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1984 Minnesota Session Laws

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                         Laws of Minnesota 1984 

                        CHAPTER 618-S.F.No. 2016 
           An act relating to the office of the secretary of 
          state; providing for the simplification of various 
          filings with that office; eliminating or transferring 
          certain filings; providing for uniform standards for 
          the filing of names of limited partnerships, 
          corporations, cooperatives, and assumed names and 
          marks; eliminating the requirement of publication 
          after incorporation; shifting the time of publication 
          of certificate of assumed name; providing for the 
          filing and enforcement of security interests; 
          providing for the determination of eligibility for the 
          indemnification of certain persons; prohibiting the 
          modification in bylaws of a certain provision relating 
          to the voting power of shares; providing a time limit 
          on claims to shareholders; delaying the effective date 
          of the corporate registration requirement; providing 
          for the transition of preemptive rights; amending 
          Minnesota Statutes 1982, sections 35.14; 66A.08, 
          subdivision 4; 72A.43, subdivisions 1 and 2; 121.212, 
          subdivision 3; 169.966, subdivision 7; 272.483; 
          297.04, subdivision 3; 302A.031; 302A.111, 
          subdivisions 2 and 3; 302A.115, subdivision 1; 
          302A.131; 302A.445, subdivision 3; 302A.729, 
          subdivisions 1 and 2; 302A.733, subdivision 2; 303.06, 
          subdivision 1; 303.13, subdivisions 1 and 3; 303.17, 
          subdivision 3; 315.15; 315.20, subdivisions 2 and 3; 
          315.23, subdivision 2; 315.32; 315.365, subdivision 2; 
          317.09, subdivision 2; 318.02, subdivision 1; 322A.02; 
          322A.86; 325D.67, subdivisions 5 and 6; 331.02, 
          subdivision 1; 333.001, subdivisions 3 and 4; 333.01; 
          333.02; 333.035; 333.055, subdivision 1; 333.06; 
          333.19, subdivision 1; 333.21, subdivision 1; 
          336.9-402; 336.9-403; 336.9-404; 336.9-405; 336.9-406; 
          362A.01, subdivision 1; 365.46; 379.05; 507.10; 
          540.152; 543.08; Minnesota Statutes 1983 Supplement, 
          sections 300.083, subdivision 6; 302A.521, subdivision 
          6; 336.9-401; 507.09; and 648.39, subdivision 1; Laws 
          1981, chapter 270, section 144; repealing Minnesota 
          Statutes 1982, sections 5.11; 51A.03, subdivision 5; 
          62C.06, subdivision 4; 308.15, subdivision 3; and 
          507.31, subdivision 2. 
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
    Section 1.  Minnesota Statutes 1982, section 35.14, is 
amended to read: 
    35.14 [LIVESTOCK DETECTIVES FROM OTHER STATES.] 
    Any person duly commissioned by the governor, or the 
livestock commission, or any other proper authority of another 
state to act as a livestock detective, may exercise his powers 
as such in this state, consistently with the laws thereof, upon 
paying a fee of $5 and filing with the secretary of state 
department of agriculture: 
    (1) His commission or a certified copy thereof; 
    (2) A bond to the state in the penal sum of $2,000, 
approved by the secretary commissioner of agriculture, and 
conditioned for the payment of all damages resulting to any 
person from any wrongful seizure of property within the state, 
or other unlawful act done therein by him or by any of his 
deputies; and 
    (3) A stipulation that service upon such secretary the 
commissioner of agriculture of any summons, order, notice, or 
process in a civil action upon such bond shall be a sufficient 
service upon him or his deputies.  
    Thereupon the secretary of state commissioner of 
agriculture shall issue certificates to him, and to not 
exceeding three deputies appointed by him, and for whose acts he 
shall be responsible, authorizing the holder to perform the 
duties herein referred to while such commission is in force; and 
each may seize and hold any animal which he may know, or have 
reason to believe, has strayed or been stolen from the state 
whence the commission issued.  
    Sec. 2.  Minnesota Statutes 1982, section 66A.08, 
subdivision 4, is amended to read: 
    Subd. 4.  [EMPLOYERS' LIABILITY AND WORKERS' COMPENSATION.] 
(1) [ORGANIZATION.] (a) [SUBSCRIBERS AND ARTICLES OF 
INCORPORATION.] Twenty or more persons may form an incorporated 
mutual employers' liability insurance association for the 
purpose of insuring themselves and such other persons, firms, or 
corporations as may become subscribers to the association 
against liability for compensation payable under the terms of 
the workers' compensation law and for the purpose of insuring 
against loss or damage by the sickness, bodily injury, or death 
by accident of any person employed by the insured or for whose 
injury or death the insured is responsible. 
    They shall subscribe and acknowledge a certificate 
specifying: 
    (aa) The name, general nature of its business, and the 
principal place of transacting the same; (such name shall 
distinguish it from all other corporations, domestic or foreign, 
authorized to do business in this state and end with "company," 
"corporation," "association," or the word "incorporated"); 
    (bb) The period of its duration; 
    (cc) The names and places of residence of the incorporators;
    (dd) In what board its management shall be vested and the 
names and addresses of those composing the board until the first 
election, a majority of whom shall always be residents of the 
state; 
    (ee) The highest amount of indebtedness or liability to 
which the corporation shall at any time be subject; and 
    (ff) The territory within which the association may do 
business. 
    It may contain any other lawful provisions defining and 
regulating the powers or business of the corporation, its 
officers, directors, trustees, and members. 
    The certificate of incorporation of every such corporation 
shall be submitted to the commissioner for his approval and, if 
he approves the same, one copy thereof shall be filed with the 
secretary of state and one copy with the commissioner.  After 
this record the certificate shall be filed for record with the 
county recorder of the county of the principal place of 
business, as specified in the certificate.  
    Corporations may be formed under this subdivision for not 
to exceed 30 years in the first instance.  
    (b) [BYLAWS AND SEAL.] Such association shall have the 
power to make bylaws for the government of its officers and the 
conduct of its affairs, to alter and amend the same, and to 
adopt a common seal. 
    (c) [ANNUAL MEETING; VOTING RIGHTS.] The annual meeting for 
the election of directors shall be held at such time in the 
month of January as the bylaws of the association may direct.  
Of the time and place of the meeting at least 30 days previous 
written or printed notice shall be given to the subscribers, or 
the notice may be given by publication, not less than three 
times, in at least two daily or weekly newspapers published in 
the city or county wherein the association has its principal 
office and in the legal periodical, if any, designated by the 
rules of court of the proper county for the publication of legal 
notices.  Subscribers who, during the preceding calendar year, 
have paid into the treasury of the association premiums 
amounting to more than one-half of the total premiums received 
by it during that year, shall constitute a quorum.  At this 
annual meeting the subscribers shall elect, by ballot, from 
their own number, not less than five directors, a majority of 
whom shall be residents of this state, to serve for at least one 
year and until their successors are duly chosen.  The 
association may provide in its bylaws for the division of its 
board of directors into two, three, or four classes, and for the 
election thereof at its annual meetings in such manner that the 
members of one class only shall retire and their successors be 
chosen each year.  Vacancies may be filled by election by the 
board until the next annual meeting.  In the choice of directors 
and in all meetings of the association, each subscriber shall be 
entitled to one vote for every $100, or any fraction thereof, 
paid by him in premiums into the treasury of the association 
during the preceding calendar year. Subscribers may vote by 
proxy and the record of all votes shall be made by the secretary 
and show whether the same were cast in person or by proxy and 
shall be evidence of all these elections.  Not less than three 
directors shall constitute a quorum.  The directors shall 
annually choose by ballot a president, who shall be a member of 
the board; a secretary; a treasurer, who may be either the 
president or secretary; and such other officers as the bylaws 
may provide; and fix the salaries of the president and the 
secretary, as well as the salaries or compensation of such other 
officers and agents as the bylaws prescribe. Vacancies in any 
office may be filled by the directors or by the subscribers, as 
the bylaws shall prescribe. 
    (2) [REQUIREMENTS.] (a) [NUMBER OF RISKS TO QUALIFY.] These 
associations shall not begin to issue policies until a list of 
subscribers with the number of employees of each which, in the 
aggregate, must number not less than 5,000, together with such 
other information as the commissioner may require, shall have 
been filed at the insurance department, nor until the president 
and secretary of the association shall have certified under oath 
that every subscription in the list so filed is genuine and made 
with an agreement of all the subscribers that they will take the 
policies subscribed for within 30 days of the granting of a 
license by the commissioner.  In case of associations organized 
exclusively for the purpose of insuring creameries, cheese 
factories, and livestock shipping associations, these 
associations may begin to issue policies when the number of 
employees insured aggregates 300. 
    Upon the filing of the certificate provided for in this 
section, the commissioner shall make such investigations as he 
may deem proper and, if his findings warrant it, grant a license 
to the association to issue policies. 
    (b) [NUMBER OF RISKS REQUIRED TO CONTINUE IN BUSINESS.] If 
at any time the number of subscribers falls below 20, or the 
number of subscribers' employees within the state falls below 
5,000, no further policies shall be issued until the total 
number of subscribers amounts to not less than 20, whose 
employees within the state are not less than 5,000.  In case of 
associations organized for the purpose of insuring creameries, 
cheese factories, and livestock shipping associations, the 
number of subscribers must not fall below 200, nor the number of 
subscribers' employees within the state below 300. 
    (3) [ADDITIONAL POWERS.] (a) [MAY WRITE AUTOMOBILE 
INSURANCE.] Any such company authorized to write workers' 
compensation or liability insurance under this subdivision, when 
its articles of incorporation so provide, shall be permitted to 
insure against loss or damage to automobiles or other vehicles 
and their contents by collision, fire, burglary, or theft, and 
other perils of operation, and against liability for damage to 
persons or property of others by collision with such vehicles, 
and to insure against any loss or hazard incident to the 
ownership, operation, or use of motor or other vehicles, as 
specified in section 60A.06, subdivision 1, clause (12). 
    (b) [MAY WRITE GLASS INSURANCE.] Any company authorized to 
write workers' compensation or liability insurance under this 
subdivision when its articles of incorporation so provide shall 
be permitted to insure against loss or damage by breakage of 
glass located or in transit. 
    (c) [SPECIAL POWERS.] Any company organized under this 
subdivision which, for 15 years prior to the passage of Laws 
1935, Chapter 136, has exclusively insured creameries, cheese 
factories, and livestock shipping associations, and which has 
assets of $100,000 or more, may write public liability and 
compensation insurance coverage of creameries, cheese factories, 
shipping associations, farmers' elevators, cooperatively owned 
warehouses, cooperative filling stations, cooperative oil 
companies and all cooperatively owned or organized enterprises. 
    (4) [INTERNAL OPERATION.] (a) [POLICIES.] Policies of 
insurance issued by any such association may be made either with 
or without the seal thereof and they shall be signed by the 
president, or such other officers as may be designated by the 
directors for that purpose, and attested by the secretary. 
    (b) [CLASSIFICATION OF RISKS.] The board of directors may 
divide the subscribers into groups in accordance with the nature 
of their business and the probable risk of injury therein.  In 
such case they shall fix all premiums, make all assessments, and 
determine and pay all dividends by and for each group in 
accordance with the experience thereof, but all funds of the 
association and the contingent liability of all subscribers 
shall be available for the payment of any claim against the 
association; provided, that (as between the association and its 
subscribers) until the whole of the contingent liability of the 
members of any group shall be exhausted, the general funds of 
the association and the contingent liability of the members of 
other groups shall not be available for the payment of losses 
and expenses incurred by such group in excess of the earned 
premiums paid by the members thereof. 
    (c) [CLASSIFICATION TO BE FILED.] A statement of any 
proposed distribution of subscribers into groups shall be filed 
with the insurance department. 
    (d) [RATES.] The board of directors shall determine the 
amount of premiums which the subscribers of the association 
shall pay for their insurance in accordance with the nature of 
the business in which the subscribers are engaged and the 
probable risk of injury to their employees under existing 
conditions, and it shall fix premiums at such amounts as in its 
judgment shall be sufficient to enable the association to pay to 
its subscribers all sums which may become due and payable to 
their employees under provisions of law and the expenses of 
conducting the business of the association.  In fixing the 
premium payable by any subscriber, the board of directors may 
take into account the condition of the plant, workroom, shop, 
farm, or premises of the subscriber in respect to the safety of 
those employed therein as shown by the report of any inspector 
appointed by the board and it may from time to time change the 
amount of premiums payable by any of the subscribers as 
circumstances may require and the condition of the plant, 
workroom, shop, farm, or premises of the subscribers in respect 
to the safety of their employees may justify and may increase 
the premiums of any subscriber neglecting to provide safety 
devices required by law, or disobeying the rules or regulations 
made by the board of directors in accordance with the provisions 
of clause (4) (g) of this subdivision. 
    (e) [PREMIUMS; CONTINGENT LIABILITY.] Every such company 
shall charge and collect on each policy a premium equal to one 
year's premium on the policy issued and state in the policy the 
estimated annual premium and provide in its bylaws for the 
determination of the actual premium and for the payment of same 
when determined.  The premium thus determined shall be known as 
the annual premium on the policy.  The company shall provide in 
its bylaws and specify in its policies the maximum contingent 
mutual liability of its members for the payment of losses and 
expenses not provided for by its cash fund.  The contingent 
liability of a member shall not be less than a sum equal and in 
addition to one annual premium, nor more than a sum equal to 
five times the amount of the annual premium or, in case of a 
policy written for less than one year, the contingent liability 
shall not be less than the proportionate fractional part of the 
annual premium, nor more than five times the proportionate 
fractional part of the annual premium.  The contingent liability 
of the policyholder shall be plainly and legibly stated in each 
policy as follows: "The maximum contingent liability of the 
policyholder under this policy shall be a sum equal to ..... 
annual premium (or premiums)." 
    (f) [ASSESSMENTS.] When the liabilities, including unearned 
premiums and such other reserves as are or may be required by 
law and the commissioner, are in excess of the admitted assets 
computed on the basis allowed for its annual statement, it shall 
make an assessment upon its policyholders based upon the amount 
of one annual premium as written in the policy and not to exceed 
the amount of five annual premiums. 
    If it becomes necessary to levy the assessment, as provided 
by this section, no policies shall be issued until the admitted 
assets of the association are in excess of its liabilities. 
    (g) [POWER OF BOARD OF DIRECTORS.] The board of directors 
shall be entitled to inspect the plant, workroom, shop, farm, or 
premises of any subscriber and for this purpose to appoint 
inspectors, who shall have free access to all such premises 
during regular working hours, and the board of directors shall 
likewise from time to time be entitled to examine by their 
auditor or other agent the books, records, and payrolls of any 
subscribers for the purpose of determining the amount of premium 
chargeable to the subscriber. 
    The board of directors shall make reasonable rules and 
regulations for the prevention of injuries upon the premises of 
subscribers; and may refuse to insure, or may terminate the 
insurance of, any subscriber who refuses to permit these 
examinations and disregards such rules or regulations, and 
forfeit all premiums previously paid by him, but the termination 
of the insurance of any subscriber shall not release him from 
liability for the payment of assessments then or thereafter made 
by the board of directors to make up deficiencies existing at 
the termination of his insurance. 
    (h) [INVESTMENTS.] The association shall invest and keep 
invested all its funds of every description, excepting such cash 
as may be required in the transaction of its business, in 
accordance with the laws of this state or relating to the 
investment of funds of domestic insurance companies. 
    No such association shall purchase, hold, or convey real 
estate except as provided by section 60A.11, subdivision 6. 
    (i) [WITHDRAWAL OF SUBSCRIBER.] Any subscriber of the 
association who has complied with all its rules and regulations 
may withdraw therefrom by written notice to that effect sent by 
the subscriber by certified mail to the association and this 
withdrawal shall become effective on the first day of the month 
immediately following the tenth day after the receipt of the 
notice, but the withdrawal shall not release the subscriber from 
liability for the payment of assessments thereafter made by the 
board of directors to make up deficiencies existing at the date 
of his withdrawal and the subscriber shall be entitled to his 
share of any dividends earned at the date of his withdrawal. 
    (5) [MISCELLANEOUS.] (a) [PERJURY BY OFFICER.] If any 
officer of the association shall falsely make oath to any 
certificate required to be filed with the commissioner, he shall 
be guilty of perjury. 
    (b) [FOREIGN MUTUAL EMPLOYERS' LIABILITY ASSOCIATION.] Any 
mutual employers' liability insurance association of another 
state, upon compliance with all laws governing such corporations 
in general and the provisions of this subdivision may be 
admitted to transact business in this state.  These associations 
shall pay to the department of insurance the fees prescribed by 
section 60A.14, subdivision 1. 
    (c) [WINDING UP AFFAIRS.] When the contracts of insurance 
issued by these associations shall cover in the aggregate less 
than 5,000 employees or, in the case of associations organized 
for the purpose of insuring creameries, cheese factories, and 
livestock shipping associations, less than 300 employees, the 
association shall forthwith notify the commissioner of that fact 
and if, at the expiration of six months from the notice, the 
aggregate number of employees covered by the contracts of 
insurance shall be less than 5,000, or, in the case of 
associations organized for the purpose of insuring creameries, 
cheese factories, and livestock shipping associations, less than 
300 employees, the commissioner shall proceed under the 
provisions of chapter 60B. 
    Sec. 3.  Minnesota Statutes 1982, section 72A.43, 
subdivision 1, is amended to read: 
    Subdivision 1.  Any act of entering into a contract of 
insurance or annuity as an insurer or transacting insurance 
business in this state as set forth in subdivision 2 of section 
72A.41, by an unauthorized company is equivalent to and shall 
constitute an appointment by such company of the secretary of 
state commissioner of commerce and his successor or successors 
in office to be its true and lawful attorney upon whom may be 
served all lawful process in any action or proceeding against 
it, arising out of a violation of section 72A.41, and any of 
such acts shall be a signification of its agreement that any 
such process against it which is so served shall be of the same 
legal force and validity as personal service of process in this 
state upon such company. 
    Sec. 4.  Minnesota Statutes 1982, section 72A.43, 
subdivision 2, is amended to read: 
    Subd. 2.  Service of such process shall be made by 
delivering and leaving with the secretary of state commissioner 
two copies thereof and the payment to the secretary of state 
commissioner of the a $15 filing fee prescribed by law.  The 
secretary of state commissioner shall forthwith mail by 
certified mail one of the copies of such process to such company 
at its last known principal place of business registered office, 
and shall keep a record of all process so served upon him.  Such 
process shall be sufficient service upon such company provided 
notice of such service and a copy of the process are, within ten 
days thereafter, sent by certified mail by or on behalf of the 
commissioner to such company at its last known principal place 
of business, and such The company's receipt, or receipt issued 
by the post office with which the letter is certified, and an 
affidavit of compliance herewith by or on behalf of the 
commissioner, are shall be filed with the clerk of the court in 
which such action or proceeding is pending on or before the 
return date of such process or within such further time as the 
court may allow. 
    Sec. 5.  Minnesota Statutes 1982, section 121.212, 
subdivision 3, is amended to read: 
    Subd. 3.  Before the adoption of any rule authorized by 
subdivision 1, the board shall hold a public hearing.  Notice of 
the hearing shall be published at least once in a legal 
newspaper in the county in which the property affected by the 
rule, regulation, or ordinance is located.  Publication shall be 
no more than 45 days and no less than 15 days prior to the date 
of the hearing. 
    After a public hearing, a majority of the members of the 
board must approve a rule, regulation, or ordinance before it is 
effective.  A copy of the adopted rule, regulation, or ordinance 
shall be signed by the superintendent of the district or joint 
district and filed with the secretary of state county recorder 
of each county in which the rule, regulation, or ordinance was 
adopted, together with proof of publication.  Upon filing, the 
rule, regulation, or ordinance shall be in full force and effect.
    Sec. 6.  Minnesota Statutes 1982, section 169.966, 
subdivision 7, is amended to read: 
    Subd. 7.  The state university board shall fix a date for a 
public hearing on the adoption of any such proposed rule, 
regulation, or ordinance.  Notice of such hearing shall be 
published in a legal newspaper in the county in which the 
property affected by the rule, regulation, or ordinance is 
located.  The publication shall be at least 15 days and not more 
than 45 days before the date of the hearing. 
    If, after the public hearing, the proposed rule, 
regulation, or ordinance shall be adopted by a majority of the 
members of the board, the same shall be considered to have been 
enacted by the board.  A copy of the same shall be signed by the 
president and filed with the secretary of state county recorder 
of each county where the rule, regulation, or ordinance shall be 
in effect, together with proof of publication.  Upon such 
filing, the rule, regulation, or ordinance, as the case may be, 
shall thenceforth be in full force and effect. 
    Sec. 7.  Minnesota Statutes 1982, section 272.483, is 
amended to read: 
     272.483 [DUTIES OF FILING OFFICER.] 
     (a) If a notice of federal lien, a refiling of a notice of 
federal lien, or a notice of revocation of any certificate 
described in clause (b) is presented to a filing officer who is: 
             (1) the secretary of state, he shall cause the notice to 
be marked, held, and indexed in accordance with the provisions 
of section 336.9-403, clause (4) of the uniform commercial code 
as if the notice were a financing statement within the meaning 
of that code; or 
             (2) any other officer described in section 272.481, he 
shall endorse thereon his identification and the date and time 
of receipt and forthwith file it alphabetically or enter it in 
an alphabetical index showing the name and address of the person 
named in the notice, the date and time of receipt, the file 
number of the lien, and the total amount appearing on the notice 
of lien. 
             (b) If a certificate of release, non-attachment, 
discharge, or subordination of any lien is presented to the 
secretary of state for filing he shall:  
             (1) cause a certificate of release or non-attachment to be 
marked, held, and indexed as if the certificate were a 
termination statement within the meaning of the uniform 
commercial code, but the notice of lien to which the certificate 
relates may not be removed from the files; and 
             (2) cause a certificate of discharge or subordination to 
be marked, held, and indexed as if the certificate were a 
release of collateral within the meaning of the uniform 
commercial code. 
    (c) If a refiled notice of federal lien referred to in 
clause (a) or any of the certificates or notices referred to in 
clause (b) is presented for filing to any other filing officer 
specified in section 272.481, he shall permanently attach the 
refiled notice or the certificate to the original notice of lien 
and enter the refiled notice or the certificate with the date of 
filing in any alphabetical lien index on the line where the 
original notice of lien is entered. 
    (d) Upon request of any person, the filing officer shall 
issue his certificate showing whether there is on file, on the 
date and hour stated therein, any notice of lien or certificate 
or notice affecting any lien filed on or after July 1, 1971, 
naming a particular person, and if a notice or certificate is on 
file, giving the date and hour of filing of each notice or 
certificate.  The fee for a certificate is $1 for each name 
appearing on the certificate with a minimum fee of $2 $5 per 
name appearing on the search request, if on the standard form 
prescribed by the secretary of state, and otherwise, $10 for the 
first name and $5 for each name in excess of one.  Upon request, 
the filing officer shall furnish a copy of any notice of federal 
lien, or notice or certificate affecting a federal lien, for a 
fee of 50 cents per page. 
    Sec. 8.  Minnesota Statutes 1982, section 297.04, 
subdivision 3, is amended to read: 
    Subd. 3.  [NON-RESIDENT.] A person without this state who 
ships or transports cigarettes to retailers in this state, to be 
sold by those retailers, may make application for license as a 
distributor, be granted such a license by the commissioner, and 
thereafter be subject to all the provisions of sections 297.01 
to 297.13 and entitled to act as a licensed distributor, 
provided he files proof with his application that he has 
appointed the secretary of state for service of process relating 
to any matter of issue arising under sections 297.01 to 297.13.  
A foreign corporation applying for a distributor's license need 
not qualify as such if it files the proof of appointment of the 
secretary of state for service of process as provided in this 
subdivision.  
    Sec. 9.  Minnesota Statutes 1983 Supplement, section 
300.083, subdivision 6, is amended to read: 
    Subd. 6.  [DETERMINATION OF ELIGIBILITY.] (a) All 
determinations 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 as provided in subdivision 3 shall be made:  
    (1) By the board by a majority of a quorum.  Directors who 
are at the time parties to the proceeding shall not be counted 
for determining either 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 pursuant to 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 shareholders, excluding the votes of shares held by 
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, as the case may be, by a court in this 
state, which may be the same court in which the proceeding 
involving the person's liability took place, upon application of 
the person and any 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 possessing, 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 set forth 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 as 
provided in 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.  
    Sec. 10.  Minnesota Statutes 1982, section 302A.031, is 
amended to read:  
    302A.031 [TRANSITION.] 
    Subdivision 1.  [CONTINUATION OF LEGAL ACTS.] The 
continuation or completion of any act by a corporation that has 
not incorporated under, but has become governed by, this 
chapter, and the continuation or performance of any executed or 
wholly or partially executory contract, conveyance, or transfer 
to or by the corporation, shall, if otherwise lawful before the 
corporation became governed by this chapter, remain valid, and 
may be continued, completed, consummated, enforced, or 
terminated as required or permitted by a statute applicable 
prior to the date on which the corporation became governed by 
this chapter. 
    Subd. 2.  [TRANSITION OF PREEMPTIVE RIGHTS.] For purposes 
of denial of preemptive rights under section 302A.413, 
subdivision 1, the articles of a corporation formed under 
chapter 301 shall be construed to deny completely preemptive 
rights for all shares, rights to purchase shares, securities 
other than shares or rights to purchase securities other than 
shares, if those articles deny shareholders the preemptive right 
to purchase or subscribe to shares.  
    Sec. 11.  Minnesota Statutes 1982, section 302A.111, 
subdivision 2, is amended to read: 
    Subd. 2.  [STATUTORY PROVISIONS THAT MAY BE MODIFIED ONLY 
IN ARTICLES.] The following provisions govern a corporation 
unless modified in the articles:  
    (a) A corporation has general business purposes (section 
302A.101);  
    (b) A corporation has perpetual existence and certain 
powers (section 302A.161);  
    (c) The power to adopt, amend, or repeal the bylaws is 
vested in the board (section 302A.181);  
    (d) A corporation must allow cumulative voting for 
directors (section 302A.215);  
     (e) The affirmative vote of a majority of directors present 
is required for an action of the board (section 302A.237);  
     (f) A written action by the board taken without a meeting 
must be signed by all directors (section 302A.239);  
     (g) The board may authorize the issuance of securities and 
rights to purchase securities (section 302A.401, subdivision 1); 
     (h) All shares are common shares entitled to vote and are 
of one class and one series (section 302A.401, subdivision 2, 
clauses (a) and (b));  
     (i) All shares have equal rights and preferences in all 
matters not otherwise provided for by the board (section 
302A.401, subdivision 2, clause (b));  
     (j) The par value of shares is fixed at one cent per share 
for certain purposes and may be fixed by the board for certain 
other purposes (section 302A.401, subdivision 2, clause (c));  
     (k) The board or the shareholders may issue shares for any 
consideration or for no consideration to effectuate share 
dividends or splits, and determine the value of nonmonetary 
consideration (section 302A.405, subdivision 1);  
     (l) Shares of a class or series must not be issued to 
holders of shares of another class or series to effectuate share 
dividends or splits, unless authorized by a majority of the 
voting power of the shares of the same class or series as the 
shares to be issued (section 302A.405, subdivision 1);  
     (m) A corporation may issue rights to purchase securities 
whose terms, provisions, and conditions are fixed by the board 
(section 302A.409);  
    (n) A shareholder has certain preemptive rights, unless 
otherwise provided by the board (section 302A.413);  
    (o) The affirmative vote of the holders of a majority of 
the voting power of the shares present and entitled to vote at a 
duly held meeting is required for an action of the shareholders, 
except where this chapter requires the affirmative vote of a 
majority of the voting power of all shares entitled to vote 
(section 302A.437, subdivision 1);  
    (p) Shares of a corporation acquired by the corporation may 
be reissued (section 302A.553, subdivision 1);  
    (q) An exchange need not be approved by shareholders of the 
acquiring corporation unless the outstanding shares entitled to 
vote of that corporation will be increased by more than 20 
percent immediately after the exchange (section 302A.613, 
subdivision 3, clause (c)); and 
    (r) An exchange need not be approved by shareholders of the 
acquiring corporation unless the outstanding participating 
shares of that corporation will be increased by more than 20 
percent immediately after the exchange (section 302A.613, 
subdivision 3, clause (d)); and 
    (s) Each share has one vote unless otherwise provided in 
the terms of the share (section 302A.445, subdivision 3).  
    Sec. 12.  Minnesota Statutes 1982, section 302A.111, 
subdivision 3, is amended to read: 
    Subd. 3.  [STATUTORY PROVISIONS THAT MAY BE MODIFIED EITHER 
IN ARTICLES OR IN BYLAWS.] The following provisions govern a 
corporation unless modified either in the articles or in the 
bylaws:  
    (a) Directors serve for an indefinite term that expires at 
the next regular meeting of shareholders (section 302A.207);  
    (b) The compensation of directors is fixed by the board 
(section 302A.211);  
     (c) A certain method must be used for removal of directors 
(section 302A.223);  
     (d) A certain method must be used for filling board 
vacancies (section 302A.225);  
     (e) If the board fails to select a place for a board 
meeting, it must be held at the principal executive office 
(section 302A.231, subdivision 1);  
     (f) A director may call a board meeting, and the notice of 
the meeting need not state the purpose of the meeting (section 
302A.231, subdivision 3);  
     (g) A majority of the board is a quorum for a board meeting 
(section 302A.235);  
     (h) A committee shall consist of one or more persons, who 
need not be directors, appointed by affirmative vote of a 
majority of the directors present (section 302A.241, subdivision 
2);  
     (i) A majority of a committee is a quorum for a committee 
meeting, unless otherwise provided by a resolution of the board 
(section 302A.241, subdivision 3);  
     (j) The board may establish a committee of disinterested 
persons (section 302A.243);  
    (k) The chief executive officer and chief financial officer 
have specified duties, until the board determines otherwise 
(section 302A.305);  
    (l) Officers may delegate some or all of their duties and 
powers, if not prohibited by the board from doing so (section 
302A.351);  
    (m) The board may establish uncertificated shares (section 
302A.417, subdivision 7);  
    (n) Regular meetings of shareholders need not be held, 
unless demanded by a shareholder under certain conditions 
(section 302A.431);  
    (o) Not less than 10-days nor more than 60-days notice is 
required for a meeting of shareholders (section 302A.435, 
subdivision 2);  
    (p) The number of shares required for a quorum at a 
shareholders' meeting is a majority of the voting power of the 
shares entitled to vote at the meeting (section 302A.443);  
    (q) The board may fix a date up to 60 days before the date 
of a shareholders' meeting as the date for the determination of 
the holders of shares entitled to notice of and entitled to vote 
at the meeting (section 302A.445, subdivision 1); 
    (r) Each share has one vote unless otherwise provided in 
the terms of the share (section 302A.445, subdivision 3); and 
    (s) Indemnification of certain persons is required (section 
302A.521); and 
    (t) (s) The board may authorize, and the corporation may 
make, distributions not prohibited, limited, or restricted by an 
agreement (section 302A.551, subdivision 1).  
    Sec. 13.  Minnesota Statutes 1982, section 302A.115, 
subdivision 1, is amended to read: 
    Subdivision 1.  [REQUIREMENTS; PROHIBITIONS.] The corporate 
name:  
    (a) Shall be in the English language or in any other 
language expressed in English letters or characters;  
    (b) Shall contain the word "corporation", "incorporated", 
or "limited", or shall contain an abbreviation of one or more of 
these words, or the word "company" or the abbreviation "Co." if 
that word or abbreviation is not immediately preceded by the 
word "and" or the character "&";  
    (c) Shall not contain a word or phrase that indicates or 
implies that it is incorporated for a purpose other than one or 
more business purposes for which a corporation may be 
incorporated under this chapter;  
    (d) Shall not be the same as, or deceptively similar to, 
the name of a domestic corporation or limited partnership, or a 
foreign corporation or limited partnership authorized or 
registered to do business in this state, or a name the right to 
which is, at the time of incorporation, reserved or provided for 
in the manner provided in section sections 302A.117 or in 
sections, 322A.03, or 333.001 to 333.54, unless there is filed 
with the articles one of the following:  
    (1) The written consent of the domestic corporation or 
limited partnership or foreign corporation or limited 
partnership authorized or registered to do business in this 
state or the holder of a reserved name or a name filed by or 
registered with the secretary of state under sections 333.001 to 
333.54 having the same or a deceptively similar name or the 
holder of a reserved name to use the same or 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 the use 
of the name in this state; or 
    (3) The applicant's affidavit that the corporation or 
limited partnership with the same or deceptively similar name 
has been incorporated or on file in this state for at least 
three years prior to the affidavit, if it is a domestic 
corporation or limited partnership, or has been authorized or 
registered to do business in this state for at least three years 
prior to the affidavit, if it is a foreign corporation or 
limited partnership, or that the holder of a name filed or 
registered with the secretary of state under sections 333.001 to 
333.54 filed or registered that name at least three years prior 
to the affidavit, and has not during the three year period filed 
any document with the secretary of state; that the applicant has 
mailed written notice to the corporation or limited partnership 
or the holder of a name filed or registered with the secretary 
of state under sections 333.001 to 333.54 by certified mail, 
return receipt requested, properly addressed to the registered 
office of the corporation or in care of the agent of the limited 
partnership, or the address of the holder of a name filed or 
registered with the secretary of state under sections 333.001 to 
333.54, shown in the records of the secretary of state, that the 
applicant intends to use the same or deceptively similar name 
and the notice has been returned to the applicant as 
undeliverable to the addressee corporation or limited 
partnership or holder of a name filed or registered with the 
secretary of state under sections 333.001 to 333.54; that the 
applicant, after diligent inquiry, has been unable to find any 
telephone listing for the corporation or limited partnership 
with the same or deceptively similar name in the county in which 
is located the registered office of the corporation shown in the 
records of the secretary of state or has been unable to find any 
telephone listing for the holder of a name filed or registered 
with the secretary of state under sections 333.001 to 333.54 in 
the county in which is located the address of the holder shown 
in the records of the secretary of state; and that the applicant 
has no knowledge that the corporation or limited partnership or 
holder of a name filed or registered with the secretary of state 
under sections 333.001 to 333.54 is currently engaged in 
business in this state.  
    Sec. 14.  Minnesota Statutes 1982, section 302A.131, is 
amended to read: 
    302A.131 [AMENDMENT OF ARTICLES.] 
    The articles of a corporation may be amended at any time to 
include or modify any provision that is required or permitted to 
appear in the articles or to omit any provision not required to 
be included in the articles, except that 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 in 
accordance with sections 302A.133 to 302A.139.  An amendment 
which merely restates the then-existing articles of 
incorporation, as amended, is not an amendment for the purposes 
of sections 302A.215, subdivision 2, or 302A.413, subdivision 9. 
    Sec. 15.  Minnesota Statutes 1982, section 302A.445, 
subdivision 3, is amended to read: 
    Subd. 3.  [ONE VOTE PER SHARE.] Unless otherwise provided 
in the articles or bylaws or in the terms of the shares, a 
shareholder has one vote for each share held.  
    Sec. 16.  Minnesota Statutes 1983 Supplement, section 
302A.521, subdivision 6, is amended to read: 
    Subd. 6.  [DETERMINATION OF ELIGIBILITY.] (a) All 
determinations 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 as provided in subdivision 3 shall be made:  
    (1) By the board by a majority of a quorum.  Directors who 
are at the time parties to the proceeding shall not be counted 
for determining either 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 pursuant to 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 shareholders, excluding the votes of shares held by 
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, as the case may be, by a court in this 
state, which may be the same court in which the proceeding 
involving the person's liability took place, upon application of 
the person and any 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 possessing, 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 set forth 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 as 
provided in 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.  
    Sec. 17.  Minnesota Statutes 1982, section 302A.729, 
subdivision 1, is amended to read: 
    Subdivision 1.  [PROCEDURE.] If the corporation gives 
proper notice to creditors and claimants pursuant to section 
302A.727:  
    (a) 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 the provisions of section 302A.781;  
    (b) The corporation has 30 days from the receipt of each 
claim to accept or reject the claim by giving written notice to 
the person submitting it; a claim not expressly rejected in this 
manner is deemed accepted; and 
    (c) 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 with the secretary of state the notice of intent to 
dissolve, or 90 days after the date on which notice was given to 
the creditor or claimant, whichever is longer, to pursue any 
other remedies with respect to the claim.  If the creditor or 
claimant does not initiate legal, administrative, or arbitration 
proceedings with respect to the claim during that period, the 
claim is subject to the provisions of section 302A.781.  
    Sec. 18.  Minnesota Statutes 1982, section 302A.729, 
subdivision 2, is amended to read: 
    Subd. 2.  [STATUTE OF LIMITATIONS.] The claim of a creditor 
or claimant to whom notice is not given and for whom payment of 
any debt is not made or provided for and who does not initiate 
legal, administrative, or arbitration proceedings concerning the 
claim within two years after the date of filing the notice of 
intent to dissolve is thereafter subject to the provisions of 
302A.781.  
    Sec. 19.  Minnesota Statutes 1982, section 302A.733, 
subdivision 2, is amended to read: 
    Subd. 2.  [CONTENTS OF ARTICLES.] The articles of 
dissolution shall state:  
    (a) Whether notice has been given to all creditors and 
claimants of the corporation in the manner provided in section 
103, and, if notice has been given, the last date on which the 
notice was given and the date on which the longer of the periods 
described in section 302A.729, subdivision 1, clause (c) 
expired; or 
    (b) If notice was not given that all debts, obligations, 
and liabilities of the corporation have been paid and discharged 
or that adequate provisions have been made therefor; and 
    (c) That the remaining property, assets, and claims of the 
corporation have been distributed among its shareholders in 
accordance with section 302A.551, subdivision 4, or that 
adequate provision has been made for that distribution; and 
    (d) 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 any 
judgment, order, or decree that may be entered against it in a 
pending proceeding, and that all other claims are barred under 
section 302A.781.  
    Sec. 20.  Minnesota Statutes 1982, section 303.06, 
subdivision 1, is amended to read: 
    Subdivision 1.  [CONTENTS.] In order to procure a 
certificate of authority to transact business in this state, a 
foreign corporation shall make application therefor to the 
secretary of state, which application shall set forth: 
    (1) The name of the corporation and the state or country 
under the laws of which it is organized; 
    (2) If the name of the corporation does not end with the 
word "Corporation" or the word "Incorporated," or the 
abbreviation "Inc.," or does not contain the word "Company" or 
the abbreviation "Co." not immediately preceded by the word 
"and" or the character "&," and such words or abbreviations are 
required by comply with section 303.05 to be included in or 
added to the name of the corporation, then the name of the 
corporation with the word or abbreviation which it agrees to add 
thereto for use in this state; 
    (3) The date of its incorporation and the period of its 
duration; 
    (4) The address of its principal office in the state or 
country under the laws of which it is organized; 
    (5) The address of its proposed registered office in this 
state and the name of its proposed registered agent in this 
state; 
    (6) That it irrevocably consents to the service of process 
upon it as set forth in section 303.13, or any amendment thereto;
    (7) The names and respective addresses of its directors and 
officers; 
    (8) A statement of the aggregate number of shares having 
par value and of shares without par value which it shall have 
authority to issue, itemized by classes and series; 
    (9) A statement of the aggregate number of its issued or 
allotted shares having par value and of shares without par 
value, itemized by classes and series; and 
    (10) A statement that the officers executing the 
application have been duly authorized so to do by the board of 
directors of the corporation.  
    Sec. 21.  Minnesota Statutes 1982, section 303.13, 
subdivision 1, is amended to read: 
    Subdivision 1.  [FOREIGN CORPORATION.] A foreign 
corporation shall be subject to service of process, as follows: 
    (1) By service thereof on its registered agent; 
    (2) When any foreign corporation authorized to transact 
business in this state fails to appoint or maintain in this 
state a registered agent upon whom service of process may be 
had, or whenever any registered agent cannot be found at its 
registered office in this state, as shown by the return of the 
sheriff of the county in which the registered office is 
situated, or by an affidavit of attempted service by any person 
not a party, or whenever any corporation withdraws from the 
state, or whenever the certificate of authority of any foreign 
corporation is revoked or canceled, service may be made by 
delivering to and leaving with the secretary of state, or with 
any deputy or clerk in the corporation department of his office, 
three copies thereof and a fee of $15; provided, that after a 
foreign corporation withdraws from the state, pursuant to 
section 303.16, service upon the corporation may be made 
pursuant to the provisions of this section only when based upon 
a liability or obligation of the corporation incurred within 
this state or arising out of any business done in this state by 
the corporation prior to the issuance of a certificate of 
withdrawal. 
    (3) If a foreign corporation makes a contract with a 
resident of Minnesota to be performed in whole or in part by 
either party in Minnesota, or if a foreign corporation commits a 
tort in whole or in part in Minnesota against a resident of 
Minnesota, such acts shall be deemed to be doing business in 
Minnesota by the foreign corporation and shall be deemed 
equivalent to the appointment by the foreign corporation of the 
secretary of the state of Minnesota and his successors to be its 
true and lawful attorney upon whom may be served all lawful 
process in any actions or proceedings against the foreign 
corporation arising from or growing out of the contract or 
tort.  Process shall be served in duplicate upon the secretary 
of state, together with a fee of $15 and the secretary of state 
shall mail one copy thereof to the corporation at its last known 
address, and the corporation shall have 20 30 days within which 
to answer from the date of the mailing, notwithstanding any 
other provision of the law.  The making of the contract or the 
committing of the tort shall be deemed to be the agreement of 
the foreign corporation that any process against it which is so 
served upon the secretary of state shall be of the same legal 
force and effect as if served personally on it within the state 
of Minnesota.  
    Sec. 22.  Minnesota Statutes 1982, section 303.13, 
subdivision 3, is amended to read: 
    Subd. 3.  [TIME TO ANSWER.] If any summons is so served 
upon the secretary of state, the corporation so served shall 
have 30 days from the date of mailing by the secretary in which 
to answer the complaint. 
    Sec. 23.  Minnesota Statutes 1982, section 303.17, 
subdivision 3, is amended to read: 
    Subd. 3.  [REVOCATION AFTER 30 DAYS.] The secretary of 
state shall revoke the certificate of authority of such 
corporation to do business in this state if such default shall 
not be cured with such period of 30 days; provided, that for 
good cause shown the secretary of state may enlarge the period 
from time to time, but the aggregate of such enlargements shall 
not exceed three months 180 days or the period of any applicable 
extension granted by the department of revenue of time for 
filing the income tax return of the corporation, whichever is 
greater. 
    Sec. 24.  Minnesota Statutes 1982, section 315.15, is 
amended to read: 
    315.15 [PARISH CORPORATIONS, ORGANIZATION.] 
    The bishop of any religious denomination may associate with 
him the vicar general of the same diocese and the pastor of such 
denomination of the parish wherein a corporation is to be 
located, which shall be within the diocese of such bishop, and 
the bishop, vicar general, and pastor, or a majority of them, 
shall designate and associate with them two lay members of any 
such denomination; and, upon adopting, signing, and 
acknowledging, in duplicate, a certificate of incorporation 
reciting the fact of such association, and of the selection of 
such laymen, and containing the name, general purpose, and place 
of location of such corporation, and having one such the 
certificate recorded with the county recorder of the county of 
its location and the other filed with the secretary of state, 
the said five persons and their successors shall become a 
corporation, subject to all the requirements, and vested with 
all the rights, powers, and privileges, of a religious 
corporation.  The persons at any time holding the offices 
hereinbefore specified in any diocese shall, by virtue of their 
respective offices, be members of and, with the two laymen 
aforesaid, constitute such corporation, but every such person, 
on ceasing to hold such office, shall cease to be a member 
thereof, and his successor in office shall become a member in 
his place.  The two laymen designated as aforesaid shall remain 
members for the term of two years from the date of the 
certificate, and thereafter their term of office shall be two 
years, and in either case until their successors are chosen.  
They shall always be designated and appointed by the three first 
named corporators, who shall also fill all vacancies in their 
number.  Their appointment shall be in writing and entered upon 
the records of the corporation.  Should there at any time be a 
vacancy in the office of bishop of any diocese, or should any 
other person be appointed in his stead to administer the 
spiritual and temporal affairs of such diocese, then, during 
such vacancy or suspension of the authority of such bishop, such 
administrator of the affairs of the diocese, or any other person 
appointed under the rules of such denomination to preside over 
and administer its affairs, shall, while acting as such 
administrator or appointee, be a member of such corporation, 
with all the rights and powers incident thereto; but his 
membership shall at once cease when such vacancy has been filled 
or suspension of authority removed.  If any diocese in which any 
such corporation is located shall be subdivided according to the 
rules and practice of such denomination, and one or more new 
dioceses formed therefrom, or from parts thereof, the bishop and 
vicar general of any such new diocese and their successors in 
office, as soon as appointed and instituted, shall, by virtue of 
their respective offices, forthwith become members of any such 
corporation within such new diocese, with all the rights, 
duties, privileges, powers, and obligations of such members, and 
the bishop and vicar general of the diocese in which such 
corporation was located prior to such subdivision shall cease to 
be members thereof.  
    Sec. 25.  Minnesota Statutes 1982, section 315.20, 
subdivision 2, is amended to read: 
    Subd. 2.  [CERTIFICATE, BY WHOM SIGNED.] The certificate 
shall be signed and duly acknowledged by the bishop of the 
diocese and by a majority of the members of the chapter, and 
filed for record in the office of the county recorder of the 
county in which the cathedral is located and in the office of 
the secretary of state.  
    Sec. 26.  Minnesota Statutes 1982, section 315.20, 
subdivision 3, is amended to read: 
    Subd. 3.  [CERTIFICATE FILED; POWERS.] Upon the signing, 
acknowledging, and filing of such certificate for record with 
the county recorder of the county of its location, and with the 
secretary of state, such cathedral shall become a corporation by 
the name specified in its certificate; and, by and through its 
chapter, may transact all the business of such cathedral; and, 
in its corporate name, may acquire or receive, by purchase, 
gift, grant, devise, or bequest, any property, real, personal, 
or mixed, and hold, sell, transfer, mortgage, convey, loan, let, 
or otherwise use the same for the use and benefit of the 
cathedral; provided, that such use shall not contravene the laws 
and usages of the Protestant Episcopal Church in the United 
States of America of this state; but it shall not have power to 
divert any gift, grant, or bequest from the purpose specified in 
writing by the donor or devisor, nor to sell, convey, or 
mortgage its church or church site, except with the consent of 
the bishop, in writing, and when first authorized to do so at a 
meeting of the chapter called for that purpose, nor in 
contravention of the canons of the diocese or of the general 
convention of the Protestant Episcopal Church in the United 
States of America.  
    Sec. 27.  Minnesota Statutes 1982, section 315.23, 
subdivision 2, is amended to read: 
    Subd. 2.  [CANON OR RESOLUTION, APPROVAL, RECORDING.] A 
copy of such resolution or canon, certified by the presiding 
officer of the body adopting it and verified by the affidavit of 
its secretary or clerk, with the certificate of the attorney 
general that the same conforms to law endorsed thereon, shall be 
filed with the secretary of state county recorder of the county 
in which the body is located, who shall record the same at 
length, including such endorsement, and issue his certificate 
that, the provisions of the law having been complied with, said 
body has become duly incorporated according to law.  The 
secretary of state county recorder shall keep in a book in his 
office an alphabetical index of all such corporations.  
    Sec. 28.  Minnesota Statutes 1982, section 315.32, is 
amended to read: 
    315.32 [TRUSTEES, POWERS; CERTIFICATE, RECORDING.] 
    The board of trustees, the board of administration, or 
other governing body of any such religious organization may, by 
unanimous vote of all its members, so alter or amend such 
articles of incorporation, when authorized so to do at any 
special meeting of such religious organization called for such 
expressly stated purpose, at which such special meeting a 
majority of the members of such religious organization are 
present, which authority shall be, by resolution, passed by vote 
of a majority of the members present and voting at such meeting 
of such religious organization.  The board of trustees, the 
board of administration, or other governing body of any such 
religious organization shall cause such resolution to be 
embraced in a certificate duly executed and acknowledged by its 
president and secretary, or by its other presiding and recording 
officers, under the corporate seal of the religious 
organization, and such certificate shall be presumptive evidence 
of the facts therein stated.  The certificate shall be recorded 
in the office of the county recorder of the county in which the 
religious organization is located and in the office of the 
secretary of state, and thereupon such alteration or amendment 
shall become effective. 
    Sec. 29.  Minnesota Statutes 1982, section 315.365, 
subdivision 2, is amended to read: 
    Subd. 2.  [HOW MERGER EFFECTED.] Any said merger and 
consolidation shall be effected by the execution by the property 
corporations who are parties thereto of an agreement of merger 
and consolidation containing: 
    (a) The names of the property corporations who are parties 
thereto.  
    (b) The name and location of the principal office of the 
surviving corporation with and into which the property 
corporations who are parties to said merger are to be merged and 
consolidated.  
    (c) The persons who shall constitute the governing board of 
the surviving corporation until their successors are duly 
elected and shall qualify.  
    (d) The general purposes of said surviving corporation and 
the general description of the area to be served by it.  
    (e) The date of adoption of the authorization for said 
merger and consolidation by the meeting of the united, reunited, 
merged, or consolidated religious body to which said merging or 
consolidating property corporations pertain.  
    (f) Any other provisions appropriate for the certificate of 
incorporation of property corporations of said character which 
may be formed pursuant to the laws of this state.  
    (g) Said agreement of merger and consolidation shall be 
executed by the corporate officers of each of the property 
corporations which are parties thereto and shall be accompanied 
by the certificate of the secretary or other recording officer 
of said united, reunited, merged, or consolidated religious body 
certifying to the adoption by said religious body, in accordance 
with its constitution, canon law, or other general provisions 
for the governance of its affairs, of a resolution authorizing 
said merger and consolidation, and shall also be accompanied by 
a certificate of the secretary or other recording officer of 
each of the property corporations who are parties thereto of the 
adoption by the members and the board of trustees or other 
governing body of each said property corporation of resolutions 
authorizing and directing the execution of said agreement of 
merger and consolidation.  
    (h) Said agreement of merger and consolidation, when 
executed as aforesaid and when certified as aforesaid, shall be 
filed for record in the office of the secretary of state and in 
the office of the county recorder of the county in which the 
principal place of business of said surviving corporation is to 
locate, and shall also be filed for record in the office of the 
county recorder of each other county of this state in which the 
principal place of business of any of the property corporations 
who are parties to said merger and consolidation shall 
theretofore, by the provisions of its certificate of 
incorporation, have been located.  
    (i) Said merger and consolidation shall be and become 
effective for all purposes upon filing for record the said 
agreement of merger and consolidation and the certificates as 
aforesaid in the office of the secretary of state county 
recorder.  
    Sec. 30.  Minnesota Statutes 1982, section 317.09, 
subdivision 2, is amended to read: 
    Subd. 2.  [USE OF SIMILAR NAME FORBIDDEN.] The corporate 
name shall not be the same as, nor deceptively similar to, the 
name of any other assumed name, trade or service mark, or 
limited partnership, or domestic corporation, whether profit or 
nonprofit, or of any foreign corporation or foreign limited 
partnership, whether profit or nonprofit, authorized or 
registered to do business in this state or to any name reserved 
under section 302A.117 or 322A.03, unless:  
    (1) the domestic or foreign corporation is about to change 
its name, or to cease to do business, or is being wound up, or 
the foreign corporation is about to withdraw from doing business 
in this state; and 
    (2) the there is filed with the articles a written consent, 
court decree of prior right, or affidavit of non-use of such 
domestic or foreign corporation to the adoption of its name, or 
of a deceptively similar name, has been given and is filed with 
the articles of incorporation the kind required by section 
302A.115, subdivision 1, paragraph (d). 
    The secretary of state shall determine whether a name is 
"deceptively similar" to another name for purposes of this 
section.  This section does not abrogate or limit the law of 
unfair competition or unfair practices, nor sections 333.001 to 
333.54, nor the laws of the United States with respect to the 
right to acquire and protect copyrights, trademarks, service 
names, service marks, or any other rights to the exclusive use 
of names or symbols, nor derogate the common law or principles 
of equity.  
    Sec. 31.  Minnesota Statutes 1982, section 318.02, 
subdivision 1, is amended to read: 
    Subdivision 1.  The term "declaration of trust" as used in 
this section means the declaration of trust, business trust 
instrument, trust indenture, contract of custodianship, or other 
instrument pursuant to which such association is organized.  
Every such association organized after April 20, 1961, for the 
purpose of transacting business in this state shall, prior to 
transacting any business in this state, file in the office of 
the secretary of state a true and correct copy of the 
"declaration of trust" under which the association proposes to 
conduct its business, which copy shall be sworn to, as being a 
true and correct copy, by the chairman of the board of trustees 
of such association, or by one of the trustees of such 
association, or by one of the persons or parties to the 
"declaration of trust."  The said sworn statement shall also 
contain a statement that the true and correct copy of the 
"declaration of trust" is being filed in the office of the 
secretary of state of the state of Minnesota pursuant to 
Minnesota Statutes 1961, chapter 318, and all acts amendatory 
thereof and shall also include the full name and street address 
of an agent of the business trust in this state.  That agent 
shall be the agent for service of process which shall be made 
pursuant to the provisions of section 543.08.  The "declaration 
of trust" may provide that the duration of such association 
shall be perpetual.  Upon the filing of the copy of the 
"declaration of trust" and the payment of a filing fee of $150 
to the secretary of state, the secretary of state shall issue to 
such association, or to the trustees named in the said 
"declaration of trust," or to the persons or parties to the 
"declaration of trust," a certificate showing that such 
"declaration of trust" has been duly filed in his office; 
whereupon, such association in its name shall be authorized to 
transact business in this state; provided that all other 
applicable laws have been complied with.  The "declaration of 
trust" may be amended as provided in the "declaration of trust" 
or in any amendments thereto but a true and correct copy of all 
amendments to the "declaration of trust," which copy shall be 
sworn to in like manner as provided above in filing a true and 
correct copy of the "declaration of trust," shall be filed in 
the office of the secretary of state upon the payment of a 
filing fee of $50 to the secretary of state and all amendments 
shall become effective at the time of said filing.  When such 
copy of the "declaration of trust" and any amendments thereto 
shall have been filed in the office of the secretary of state it 
shall constitute public notice as to the purposes and manner of 
the business to be engaged in by such association.  
    Sec. 32.  Minnesota Statutes 1982, section 322A.02, is 
amended to read: 
    322A.02 [NAME.] 
    The name of each limited partnership as set forth in its 
certificate of limited partnership: 
    (1) shall contain without abbreviation the words "limited 
partnership"; 
    (2) may not contain the name of a limited partner unless 
(i) it is also the name of a general partner or the corporate 
name of a corporate general partner, or (ii) the business of the 
limited partnership had been carried on under that name before 
the admission of that limited partner; 
    (3) may not contain any word or phrase indicating or 
implying that it is organized other than for a purpose stated in 
its certificate of limited partnership; 
    (4) may not be the same as, or deceptively similar to, the 
name of any a domestic corporation or limited partnership 
organized under the laws of this state or a foreign corporation 
or limited partnership authorized licensed or registered as a 
foreign corporation or limited partnership to do business in 
this state or a name the right to which is reserved or provided 
for in the manner provided for in sections 302A.117, 322A.03, or 
333.001 to 333.54, unless there is filed with the certificate a 
written consent, court decree of prior right, or affidavit of 
non-use, of the kind required by section 302A.115, subdivision 
1, paragraph (d); and 
    (5) may not contain the following words:  corporation, 
incorporated. 
    The secretary of state shall determine whether a name is 
"deceptively similar" to another name for purposes of this 
section and section 322A.03.  This section does not abrogate or 
limit the law of unfair competition or unfair practices, nor 
sections 333.001 to 333.54, nor the laws of the United States 
with respect to the right to acquire and protect copyrights, 
trademarks, service names, service marks, or any other rights to 
the exclusive use of names or symbols, nor derogate the common 
law or principles of equity.  
    Sec. 33.  Minnesota Statutes 1982, section 322A.86, is 
amended to read: 
    322A.86 [RELATIONSHIP TO SECTIONS 322.01 TO 322.31.] 
    A domestic limited partnership existing on January 1, 1981, 
shall be governed by sections 322.01 to 322.31 unless (1) the 
limited partnership elects to come under the provisions of 
sections 322A.01 to 322A.85, and the certificate of limited 
partnership is amended to reflect the intention and, the 
election and a certified copy of all previously filed limited 
partnership documents is filed with the secretary of state, and 
the election is filed with the county recorder; and (2) to so 
elect is not prohibited by the terms of the certificate of 
limited partnership in effect prior to January 1, 1981.  A 
domestic limited partnership formed after December 31, 1980 
shall be governed by sections 322A.01 to 322A.85. 
    Sec. 34.  Minnesota Statutes 1982, section 325D.67, 
subdivision 5, is amended to read: 
    Subd. 5.  [DUTY OF SECRETARY OF STATE ATTORNEY GENERAL.] If 
complaint shall be made to the secretary of state that any 
corporation authorized to do business in this state is guilty of 
unfair discrimination, within the terms of subdivisions 1 to 8, 
it shall be the duty of the secretary of state to refer the 
matter to the attorney general, who may, to review the complaint 
and if the facts justify it in his judgment, institute 
proceedings in the courts against such corporation.  
    Sec. 35.  Minnesota Statutes 1982, section 325D.67, 
subdivision 6, is amended to read: 
    Subd. 6.  [REVOCATION OF PERMIT.] If any corporation, 
foreign or domestic, authorized to do business in this state, is 
found guilty of unfair discrimination, within the terms of 
subdivisions 1 to 8, it shall be the duty of the attorney 
general to request the secretary of state to immediately revoke 
the permit of such corporation to do business in this state.  
    Sec. 36.  Minnesota Statutes 1982, section 331.02, 
subdivision 1, is amended to read: 
    Subdivision 1.  [QUALIFICATIONS.] In order to be qualified 
as a medium of official and legal publication, a newspaper shall:
    (1) Be printed in the English language in newspaper format 
and in column and sheet form equivalent in printed space to at 
least 1,200 square inches; 
    (2) If a weekly, be distributed at least once each week for 
50 weeks each year, or if a daily, at least five days each week; 
but in any week in which a legal holiday is included, not more 
than four issues of a daily paper are necessary; 
    (3) In at least half of its issues each year, have no more 
than 75 percent of its printed space comprised of advertising 
material and paid legal notices; and in all of its issues each 
year, have 25 percent if published more often than weekly or 50 
percent, if weekly, of its news columns devoted to news of local 
interest to the community which it purports to serve, but not 
more than 25 percent of its total nonadvertising column inches 
in any issue may wholly duplicate any other publication unless 
the duplicated material is from recognized general news services;
    (4) Be circulated in and near the municipality which it 
purports to serve, and have at least 500 copies regularly 
delivered to paying subscribers and have entry as second-class 
matter in its local post office, or have at least 500 copies 
regularly distributed without charge to local residents; 
    (5) Have its known office of issue established in the 
county in which lies, in whole or in part, the municipality 
which the newspaper purports to serve; 
    (6) File a copy of each issue immediately with the state 
historical society; 
    (6a) Be made available at single or subscription prices to 
any person, corporation, partnership or other unincorporated 
association requesting the newspaper and making the applicable 
payment, or be distributed without charge to local residents; 
    (7) Have complied with all the foregoing conditions of this 
subdivision for at least one year last past; 
    (8) The newspaper must annually publish and submit to the 
secretary of state a sworn United States Post Office 
second-class statement of ownership and circulation or in the 
absence of a permit must annually publish and submit a 
comparable statement of ownership and circulation covering a one 
year period ending not more than three months prior to 
publication verified by a recognized independent circulation 
auditing agency;  
    (9) The newspaper shall, between October 1 and December 31 
of each year, submit to the secretary of state a sworn printers 
affidavit of publication accompanied by the published statement 
required by section 331.02, subdivision 1, clause (8), that it 
has complied with all of the requirements of this subdivision. A 
newspaper which files the affidavit shall be qualified as a 
legal newspaper for the calendar year following filing.  
    Sec. 37.  Minnesota Statutes 1982, section 333.001, 
subdivision 3, is amended to read: 
    Subd. 3.  [TRUE NAME.] "True name" means the true full name 
of the natural person, if a proprietorship; the true full name 
of at least one each partner, if a partnership; the full 
corporate name as stated in its articles, if a corporation; the 
full name of the limited partnership, if a limited partnership; 
the true full name of at least one trustee, if a trust; or the 
true full name of at least one beneficial owner, if any other 
form of business organization. 
    Sec. 38.  Minnesota Statutes 1982, section 333.001, 
subdivision 4, is amended to read: 
    Subd. 4.  "Address" means the full residential address of 
each natural person, trustee or beneficial owner, or any 
corporation, included in subdivision 3, and the address of the 
principal place in Minnesota where the business is conducted or 
transacted, if different. 
    Sec. 39.  Minnesota Statutes 1982, section 333.01, is 
amended to read: 
    333.01 [COMMERCIAL ASSUMED NAMES; CERTIFICATE.] 
    No person shall hereafter carry on or conduct or transact a 
commercial business in this state under any designation, name, 
or style, which does not set forth the true name of every person 
interested in such business unless such person shall file in the 
office of the secretary of state, a certificate setting forth 
the name and business address under which the business is 
conducted or transacted, or is to be conducted or transacted, 
and the true name of the each person conducting or transacting 
the same, with the address of such person.  The certificate 
shall be executed and duly acknowledged by one of the persons 
conducting, or intending to conduct, the business.  The 
certificate shall be published after it has been filed with the 
secretary of state in a qualified newspaper in the county in 
which the person has a principal or registered office for two 
successive issues. 
    Sec. 40.  Minnesota Statutes 1982, section 333.02, is 
amended to read: 
    333.02 [FILING OF CERTIFICATE.] 
    Persons conducting or transacting any business under any 
designation, name, or style referred to in section 333.01 shall, 
before commencing such business, file such certificate and proof 
of publication shall publish the certificate in the manner 
prescribed in section 333.01.  
    Sec. 41.  Minnesota Statutes 1982, section 333.035, is 
amended to read: 
    333.035 [AMENDMENT OF CERTIFICATE.] 
    Within 60 days after the occurrence of any event which 
makes any statement in the last previous statement filed 
incorrect, an amended certificate shall be filed with proof of 
publication and the amended certificate shall be published by 
the person conducting the business in the same manner as 
provided by section 333.01. 
    Sec. 42.  Minnesota Statutes 1982, section 333.055, 
subdivision 1, is amended to read: 
    Subdivision 1.  Filing of a certificate with proof of 
publication hereunder shall be effective for a term of ten years 
from the date of filing and upon application filed within the 
six month period prior to the expiration of such term or a 
renewal thereof, on a form prescribed by the secretary of state, 
the certificate may be renewed for additional ten year terms.  A 
renewal fee as specified herein, payable to the secretary of 
state, shall accompany the application for renewal. 
    The secretary of state shall notify each person filing a 
certificate hereunder of the necessity of renewal thereof by 
writing to the last known address of the person at least six 
months prior to the certificate's expiration date. 
    Sec. 43.  Minnesota Statutes 1982, section 333.06, is 
amended to read: 
    333.06 [PLEADING FAILURE TO FILE CERTIFICATE; COSTS.] 
    If any person conducting a business contrary to the terms 
of sections 333.001 to 333.06 shall, prior to the filing of the 
certificate and proof of publication therein prescribed, 
commence a civil action, including an action to recover 
possession of real property in any court of this state on 
account of any contract made by, or transaction had on behalf of 
the business, the defendant may plead such failure in abatement 
of the action; and all proceedings had in the action shall 
thereupon be stayed until the certificate provided for by 
sections 333.001 to 333.06 is duly filed, and the defendant, in 
case he prevails in the action, shall also be entitled to tax 
$50 costs, in addition to such other statutory costs as may be 
allowed by law, and, in case he does not prevail in the action, 
shall be entitled to deduct $50 from the judgment otherwise 
recoverable therein and if a judgment for money is not otherwise 
recoverable therein, he shall be entitled to tax $50 costs.  If 
such a person defends against a civil action, the plaintiff 
shall be entitled to tax $50 costs, regardless of which party 
prevails upon the merits.  
    Sec. 44.  Minnesota Statutes 1982, section 333.19, 
subdivision 1, is amended to read: 
    Subdivision 1.  A trademark or service mark by which the 
goods or services of any applicant for registration may be 
distinguished from the goods or services of others shall not be 
registered if it; 
    (1) consists of or comprises immoral, deceptive or 
scandalous matter; or 
    (2) consists of or comprises matter which may disparage or 
falsely suggest a connection with persons, living or dead, 
institutions, beliefs, or national symbols, or bring them into 
contempt, or disrepute; or 
    (3) consists of or comprises the flag or coat of arms or 
other insignia of the United States, or of any state or 
municipality, or of any foreign nation, or any simulation 
thereof; or 
     (4) consists of or comprises the name, signature or 
portrait of any living individual, except with his written 
consent; or 
     (5) consists of a mark which, (a) when applied to the goods 
or used to identify the services of the applicant, is merely 
descriptive or deceptively misdescriptive of them, or (b) when 
applied to the goods or used to identify the services of the 
applicant is primarily geographically descriptive or deceptively 
misdescriptive of them, or (c) is primarily merely a surname 
provided, however, that nothing in this subsection (5) shall 
prevent the registration of a mark used in this state by the 
applicant which has become distinctive of the applicant's goods 
or services.  The secretary of state may accept as evidence that 
the mark has become distinctive, as applied to the applicant's 
goods or used to identify the services, proof of substantially 
exclusive and continuous use thereof as a mark by the applicant 
in this state for the five years next preceding the date of the 
filing of the application for registration; or 
    (6) consists of or comprises a mark which so resembles a 
mark registered in this state or a corporate or limited 
partnership name in use or reserved in this state by another, or 
a mark or trade name previously used in this state by another 
and not abandoned, as to be likely, when applied to the goods or 
used to identify the services of the applicant, to cause 
confusion or mistake or to deceive.  The secretary of state may 
require affidavits by both the applicant and by the holder of 
the previously registered name or mark in making this 
determination.  
    Sec. 45.  Minnesota Statutes 1982, section 333.21, 
subdivision 1, is amended to read: 
    Subdivision 1.  Upon a finding by the secretary of state 
that the mark and application for registration comply with the 
requirements of sections 333.18 to 333.31, and that the class 
indicated, if any, in which the mark is to be registered is not 
clearly incorrect, he shall cause a certificate of registration 
to be issued and delivered to the applicant.  The certificate of 
registration shall be issued under the signature of the 
secretary of state and the seal of the state, and shall show the 
registrant's name and business address and, if a corporation, 
the state of incorporation, the date claimed for the first use 
of the mark in this state, the class of goods or services and a 
description of the goods or services in connection with which 
the mark is used, a reproduction of the mark, the registration 
date and the term of the registration.  
    Sec. 46.  Minnesota Statutes 1983 Supplement, section 
336.9-401, is amended to read: 
    336.9-401 [PLACE OF FILING; ERRONEOUS FILING; REMOVAL OF 
COLLATERAL.] 
    (1) The proper place to file in order to perfect a security 
interest is as follows: 
    (a) When the collateral is consumer goods, or motor 
vehicles which are not inventory covered by a certificate of 
title, then in the office of the county recorder in the county 
of the debtor's residence if the debtor is an individual who is 
a resident of this state but if the debtor is an individual who 
is not a resident of this state or is a corporation, partnership 
or other organization then in the office of the secretary of 
state; 
    (b) When the collateral is equipment to be used in farming 
operations, or farm products, or accounts or general intangibles 
arising from or relating to the sale of farm products by a 
farmer, or crops growing or to be grown, then in the office of 
the county recorder in the county of the debtor's residence if 
the debtor is an individual or organization with residence in 
this state, but if the debtor is not a resident of this state, 
then in the office of the secretary of state;  
    (c) When the collateral is timber to be cut or is minerals 
or the like (including oil and gas) or accounts subject to 
subsection (5) of section 336.9-103, or when the financing 
statement is filed as a fixture filing (section 336.9-313) and 
the collateral is goods which are or are to become fixtures, 
then in the office where a mortgage on the real estate would be 
filed or recorded; 
    (d) In all other cases, in the office of the secretary of 
state. 
     (2) A filing which is made in good faith in an improper 
place or not in all of the places required by this section is 
nevertheless effective with regard to any collateral as to which 
the filing complied with the requirements of this article and is 
also effective with regard to collateral covered by the 
financing statement against any person who has knowledge of the 
contents of such financing statement. 
     (3) A filing which is made in the proper place in this 
state continues effective even though the debtor's residence in 
this state or the use of the collateral, whichever controlled 
the original filing, is thereafter changed. 
     (4) The rules stated in section 336.9-103 determine whether 
filing is necessary in this state. 
     (5) Notwithstanding the preceding subsections, the proper 
place to file in order to perfect a security interest in 
collateral, including fixtures, of a transmitting utility is the 
office of the secretary of state.  Such a filing shall not be 
deemed a separate filing from the filings required by other 
laws, if applicable, set forth in subsection (3) of section 
336.9-302.  This filing constitutes a fixture filing (section 
336.9-313) as to the collateral described therein which is or is 
to become fixtures. 
    (6) For the purposes of this section, the residence of an 
organization is its place of business if it has one or its chief 
executive office if it has more than one place of business. 
    (7) "Motor vehicle" means any device propelled or drawn by 
any power other than muscular power in, upon, or by which any 
person or property is or may be transported or drawn upon a 
highway, excepting building and road construction equipment and 
vehicles that are inventory of licensed dealers.  
    Sec. 47.  Minnesota Statutes 1982, section 336.9-402, is 
amended to read: 
    336.9-402 [FORMAL REQUISITES OF FINANCING STATEMENT; 
AMENDMENTS; MORTGAGE AS FINANCING STATEMENT.] 
    (1) A financing statement is sufficient if it gives the 
name of the debtor and the secured party, is signed by the 
debtor, gives an address of the secured party from which 
information concerning the security interest may be obtained, 
gives a mailing address of the debtor and contains a statement 
indicating the types or describing the items, of collateral.  A 
financing statement may be filed before a security agreement is 
made or a security interest otherwise attaches.  When the 
financing statement covers crops growing or to be grown, the 
statement must also contain a description of the real estate 
concerned and the name of the record owner thereof.  When the 
financing statement covers timber to be cut or covers minerals 
or the like (including oil and gas) or accounts subject to 
subsection (5) of section 336.9-103, or when the financing 
statement is filed as a fixture filing (section 336.9-313) and 
the collateral is goods which are or are to become fixtures, the 
statement must also comply with subsection (5).  A copy of the 
security agreement is sufficient as a financing statement if it 
contains the above information and is signed by the debtor.  A 
carbon, photographic or other reproduction of a security 
agreement or a financing statement is sufficient as a financing 
statement if the security agreement so provides or if the 
original has been filed in this state. 
    (2) A financing statement which otherwise complies with 
subsection (1) is sufficient when it is signed by the secured 
party instead of the debtor when it is filed to perfect a 
security interest in 
    (a) collateral already subject to a security interest in 
another jurisdiction when it is brought into this state, or when 
the debtor's location is changed to this state.  Such a 
financing statement must state that the collateral was brought 
into this state or that the debtor's location was changed to 
this state under such circumstances; or 
    (b) proceeds under section 336.9-306 if the security 
interest in the original collateral was perfected.  Such a 
financing statement must describe the original collateral; or 
    (c) collateral as to which the filing has lapsed within one 
year; or 
    (d) collateral acquired after a change of name, identity or 
corporate structure of the debtor (subsection (7)); or 
    (e) a lien filed pursuant to Minnesota Statutes, chapter 
514; or 
     (f) collateral which is subject to a filed judgment.  
    (2a) Except for documents filed under clauses (e) and (f), 
the reason for the omission of the debtor signature must be 
stated on the front of the financing statement.  
    (3) A form substantially as follows is sufficient to comply 
with subsection (1): 
    Name of debtor (or assignor) 
    .............................. 
    Address 
    .............................. 
    Name of secured party (or assignee) 
    .............................. 
    Address 
    .............................. 
    1.  This financing statement covers the following types (or 
items) of property: 
    (Describe) 
    .............................. 
    2.  (If collateral is crops) The above described crops are 
growing or are to be grown on: 
    (Describe real estate and the name of the record owner 
thereof) ...... 
    ....................................................... ....
    3.  (If applicable) The above goods are to become fixtures 
on 
    (Describe real estate).......................... and this 
financing statement is to be filed for record in the real estate 
records.  (If the debtor does not have an interest of record) 
The name of a record owner is ................. 
    4.  (If products of collateral are claimed) 
    Products of the collateral are also covered. 
    Use whichever signature line is applicable. 
    Signature of debtor (or assignor) 
    ......................... 
    Signature of secured party (or assignee) 
    ......................... 
    (4) A financing statement may be amended by filing a 
writing signed by both the debtor and the secured party.  If the 
sole purpose of the amendment is to change the name or address 
of the secured party, only the secured party need sign the 
amendment.  A writing is sufficient if it sets forth the name 
and address of the debtor and secured party as those items 
appear on the original financing statement or the most recently 
filed amendment, the file number and date of filing of the 
financing statement.  An amendment does not extend the period of 
effectiveness of a financing statement.  If any amendment adds 
collateral, it is effective as to the added collateral only from 
the filing date of the amendment.  In this article, unless the 
context otherwise requires, the term "financing statement" means 
the original financing statement and any amendments. 
    (5) A financing statement covering timber to be cut or 
covering minerals or the like (including oil and gas) or 
accounts subject to subsection (5) of section 336.9-103, or a 
financing statement filed as a fixture filing (section 
336.9-313) where the debtor is not a transmitting utility, must 
show that it covers this type of collateral, must recite that it 
is to be filed for record in the real estate records, and the 
financing statement must contain a description of the real 
estate sufficient if it were contained in a mortgage of the real 
estate to give constructive notice of the mortgage under the law 
of this state.  If the debtor does not have an interest of 
record in the real estate, the financing statement must show the 
name of a record owner.  No description of the real estate or 
the name of the record owner thereof is required for a fixture 
filing where the debtor is a transmitting utility. 
Notwithstanding the foregoing a general description of the real 
estate is sufficient for a fixture filing where a railroad is 
the record owner of the real estate on which the fixtures are or 
are to be located; and for the purposes of this subsection, the 
requirement of a general description is satisfied if the fixture 
filing (1) identifies the section, township and range numbers of 
the county in which the land is located; (2) identifies the 
quarter-quarter of the section that the land is located in; (3) 
indicates the name of the record owner of the real estate; and 
(4) states the street address of the real estate if one exists. 
    (6) A mortgage is effective as a financing statement filed 
as a fixture filing from the date of its recording if (a) the 
goods are described in the mortgage by item or type, (b) the 
goods are or are to become fixtures related to the real estate 
described in the mortgage, (c) the mortgage complies with the 
requirements for a financing statement in this section other 
than a recital that it is to be filed in the real estate 
records, and (d) the mortgage is duly recorded.  No fee with 
reference to the financing statement is required other than the 
regular recording and satisfaction fees with respect to the 
mortgage. 
    (7) A financing statement sufficiently shows the name of 
the debtor if it gives the individual, partnership or corporate 
name of the debtor, whether or not it adds other trade names or 
the names of partners.  Where the debtor so changes his name or 
in the case of an organization its name, identity or corporate 
structure that a filed financing statement becomes seriously 
misleading, the filing is not effective to perfect a security 
interest in collateral acquired by the debtor more than four 
months after the change, unless a new appropriate financing 
statement is filed before the expiration of that time.  A filed 
financing statement remains effective with respect to collateral 
transferred by the debtor even though the secured party knows of 
or consents to the transfer. 
    (8) A financing statement, amendment, continuation, 
assignment, release, or termination substantially complying with 
the requirements of this section is effective even though it 
contains minor errors which are not seriously misleading. 
    Sec. 48.  Minnesota Statutes 1982, section 336.9-403, is 
amended to read: 
    336.9-403 [WHAT CONSTITUTES FILING; DURATION OF FILING; 
EFFECT OF LAPSED FILING; DUTIES OF FILING OFFICER.] 
    (1) Presentation for filing of a financing statement and 
tender of the filing fee or acceptance of the statement by the 
filing officer constitutes filing under this article. 
    (2) Except as provided in subsection (6) a filed financing 
statement is effective for a period of five years from the date 
of filing.  The effectiveness of a filed financing statement 
lapses on the expiration of the five year period unless a 
continuation statement is filed prior to the lapse.  If a 
security interest perfected by filing exists at the time 
insolvency proceedings are commenced by or against the debtor, 
the security interest remains perfected until termination of the 
insolvency proceedings and thereafter for a period of 60 days or 
until expiration of the five year period, whichever occurs later 
regardless of whether the financing statement filed as to that 
security interest is destroyed by the filing officer pursuant to 
subsection (3).  Upon lapse the security interest becomes 
unperfected, unless it is perfected without filing.  If the 
security interest becomes unperfected upon lapse, it is deemed 
to have been unperfected as against a person who became a 
purchaser or lien creditor before lapse. 
     (3) A continuation statement may be filed by the secured 
party within six months prior to the expiration of the five year 
period specified in subsection (2).  Any such continuation 
statement must be signed by the secured party, set forth the 
name and address of the debtor and secured party as those items 
appear on the original financing statement or the most recently 
filed amendment, identify the original statement by file number 
and filing date, and state that the original statement is still 
effective.  A continuation statement signed by a person other 
than the secured party of record must be accompanied by a 
separate written statement of assignment signed by the secured 
party of record and complying with subsection (2) of section 
336.9-405, including payment of the required fee.  Upon timely 
filing of the continuation statement, the effectiveness of the 
original statement is continued for five years after the last 
date to which the filing was effective whereupon it lapses in 
the same manner as provided in subsection (2) unless another 
continuation statement is filed prior to such lapse. Succeeding 
continuation statements may be filed in the same manner to 
continue the effectiveness of the original statement. Unless a 
statute on disposition of public records provides otherwise, the 
filing officer may remove a lapsed statement from the files and 
destroy it immediately if he has retained a microfilm or other 
photographic record, or in other cases after one year after the 
lapse.  The filing officer shall so arrange matters by physical 
annexation of financing statements to continuation statements or 
other related filings, or by other means, that if he physically 
destroys the financing statements of a period more than five 
years past, those which have been continued by a continuation 
statement or which are still effective under subsection (6) 
shall be retained.  If insolvency proceedings are commenced by 
or against the debtor, the secured party shall notify the filing 
officer both upon commencement and termination of the 
proceedings, and the filing officer shall not destroy any 
financing statements filed with respect to the debtor until 
termination of the insolvency proceedings.  The security 
interest remains perfected until termination of the insolvency 
proceedings and thereafter for a period of 60 days or until 
expiration of the five year period, whichever occurs later. 
     (4) Except as provided in subsection (7) a filing officer 
shall mark each statement with a file number and with the date 
and hour of filing and shall hold the statement or a microfilm 
or other photographic copy thereof for public inspection.  In 
addition the filing officer shall index the statements according 
to the name of the debtor and shall note in the index the file 
number and the address of the debtor given in the statement. 
     (5) The secretary of state shall prescribe uniform forms 
for statements and samples thereof shall be furnished to all 
filing officers in the state.  The uniform fee for filing and 
indexing and for stamping a copy furnished by the secured party 
to show the date and place of filing for an original financing 
statement or for a continuation statement shall be $5 if the 
statement is in the standard form prescribed by the secretary of 
state and otherwise shall be $10, plus in each case, if the 
financing statement is subject to subsection (5) of section 
336.9-402, $5.  An additional fee of $5 shall be collected if 
more than one name is required to be indexed or if the secured 
party, at his option, shows a trade name for any debtor listed.  
There shall be no fee collected for the filing of an amendment 
to a financing statement if the amendment is in the standard 
form prescribed by the secretary of state and otherwise it shall 
be $5 does not add additional debtor names to the financing 
statement.  The fee for an amendment adding additional debtor 
names shall be $5 if the amendment is in the form prescribed by 
the secretary of state and, if otherwise, $10.  The fee for an 
amendment which is not in the form prescribed by the secretary 
of state but which does not add additional names shall be $5.  
    (6) If the debtor is a transmitting utility (subsection (5) 
of section 336.9-401) and a filed financing statement so states, 
it is effective until a termination statement is filed.  A real 
estate mortgage which is effective as a fixture filing under 
subsection (6) of section 336.9-402 remains effective as a 
fixture filing until the mortgage is released or satisfied of 
record or its effectiveness otherwise terminates as to the real 
estate. 
    (7) When a financing statement covers timber to be cut or 
covers minerals or the like (including oil and gas) or accounts 
subject to subsection (5) of section 336.9-103, or is filed as a 
fixture filing, it shall be filed for record and the filing 
officer shall index it under the names of the debtor and any 
owner of record shown on the financing statement in the same 
fashion as if they were the mortgagors in a mortgage of the real 
estate described, and, to the extent that the law of this state 
provides for indexing of mortgages under the name of the 
mortgagee, under the name of the secured party as if he were the 
mortgagee thereunder, or, for filing offices other than the 
secretary of state, where indexing is by description in the same 
fashion as if the financing statement were a mortgage of the 
real estate described.  If requested of the filing officer on 
the financing statement, a financing statement filed for record 
as a fixture filing in the same office where nonfixture filings 
are made is effective, without a dual filing, as to collateral 
listed thereon for which filing is required in such office 
pursuant to section 336.9-401 (1) (a); in such case, the filing 
officer shall also index the recorded statement in accordance 
with subsection (4) using the recording data in lieu of a file 
number. 
    (8) The fees provided for in this article shall supersede 
the fees for similar services otherwise provided for by law 
except in the case of security interests filed in connection 
with a certificate of title on a motor vehicle. 
    Sec. 49.  Minnesota Statutes 1982, section 336.9-404, is 
amended to read: 
    336.9-404 [TERMINATION STATEMENT.] 
    (1) If a financing statement covering consumer goods is 
filed on or after January 1, 1977, then within one month or 
within ten days following written demand by the debtor after 
there is no outstanding secured obligation and no commitment to 
make advances, incur obligations or otherwise give value, the 
secured party must file with each filing officer with whom the 
financing statement was filed, a termination statement to the 
effect that he no longer claims a security interest under the 
financing statement, which shall be identified by file number.  
The termination statement must set forth the name and address of 
the debtor and secured party as those items appear on the 
original financing statement or the most recently filed 
amendment; identify the original financing statement by file 
number and filing date; and be signed by the secured party.  In 
other cases whenever there is no outstanding secured obligation 
and no commitment to make advances, incur obligations, or 
otherwise give value, the secured party must on written demand 
by the debtor send the debtor, for each filing officer with whom 
the financing statement was filed, a termination statement to 
the effect that he no longer claims a security interest under 
the financing statement, which shall be identified by file 
number.  A termination statement signed by a person other than 
the secured party of record must be accompanied by a separate 
written statement of assignment signed by the secured party of 
record and complying with subsection (2) of section 336.9-405, 
including payment of the required fee.  If the affected secured 
party fails to file such a termination statement as required by 
this subsection, or to send such a termination statement within 
ten days after proper demand therefor he shall be liable to the 
debtor for $100, and in addition for any loss caused to the 
debtor by such failure. 
     (2) On presentation to the filing officer of such a 
termination statement he must note it in the index.  If he has 
received the termination statement in duplicate, he shall return 
one copy of the termination statement to the secured party 
stamped to show the time of receipt thereof.  If the filing 
officer has a microfilm or other photographic record of the 
financing statement, and of any related continuation statement, 
statement of assignment and statement of release, he may remove 
the originals from the files at any time after receipt of the 
termination statement, or if he has no such record, he may 
remove them from the files at any time after one year after 
receipt of the termination statement. 
    (3) There shall be no fee collected for the filing of a 
termination if the termination statement is in the standard form 
prescribed by the secretary of state and otherwise shall be $5, 
plus in each case, if the original financing statement was 
subject to subsection (5) of section 336.9-402, the fee 
prescribed by section 357.18, subdivision 1, clause (1).  
    Sec. 50.  Minnesota Statutes 1982, section 336.9-405, is 
amended to read: 
    336.9-405 [ASSIGNMENT OF SECURITY INTEREST; DUTIES OF 
FILING OFFICER; FEES.] 
    (1) A financing statement may disclose an assignment of a 
security interest in the collateral described in the financing 
statement by indication in the financing statement of the name 
and address of the assignee or by an assignment itself or a copy 
thereof on the face or back of the statement.  On presentation 
to the filing officer of such a financing statement the filing 
officer shall mark the same as provided in section 
336.9-403(4).  The uniform fee for filing, indexing, and 
furnishing filing data for a financing statement so indicating 
an assignment shall be the same as the fee prescribed in section 
336.9-403, clause (5). 
    (2) A secured party may assign of record may record an 
assignment of all or a part of his rights under a financing 
statement by the filing in the place where the original 
financing statement was filed of a separate written statement of 
assignment signed by the secured party of record and, setting 
forth the name and address of the secured party of record and 
the debtor as those items appear on the original financing 
statement or the most recently filed amendment, identifying the 
file number and the date of filing of the financing statement, 
and the giving the name and address of the assignee and 
containing a description of the collateral assigned.  A copy of 
the assignment is sufficient as a separate statement if it 
complies with the preceding sentence.  On presentation to the 
filing officer of such a separate statement, the filing officer 
shall mark such separate statement with the date and hour of the 
filing.  He shall note the assignment on the index of the 
financing statement, or in the case of a fixture filing, or a 
filing covering timber to be cut, or covering minerals or the 
like (including oil and gas) or accounts subject to subsection 
(5) of section 336.9-103, he shall index the assignment under 
the name of the assignor as grantor and, to the extent that the 
law of this state provides for indexing the assignment of a 
mortgage under the name of the assignee, he shall index the 
assignment of the financing statement under the name of the 
assignee.  The uniform fee for filing, indexing, and furnishing 
filing data about such a separate statement of assignment shall 
be $5 if the statement is in the standard form prescribed by the 
secretary of state and otherwise shall be $10, plus in each 
case, if the original financing statement was subject to 
subsection (5) of section 336.9-402, the fee prescribed by 
section 357.18, subdivision 1, clause (1).  An additional fee of 
$5 shall be charged if there is more than one name against which 
the statement of assignment is required to be indexed.  
Notwithstanding the provisions of this subsection, an assignment 
of record of a security interest in a fixture contained in a 
mortgage effective as a fixture filing (subsection (6) of 
section 336.9-402) may be made only by an assignment of the 
mortgage in the manner provided by the law of this state other 
than Laws 1976, chapter 135. 
    (3) After the disclosure or filing of an assignment under 
this section, the assignee is the secured party of record. 
    Sec. 51.  Minnesota Statutes 1982, section 336.9-406, is 
amended to read: 
    336.9-406 [RELEASE OF COLLATERAL; DUTIES OF FILING OFFICER; 
FEES.] 
    A secured party of record may by his signed statement 
release all or a part of any collateral described in a filed 
financing statement.  The statement of release is sufficient if 
it contains a description of the collateral being released, the 
name and address of the debtor, the name and address of the 
secured party as those items appear on the original financing 
statement or the most recently filed amendment, and the file 
number of identifies the original financing statement by file 
number and filing date.  A statement of release signed by a 
person other than the secured party of record must be 
accompanied by a separate written statement of assignment signed 
by the secured party of record and complying with subsection (2) 
of section 336.9-405, including payment of the required fee.  
Upon presentation of such a statement of release to the filing 
officer he shall mark the statement with the hour and date of 
filing and shall note the same upon the margin of the index of 
the filing of the financing statement.  There shall be no fee 
for filing and noting such a statement of release if the 
statement is in the standard form prescribed by the secretary of 
state and otherwise shall be $5, plus in each case, if the 
original financing statement was subject to subsection (5) of 
section 336.9-402, the fee prescribed by section 357.18, 
subdivision 1, clause (1). 
    Sec. 52.  Minnesota Statutes 1982, section 362A.01, 
subdivision 1, is amended to read: 
    Subdivision 1.  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 with the same powers and duties as those conferred 
and imposed on a private nonprofit corporation by chapter 317, 
and all present and future laws amending or supplementing that 
chapter, 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.  Each resolution shall include all of the 
provisions required by section 317.08, subdivision 2.  
    Sec. 53.  Minnesota Statues 1982, section 365.46, is 
amended to read: 
    365.46 [COPY OF RESOLUTION FILED WITH SECRETARY OF STATE.] 
    A certified copy of the resolution of the county board 
declaring such town to be dissolved shall forthwith be forwarded 
by the county auditor to the secretary of state, who shall, on 
receipt thereof, make appropriate entry in the records of his 
office of the dissolution of such town.  The county auditor 
shall also provide notice of the dissolution to the state 
demographer, the land management information center, the 
Minnesota municipal board, and the commissioner of 
transportation.  
    Sec. 54.  Minnesota Statutes 1982, section 379.05, is 
amended to read: 
    379.05 [RECORD OF DESCRIPTION OF TOWN, WHERE KEPT; ABSTRACT 
SENT TO COMMISSIONER OF REVENUE STATE AGENCIES.] 
    Each county auditor shall within 30 days after any such 
town is organized transmit by mail to the commissioner of 
revenue, the secretary of state, the state demographer, the land 
management information center, the Minnesota municipal board, 
and the commissioner of transportation an abstract of such 
report, giving the name and boundaries of such town and record 
in a book kept for that purpose a full description of each such 
town. 
    Sec. 55.  Minnesota Statutes 1983 Supplement, section 
507.09, is amended to read: 
    507.09 [FORMS APPROVED; AMENDMENTS.] 
    The several forms of deeds, mortgages, land contracts, 
assignments, satisfactions, and other conveyancing instruments 
prepared by the uniform conveyancing blanks commission and filed 
by the commission with the secretary of state pursuant to Laws 
1929, chapter 135, as amended by Laws 1931, chapter 34, are 
approved and recommended for use in the state.  Such forms shall 
be kept on file with and be preserved by the secretary of state 
commissioner of commerce as a public record.  The commissioner 
of securities and real estate may appoint an advisory task force 
on uniform conveyancing forms to recommend to the commissioner 
of securities and real estate amendments to existing forms or 
the adoption of new forms.  The task force shall expire, and the 
terms, compensation, and removal of members shall be as provided 
in section 15.059.  The commissioner of securities and real 
estate may adopt amended or new forms consistent with the laws 
of this state by rule in accordance with chapter 14. 
    Sec. 56.  Minnesota Statutes 1982, section 507.10, is 
amended to read: 
    507.10 [CERTIFIED COPIES OF FORMS TO BE PRESERVED.] 
    The board of county commissioners of each county in this 
state shall provide the county recorder and the judge of probate 
of the county with one copy of each form so approved, a copy of 
sections 507.09 to 507.14, a copy of the certificate of the 
Minnesota uniform conveyancing blanks commission contained in 
the book of forms filed in the office of the secretary of state 
commissioner of commerce, and a copy of his filing certificate, 
to be certified as herein provided.  Upon presentation to him of 
sufficient number of true copies of such forms, laws, and 
certificates in book form to carry out this provision, the 
secretary of state commissioner of commerce shall, without 
charge, certify the same to be true copies thereof.  Each county 
recorder and each judge of probate shall thereafter preserve one 
such certified copy on file in their respective offices for the 
convenient use of the public. 
    Sec. 57.  Minnesota Statutes 1982, section 540.152, is 
amended to read: 
    540.152 [SERVICE OF PROCESS ON UNIONS, GROUPS OR 
ASSOCIATIONS.] 
    The transaction of any acts, business or activities within 
the state of Minnesota by any officer, agent, representative, 
employee or member of any union or other groups or associations 
having officers, agents, members or property without the state 
on behalf of the union or other groups or associations or any of 
its members or affiliated local unions shall be deemed an 
appointment by the union or other groups or associations of the 
secretary of state of the state of Minnesota to be the true and 
lawful attorney of the union or other groups or associations, 
upon whom may be served all legal processes or notices in any 
action or proceeding against or involving the union or other 
groups or associations growing out of any acts, business or 
activities within the state of Minnesota resulting in damage or 
loss to person or property or giving rise to any cause of action 
under the laws of the state of Minnesota or to any matters or 
proceedings arising under the Minnesota Labor Relations Act. 
Such acts, business or activities shall be a signification of 
the agreement of the union or other groups or associations and 
its members that any process or notice in any action, matter or 
proceeding against or involving it, which is so served, shall be 
of the same legal force and validity as if served upon the union 
or other groups or associations and its members personally.  
Service of process or notice shall be made by filing a copy 
thereof in the office of the secretary of state, together with 
payment of a fee of $15 and together with an affidavit stating 
that no officer or managing agent of the union or other group or 
association has been found in this state and setting forth an 
address to which the service shall be forwarded.  The service 
shall be sufficient service upon the union or other groups or 
associations and its members.  Notice of service and a copy of 
the process or notice shall, within ten days thereafter, be sent 
by mail by the person who caused it to be served on the union or 
other groups or associations at its last known address and an 
affidavit of compliance with the provisions of this chapter 
shall be filed with the court or other state agency or 
department before which the action, matter, or proceeding is 
pending.  
    Sec. 58.  Minnesota Statutes 1982, section 543.08, is 
amended to read: 
    543.08 [SUMMONS, SERVICE UPON CERTAIN CORPORATIONS.] 
    If a private domestic corporation has no officer at the 
registered office of the corporation within the state upon whom 
service can be made, of which fact the return of the sheriff of 
the county in which that office is located, or the affidavit of 
a private person not a party, that none can be found in his that 
county shall be conclusive evidence, service of the summons upon 
it may be made by depositing two copies, together with a fee of 
$15 with the secretary of state, which shall be deemed personal 
service upon the corporation.  One of the copies shall be filed 
by the secretary, and the other forthwith mailed by him to the 
corporation by certified mail, if the place of its main office 
is known to him or is disclosed by the files of his office. 
    If the defendant is a foreign insurance corporation, the 
summons may be served by two copies delivered to the insurance 
commissioner, who shall file one in his office and forthwith 
mail the other postage prepaid to the defendant at its home 
office.  
    Sec. 59.  Minnesota Statutes 1983 Supplement, section 
648.39, subdivision 1, is amended to read: 
    Subdivision 1.  [FREE DISTRIBUTION.] The revisor of 
statutes shall without charge distribute each edition of 
Minnesota Statutes, supplement to the Minnesota Statutes, and 
the Laws of Minnesota to the persons, officers, departments, 
agencies, or commissions listed in this subdivision.  Prior to 
distribution of Minnesota Statutes, supplement to the Minnesota 
Statutes, or the Laws of Minnesota, the revisor of statutes 
shall inquire whether the full number of copies authorized by 
this subdivision are required for their work.  Unless a smaller 
number is needed, each edition shall be distributed without 
charge as follows: 
    (a) 30 copies to the supreme court; 
    (b) 30 copies to the court of appeals;  
    (c) 1 copy to each judge of a district court; 
    (d) 1 copy to the clerk of each district court for use in 
each courtroom of the district court of his county; 
    (e) 100 copies to the state law library; 
    (f) 100 copies to the law school of the University of 
Minnesota; 
         (g) 100 copies to the office of the attorney general; 
         (h) 10 copies each to the governor's office, the 
departments of agriculture, commerce, corrections, education, 
health, transportation, labor and industry, economic security, 
natural resources, public safety, public service, public 
welfare, and revenue, and the pollution control agency; 
    (i) 1 copy each to other state departments, agencies, 
boards, and commissions not specifically named in this 
subdivision; 
    (j) 1 copy to each member of the legislature; 
    (k) 100 copies for the use of the senate and 150 copies for 
the use of the house of representatives; 
    (l) 4 copies to the secretary of the senate; 
    (m) 4 copies to the chief clerk of the house of 
representatives; 
    (n) 1 copy to each judge, district attorney, clerk of court 
of the United States and the deputy clerk of each division of 
the United States district court in this state, the secretary of 
state of the United States, the library of congress, and the 
Minnesota historical society;  
    (o) 20 copies each to the department of administration, 
state auditor, and legislative auditor, and 5 copies to the 
office of the secretary of state; 
    (p) 1 copy to each county library maintained pursuant to 
chapter 134, except in counties containing cities of the first 
class.  If a county has not established a county library 
pursuant to chapter 134, the copy shall be provided to any 
public library in the county; and 
    (q) 50 copies to the revisor of statutes.  
    Sec. 60.  Laws 1981, chapter 270, section 144, is amended 
to read: 
    Sec. 144.  [EFFECTIVE DATES.] 
    Sections 1 to 121, 123, 124, 126, 129 to 138, 140, 141, and 
143 are effective July 1, 1981.  Sections 125, 127, 128, 139, 
and 142 are effective January 1, 1984.  Section 122 is effective 
January 1, 1985 1987. 
    Sec. 61.  [REPEALER.] 
    Minnesota Statutes 1982, sections 5.11; 51A.03, subdivision 
5; 62C.06, subdivision 4; 308.15, subdivision 3; and 507.31, 
subdivision 2 are repealed. 
    Approved May 2, 1984

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