1.1                          A bill for an act 
  1.2             relating to business organizations; regulating 
  1.3             business corporations, nonprofit corporations, and 
  1.4             limited liability companies; providing legal 
  1.5             recognition of electronic records and signatures; 
  1.6             regulating meetings by means of remote communications 
  1.7             and dissolutions and terminations; regulating use of 
  1.8             names by successor corporations; regulating investment 
  1.9             company authority to issue shares; defining terms; 
  1.10            making technical and conforming changes; providing for 
  1.11            mergers and acquisitions by business corporations; 
  1.12            amending Minnesota Statutes 2000, sections 302A.011, 
  1.13            subdivisions 17, 21, 31, 38, 50, by adding 
  1.14            subdivisions; 302A.115, subdivision 5; 302A.135, by 
  1.15            adding a subdivision; 302A.231; 302A.239, subdivisions 
  1.16            1, 2; 302A.431, subdivision 3; 302A.433, subdivision 
  1.17            3; 302A.436; 302A.441; 302A.449, subdivision 1; 
  1.18            302A.471, subdivision 1; 302A.621, subdivisions 1, 2, 
  1.19            3, 4; 302A.673, subdivision 1; 302A.734; 303.11; 
  1.20            317A.011, by adding subdivisions; 317A.231; 317A.239, 
  1.21            subdivisions 1, 2; 317A.431, subdivision 3; 317A.433, 
  1.22            subdivision 3; 317A.445; 317A.453, subdivision 1; 
  1.23            317A.733, subdivisions 3, 4; 322A.03; 322B.03, 
  1.24            subdivisions 36a, 45a, by adding subdivisions; 
  1.25            322B.12, subdivision 4; 322B.333, subdivision 3; 
  1.26            322B.336, subdivision 3; 322B.343; 322B.35, 
  1.27            subdivisions 1, 2; 322B.363, subdivision 1; 322B.643; 
  1.28            322B.656, subdivisions 1, 2; 322B.826; 323A.11-02; 
  1.29            333.055, subdivision 4; proposing coding for new law 
  1.30            in Minnesota Statutes, chapters 302A; 317A; 322B; 
  1.31            repealing Minnesota Statutes 2000, section 317A.449. 
  1.32  BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
  1.33                             ARTICLE 1 
  1.34                       BUSINESS CORPORATIONS 
  1.35     Section 1.  Minnesota Statutes 2000, section 302A.011, 
  1.36  subdivision 17, is amended to read: 
  1.37     Subd. 17.  [NOTICE.] "Notice" is given by a shareholder of 
  1.38  a corporation to the corporation or an officer of the 
  2.1   corporation when in writing and mailed or delivered to the 
  2.2   corporation or the officer at the registered office or principal 
  2.3   executive office of the corporation.  In all other cases, 
  2.4   "notice" is given to a person when mailed to the person at an 
  2.5   address designated by the person or at the last known address of 
  2.6   the person, or when communicated to the person orally, or when 
  2.7   handed to the person, or when left at the office of the person 
  2.8   with a clerk or other person in charge of the office, or if 
  2.9   there is no one in charge, when left in a conspicuous place in 
  2.10  the office, or if the office is closed or the person to be 
  2.11  notified has no office, when left at the dwelling house or usual 
  2.12  place of abode of the person with some person of suitable age 
  2.13  and discretion then residing therein.  Notice is also given by a 
  2.14  publicly held corporation to a shareholder if the notice is 
  2.15  addressed to the shareholder or group of shareholders in a 
  2.16  manner permitted by the rules and regulations under the 
  2.17  Securities Exchange Act of 1934, provided that the corporation 
  2.18  has first received any affirmative written consent or implied 
  2.19  consent required under those rules and regulations.  Notice by 
  2.20  mail is given when deposited in the United States mail with 
  2.21  sufficient postage affixed.  Notice is deemed received when it 
  2.22  is given.  
  2.23     Sec. 2.  Minnesota Statutes 2000, section 302A.011, 
  2.24  subdivision 21, is amended to read: 
  2.25     Subd. 21.  [PARENT.] "Parent" of a specified corporation 
  2.26  means a corporation that directly, or indirectly through related 
  2.27  corporations organizations, owns more than 50 percent of the 
  2.28  voting power of the shares entitled to vote for directors of the 
  2.29  specified corporation.  
  2.30     Sec. 3.  Minnesota Statutes 2000, section 302A.011, 
  2.31  subdivision 31, is amended to read: 
  2.32     Subd. 31.  [SUBSIDIARY.] "Subsidiary" of a specified 
  2.33  corporation means a corporation having more than 50 percent of 
  2.34  the voting power of its shares entitled to vote for directors 
  2.35  owned directly, or indirectly through related 
  2.36  corporations organizations, by the specified corporation. 
  3.1      Sec. 4.  Minnesota Statutes 2000, section 302A.011, 
  3.2   subdivision 38, is amended to read: 
  3.3      Subd. 38.  [CONTROL SHARE ACQUISITION.] "Control share 
  3.4   acquisition" means an acquisition, directly or indirectly, by an 
  3.5   acquiring person of beneficial ownership of shares of an issuing 
  3.6   public corporation that, except for section 302A.671, would, 
  3.7   when added to all other shares of the issuing public corporation 
  3.8   beneficially owned by the acquiring person, entitle the 
  3.9   acquiring person, immediately after the acquisition, to exercise 
  3.10  or direct the exercise of a new range of voting power within any 
  3.11  of the ranges specified in section 302A.671, subdivision 2, 
  3.12  paragraph (d), but does not include any of the following:  
  3.13     (a) an acquisition before, or pursuant to an agreement 
  3.14  entered into before, August 1, 1984; 
  3.15     (b) an acquisition by a donee pursuant to an inter vivos 
  3.16  gift not made to avoid section 302A.671 or by a distributee as 
  3.17  defined in section 524.1-201, clause (10); 
  3.18     (c) an acquisition pursuant to a security agreement not 
  3.19  created to avoid section 302A.671; 
  3.20     (d) an acquisition under sections 302A.601 to 302A.661, if 
  3.21  the issuing public corporation is a party to the transaction; 
  3.22     (e) an acquisition from the issuing public corporation; 
  3.23     (f) an acquisition for the benefit of others by a person 
  3.24  acting in good faith and not made to avoid section 302A.671, to 
  3.25  the extent that the person may not exercise or direct the 
  3.26  exercise of the voting power or disposition of the shares except 
  3.27  upon the instruction of others; 
  3.28     (g) an acquisition pursuant to a savings, employee stock 
  3.29  ownership, or other employee benefit plan of the issuing public 
  3.30  corporation or any of its subsidiaries, or by a fiduciary of the 
  3.31  plan acting in a fiduciary capacity pursuant to the plan; or 
  3.32     (h) an acquisition subsequent to January 1, 1991, pursuant 
  3.33  to an offer to purchase for cash pursuant to a tender offer, or 
  3.34  to exchange for stock pursuant to an exchange offer, all shares 
  3.35  of the voting stock of the issuing public corporation: 
  3.36     (i) which (1) that has been approved by a majority vote of 
  4.1   the members of a committee comprised composed solely of the one 
  4.2   or more disinterested members of the board of the issuing public 
  4.3   corporation formed pursuant to section 302A.673, subdivision 1, 
  4.4   paragraph (d), before the commencement of, or the public 
  4.5   announcement of the intent to commence, the tender or exchange 
  4.6   offer; and 
  4.7      (ii) (2) pursuant to which the acquiring person will become 
  4.8   the owner of over 50 percent of the voting stock of the issuing 
  4.9   public corporation outstanding at the time of the transaction. 
  4.10     For purposes of this subdivision, shares beneficially owned 
  4.11  by a plan described in clause (g), or by a fiduciary of a plan 
  4.12  described in clause (g) pursuant to the plan, are not deemed to 
  4.13  be beneficially owned by a person who is a fiduciary of the plan.
  4.14     Sec. 5.  Minnesota Statutes 2000, section 302A.011, 
  4.15  subdivision 50, is amended to read: 
  4.16     Subd. 50.  [MARKET VALUE.] "Market value," when used in 
  4.17  reference to shares or other property of any corporation, means 
  4.18  the following:  
  4.19     (1) (a) In the case of shares, the average closing sale 
  4.20  price of a share on the composite tape for New York Stock 
  4.21  Exchange listed shares during the 30 trading days immediately 
  4.22  preceding the date in question or, with respect to the 
  4.23  references in section 302A.553, subdivision 3, if a person or 
  4.24  persons selling the shares have commenced a tender offer or have 
  4.25  announced an intention to seek control of the corporation, 
  4.26  during the 30 trading days preceding the earlier of the 
  4.27  commencement of the tender offer or the making of the 
  4.28  announcement, in either case: 
  4.29     (1) on the composite tape for New York Stock Exchange 
  4.30  listed shares; or, 
  4.31     (2) if the shares are not quoted on the composite tape or 
  4.32  not listed on the New York Stock Exchange, on the principal 
  4.33  United States securities exchange registered under the 
  4.34  Securities Exchange Act of 1934 on which the shares are listed,; 
  4.35  or, 
  4.36     (3) if the shares are not listed on any such exchange, on 
  5.1   the NASDAQ National Nasdaq Stock Market,; or, 
  5.2      (4) if the shares are not quoted on the NASDAQ 
  5.3   National Nasdaq Stock Market, on the NASDAQ Small Cap Market, or 
  5.4   any system then in use, or, with respect to the reference in 
  5.5   section 302A.553, subdivision 3, if the person or persons 
  5.6   selling the shares shall have commenced a tender offer or have 
  5.7   announced an intention to seek control of the corporation, 
  5.8   during the 30 trading days preceding the earlier of the 
  5.9   commencement of the tender offer or the making of the 
  5.10  announcement, provided that.  
  5.11     If no quotation under clauses (1) through (4) is available, 
  5.12  then the market value is the fair market value on the date in 
  5.13  question of the shares as determined in good faith by the board 
  5.14  of the corporation;. 
  5.15     (2) (b) In the case of property other than cash or shares, 
  5.16  the fair market value of the property on the date in question as 
  5.17  determined in good faith by the board of the corporation. 
  5.18     Sec. 6.  Minnesota Statutes 2000, section 302A.011, is 
  5.19  amended by adding a subdivision to read: 
  5.20     Subd. 60.  [ELECTRONIC COMMUNICATION.] "Electronic 
  5.21  communication" means any form of communication, not directly 
  5.22  involving the physical transmission of paper, that creates a 
  5.23  record that may be retained, retrieved, and reviewed by a 
  5.24  recipient of the communication, and that may be directly 
  5.25  reproduced in paper form by the recipient through an automated 
  5.26  process. 
  5.27     Sec. 7.  Minnesota Statutes 2000, section 302A.011, is 
  5.28  amended by adding a subdivision to read: 
  5.29     Subd. 61.  [REMOTE COMMUNICATION.] "Remote communication" 
  5.30  means communication via electronic communication, conference 
  5.31  telephone, video conference, the Internet, or such other means 
  5.32  by which persons not physically present in the same location may 
  5.33  communicate with each other on a substantially simultaneous 
  5.34  basis. 
  5.35     Sec. 8.  Minnesota Statutes 2000, section 302A.011, is 
  5.36  amended by adding a subdivision to read: 
  6.1      Subd. 62.  [AUTHENTICATED.] "Authenticated" means, with 
  6.2   respect to an electronic communication, that the communication 
  6.3   is delivered to the principal place of business of the 
  6.4   corporation, or to an officer or agent of the corporation 
  6.5   authorized by the corporation to receive the communication, and 
  6.6   that the communication sets forth information from which the 
  6.7   corporation can reasonably conclude that the communication was 
  6.8   sent by the purported sender. 
  6.9      Sec. 9.  [302A.015] [LEGAL RECOGNITION OF ELECTRONIC 
  6.10  RECORDS AND SIGNATURES.] 
  6.11     Subdivision 1.  [DEFINITIONS.] (a) For purposes of this 
  6.12  section, the words, terms, and phrases defined in this 
  6.13  subdivision have the meanings given them. 
  6.14     (b) "Electronic" means relating to technology having 
  6.15  electrical, digital, magnetic, wireless, optical, 
  6.16  electromagnetic, or similar capabilities. 
  6.17     (c) "Electronic record" means a record created, generated, 
  6.18  sent, communicated, received, or stored by electronic means. 
  6.19     (d) "Electronic signature" means an electronic sound, 
  6.20  symbol, or process attached to or logically associated with a 
  6.21  record and executed or adopted by a person with the intent to 
  6.22  sign the record. 
  6.23     (e) "Record" means information that is inscribed on a 
  6.24  tangible medium or that is stored in an electronic or other 
  6.25  medium and is retrievable in perceivable form. 
  6.26     Subd. 2.  [ELECTRONIC RECORDS AND SIGNATURES.] For purposes 
  6.27  of this chapter: 
  6.28     (1) a record or signature may not be denied legal effect or 
  6.29  enforceability solely because it is in electronic form; 
  6.30     (2) a contract may not be denied legal effect or 
  6.31  enforceability solely because an electronic record was used in 
  6.32  its formation; 
  6.33     (3) if a provision requires a record to be in writing, an 
  6.34  electronic record satisfies the requirement; and 
  6.35     (4) if a provision requires a signature, an electronic 
  6.36  signature satisfies the requirement. 
  7.1      Sec. 10.  Minnesota Statutes 2000, section 302A.115, 
  7.2   subdivision 5, is amended to read: 
  7.3      Subd. 5.  [USE OF NAME BY SUCCESSOR CORPORATION.] A 
  7.4   corporation that is merged the surviving organization in a 
  7.5   merger with another domestic or foreign corporation one or more 
  7.6   other organizations, or that is incorporated by the 
  7.7   reorganization of one or more domestic or foreign corporations 
  7.8   organizations, or that acquires by sale, lease, or other 
  7.9   disposition to or exchange with a domestic corporation an 
  7.10  organization all or substantially all of the assets of 
  7.11  another domestic or foreign corporation organization, including 
  7.12  its name, may have the same name as that used in this state by 
  7.13  any of the other corporations organizations, if the 
  7.14  other corporation organization whose name is sought to be used 
  7.15  was incorporated organized under the laws of, or is authorized 
  7.16  to transact business in, this state.  
  7.17     Sec. 11.  Minnesota Statutes 2000, section 302A.135, is 
  7.18  amended by adding a subdivision to read: 
  7.19     Subd. 6.  [INVESTMENT COMPANIES.] Notwithstanding any 
  7.20  contrary provision of this chapter, the board of directors of a 
  7.21  corporation that is registered as an open-end management 
  7.22  investment company under the Investment Company Act of 1940 may, 
  7.23  without shareholder approval, increase or decrease, but not 
  7.24  below the then-outstanding shares, the aggregate number of 
  7.25  shares the corporation has authority to issue, including shares 
  7.26  of any class or series, unless a provision has been included in 
  7.27  the corporation's articles prohibiting the board from increasing 
  7.28  or decreasing the aggregate number of shares, or any class or 
  7.29  series of shares, as applicable, that the corporation has 
  7.30  authority to issue. 
  7.31     Sec. 12.  Minnesota Statutes 2000, section 302A.231, is 
  7.32  amended to read: 
  7.33     302A.231 [BOARD MEETINGS.] 
  7.34     Subdivision 1.  [TIME; PLACE.] Meetings of the board may be 
  7.35  held from time to time as provided in the articles or bylaws at 
  7.36  any place within or without the state that the board may select 
  8.1   or by any means described in subdivision 2.  If the board fails 
  8.2   to select a place for a meeting, the meeting shall be held at 
  8.3   the principal executive office, unless the articles or bylaws 
  8.4   provide otherwise.  The board of directors may determine under 
  8.5   subdivision 2 that a meeting of the board of directors shall be 
  8.6   held solely by means of remote communication. 
  8.7      Subd. 2.  [ELECTRONIC COMMUNICATIONS MEETINGS SOLELY BY 
  8.8   MEANS OF REMOTE COMMUNICATION.] (a) A conference Any meeting 
  8.9   among directors by any means of may be conducted solely by one 
  8.10  or more means of remote communication through which all of the 
  8.11  directors may simultaneously hear participate with each other 
  8.12  during the conference constitutes a board meeting, if the same 
  8.13  notice is given of the conference as would be meeting required 
  8.14  by subdivision 3 for a meeting 4, and if the number of directors 
  8.15  participating in the conference would be meeting is sufficient 
  8.16  to constitute a quorum at a meeting.  Participation in a meeting 
  8.17  by that means constitutes presence in person at the meeting.  
  8.18     (b) Subd. 3.  [PARTICIPATION IN MEETINGS BY MEANS OF REMOTE 
  8.19  COMMUNICATION.] A director may participate in a board 
  8.20  meeting not described in paragraph (a) by any means of 
  8.21  conference telephone or, if authorized by the board, by such 
  8.22  other means of remote communication, in each case through which 
  8.23  the director, other directors so participating, and all 
  8.24  directors physically present at the meeting may simultaneously 
  8.25  hear participate with each other during the meeting.  
  8.26  Participation in a meeting by that means constitutes presence in 
  8.27  person at the meeting.  
  8.28     Subd. 3. 4.  [CALLING MEETINGS; NOTICE.] Unless the 
  8.29  articles or bylaws provide for a different time period, a 
  8.30  director may call a board meeting by giving at least ten days' 
  8.31  notice or, in the case of organizational meetings pursuant to 
  8.32  section 302A.171, subdivision 2, at least three days' notice, to 
  8.33  all directors of the date, time, and place of the meeting.  The 
  8.34  notice need not state the purpose of the meeting unless the 
  8.35  articles or bylaws require it.  
  8.36     Subd. 4. 5.  [PREVIOUSLY SCHEDULED MEETINGS.] If the day or 
  9.1   date, time, and place of a board meeting have been provided in 
  9.2   the articles or bylaws, or announced at a previous meeting of 
  9.3   the board, no notice is required.  Notice of an adjourned 
  9.4   meeting need not be given other than by announcement at the 
  9.5   meeting at which adjournment is taken.  
  9.6      Subd. 5. 6.  [WAIVER OF NOTICE.] A director may waive 
  9.7   notice of a meeting of the board.  A waiver of notice by a 
  9.8   director entitled to notice is effective whether given before, 
  9.9   at, or after the meeting, and whether given in writing, orally, 
  9.10  or by attendance.  Attendance by a director at a meeting is a 
  9.11  waiver of notice of that meeting, except where the director 
  9.12  objects at the beginning of the meeting to the transaction of 
  9.13  business because the meeting is not lawfully called or convened 
  9.14  and does not participate thereafter in the meeting.  
  9.15     Sec. 13.  Minnesota Statutes 2000, section 302A.239, 
  9.16  subdivision 1, is amended to read: 
  9.17     Subdivision 1.  [METHOD.] An action required or permitted 
  9.18  to be taken at a board meeting may be taken by written action 
  9.19  signed, or consented to by authenticated electronic 
  9.20  communication, by all of the directors.  If the articles so 
  9.21  provide, any action, other than an action requiring shareholder 
  9.22  approval, may be taken by written action signed, or consented to 
  9.23  by authenticated electronic communication, by the number of 
  9.24  directors that would be required to take the same action at a 
  9.25  meeting of the board at which all directors were present. 
  9.26     Sec. 14.  Minnesota Statutes 2000, section 302A.239, 
  9.27  subdivision 2, is amended to read: 
  9.28     Subd. 2.  [EFFECTIVE TIME.] The written action is effective 
  9.29  when signed, or consented to by authenticated electronic 
  9.30  communication, by the required number of directors, unless a 
  9.31  different effective time is provided in the written action.  
  9.32     Sec. 15.  Minnesota Statutes 2000, section 302A.431, 
  9.33  subdivision 3, is amended to read: 
  9.34     Subd. 3.  [TIME; PLACE.] A regular meeting, if any, shall 
  9.35  be held on the day or date and at the time and place fixed by, 
  9.36  or in a manner authorized by, the articles or bylaws, except 
 10.1   that a meeting called by or at the demand of a shareholder 
 10.2   pursuant to subdivision 2 shall be held in the county where the 
 10.3   principal executive office of the corporation is located.  To 
 10.4   the extent authorized in the articles or bylaws, the board of 
 10.5   directors may determine that a regular meeting of the 
 10.6   shareholders shall be held solely by means of remote 
 10.7   communication in accordance with section 302A.436, subdivision 2.
 10.8      Sec. 16.  Minnesota Statutes 2000, section 302A.433, 
 10.9   subdivision 3, is amended to read: 
 10.10     Subd. 3.  [TIME; PLACE.] Special meetings shall be held on 
 10.11  the date and at the time and place fixed by the chief executive 
 10.12  officer, the chief financial officer, the board, or a person 
 10.13  authorized by the articles or bylaws to call a meeting, except 
 10.14  that a special meeting called by or at the demand of a 
 10.15  shareholder or shareholders pursuant to subdivision 2 shall be 
 10.16  held in the county where the principal executive office is 
 10.17  located.  To the extent authorized in the articles or bylaws, 
 10.18  the board of directors may determine that a special meeting of 
 10.19  the shareholders shall be held solely by means of remote 
 10.20  communication in accordance with section 302A.436, subdivision 2.
 10.21     Sec. 17.  Minnesota Statutes 2000, section 302A.436, is 
 10.22  amended to read: 
 10.23     302A.436 [ELECTRONIC REMOTE COMMUNICATIONS FOR SHAREHOLDER 
 10.24  MEETINGS.] 
 10.25     Subdivision 1.  [ELECTRONIC CONFERENCES CONSTRUCTION AND 
 10.26  APPLICATION.] If and This section shall be construed and applied 
 10.27  to: 
 10.28     (1) facilitate remote communication consistent with other 
 10.29  applicable law; and 
 10.30     (2) be consistent with reasonable practices concerning 
 10.31  remote communication and with the continued expansion of those 
 10.32  practices. 
 10.33     Subd. 2.  [SHAREHOLDER MEETINGS HELD SOLELY BY MEANS OF 
 10.34  REMOTE COMMUNICATION.] To the extent authorized in the articles 
 10.35  or bylaws or and determined by the board of a closely held 
 10.36  corporation, a conference among regular or special meeting of 
 11.1   shareholders may be held solely by any combination of means of 
 11.2   remote communication through which the shareholders may 
 11.3   simultaneously hear each other during participate in the 
 11.4   conference constitutes a regular or special meeting of 
 11.5   shareholders, if the same notice of the meeting is given of the 
 11.6   conference to every holder of shares entitled to vote as would 
 11.7   be required by this chapter for a meeting, and if the number of 
 11.8   shares held by the shareholders participating in the conference 
 11.9   meeting would be sufficient to constitute a quorum at a 
 11.10  meeting.  Participation in a conference by a shareholder by that 
 11.11  means constitutes presence at the meeting in person or by proxy 
 11.12  if all the other requirements of section 302A.449 are met. 
 11.13     Subd. 2 3.  [PARTICIPATION IN SHAREHOLDER MEETINGS BY 
 11.14  ELECTRONIC MEANS OF REMOTE COMMUNICATION.] If and To the extent 
 11.15  authorized in the articles or bylaws or and determined by the 
 11.16  board of a closely held corporation, a shareholder may 
 11.17  participate in not physically present in person or by proxy at a 
 11.18  regular or special meeting of shareholders not described in 
 11.19  subdivision 1 by any means of communication through which the 
 11.20  shareholder, other shareholders so participating, and all 
 11.21  shareholders physically present at the meeting may 
 11.22  simultaneously hear each other during the meeting may, by means 
 11.23  of remote communication, participate in a meeting of 
 11.24  shareholders held at a designated place.  Participation in a 
 11.25  meeting by a shareholder by that means constitutes presence at 
 11.26  the meeting in person or by proxy if all the other requirements 
 11.27  of section 302A.449 are met. 
 11.28     Subd. 3 4.  [REQUIREMENTS FOR MEETINGS HELD SOLELY BY MEANS 
 11.29  OF REMOTE COMMUNICATION AND FOR PARTICIPATION IN MEETINGS BY 
 11.30  ELECTRONIC MEANS OF REMOTE COMMUNICATION.] In any meeting of 
 11.31  shareholders held solely by means of remote communication under 
 11.32  subdivision 2 or in any meeting of shareholders held at a 
 11.33  designated place in which one or more shareholders participate 
 11.34  by means of remote communication under subdivision 3: 
 11.35     (1) the corporation shall implement reasonable measures to 
 11.36  verify that each person deemed present and entitled to vote at 
 12.1   the meeting by means of remote communication is a shareholder; 
 12.2   and 
 12.3      (2) the corporation shall implement reasonable measures to 
 12.4   provide each shareholder participating by means of remote 
 12.5   communication with a reasonable opportunity to participate in 
 12.6   the meeting, including an opportunity to: 
 12.7      (i) read or hear the proceedings of the meeting 
 12.8   substantially concurrently with those proceedings; 
 12.9      (ii) if allowed by the procedures governing the meeting, 
 12.10  have the shareholder's remarks heard or read by other 
 12.11  participants in the meeting substantially concurrently with the 
 12.12  making of those remarks; and 
 12.13     (iii) if otherwise entitled, vote on matters submitted to 
 12.14  the shareholders. 
 12.15     Subd. 5.  [NOTICE TO SHAREHOLDERS.] (a) Any notice to 
 12.16  shareholders given by the corporation under any provision of 
 12.17  this chapter, the articles, or the bylaws by a form of 
 12.18  electronic communication consented to by the shareholder to whom 
 12.19  the notice is given is effective when given.  The notice is 
 12.20  deemed given: 
 12.21     (1) if by facsimile communication, when directed to a 
 12.22  telephone number at which the shareholder has consented to 
 12.23  receive notice; 
 12.24     (2) if by electronic mail, when directed to an electronic 
 12.25  mail address at which the shareholder has consented to receive 
 12.26  notice; 
 12.27     (3) if by a posting on an electronic network on which the 
 12.28  shareholder has consented to receive notice, together with 
 12.29  separate notice to the shareholder of the specific posting, upon 
 12.30  the later of: 
 12.31     (i) the posting; and 
 12.32     (ii) the giving of the separate notice; and 
 12.33     (4) if by any other form of electronic communication by 
 12.34  which the shareholder has consented to receive notice, when 
 12.35  directed to the shareholder. 
 12.36  An affidavit of the secretary, other authorized officer, or 
 13.1   authorized agent of the corporation, that the notice has been 
 13.2   given by a form of electronic communication is, in the absence 
 13.3   of fraud, prima facie evidence of the facts stated in the 
 13.4   affidavit. 
 13.5      (b) Consent by a shareholder to notice given by electronic 
 13.6   communication may be given in writing or by authenticated 
 13.7   electronic communication.  The corporation is entitled to rely 
 13.8   on any consent so given until revoked by the shareholder, 
 13.9   provided that no revocation affects the validity of any notice 
 13.10  given before receipt by the corporation of revocation of the 
 13.11  consent. 
 13.12     Subd. 6.  [REVOCATION.] Any ballot, vote, authorization, or 
 13.13  consent submitted by electronic communication under this chapter 
 13.14  may be revoked by the shareholder submitting the ballot, vote, 
 13.15  authorization, or consent so long as the revocation is received 
 13.16  by an officer of the corporation at or before the meeting or 
 13.17  before an action without a meeting is effective according to 
 13.18  section 302A.441. 
 13.19     Subd. 7.  [WAIVER.] Waiver of notice by a shareholder of a 
 13.20  meeting by means of authenticated electronic communication 
 13.21  described in subdivisions 1 and 2 may be given in the manner 
 13.22  provided in section 302A.435, subdivision 4.  Participation in a 
 13.23  meeting by means of remote communication described in 
 13.24  subdivisions 1 and 2 and 3 is a waiver of notice of that 
 13.25  meeting, except where the shareholder objects at the beginning 
 13.26  of the meeting to the transaction of business because the 
 13.27  meeting is not lawfully called or convened, or objects before a 
 13.28  vote on an item of business because the item may not lawfully be 
 13.29  considered at the meeting and does not participate in the 
 13.30  consideration of the item at that meeting. 
 13.31     Sec. 18.  Minnesota Statutes 2000, section 302A.441, is 
 13.32  amended to read: 
 13.33     302A.441 [ACTION WITHOUT A MEETING.] 
 13.34     An action required or permitted to be taken at a meeting of 
 13.35  the shareholders may be taken without a meeting by written 
 13.36  action signed, or consented to by authenticated electronic 
 14.1   communication, by all of the shareholders entitled to vote on 
 14.2   that action.  The written action is effective when it has been 
 14.3   signed, or consented to by authenticated electronic 
 14.4   communication, by all of those shareholders, unless a different 
 14.5   effective time is provided in the written action.  
 14.6      Sec. 19.  Minnesota Statutes 2000, section 302A.449, 
 14.7   subdivision 1, is amended to read: 
 14.8      Subdivision 1.  [AUTHORIZATION.] (a) A shareholder may cast 
 14.9   or authorize the casting of a vote by (1) filing a written 
 14.10  appointment of a proxy, signed by the shareholder, with an 
 14.11  officer of the corporation at or before the meeting at which the 
 14.12  appointment is to be effective, or (2) telephonic transmission 
 14.13  or authenticated electronic communication, whether or not 
 14.14  accompanied by written instructions of the shareholder, of an 
 14.15  appointment of a proxy with the corporation or the corporation's 
 14.16  duly authorized agent at or before the meeting at which the 
 14.17  appointment is to be effective.  In addition, a shareholder of a 
 14.18  publicly held corporation may cast or authorize the casting of a 
 14.19  vote by a proxy by transmitting to the corporation or the 
 14.20  corporation's duly authorized agent before the meeting, an 
 14.21  appointment of a proxy by means of a telegram, cablegram, or any 
 14.22  other form of electronic transmission, including telephonic 
 14.23  transmission, whether or not accompanied by written instructions 
 14.24  of the shareholder.  The telephonic transmission or 
 14.25  authenticated electronic transmission communication must set 
 14.26  forth or be submitted with information from which it can be 
 14.27  determined that the appointment was authorized by the 
 14.28  shareholder.  If it is determined reasonably concluded that a 
 14.29  telegram, cablegram, or other electronic the telephonic 
 14.30  transmission or authenticated electronic communication is valid, 
 14.31  the inspectors of election or, if there are no inspectors, the 
 14.32  other persons making that determination shall specify the 
 14.33  information upon which they relied to make that 
 14.34  determination.  A proxy so appointed may vote on behalf of the 
 14.35  shareholder, or otherwise participate, in a meeting by remote 
 14.36  communication according to section 302A.436 to the extent the 
 15.1   shareholder appointing the proxy would have been entitled to 
 15.2   participate by remote communication according to section 
 15.3   302A.436 if the shareholder did not appoint the proxy. 
 15.4      (b) A copy, facsimile telecommunication, or other 
 15.5   reproduction of the original writing or transmission may be 
 15.6   substituted or used in lieu of the original writing or 
 15.7   transmission for any purpose for which the original writing or 
 15.8   transmission could be used, provided that the copy, facsimile 
 15.9   telecommunication, or other reproduction is a complete and 
 15.10  legible reproduction of the entire original writing or 
 15.11  transmission.  
 15.12     (c) An appointment of a proxy for shares held jointly by 
 15.13  two or more shareholders is valid if signed or otherwise 
 15.14  authorized consented to by authenticated electronic 
 15.15  communication by any one of them, unless the corporation 
 15.16  receives from any one of those shareholders written notice or 
 15.17  authenticated electronic communication either denying the 
 15.18  authority of that person to appoint a proxy or appointing a 
 15.19  different proxy.  
 15.20     Sec. 20.  Minnesota Statutes 2000, section 302A.471, 
 15.21  subdivision 1, is amended to read: 
 15.22     Subdivision 1.  [ACTIONS CREATING RIGHTS.] A shareholder of 
 15.23  a corporation may dissent from, and obtain payment for the fair 
 15.24  value of the shareholder's shares in the event of, any of the 
 15.25  following corporate actions:  
 15.26     (a) an amendment of the articles that materially and 
 15.27  adversely affects the rights or preferences of the shares of the 
 15.28  dissenting shareholder in that it:  
 15.29     (1) alters or abolishes a preferential right of the shares; 
 15.30     (2) creates, alters, or abolishes a right in respect of the 
 15.31  redemption of the shares, including a provision respecting a 
 15.32  sinking fund for the redemption or repurchase of the shares; 
 15.33     (3) alters or abolishes a preemptive right of the holder of 
 15.34  the shares to acquire shares, securities other than shares, or 
 15.35  rights to purchase shares or securities other than shares; 
 15.36     (4) excludes or limits the right of a shareholder to vote 
 16.1   on a matter, or to cumulate votes, except as the right may be 
 16.2   excluded or limited through the authorization or issuance of 
 16.3   securities of an existing or new class or series with similar or 
 16.4   different voting rights; except that an amendment to the 
 16.5   articles of an issuing public corporation that provides that 
 16.6   section 302A.671 does not apply to a control share acquisition 
 16.7   does not give rise to the right to obtain payment under this 
 16.8   section; 
 16.9      (b) a sale, lease, transfer, or other disposition of all or 
 16.10  substantially all of the property and assets of the corporation, 
 16.11  but not including a transaction permitted without shareholder 
 16.12  approval in section 302A.661, subdivision 1, or a disposition in 
 16.13  dissolution described in section 302A.725, subdivision 2, or a 
 16.14  disposition pursuant to an order of a court, or a disposition 
 16.15  for cash on terms requiring that all or substantially all of the 
 16.16  net proceeds of disposition be distributed to the shareholders 
 16.17  in accordance with their respective interests within one year 
 16.18  after the date of disposition; 
 16.19     (c) a plan of merger, whether under this chapter or under 
 16.20  chapter 322B, to which the corporation is a constituent 
 16.21  organization, except as provided in subdivision 3, and except 
 16.22  for a plan of merger adopted under section 302A.626; 
 16.23     (d) a plan of exchange, whether under this chapter or under 
 16.24  chapter 322B, to which the corporation is a party as the 
 16.25  corporation whose shares will be acquired by the acquiring 
 16.26  corporation, except as provided in subdivision 3; or 
 16.27     (e) any other corporate action taken pursuant to a 
 16.28  shareholder vote with respect to which the articles, the bylaws, 
 16.29  or a resolution approved by the board directs that dissenting 
 16.30  shareholders may obtain payment for their shares. 
 16.31     Sec. 21.  Minnesota Statutes 2000, section 302A.621, 
 16.32  subdivision 1, is amended to read: 
 16.33     Subdivision 1.  [WHEN AUTHORIZED; CONTENTS OF PLAN.] A 
 16.34  parent owning at least 90 percent of the outstanding shares of 
 16.35  each class and series of a subsidiary directly, or indirectly 
 16.36  through related corporations organizations, other than classes 
 17.1   or series that, absent this section, would otherwise not be 
 17.2   entitled to vote on the merger, may merge the subsidiary into 
 17.3   itself or into any other subsidiary at least 90 percent of the 
 17.4   outstanding shares of each class and series of which is owned by 
 17.5   the parent directly, or indirectly through related corporations 
 17.6   organizations, other than classes or series that, absent this 
 17.7   section, would otherwise not be entitled to vote on the merger, 
 17.8   without a vote of the shareholders of itself or any subsidiary 
 17.9   or may merge itself, or itself and one or more of the 
 17.10  subsidiaries, into one of the subsidiaries under this section.  
 17.11  A resolution approved by the affirmative vote of a majority of 
 17.12  the directors of the parent present shall set forth a plan of 
 17.13  merger that contains:  
 17.14     (a) (1) the name of the subsidiary or subsidiaries, the 
 17.15  name of the parent and the name of the surviving corporation; 
 17.16     (b) (2) the manner and basis of converting the shares of 
 17.17  the subsidiary or subsidiaries or parent into securities of the 
 17.18  parent, subsidiary, or of another corporation or, in whole or in 
 17.19  part, into money or other property; 
 17.20     (c) (3) if the parent is a constituent corporation but is 
 17.21  not the surviving corporation in the merger, a provision for the 
 17.22  pro rata issuance of shares of the surviving corporation to the 
 17.23  holders of shares of the parent on surrender of any certificates 
 17.24  for shares of the parent; and 
 17.25     (d) (4) if the surviving corporation is a subsidiary, a 
 17.26  statement of any amendments to the articles of the surviving 
 17.27  corporation that will be part of the merger.  
 17.28     If the parent is a constituent corporation and the 
 17.29  surviving corporation in the merger, it may change its corporate 
 17.30  name, without a vote of its shareholders, by the inclusion of a 
 17.31  provision to that effect in the resolution of merger setting 
 17.32  forth the plan of merger that is approved by the affirmative 
 17.33  vote of a majority of the directors of the parent present.  Upon 
 17.34  the effective date of the merger, the name of the parent shall 
 17.35  be changed. 
 17.36     If the parent is a constituent corporation but is not the 
 18.1   surviving corporation in the merger, the resolution is not 
 18.2   effective unless it is also approved by the affirmative vote of 
 18.3   the holders of a majority of the voting power of all shares of 
 18.4   the parent entitled to vote at a regular or special meeting held 
 18.5   in accordance with section 302A.613 if the parent is a domestic 
 18.6   corporation or in accordance with the laws under which it is 
 18.7   incorporated if the parent is a foreign corporation. 
 18.8      Sec. 22.  Minnesota Statutes 2000, section 302A.621, 
 18.9   subdivision 2, is amended to read: 
 18.10     Subd. 2.  [NOTICE TO SHAREHOLDERS OF SUBSIDIARY.] Notice of 
 18.11  the action, including a copy of the plan of merger, shall be 
 18.12  mailed given to each shareholder, other than the parent and any 
 18.13  subsidiary, of each subsidiary that is a constituent corporation 
 18.14  in the merger before, or within ten days after, the effective 
 18.15  date of the merger.  
 18.16     Sec. 23.  Minnesota Statutes 2000, section 302A.621, 
 18.17  subdivision 3, is amended to read: 
 18.18     Subd. 3.  [ARTICLES OF MERGER; CONTENTS OF ARTICLES.] 
 18.19  Articles of merger shall be prepared that contain:  
 18.20     (a) (1) the plan of merger; 
 18.21     (b) (2) the number of outstanding shares of each class and 
 18.22  series of each subsidiary that is a constituent corporation in 
 18.23  the merger, other than the classes or series that, absent this 
 18.24  section, would otherwise not be entitled to vote on the merger, 
 18.25  and the number of shares of each class and series of the 
 18.26  subsidiary or subsidiaries, other than classes or series that, 
 18.27  absent this section, would otherwise not be entitled to vote on 
 18.28  the merger, owned by the parent directly, or indirectly through 
 18.29  related corporations organizations; and 
 18.30     (c) The date a copy of the plan of merger was mailed to 
 18.31  shareholders, other than the parent or a subsidiary, of each 
 18.32  subsidiary that is a constituent corporation in the merger; and 
 18.33     (d) (3) a statement that the plan of merger has been 
 18.34  approved by the parent under this section.  
 18.35     Sec. 24.  Minnesota Statutes 2000, section 302A.621, 
 18.36  subdivision 4, is amended to read: 
 19.1      Subd. 4.  [ARTICLES SIGNED, FILED.] Within 30 days after a 
 19.2   copy of the plan of merger is mailed to shareholders of each 
 19.3   subsidiary that is a constituent corporation to the merger, or 
 19.4   upon waiver of the mailing by the holders of all outstanding 
 19.5   shares of each subsidiary that is a constituent corporation to 
 19.6   the merger, The articles of merger shall be signed on behalf of 
 19.7   the parent and filed with the secretary of state.  
 19.8      Sec. 25.  [302A.626] [MERGER TO EFFECT A HOLDING COMPANY 
 19.9   REORGANIZATION.] 
 19.10     Subdivision 1.  [DEFINITIONS.] (a) For purposes of this 
 19.11  section, the terms defined in this subdivision have the meanings 
 19.12  given them. 
 19.13     (b) "Holding company" means the corporation that is or 
 19.14  becomes the direct parent of the surviving corporation of a 
 19.15  merger accomplished under this section. 
 19.16     (c) "Parent constituent corporation" means the parent that 
 19.17  merges with or into the subsidiary constituent corporation. 
 19.18     (d) "Subsidiary constituent corporation" means the 
 19.19  subsidiary that the parent constituent corporation merges with 
 19.20  or into in the merger. 
 19.21     Subd. 2.  [AUTHORIZATION.] Unless its articles expressly 
 19.22  provide otherwise, and subject to subdivision 3, a parent 
 19.23  constituent corporation may merge with or into a subsidiary 
 19.24  constituent corporation without a vote of the shareholders of 
 19.25  the parent constituent corporation. 
 19.26     Subd. 3.  [REQUIREMENTS.] A merger may be accomplished 
 19.27  under this section only if each of the following requirements is 
 19.28  met: 
 19.29     (1) the holding company and the constituent corporations to 
 19.30  the merger are each organized under this chapter; 
 19.31     (2) at all times following the issuance of shares until the 
 19.32  consummation of a merger under this section, the holding company 
 19.33  was a direct wholly owned subsidiary of the parent constituent 
 19.34  corporation; 
 19.35     (3) immediately before the consummation of a merger under 
 19.36  this section, the subsidiary constituent corporation is an 
 20.1   indirect wholly owned subsidiary of the parent constituent 
 20.2   corporation and a direct wholly owned subsidiary of the holding 
 20.3   company; 
 20.4      (4) the parent constituent corporation and the subsidiary 
 20.5   constituent corporation are the only constituent corporations to 
 20.6   the merger; 
 20.7      (5) immediately after the merger becomes effective, the 
 20.8   surviving corporation becomes or remains a direct wholly owned 
 20.9   subsidiary of the holding company; 
 20.10     (6) each share or fraction of a share of the parent 
 20.11  constituent corporation outstanding immediately before the 
 20.12  effective time of the merger is converted in the merger into a 
 20.13  share or equal fraction of a share of the holding company having 
 20.14  the same designation and relative rights and preferences, and 
 20.15  the same restrictions thereon, as the share or fraction of a 
 20.16  share of the parent constituent corporation being converted in 
 20.17  the merger; 
 20.18     (7) the articles and bylaws of the holding company 
 20.19  immediately following the effective time of the merger contain 
 20.20  provisions identical to the articles and bylaws of the parent 
 20.21  constituent corporation immediately before the effective time of 
 20.22  the merger, other than provisions, if any, regarding the 
 20.23  incorporator or incorporators, the corporate name, the 
 20.24  registered office and agent, the initial board of directors, and 
 20.25  the initial subscribers for shares and the provisions contained 
 20.26  in any amendment to the articles of the parent constituent 
 20.27  corporation that were necessary to effect an exchange, 
 20.28  reclassification, or cancellation of shares, if the exchange, 
 20.29  reclassification, or cancellation has become effective; 
 20.30     (8) the articles and bylaws of the surviving corporation 
 20.31  immediately following the effective time of the merger are 
 20.32  identical to the articles and bylaws of the parent constituent 
 20.33  corporation immediately before the effective time of the merger, 
 20.34  other than provisions, if any, regarding the incorporator or 
 20.35  incorporators, the corporate name, the registered office and 
 20.36  agent, the initial board of directors, and the initial 
 21.1   subscribers for shares and the provisions contained in any 
 21.2   amendment to the articles of the parent constituent corporation 
 21.3   that were necessary to effect an exchange, reclassification, or 
 21.4   cancellation of shares, if the exchange, reclassification, or 
 21.5   cancellation has become effective, except that: 
 21.6      (i) the articles of the surviving corporation shall be 
 21.7   amended in the merger to contain a provision requiring that any 
 21.8   act or transaction by or involving the surviving corporation, 
 21.9   other than the election or removal of directors of the surviving 
 21.10  corporation, that requires for its adoption under this chapter 
 21.11  or its articles the approval of the shareholders of the 
 21.12  surviving corporation shall, by specific reference to this 
 21.13  section, require, in addition, the approval of the shareholders 
 21.14  of the holding company, or any successor by merger, by the same 
 21.15  vote as is required by this chapter and/or by the articles of 
 21.16  the surviving corporation; and 
 21.17     (ii) the articles of the surviving corporation may be 
 21.18  amended in the merger to reduce the number of classes, series, 
 21.19  and shares that the surviving corporation is authorized to 
 21.20  issue; 
 21.21     (9) the directors of the parent constituent corporation 
 21.22  become or remain the directors of the holding company 
 21.23  immediately after the merger becomes effective; 
 21.24     (10) the board of directors of the parent constituent 
 21.25  corporation determines that the shareholders of the parent 
 21.26  constituent corporation will not recognize gain or loss for 
 21.27  United States federal income tax purposes; and 
 21.28     (11) a resolution approved by the affirmative vote of a 
 21.29  majority of the directors of the parent constituent corporation 
 21.30  present sets forth a plan of merger that contains provisions 
 21.31  addressing the requirements of clauses (1) to (10). 
 21.32     Subd. 4.  [REMOVAL OF DIRECTORS OF SURVIVING 
 21.33  CORPORATION.] Neither subdivision 3, clause (8), item (i), nor 
 21.34  any provisions of the surviving corporation's articles required 
 21.35  by that item may be construed to require approval of the 
 21.36  shareholders of the holding company to elect or remove directors 
 22.1   of the surviving corporation. 
 22.2      Subd. 5.  [INTERACTION WITH CERTAIN OTHER SECTIONS.] To the 
 22.3   extent restrictions under section 302A.671 or 302A.673 applied 
 22.4   to the parent constituent corporation or any of its shareholders 
 22.5   at the effective time of the merger, those restrictions apply to 
 22.6   the holding company and its shareholders immediately after the 
 22.7   merger becomes effective as though the holding company were the 
 22.8   parent constituent corporation.  No shareholder who, immediately 
 22.9   before the merger becomes effective, was not an acquiring person 
 22.10  or an interested shareholder of the parent constituent 
 22.11  corporation shall, solely by reason of the merger, become an 
 22.12  acquiring person or interested shareholder of the holding 
 22.13  company. 
 22.14     Subd. 6.  [SHARE CERTIFICATES.] If the name of the holding 
 22.15  company at the time the merger takes effect is the same as the 
 22.16  name of the parent constituent corporation immediately before 
 22.17  that time, the shares of the holding company into which the 
 22.18  shares of the parent constituent corporation are converted in 
 22.19  the merger must, unless new certificates are issued, be 
 22.20  represented by the share certificates that previously 
 22.21  represented shares of the parent constituent corporation. 
 22.22     Subd. 7.  [ARTICLES OF MERGER; FILING WITH SECRETARY OF 
 22.23  STATE.] (a) Articles of merger must be prepared that contain: 
 22.24     (1) the plan of merger; and 
 22.25     (2) a statement that the plan of merger was adopted under 
 22.26  this section. 
 22.27     (b) The articles of merger must be signed on behalf of the 
 22.28  parent constituent corporation and filed with the secretary of 
 22.29  state. 
 22.30     Subd. 8.  [CERTIFICATE.] The secretary of state shall issue 
 22.31  a certificate of merger to the surviving corporation or its 
 22.32  legal representative. 
 22.33     Subd. 9.  [NONEXCLUSIVITY.] A merger between a parent and a 
 22.34  subsidiary may be accomplished under sections 302A.611, 
 22.35  302A.613, and 302A.615, or section 302A.621 instead of this 
 22.36  section, in which case this section does not apply. 
 23.1      Sec. 26.  Minnesota Statutes 2000, section 302A.673, 
 23.2   subdivision 1, is amended to read: 
 23.3      Subdivision 1.  [BUSINESS COMBINATION WITH INTERESTED 
 23.4   SHAREHOLDER; APPROVAL BY DIRECTORS.] (a) Notwithstanding 
 23.5   anything to the contrary contained in this chapter (except the 
 23.6   provisions of subdivision 3), an issuing public corporation may 
 23.7   not engage in any business combination, or vote, consent, or 
 23.8   otherwise act to authorize a subsidiary of the issuing public 
 23.9   corporation to engage in any business combination, with, with 
 23.10  respect to, proposed by or on behalf of, or pursuant to any 
 23.11  written or oral agreement, arrangement, relationship, 
 23.12  understanding, or otherwise with, any interested shareholder of 
 23.13  the issuing public corporation or any affiliate or associate of 
 23.14  the interested shareholder for a period of four years following 
 23.15  the interested shareholder's share acquisition date unless the 
 23.16  business combination or the acquisition of shares made by the 
 23.17  interested shareholder on the interested shareholder's share 
 23.18  acquisition date is approved before the interested shareholder's 
 23.19  share acquisition date, or on the share acquisition date but 
 23.20  prior to the interested shareholder's becoming an interested 
 23.21  shareholder on the share acquisition date, by a committee of the 
 23.22  board of the issuing public corporation formed in accordance 
 23.23  with paragraph (d). 
 23.24     (b) If a good faith definitive proposal regarding a 
 23.25  business combination is made in writing to the board of the 
 23.26  issuing public corporation, a committee of the board formed in 
 23.27  accordance with paragraph (d) shall consider and take action on 
 23.28  the proposal and respond in writing within 30 days after receipt 
 23.29  of the proposal by the issuing public corporation, setting forth 
 23.30  its decision regarding the proposal. 
 23.31     (c) If a good faith definitive proposal to acquire shares 
 23.32  is made in writing to the board of the issuing public 
 23.33  corporation, a committee of the board formed in accordance with 
 23.34  paragraph (d), shall consider and take action on the proposal 
 23.35  and respond in writing within 30 days after receipt of the 
 23.36  proposal by the issuing public corporation, setting forth its 
 24.1   decision regarding the proposal.  
 24.2      (d)(1) When a business combination or acquisition of shares 
 24.3   is proposed pursuant to this subdivision, the board shall 
 24.4   promptly form a committee composed solely of all of the board's 
 24.5   one or more disinterested directors.  The committee shall take 
 24.6   action on the proposal by the affirmative vote of a majority of 
 24.7   committee members.  No larger proportion or number of votes 
 24.8   shall be required.  Notwithstanding the provisions of section 
 24.9   302A.241, subdivision 1, the committee shall not be subject to 
 24.10  any direction or control by the board with respect to the 
 24.11  committee's consideration of, or any action concerning, a 
 24.12  business combination or acquisition of shares pursuant to this 
 24.13  section. 
 24.14     (2) A committee formed pursuant to this subdivision shall 
 24.15  be composed of one or more members.  Only disinterested 
 24.16  directors may be members of a committee formed pursuant to this 
 24.17  subdivision.  However, If the board has no disinterested 
 24.18  directors, the board shall select three or more disinterested 
 24.19  persons to be committee members.  Committee members are deemed 
 24.20  to be directors for purposes of sections 302A.251, 302A.255, and 
 24.21  302A.521. 
 24.22     (3) For purposes of this subdivision, a director or person 
 24.23  is "disinterested" if the director or person is neither an 
 24.24  officer nor an employee, nor has been an officer or employee 
 24.25  within five years preceding the formation of the committee 
 24.26  pursuant to this section, of the issuing public corporation, or 
 24.27  of a related organization. 
 24.28     Sec. 27.  Minnesota Statutes 2000, section 302A.734, is 
 24.29  amended to read: 
 24.30     302A.734 [EFFECTIVE DATE OF DISSOLUTION; CERTIFICATE.] 
 24.31     Subdivision 1.  [EFFECTIVE DATE.] When the articles of 
 24.32  dissolution have been filed with the secretary of state, or on a 
 24.33  later date or a later time each within 30 days after filing if 
 24.34  the articles of dissolution so provide, the corporation is 
 24.35  dissolved. 
 24.36     Subd. 2.  [CERTIFICATE.] The secretary of state shall issue 
 25.1   to the dissolved corporation or its legal representative a 
 25.2   certificate of dissolution that contains: 
 25.3      (1) the name of the corporation; 
 25.4      (2) the date and time the articles of dissolution were 
 25.5   filed with the secretary of state is effective; and 
 25.6      (3) a statement that the corporation is dissolved at the 
 25.7   effective date and time of the dissolution. 
 25.8                              ARTICLE 2 
 25.9                     LIMITED LIABILITY COMPANIES 
 25.10     Section 1.  Minnesota Statutes 2000, section 322B.03, is 
 25.11  amended by adding a subdivision to read: 
 25.12     Subd. 6a.  [AUTHENTICATED.] "Authenticated" means, with 
 25.13  respect to an electronic communication, that the communication 
 25.14  is delivered to the principal place of business of the limited 
 25.15  liability company, or to a manager or agent of the limited 
 25.16  liability company authorized by the limited liability company to 
 25.17  receive the communication, and that the communication sets forth 
 25.18  information from which the limited liability company can 
 25.19  reasonably conclude that the communication was sent by the 
 25.20  purported sender. 
 25.21     Sec. 2.  Minnesota Statutes 2000, section 322B.03, is 
 25.22  amended by adding a subdivision to read: 
 25.23     Subd. 17b.  [ELECTRONIC COMMUNICATION.] "Electronic 
 25.24  communication" means any form of communication, not directly 
 25.25  involving the physical transmission of paper, that creates a 
 25.26  record that may be retained, retrieved, and reviewed by a 
 25.27  recipient of the communication, and that may be directly 
 25.28  reproduced in paper form by the recipient through an automated 
 25.29  process. 
 25.30     Sec. 3.  Minnesota Statutes 2000, section 322B.03, 
 25.31  subdivision 36a, is amended to read: 
 25.32     Subd. 36a.  [PARENT.] "Parent" of a specified limited 
 25.33  liability company means a limited liability company or a 
 25.34  corporation that directly or indirectly through related 
 25.35  organizations owns more than 50 percent of the voting power of 
 25.36  the membership interests entitled to vote for governors of the 
 26.1   specified limited liability company. 
 26.2      Sec. 4.  Minnesota Statutes 2000, section 322B.03, is 
 26.3   amended by adding a subdivision to read: 
 26.4      Subd. 41a.  [REMOTE COMMUNICATION.] "Remote communication" 
 26.5   means communication via electronic communication, conference 
 26.6   telephone, video conference, the Internet, or such other means 
 26.7   by which persons not physically present in the same location may 
 26.8   communicate with each other on a substantially simultaneous 
 26.9   basis. 
 26.10     Sec. 5.  Minnesota Statutes 2000, section 322B.03, 
 26.11  subdivision 45a, is amended to read: 
 26.12     Subd. 45a.  [SUBSIDIARY.] "Subsidiary" of a specified 
 26.13  limited liability company means a limited liability company or a 
 26.14  corporation having more than 50 percent of the voting power of 
 26.15  its membership interests entitled to vote for governors owned 
 26.16  directly or indirectly through related organizations by the 
 26.17  specified limited liability company.  
 26.18     Sec. 6.  [322B.04] [LEGAL RECOGNITION OF ELECTRONIC RECORDS 
 26.19  AND SIGNATURES.] 
 26.20     Subdivision 1.  [DEFINITIONS.] (a) For purposes of this 
 26.21  section, the words, terms, and phrases defined in this 
 26.22  subdivision have the meanings given them. 
 26.23     (b) "Electronic" means relating to technology having 
 26.24  electrical, digital, magnetic, wireless, optical, 
 26.25  electromagnetic, or similar capabilities. 
 26.26     (c) "Electronic record" means a record created, generated, 
 26.27  sent, communicated, received, or stored by electronic means. 
 26.28     (d) "Electronic signature" means an electronic sound, 
 26.29  symbol, or process attached to or logically associated with a 
 26.30  record and executed or adopted by a person with the intent to 
 26.31  sign the record. 
 26.32     (e) "Record" means information that is inscribed on a 
 26.33  tangible medium or that is stored in an electronic or other 
 26.34  medium and is retrievable in perceivable form. 
 26.35     Subd. 2.  [ELECTRONIC RECORDS AND SIGNATURES.] For purposes 
 26.36  of this chapter: 
 27.1      (1) a record or signature may not be denied legal effect or 
 27.2   enforceability solely because it is in electronic form; 
 27.3      (2) a contract may not be denied legal effect or 
 27.4   enforceability solely because an electronic record was used in 
 27.5   its formation; 
 27.6      (3) if a provision requires a record to be in writing, an 
 27.7   electronic record satisfies the requirement; and 
 27.8      (4) if a provision requires a signature, an electronic 
 27.9   signature satisfies the requirement. 
 27.10     Sec. 7.  Minnesota Statutes 2000, section 322B.12, 
 27.11  subdivision 4, is amended to read: 
 27.12     Subd. 4.  [USE OF A NAME BY A SURVIVING ORGANIZATION.] A 
 27.13  limited liability company that is merged the surviving 
 27.14  organization in a merger with another limited liability company 
 27.15  or domestic or foreign corporation one or more other 
 27.16  organizations, or that is organized by the reorganization of one 
 27.17  or more limited liability companies or domestic or foreign 
 27.18  corporations organizations, or that acquires by sale, lease, or 
 27.19  other disposition to or exchange with a limited liability 
 27.20  company an organization all or substantially all of the assets 
 27.21  of another limited liability company or domestic or foreign 
 27.22  corporation organization, including its name, may have the same 
 27.23  name as that used in this state by any of the other limited 
 27.24  liability companies or domestic or foreign 
 27.25  corporations organizations, if the other limited liability 
 27.26  company or domestic or foreign corporation organization whose 
 27.27  name is sought to be used was organized under the laws of, or is 
 27.28  authorized to transact business in, this state. 
 27.29     Sec. 8.  Minnesota Statutes 2000, section 322B.333, 
 27.30  subdivision 3, is amended to read: 
 27.31     Subd. 3.  [TIME AND PLACE.] A regular meeting, if any, must 
 27.32  be held on the day or date and at the time and place fixed by, 
 27.33  or in a manner authorized by, the articles, a member control 
 27.34  agreement, or bylaws, except that a meeting called by or at the 
 27.35  demand of a member pursuant to subdivision 2 must be held in the 
 27.36  county where the principal executive office of the limited 
 28.1   liability company is located.  To the extent authorized in the 
 28.2   articles, a member control agreement, or the bylaws, the board 
 28.3   of governors may determine that a regular meeting of the members 
 28.4   shall be held solely by means of remote communication in 
 28.5   accordance with section 322B.343, subdivision 2. 
 28.6      Sec. 9.  Minnesota Statutes 2000, section 322B.336, 
 28.7   subdivision 3, is amended to read: 
 28.8      Subd. 3.  [TIME AND PLACE.] Special meetings must be held 
 28.9   on the date and at the time and place fixed by the chief 
 28.10  manager, the treasurer, the board of governors, or a person 
 28.11  authorized by the articles, a member control agreement, or 
 28.12  bylaws to call a meeting, except that a special meeting called 
 28.13  by or at the demand of a member or members pursuant to 
 28.14  subdivision 2 must be held in the county where the principal 
 28.15  executive office is located.  To the extent authorized in the 
 28.16  articles, a member control agreement, or the bylaws, the board 
 28.17  of governors may determine that a special meeting of the members 
 28.18  shall be held solely by means of remote communication in 
 28.19  accordance with section 322B.343, subdivision 2. 
 28.20     Sec. 10.  Minnesota Statutes 2000, section 322B.343, is 
 28.21  amended to read: 
 28.22     322B.343 [ELECTRONIC REMOTE COMMUNICATIONS FOR MEMBER 
 28.23  MEETINGS.] 
 28.24     Subdivision 1.  [ELECTRONIC CONFERENCES CONSTRUCTION AND 
 28.25  APPLICATION.] If and This section shall be construed and applied 
 28.26  to: 
 28.27     (1) facilitate remote communication consistent with other 
 28.28  applicable law; and 
 28.29     (2) be consistent with reasonable practices concerning 
 28.30  remote communication and with the continued expansion of those 
 28.31  practices. 
 28.32     Subd. 2.  [MEMBER MEETINGS HELD SOLELY BY MEANS OF REMOTE 
 28.33  COMMUNICATION.] To the extent authorized in the articles, a 
 28.34  member control agreement, or the bylaws, or and determined by 
 28.35  the board of governors of a closely held limited liability 
 28.36  company, a conference among members regular or special meeting 
 29.1   of members may be held solely by any combination of means of 
 29.2   remote communication through which the members may 
 29.3   simultaneously hear each other during participate in the 
 29.4   conference constitutes a regular or special meeting of members, 
 29.5   if the same notice of the meeting is given of the conference to 
 29.6   every owner of membership interests entitled to vote as would be 
 29.7   required by this chapter for a meeting, and if the membership 
 29.8   interests held by the members participating in the conference 
 29.9   meeting would be sufficient to constitute a quorum at a 
 29.10  meeting.  Participation in a conference by a member by that 
 29.11  means constitutes presence at the meeting in person or by proxy 
 29.12  if all the other requirements of section 322B.363 are met. 
 29.13     Subd. 2. 3.  [PARTICIPATION BY ELECTRONIC MEANS IN MEMBER 
 29.14  MEETINGS BY MEANS OF REMOTE COMMUNICATION.] If and To the extent 
 29.15  authorized in the articles, a member control agreement, or the 
 29.16  bylaws, or and determined by the board of governors of a closely 
 29.17  held limited liability company, a member may participate in not 
 29.18  physically present in person or by proxy at a regular or special 
 29.19  meeting of members not described in subdivision 1 by any means 
 29.20  of communication through which the member, other members so 
 29.21  participating, and all members physically present at the meeting 
 29.22  may simultaneously hear each other during the meeting may, by 
 29.23  means of remote communication, participate in a meeting of 
 29.24  members held at a designated place.  Participation in a meeting 
 29.25  by a member by that means constitutes presence at the meeting in 
 29.26  person or by proxy if all the other requirements of section 
 29.27  322B.363 are met.  
 29.28     Subd. 4.  [REQUIREMENTS FOR MEETINGS HELD SOLELY BY MEANS 
 29.29  OF REMOTE COMMUNICATION AND FOR PARTICIPATION BY MEANS OF REMOTE 
 29.30  COMMUNICATION.] In any meeting of members held solely by means 
 29.31  of remote communication under subdivision 2 or in any meeting of 
 29.32  members held at a designated place in which one or more members 
 29.33  participate by means of remote communication under subdivision 3:
 29.34     (1) the limited liability company shall implement 
 29.35  reasonable measures to verify that each person deemed present 
 29.36  and entitled to vote at the meeting by means of remote 
 30.1   communication is a member; and 
 30.2      (2) the limited liability company shall implement 
 30.3   reasonable measures to provide each member participating by 
 30.4   means of remote communication with a reasonable opportunity to 
 30.5   participate in the meeting, including an opportunity to: 
 30.6      (i) read or hear the proceedings of the meeting 
 30.7   substantially concurrently with those proceedings; 
 30.8      (ii) if allowed by the procedures governing the meeting, 
 30.9   have the member's remarks heard or read by other participants in 
 30.10  the meeting substantially concurrently with the making of those 
 30.11  remarks; and 
 30.12     (iii) if otherwise entitled, vote on matters submitted to 
 30.13  the members. 
 30.14     Subd. 5.  [NOTICE TO MEMBERS.] (a) Any notice to members 
 30.15  given by the limited liability company under any provision of 
 30.16  this chapter, the articles, a member control agreement, or the 
 30.17  bylaws by a form of electronic communication consented to by the 
 30.18  member to whom the notice is given is effective when given.  The 
 30.19  notice is deemed given: 
 30.20     (1) if by facsimile communication, when directed to a 
 30.21  telephone number at which the member has consented to receive 
 30.22  notice; 
 30.23     (2) if by electronic mail, when directed to an electronic 
 30.24  mail address at which the member has consented to receive 
 30.25  notice; 
 30.26     (3) if by a posting on an electronic network on which the 
 30.27  member has consented to receive notice, together with separate 
 30.28  notice to the member of the specific posting, upon the later of: 
 30.29     (i) the posting; and 
 30.30     (ii) the giving of the separate notice; and 
 30.31     (4) if by any other form of electronic communication by 
 30.32  which the member has consented to receive notice, when directed 
 30.33  to the member. 
 30.34  An affidavit of the secretary, other authorized manager, or 
 30.35  authorized agent of the limited liability company, that the 
 30.36  notice has been given by a form of electronic communication is, 
 31.1   in the absence of fraud, prima facie evidence of the facts 
 31.2   stated in the affidavit. 
 31.3      (b) Consent by a member to notice given by electronic 
 31.4   communication may be given in writing or by authenticated 
 31.5   electronic communication.  The limited liability company is 
 31.6   entitled to rely on any consent so given until revoked by the 
 31.7   member, provided that no revocation affects the validity of any 
 31.8   notice given before receipt by the limited liability company of 
 31.9   revocation of the consent. 
 31.10     Subd. 6.  [REVOCATION.] Any ballot, vote, authorization, or 
 31.11  consent submitted by electronic communication under this chapter 
 31.12  may be revoked by the member submitting the ballot, vote, 
 31.13  authorization, or consent so long as the revocation is received 
 31.14  by a manager of the limited liability company at or before the 
 31.15  meeting or before an action without a meeting is effective 
 31.16  according to section 322B.656. 
 31.17     Subd. 3. 7.  [WAIVER.] Waiver of notice by a member of a 
 31.18  meeting by means of authenticated electronic communication 
 31.19  described in subdivisions 1 and 2 may be given in the manner 
 31.20  provided in section 322B.34, subdivision 4.  Participation in a 
 31.21  meeting by means of remote communication described in 
 31.22  subdivisions 1 and 2 and 3 is a waiver of notice of that 
 31.23  meeting, except where the member objects at the beginning of the 
 31.24  meeting to the transaction of business because the meeting is 
 31.25  not lawfully called or convened, or objects before a vote on an 
 31.26  item of business because the item may not lawfully be considered 
 31.27  at the meeting and does not participate in the consideration of 
 31.28  the item at that meeting. 
 31.29     Sec. 11.  Minnesota Statutes 2000, section 322B.35, 
 31.30  subdivision 1, is amended to read: 
 31.31     Subdivision 1.  [METHOD.] An action required or permitted 
 31.32  to be taken at a meeting of the members may be taken by written 
 31.33  action signed, or consented to by authenticated electronic 
 31.34  communication, by all of the members.  If the articles or a 
 31.35  member control agreement so provide, any action may be taken by 
 31.36  written action signed, or consented to by authenticated 
 32.1   electronic communication, by the members who own voting power 
 32.2   equal to the voting power that would be required to take the 
 32.3   same action at a meeting of the members at which all members 
 32.4   were present.  
 32.5      Sec. 12.  Minnesota Statutes 2000, section 322B.35, 
 32.6   subdivision 2, is amended to read: 
 32.7      Subd. 2.  [EFFECTIVE TIME.] The written action is effective 
 32.8   when signed, or consented to by authenticated electronic 
 32.9   communication, by the required members, unless a different 
 32.10  effective time is provided in the written action.  
 32.11     Sec. 13.  Minnesota Statutes 2000, section 322B.363, 
 32.12  subdivision 1, is amended to read: 
 32.13     Subdivision 1.  [AUTHORIZATION.] (a) A member may cast or 
 32.14  authorize the casting of a vote by (1) filing a written 
 32.15  appointment of a proxy with a manager of the limited liability 
 32.16  company at or before the meeting at which the appointment is to 
 32.17  be effective., or (2) telephonic transmission or authenticated 
 32.18  electronic communication, whether or not accompanied by written 
 32.19  instructions of the member, of an appointment of a proxy with 
 32.20  the limited liability company or the limited liability company's 
 32.21  duly authorized agent at or before the meeting at which the 
 32.22  appointment is to be effective.  The telephonic transmission or 
 32.23  authenticated electronic communication must set forth or be 
 32.24  submitted with information from which it can be determined that 
 32.25  the appointment was authorized by the member.  If it is 
 32.26  reasonably concluded that the telephonic transmission or 
 32.27  authenticated electronic communication is valid, the inspectors 
 32.28  of election or, if there are not inspectors, the other persons 
 32.29  making that determination shall specify the information upon 
 32.30  which they relied to make that determination.  A proxy so 
 32.31  appointed may vote on behalf of the member, or otherwise 
 32.32  participate, in a meeting by remote communication according to 
 32.33  section 322B.343, to the extent the member appointing the proxy 
 32.34  would have been entitled to participate by remote communication 
 32.35  according to section 322B.343, if the member did not appoint the 
 32.36  proxy. 
 33.1      (b) A written appointment of a proxy may be signed by the 
 33.2   member or authorized by the member by transmission of a 
 33.3   telegram, cablegram, or other means of electronic transmission, 
 33.4   provided that the limited liability company has no reason to 
 33.5   believe that the telegram, cablegram, or other electronic 
 33.6   transmission was not authorized by the member.  Any copy, 
 33.7   facsimile, telecommunication, or other reproduction of the 
 33.8   original writing or transmission may be substituted or used in 
 33.9   lieu of the original writing or transmission for any purpose for 
 33.10  which the original transmission could be used, if the copy, 
 33.11  facsimile telecommunication, or other reproduction is a complete 
 33.12  and legible reproduction of the entire original writing or 
 33.13  transmission. 
 33.14     (c) An appointment of a proxy for membership interests 
 33.15  owned jointly by two or more members is valid if signed 
 33.16  or otherwise authorized consented to by authenticated electronic 
 33.17  communication, by any one of them, unless the limited liability 
 33.18  company receives from any one of those members written notice or 
 33.19  an authenticated electronic communication either denying the 
 33.20  authority of that person to appoint a proxy or appointing a 
 33.21  different proxy. 
 33.22     Sec. 14.  Minnesota Statutes 2000, section 322B.643, is 
 33.23  amended to read: 
 33.24     322B.643 [BOARD OF GOVERNORS MEETINGS.] 
 33.25     Subdivision 1.  [TIME AND PLACE.] Meetings of the board of 
 33.26  governors may be held from time to time as provided in the 
 33.27  articles of organization, a member control agreement, or bylaws 
 33.28  at any place within or without the state that the board of 
 33.29  governors may select or by any means described in subdivision 
 33.30  2.  If the board of governors fails to select a place for a 
 33.31  meeting, the meeting must be held at the principal executive 
 33.32  office, unless the articles, a member control agreement, or 
 33.33  bylaws provide otherwise.  The board of governors may determine 
 33.34  under subdivision 2 that a meeting of the board of governors 
 33.35  shall be held solely by means of remote communication. 
 33.36     Subd. 2.  [ELECTRONIC COMMUNICATIONS MEETINGS SOLELY BY 
 34.1   MEANS OF REMOTE COMMUNICATION.] (a) A conference Any meeting 
 34.2   among governors may be conducted solely by any one or more means 
 34.3   of remote communication through which all of the governors may 
 34.4   simultaneously hear participate with each other during the 
 34.5   conference constitutes a board of governors meeting, if the same 
 34.6   notice is given of the conference meeting as would be required 
 34.7   by subdivision 3 for a meeting 4, and if the number of governors 
 34.8   participating in the conference meeting would be sufficient to 
 34.9   constitute a quorum at a meeting.  Participation in a meeting by 
 34.10  that means constitutes presence in person at the meeting.  
 34.11     (b) Subd. 3.  [PARTICIPATION IN MEETINGS BY MEANS OF REMOTE 
 34.12  COMMUNICATION.] A governor may participate in a board of 
 34.13  governors meeting not described in paragraph (a) by any means of 
 34.14  conference telephone or, if authorized by the board, by such 
 34.15  other means of remote communication, in each case through which 
 34.16  the governor, other governors so participating, and all 
 34.17  governors physically present at the meeting may simultaneously 
 34.18  hear participate with each other during the meeting.  
 34.19  Participation in a meeting by that means constitutes presence in 
 34.20  person at the meeting.  
 34.21     Subd. 3. 4.  [CALLING MEETINGS AND NOTICE.] Unless the 
 34.22  articles of organization, a member control agreement, or bylaws 
 34.23  provide for a different time period, a governor may call a board 
 34.24  meeting by giving at least ten days' notice or, in the case of 
 34.25  organizational meetings under section 322B.60, subdivision 2, at 
 34.26  least three days' notice to all governors of the date, time, and 
 34.27  place of the meeting.  The notice need not state the purpose of 
 34.28  the meeting unless the articles, a member control agreement, or 
 34.29  bylaws require it.  
 34.30     Subd. 4. 5.  [PREVIOUSLY SCHEDULED MEETINGS.] If the day or 
 34.31  date, time, and place of a board of governors meeting have been 
 34.32  provided in the articles, a member control agreement, or bylaws, 
 34.33  or announced at a previous meeting of the board of governors, no 
 34.34  notice is required.  Notice of an adjourned meeting need not be 
 34.35  given other than by announcement at the meeting at which 
 34.36  adjournment is taken.  
 35.1      Subd. 5. 6.  [WAIVER OF NOTICE.] A governor may waive 
 35.2   notice of a meeting of the board of governors.  A waiver of 
 35.3   notice by a governor entitled to notice is effective whether 
 35.4   given before, at, or after the meeting, and whether given in 
 35.5   writing, orally, or by attendance.  Attendance by a governor at 
 35.6   a meeting is a waiver of notice of that meeting, except where 
 35.7   the governor objects at the beginning of the meeting to the 
 35.8   transaction of business because the meeting is not lawfully 
 35.9   called or convened and does not participate in the meeting after 
 35.10  the objection.  
 35.11     Sec. 15.  Minnesota Statutes 2000, section 322B.656, 
 35.12  subdivision 1, is amended to read: 
 35.13     Subdivision 1.  [METHOD.] An action required or permitted 
 35.14  to be taken at a board of governors meeting may be taken by 
 35.15  written action signed, or consented to by authenticated 
 35.16  electronic communication, by all of the governors.  If the 
 35.17  articles or a member control agreement so provide, any action, 
 35.18  other than an action requiring member approval, may be taken by 
 35.19  written action signed, or consented to by authenticated 
 35.20  electronic communication, by the number of governors that would 
 35.21  be required to take the same action at a meeting of the board of 
 35.22  governors at which all governors were present.  
 35.23     Sec. 16.  Minnesota Statutes 2000, section 322B.656, 
 35.24  subdivision 2, is amended to read: 
 35.25     Subd. 2.  [EFFECTIVE TIME.] The written action is effective 
 35.26  when signed, or consented to by authenticated electronic 
 35.27  communication, by the required number of governors, unless a 
 35.28  different effective time is provided in the written action.  
 35.29     Sec. 17.  Minnesota Statutes 2000, section 322B.826, is 
 35.30  amended to read: 
 35.31     322B.826 [EFFECTIVE DATE OF TERMINATION AND CERTIFICATE OF 
 35.32  TERMINATION.] 
 35.33     Subdivision 1.  [EFFECTIVE DATE.] When the articles of 
 35.34  termination have been filed with the secretary of state, or on a 
 35.35  later date or a later time each within 30 days after filing if 
 35.36  the articles of termination so provide, the limited liability 
 36.1   company is terminated. 
 36.2      Subd. 2.  [CERTIFICATE.] The secretary of state shall issue 
 36.3   to the dissolved limited liability company or its legal 
 36.4   representative a certificate of termination that contains:  
 36.5      (1) the name of the limited liability company; 
 36.6      (2) the date and time the articles of termination were 
 36.7   filed with the secretary of state is effective; and 
 36.8      (3) a statement that the limited liability company is 
 36.9   terminated at the effective date and time of the termination. 
 36.10                             ARTICLE 3 
 36.11                       NONPROFIT CORPORATIONS 
 36.12     Section 1.  Minnesota Statutes 2000, section 317A.011, is 
 36.13  amended by adding a subdivision to read: 
 36.14     Subd. 3a.  [AUTHENTICATED.] "Authenticated" means, with 
 36.15  respect to an electronic communication, that the communication 
 36.16  is delivered to the principal place of business of the 
 36.17  corporation, or to an officer or agent of the corporation 
 36.18  authorized by the corporation to receive the communication, and 
 36.19  that the communication sets forth information from which the 
 36.20  corporation can reasonably conclude that the communication was 
 36.21  sent by the purported sender. 
 36.22     Sec. 2.  Minnesota Statutes 2000, section 317A.011, is 
 36.23  amended by adding a subdivision to read: 
 36.24     Subd. 7a.  [ELECTRONIC COMMUNICATION.] "Electronic 
 36.25  communication" means any form of communication, not directly 
 36.26  involving the physical transmission of paper, that creates a 
 36.27  record that may be retained, retrieved, and reviewed by a 
 36.28  recipient of the communication, and that may be directly 
 36.29  reproduced in paper form by the recipient through an automated 
 36.30  process. 
 36.31     Sec. 3.  Minnesota Statutes 2000, section 317A.011, is 
 36.32  amended by adding a subdivision to read: 
 36.33     Subd. 18a.  [REMOTE COMMUNICATION.] "Remote communication" 
 36.34  means communication via electronic communication, conference 
 36.35  telephone, video conference, the Internet, or such other means 
 36.36  by which persons not physically present in the same location may 
 37.1   communicate with each other on a substantially simultaneous 
 37.2   basis. 
 37.3      Sec. 4.  [317A.015] [LEGAL RECOGNITION OF ELECTRONIC 
 37.4   RECORDS AND SIGNATURES.] 
 37.5      Subdivision 1.  [DEFINITIONS.] (a) For purposes of this 
 37.6   section, the words, terms, and phrases defined in this 
 37.7   subdivision have the meanings given them. 
 37.8      (b) "Electronic" means relating to technology having 
 37.9   electrical, digital, magnetic, wireless, optical, 
 37.10  electromagnetic, or similar capabilities. 
 37.11     (c) "Electronic record" means a record created, generated, 
 37.12  sent, communicated, received, or stored by electronic means. 
 37.13     (d) "Electronic signature" means an electronic sound, 
 37.14  symbol, or process attached to or logically associated with a 
 37.15  record and executed or adopted by a person with the intent to 
 37.16  sign the record. 
 37.17     (e) "Record" means information that is inscribed on a 
 37.18  tangible medium or that is stored in an electronic or other 
 37.19  medium and is retrievable in perceivable form. 
 37.20     Subd. 2.  [ELECTRONIC RECORDS AND SIGNATURES.] For purposes 
 37.21  of this chapter: 
 37.22     (1) a record or signature may not be denied legal effect or 
 37.23  enforceability solely because it is in electronic form; 
 37.24     (2) a contract may not be denied legal effect or 
 37.25  enforceability solely because an electronic record was used in 
 37.26  its formation; 
 37.27     (3) if a provision requires a record to be in writing, an 
 37.28  electronic record satisfies the requirement; and 
 37.29     (4) if a provision requires a signature, an electronic 
 37.30  signature satisfies the requirement. 
 37.31     Sec. 5.  Minnesota Statutes 2000, section 317A.231, is 
 37.32  amended to read: 
 37.33     317A.231 [BOARD MEETINGS.] 
 37.34     Subdivision 1.  [TIME; PLACE.] Meetings of the board may be 
 37.35  held as provided in the articles or bylaws in or out of this 
 37.36  state.  Unless the articles or bylaws provide otherwise, a 
 38.1   meeting of the board must be held at least once per year.  If 
 38.2   the articles or bylaws or the board fail to select a place for a 
 38.3   meeting, the meeting must be held at the registered office.  The 
 38.4   board of directors may determine under subdivision 2 that a 
 38.5   meeting of the board of directors shall be held solely by means 
 38.6   of remote communication. 
 38.7      Subd. 2.  [ELECTRONIC COMMUNICATIONS MEETINGS SOLELY BY 
 38.8   MEANS OF REMOTE COMMUNICATION.] (a) A conference Any meeting 
 38.9   among directors may be conducted solely by a one or more means 
 38.10  of remote communication through which all of the directors 
 38.11  may simultaneously hear each other during participate in 
 38.12  the conference is a board meeting, if the same notice is given 
 38.13  of the conference as would be meeting required for a meeting by 
 38.14  subdivision 4, and if the number of directors participating in 
 38.15  the conference meeting is sufficient to constitute a quorum at a 
 38.16  meeting.  Participation in a meeting by this that means is 
 38.17  personal constitutes presence at the meeting. 
 38.18     (b) Subd. 3.  [PARTICIPATION IN MEETINGS BY MEANS OF REMOTE 
 38.19  COMMUNICATION.] A director may participate in a board meeting by 
 38.20  any means of conference telephone or, if authorized by the 
 38.21  board, by such other means of remote communication, in each case 
 38.22  through which the that director, other directors so 
 38.23  participating, and all directors physically present at the 
 38.24  meeting may simultaneously hear participate with each other 
 38.25  during the meeting.  Participation in a meeting by this that 
 38.26  means is personal constitutes presence at the meeting.  
 38.27     Subd. 3 4.  [CALLING MEETINGS; NOTICE.] (a) Unless the 
 38.28  articles or bylaws provide otherwise, a director may call a 
 38.29  board meeting by giving five days' notice to all directors of 
 38.30  the date, time, and place of the meeting.  The notice need not 
 38.31  state the purpose of the meeting unless the articles or bylaws 
 38.32  require it.  
 38.33     (b) If the day or date, time, and place of a board meeting 
 38.34  have been provided in the articles or bylaws, or announced at a 
 38.35  previous meeting of the board, notice is not required.  Notice 
 38.36  of an adjourned meeting need not be given other than by 
 39.1   announcement at the meeting at which adjournment is taken.  
 39.2      Subd. 4 5.  [WAIVER OF NOTICE.] A director may waive notice 
 39.3   of a meeting of the board.  A waiver of notice by a director 
 39.4   entitled to notice is effective whether given before, at, or 
 39.5   after the meeting, and whether given in writing, orally, or by 
 39.6   attendance.  Attendance by a director at a meeting is a waiver 
 39.7   of notice of that meeting, unless the director objects at the 
 39.8   beginning of the meeting to the transaction of business because 
 39.9   the meeting is not lawfully called or convened and does not 
 39.10  participate in the meeting.  
 39.11     Sec. 6.  Minnesota Statutes 2000, section 317A.239, 
 39.12  subdivision 1, is amended to read: 
 39.13     Subdivision 1.  [METHOD.] An action required or permitted 
 39.14  to be taken at a board meeting may be taken by written action 
 39.15  signed, or consented to by authenticated electronic 
 39.16  communication, by all of the directors.  If the articles so 
 39.17  provide, an action, other than an action requiring member 
 39.18  approval, may be taken by written action signed, or consented to 
 39.19  by authenticated electronic communication, by the number of 
 39.20  directors that would be required to take the same action at a 
 39.21  meeting of the board at which all directors were present. 
 39.22     Sec. 7.  Minnesota Statutes 2000, section 317A.239, 
 39.23  subdivision 2, is amended to read: 
 39.24     Subd. 2.  [EFFECTIVE TIME.] The written action is effective 
 39.25  when signed, or consented to by authenticated electronic 
 39.26  communication, by the required number of directors, unless a 
 39.27  different effective time is provided in the written action.  
 39.28     Sec. 8.  Minnesota Statutes 2000, section 317A.431, 
 39.29  subdivision 3, is amended to read: 
 39.30     Subd. 3.  [TIME; PLACE.] An annual meeting of members must 
 39.31  be held at the time and place stated in or fixed in accordance 
 39.32  with the articles or bylaws.  If a place is not stated or if a 
 39.33  demand for a meeting is made under subdivision 2, the meeting 
 39.34  must be held in the county where the corporation's registered 
 39.35  office is located.  To the extent authorized in articles or 
 39.36  bylaws, the board of directors may determine that an annual 
 40.1   meeting of the members shall be held solely by means of remote 
 40.2   communication in accordance with section 317A.450, subdivision 2.
 40.3      Sec. 9.  Minnesota Statutes 2000, section 317A.433, 
 40.4   subdivision 3, is amended to read: 
 40.5      Subd. 3.  [TIME; PLACE.] Special meetings of members may be 
 40.6   held in or out of this state at the place stated in or fixed in 
 40.7   accordance with the articles, bylaws, or by the president or the 
 40.8   board.  If a special meeting is demanded by the members, the 
 40.9   meeting must be held in the county where the corporation's 
 40.10  registered office is located.  To the extent authorized in the 
 40.11  articles or bylaws, the board of directors may determine that a 
 40.12  special meeting of the members shall be held solely by means of 
 40.13  remote communication in accordance with section 317A.450, 
 40.14  subdivision 2.  
 40.15     Sec. 10.  Minnesota Statutes 2000, section 317A.445, is 
 40.16  amended to read: 
 40.17     317A.445 [UNANIMOUS ACTION WITHOUT A MEETING.] 
 40.18     An action required or permitted to be taken at a meeting of 
 40.19  the members may be taken without a meeting by written action 
 40.20  signed, or consented to by authenticated electronic 
 40.21  communication, by all of the members entitled to vote on that 
 40.22  action.  The written action is effective when it has been 
 40.23  signed, or consented to by authenticated electronic 
 40.24  communication, by all of those members, unless a different 
 40.25  effective time is provided in the written action.  When this 
 40.26  chapter requires a certificate concerning an action to be filed 
 40.27  with the secretary of state, the officers signing the 
 40.28  certificate must indicate that the action was taken under this 
 40.29  section.  
 40.30     Sec. 11.  [317A.450] [REMOTE COMMUNICATIONS FOR MEMBER 
 40.31  MEETINGS.] 
 40.32     Subdivision 1.  [CONSTRUCTION AND APPLICATION.] This 
 40.33  section shall be construed and applied to: 
 40.34     (1) facilitate remote communication consistent with other 
 40.35  applicable law; and 
 40.36     (2) be consistent with reasonable practices concerning 
 41.1   remote communication and with the continued expansion of those 
 41.2   practices. 
 41.3      Subd. 2.  [MEMBER MEETINGS HELD SOLELY BY MEANS OF REMOTE 
 41.4   COMMUNICATION.] To the extent authorized in the articles or 
 41.5   bylaws and determined by the board, an annual or special meeting 
 41.6   of members may be held solely by one or more means of remote 
 41.7   communication, if notice of the meeting is given to every member 
 41.8   entitled to vote, and if the number of voting members 
 41.9   participating in the meeting is sufficient to constitute a 
 41.10  quorum at a meeting.  Participation by a member by that means 
 41.11  constitutes presence at the meeting in person or by proxy if all 
 41.12  the other requirements of section 317A.453 are met. 
 41.13     Subd. 3.  [PARTICIPATION IN MEMBER MEETINGS BY MEANS OF 
 41.14  REMOTE COMMUNICATION.] To the extent authorized in the articles 
 41.15  or bylaws and determined by the board, a member not physically 
 41.16  present in person or by proxy at an annual or special meeting of 
 41.17  members may, by means of remote communication, participate in a 
 41.18  meeting of members held at a designated place.  Participation by 
 41.19  a member by that means constitutes presence at the meeting in 
 41.20  person or by proxy if all the other requirements of section 
 41.21  317A.453 are met. 
 41.22     Subd. 4.  [REQUIREMENTS FOR MEETINGS HELD SOLELY BY MEANS 
 41.23  OF REMOTE COMMUNICATION AND FOR PARTICIPATION BY MEANS OF REMOTE 
 41.24  COMMUNICATION.] In any meeting of members held solely by means 
 41.25  of remote communication under subdivision 2 or in any meeting of 
 41.26  members held at a designated place in which one or more members 
 41.27  participate by means of remote communication under subdivision 3:
 41.28     (1) the corporation shall implement reasonable measures to 
 41.29  verify that each person deemed present and entitled to vote at 
 41.30  the meeting by means of remote communication is a member; and 
 41.31     (2) the corporation shall implement reasonable measures to 
 41.32  provide each member participating by means of remote 
 41.33  communication with a reasonable opportunity to participate in 
 41.34  the meeting, including an opportunity to: 
 41.35     (i) read or hear the proceedings of the meeting 
 41.36  substantially concurrently with those proceedings; 
 42.1      (ii) if allowed by the procedures governing the meeting, 
 42.2   have the member's remarks heard or read by other participants in 
 42.3   the meeting substantially concurrently with the making of those 
 42.4   remarks; and 
 42.5      (iii) if otherwise entitled, vote on matters submitted to 
 42.6   the members. 
 42.7      Subd. 5.  [NOTICE TO MEMBERS.] (a) Any notice to members 
 42.8   given by the corporation under any provision of this chapter, 
 42.9   the articles, or the bylaws by a form of electronic 
 42.10  communication consented to by the member to whom the notice is 
 42.11  given is effective when given.  The notice is deemed given: 
 42.12     (1) if by facsimile communication, when directed to a 
 42.13  telephone number at which the member has consented to receive 
 42.14  notice; 
 42.15     (2) if by electronic mail, when directed to an electronic 
 42.16  mail address at which the member has consented to receive 
 42.17  notice; 
 42.18     (3) if by a posting on an electronic network on which the 
 42.19  member has consented to receive notice, together with separate 
 42.20  notice to the member of the specific posting, upon the later of: 
 42.21     (i) the posting; and 
 42.22     (ii) the giving of the separate notice; and 
 42.23     (4) if by any other form of electronic communication by 
 42.24  which the member has consented to receive notice, when directed 
 42.25  to the member. 
 42.26  An affidavit of the secretary, other authorized officer, or 
 42.27  authorized agent of the corporation, that the notice has been 
 42.28  given by a form of electronic communication is, in the absence 
 42.29  of fraud, prima facie evidence of the facts stated in the 
 42.30  affidavit. 
 42.31     (b) Consent by a member to notice given by electronic 
 42.32  communication may be given in writing or by authenticated 
 42.33  electronic communication.  The corporation is entitled to rely 
 42.34  on any consent so given until revoked by the member, provided 
 42.35  that no revocation affects the validity of any notice given 
 42.36  before receipt by the corporation of revocation of the consent. 
 43.1      Subd. 6.  [WAIVER.] Waiver of notice by a member of a 
 43.2   meeting by means of authenticated electronic communication may 
 43.3   be given in the manner provided in section 317A.435, subdivision 
 43.4   3.  Participation in a meeting by means of remote communication 
 43.5   described in subdivisions 2 and 3 is a waiver of notice of that 
 43.6   meeting, except where the member objects at the beginning of the 
 43.7   meeting to the transaction of business because the meeting is 
 43.8   not lawfully called or convened, or objects before a vote on an 
 43.9   item of business because the item may not lawfully be considered 
 43.10  at the meeting and does not participate in the consideration of 
 43.11  the item at that meeting. 
 43.12     Sec. 12.  Minnesota Statutes 2000, section 317A.453, 
 43.13  subdivision 1, is amended to read: 
 43.14     Subdivision 1.  [AUTHORIZATION.] If the articles or bylaws 
 43.15  permit proxy voting, a member may appoint a proxy to cast or 
 43.16  authorize the casting of a vote or otherwise act for the member 
 43.17  by signing an (1) filing a nonelectronic written appointment 
 43.18  form either personally or of a proxy, signed by the member, with 
 43.19  an attorney-in-fact officer of the corporation at or before the 
 43.20  meeting at which the appointment is to be effective, or (2) 
 43.21  telephonic transmission or authenticated electronic 
 43.22  communication, whether or not accompanied by written 
 43.23  instructions of the member, of an appointment of a proxy with 
 43.24  the corporation or the corporation's duly authorized agent at or 
 43.25  before the meeting at which the appointment is to be effective. 
 43.26     Sec. 13.  Minnesota Statutes 2000, section 317A.733, 
 43.27  subdivision 3, is amended to read: 
 43.28     Subd. 3.  [EFFECTIVE DATE.] When the articles of 
 43.29  dissolution have been filed with the secretary of state, or on a 
 43.30  later date or a later time each within 30 days after filing if 
 43.31  the articles of dissolution so provide, the corporation is 
 43.32  dissolved. 
 43.33     Sec. 14.  Minnesota Statutes 2000, section 317A.733, 
 43.34  subdivision 4, is amended to read: 
 43.35     Subd. 4.  [CERTIFICATE.] The secretary of state shall issue 
 43.36  to the dissolved corporation a certificate of dissolution that 
 44.1   contains:  
 44.2      (1) the name of the corporation; 
 44.3      (2) the date and time the articles of dissolution were 
 44.4   filed with the secretary of state is effective; and 
 44.5      (3) a statement that the corporation is dissolved at the 
 44.6   effective date and time of the dissolution.  
 44.7      Sec. 15.  [REPEALER] 
 44.8      Minnesota Statutes 2000, section 317A.449, is repealed. 
 44.9                              ARTICLE 4 
 44.10                       MISCELLANEOUS CHANGES 
 44.11     Section 1.  Minnesota Statutes 2000, section 303.11, is 
 44.12  amended to read: 
 44.13     303.11 [NOTICE OF NAME CHANGES, WHERE FILED.] 
 44.14     Each foreign corporation authorized to transact business in 
 44.15  this state, shall, whenever it changes its name, dissolves, or 
 44.16  merges into another corporation, file in the office of the 
 44.17  secretary of state a certificate to that effect authenticated by 
 44.18  the proper officer of the state or country under the laws of 
 44.19  which the corporation is organized.  
 44.20     Sec. 2.  Minnesota Statutes 2000, section 322A.03, is 
 44.21  amended to read: 
 44.22     322A.03 [RESERVATION OF NAME.] 
 44.23     (a) The exclusive right to the use of a name may be 
 44.24  reserved by: 
 44.25     (1) any person intending to organize a limited partnership 
 44.26  under sections 322A.01 to 322A.87 and to adopt that name; 
 44.27     (2) any domestic limited partnership or any foreign limited 
 44.28  partnership registered in this state which, in either case, 
 44.29  intends to adopt that name; 
 44.30     (3) any foreign limited partnership intending to register 
 44.31  in this state and adopt that name; and 
 44.32     (4) any person intending to organize a foreign limited 
 44.33  partnership and intending to have it register in this state and 
 44.34  adopt that name. 
 44.35     (b) The reservation shall be made by filing with the 
 44.36  secretary of state an application, executed by the applicant, to 
 45.1   reserve a specified name.  On finding that the name is available 
 45.2   for use by a domestic or foreign limited partnership, the 
 45.3   secretary of state shall reserve the name for the exclusive use 
 45.4   of the applicant for a period of 12 months.  The reservation may 
 45.5   be renewed for successive 12-month periods.  The right to the 
 45.6   exclusive use of a reserved name may be transferred to any other 
 45.7   person by filing in the office of the secretary of state a 
 45.8   notice of the transfer, executed by the applicant for whom the 
 45.9   name was reserved and specifying the name and address of the 
 45.10  transferee according to section 302A.117. 
 45.11     Sec. 3.  Minnesota Statutes 2000, section 323A.11-02, is 
 45.12  amended to read: 
 45.13     323A.11-02 [STATEMENT OF FOREIGN QUALIFICATION.] 
 45.14     (a) Before transacting business in this state, a foreign 
 45.15  limited liability partnership must file a statement of foreign 
 45.16  qualification.  The statement must contain: 
 45.17     (1) the name of the foreign limited liability partnership 
 45.18  which satisfies the requirements of the state or other 
 45.19  jurisdiction under whose law it is formed and ends with 
 45.20  "Registered Limited Liability Partnership," "Limited Liability 
 45.21  Partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP;" 
 45.22     (2) the street address, including the zip code, of the 
 45.23  partnership's chief executive office and, if different, the 
 45.24  street address, including the zip code, of an office of the 
 45.25  partnership in this state, if any; 
 45.26     (3) if there is no office of the partnership in this state, 
 45.27  the name and street address, including the zip code, of the 
 45.28  partnership's agent for service of process; and 
 45.29     (4) a deferred effective date, if any; and 
 45.30     (5) the name of the jurisdiction under whose law the 
 45.31  foreign limited liability partnership was originally registered. 
 45.32     (b) The agent of a foreign limited liability company for 
 45.33  service of process must be an individual who is a resident of 
 45.34  this state or other person authorized to do business in this 
 45.35  state. 
 45.36     (c) The status of a partnership as a foreign limited 
 46.1   liability partnership is effective on the later of the filing of 
 46.2   the statement of foreign qualification or a date specified in 
 46.3   the statement.  The status remains effective, regardless of 
 46.4   changes in the partnership, until it is canceled pursuant to 
 46.5   section 323A.1-05(d) or revoked pursuant to section 323A.10-03. 
 46.6      (d) An amendment or cancellation of a statement of foreign 
 46.7   qualification is effective when it is filed or on a deferred 
 46.8   effective date specified in the amendment or cancellation. 
 46.9      (e) A statement of foreign qualification may include the 
 46.10  information necessary to make an election under section 319B.04, 
 46.11  subdivision 2, and to update that information as provided in 
 46.12  section 319B.04, subdivision 3. 
 46.13     Sec. 4.  Minnesota Statutes 2000, section 333.055, 
 46.14  subdivision 4, is amended to read: 
 46.15     Subd. 4.  The secretary of state shall accept for filing 
 46.16  all certificates and renewals thereof which comply with the 
 46.17  provisions of sections 333.001 to 333.06 and which are 
 46.18  accompanied by the prescribed fees, notwithstanding the fact 
 46.19  that the assumed name disclosed therein may not be 
 46.20  distinguishable from one or more other assumed names already 
 46.21  filed with the secretary of state.  In the event of duplication 
 46.22  or similarity, the secretary of state shall, within 20 days 
 46.23  after the filing, notify in writing each previously filed 
 46.24  business holding a certificate for the assumed name or a similar 
 46.25  assumed name, of the duplication or similarity, including in the 
 46.26  notice the name and last known address of the person so filing.  
 46.27  The secretary of state shall not accept for filing a certificate 
 46.28  that discloses an assumed name that is not distinguishable from 
 46.29  a corporate, limited liability company, limited liability 
 46.30  partnership, cooperative, or limited partnership name in use or 
 46.31  reserved in this state by another or a trade or service mark 
 46.32  registered with the secretary of state, unless there is filed 
 46.33  with the certificate a written consent, court decree of prior 
 46.34  right, or affidavit of nonuser of the kind required by section 
 46.35  302A.115, subdivision 1, clause (d).  The secretary of state 
 46.36  shall determine whether a name is distinguishable from another 
 47.1   name for purposes of this subdivision.