] Subdivision 1 does not apply to a 
corporation if a court of competent jurisdiction determines that 
the application would be contrary to the terms of an instrument 
described in subdivision 1 and that the instrument may not 
properly be changed to conform to subdivision 1. 
    Subd. 3.  [FUTURE REFERENCES.] A reference in subdivision 1 
to a particular section of the Internal Revenue Code of 1986 
includes the corresponding provision of a future United States 
Internal Revenue law. 
    Subd. 4.  [APPLICATION.] This section applies to all 
corporations that could be governed by this chapter, 
notwithstanding sections 3 and 6. 
    Subd. 5.  [RIGHTS RESERVED.] This section does not impair 
the rights and powers of the attorney general or the courts of 
this state with respect to a corporation.  
    Sec. 12.  [317A.115] [CORPORATE NAME.] 
    Subdivision 1.  [REQUIREMENTS.] (a) The corporate name must 
be in the English language or in another language expressed in 
English letters or characters.  
    (b) A corporate name may not contain a word or phrase that 
shows or implies that it may not be incorporated under this 
chapter.  
    (c) A corporate name need not contain the word 
"corporation," "incorporated," "company," or "limited," or an 
abbreviation of one of these words.  
    Subd. 2.  [USE OF DECEPTIVELY SIMILAR NAME.] (a) A 
corporate name may not be the same as, or deceptively similar 
to, the name of a domestic corporation or limited partnership, a 
foreign corporation or limited partnership authorized or 
registered to do business in this state, whether profit or 
nonprofit, or a name the right to which is, at the time of 
incorporation, reserved, registered, or provided for in section 
13, 302A.117, 322A.03, or sections 333.001 to 333.54, unless one 
of the following is filed with the articles:  
    (1) the written consent of the organization having the same 
or a deceptively similar name; 
    (2) a certified copy of a final decree of a court in this 
state establishing the prior right of the applicant to use its 
corporate name in this state; or 
    (3) an affidavit of nonuse of the kind required by section 
302A.115, subdivision 1, paragraph (d), clause (3). 
    (b) The secretary of state shall determine whether a name 
is deceptively similar for purposes of this section and section 
13. 
    (c) This subdivision does not affect the right of a 
corporation existing on January 1, 1991, or a foreign 
corporation authorized to do business in this state on that 
date, to use its corporate name.  
    Subd. 3.  [OTHER LAWS AFFECTING USE OF NAMES.] This section 
and sections 13 and 121, subdivision 2, do not abrogate or limit 
the law of unfair competition or unfair practices, sections 
333.001 to 333.54, the laws of the United States with respect to 
the right to acquire and protect copyrights, trade names, 
trademarks, service names, service marks, or other rights to the 
exclusive use of names or symbols, nor derogate the common law 
or the principles of equity.  
    Subd. 4.  [USE OF NAME BY SUCCESSOR CORPORATION.] A 
corporation that is merged with another domestic or foreign 
corporation, that is incorporated by the reorganization of one 
or more domestic or foreign corporations, or that acquires by 
sale, lease, or other disposition to or exchange with a domestic 
corporation all or substantially all of the assets of another 
domestic or foreign corporation, including its name, may have 
the same name as that used in this state by any of the other 
corporations, if the other corporation was incorporated under 
the laws of, or is authorized to transact business in, this 
state.  
    Subd. 5.  [EFFECT OF WRONGFUL USE; INJUNCTION.] The use of 
a name by a corporation in violation of this section does not 
affect or impair its corporate existence, but a court in this 
state may, upon application of the state or of an interested or 
affected person, enjoin the corporation from doing business 
under a name assumed in violation of this section, although its 
articles may have been filed with the secretary of state and a 
certificate of incorporation issued.  
    Sec. 13.  [317A.117] [RESERVED NAME.] 
    Subdivision 1.  [WHO MAY RESERVE.] A corporate name 
permitted by section 12 may be reserved in the records of the 
secretary of state by:  
    (1) a person doing business in this state under that name 
or a name deceptively similar to that name; 
    (2) a person intending to incorporate under this chapter; 
    (3) a domestic corporation intending to change its name; 
    (4) a foreign corporation intending to make application for 
a certificate of authority to transact business in this state; 
    (5) a foreign corporation authorized to transact business 
in this state and intending to change its name; 
    (6) a person intending to incorporate a foreign corporation 
and intending to have the foreign corporation make application 
for a certificate of authority to transact business in this 
state; or 
    (7) a foreign corporation doing business under that name or 
a name deceptively similar to that name in a state other than 
this state and not described in clauses (4) to (6).  
    Subd. 2.  [METHOD OF RESERVATION.] The reservation must be 
made by filing with the secretary of state a request that the 
name be reserved.  If the name is available for reservation by 
the applicant, the secretary of state shall reserve the name for 
the applicant for 12 months.  The reservation may be renewed for 
successive 12-month periods.  
    Subd. 3.  [TRANSFER OF RESERVATION.] The right to a 
corporate name reserved under this section may be transferred to 
another person by or on behalf of the applicant for whom the 
name was reserved by filing with the secretary of state a notice 
of the transfer and specifying the name and address of the 
transferee.  
    Sec. 14.  [317A.121] [REGISTERED OFFICE; REGISTERED AGENT.] 
    Subdivision 1.  [REGISTERED OFFICE.] A corporation shall 
continuously maintain a registered office in this state.  A 
registered office need not be the same as the principal place of 
business of the corporation. 
    Subd. 2.  [REGISTERED AGENT.] A corporation may designate 
in its articles a registered agent.  The registered agent may be 
a natural person residing in this state, a domestic corporation, 
or a foreign corporation authorized to transact business in this 
state.  The registered agent must maintain an office that is 
identical with the registered office.  
    Sec. 15.  [317A.123] [CHANGE OF REGISTERED OFFICE OR 
REGISTERED AGENT; CHANGE OF NAME OF REGISTERED AGENT.] 
    Subdivision 1.  [STATEMENT.] A corporation may change its 
registered office, designate or change its registered agent, or 
state a change in the name of its registered agent, by filing 
with the secretary of state a statement containing:  
    (1) the name of the corporation; 
    (2) if the address of its registered office is to be 
changed, the new address of its registered office; 
    (3) if its registered agent is to be designated or changed, 
the name of its new registered agent; 
    (4) if the name of its registered agent is to be changed, 
the name of its registered agent as changed; 
    (5) a statement that the address of its registered office 
and the address of the office of its registered agent, as 
changed, will be identical; and 
    (6) a statement that the change of registered office or 
registered agent was authorized by resolution approved by the 
board.  
    Subd. 2.  [RESIGNATION OF AGENT.] A registered agent of a 
corporation may resign by filing with the secretary of state a 
signed written notice of resignation, including a statement that 
a signed copy of the notice has been given to the corporation at 
its registered office.  The appointment of the agent ends 30 
days after the notice is filed with the secretary of state.  
    Subd. 3.  [CHANGE OF ADDRESS OR NAME OF AGENT.] If the 
address or name of a registered agent changes, the agent shall 
change the address of the registered office or the name of the 
registered agent of a corporation represented by that agent by 
filing with the secretary of state the statement required in 
subdivision 1, except that it need be signed only by the 
registered agent, need not be responsive to subdivision 1, 
clause (3) or (6), and must state that a copy of the statement 
has been mailed to the corporation. 
    Sec. 16.  [317A.131] [AMENDMENT OF ARTICLES.] 
    The articles of a corporation may be amended to include or 
modify a provision that is required or permitted to appear in 
the articles or to omit a provision not required to be included 
in the articles.  When articles are amended to restate them, the 
name and address of each incorporator may be omitted.  Unless 
otherwise provided in this chapter, the articles may be amended 
or modified only under sections 17 and 18. 
    Sec. 17.  [317A.133] [PROCEDURE FOR AMENDMENT OF ARTICLES.] 
    Subdivision 1.  [APPROVAL BY INCORPORATORS OR BOARD.] A 
majority of incorporators may amend the articles by written 
action if no directors are named in the original articles, if no 
directors have been elected, and if there are no members with 
voting rights.  A majority of directors may amend the articles 
if there are no members with voting rights, if members with 
voting rights have authorized the board to amend the articles 
under subdivision 3, or if the amendment merely restates the 
existing articles, as amended.  An amendment restating the 
existing articles may, but need not, be submitted to and 
approved by the members as provided in subdivision 2.  
    Subd. 2.  [APPROVAL BY BOARD AND MEMBERS WITH VOTING 
RIGHTS.] Amendments to the articles must be approved by a 
majority of the directors and a majority of the members with 
voting rights.  If an amendment is initiated by the directors, 
proper notice of the proposed amendment must precede a member 
meeting at which the amendment will be considered and must 
include the substance of the proposed amendment.  If an 
amendment is proposed and approved by the members, the members 
may demand a special board meeting within 60 days for 
consideration of the proposed amendment if a regular board 
meeting would not occur within 60 days. 
    Subd. 3.  [APPROVAL BY BOARD WHERE MEMBERS HAVE VOTING 
RIGHTS.] (a) A majority of members with voting rights may 
authorize the board of directors, subject to paragraph (c), to 
exercise from time to time the power of amendment of the 
articles without member approval.  
     (b) When the members have authorized the board of directors 
to amend the articles, the board of directors, by a majority 
vote, unless the articles, bylaws, or the members' resolution 
authorizing the board action require a greater vote, may amend 
the articles at a meeting of the board.  Notice of the meeting 
and of the proposed amendment must be given. 
    (c) A majority of members with voting rights voting at a 
meeting duly called for the purpose, may prospectively revoke 
the authority of the board to exercise the power of the members 
to amend the articles. 
    Subd. 4.  [RESTRICTION OF APPROVAL METHODS.] Articles or 
bylaws may require greater than majority approval by either the 
board or voting members for an action under this section and may 
limit or prohibit the use of mail ballots by voting members. 
    Subd. 5.  [APPROVAL OF CLASS.] The articles or bylaws may 
provide that an amendment also must be approved by the members 
of a class. 
    Sec. 18.  [317A.139] [ARTICLES OF AMENDMENT.] 
    When an amendment has been adopted, articles of amendment 
must be prepared that contain: 
    (1) the name of the corporation; 
    (2) the amendment adopted; 
    (3) with respect to an amendment restating the articles, a 
statement that the amendment correctly sets forth without change 
the corresponding provisions of the articles as previously 
amended, if the amendment was approved only by the board; and 
    (4) a statement that the amendment has been adopted under 
this chapter. 
    Sec. 19.  [317A.141] [EFFECT OF AMENDMENT.] 
    Subdivision 1.  [EFFECT ON CAUSE OF ACTION.] An amendment 
does not affect an existing cause of action in favor of or 
against the corporation, a pending suit to which the corporation 
is a party, nor the existing rights of persons other than 
members.  
    Subd. 2.  [EFFECT OF CHANGE OF NAME.] If the corporate name 
is changed by the amendment, a suit brought by or against the 
corporation under its former name does not abate for that reason.
    Subd. 3.  [EFFECT OF AMENDMENTS RESTATING ARTICLES.] When 
effective under section 20, an amendment restating the articles 
in their entirety supersedes the original articles and 
amendments to the original articles. 
    Sec. 20.  [317A.151] [FILING; EFFECTIVE DATE OF ARTICLES.] 
    Subdivision 1.  [FILING REQUIRED.] Articles of 
incorporation and articles of amendment must be filed with the 
secretary of state. 
    Subd. 2.  [EFFECTIVE DATE.] Articles of incorporation are 
effective and corporate existence begins when the articles of 
incorporation are filed with the secretary of state accompanied 
by a payment of $60, which includes a $35 incorporation fee in 
addition to the $25 filing fee required by section 2, 
subdivision 9.  Articles of amendment are effective when filed 
with the secretary of state or at another time within 31 days 
after filing if the articles of amendment so provide. 
    Sec. 21.  [317A.155] [PRESUMPTION; CERTIFICATE OF 
INCORPORATION.] 
    When the articles of incorporation have been filed with the 
secretary of state and the required fee has been paid to the 
secretary of state, it is presumed that conditions precedent 
required to be performed by the incorporators have been complied 
with and that the corporation has been incorporated, and the 
secretary of state shall issue a certificate of incorporation to 
the corporation.  This presumption does not apply against this 
state in a proceeding to cancel or revoke the certificate of 
incorporation or to compel the involuntary dissolution of the 
corporation.  

                                 POWERS 
    Sec. 22.  [317A.161] [POWERS.] 
    Subdivision 1.  [GENERALLY; LIMITATIONS.] A corporation has 
the powers in this section, subject to limitations provided in 
applicable federal or state law or in its articles or bylaws.  
    Subd. 2.  [DURATION.] A corporation has perpetual duration. 
    Subd. 3.  [LEGAL CAPACITY.] A corporation may sue and be 
sued, and participate in a legal, administrative, or arbitration 
proceeding, in its corporate name.  
    Subd. 4.  [PROPERTY OWNERSHIP.] A corporation may buy, 
lease, acquire, own, hold, improve, use, and deal in and with, 
real or personal property, or an interest in property, wherever 
located.  
    Subd. 5.  [PROPERTY DISPOSITION.] A corporation may sell, 
convey, mortgage, create a security interest in, lease, 
exchange, transfer, or dispose of all or a part of its real or 
personal property, or an interest in property, wherever located. 
    Subd. 6.  [TRADING IN SECURITIES; OBLIGATIONS.] A 
corporation may buy, subscribe for, acquire, own, hold, vote, 
use, employ, sell, exchange, mortgage, lend, create a security 
interest in, dispose of, use, and deal in and with, securities 
or other interests in, or obligations of, a person or direct or 
indirect obligations of a domestic or foreign government or 
instrumentality.  
    Subd. 7.  [CONTRACTS; MORTGAGES.] A corporation may make 
contracts and incur liabilities, borrow money, issue its 
securities, and secure its obligations by mortgage of or 
creation of a security interest in its property, franchises and 
income.  
    Subd. 8.  [INVESTMENT.] A corporation may invest and 
reinvest its funds.  
    Subd. 9.  [HOLDING PROPERTY AS SECURITY.] A corporation may 
take and hold real and personal property, whether or not of a 
kind sold or otherwise dealt in by the corporation, as security 
for the payment of money loaned, advanced, or invested. 
    Subd. 10.  [LOCATION.] A corporation may conduct its 
business, carry on its operations, have offices, and exercise 
the powers granted by this chapter anywhere in the universe.  
    Subd. 11.  [DONATIONS.] A corporation may make donations 
for religious, scientific, educational, or charitable purposes, 
and for other purposes consistent with law, that further the 
corporate interest. 
    Subd. 12.  [PENSIONS; BENEFITS.] A corporation may pay 
pensions, retirement allowances, and compensation for past 
services and establish employee or incentive benefit plans, 
trusts, and provisions for the benefit of its officers, 
directors, employees, and agents and their families, dependents, 
and beneficiaries.  It may indemnify and buy insurance for a 
fiduciary of an employee benefit and incentive plan, trust, or 
provision.  
    Subd. 13.  [PARTICIPATIONS.] (a) A corporation may 
participate in the promotion, organization, management, and 
operation of an organization or in a transaction, undertaking, 
or arrangement that the participating corporation would have 
power to conduct by itself, whether or not the participation 
involves sharing or delegation of control. 
     (b) A corporation may participate with others in a 
corporation, partnership, limited partnership, joint venture, 
trust, or other association of any kind that the participating 
corporation would have power to conduct by itself, whether or 
not the participation involves sharing or delegation of control. 
    Subd. 14.  [INSURANCE.] A corporation may provide for its 
benefit life insurance and other insurance with respect to the 
services of its officers, directors, employees, and agents. 
    Subd. 15.  [CORPORATE SEAL.] A corporation may have, alter 
at pleasure, and use a corporate seal as provided in section 23. 
    Subd. 16.  [BYLAWS.] A corporation may adopt, amend, and 
repeal bylaws relating to the management of the business or the 
regulation of the affairs of the corporation as provided in 
section 26.  
    Subd. 17.  [COMMITTEES.] A corporation may establish 
committees of the board of directors, elect or appoint persons 
to the committees, define their duties, and fix their 
compensation as provided in section 43.  
    Subd. 18.  [OFFICERS; EMPLOYEES; AGENTS.] A corporation may 
elect or appoint officers, employees, and agents of the 
corporation, define their duties, and fix their compensation as 
provided in sections 47 to 55.  
    Subd. 19.  [LOANS; GUARANTIES; SURETIES.] A corporation may 
lend money to, guarantee an obligation of, become a surety for, 
or otherwise financially assist persons as provided in section 
81.  
    Subd. 20.  [ADVANCES.] A corporation may make advances to 
its directors, officers, and employees and those of its 
subsidiaries as provided in section 82.  
    Subd. 21.  [INDEMNIFICATION.] A corporation shall indemnify 
those persons identified in section 83 against certain expenses 
and liabilities only as provided in section 83 and may indemnify 
other persons.  
    Subd. 22.  [ASSUMED NAMES.] A corporation may conduct all 
or part of its business under one or more assumed names as 
provided in sections 333.001 to 333.06.  
    Subd. 23.  [MAY TAKE AND HOLD TRUST PROPERTY.] A 
corporation may take, receive, and hold real and personal 
property, including the principal and interest of money or other 
fund, that is given, conveyed, bequeathed, devised to or vested 
in the corporation in trust where the corporation or a related 
organization has a vested or contingent interest in the trust. 
    Subd. 24.  [MAY INVEST TRUST PROPERTY.] Except where the 
trust instrument prescribes otherwise, a corporation may invest 
trust property or its proceeds in accordance with section 
501.125. 
    Subd. 25.  [MEMBERSHIP.] A corporation may be a member of 
another foreign or domestic nonprofit corporation. 
    Subd. 26.  [DISSOLUTION.] A corporation may dissolve and 
wind up. 
    Subd. 27.  [MERGER AND CONSOLIDATION.] A corporation may 
merge and consolidate with other domestic or foreign nonprofit 
corporations organized for related purposes. 
    Subd. 28.  [OTHER POWERS.] A corporation has other powers 
necessary or convenient to effect a lawful purpose for which the 
corporation is incorporated. 
    Sec. 23.  [317A.163] [CORPORATE SEAL.] 
    Subdivision 1.  [SEAL NOT REQUIRED.] A corporation may, but 
need not, have a corporate seal.  The use or nonuse of a 
corporate seal does not affect the validity, recordability, or 
enforceability of a document or act.  If a corporation has a 
corporate seal, the use of the seal by the corporation on a 
document is not necessary.  
    Subd. 2.  [REQUIRED WORDS; USE.] If a corporation has a 
corporate seal, the seal may consist of a mechanical imprinting 
device, or a rubber stamp with a facsimile of the seal affixed 
on it, or a facsimile or reproduction of either.  The seal may 
include a part or all of the name of the corporation and a 
combination, derivation, or abbreviation of either or both of 
the phrases "a Minnesota Nonprofit Corporation" and "Corporate 
Seal."  If a corporation has a corporate seal, it or a facsimile 
of it may be affixed, engraved, printed, placed, stamped with 
indelible ink, or in any other manner reproduced on any document.
    Sec. 24.  [317A.165] [EFFECT OF LACK OF POWER; ULTRA 
VIRES.] 
    Subdivision 1.  [GENERAL.] Except as provided in this 
section, the doing, continuing, or performing by a corporation 
of an act, or an executed or wholly or partially executory 
contract, conveyance, or transfer to or by the corporation, if 
otherwise lawful, is not invalid because the corporation was 
without the power under this chapter or its articles or bylaws 
to do, continue, or perform the act, contract, conveyance, or 
transfer. 
    Subd. 2.  [ACTION BY MEMBER.] At least 50 members with 
voting rights or ten percent of the members with voting rights, 
whichever is less, may bring an action against the corporation 
to enjoin the doing, continuing, or performing of an 
unauthorized act, contract, conveyance, or transfer.  If the 
unauthorized act, continuation, or performance sought to be 
enjoined is being, or to be, performed or made pursuant to a 
contract to which the corporation is a party, the court may, if 
just and reasonable in the circumstances, set aside and enjoin 
the performance of the contract and allow to the corporation or 
to the other parties to the contract compensation for the loss 
or damage sustained as a result of the action of the court in 
setting aside and enjoining the performance of the contract.  
    Subd. 3.  [ACTION BY CORPORATION.] The corporation may 
bring an action, directly or through a director or member with 
voting rights in a representative or derivative suit, against 
the incumbent or former officers or directors of the corporation 
for exceeding or violating their authority.  

                          ORGANIZATION; BYLAWS 
    Sec. 25.  [317A.171] [ORGANIZATION.] 
    Subdivision 1.  [ROLE OF INCORPORATORS.] 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. 
    Subd. 2.  [MEETING.] 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.  
    Sec. 26.  [317A.181] [BYLAWS.] 
    Subdivision 1.  [GENERALLY.] A corporation may, but need 
not, have bylaws.  Bylaws may contain any provision relating to 
the management or regulation of the affairs of the corporation 
consistent with law or the articles, including but not limited 
to:  
    (1) the number of directors, and the qualifications, manner 
of election, powers, duties, and compensation, if any, of 
directors; 
    (2) the qualifications of members; 
    (3) different classes of membership; 
    (4) the manner of admission, withdrawal, suspension, and 
expulsion of members; 
    (5) property, voting, and other rights and privileges of 
members; 
    (6) the appointment and authority of committees; 
    (7) the appointment or election, duties, compensation, and 
tenure of officers; 
    (8) the time, place, and manner of calling, conducting, and 
giving notice of member, board, and committee meetings, or of 
conducting mail ballots; 
    (9) the making of reports and financial statements to 
members; or 
    (10) the number establishing a quorum for meetings of 
members and the board.  
    Subd. 2.  [ADOPTION; AMENDMENTS.] (a) Initial bylaws may be 
adopted under section 25 by the incorporators or by the first 
board.  Unless reserved by the articles to the members, 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 
members with voting rights under paragraph (b) to adopt, amend, 
or repeal bylaws adopted, amended, or repealed by the board.  
After the adoption of the initial bylaws, the board may not 
adopt, amend, or repeal a bylaw fixing a quorum for meetings of 
members, 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.  
    (b) If at least 50 members with voting rights or ten 
percent of the members with voting rights, whichever is less, 
propose a resolution for action by the members to adopt, amend, 
or repeal bylaws adopted, amended, or repealed by the board and 
the resolution sets forth the provisions proposed for adoption, 
amendment, or repeal, the limitations and procedures for 
submitting, considering, and adopting the resolution are the 
same as provided in section 17, for amendment of the articles, 
except that board approval is not required.  The articles or 
bylaws may impose additional requirements for the members to 
adopt, amend, or repeal the bylaws.  

                                 BOARD  
    Sec. 27.  [317A.201] [BOARD.] 
    The business and affairs of a corporation must be managed 
by or under the direction of a board of directors.  The members 
of the first board may be named in the articles, designated or 
appointed pursuant to the articles, or elected by the 
incorporators under section 25. 
    Sec. 28.  [317A.203] [NUMBER.] 
     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, except that if the corporation has 
either one or two members with voting rights, the number of 
directors may be less than three but not less than the number of 
members with voting rights.  
    Sec. 29.  [317A.205] [QUALIFICATIONS; ELECTION.] 
    The qualifications and method of election, designation, or 
appointment of directors may be imposed by or in the manner 
provided in the articles or bylaws, provided that directors must 
be natural persons and a majority of the directors must be 
adults. 
    Sec. 30.  [317A.207] [TERMS.] 
    Subdivision 1.  [LENGTH.] (a) Directors are elected, 
designated, or appointed and hold office for fixed terms 
provided for in the articles or bylaws.  A term of a director, 
other than an ex officio director, may not exceed ten years.  If 
the articles or bylaws do not provide for a fixed term, the term 
is one year. 
    (b) Unless the articles or bylaws provide otherwise, a 
director holds office until expiration of the term for which the 
director was elected and until a successor is elected and 
qualified, or until the earlier death, resignation, removal, or 
disqualification of the director. 
    (c) A decrease in the number of directors or term of office 
does not shorten an incumbent director's term. 
    (d) Except as provided in the articles or bylaws, the term 
of a director filling a vacancy expires at the end of the 
unexpired term that the director is filling. 
    Subd. 2.  [STAGGERED TERMS.] The articles or bylaws may 
provide for staggering the terms of directors by dividing the 
total number of directors into groups.  The terms of office of 
the groups need not be uniform. 
    Sec. 31.  [317A.209] [ACTS NOT VOID OR VOIDABLE.] 
    The expiration of a director's term with or without the 
election of a qualified successor does not make prior or later 
acts of the officers or the board void or voidable.  
    Sec. 32.  [317A.211] [COMPENSATION.] 
    Subject to a limitation in the articles or bylaws, the 
board may fix the compensation of directors.  
    Sec. 33.  [317A.213] [CLASSIFICATION OF DIRECTORS.] 
     (a) Except as provided in paragraph (b), directors may be 
divided into classes. 
    (b) Directors of a corporation described in section 117, 
subdivision 1, may not vote by class except to the extent that 
the articles or bylaws provide that a class of directors may not 
vote or that not all classes of directors may vote on a 
particular matter. 
    Sec. 34.  [317A.215] [CUMULATIVE VOTING FOR DIRECTORS.] 
    Unless the articles provide otherwise, there is no 
cumulative voting. 
    Sec. 35.  [317A.221] [RESIGNATION.] 
    (a) A director may resign at any time by giving written 
notice to the corporation.  The resignation is effective without 
acceptance when the notice is given to the corporation, unless a 
later effective time is specified in the notice.  
    (b) If a resignation is made effective at a later date, the 
board may fill the pending vacancy before the effective date if 
the board provides that the successor does not take office until 
the effective date.  
    Sec. 36.  [317A.223] [REMOVAL OF DIRECTORS.] 
    Subdivision 1.  [MODIFICATION.] The provisions of this 
section apply unless a different method of removal is provided 
for in the articles or bylaws. 
    Subd. 2.  [REMOVAL BY DIRECTORS WHEN THERE ARE MEMBERS WITH 
VOTING RIGHTS.] If there are members with voting rights, a 
director may be removed at any time, with or without cause, if:  
    (1) the director was named by the board to fill a vacancy; 
    (2) the members with voting rights have not elected 
directors in the interval between the time of the appointment to 
fill the vacancy and the time of the removal; and 
    (3) a majority of the remaining directors present 
affirmatively vote to remove the director.  
     Subd. 3.  [REMOVAL BY DIRECTORS WHEN THERE ARE NO MEMBERS 
WITH VOTING RIGHTS.] If there are no members with voting rights, 
a director may be removed at any time, with or without cause, by 
those directors eligible to elect the director.  
    Subd. 4.  [REMOVAL BY MEMBERS WITH VOTING RIGHTS.] A 
director may be removed at any time, with or without cause, by 
those members eligible to elect the director.  
    Sec. 37.  [317A.225] [REMOVAL OF DESIGNATED OR APPOINTED 
DIRECTORS.] 
    Except as otherwise provided in the articles or bylaws, a 
designated or appointed director may be removed without cause by 
the person designating or appointing the director.  The person 
removing the director shall do so by giving written notice of 
the removal to the director and either the presiding officer of 
the board or the corporation's president or secretary.  A 
removal is effective when the notice is effective unless the 
notice states a future effective date. 
    Sec. 38.  [317A.227] [VACANCIES.] 
    (a) Unless the articles or bylaws provide otherwise, and 
except as provided in paragraphs (b), (c), and (d), if a vacancy 
occurs on the board of directors, including a vacancy resulting 
from an increase in the number of directors: 
    (1) the members with voting rights, if any, may fill the 
vacancy; or 
    (2) the remaining members of the board, though less than a 
quorum, may fill the vacancy.  
    (b) If a vacant office was held by a director elected by a 
class, chapter, or other organizational unit or by region or 
other geographic grouping, only members of the class, chapter, 
unit, or grouping are entitled to vote to fill the vacancy.  
     (c) If a vacant office was held by an appointed director, 
only the person who appointed the director may fill the vacancy. 
    (d) If a vacant office was held by a designated director, 
the vacancy must be filled as provided in the articles or 
bylaws.  The vacancy may not be filled by the board unless 
authorized by the articles or bylaws.  
    (e) A vacancy that will occur at a specific later date may 
be filled before the vacancy occurs but the new director may not 
take office until the vacancy occurs. 
    Sec. 39.  [317A.231] [BOARD MEETINGS.] 
    Subdivision 1.  [TIME; PLACE.] Meetings of the board may be 
held as provided in the articles or bylaws in or out of this 
state.  Unless the articles or bylaws provide otherwise, a 
meeting of the board must be held at least once per year.  If 
the articles or bylaws or the board fail to select a place for a 
meeting, the meeting must be held at the registered office. 
    Subd. 2.  [ELECTRONIC COMMUNICATIONS.] (a) A conference 
among directors by a means of communication through which the 
directors may simultaneously hear each other during the 
conference is a board meeting, if the same notice is given of 
the conference as would be required for a meeting, and if the 
number of directors participating in the conference is a 
quorum.  Participation in a meeting by this means is personal 
presence at the meeting. 
    (b) A director may participate in a board meeting by any 
means of communication through which the director, other 
directors participating, and all directors physically present at 
the meeting may simultaneously hear each other during the 
meeting.  Participation in a meeting by this means is personal 
presence at the meeting.  
    Subd. 3.  [CALLING MEETINGS; NOTICE.] (a) Unless the 
articles or bylaws provide otherwise, a director may call a 
board meeting by giving five days' notice to all directors of 
the date, time, and place of the meeting.  The notice need not 
state the purpose of the meeting unless the articles or bylaws 
require it.  
    (b) If the day or date, time, and place of a board meeting 
have been provided in the articles or bylaws, or announced at a 
previous meeting of the board, notice is not required.  Notice 
of an adjourned meeting need not be given other than by 
announcement at the meeting at which adjournment is taken.  
    Subd. 4.  [WAIVER OF NOTICE.] A director may waive notice 
of a meeting of the board.  A waiver of notice by a director 
entitled to notice is effective whether given before, at, or 
after the meeting, and whether given in writing, orally, or by 
attendance.  Attendance by a director at a meeting is a waiver 
of notice of that meeting, unless the director objects at the 
beginning of the meeting to the transaction of business because 
the meeting is not lawfully called or convened and does not 
participate in the meeting.  
    Sec. 40.  [317A.235] [QUORUM.] 
    A majority, or a larger or smaller proportion or number 
provided in the articles or bylaws but not less than one-third, 
of the directors currently holding office is a quorum for the 
transaction of business.  In the absence of a quorum, a majority 
of the directors present may adjourn a meeting from time to time 
until a quorum is present.  If a quorum is present when a duly 
called or held meeting is convened, the directors present may 
continue to transact business until adjournment, even though the 
withdrawal of directors originally present leaves less than the 
proportion or number otherwise required for a quorum. 
    Sec. 41.  [317A.237] [ACT OF THE BOARD.] 
    The board shall take action by the affirmative vote of a 
majority of directors present at a duly held meeting, unless 
this chapter or the articles or bylaws require the affirmative 
vote of a larger proportion or number.  
    Sec. 42.  [317A.239] [ACTION WITHOUT MEETING.] 
    Subdivision 1.  [METHOD.] An action required or permitted 
to be taken at a board meeting may be taken by written action 
signed by all of the directors.  If the articles so provide, an 
action, other than an action requiring member approval, may be 
taken by written action signed by the number of directors that 
would be required to take the same action at a meeting of the 
board at which all directors were present. 
    Subd. 2.  [EFFECTIVE TIME.] The written action is effective 
when signed by the required number of directors, unless a 
different effective time is provided in the written action.  
    Subd. 3.  [NOTICE; LIABILITY.] When written action is 
permitted to be taken by less than all directors, all directors 
must be notified immediately of its text and effective date.  
Failure to provide the notice does not invalidate the written 
action.  A director who does not sign or consent to the written 
action is not liable for the action. 
    Sec. 43.  [317A.241] [COMMITTEES.] 
    Subdivision 1.  [GENERALLY.] 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. 
    Subd. 2.  [MEMBERSHIP.] Committee members must be natural 
persons.  Unless the articles or bylaws provide otherwise, a 
committee must consist of one or more persons, who need not be 
directors, appointed by the board.  
    Subd. 3.  [PROCEDURE.] Sections 39 to 42 apply to 
committees and members of committees to the same extent as those 
sections apply to the board. 
    Subd. 4.  [MINUTES.] Minutes, if any, of committee meetings 
must be made available upon request to members of the committee 
and to a director.  
    Subd. 5.  [STANDARD OF CONDUCT.] The establishment of, 
delegation of authority to, and action by a committee does not 
alone constitute compliance by a director with the standard of 
conduct set forth in section 44.  
    Subd. 6.  [COMMITTEE MEMBERS CONSIDERED DIRECTORS.] 
Committee members are considered to be directors for purposes of 
sections 44, 45, and 83.  
    Sec. 44.  [317A.251] [STANDARD OF CONDUCT.] 
    Subdivision 1.  [STANDARD; LIABILITY.] A director shall 
discharge the duties of the position of director in good faith, 
in a manner the director reasonably believes to be in the best 
interests of the corporation, and with the care an ordinarily 
prudent person in a like position would exercise under similar 
circumstances.  A person who so performs those duties is not 
liable by reason of being or having been a director of the 
corporation.  
    Subd. 2.  [RELIANCE.] (a) A director is entitled to rely on 
information, opinions, reports, or statements, including 
financial statements and other financial data, in each case 
prepared or presented by:  
    (1) one or more officers or employees of the corporation 
whom the director reasonably believes to be reliable and 
competent in the matters presented; 
    (2) counsel, public accountants, or other persons as to 
matters that the director reasonably believes are within the 
person's professional or expert competence; or 
    (3) a committee of the board upon which the director does 
not serve, duly established under section 43, as to matters 
within its designated authority, if the director reasonably 
believes the committee to merit confidence.  
    (b) Paragraph (a) does not apply to a director who has 
actual knowledge concerning the matter in question that makes 
the reliance otherwise permitted by paragraph (a) unwarranted.  
    Subd. 3.  [PRESUMPTION OF ASSENT; DISSENT.] A director who 
is present at a meeting of the board when an action is approved 
by the board is presumed to have assented to the action 
approved, unless the director:  
    (1) objects at the beginning of the meeting to the 
transaction of business because the meeting is not lawfully 
called or convened and does not participate in the meeting, in 
which case the director is not considered to be present at the 
meeting for purposes of this chapter; 
    (2) votes against the action at the meeting; or 
    (3) is prohibited by section 45 from voting on the action.  
    Subd. 4.  [NOT CONSIDERED TRUSTEE.] A director, regardless 
of how identified, is not considered to be a trustee with 
respect to the corporation or with respect to property held or 
administered by the corporation, including without limit, 
property that may be subject to restrictions imposed by the 
donor or transferor of the property. 
    Sec. 45.  [317A.255] [DIRECTOR CONFLICTS OF INTEREST.] 
    Subdivision 1.  [CONFLICT; PROCEDURE WHEN CONFLICT ARISES.] 
A contract or other transaction between a corporation and its 
director, or between its director and a related organization, or 
between a corporation and an organization in or of which its 
director is a director, officer, or legal representative or has 
a material financial interest, is not void or voidable because 
the director or the other organization are parties or because 
the director is present at the meeting of the members or the 
board or a committee at which the contract or transaction is 
authorized, approved, or ratified if:  
    (1) the contract or transaction was, and the person 
asserting the validity of the contract or transaction has the 
burden of establishing that the contract or transaction was, 
fair and reasonable as to the corporation when it was 
authorized, approved, or ratified; 
    (2) the material facts as to the contract or transaction 
and as to the director's interest are fully disclosed or known 
to the members and the contract or transaction is approved in 
good faith by two-thirds of the members entitled to vote, other 
than the interested director or directors, or the unanimous 
affirmative vote of all members, whether or not entitled to 
vote; 
    (3) the material facts as to the contract or transaction 
and as to the director's interest are fully disclosed or known 
to the board or a committee, and the board or committee 
authorizes, approves, or ratifies the contract or transaction in 
good faith by a majority of the board or committee, but the 
interested director may not be counted in determining the 
presence of a quorum and may not vote; or 
    (4) the contract or transaction is a merger or 
consolidation described in section 84. 
    Subd. 2.  [MATERIAL FINANCIAL INTEREST.] For purposes of 
this section:  
    (1) a director does not have a material financial interest 
in a resolution fixing the compensation of the director or 
fixing the compensation of another director as a director, 
officer, employee, or agent of the corporation, even though the 
first director is also receiving compensation from the 
corporation; and 
    (2) a director has a material financial interest in an 
organization in which the director, or the spouse, parents, 
children and spouses of children, brothers and sisters or 
spouses of brothers and sisters of the director, have a material 
financial interest. 
    Subd. 3.  [EXCEPTION.] The procedures described under 
subdivision 1, clauses (1) to (3), are not required if the 
contract or other transaction is between related organizations.  
    Sec. 46.  [317A.257] [UNPAID DIRECTORS; LIABILITY FOR 
DAMAGES.] 
    Subdivision 1.  [GENERALLY.] Except as provided in 
subdivision 2, a person who serves without compensation as a 
director, officer, trustee, member, or agent of an organization 
exempt from state income taxation under section 290.05, 
subdivision 2, or who serves without compensation as a fire 
chief of a nonprofit firefighting corporation or municipal 
volunteer fire department, or of a public corporation 
established by law but not considered a municipality, is not 
civilly liable for an act or omission by that person if the act 
or omission was in good faith, was within the scope of the 
person's responsibilities as a director, officer, trustee, 
member, agent, or fire chief of the organization, and did not 
constitute willful or reckless misconduct. 
    Subd. 2.  [EXCEPTIONS.] (a) Subdivision 1 does not apply to:
    (1) an action or proceeding brought by the attorney general 
for a breach of a fiduciary duty as a director; 
    (2) a cause of action to the extent it is based on federal 
law; 
    (3) a cause of action based on the person's express 
contractual obligation; or 
    (4) an action or proceeding based on a breach of public 
pension plan fiduciary responsibility. 
    (b) Subdivision 1 does not limit an individual's liability 
for physical injury to the person of another or for wrongful 
death that is personally and directly caused by the individual, 
nor the liability of a municipality arising out of the 
performance of firefighting or related activities. 
    Subd. 3.  [DEFINITION.] For purposes of this section, the 
term "compensation" means any thing of value received for 
services rendered, except: 
    (1) reimbursement for expenses actually incurred; 
    (2) a per diem in an amount not more than the per diem 
authorized for state advisory councils and committees under 
section 15.059, subdivision 3; or 
    (3) payment by an organization of insurance premiums on 
behalf of a person who is or was a director, officer, trustee, 
member, or agent of an organization, or who, while a director, 
officer, trustee, member, or agent of the organization, is or 
was serving at the request of the organization as a director, 
officer, partner, trustee, employee, or agent of another 
organization or employee benefit plan against liability asserted 
against and incurred by the person in or arising from that 
capacity. 

                                OFFICERS 
    Sec. 47.  [317A.301] [OFFICERS REQUIRED.] 
    A corporation must have one or more natural persons 
exercising the functions of the offices of president and 
treasurer, however designated.  
    Sec. 48.  [317A.305] [DUTIES OF REQUIRED OFFICERS.] 
    Subdivision 1.  [PRESUMPTION; MODIFICATION.] Unless the 
articles, the bylaws, or a resolution adopted by the board and 
consistent with the articles or bylaws, provide otherwise, the 
president and treasurer have the duties in this section.  
    Subd. 2.  [PRESIDENT.] The president shall:  
    (1) have general active management of the business of the 
corporation; 
    (2) when present, preside at meetings of the board and of 
the members; 
    (3) see that orders and resolutions of the board are 
carried into effect; 
    (4) sign and deliver in the name of the corporation deeds, 
mortgages, bonds, contracts or other instruments pertaining to 
the business of the corporation, except in cases in which the 
authority to sign and deliver is required by law to be exercised 
by another person or is expressly delegated by the articles or 
bylaws or by the board to another officer or agent of the 
corporation; 
    (5) maintain records of and, when necessary, certify 
proceedings of the board and the members; and 
    (6) perform other duties prescribed by the board.  
    Subd. 3.  [TREASURER.] The treasurer shall:  
    (1) keep accurate financial records for the corporation; 
    (2) deposit money, drafts, and checks in the name of and to 
the credit of the corporation in the banks and depositories 
designated by the board; 
    (3) endorse for deposit notes, checks, and drafts received 
by the corporation as ordered by the board, making proper 
vouchers for the deposit; 
    (4) disburse corporate funds and issue checks and drafts in 
the name of the corporation, as ordered by the board; 
    (5) upon request, provide the president and the board an 
account of transactions by the treasurer and of the financial 
condition of the corporation; and 
    (6) perform other duties prescribed by the board or by the 
president.  
    Sec. 49.  [317A.311] [OTHER OFFICERS.] 
    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 or agents 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.  
    Sec. 50.  [317A.315] [MULTIPLE OFFICES.] 
    Any number of offices or functions of those offices may be 
held or exercised by the same person.  If a document must be 
signed by persons holding different offices or functions and a 
person holds or exercises more than one of those offices or 
functions, that person may sign the document in more than one 
capacity, but only if the document indicates each capacity in 
which the person signs.  
    Sec. 51.  [317A.321] [OFFICERS CONSIDERED ELECTED.] 
    In the absence of an election or appointment of officers by 
the board, the person exercising the principal functions of the 
president or the treasurer is considered to have been elected to 
the office. 
    Sec. 52.  [317A.331] [CONTRACT RIGHTS.] 
    The election or appointment of a person as an officer or 
agent does not, of itself, create contract rights.  A 
corporation may enter into a contract with an officer or agent 
for a period if, in the board's judgment, the contract would be 
in the best interests of the corporation.  The fact that the 
contract may be for a term longer than the terms of the 
directors who authorized or approved the contract does not make 
the contract void or voidable.  
    Sec. 53.  [317A.341] [RESIGNATION; REMOVAL; VACANCIES.] 
    Subdivision 1.  [RESIGNATION.] An officer may resign by 
giving written notice to the corporation.  The resignation is 
effective without acceptance when the notice is given to the 
corporation, unless a later effective date is named in the 
notice.  
    Subd. 2.  [REMOVAL.] An officer may be removed, with or 
without cause, by a resolution adopted by the board.  The 
removal is without prejudice to contractual rights of the 
officer.  
    Subd. 3.  [VACANCY.] A vacancy in an office because of 
death, resignation, removal, disqualification, or other cause 
may, or in the case of a vacancy in the office of president or 
treasurer must, be filled for the unexpired part of the term in 
the manner provided in the articles or bylaws, or as determined 
by the board or under section 51.  
    Sec. 54.  [317A.351] [DELEGATION.] 
    Unless prohibited by the articles or bylaws or by a 
resolution adopted by the board, an officer may, without the 
approval of the board, delegate some or all the duties and 
powers of an office to other persons.  An officer who delegates 
the duties or powers of an office remains subject to the 
standard of conduct for an officer with respect to the discharge 
of the delegated duties and powers.  
    Sec. 55.  [317A.361] [STANDARD OF CONDUCT.] 
    Subdivision 1.  [STANDARD; LIABILITY.] An officer shall 
discharge the duties of an office in good faith, in a manner the 
officer reasonably believes to be in the best interests of the 
corporation, and with the care an ordinarily prudent person in a 
like position would exercise under similar circumstances.  A 
person exercising the principal functions of an office or to 
whom some or all of the duties and powers of an office are 
delegated under section 54 is considered an officer for purposes 
of this section and sections 80 and 83.  
    Subd. 2.  [NOT CONSIDERED TRUSTEE.] An officer is not 
considered to be a trustee with respect to the corporation or 
with respect to property held or administered by the 
corporation, including without limit, property that may be 
subject to restrictions imposed by the donor or transferor of 
the property. 

                                MEMBERS 
    Sec. 56.  [317A.401] [MEMBERS.] 
    Subdivision 1.  [EXISTENCE.] (a) A corporation may have one 
or more classes of members or may have no members.  In the 
absence of a provision in its articles or bylaws providing for 
members, a corporation has no members. 
    (b) If a corporation has no members, an action for which 
there is no specific provision of this chapter applicable to a 
corporation without members and that would otherwise require 
approval of the members requires only the approval of the board. 
    (c) A reference in this chapter to a corporation that has 
no members includes a corporation in which the directors are the 
only members. 
    Subd. 2.  [ADMISSION.] A corporation may admit any person 
as a member.  The articles or bylaws may establish criteria or 
procedures for admission.  A person may not be admitted as a 
member without the person's express or implied consent.  For 
purposes of this subdivision, consent includes, but is not 
limited to, acceptance of membership benefits knowing that the 
benefits are available only to members, or taking some other 
affirmative action that confers membership benefits.  If the 
articles or bylaws provide that a person who contributes to the 
corporation is a member, a contribution is consent.  
    Subd. 3.  [CONSIDERATION.] Except as provided in its 
articles or bylaws, a corporation may admit members for no 
consideration or for consideration as is determined by the board.
    Subd. 4.  [RIGHTS.] Members are of one class unless the 
articles establish, or authorize the board or members to 
establish, more than one class.  Members are entitled to vote 
and have equal rights and preferences in matters not otherwise 
provided for by the board or members, unless and to the extent 
that the articles or bylaws have fixed or limited the rights and 
preferences of members or different classes of members or 
provide for nonvoting members.  The articles or bylaws may fix 
the term of membership. 
    Sec. 57.  [317A.403] [MEMBERSHIP CERTIFICATES.] 
    A corporation may issue certificates showing membership in 
the corporation.  In lieu of a membership certificate, a 
corporation may issue preferred or common stock to a 
subdivision, unit, or agency of the United States or a state or 
local government that is a member of the corporation.  The stock 
may be issued upon the terms and conditions that the board 
considers appropriate, except that it may be transferable only 
to another government subdivision, unit, or agency. 
    Sec. 58.  [317A.405] [TRANSFER OF MEMBERSHIP.] 
    (a) Except as provided in the articles or bylaws, a member 
of a corporation may not transfer a membership or a right 
arising from it. 
    (b) Where transfer rights have been provided, a restriction 
on them is not binding with respect to a member holding a 
membership issued before the adoption of the restriction unless 
the restriction is approved by the members and the affected 
member. 
    Sec. 59.  [317A.407] [LIABILITY OF MEMBERS.] 
    Subdivision 1.  [THIRD PARTIES.] A member of a corporation 
is not, as such, personally liable for the acts, debts, 
liabilities, or obligations of the corporation. 
    Subd. 2.  [DUES, ASSESSMENTS, OR FEES.] (a) When authority 
to do so is conferred by the articles or bylaws and subject to 
any limitations, a corporation may levy dues, assessments, or 
fees upon its members.  The dues, assessments, or fees may be 
imposed upon all classes of members alike or differently upon 
different classes of members.  Members of one or more classes 
may be exempted. 
    (b) Articles or bylaws may: 
    (1) fix the amount of the levy and the method of collection 
of dues, assessments, or fees; or 
    (2) authorize the directors to fix the amount from time to 
time and determine the methods of collection. 
    (c) Articles or bylaws may provide for: 
    (1) enforcement or collection of dues, assessments, or 
fees; 
    (2) cancellation of membership, on reasonable notice, for 
nonpayment of dues, assessments, or fees; or 
    (3) reinstatement of membership. 
    Sec. 60.  [317A.409] [RESIGNATION.] 
    A member may resign at any time.  The resignation of a 
member does not relieve the member from any obligations the 
member may have to the corporation for dues, assessments, or 
fees or charges for goods or services.  
    Sec. 61.  [317A.411] [TERMINATION.] 
    Subdivision 1.  [FAIR AND REASONABLE PROCEDURE REQUIRED.] A 
member may not be expelled or suspended, and a membership may 
not be terminated or suspended except pursuant to a procedure 
that is fair and reasonable and is carried out in good faith.  
This section does not apply to the termination of a membership 
at the end of a fixed term. 
    Subd. 2.  [STANDARDS.] A procedure is fair and reasonable 
when it is fair and reasonable taking into consideration all of 
the relevant facts and circumstances.  In addition, a procedure 
is fair and reasonable if it provides: 
    (1) not less than 15 days' prior written notice of the 
expulsion, suspension, or termination, and the reasons for it; 
and 
    (2) an opportunity for the member to be heard, orally or in 
writing, not less than five days before the effective date of 
the expulsion, suspension, or termination by a person authorized 
to decide that the proposed expulsion, termination, or 
suspension not take place. 
    Subd. 3.  [TIME LIMIT TO CHALLENGE.] A proceeding 
challenging an expulsion, suspension, or termination, including 
a proceeding in which defective notice is alleged, must be begun 
within one year after the effective date of the expulsion, 
suspension, or termination. 
    Subd. 4.  [MEMBER LIABILITY.] The expulsion, suspension, or 
termination of a member does not relieve the member from 
obligations the member may have to the corporation for dues, 
assessments, or fees or charges for goods or services.  
    Sec. 62.  [317A.413] [PURCHASE OF MEMBERSHIPS.] 
    If authorized in its articles or bylaws, a corporation may 
buy the membership of a member who resigns or whose membership 
is terminated for the amount and pursuant to the conditions in 
the articles or bylaws.  
    Sec. 63.  [317A.415] [DELEGATES.] 
    A corporation may provide in its articles or bylaws for 
delegates having some or all the authority of members.  The 
articles or bylaws may set forth provisions relating to:  
    (1) the characteristics, qualifications, rights, 
limitations, and obligations of the delegates, including their 
selection and removal; 
    (2) calling, noticing, holding, and conducting meetings of 
delegates; and 
    (3) carrying on corporate activities during and between 
meetings of delegates. 
    Sec. 64.  [317A.431] [REGULAR MEETINGS OF VOTING MEMBERS.] 
    Subdivision 1.  [FREQUENCY.] Unless the articles or bylaws 
provide otherwise, a corporation with voting members shall hold 
a regular meeting of voting members annually.  
    Subd. 2.  [DEMAND BY MEMBERS.] If a regular meeting of 
voting members has not been held during the preceding 15 months, 
at least 50 members with voting rights or ten percent of the 
members with voting rights, whichever is less, may demand a 
regular meeting of members by written notice of demand given to 
the president or the treasurer of the corporation.  Within 30 
days after receipt of the demand, the board shall cause a 
regular meeting of members to be called and held on notice no 
later than 90 days after receipt of the demand at the expense of 
the corporation.  If the board fails to cause a regular meeting 
to be called and held as required by this subdivision, the 
members making the demand may call the regular meeting by giving 
notice as required by section 67 at the expense of the 
corporation. 
    Subd. 3.  [TIME; PLACE.] A regular meeting of members must 
be held at the time and place stated in or fixed in accordance 
with the articles or bylaws.  If a place is not stated or if a 
demand for a meeting is made under subdivision 2, the meeting 
must be held in the county where the corporation's registered 
office is located.  
    Subd. 4.  [ELECTIONS; BUSINESS.] At a regular meeting of 
members:  
    (1) there must be an election of successors for directors 
elected by members who serve for an indefinite term or whose 
terms have expired or will expire before the next regular 
meeting of the members; 
    (2) the president and treasurer shall report on the 
activities and financial condition of the corporation; and 
    (3) the members shall consider and act upon other matters 
as may be raised consistent with the notice of meeting 
requirements.  
    Subd. 5.  [EFFECT OF FAILURE TO HOLD MEETING.] The failure 
to hold a meeting in accordance with a corporation's articles or 
bylaws does not affect the validity of a corporate action.  
    Sec. 65.  [317A.433] [SPECIAL MEETINGS OF VOTING MEMBERS.] 
    Subdivision 1.  [WHO MAY CALL.] A corporation with voting 
members shall hold a special meeting of members: 
    (1) on call of its board or persons authorized to do so by 
the articles or bylaws; or 
    (2) if at least 50 members with voting rights or ten 
percent of the members with voting rights, whichever is less, 
sign, date, and deliver to the president or the treasurer one or 
more written demands for the meeting describing the purpose for 
which it is to be held.  
    Subd. 2.  [NOTICE.] Within 30 days after receipt of a 
demand for a special meeting from voting members, the board 
shall cause a special meeting to be called and held on notice no 
later than 90 days after receipt of the demand at the expense of 
the corporation.  If the board fails to cause a special meeting 
to be called and held as required by this subdivision, a voting 
member making the demand may call the meeting by giving notice 
under section 67 at the expense of the corporation.  
    Subd. 3.  [TIME; PLACE.] Special meetings of members may be 
held in or out of this state at the place stated in or fixed in 
accordance with the articles, bylaws, or by the president or the 
board.  If a special meeting is demanded by the members, the 
meeting must be held in the county where the corporation's 
registered office is located.  
    Subd. 4.  [NOTICE REQUIREMENTS; BUSINESS LIMITED.] The 
notice of a special meeting must contain a statement of the 
purposes of the meeting.  The notice may also contain other 
information required by the articles or bylaws or considered 
necessary or desirable by the board or by another person calling 
the meeting.  The business transacted at a special meeting is 
limited to the purposes stated within the notice of the 
meeting.  Business transacted at a special meeting that is not 
included in those stated purposes is voidable by or on behalf of 
the corporation, unless all of the members with voting rights 
have waived notice of the meeting under section 67.  
    Sec. 66.  [317A.434] [COURT-ORDERED MEETING OF VOTING 
MEMBERS.] 
    Subdivision 1.  [WHEN AUTHORIZED.] The district court of 
the county where a corporation's registered office is located 
may order a meeting to be held:  
    (1) on application of at least 50 members with voting 
rights or ten percent of the members with voting rights, 
whichever is less, or of another person entitled to participate 
in the annual meeting, if a meeting was not held within the 
earlier of six months after the end of the corporation's fiscal 
year or 15 months after its last meeting; or 
    (2) on application of a voting member who signed a demand 
for a special meeting valid under section 65 or a person 
entitled to call a special meeting if:  
    (i) notice of the special meeting was not given within 30 
days after the date the demand was delivered to a corporate 
officer; or 
    (ii) the special meeting was not held in accordance with 
the notice.  
    Subd. 2.  [SCOPE OF ORDER.] The court may fix the time and 
place of the meeting, specify a record date for determining 
members entitled to notice of and to vote at the meeting, 
prescribe the form and content of the meeting notice, fix the 
quorum required for specific matters to be considered at the 
meeting, or direct that the votes represented at the meeting 
constitute a quorum for action on those matters, and enter other 
orders necessary to accomplish the purposes of the meeting.  
    Subd. 3.  [COSTS AND ATTORNEYS FEES.] If the court orders a 
meeting, it may also order the corporation to pay the member's 
costs, including reasonable attorneys fees, incurred to obtain 
the order.  
    Sec. 67.  [317A.435] [NOTICE REQUIREMENTS.] 
    Subdivision 1.  [TO WHOM GIVEN.] Notice of meetings of 
members must be given to every voting member as of the record 
date determined under section 68.  If the meeting is an 
adjourned meeting and the date, time, and place of the meeting 
were announced at the time of adjournment, notice is not 
required unless a new record date for the adjourned meeting is 
or must be fixed under section 68.  
    Subd. 2.  [WHEN GIVEN; CONTENTS.] In all cases where a 
specific minimum notice period has not been fixed by law, the 
notice must be given at least five days before the date of the 
meeting, or a shorter time provided in the articles or bylaws, 
and not more than 30 days before the date of the meeting.  The 
notice must contain the date, time, and place of the meeting, 
and other information required by this chapter.  If proxies are 
permitted at the meeting, the notice must so inform members and 
state the procedure for appointing proxies.  
    Subd. 3.  [WAIVER OF NOTICE; OBJECTIONS.] A member may 
waive notice of a meeting of members.  A waiver of notice by a 
member entitled to notice is effective whether given before, at, 
or after the meeting, and whether given in writing, orally, or 
by attendance.  Attendance by a member at a meeting is a waiver 
of notice of that meeting, unless the member objects at the 
beginning of the meeting to the transaction of business because 
the meeting is not lawfully called or convened, or objects 
before a vote on an item of business because the item may not 
lawfully be considered at that meeting and does not participate 
in the consideration of the item at that meeting.  
    Sec. 68.  [317A.437] [RECORD DATE; DETERMINING MEMBERS 
ENTITLED TO NOTICE AND VOTE.] 
    Subdivision 1.  [DETERMINATION.] The board may fix a date 
not more than 60 days, or a shorter time period provided in the 
articles or bylaws, before the date of a meeting of members as 
the date for the determination of the members entitled to notice 
of and entitled to vote at the meeting.  When a date is so 
fixed, only voting members on that date are entitled to notice 
of and permitted to vote at that meeting of members. 
    Subd. 2.  [ADJOURNED MEETING.] (a) A determination of 
members entitled to notice and to vote at a membership meeting 
is effective for an adjournment of the meeting unless the board 
fixes a new date for determining the right to notice and to 
vote, which it must do if the meeting is adjourned to a date 
more than 60 days after the record date for determining members 
entitled to notice of the original meeting. 
    (b) If a court orders a meeting adjourned to a date more 
than 120 days after the date fixed for the original meeting, it 
may provide that the original record date for notice and voting 
continues in effect or it may fix a new record date for notice 
and voting.  
    Sec. 69.  [317A.439] [MEMBERS' LIST FOR MEETING.] 
    Subdivision 1.  [PREPARATION.] After fixing a record date 
for notice of and voting at a meeting, a corporation shall 
prepare an alphabetical list of the names of its members who are 
entitled to notice and to vote.  The list must show the address 
and number of votes each member is entitled to vote at the 
meeting.  
    Subd. 2.  [INSPECTION.] The list of members must be 
available for inspection by a member with voting rights for the 
purpose of communication with other members concerning the 
meeting, beginning two business days after the meeting notice is 
given and continuing through the meeting, at the corporation's 
registered office or at a reasonable place identified in the 
meeting notice in the city where the meeting will be held.  The 
list also must be available at the meeting.  A member, a 
member's agent, or attorney is entitled on written demand to 
inspect and to copy the list, at a reasonable time and at the 
member's expense, during the period it is available for 
inspection and at any time during the meeting or an adjournment. 
    Subd. 3.  [ENFORCEMENT.] If the corporation refuses to 
allow a member with voting rights, the member's agent, or 
attorney to inspect the list of members before or at the 
meeting, the district court of the county where a corporation's 
registered office is located, on application of the member, may: 
    (1) order the inspection or copying at the corporation's 
expense; 
    (2) postpone the meeting until the inspection or copying is 
complete; or 
    (3) order the corporation to pay the member's costs, 
including reasonable attorneys fees, incurred to obtain the 
order. 
    Subd. 4.  [EFFECT OF FAILURE TO COMPLY.] Unless a written 
demand to inspect and copy a membership list has been made under 
subdivision 2 before the membership meeting and a corporation 
improperly refuses to comply with the demand, refusal, or 
failure to comply with this section does not affect the validity 
of action taken at the meeting. 
    Subd. 5.  [IMPROPER USE PROHIBITED.] A member, agent, or 
attorney who gains access to a membership list under this 
section may not use or give to another for use the membership 
list for any purpose other than a proper purpose.  Upon 
application of the corporation, the district court may issue a 
protective order or order other relief necessary to enforce this 
subdivision. 
    Sec. 70.  [317A.441] [RIGHT TO VOTE.] 
    Unless the articles or bylaws provide otherwise, each 
member with voting rights is entitled to one vote on each matter 
voted on by the members.  If a membership stands of record in 
the names of two or more persons, their acts with respect to 
voting have the following effect: 
    (1) if only one votes, the act binds all; and 
    (2) if more than one votes, the vote must be divided on a 
pro rata basis. 
    Sec. 71.  [317A.443] [ACT OF THE MEMBERS.] 
    Subdivision 1.  [GENERAL.] 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.  A bylaw amendment to increase or decrease the vote 
required for a member action must be approved by the members. 
    Subd. 2.  [METHODS.] Unless otherwise provided in the 
articles or bylaws, members may take action at a meeting by 
voice or ballot, by unanimous action without a meeting under 
section 72, by written ballot under section 73, or by electronic 
communication under section 74.  
    Sec. 72.  [317A.445] [UNANIMOUS ACTION WITHOUT A MEETING.] 
    An action required or permitted to be taken at a meeting of 
the members may be taken without a meeting by written action 
signed by all of the members entitled to vote on that action.  
The written action is effective when it has been signed by all 
of those members, unless a different effective time is provided 
in the written action.  When this chapter requires a certificate 
concerning an action to be filed with the secretary of state, 
the officers signing the certificate must indicate that the 
action was taken under this section.  
    Sec. 73.  [317A.447] [ACTION BY WRITTEN BALLOT.] 
    (a) Except as provided in paragraph (e) and unless 
prohibited or limited by the articles or bylaws, an action that 
may be taken at a regular or special meeting of members may be 
taken without a meeting if the corporation mails or delivers a 
written ballot to every member entitled to vote on the matter.  
    (b) A written ballot must: 
    (1) set forth each proposed action; and 
    (2) provide an opportunity to vote for or against each 
proposed action. 
    (c) Approval by written ballot under this section is valid 
only when the number of votes cast by ballot equals or exceeds 
the quorum required to be present at a meeting authorizing the 
action, and the number of approvals equals or exceeds the number 
of votes that would be required to approve the matter at a 
meeting at which the total number of votes cast was the same as 
the number of votes cast by ballot.  
    (d) Solicitations for votes by written ballot must: 
    (1) indicate the number of responses needed to meet the 
quorum requirements; 
    (2) state the percentage of approvals necessary to approve 
each matter other than election of directors; and 
    (3) specify the time by which a ballot must be received by 
the corporation in order to be counted.  
    (e) Except as otherwise provided in the articles or bylaws, 
a written ballot may not be revoked.  
    Sec. 74.  [317A.449] [ACTION BY ELECTRONIC COMMUNICATION.] 
    (a) A conference among members by a means of communication 
through which the participants may simultaneously hear each 
other during the conference is a meeting of the members, if the 
same notice is given of the conference as would be required for 
a meeting and if the number of persons participating in the 
conference is a quorum.  Participation in a meeting by this 
means is personal presence at the meeting. 
    (b) A member may participate in a meeting of the membership 
by a means of communication through which the member, other 
persons participating, and all persons physically present at the 
meeting may simultaneously hear each other during the meeting.  
Participation in a meeting by this means is personal presence at 
the meeting. 
    Sec. 75.  [317A.451] [QUORUM.] 
    Subdivision 1.  [NUMBER REQUIRED.] Unless otherwise 
provided by the articles or bylaws, a quorum for a meeting of 
members is ten percent of the members entitled to vote at the 
meeting. 
    Subd. 2.  [ACTION.] (a) Except as provided in paragraph 
(b), a quorum is necessary for the transaction of business at a 
meeting of members.  If a quorum is not present, a meeting may 
be adjourned from time to time for that reason. 
    (b) If a quorum has been present at a meeting and members 
have withdrawn from the meeting so that less than a quorum 
remains, the members still present may continue to transact 
business until adjournment. 
    Sec. 76.  [317A.453] [PROXIES.] 
    Subdivision 1.  [AUTHORIZATION.] If the articles or bylaws 
permit proxy voting, a member may appoint a proxy to vote or 
otherwise act for the member by signing an appointment form 
either personally or by an attorney-in-fact. 
    Subd. 2.  [EFFECTIVE PERIOD.] An appointment of a proxy is 
effective when received by the secretary or other officer or 
agent authorized to tabulate votes.  An appointment is valid for 
11 months unless a different period is expressly provided in the 
appointment form provided, however, that a proxy is not valid 
for more than three years from its date of execution. 
    Subd. 3.  [REVOCATION.] An appointment of a proxy is 
revocable by the member.  Appointment of a proxy is revoked by 
the person appointing the proxy by: 
    (1) attending a meeting and voting in person; or 
    (2) signing and delivering to the secretary or other 
officer or agent authorized to tabulate proxy votes either a 
writing stating that the appointment of the proxy is revoked or 
a later appointment form. 
    Subd. 4.  [DEATH.] The death or incapacity of the member 
appointing a proxy does not affect the right of the corporation 
to accept the proxy's authority unless notice of the death or 
incapacity is received by the secretary or other officer or 
agent authorized to tabulate votes before the proxy exercises 
authority under the appointment. 
    Subd. 5.  [ACCEPTANCE OF VOTE; LIABILITY.] (a) Subject to 
section 77 and an express limitation on the proxy's authority 
appearing on the face of the appointment form, a corporation is 
entitled to accept the proxy's vote or other action as that of 
the member making the appointment. 
    (b) The vote of a proxy is final, binding, and not subject 
to challenge, but the proxy is liable to the member for damages 
resulting from a failure to exercise the proxy or from an 
exercise of the proxy in violation of the authority granted in 
the appointment. 
    Subd. 6.  [MULTIPLE PROXIES.] Unless the appointment 
specifically provides otherwise, if two or more persons are 
appointed as proxies for a member: 
    (1) any one of them may vote on each item of business in 
accordance with specific instructions contained in the 
appointment; or 
    (2) if no specific instructions are contained in the 
appointment with respect to voting on a particular item of 
business, a majority of the proxies have the authority conferred 
by the instrument.  If the proxies are equally divided, they 
share the vote equally. 
    Sec. 77.  [317A.455] [CORPORATION'S ACCEPTANCE OF MEMBER 
ACT.] 
    Subdivision 1.  [NAME OF MEMBER.] If the name signed on a 
vote, consent, waiver, or proxy appointment corresponds to the 
record name of a member, the corporation if acting in good faith 
may accept the vote, consent, waiver, or proxy appointment and 
give it effect as the act of the member.  
    Subd. 2.  [NAME OTHER THAN MEMBER.] Unless the articles or 
bylaws provide otherwise, if the name signed on a vote, consent, 
waiver, or proxy appointment does not correspond to the record 
name of a member, the corporation if acting in good faith may 
accept the vote, consent, waiver, or proxy appointment and give 
it effect as the act of the member if:  
    (1) the member is an entity and the name signed purports to 
be that of an officer or agent of the entity; 
    (2) the name signed purports to be that of an 
administrator, guardian, or conservator representing the member 
and, if the corporation requests, evidence of fiduciary status 
acceptable to the corporation has been presented with respect to 
the vote, consent, waiver, or proxy appointment; 
    (3) the name signed purports to be that of a receiver or 
trustee in bankruptcy of the member, and, if the corporation 
requests, evidence of this status acceptable to the corporation 
has been presented with respect to the vote, consent, waiver, or 
proxy appointment; 
    (4) the name signed purports to be that of a pledgee, 
beneficial owner, or attorney-in-fact of the member and if the 
corporation requests, evidence acceptable to the corporation of 
the signatory's authority to sign for the member has been 
presented with respect to the vote, consent, waiver, or proxy 
appointment; or 
    (5) two or more persons hold the membership as cotenants or 
fiduciaries and the name signed purports to be the name of at 
least one of the coholders and the person signing appears to be 
acting on behalf of all the coholders.  
    Subd. 3.  [REJECTION OF VOTE.] The corporation may reject a 
vote, consent, waiver, or proxy appointment if the secretary or 
other officer or agent authorized to tabulate votes, acting in 
good faith, has reasonable basis for doubt about the validity of 
the signature on it or about the signatory's authority to sign 
for the member.  
    Subd. 4.  [LIABILITY.] The corporation or its officer or 
agent who accepts or rejects a vote, consent, waiver, or proxy 
appointment in good faith and in accordance with the standards 
of this section is not liable in damages to the member for the 
consequences of the acceptance or rejection.  
    Subd. 5.  [VALIDITY OF CORPORATE ACTION.] Corporate action 
based on the acceptance or rejection of a vote, consent, waiver, 
or proxy appointment under this section is valid unless a court 
of competent jurisdiction determines otherwise.  
    Sec. 78.  [317A.457] [VOTING AGREEMENTS.] 
    (a) To the extent permitted in the articles or bylaws, two 
or more members may provide for how they will vote by signing an 
agreement for that purpose.  An agreement may be valid for a 
period of up to ten years.  The agreement must have a reasonable 
purpose consistent with the corporation's purposes.  
    (b) A voting agreement created under this section is 
specifically enforceable.  
    (c) A voting agreement is not effective until it is filed 
with the corporation. 
    Sec. 79.  [317A.461] [BOOKS AND RECORDS; FINANCIAL 
STATEMENT.] 
    Subdivision 1.  [ARTICLES AND BYLAWS; MINUTES.] A 
corporation shall keep at its registered office correct and 
complete copies of its articles and bylaws, accounting records, 
and minutes of meetings of members, board of directors, and 
committees having any of the authority of the board of directors.
    Subd. 2.  [INSPECTION.] A member, or the agent or attorney 
of a member, may inspect all books and records and voting 
agreements for any proper purpose at any reasonable time. 
    Subd. 3.  [FINANCIAL STATEMENT.] Upon request, a 
corporation shall give the member a statement showing the 
financial result of all operations and transactions affecting 
income and surplus during its last annual accounting period and 
a balance sheet containing a summary of its assets and 
liabilities as of the closing date of the accounting period. 
    Sec. 80.  [317A.467] [EQUITABLE REMEDIES.] 
    If a corporation or an officer or director of the 
corporation violates this chapter, a court in this state, in an 
action brought by at least 50 members with voting rights or ten 
percent of the members with voting rights, whichever is less, or 
by the attorney general, may grant equitable relief it considers 
just and reasonable in the circumstances and award expenses, 
including attorney fees and disbursements, to the members.  

                           LOANS; OBLIGATIONS 
    Sec. 81.  [317A.501] [LOANS; GUARANTEES; SURETYSHIP.] 
    Subdivision 1.  [PREREQUISITES.] A corporation may lend 
money to, guarantee or pledge its assets as security for an 
obligation of, become a surety for, or otherwise financially 
assist a person, if the transaction, or a class of transactions 
to which the transaction belongs, is approved by the board and: 
    (1) is in the usual and regular course of activities of the 
corporation; 
    (2) is with, or for the benefit of, a related organization, 
an organization in which the corporation has a financial 
interest, a person with whom the corporation has a relationship 
in the course of its activities, or an organization to which the 
corporation has the power to make donations; 
    (3) is with, or for the benefit of, an officer, director, 
or employee of the corporation or a related organization, and is 
authorized under subdivision 2; or 
    (4) subject to subdivision 2, has been approved by 
two-thirds of the members with voting rights or, if there are no 
members with voting rights, by two-thirds of the board. 
    Subd. 2.  [LIMITATION ON LOANS AND GUARANTEES FOR OFFICERS, 
DIRECTORS, AND EMPLOYEES.] A corporation may not lend money to 
or guarantee the obligation of a director, officer, or employee 
of the corporation or a related organization, or of the spouse, 
parents, children and spouses of children, brothers and sisters 
or spouses of brothers and sisters of the director, officer, or 
employee, unless the loan or guarantee may reasonably be 
expected, in the judgment of the board, to benefit the 
corporation.  If a loan or guarantee is made in violation of 
this subdivision, the borrower's liability on the loan is not 
affected.  The officers and directors who make a loan in 
violation of this subdivision or assent to it are jointly and 
severally liable for its repayment.  This subdivision does not 
prohibit an advance of money for expenses authorized by section 
82.  
    Subd. 3.  [INTEREST; SECURITY.] A loan, guaranty, surety 
contract, or other financial assistance under subdivision 1 or 2 
may be with or without interest and may be unsecured or secured. 
    Subd. 4.  [BANKING AUTHORITY NOT GRANTED.] This section 
does not grant authority to act as a bank or to carry on the 
business of banking.  
    Sec. 82.  [317A.505] [ADVANCES.] 
    A corporation may, without a vote of the directors, advance 
money to its directors, officers, employees, or agents to cover 
expenses that can reasonably be anticipated to be incurred by 
them in the performance of their duties and for which they would 
be entitled to reimbursement in the absence of an advance.  
    Sec. 83.  [317A.521] [INDEMNIFICATION.] 
    Subdivision 1.  [DEFINITIONS.] (a) For purposes of this 
section, the terms defined in this subdivision have the meanings 
given them.  
    (b) "Corporation" includes a domestic or foreign 
corporation that was the predecessor of the corporation referred 
to in this section in a merger, consolidation, or other 
transaction in which the predecessor's existence ended upon 
completion of the transaction. 
    (c) "Official capacity" means: 
    (1) with respect to a director, the position of director in 
a corporation; 
    (2) with respect to a person other than a director, the 
elective or appointive office or position held by an officer, 
member of a committee of the board, or the employment 
relationship undertaken by an employee of the corporation; and 
    (3) with respect to a director, officer, or employee of the 
corporation who, while a director, officer, or employee of the 
corporation, is or was serving at the request of the corporation 
or whose duties in that position involve or involved service as 
a director, officer, partner, trustee, employee, or agent of 
another organization or employee benefit plan, the position of 
that person as a director, officer, partner, trustee, employee, 
or agent, as the case may be, of the other organization or 
employee benefit plan.  
    (d) "Proceeding" means a threatened, pending, or completed 
civil, criminal, administrative, arbitration, or investigative 
proceeding, including a proceeding by or in the right of the 
corporation.  
    (e) "Special legal counsel" means counsel who has not 
represented the corporation or a related organization, or a 
director, officer, member of a committee of the board, or 
employee whose indemnification is in issue.  
    Subd. 2.  [INDEMNIFICATION MANDATORY; STANDARD.] (a) 
Subject to subdivision 4, a corporation shall indemnify a person 
made or threatened to be made a party to a proceeding by reason 
of the former or present official capacity of the person against 
judgments, penalties, fines, including, without limitation, 
excise taxes assessed against the person with respect to an 
employee benefit plan, settlements, and reasonable expenses, 
including attorneys fees and disbursements, incurred by the 
person in connection with the proceeding, if, with respect to 
the acts or omissions of the person complained of in the 
proceeding, the person:  
    (1) has not been indemnified by another organization or 
employee benefit plan for the same liability described in the 
preceding paragraph with respect to the same acts or omissions; 
    (2) acted in good faith; 
    (3) received no improper personal benefit and section 45, 
if applicable, has been satisfied; 
    (4) in the case of a criminal proceeding, did not have 
reasonable cause to believe the conduct was unlawful; and 
    (5) in the case of acts or omissions occurring in the 
official capacity described in subdivision 1, paragraph (c), 
clause (1) or (2), reasonably believed that the conduct was in 
the best interests of the corporation, or in the case of acts or 
omissions occurring in the official capacity described in 
subdivision 1, paragraph (c), clause (3), reasonably believed 
that the conduct was not opposed to the best interests of the 
corporation.  If the person's acts or omissions complained of in 
the proceeding relate to conduct as a director, officer, 
trustee, employee, or agent of an employee benefit plan, the 
conduct is not considered to be opposed to the best interests of 
the corporation if the person reasonably believed that the 
conduct was in the best interests of the participants or 
beneficiaries of the employee benefit plan.  
    (b) The termination of a proceeding by judgment, order, 
settlement, conviction, or upon a plea of nolo contendere or its 
equivalent does not, of itself, establish that the person did 
not meet the criteria in this subdivision.  
    Subd. 3.  [ADVANCES.] Subject to subdivision 4, if a person 
is made or threatened to be made a party to a proceeding, the 
person is entitled, upon written request to the corporation, to 
payment or reimbursement by the corporation of reasonable 
expenses, including attorneys fees and disbursements, incurred 
by the person in advance of the final disposition of the 
proceeding: 
    (1) upon receipt by the corporation of a written 
affirmation by the person of a good faith belief that the 
criteria for indemnification in subdivision 2 have been 
satisfied and a written undertaking by the person to repay the 
amounts paid or reimbursed by the corporation, if it is 
determined that the criteria for indemnification have not been 
satisfied; and 
     (2) after a determination that the facts then known to 
those making the determination would not preclude 
indemnification under this section. 
     The written undertaking required by clause (1) is an 
unlimited general obligation of the person making it, but need 
not be secured and must be accepted without reference to 
financial ability to make the repayment.  
    Subd. 4.  [PROHIBITION OR LIMIT ON INDEMNIFICATION OR 
ADVANCES.] The articles or bylaws may prohibit indemnification 
or advances of expenses required by this section or may impose 
conditions on indemnification or advances of expenses in 
addition to the conditions contained in subdivisions 2 and 3 
including, without limitation, monetary limits on 
indemnification or advances of expenses, if the conditions apply 
equally to all persons or to all persons within a given class.  
A prohibition or limit on indemnification or advances may not 
apply to or affect the right of a person to indemnification or 
advances of expenses with respect to acts or omissions of the 
person occurring before the effective date of a provision in the 
articles or the date of adoption of a provision in the bylaws 
establishing the prohibition or limit on indemnification or 
advances. 
    Subd. 5.  [REIMBURSEMENT TO WITNESSES.] This section does 
not require, or limit the ability of, a corporation to reimburse 
expenses, including attorneys fees and disbursements, incurred 
by a person in connection with an appearance as a witness in a 
proceeding at a time when the person has not been made or 
threatened to be made a party to a proceeding.  
    Subd. 6.  [DETERMINATION OF ELIGIBILITY.] (a) 
Determinations as to whether indemnification of a person is 
required because the criteria set forth in subdivision 2 have 
been satisfied and whether a person is entitled to payment or 
reimbursement of expenses in advance of the final disposition of 
a proceeding under subdivision 3 must be made:  
    (1) by the board by a majority of a quorum; directors who 
are at the time parties to the proceeding are not counted for 
determining a majority or the presence of a quorum; 
    (2) if a quorum under clause (1) cannot be obtained, by a 
majority of a committee of the board, consisting solely of two 
or more directors not at the time parties to the proceeding, 
duly designated to act in the matter by a majority of the full 
board including directors who are parties; 
    (3) if a determination is not made under clause (1) or (2), 
by special legal counsel, selected either by a majority of the 
board or a committee by vote under clause (1) or (2) or, if the 
requisite quorum of the full board cannot be obtained and the 
committee cannot be established, by a majority of the full board 
including directors who are parties; 
    (4) if a determination is not made under clauses (1) to 
(3), by the members with voting rights, other than members who 
are parties to the proceeding; or 
    (5) if an adverse determination is made under clauses (1) 
to (4) or under paragraph (b), or if no determination is made 
under clauses (1) to (4) or under paragraph (b) within 60 days 
after the termination of a proceeding or after a request for an 
advance of expenses, by a court in this state, which may be the 
court in which the proceeding involving the person's liability 
took place, upon application of the person and notice the court 
requires.  
    (b) With respect to a person who is not, and was not at the 
time of the acts or omissions complained of in the proceedings, 
a director, officer, or person having, directly or indirectly, 
the power to direct or cause the direction of the management or 
policies of the corporation, the determination whether 
indemnification of this person is required because the criteria 
in subdivision 2 have been satisfied and whether this person is 
entitled to payment or reimbursement of expenses in advance of 
the final disposition of a proceeding under subdivision 3 may be 
made by an annually appointed committee of the board, having at 
least one member who is a director.  The committee shall report 
at least annually to the board concerning its actions.  
    Subd. 7.  [INSURANCE.] A corporation may buy and maintain 
insurance on behalf of a person in that person's official 
capacity against liability asserted against and incurred by the 
person in or arising from that capacity, whether or not the 
corporation would have been required to indemnify the person 
against the liability under this section.  
    Subd. 8.  [DISCLOSURE.] A corporation with members with 
voting rights that indemnifies or advances expenses to a person 
under this section in connection with a proceeding by or on 
behalf of the corporation shall report to the members in writing 
the amount of the indemnification or advance and to whom and on 
whose behalf it was paid not later than the next meeting of 
members. 
    Subd. 9.  [INDEMNIFICATION OF OTHER PERSONS.] This section 
does not limit the power of a corporation to indemnify other 
persons.  

                    MERGER; CONSOLIDATION; TRANSFER 
    Sec. 84.  [317A.601] [MERGER, CONSOLIDATION, OR TRANSFER.] 
    Subdivision 1.  [MERGER OR CONSOLIDATION.] Two or more 
corporations may merge or consolidate, resulting in a single 
corporation subject to this chapter.  A merger or consolidation 
must be made as provided in sections 85 to 91. 
    Subd. 2.  [TRANSFER.] A corporation may sell, lease, 
transfer, or dispose of all or substantially all of its property 
and assets under section 92.  
    Subd. 3.  [NOTICE TO ATTORNEY GENERAL.] If applicable, a 
corporation shall comply with section 118 before it may merge or 
consolidate or transfer all or substantially all of its assets. 
    Sec. 85.  [317A.611] [PLAN OF MERGER OR CONSOLIDATION.] 
    A plan of merger or consolidation must contain:  
    (1) the names of the corporations proposing to merge or 
consolidate; 
    (2) the name of the surviving or new corporation; 
    (3) the terms and conditions of the proposed merger or 
consolidation; 
    (4) in the case of a merger, the manner and basis of 
converting the memberships of the constituent corporations into 
memberships of the surviving corporation or of any other 
corporation; 
    (5) in the case of a merger, a statement of amendments to 
the articles of the surviving corporation proposed as part of 
the merger; 
    (6) in the case of a consolidation, the provisions required 
by section 10 to be set out in the articles of the new 
corporation; and 
    (7) other provisions with respect to the proposed merger or 
consolidation that are considered necessary or desirable.  
    Sec. 86.  [317A.613] [PLAN APPROVAL.] 
    Subdivision 1.  [APPROVAL REQUIRED.] A plan of merger or 
consolidation must be approved and adopted by each constituent 
corporation as provided in this section. 
    Subd. 2.  [APPROVAL BY BOARD AND MEMBERS WITH VOTING 
RIGHTS.] When a constituent corporation has members with voting 
rights, the board of directors of the corporation shall adopt a 
resolution by a majority vote of all directors approving a 
proposed plan of merger or consolidation and directing that the 
plan be submitted to a vote at a meeting of the members with 
voting rights.  Notice of the meeting must be given, accompanied 
by a copy or summary of the proposed plan.  Unless the articles 
or bylaws require a greater vote, the plan of merger or 
consolidation is adopted upon receiving the affirmative vote of 
a majority of the members who vote upon the proposed plan. 
    Subd. 3.  [APPROVAL BY BOARD.] When a constituent 
corporation does not have members with voting rights, and unless 
the articles or bylaws require a greater vote, a plan of merger 
or consolidation is adopted at a meeting of the board of 
directors of the corporation upon receiving the affirmative 
votes of a majority of all directors.  Notice of the meeting 
must be given accompanied by a copy of the proposed plan of 
merger or consolidation. 
    Sec. 87.  [317A.615] [ARTICLES OF MERGER OR CONSOLIDATION; 
CERTIFICATE.] 
    Subdivision 1.  [CONTENTS OF ARTICLES.] Upon receiving the 
approval required by section 86 and after compliance with 
section 118, if applicable, articles of merger or consolidation 
must be prepared that contain: 
    (1) the plan of merger or consolidation; 
    (2) a statement that the plan has been approved by each 
corporation under this chapter; and 
    (3) if applicable, a statement that the notice to the 
attorney general required by section 118 has been given and the 
waiting period has expired or has been waived by the attorney 
general. 
    Subd. 2.  [ARTICLES SIGNED, FILED.] The articles of merger 
or consolidation must be signed on behalf of each constituent 
corporation and filed with the secretary of state. 
    Subd. 3.  [CERTIFICATE.] The secretary of state shall issue 
a certificate of merger to the surviving corporation or a 
certificate of consolidation and incorporation to the new 
corporation. 
    Sec. 88.  [317A.631] [ABANDONMENT.] 
    Subdivision 1.  [BY MEMBERS OR BOARD OF EACH CORPORATION; 
UNDER TERMS OF PLAN.] After a plan of merger or consolidation 
has been approved by each constituent corporation under section 
86 and before the effective date of the plan, it may be 
abandoned: 
    (1) if each constituent corporation has approved the 
abandonment at a meeting by a majority of the members with 
voting rights voting on the issue, or if the corporation does 
not have voting members, by a majority of all directors; or 
    (2) if the plan itself provides for abandonment and the 
conditions for abandonment in the plan are met. 
    Subd. 2.  [BY BOARD OF ONE CORPORATION.] A plan of merger 
or consolidation may be abandoned after it has been approved by 
each constituent corporation and before the effective date of 
the plan, by a resolution approved by a majority of all 
directors of the constituent corporation abandoning the plan of 
merger or consolidation, subject to the contract rights of any 
other person under the plan. 
    Subd. 3.  [FILING OF ARTICLES.] If articles of merger or 
consolidation have been filed with the secretary of state, but 
have not yet become effective, the constituent corporations, in 
the case of abandonment under subdivision 1, clause (1), the 
constituent corporations or any one of them, in the case of 
abandonment under subdivision 1, clause (2), or the abandoning 
corporation in the case of abandonment under subdivision 2, 
shall file with the secretary of state articles of abandonment 
that contain: 
    (1) the names of the constituent corporations; 
    (2) the provision of this section under which the plan is 
abandoned; and 
    (3) if the plan is abandoned under subdivision 2, the text 
of the resolution approved by the directors abandoning the plan. 
    Sec. 89.  [317A.641] [EFFECTIVE DATE OF MERGER OR 
CONSOLIDATION; EFFECT.] 
    Subdivision 1.  [EFFECTIVE DATE.] A merger or consolidation 
is effective when the articles of merger or consolidation are 
filed with the secretary of state or on a later date named in 
the articles. 
    Subd. 2.  [EFFECT ON CORPORATION; GENERAL.] When a merger 
or consolidation becomes effective: 
    (1) the constituent corporations become a single 
corporation, which in case of merger is a surviving corporation, 
or in case of consolidation is a new corporation; 
    (2) subject to clause (3) and section 90, the separate 
existence of the constituent corporations except the surviving 
corporation ends; 
    (3) when the agreement of merger or consolidation expressly 
provides for the continuance of the corporate existence of a 
constituent corporation and expressly declares the purpose for 
the continuance, the corporate existence of the constituent 
corporation continues in the single corporation for the purpose 
declared in the agreement; 
    (4) the single corporation has the rights, privileges, 
immunities, and powers, and is subject to the duties and 
liabilities, of a corporation formed under this chapter; 
    (5) the single corporation has the rights, privileges, 
immunities, powers, and franchises, public and private, of each 
constituent corporation; 
    (6) all real or personal property, debts, including debts 
arising from a subscription for membership, and interests 
belonging to each constituent corporation are transferred to the 
single corporation without further act or deed; 
    (7) interest in real estate possessed by a constituent 
corporation does not revert to the grantor, or otherwise, nor is 
it in any way impaired by reason of the merger or consolidation; 
and the personal property of a constituent corporation does not 
revert by reason of the merger or consolidation; 
    (8) except where the will or other instrument provides 
otherwise, and subject to section 93, a devise, bequest, gift, 
or grant contained in a will or other instrument, in trust or 
otherwise, made before or after the merger or consolidation has 
become effective, to or for any of the constituent corporations, 
inures to the single corporation; 
    (9) debts, liabilities, and obligations of each constituent 
corporation become the debts, liabilities, and obligations of 
the single corporation, just as if the debts, liabilities, and 
obligations had been incurred or contracted by the single 
corporation; 
    (10) existing claims or a pending action or proceeding by 
or against a constituent corporation may be prosecuted to 
judgment as though the merger or consolidation had not been 
effected, or the single corporation may be substituted for the 
constituent corporation; 
    (11) the liabilities of the members, officers, directors, 
or similar groups or persons, however denominated, of a 
constituent corporation are not affected by the merger or 
consolidation of a constituent corporation; 
    (12) the rights of creditors or liens upon the property of 
a constituent corporation are not impaired by the merger or 
consolidation, but the liens are limited to the property upon 
which they were liens immediately before the merger or 
consolidation; 
    (13) the articles of the surviving corporation are 
considered to be amended to the extent that changes in its 
articles are contained in a plan of merger; and 
    (14) in the case of a consolidation, the plan of 
consolidation constitutes the articles of incorporation of the 
new corporation. 
    Subd. 3.  [EFFECT ON FIDUCIARY CAPACITY.] (a) For purposes 
of this subdivision, "fiduciary capacity" means the capacities 
of trustee, executor, administrator, personal representative, 
guardian, conservator, receiver, escrow agent, agent for the 
investment of money, attorney-in-fact, or a similar capacity. 
    (b) Except where the will, declaration of trust, or other 
instrument provides otherwise, the single corporation is, 
without further act or deed, the successor of the constituent 
corporations in fiduciary capacities in which a constituent 
corporation was acting at the time of the merger or 
consolidation and is liable to the beneficiaries as fully as if 
the constituent corporation had continued its separate corporate 
existence.  
    (c) If a constituent corporation is nominated and 
appointed, or has been nominated and appointed, in a fiduciary 
capacity in a will, declaration of trust, or other instrument, 
order, or judgment before or after the merger or consolidation, 
then even if the will or other instrument, order, or judgment 
does not become operative or effective until after the merger or 
consolidation becomes effective, every fiduciary capacity and 
the rights, powers, privileges, duties, discretions, and 
responsibilities provided for in the nomination or appointment 
fully vest in and are to be exercised by the single corporation, 
whether there are one or more successive mergers or 
consolidations.  
    Sec. 90.  [317A.643] [CONTINUANCE OF CORPORATE AUTHORITY.] 
    When an act or instrument is considered necessary or 
appropriate to evidence the vesting of property or other rights 
in the single corporation, the persons with authority to do so 
under the articles or bylaws of each constituent corporation 
shall do the act or execute and deliver the instrument and for 
this purpose, the existence of the constituent corporations and 
the authority of those persons is continued.  
    Sec. 91.  [317A.651] [MERGER OR CONSOLIDATION WITH FOREIGN 
CORPORATION.] 
    Subdivision 1.  [WHEN PERMITTED.] A corporation may merge 
or consolidate with a foreign corporation by following the 
procedures set forth in this section, if the merger or 
consolidation is permitted by the laws of the state under which 
the foreign corporation is incorporated. 
    Subd. 2.  [LAWS APPLICABLE BEFORE TRANSACTION.] Each 
corporation shall comply with sections 84 to 90 with respect to 
the merger or consolidation of corporations and each foreign 
corporation shall comply with the laws under which it was 
incorporated or by which it is governed. 
    Subd. 3.  [SURVIVING CORPORATION.] If the single 
corporation will be incorporated under this chapter, it shall 
comply with this chapter.  
    Subd. 4.  [FOREIGN SURVIVING CORPORATION.] If the single 
corporation will be a foreign corporation and will transact 
business in this state, it shall comply with the provisions of 
chapter 303 with respect to foreign corporations.  In every case 
the single corporation shall file with the secretary of state:  
    (1) an agreement that it may be served with process in this 
state in a proceeding for the enforcement of an obligation of a 
constituent corporation; and 
    (2) an irrevocable appointment of the secretary of state as 
its agent to accept service of process in any proceeding and an 
address to which process may be forwarded. 
    Sec. 92.  [317A.661] [TRANSFER OF ASSETS; WHEN PERMITTED.] 
    Subdivision 1.  [MEMBER APPROVAL; WHEN NOT 
REQUIRED.] Unless otherwise provided in its articles or bylaws, 
a corporation, by affirmative vote of the board of directors, 
may sell, lease, transfer, or dispose of all or substantially 
all of its property and assets in the usual and regular course 
of its activities and, subject to section 81, subdivision 1, 
grant a security interest in all or substantially all of its 
property and assets whether or not in the usual and regular 
course of its activities, upon those terms and conditions and 
for those considerations, which may be money, securities, or 
other instruments for the payment of money or other property, as 
the board considers expedient, in which case no member approval 
is required.  
    Subd. 2.  [VOTING MEMBER APPROVAL; WHEN REQUIRED.] A 
corporation, by affirmative vote of the board of directors, may 
sell, lease, transfer, or dispose of all or substantially all of 
its property and assets, including its good will, not in the 
usual and regular course of its activities, upon those terms and 
conditions and for those considerations, which may be money, 
securities, or other instruments for the payment of money or 
other property, as the board considers expedient, when approved 
at a regular or special meeting of the members by the 
affirmative vote of the majority of the members with voting 
rights.  If there are no members with voting rights, member 
approval is not required.  Notice of the meeting must be given 
to the members with voting rights.  The notice must state that a 
purpose of the meeting is to consider the sale, lease, transfer, 
or other disposition of all or substantially all of the property 
and assets of the corporation. 
    Subd. 3.  [NOTICE TO ATTORNEY GENERAL.] If applicable, a 
corporation shall comply with section 118 before transferring 
all or substantially all of its assets under this section. 
    Subd. 4.  [SIGNING OF DOCUMENTS.] Confirmatory deeds, 
assignments, or similar instruments to evidence a sale, lease, 
transfer, or other disposition may be signed and delivered at 
any time in the name of the transferor by its current officers 
or, if the corporation no longer exists, by its last officers.  
    Subd. 5.  [TRANSFEREE LIABILITY.] The transferee is liable 
for the debts, obligations, and liabilities of the transferor 
only to the extent provided in the contract or agreement between 
the transferee and the transferor or to the extent provided by 
this chapter or other statutes of this state. 
    Sec. 93.  [317A.671] [CERTAIN ASSETS NOT TO BE DIVERTED.] 
     Except as provided in section 501.12, when a corporation 
dissolves, merges or consolidates, 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. 

                              DISSOLUTION 
    Sec. 94.  [317A.701] [METHODS OF DISSOLUTION.] 
    (a) Subject to section 118, a corporation may be dissolved: 
    (1) by the incorporators under section 95; 
    (2) by the board and members with voting rights under 
sections 96 to 103; or 
    (3) by order of a court under sections 105 to 111.  
    (b) A corporation also may be dissolved by the secretary of 
state under section 123.  
    Sec. 95.  [317A.711] [VOLUNTARY DISSOLUTION BY 
INCORPORATORS.] 
    Subdivision 1.  [MANNER.] If the first board of directors 
has not been named in the articles, designated or appointed 
pursuant to the articles, or elected under section 25, a 
corporation may be dissolved by the incorporators as provided in 
this section. 
    Subd. 2.  [ARTICLES OF DISSOLUTION.] (a) A majority of the 
incorporators shall sign articles of dissolution containing: 
    (1) the name of the corporation; 
    (2) the date of incorporation; 
    (3) a statement that the first board of directors has not 
been named in the articles, designated or appointed pursuant to 
the articles, or elected at an organizational meeting; 
    (4) a statement that no debts remain unpaid; and 
    (5) if applicable, a statement that notice to the attorney 
general required by section 118 has been given and the waiting 
period has expired or has been waived by the attorney general.  
    (b) The articles of dissolution must be filed with the 
secretary of state.  
    Subd. 3.  [EFFECTIVE DATE.] When the articles of 
dissolution have been filed with the secretary of state, the 
corporation is dissolved.  
    Subd. 4.  [CERTIFICATE.] The secretary of state shall issue 
to the dissolved corporation a certificate of dissolution that 
contains:  
    (1) the name of the corporation; 
    (2) the date and time the articles of dissolution were 
filed with the secretary of state; and 
    (3) a statement that the corporation is dissolved.  
    Sec. 96.  [317A.721] [VOLUNTARY DISSOLUTION BY BOARD AND 
MEMBERS WITH VOTING RIGHTS.] 
    Subdivision 1.  [MANNER.] A corporation may be dissolved by 
the board and members with voting rights as provided in this 
section. 
    Subd. 2.  [APPROVAL BY BOARD; PLAN OF DISSOLUTION.] The 
board shall adopt a resolution proposing dissolution of the 
corporation by the affirmative vote of a majority of all 
directors.  The resolution must include a plan of dissolution 
that states to whom the assets owned or held by the corporation 
will be distributed after creditors are paid.  The plan must 
comply with the requirements of section 104.  If the board will 
have discretion in distributing assets, the plan must state that 
the assets will be distributed to persons the board subsequently 
identifies.  If there are members with voting rights, the 
resolution and plan of dissolution must be submitted to the 
members under subdivision 3. 
    Subd. 3.  [APPROVAL BY MEMBERS WITH VOTING RIGHTS.] (a) 
Written notice must be given to each member with voting rights, 
within the time and in the manner provided in section 67 for 
notice of meetings of members and, whether the meeting is a 
regular or a special meeting, must state that a purpose of the 
meeting is to consider dissolving the corporation.  
    (b) The proposed dissolution must be submitted for approval 
at a meeting of members.  If the proposed dissolution is 
approved by the members, the dissolution must be started. 
    Sec. 97.  [317A.723] [FILING NOTICE OF INTENT TO DISSOLVE; 
EFFECT.] 
    Subdivision 1.  [CONTENTS.] If dissolution of the 
corporation is approved under section 96, the corporation shall 
file with the secretary of state a notice of intent to 
dissolve.  The notice must contain:  
    (1) the name of the corporation; 
    (2) the date and place of the meeting at which the 
resolution was approved by the board under section 96, 
subdivision 2, and by the members under section 96, subdivision 
3, if applicable; and 
    (3) a statement that the requisite approval of the 
directors and members was received. 
    If applicable, the corporation also shall notify the 
attorney general under section 118.  
    Subd. 2.  [WINDING UP.] When the notice of intent to 
dissolve has been filed with the secretary of state and subject 
to section 102, the corporation may not carry on its activities, 
except to the extent necessary for the winding up of the 
corporation.  The board and members with voting rights have the 
right to revoke the dissolution proceedings under section 102 
and the members with voting rights have the right to remove 
directors or fill vacancies on the board.  The corporate 
existence continues to the extent necessary to wind up the 
affairs of the corporation until the dissolution proceedings are 
revoked or articles of dissolution are filed with the secretary 
of state.  
    Subd. 3.  [REMEDIES CONTINUED.] The filing with the 
secretary of state of a notice of intent to dissolve does not 
affect a remedy in favor of the corporation or a remedy against 
it or its directors, officers, or members in those capacities, 
except as provided in section 113.  
    Sec. 98.  [317A.725] [PROCEDURE IN DISSOLUTION.] 
    Subdivision 1.  [COLLECTION; PAYMENT.] When a notice of 
intent to dissolve has been filed with the secretary of state, 
the board, or the officers acting under the direction of the 
board, shall proceed as soon as possible: 
    (1) to collect or make provision for the collection of 
debts due or owing to the corporation; and 
    (2) to pay or make provision for the payment of debts, 
obligations, and liabilities of the corporation according to 
their priorities. 
    Subd. 2.  [TRANSFER OF ASSETS.] Notwithstanding section 92, 
when a notice of intent to dissolve has been filed with the 
secretary of state, the directors may sell, lease, transfer, or 
otherwise dispose of all or substantially all of the property 
and assets of a dissolving corporation without a vote of the 
members, subject to sections 93 and 118.  
    Subd. 3.  [DISTRIBUTION OF ASSETS.] Tangible or intangible 
property, including money, remaining after the discharge of the 
debts, obligations, and liabilities of the corporation must be 
distributed under section 104.  
    Sec. 99.  [317A.727] [NOTICE TO CREDITORS AND CLAIMANTS.] 
    Subdivision 1.  [WHEN PERMITTED; HOW GIVEN.] When a notice 
of intent to dissolve has been filed with the secretary of state 
and the attorney general, if applicable, the corporation may 
give notice of the filing to each creditor of and claimant 
against the corporation known or unknown, present or future, and 
contingent or noncontingent.  If notice to creditors and 
claimants is given, it must be given by publishing the notice 
once each week for four successive weeks in a legal newspaper in 
the county where the registered office of the corporation is 
located and by giving written notice to known creditors and 
claimants under section 2, subdivision 14.  
    Subd. 2.  [CONTENTS.] The notice to creditors and claimants 
must contain:  
    (1) a statement that the corporation is in the process of 
dissolving; 
    (2) a statement that the corporation has filed a notice of 
intent to dissolve with the secretary of state; 
    (3) the date of filing the notice of intent to dissolve; 
    (4) the address of the office to which written claims 
against the corporation must be presented; and 
    (5) the date by which the claims must be received, which is 
the later of 90 days after published notice or, with respect to 
a particular known creditor or claimant, 90 days after the date 
on which written notice is given to that creditor or claimant.  
Published notice is considered given on the date of first 
publication for determining this date.  
    Sec. 100.  [317A.729] [CLAIMS IN DISSOLUTION.] 
    If the corporation gives notice to creditors and claimants 
under section 99:  
    (1) the corporation has 30 days from the receipt of each 
claim filed according to the procedures set forth by the 
corporation on or before the date set forth in the notice to 
accept or reject the claim by giving written notice to the 
person submitting it, a claim not expressly rejected in this 
manner is considered accepted; and 
    (2) a creditor or claimant to whom notice is given and 
whose claim is rejected by the corporation has 60 days from the 
date of rejection, or 180 days from the date the corporation 
filed the notice of intent to dissolve with the secretary of 
state, or 90 days after the date on which notice was given to 
the creditor or claimant, whichever is longer, to pursue other 
remedies with respect to the claim.  
    Sec. 101.  [317A.730] [STATUTE OF LIMITATIONS.] 
    Subdivision 1.  [CORPORATIONS THAT GIVE NOTICE.] If the 
corporation gives notice to creditors and claimants under 
section 99:  
    (1) the claim of a creditor or claimant to whom notice is 
given who fails to file a claim according to the procedures set 
forth by the corporation on or before the date set forth in the 
notice is subject to section 113; and 
    (2) the claim of a creditor or claimant that is rejected by 
the corporation under section 100 is subject to section 113 if 
the creditor or claimant does not begin legal, administrative, 
or arbitration proceedings with respect to the claim during the 
period set forth in section 100, clause 2. 
    Subd. 2.  [OTHER CORPORATIONS.] If the corporation does not 
give notice to creditors and claimants under section 99, the 
claim of a creditor or claimant who does not begin legal, 
administrative, or arbitration proceedings concerning the claim 
within two years after the date of filing the notice of intent 
to dissolve is subject to section 113.  
    Sec. 102.  [317A.731] [REVOCATION OF DISSOLUTION 
PROCEEDINGS.] 
    Subdivision 1.  [GENERALLY.] Dissolution proceedings begun 
under section 96 may be revoked before the articles of 
dissolution are filed as provided in this section.  
    Subd. 2.  [REVOCATION BY BOARD.] The board may adopt a 
resolution revoking the proposed dissolution by the affirmative 
vote of a majority of all directors.  If there are members with 
voting rights, the resolution must be submitted to the members 
under subdivision 3. 
    Subd. 3.  [APPROVAL BY MEMBERS WITH VOTING RIGHTS.] Written 
notice must be given to the members with voting rights within 
the time and in the manner provided in section 67 for notice of 
meetings of members and must state that a purpose of the meeting 
is to consider the advisability of revoking the dissolution 
proceedings.  The proposed revocation must be submitted to the 
members at the meeting.  If the proposed revocation is approved 
by the members with voting rights, the dissolution proceedings 
are revoked. 
    Subd. 4.  [EFFECTIVE DATE; EFFECT.] Revocation of 
dissolution proceedings is effective when a notice of revocation 
is filed with the secretary of state.  After the notice is 
filed, the corporation may resume business.  If notice to the 
attorney general has been given under section 118, the notice of 
revocation also must be given to the attorney general on or 
before the time that it is filed with the secretary of state.  
    Sec. 103.  [317A.733] [ARTICLES OF DISSOLUTION; CERTIFICATE 
OF DISSOLUTION; EFFECT.] 
    Subdivision 1.  [ARTICLES; WHEN FILED.] Articles of 
dissolution for a corporation dissolving under section 96 must 
be filed with the secretary of state after compliance with 
section 118, if applicable, and:  
    (1) the payment of claims of known creditors and claimants 
has been made or provided for; 
    (2) if the corporation has given notice to creditors and 
claimants in the manner provided in section 99:  (i) the 90-day 
period in section 99, subdivision 2, clause (4), has expired and 
the payment of claims of the creditors and claimants filing a 
claim within that period has been made or provided for; or (ii) 
the longer of the periods described in section 100, clause (2), 
has expired; or, in all other cases; 
    (3) the two-year period described in section 101 has 
expired.  
    Subd. 2.  [CONTENTS OF ARTICLES.] The articles of 
dissolution must state:  
    (a)(1) whether notice has been given to the creditors and 
claimants of the corporation in the manner provided in section 
99 and, if notice has been given, the last date on which the 
notice was given and:  (i) that the payment of the creditors and 
claimants filing a claim within the 90-day period set forth in 
section 99, subdivision 2, clause (4), has been made or provided 
for; or (ii) the date on which the longer of the periods 
described in section 100, clause (2), expired; or 
    (2) if notice was not given and articles of dissolution are 
being filed under subdivision 1, clause (1), that the debts, 
obligations, and liabilities of the corporation have been paid 
and discharged or that adequate provisions have been made for 
them; 
    (b) that the remaining assets of the corporation have been 
distributed under section 104 or that adequate provision has 
been made for the distribution; 
    (c) that there are no pending legal, administrative, or 
arbitration proceedings by or against the corporation, or that 
adequate provision has been made for the satisfaction of a 
judgment, order, or decree that may be entered against it in a 
pending proceeding; and 
    (d) if applicable, that notice to the attorney general 
required by section 118 has been given and the waiting period 
has expired or has been waived by the attorney general.  
    Subd. 3.  [EFFECTIVE DATE.] When the articles of 
dissolution have been filed with the secretary of state, the 
corporation is dissolved.  
    Subd. 4.  [CERTIFICATE.] The secretary of state shall issue 
to the dissolved corporation a certificate of dissolution that 
contains:  
    (1) the name of the corporation; 
    (2) the date and time the articles of dissolution were 
filed with the secretary of state; and 
    (3) a statement that the corporation is dissolved.  
    Sec. 104.  [317A.735] [DISTRIBUTION OF ASSETS.] 
    Subdivision 1.  [GENERAL.] In performing their duties under 
section 98, the board, or the officers acting under the 
direction of the board, shall distribute the assets of the 
corporation in the following order of priority: 
     (1) distribution of assets held under a special condition 
or limit under subdivision 2; 
    (2) payment of costs and expenses of the dissolution 
proceedings, including attorney fees and disbursements; 
    (3) payment of debts, obligations, and liabilities of the 
corporation; 
    (4) distribution of assets pursuant to articles or bylaws 
of the dissolving corporation or the rules or canons of another 
organization under subdivision 3; and 
    (5) distribution of remaining assets under subdivision 4. 
    Subd. 2.  [SPECIAL CONDITIONS.] Assets held by the 
corporation upon condition or subject to an executory or special 
limitation, if the condition or limitation occurs by reason of 
the dissolution of the corporation, must revert, be returned, 
transferred, or conveyed in accordance with the condition or 
limitation. 
    Subd. 3.  [ARTICLES, BYLAWS, OR ANOTHER 
ORGANIZATION.] Where the articles or bylaws of the dissolving 
corporation, or the rules or canons of another organization by 
which the dissolving corporation is bound, provide for a 
particular distribution of the assets of the dissolving 
corporation, the assets must be distributed accordingly. 
    Subd. 4.  [REMAINDER.] The distribution of assets held for 
or devoted to a charitable or public use or purpose is subject 
to section 501.12.  
    Sec. 105.  [317A.741] [SUPERVISED VOLUNTARY DISSOLUTION.] 
    After the notice of intent to dissolve has been filed with 
the secretary of state and before a certificate of dissolution 
has been issued, the corporation, the attorney general, or, for 
good cause, a creditor or at least 50 members with voting rights 
or ten percent of the members with voting rights, whichever is 
less, may apply to a court within the county in which the 
registered office of the corporation is located to have the 
dissolution conducted or continued under the supervision of the 
court under sections 106 to 111.  
    Sec. 106.  [317A.751] [JUDICIAL INTERVENTION; EQUITABLE 
REMEDIES OR DISSOLUTION.] 
    Subdivision 1.  [GENERAL; WHEN PERMITTED.] A court may 
grant equitable relief it considers just and reasonable in the 
circumstances or may dissolve a corporation and liquidate its 
assets and business as provided in this section.  
    Subd. 2.  [SUPERVISED VOLUNTARY DISSOLUTION.] A court may 
grant equitable relief in a supervised voluntary dissolution 
under section 105.  
    Subd. 3.  [ACTION BY MEMBERS WITH VOTING RIGHTS.] A court 
may grant equitable relief in an action by at least 50 members 
with voting rights or ten percent of the members with voting 
rights, whichever is less, when it is established that:  
    (1) the directors or the persons having the authority 
otherwise vested in the board are deadlocked in the management 
of the corporate affairs, the members cannot break the deadlock, 
and the corporation or the parties have not provided for a 
procedure to resolve the dispute; 
    (2) the directors or those in control of the corporation 
have acted fraudulently, illegally, or in a manner unfairly 
prejudicial toward one or more members in their capacities as 
members, directors, or officers; 
    (3) the members of the corporation are so divided in voting 
power that, for a period that includes the time when two 
consecutive regular meetings were held, they have failed to 
elect successors to directors whose terms have expired or would 
have expired upon the election and qualification of their 
successors; 
    (4) the corporate assets are being misapplied or wasted; or 
    (5) the period of duration as provided in the articles has 
expired and has not been extended as provided in section 116. 
    Subd. 4.  [ACTION BY CREDITOR.] A court may grant equitable 
relief in an action by a creditor when:  
    (1) the claim of the creditor has been reduced to judgment 
and an execution on it has been returned unsatisfied; or 
    (2) the corporation has admitted in writing that the claim 
of the creditor is due and owing and it is established that the 
corporation cannot pay its debts in the ordinary course of its 
activities.  
    Subd. 5.  [ACTION BY ATTORNEY GENERAL.] A court may grant 
equitable relief in an action by the attorney general when it is 
established that:  
    (1) the articles and certificate of incorporation were 
obtained through fraud; 
    (2) the corporation should not have been formed under this 
chapter; 
    (3) the corporation failed to comply with the requirements 
of sections 3 to 21 essential to incorporation under or election 
to become governed by this chapter; 
    (4) the corporation has flagrantly violated a provision of 
this chapter, has violated a provision of this chapter more than 
once, or has violated more than one provision of this chapter; 
    (5) the corporation has engaged in an unauthorized act, 
contract, conveyance, or transfer or has exceeded its powers; 
    (6) the corporation has acted, or failed to act, in a 
manner that constitutes surrender or abandonment of the 
corporate purpose, franchise, privileges, or enterprise; 
    (7) the corporation has liabilities and obligations 
exceeding the corporate assets; 
    (8) the period of corporate existence has ended without 
extension; 
    (9) the corporation has failed for a period of 90 days to 
pay fees, charges, or penalties required by this chapter; 
    (10) the corporation has failed for a period of 30 days 
after changing its registered office to file with the secretary 
of state a statement of the change; 
    (11) the corporation has answered falsely or failed to 
answer a reasonable written interrogatory from the secretary of 
state, the attorney general, the commissioner of human services, 
commissioner of commerce, or commissioner of revenue, to the 
corporation, its officers, or directors; 
    (12) the corporation has solicited property and has failed 
to use it for the purpose solicited; or 
    (13) the corporation has fraudulently used or solicited 
property.  
    Subd. 6.  [CONDITION OF CORPORATION.] In determining 
whether to order equitable relief or dissolution under this 
section, the court shall consider the financial condition of the 
corporation but may not refuse to order equitable relief or 
dissolution solely on the ground that the corporation is solvent.
    Subd. 7.  [DISSOLUTION AS REMEDY.] In deciding whether to 
order dissolution, the court shall consider whether lesser 
relief suggested by one or more parties, such as any form of 
equitable relief or a partial liquidation, would be adequate to 
permanently relieve the circumstances established under 
subdivision 3, 4, or 5.  Lesser relief may be ordered if it 
would be appropriate under the facts and circumstances of the 
case. 
    Subd. 8.  [EXPENSES.] If the court finds that a party to a 
proceeding brought under this section has acted arbitrarily, 
vexatiously, or otherwise not in good faith, it may award 
reasonable expenses, including attorneys fees and disbursements, 
to any of the other parties.  
    Subd. 9.  [VENUE; PARTIES.] Proceedings under this section 
must be brought in a court within the county in which the 
registered office of the corporation is located.  It is not 
necessary to make members parties to the action or proceeding 
unless relief is sought against them personally. 
    Sec. 107.  [317A.753] [PROCEDURE IN INVOLUNTARY OR 
SUPERVISED VOLUNTARY DISSOLUTION.] 
    Subdivision 1.  [ACTION BEFORE HEARING.] In dissolution 
proceedings the court may issue injunctions, appoint receivers 
with powers and duties the court directs, take other actions 
required to preserve the corporate assets wherever located, and 
carry on the business of the corporation until a full hearing 
can be held.  
    Subd. 2.  [NOTICE TO ATTORNEY GENERAL; INTERVENTION.] When 
a proceeding involving a corporation described in section 118, 
subdivision 1, is begun, the court shall order that a copy of 
the petition be served on the attorney general.  In all 
proceedings under this section, the attorney general has a right 
to participate as a party. 
    Subd. 3.  [ACTION AFTER HEARING.] After a full hearing has 
been held, upon whatever notice the court directs to be given to 
the parties to the proceedings and to other parties in interest 
designated by the court, the court may appoint a receiver to 
collect the corporate assets.  A receiver has authority, subject 
to the order of the court, to continue the business of the 
corporation and to sell, lease, transfer, or otherwise dispose 
of all or any of the assets of the corporation at a public or 
private sale.  
    Subd. 4.  [DISCHARGE OF OBLIGATIONS.] The assets of the 
corporation or the proceeds resulting from a sale, lease, 
transfer, or other disposition must be applied in the following 
order of priority to the payment and discharge of:  
    (1) the costs and expenses of the dissolution proceedings, 
including attorneys fees and disbursements; 
    (2) debts, taxes, and assessments due the United States, 
the state of Minnesota and their subdivisions, and other states 
and their subdivisions, in that order; 
    (3) claims duly proved and allowed to employees under the 
workers' compensation act, provided that claims under this 
clause are not allowed if the corporation carried workers' 
compensation insurance, as provided by law, at the time the 
injury was sustained; 
    (4) claims, including the value of compensation paid in a 
medium other than money, duly proved and allowed to employees 
for services performed within three months preceding the 
appointment of the receiver, if any; and 
    (5) other claims duly proved and allowed.  
    Subd. 5.  [REMAINDER.] After payment of the expenses of 
receivership and claims of creditors duly proved, the remaining 
assets, if any, must be distributed as provided in section 104.  
    Sec. 108.  [317A.755] [QUALIFICATIONS OF RECEIVERS; 
POWERS.] 
    Subdivision 1.  [QUALIFICATIONS.] A receiver must be a 
natural person or a domestic corporation or a foreign 
corporation authorized to transact business in this state.  A 
receiver shall give bond as directed by the court with the 
sureties required by the court.  
    Subd. 2.  [POWERS.] A receiver may sue and defend in courts 
as receiver of the corporation.  The court appointing the 
receiver has exclusive jurisdiction of the corporation and its 
property.  
    Sec. 109.  [317A.759] [FILING CLAIMS IN PROCEEDINGS TO 
DISSOLVE.] 
    Subdivision 1.  [FILING MAY BE REQUIRED.] In a proceeding 
under section 106 to dissolve a corporation, the court may 
require creditors and claimants of the corporation to file their 
claims under oath with the court administrator or with the 
receiver in a form prescribed by the court.  
    Subd. 2.  [DATE; CLAIMS BARRED.] If the court requires the 
filing of claims, it shall fix a date, which may not be less 
than 120 days from the date of the order, as the last day for 
the filing of claims, and shall prescribe the notice of the 
fixed date that must be given to creditors and claimants.  
Before the fixed date, the court may extend the time for filing 
claims.  Creditors and claimants failing to file claims on or 
before the fixed date may be barred, by order of court, from 
claiming an interest in or receiving payment out of the assets 
of the corporation.  
    Sec. 110.  [317A.763] [DECREE OF DISSOLUTION.] 
    Subdivision 1.  [PROCEDURE; WHEN ENTERED.] In an 
involuntary or supervised voluntary dissolution, the court shall 
provide for the discharge of obligations and the distribution of 
the assets as set forth in section 107, subdivision 4, and shall 
enter a decree dissolving the corporation. 
    Subd. 2.  [EFFECTIVE DATE.] When the decree dissolving the 
corporation has been entered, the corporation is dissolved.  
    Sec. 111.  [317A.765] [FILING DECREE.] 
    After the court enters a decree dissolving a corporation, 
the court administrator shall cause a certified copy of the 
decree to be filed with the secretary of state.  The secretary 
of state may not charge a fee for filing the decree.  
    Sec. 112.  [317A.771] [DEPOSIT WITH STATE TREASURER OF 
AMOUNT DUE CERTAIN PERSONS.] 
    Upon dissolution of a corporation, the part of the assets 
distributable to a person who is unknown or cannot be found, or 
who is under disability, if there is no person legally competent 
to receive it, must be reduced to money and deposited with the 
state treasurer.  The amount deposited is appropriated to the 
state treasurer and must be paid over to the person, upon proof 
satisfactory to the state treasurer of a right to payment.  
    Sec. 113.  [317A.781] [CLAIMS BARRED; EXCEPTIONS.] 
    Subdivision 1.  [CLAIMS BARRED.] A person who is or becomes 
a creditor or claimant at any time before, during, or following 
the conclusion of dissolution proceedings, who does not file a 
claim or pursue a remedy in a legal, administrative, or 
arbitration proceeding within the time provided in section 101, 
105, 106, or 109, or has not begun a legal, administrative, or 
arbitration proceeding before the beginning of the dissolution 
proceedings, and a person claiming through or under the creditor 
or claimant, is barred from suing on that claim or otherwise 
realizing upon or enforcing it, except as provided in this 
section.  
    Subd. 2.  [CLAIMS REOPENED.] Within one year after articles 
of dissolution have been filed with the secretary of state under 
section 103, subdivision 1, clause (1) or (2), or a decree of 
dissolution has been entered, a creditor or claimant who shows 
good cause for not having previously filed the claim may apply 
to a court in this state to allow a claim against the 
corporation to the extent of undistributed assets. 
    Subd. 3.  [CLAIMS PERMITTED.] Debts, obligations, and 
liabilities incurred during dissolution proceedings must be paid 
or provided for by the corporation before the distribution of 
assets under section 104.  A person to whom this kind of debt, 
obligation, or liability is owed but not paid may pursue any 
remedy against the officers or directors of the corporation 
before the expiration of the applicable statute of limitations.  
This subdivision does not apply to dissolution under the 
supervision or order of a court.  
    Sec. 114.  [317A.783] [RIGHT TO SUE OR DEFEND AFTER 
DISSOLUTION.] 
    After a corporation has been dissolved, its former 
officers, directors, or members with voting rights may assert or 
defend, in the name of the corporation, a claim by or against 
the corporation. 
    Sec. 115.  [317A.791] [OMITTED ASSETS.] 
    Title to assets remaining after payment of the debts, 
obligations, or liabilities and after distributions may be 
transferred by a court in this state.  

                               EXTENSION 
    Sec. 116.  [317A.801] [EXTENSION AFTER DURATION EXPIRED.] 
    Subdivision 1.  [EXTENSION BY AMENDMENT.] A corporation 
whose period of duration provided in the articles has expired 
and that has continued to operate despite that expiration may 
reinstate its articles and extend the period of corporate 
duration, including making the duration perpetual, after the 
date of expiration by filing an amendment to the articles as set 
forth in this section.  
    Subd. 2.  [CONTENTS OF AMENDMENT.] An amendment to the 
articles must be approved by the board of directors and must 
include:  
    (1) the date the period of duration expired under the 
articles; 
    (2) a statement that the period of duration will be 
perpetual or, if a shorter period is to be provided, the date to 
which the period of duration is extended; and 
    (3) a statement that the corporation has been in continuous 
operation since before the date of expiration of its original 
period of duration.  
    Subd. 3.  [APPROVAL BY MEMBERS WITH VOTING RIGHTS.] If the 
corporation has members with voting rights, the amendment to the 
articles must be presented, after notice, to a meeting of those 
members.  The amendment is adopted when approved by the members 
with voting rights under section 17.  
    Subd. 4.  [FILING.] Articles of amendment conforming to 
section 10 must be filed with the secretary of state.  
    Sec. 117.  [317A.805] [EFFECT OF EXTENSION.] 
    Filing with the secretary of state of articles of amendment 
extending the period of duration of a corporation:  
    (1) relates back to the date of expiration of the original 
period of duration of the corporation as provided in the 
articles; 
    (2) validates contracts or other acts within the authority 
of the articles, and the corporation is liable for those 
contracts or acts; and 
    (3) restores to the corporation the assets and rights of 
the corporation to the extent they were held by the corporation 
before expiration of its original period of duration, except 
those sold or otherwise distributed after that time.  

                            ATTORNEY GENERAL 
    Sec. 118.  [317A.811] [NOTICE TO ATTORNEY GENERAL; WAITING 
PERIOD.] 
    Subdivision 1.  [WHEN REQUIRED.] 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 public or 
charitable purpose; or 
    (2) a corporation that is recognized as exempt under 
section 501(c)(3) of the Internal Revenue Code of 1986, or any 
successor section.  
    The notice must include the plan of dissolution, merger or 
consolidation, or, in the case of a transfer of assets under 
section 92, a list of the persons to whom the assets will be 
transferred and the terms and conditions of the transfer.  
    Subd. 2.  [RESTRICTION ON TRANSFERS.] 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 92 until 45 
days after it has given written notice to the attorney general, 
unless the attorney general waives all or part of the waiting 
period.  
    Subd. 3.  [EXTENSION OF WAITING PERIOD.] The attorney 
general may extend the waiting period under subdivision 2 for 
one additional 30-day period by notifying the corporation in 
writing of the extension.  The attorney general shall notify the 
secretary of state if the waiting period is extended. 
    Subd. 4.  [NOTICE AFTER TRANSFER.] When all or 
substantially all of the assets of a corporation described in 
subdivision 1 have been transferred or conveyed following 
approval by the attorney general, the board shall deliver to the 
attorney general a list of persons to whom the assets were 
transferred or conveyed.  The list must include the addresses of 
each person who received assets and show what assets the person 
received. 
    Subd. 5.  [EFFECT.] Failure of the attorney general to take 
an action with respect to a transaction under this section does 
not constitute approval of the transaction and does not prevent 
the attorney general from taking other action. 
     Subd. 6.  [EXCEPTION.] Subdivisions 1 to 4 do not apply to 
a merger with, consolidation into, or transfer of assets to a 
corporation described in subdivision 1, clause (2), or to a 
transfer of assets to an organization recognized as 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. 
    Sec. 119.  [317A.813] [REMEDIAL POWERS OF ATTORNEY 
GENERAL.] 
    The attorney general has the powers in sections 8.31, 
501.78, and 501.79 to supervise and investigate corporations 
under this chapter and to bring proceedings to secure compliance.

                         CORPORATE REGISTRATION 
    Sec. 120.  [317A.821] [INITIAL CORPORATE REGISTRATION WITH 
SECRETARY OF STATE.] 
    Subdivision 1.  [NOTICE FROM SECRETARY OF STATE; 
REGISTRATION REQUIRED.] (a) Before February 1, 1990, the 
secretary of state shall mail a corporate registration form by 
first-class mail to each corporation at its last registered 
office address listed in the records of the secretary of state.  
The form must include the exact legal corporate name and 
registered office address currently on file with the secretary 
of state. 
    (b) A corporation that is subject to chapter 317 shall file 
an initial corporate registration with the secretary of state 
between January 1, 1990, and December 31, 1990.  The 
registration must include the exact legal corporate name and 
registered office address of the corporation and must be signed 
by an authorized person.  If the current registered office 
address listed in the records of the secretary of state is not 
in compliance with section 2, subdivision 2, or if the 
corporation has changed its registered office address to an 
address other than that listed with the secretary of state, the 
corporation shall list a new registered office address that 
complies with section 2, subdivision 2, on the registration 
form.  A fee of $25 must be paid for filing the registered 
office address change.  The new registered office address must 
have been approved by the board.  
    Subd. 2.  [LOSS OF GOOD STANDING; CORPORATE NAME.] A 
corporation that does not file the initial corporate 
registration required under subdivision 1 with the secretary of 
state on or before December 31, 1990, loses its good standing.  
To regain its good standing, the corporation must file the 
initial corporate registration.  If a corporation loses its good 
standing under this subdivision, its corporate name or a 
deceptively similar name may be registered after January 1, 
1992, by another person before the corporation regains its good 
standing.  If the name or a deceptively similar name has been 
registered by another person, the corporation may not file its 
initial corporate registration and regain its good standing 
unless it obtains the consent of the other person as provided in 
section 12, subdivision 2, or adopts a new corporate name that 
complies with section 12. 
    Subd. 3.  [DISSOLUTION; EXTENSION.] If a corporation fails 
to regain its good standing under subdivision 2 on or before 
December 31, 2000, the corporation is dissolved under section 
123.  After December 31, 2000, the corporate existence of a 
corporation dissolved under this subdivision may be extended by 
filing the initial corporate registration with the secretary of 
state and payment of a $1,000 fee.  The extension relates back 
to December 31, 2000.  
    Subd. 4.  [IMMEDIATE DISSOLUTION.] As part of the initial 
registration process under this section, a corporation may elect 
to dissolve immediately if the corporation has assets valued at 
$1,000 or less.  The corporation must state that it wishes to be 
dissolved on the initial registration form and must state that 
it has assets valued at $1,000 or less and that any assets will 
be disposed of in accordance with section 104.  Section 118 does 
not apply to dissolutions under this subdivision.  
    Sec. 121.  [317A.823] [ANNUAL CORPORATE REGISTRATION.] 
    Subdivision 1.  [NOTICE FROM SECRETARY OF STATE; 
REGISTRATION REQUIRED.] (a) Before February 1 of each year, the 
secretary of state shall mail a corporate registration form by 
first-class mail to each corporation that incorporated or filed 
a corporate registration during either of the previous two 
calendar years at its last registered office address listed on 
the records of the secretary of state.  The form must include 
the exact legal corporate name and registered office address 
currently on file with the secretary of state.  
    (b) A corporation shall file a corporate registration with 
the secretary of state once each calendar year.  The 
registration must include the exact legal corporate name and 
registered office address of the corporation and must be signed 
by an authorized person.  If the corporation has changed its 
registered office address to an address other than that listed 
on the records of the secretary of state, the corporation shall 
list the new registered office address on the registration 
form.  A fee of $25 must be paid for filing the registered 
office address change.  The new address must comply with section 
2, subdivision 2, and must have been approved by the board.  
    Subd. 2.  [LOSS OF GOOD STANDING; CORPORATE NAME.] A 
corporation that files an initial corporate registration under 
section 120 or that is incorporated on or after January 1, 1990, 
and that does not file a corporate registration during a 
calendar year loses its good standing after December 31 of that 
year.  To regain its good standing, the corporation must file 
the annual corporate registration and pay a $25 fee.  If a 
corporation loses its good standing under this subdivision, its 
corporate name or a deceptively similar name may be registered 
by another person before the corporation regains its good 
standing.  If the name or a deceptively similar name has been 
registered by another person, the corporation may not file its 
corporate registration and regain its good standing unless it 
obtains the consent of the other person as provided in section 
12, subdivision 2, or adopts a new corporate name that complies 
with section 12.  
    Subd. 3.  [NOTICE; DISSOLUTION.] If a corporation fails to 
file a report required under this section for two consecutive 
calendar years, the secretary of state shall give notice to the 
corporation by first-class mail at its registered office that it 
has violated this section and is subject to dissolution under 
section 123 if the delinquent registrations are not filed with a 
$25 fee within 60 days after the mailing of the notice.  A 
corporation that fails to file the delinquent annual 
registrations within the 60 days is dissolved under section 123. 
    Sec. 122.  [317A.825] [ACCEPTANCE OF REGISTRATION BY 
SECRETARY OF STATE.] 
    The secretary of state may accept a registration under 
section 120 or 121 if the information on the registration is in 
substantial compliance with these sections, even if the 
information on the registration is not identical to equivalent 
information in the records of the secretary of state. 
    Sec. 123.  [317A.827] [ADMINISTRATIVE DISSOLUTION.] 
    Subdivision 1.  [PROCEDURE.] If a corporation requests 
dissolution as part of the initial registration under section 
120, if it fails to file the initial registration by December 
31, 2000, or if it fails to file the delinquent registrations 
before expiration of the 60-day period in section 121, 
subdivision 3, the secretary of state shall immediately issue a 
certificate of dissolution and file a copy in the office of the 
secretary of state.  If the corporation is dissolved for failure 
to file a registration, the secretary of state shall issue a 
certificate of involuntary dissolution.  The secretary of state 
shall send the original certificate and a notice that the 
corporation has been dissolved to the registered office of the 
corporation.  The secretary of state shall annually inform the 
attorney general of the names of corporations dissolved under 
this section during the previous year and indicate whether the 
dissolution was voluntary or involuntary.  A corporation 
dissolved under this section is not entitled to the benefits of 
section 113, subdivision 1. 
     Subd. 2.  [ATTORNEY GENERAL POWERS CONTINUED.] A 
corporation dissolved under this section continues for three 
years after the dissolution date for the sole purpose of 
supervision, investigation, and other actions by the attorney 
general under sections 8.31, 501.78, and 501.79.  

                      ACTIONS AGAINST CORPORATIONS 
    Sec. 124.  [317A.901] [SERVICE OF PROCESS ON CORPORATION.] 
    Subdivision 1.  [WHO MAY BE SERVED.] A process, notice, or 
demand required or permitted by law to be served upon a 
corporation may be served upon the registered agent, if any, of 
the corporation named in the articles, upon an officer of the 
corporation, or upon the secretary of state as provided in this 
section.  
    Subd. 2.  [SERVICE ON SECRETARY OF STATE; WHEN PERMITTED.] 
If a corporation has appointed and maintained a registered agent 
in this state but its registered agent or an officer of the 
corporation cannot be found at the registered office, or if a 
corporation fails to appoint or maintain a registered agent in 
this state and an officer of the corporation cannot be found at 
the registered office, then the secretary of state is the agent 
of the corporation upon whom the process, notice, or demand may 
be served.  The return of the sheriff, or the affidavit of a 
person not a party, that no registered agent or officer can be 
found at the registered office in a county is conclusive 
evidence that the corporation has no registered agent or officer 
at its registered office.  Service on the secretary of state of 
a process, notice, or demand is personal service upon the 
corporation and must be made by filing with the secretary of 
state duplicate copies of the process, notice, or demand.  The 
secretary of state shall immediately forward, by certified mail, 
addressed to the corporation at its registered office, a copy of 
the process, notice, or demand.  Service on the secretary of 
state is returnable in not less than 30 days notwithstanding a 
shorter period named in the process, notice, or demand.  
    Subd. 3.  [RECORD OF SERVICE.] The secretary of state shall 
maintain at its office a record of processes, notices, and 
demands served upon the secretary of state under this section, 
including the date and time of service and the action taken with 
reference to it.  
    Subd. 4.  [OTHER METHODS OF SERVICE.] This section does not 
limit the right of a person to serve a process, notice, or 
demand required or permitted by law to be served upon a 
corporation in another manner permitted by law.  
    Sec. 125.  [317A.903] [STATE INTERESTED; PROCEEDINGS.] 
    If it appears at any stage of a proceeding in a court in 
this state that the state is, or is likely to be, interested in 
the proceeding, or that it is a matter of general public 
interest, the court shall order that a copy of the complaint or 
petition be served upon the attorney general in the manner 
prescribed for serving a summons in a civil action.  The 
attorney general shall intervene in a proceeding when the 
attorney general determines that the public interest requires 
it, whether or not the attorney general has been served.  

                           SPECIAL PROVISIONS 
    Sec. 126.  [317A.905] [CHAMBERS OF COMMERCE, BOARDS OF 
TRADE, EXCHANGES.] 
    Subdivision 1.  [SPECIAL PURPOSES.] A corporation may be 
formed under this chapter to: 
    (1) acquire and disseminate useful business information; 
    (2) promote equitable principles of trade; or 
    (3) establish, maintain, and enforce uniformity in the 
commercial usages, business transactions, and trade relations in 
the municipality in which it is located.  
    Subd. 2.  [ARBITRATION OF DIFFERENCES.] A corporation, 
formed for a purpose in subdivision 1, may, through its articles 
or bylaws, arbitrate and adjust differences between: 
    (1) the corporation and its members; 
    (2) the members; or 
    (3) a member and a third person who has given written 
consent.  
    The corporation may take testimony, make awards, and 
enforce an award by a fine or by a forfeiture of the membership 
of a person or of the person's other rights or privileges.  
    Subd. 3.  [PUBLIC MARKETS.] A corporation that is a chamber 
of commerce, board of trade, or exchange, and that maintains or 
operates a regular place of business or trading room for members 
only, in which the members buy, sell, or exchange grain, 
livestock, or other farm products for themselves or for others, 
is a public market.  
    Subd. 4.  [ASSOCIATION OR CORPORATION DEFINED.] As used in 
subdivisions 5 and 6, the words "association or corporation" 
include a cooperative corporation or association authorized to 
do business in this state.  
    Subd. 5.  [MEMBERSHIP IN PUBLIC MARKET.] Membership in a 
public market is open to a person, association, or corporation: 
    (1) having a method of business operation or plan of 
organization that does not conflict with a reasonable rule of 
the public market; and 
    (2) desiring to deal or trade in the commodities usually 
dealt in on the public market.  
     Application for membership must be made in the manner 
provided in the articles or bylaws of the public market.  
    Subd. 6.  [RULES AND BYLAWS OF PUBLIC MARKETS.] A public 
market may make reasonable rules, regulations, and bylaws, 
including provisions for membership fees and uniform reasonable 
assessments.  A rule, regulation, or bylaw of a public market is 
unreasonable when it modifies a provision in the articles, 
constitution, or bylaws of an association or corporation, 
governing the distribution of profits to the shareholders or 
members of the association or corporation.  Members of a public 
market shall comply with reasonable rules, regulations, and 
bylaws established by the market.  
    Subd. 7.  [MONOPOLY IN RESTRAINT OF TRADE.] A public market 
is a monopoly in restraint of trade when it: 
    (1) wrongfully or unreasonably refuses to admit or delays 
the admission of an applicant for membership; 
    (2) discriminates, or causes another to discriminate, among 
members; or 
    (3) violates this section.  
    Subd. 8.  [PROSECUTION BY ATTORNEY GENERAL.] When a public 
market is a monopoly in restraint of trade under subdivision 7, 
trading or dealing in it is prohibited, and the attorney general 
shall bring an action to terminate the existence of the 
corporation under section 106, or sue to enjoin further 
operation of the market or further violations of this chapter.  
    Sec. 127.  [317A.907] [CORPORATIONS TO SECURE OR MAINTAIN 
HOMES FOR DEPENDENT CHILDREN.] 
    Subdivision 1.  [PURPOSES.] A corporation may be formed for 
the following purposes: 
    (1) securing homes for orphaned, homeless, abandoned, 
neglected, or mistreated children; or 
    (2) establishing and maintaining homes for those children. 
    Subd. 2.  [CERTIFICATE OF TRUSTWORTHINESS.] When it files 
its articles with the secretary of state, the corporation shall 
file an accompanying certificate of the commissioner of human 
services declaring that the corporation has complied with 
applicable rules of the commissioner of human services governing 
the operation of child caring agencies or child caring 
institutions and is reputable and trustworthy. 
    Subd. 3.  [COMPLY WITH RULES; OPEN BOOKS TO PUBLIC 
INSPECTION.] A corporation formed under subdivision 1 shall: 
    (1) comply with rules established by the commissioner of 
human services to govern its operation; and 
    (2) maintain the financial records of the corporation open 
to public inspection. 
    Subd. 4.  [VISITORIAL POWERS OF COURT.] Upon its own 
motion, or upon application, a court of equity has visitorial 
powers over the corporation, its affairs and officers. 
    Subd. 5.  [LEGAL GUARDIAN.] If the commissioner of human 
services currently certifies that a corporation formed for the 
purpose set out in subdivision 1, clause (1), is a licensed 
child caring agency complying with the rules established by the 
commissioner of human services to govern its operation, the 
corporation has the power to become the guardian of a child in 
the manner prescribed for securing the guardianship of children 
in need of protection or services under chapter 260. 
    Subd. 6.  [EXPENSE REIMBURSEMENT.] (a) An organization, 
association, or society licensed by the commissioner of human 
services may receive payment for expenses related to adoption 
services in an amount that fairly reflects the agency's 
reasonable and necessary expenses of: 
    (1) adoptive counseling, whether or not legal adoption is 
completed; 
    (2) provision of services to children before adoptive 
placement; or 
    (3) the supervision of children in the home until legal 
adoption is completed.  
    Only that part of the expenses may be requested that the 
person seeking to adopt is financially able to meet.  No person 
may be barred from receiving a child for adoption because of 
inability to pay part of the expenses referred to in this 
subdivision.  In addition to other reports as may be required, a 
licensed agency shall file annually with the commissioner of 
human services a full accounting of expense reimbursement 
received under this subdivision, together with the record of the 
services given for which the reimbursement was made.  If the 
person returns the child to the corporation, the person may not 
receive compensation for the care, clothing, or medical expenses 
of the child.  This paragraph does not preclude voluntary 
contributions by an individual or organization.  A pledge by an 
adoption applicant to make a voluntary contribution is voidable 
at the option of the person pledging. 
    (b) No organization, association, or society is eligible to 
receive an expense reimbursement from a person who takes a child 
into the person's home or who adopts a child during the first 12 
months that the organization, association, or society is 
licensed by the commissioner of human services. 
    Subd. 7.  [EXEMPTION OF PROPERTY FROM TAXATION.] A 
corporation formed for one or both of the purposes set out in 
subdivision 1 and personal and real property owned by it are 
exempt from taxation. 
    Sec. 128.  [317A.909] [CORPORATIONS FOR RELIGIOUS 
PURPOSES.] 
    Subdivision 1.  [BENEFITS FOR MEMBERS.] When authorized by 
its members or otherwise, a corporation formed for a religious 
purpose may provide directly or through a church benefits board 
for: 
    (1) support and payment of benefits to its ministers, 
teachers, employees, or functionaries and to the ministers, 
teachers, employees, or functionaries of a nonprofit 
organization affiliated with it or under its jurisdiction; 
    (2) payment of benefits to the surviving spouses, children, 
dependents, or other beneficiaries of the persons named in 
clause (1); 
    (3) collection of contributions and other payments; or 
    (4) creation, maintenance, investment, management, and 
disbursement of necessary endowment, reserve, and other funds 
for these purposes, including a trust fund or corporation that 
funds a "church plan" as defined in section 414(e) of the 
Internal Revenue Code of 1986, as amended through December 31, 
1988.  
    Subd. 2.  [INSURANCE LAWS NOT APPLICABLE.] The insurance 
laws of this state do not apply to the operations of a 
corporation under subdivision 1.  
    Subd. 3.  [PROPERTY EXEMPT FROM TAXATION.] Except for 
property leased or used for profit, personal and real property 
that a religious corporation necessarily uses for a religious 
purpose is exempt from taxation.  
    Subd. 4.  [PEACE OFFICER POWERS.] The governing board of a 
religious corporation may appoint peace officers to keep order 
on its grounds.  The peace officers shall be paid by the 
corporation.  When on duty, these officers have the authority of 
constables.  
    Subd. 5.  [CHURCH BENEFITS BOARD.] A "church benefits 
board" is an organization described in section 414(e)(3)(A) of 
the Internal Revenue Code of 1986, as amended through December 
31, 1988, whether a civil law corporation or otherwise, the 
principal purpose or function of which is the administration or 
funding of a plan or program for the provision of retirement 
benefits or welfare benefits for the employees of a church or a 
convention or association of churches, if the organization is 
controlled by or associated with a church or a convention or 
association of churches. 

                         MISCELLANEOUS SECTIONS 
    Sec. 129.  Minnesota Statutes 1988, section 8.31, 
subdivision 1, is amended to read: 
    Subdivision 1.  [INVESTIGATE OFFENSES AGAINST THE 
PROVISIONS OF CERTAIN DESIGNATED SECTIONS; ASSIST IN 
ENFORCEMENT.] The attorney general shall investigate violations 
of the law of this state respecting unfair, discriminatory, and 
other unlawful practices in business, commerce, or trade, and 
specifically, but not exclusively, the nonprofit corporation act 
(sections 1 to 128), the act against unfair discrimination and 
competition (sections 325D.01 to 325D.08), the unlawful trade 
practices act (sections 325D.09 to 325D.16), the antitrust act 
(sections 325D.49 to 325D.66), section 325F.67 and other laws 
against false or fraudulent advertising, the antidiscrimination 
acts contained in section 325D.67, the act against 
monopolization of food products (section 325D.68), and the 
prevention of consumer fraud act (sections 325F.68 to 325F.70) 
and assist in the enforcement of those laws as in this section 
provided. 
     Sec. 130.  Minnesota Statutes 1988, section 52.09, is 
amended by adding a subdivision to read: 
    Subd. 5.  [ELIMINATION OR LIMITATION OF LIABILITY.] A 
director's personal liability to the credit union or its members 
for monetary damages for breach of fiduciary duty as a director 
may be eliminated or limited in the bylaws.  The bylaws shall 
not eliminate or limit liability of a director: 
    (1) for breach of the director's duty of loyalty to the 
credit union or its members; 
    (2) for acts or omissions not in good faith or that involve 
intentional misconduct or a knowing violation of law; 
    (3) for a transaction from which the director derived an 
improper personal benefit; or 
    (4) for an act or omission occurring prior to the date when 
the provision in the bylaws eliminating or limiting liability 
becomes effective. 
    Sec. 131.  Minnesota Statutes 1988, section 79A.09, 
subdivision 1, is amended to read: 
    Subdivision 1.  [CREATION.] The self-insurers' security 
fund is established as a nonprofit corporation pursuant to the 
Minnesota nonprofit corporation act, sections 317.01 to 317.69 1 
to 128.  If any provision of the Minnesota nonprofit corporation 
act conflicts with any provision of this chapter, the provisions 
of this chapter apply.  Each private self-insurer who is 
self-insured on July 1, 1988, or who becomes self-insured 
thereafter, shall participate as a member in the security fund.  
This participation shall be a condition of maintaining its 
certificate to self-insure. 
    Sec. 132.  Minnesota Statutes 1988, section 257.03, is 
amended to read: 
    257.03 [NOTICE TO COMMISSIONER OF HUMAN SERVICES.] 
    Any person receiving a child in the person's home with 
intent to adopt the child or keep the child permanently, except 
a person receiving a child from an authorized agency, must 
notify the commissioner of human services in writing within 30 
days after the child is received.  Notice shall state the true 
name of the child; the child's last previous address; the name 
and address of the child's parents or legal guardian and of 
persons with whom the child last resided; and the names and 
addresses of persons who placed the child in the home, arranged 
for, or assisted with arrangements for the child's placement 
there; and such other facts about the child or the home as the 
commissioner may require.  It is the duty of the commissioner or 
a designated agent to investigate the circumstances surrounding 
the child's entry into the home and to take appropriate action 
to assure for the child, the biological parents, and the foster 
parents the full protection of all laws of Minnesota relating to 
custody and foster care of children.  Except as provided by 
section 317.65 127, no person shall solicit, receive, or accept 
any payment, promise of payment, or compensation, for placing a 
child in foster care or for assisting to place a child in foster 
care.  Nor shall any person pay or promise to pay or in any way 
compensate any person, for placing or for assisting to place a 
child in foster care.  
    Sec. 133.  Minnesota Statutes 1988, section 309.67, is 
amended to read: 
    309.67 [STANDARD OF CONDUCT.] 
    In the administration of the powers to appropriate 
appreciation, to make and retain investments, and to delegate 
investment management of institutional funds, members of a 
governing board shall exercise ordinary business care and 
prudence under the facts and circumstances prevailing at the 
time of the action or decision discharge their duties in the 
manner provided in section 44.  In so doing they shall consider 
long and short term needs of the institution in carrying out its 
educational, religious, charitable, or other eleemosynary 
purposes, its present and anticipated financial requirements, 
expected total return on its investments, price level trends, 
and general economic conditions.  
    Sec. 134.  Minnesota Statutes 1988, section 319A.20, is 
amended to read: 
    319A.20 [SUSPENSION OR REVOCATION.] 
    The corporate charter of a professional corporation or the 
certificate of authority of a foreign professional corporation 
may be suspended or revoked pursuant to section 301.57, 
302A.757, or 317.62 106 for the reasons enumerated therein or 
for failure to comply with the provisions of sections 319A.01 to 
319A.22 or the rules of any board.  A board through the attorney 
general may institute such suspension or revocation proceedings. 
    Sec. 135.  Minnesota Statutes 1988, section 354A.021, 
subdivision 2, is amended to read: 
    Subd. 2.  [ORGANIZATION.] Each teachers retirement fund 
association shall be organized and governed pursuant to this 
chapter and chapter 317 317A, except that no association shall 
be required to amend its articles of incorporation or bylaws to 
conform with section 317.08, subdivision 2, clause (3), and that 
each association shall be deemed to be a nonprofit corporation 
without coming within the application of definition in section 
317.02, subdivision 5 2, subdivision 7.  Any corporate action of 
any teachers retirement fund association taken prior to April 9, 
1976 shall be deemed to be valid if it conformed with Minnesota 
Statutes 1976, chapter 317 or 354A, or Revised Laws 1905, 
chapter 58, as amended through April 9, 1976.  
    Sec. 136.  Minnesota Statutes 1988, section 469.144, 
subdivision 1, is amended to read: 
    Subdivision 1.  [ESTABLISHMENT.] Any county or combination 
of counties by resolution of the county board or boards may 
establish a rural development financing authority as a public 
nonprofit corporation.  An authority has the powers and duties 
conferred and imposed on a private nonprofit corporation by 
chapter 317 317A, except as otherwise or additionally provided 
herein.  No such authority shall transact any business or 
exercise any powers until a certified copy of the resolutions of 
each participating county board has been submitted to the 
secretary of state and a certificate of incorporation issued 
pursuant to section 317.10 21.  Each resolution shall include 
all of the provisions required by section 317.08, subdivision 2 
10, subdivision 1.  Alternatively, a county may determine by 
resolution of the county board to exercise the powers granted in 
this chapter to a rural development finance authority; no filing 
is required. 
    Sec. 137.  [INSTRUCTION TO REVISOR.] 
    The revisor of statutes shall change the phrase "chapter 
317" to "chapter 317A" wherever it appears in Minnesota Statutes.
    Sec. 138.  [APPROPRIATION.] 
    (a) $185,000 is appropriated from the general fund to the 
secretary of state to carry out the additional duties imposed by 
this act.  $93,000 is for fiscal year 1990 and $92,000 is for 
fiscal year 1991.  The approved complement for the office of the 
secretary of state is increased by two positions. 
    (b) $160,000 is appropriated from the general fund to the 
attorney general to carry out the additional duties imposed by 
this act.  $83,000 is for fiscal year 1990 and $77,000 is for 
fiscal year 1991.  The approved complement of the office of the 
attorney general is increased by two positions. 
    Sec. 139.  [REPEALER.] 
    Minnesota Statutes 1988, sections 317.01; 317.02; 317.03; 
317.04; 317.05; 317.06; 317.07; 317.08; 317.09; 317.10; 317.12; 
317.13; 317.14; 317.15; 317.16; 317.165; 317.17; 317.175; 
317.18; 317.19; 317.20; 317.201; 317.21; 317.22; 317.23; 317.24; 
317.25; 317.26; 317.27; 317.271; 317.28; 317.285; 317.29; 
317.30; 317.31; 317.32; 317.33; 317.34; 317.35; 317.36; 317.37; 
317.38; 317.39; 317.40; 317.41; 317.42; 317.44; 317.45; 317.46; 
317.47; 317.48; 317.49; 317.50; 317.51; 317.52; 317.53; 317.54; 
317.55; 317.56; 317.57; 317.58; 317.59; 317.60; 317.61; 317.62; 
317.63; 317.64; 317.65; 317.66; 317.67; 317.68, and 317.69, are 
repealed. 
    Section 120, subdivision 4, is repealed. 
    Sec. 140.  [EFFECTIVE DATES.] 
    Sections 1 to 120 and 122 to 128 are effective August 1, 
1989.  Sections 121, 129 to 136, and 138 are effective January 
1, 1991. 
    Presented to the governor May 30, 1989 
    Signed by the governor June 1, 1989, 11:30 p.m.

700 State Office Building, 100 Rev. Dr. Martin Luther King Jr. Blvd., St. Paul, MN 55155 ♦ Phone: (651) 296-2868 ♦ TTY: 1-800-627-3529 ♦ Fax: (651) 296-0569