1999 Minnesota Statutes

     302A.436 Electronic communications. 

    Subdivision 1.    Electronic conferences.  If and to the 
 extent authorized in the bylaws or by the board of a closely 
 held corporation, a conference among shareholders by any means 
 of communication through which the shareholders may 
 simultaneously hear each other during the conference constitutes 
 a regular or special meeting of shareholders, if the same notice 
 is given of the conference to every holder of shares entitled to 
 vote as would be required by this chapter for a meeting, and if 
 the number of shares held by the shareholders participating in 
 the conference would be sufficient to constitute a quorum at a 
 meeting.  Participation in a conference by that means 
 constitutes presence at the meeting in person or by proxy if all 
 the other requirements of section 302A.449 are met. 

    Subd. 2.    Participation by electronic means.  If and 
 to the extent authorized in the bylaws or by the board of a 
 closely held corporation, a shareholder may participate in a 
 regular or special meeting of shareholders not described in 
 subdivision 1 by any means of communication through which the 
 shareholder, other shareholders so participating, and all 
 shareholders physically present at the meeting may 
 simultaneously hear each other during the meeting.  
 Participation in a meeting by that means constitutes presence at 
 the meeting in person or by proxy if all the other requirements 
 of section 302A.449 are met. 

    Subd. 3.    Waiver.  Waiver of notice of a meeting by 
 means of communication described in subdivisions 1 and 2 may be 
 given in the manner provided in section 302A.435, subdivision 4. 
 Participation in a meeting by means of communication described 
 in subdivisions 1 and 2 is a waiver of notice of that meeting, 
 except where the shareholder objects at the beginning of the 
 meeting to the transaction of business because the meeting is 
 not lawfully called or convened, or objects before a vote on an 
 item of business because the item may not lawfully be considered 
 at the meeting and does not participate in the consideration of 
 the item at that meeting. 

    HIST: 1991 c 49 s 9