1999 Minnesota Statutes

     302A.231 Board meetings. 

    Subdivision 1.    Time; place.  Meetings of the board 
 may be held from time to time as provided in the articles or 
 bylaws at any place within or without the state that the board 
 may select or by any means described in subdivision 2.  If the 
 board fails to select a place for a meeting, the meeting shall 
 be held at the principal executive office, unless the articles 
 or bylaws provide otherwise.  

    Subd. 2.    Electronic communications.  (a) A conference 
 among directors by any means of communication through which the 
 directors may simultaneously hear each other during the 
 conference constitutes a board meeting, if the same notice is 
 given of the conference as would be required by subdivision 3 
 for a meeting, and if the number of directors participating in 
 the conference would be sufficient to constitute a quorum at a 
 meeting.  Participation in a meeting by that means constitutes 
 presence in person at the meeting.  

    (b) A director may participate in a board meeting not 
 described in paragraph (a) by any means of communication through 
 which the director, other directors so participating, and all 
 directors physically present at the meeting may simultaneously 
 hear each other during the meeting.  Participation in a meeting 
 by that means constitutes presence in person at the meeting.  

    Subd. 3.    Calling meetings; notice.  Unless the 
 articles or bylaws provide for a different time period, a 
 director may call a board meeting by giving at least ten days' 
 notice or, in the case of organizational meetings pursuant to 
 section 302A.171, subdivision 2, at least three days' notice, to 
 all directors of the date, time, and place of the meeting.  The 
 notice need not state the purpose of the meeting unless the 
 articles or bylaws require it.  

    Subd. 4.    Previously scheduled meetings.  If the day 
 or date, time, and place of a board meeting have been provided 
 in the articles or bylaws, or announced at a previous meeting of 
 the board, no notice is required.  Notice of an adjourned 
 meeting need not be given other than by announcement at the 
 meeting at which adjournment is taken.  

    Subd. 5.    Waiver of notice.  A director may waive 
 notice of a meeting of the board.  A waiver of notice by a 
 director entitled to notice is effective whether given before, 
 at, or after the meeting, and whether given in writing, orally, 
 or by attendance.  Attendance by a director at a meeting is a 
 waiver of notice of that meeting, except where the director 
 objects at the beginning of the meeting to the transaction of 
 business because the meeting is not lawfully called or convened 
 and does not participate thereafter in the meeting.  

    HIST: 1981 c 270 s 37; 1993 c 17 s 17