2000 Minnesota Statutes

CHAPTER 300. General provisions

     300.01 Existing corporations continued. 

    Until otherwise provided by law, a private corporation 
 existing and doing business at the time of the taking effect of 
 Revised Laws 1905, March 1, 1906, continues to exercise and 
 enjoy all powers and privileges it has under its articles of 
 incorporation and applicable laws then in force and remains 
 subject to all the duties and liabilities to which it was then 
 subject.  

    HIST: (7429) RL s 2838; 1984 c 628 art 5 s 1 

     300.02 Definitions. 

    Subdivision 1.    Terms.  For the purposes of chapters 
 300 to 317A, the terms defined in this section have the meanings 
 given them, unless the language or context clearly indicates 
 that a different meaning is intended.  

    Subd. 2.    Corporation.  The term "corporation" means a 
 private corporation.  

    Subd. 3.    Private corporation.  The term "private 
 corporation" includes a company, association, or body endowed by 
 law with a corporate power or function.  The term does not 
 include a public corporation.  

    Subd. 4.    Certificate of incorporation.  The term 
 "certificate of incorporation," when used in reference to 
 corporations formed prior to the taking effect of the Revised 
 Laws of 1905, March 1, 1906, means articles of incorporation.  

    Subd. 5.    Domestic corporation.  The term "domestic 
 corporation" means a corporation organized under the laws of 
 this state.  

    Subd. 6.    Foreign corporation.  The term "foreign 
 corporation" means a corporation which is not a domestic 
 corporation.  

    Subd. 7.    Public corporation.  The term "public 
 corporation" means a corporation formed solely for public and 
 governmental purposes.  

    HIST: (7430, 7431) RL s 2839,2840; 1984 c 628 art 5 s 1; 1989 
 c 304 s 137 

     300.025 Organization of financial corporations. 

    (a) Three or more persons may form a corporation for any of 
 the purposes specified in section 47.12 by applying to the 
 department of commerce and complying with all applicable 
 organizational requirements and the conditions set out in 
 clauses (1) to (7).  However, no corporation may be formed under 
 this section if it may be formed under the Minnesota Business 
 Corporation Act.  The incorporators must subscribe a certificate 
 specifying: 

    (1) the corporation's name, which must distinguish it from 
 all other corporations authorized to do business in this state, 
 and must contain the word "company," "corporation," "bank," 
 "association," or "incorporated"; 

    (2) the general nature of the corporation's business and 
 its principal place of business; 

    (3) the period of its duration, if limited; 

    (4) the names and places of residence of the incorporators; 

    (5) the board in which the management of the corporation 
 will be vested, the date of the annual meeting at which it will 
 be elected, and the names and addresses of the board members 
 until the first election, a majority of whom must always be 
 residents of this state; 

    (6) the amount of capital stock, if any, how the capital 
 stock is to be paid in, the number of shares into which it is to 
 be divided, and the par value of each share; and, if there is to 
 be more than one class, a description and the terms of issue of 
 each class, and the method of voting on each class; and 

    (7) the highest amount of indebtedness or liability to 
 which the corporation will at any time be subject. 

    The certificate may contain any other lawful provision 
 defining and regulating the powers and business of the 
 corporation, its officers, directors, trustees, members, and 
 stockholders.  However, a corporation subject to section 48.27 
 may show its highest amount of indebtedness to be 30 times the 
 amount of its capital and actual surplus.  

    (b) A person doing business in this state may contest the 
 subsequent registration of a name with the office of the 
 secretary of state as provided in section 5.22. 

    HIST: (7443) RL s 2849; 1907 c 468 s 1; 1919 c 111 s 1; 1951 c 
 550 s 69; 1957 c 601 s 24; 1959 c 288 s 1; 1976 c 2 s 121; 1977 
 c 272 s 14; 1981 c 220 s 17; 1983 c 250 s 30; 1984 c 628 art 5 s 
 1; 1988 c 682 s 4; 1989 c 292 s 2; 1996 c 414 art 1 s 36 

     300.026 Selection of trustees or directors by a 
  corporation created by special act. 

    Subdivision 1.    Resolution changing the method of 
 selection.  A corporation created by a special act of the 
 legislature of the Territory or the State of Minnesota which 
 prescribes a method of selection of the trustees or directors of 
 the corporation may change the method as to trustees or 
 directors other than those automatically made trustees or 
 directors by the special act.  The method change must be made by 
 adoption of a resolution by the body or persons empowered by the 
 special act to select the trustees or directors.  The 
 corporation may provide in the resolution that those selected 
 must hold office until their successors are selected and have 
 qualified; that a vacancy in the office of trustee or director 
 must be filled by the remaining trustees or directors; and that 
 the appointee must hold office until the next annual meeting of 
 the corporation, at which time a trustee or director will be 
 elected in the manner provided to serve for the remainder of the 
 unexpired term.  

    Subd. 2.    Filing of resolution.  A certified copy of 
 the resolution referred to in subdivision 1 must be filed in the 
 office of the secretary of state.  The resolution takes effect 
 when filed.  

    Subd. 3.    Effect of filing resolution.  After the 
 resolution takes effect, the board of trustees or directors of 
 the corporation are self-perpetuating.  All vacancies are to be 
 filled as provided in subdivision 1.  

    Subd. 4.    Application of section.  This section does 
 not apply to the board of regents of the University of Minnesota.

    HIST: 1951 c 656 s 1; 1955 c 520 s 1; 1984 c 628 art 5 s 1 

     300.03 Public service corporations; purposes. 

    A corporation may be organized to construct, acquire, 
 maintain, or operate internal improvements, including railways, 
 street railways, telegraph and telephone lines, canals, 
 slackwater, or other navigation, dams to create or improve a 
 water supply or to furnish power for public use, and any work 
 for supplying the public, by whatever means, with water, light, 
 heat, or power, including all requisite subways, pipes, and 
 other conduits, and tunnels for transportation of pedestrians.  
 No corporation formed for these purposes may construct, 
 maintain, or operate a railway of any kind, or a subway, pipe 
 line, or other conduit, or a tunnel for transportation of 
 pedestrians in or upon a street, alley, or other public ground 
 of a city, without first obtaining from the city a franchise 
 conferring this right and compensating the city for it.  

    HIST: (7432) RL s 2841; 1925 c 73; 1973 c 123 art 5 s 7; 1984 
 c 628 art 5 s 1 

     300.04 State and local control; eminent domain. 

    The state may supervise and regulate the business methods 
 and management of a corporation referred to in section 300.03 
 and from time to time may fix the compensation which it may 
 charge or receive for its services.  The corporation obtaining a 
 franchise from a city is subject to conditions and restrictions 
 as from time to time are imposed upon it by the city.  The 
 corporation may acquire by right of eminent domain the private 
 property necessary or convenient for the transaction of the 
 public business for which it was formed.  No street railway 
 company has the right of eminent domain within the limits of a 
 city.  

    HIST: (7433) RL s 2842; 1973 c 123 art 5 s 7; 1984 c 628 art 5 
 s 1 

     300.045 Easements over private property, limitations. 

    (a) When public service corporations, including pipeline 
 companies, acquire easements over private property by purchase, 
 gift, or eminent domain proceedings, except temporary easements 
 for construction, they must definitely and specifically describe 
 the easement being acquired, and may acquire an easement in a 
 width necessary for the safe conduct of their business.  

    (b) For the purposes of this section, a public service 
 corporation may meet the requirement of a definite and specific 
 description of an easement by: 

    (1) including in the recorded description of the easement 
 the specific legal reference points as to the location of the 
 easement in relation to the corners of the specific property 
 involved at the points the easement enters and departs from the 
 property, the width of the easement, and each change of course 
 as the easement crosses the property; or 

    (2) appending to the recorded description of the easement a 
 drawing that identifies by means of a scale or specific 
 measurements the location of the easement in relation to the 
 corners of the specific property involved at the points the 
 easement enters and departs from the property, the width of the 
 easement, and each change of course as the easement crosses the 
 property. 

    (c) When a question arises as to the location, width, or 
 course of an easement across specific property and the recorded 
 description of the easement does not include a definite and 
 specific description of the location, width, or course of the 
 easement by a method identified in paragraph (b), clause (1) or 
 (2), the public service corporation holding the easement shall, 
 upon written request by the specific property owner, produce and 
 record in a timely manner an instrument that provides a definite 
 and specific description using a method described in paragraph 
 (b), clause (1) or (2).  The definite and specific description 
 must be the minimum width necessary for the safe conduct of the 
 business of the public service corporation with respect to the 
 language of the original easement.  In the partial release or 
 other instrument, a public service corporation may reserve: 

    (1) the right of reasonable ingress and egress over and 
 across the released property, provided that it shall agree to 
 pay any damages caused by the exercise of such rights; and 

    (2) additional conditions and restrictions permitted in the 
 original easement. 

    Thirty days after a public service corporation has produced 
 and delivered to the property owner a definite and specific 
 description, and provided that the property owner has not within 
 30 days responded to the public service corporation with a 
 written objection to the terms of the property description, it 
 may record the description and is not thereafter required to 
 again produce or record under this section for the same property 
 or a part of the same property.  

    This section applies to every easement over private 
 property acquired by a public service corporation, regardless of 
 when the easement was acquired or created. 

    (d) This section does not require a public service 
 corporation to physically locate, establish, and monument by 
 means of a land survey prepared by a licensed land surveyor the 
 corners of the specific property involved. 

    (e) This section does not limit direct access to a public 
 service corporation easement in an emergency situation.  The 
 public service corporation affected by the emergency must 
 compensate the property owner for damages caused by directly 
 accessing the easement. 

    HIST: 1973 c 58 s 1; 1984 c 628 art 5 s 1; 1993 c 96 s 1; 1998 
 c 324 s 9; 1999 c 184 s 1 

     300.05 City may purchase utility. 

    Subdivision 1.    Authorization.  The governing body of 
 a city may acquire and operate a street railway, telephone, 
 waterworks, gas works, or an electric light, heat, or power 
 works in the manner provided in subdivision 2.  

    Subd. 2.    Procedure.  The governing body of a city may 
 petition to acquire and operate a franchise referred to in 
 subdivision 1, if authorized to do so by a two-thirds majority 
 of the votes cast at a special election called for that 
 purpose.  The election must be held within the three-month 
 period prior to the expiration of any period of five years from 
 the granting of the franchise.  

    The city must also pay the corporation or person owning the 
 franchise the value of the property being acquired.  The value 
 of the property is determined in the manner provided by law for 
 acquiring property under the right of eminent domain.  

    Subd. 3.    Payment.  The consideration for the works or 
 property must first be applied to the payment of any 
 encumbrances.  The remainder, if any, must be paid to the owner 
 of the franchise.  

    HIST: (7434) RL s 2843; 1973 c 123 art 5 s 7; 1984 c 628 art 5 
 s 1; 1984 c 655 art 2 s 5 subd 1 

     300.06 Filing and record of certificate. 

    The certificate of a corporation must be filed for record 
 with the secretary of state.  If the secretary of state finds 
 that it conforms to law and that the required fee has been paid, 
 the secretary of state must record it and certify that fact on 
 it.  If the corporation is a financial corporation or an 
 insurance company, the secretary of state may not accept a 
 certificate for filing unless the certificate also contains the 
 endorsement of the commissioner of commerce.  

    HIST: (7444) RL s 2850; 1976 c 181 s 2; 1982 c 496 s 8; 1984 c 
 628 art 5 s 1; 1986 c 444 

  300.07 Repealed, 1982 c 496 s 11 

     300.08 General powers. 

    Subdivision 1.    Enumerated powers.  (a) A corporation 
 formed under the provisions of this chapter may: 

    (1) be known by its corporate name for the time stated in 
 its certificate of incorporation; 

    (2) sue and be sued in any court; 

    (3) have, use, and alter a common seal; 

    (4) acquire, by purchase or otherwise, and hold, enjoy, 
 improve, lease, encumber, and convey all real and personal 
 property necessary for the purposes of its organization, subject 
 to the limitations hereafter declared; 

    (5) elect or appoint in any manner it determines all 
 necessary or proper officers, agents, boards, and committees, to 
 fix their compensation, and to define their powers and duties; 

    (6) make and amend consistently with law bylaws providing 
 for the management of its property and the regulation and 
 government of its affairs; and 

    (7) wind up and liquidate its business in the manner 
 provided by law. 

    (b) A corporation formed under this chapter shall indemnify 
 those persons identified in section 300.083 against certain 
 expenses and liabilities only as provided in section 300.083 and 
 may indemnify other persons. 

    Subd. 2.    Issuance of stock; kinds.  In addition to 
 the powers enumerated in subdivision 1, a corporation, except 
 the financial corporations referred to in this chapter, may 
 issue more than one class of stock.  

    Subd. 3.    May hold stock of other corporations.  A 
 corporation organized (1) for carrying on any kind of 
 manufacturing or mechanical business compatible with an honest 
 purpose; or (2) for the mining, smelting, reducing, refining, or 
 working of ores or minerals, for working coal mines or stone 
 quarries, or for buying, working, selling, or dealing in mineral 
 lands, may take, acquire, and hold stock in another corporation, 
 if a majority of the stockholders elects to do so.  

    HIST: (7447, 7452) RL s 2852,2853; 1984 c 628 art 5 s 1; 1987 
 c 104 s 1 

     300.081 Medical expenses; insurance; pensions. 

    Subdivision 1.    Authorization.  A corporation formed 
 under the laws of the state of Minnesota may provide by action 
 of its board of directors for the furnishing to its employees 
 and officers, wholly or in part at the expense of the 
 corporation, of medical expenses, and insurance against 
 accident, sickness, disability or death.  The board may adopt a 
 plan for retirement allowances or pensions to employees and 
 officers based on services rendered before, after, or before and 
 after, the plan is adopted.  A pension or allowance may be 
 payable in amounts, at times, and upon conditions determined by 
 the board of directors of the corporation. 

    Subd. 2.    Acts legalized.  All allowances for medical 
 expenses, insurance against accident, sickness, disability or 
 death, and retirement allowances or pensions granted or paid 
 before April 23, 1947, by a corporation to its employees and 
 officers pursuant to action by its board of directors, are 
 validated.  

    HIST: 1947 c 446 s 1,2; 1984 c 628 art 5 s 1 

  300.082 Repealed, 1981 c 270 s 142 

     300.083 Indemnification. 

    Subdivision 1.    Definitions.  (a) For purposes of this 
 section, the terms defined in this subdivision have the meanings 
 given them.  

    (b) "Corporation" includes a domestic or foreign 
 corporation that was the predecessor of the corporation referred 
 to in this section in a merger or other transaction in which the 
 predecessor's existence ceased upon consummation of the 
 transaction.  

    (c) "Official capacity" means (1) with respect to a 
 director, the position of director in a corporation, (2) with 
 respect to a person other than a director, the elective or 
 appointive office or position held by an officer, member of a 
 committee of the board, or the employment relationship 
 undertaken by an employee of the corporation, and (3) with 
 respect to a director, officer, or employee of the corporation 
 who, while a director, officer, or employee of the corporation, 
 is or was serving at the request of the corporation or whose 
 duties in that position involve or involved service as a 
 director, officer, partner, trustee, employee, or agent of 
 another organization or employee benefit plan, the position of 
 that person as a director, officer, partner, trustee, employee, 
 or agent, as the case may be, of the other organization or 
 employee benefit plan.  

    (d) "Proceeding" means a threatened, pending, or completed 
 civil, criminal, administrative, arbitration, or investigative 
 proceeding, including a proceeding by or in the right of the 
 corporation.  

    (e) "Special legal counsel" means counsel who has not 
 represented the corporation or a related corporation, or a 
 director, officer, member of a committee or board, or employee 
 whose indemnification is in issue. 

    Subd. 2.    Indemnification mandatory; standard.  (a) 
 Subject to the provisions of subdivision 4, a corporation shall 
 indemnify a person made or threatened to be made a party to a 
 proceeding by reason of the former or present official capacity 
 of the person against judgments, penalties, fines, including, 
 without limitation, excise taxes assessed against the person 
 with respect to an employee benefit plan, settlements, and 
 reasonable expenses, including attorneys' fees and 
 disbursements, incurred by the person in connection with the 
 proceeding, if, with respect to the acts or omissions of the 
 person complained of in the proceeding, the person: 

    (1) Has not been indemnified by another organization or 
 employee benefit plan for the same judgments, penalties, fines, 
 including, without limitation, excise taxes assessed against the 
 person with respect to an employee benefit plan, settlements, 
 and reasonable expenses, including attorneys' fees and 
 disbursements incurred by the person in connection with the 
 proceeding with respect to the same acts or omissions; 

    (2) Acted in good faith; 

    (3) Received no improper personal benefit; 

    (4) In the case of a criminal proceeding, had no reasonable 
 cause to believe the conduct was unlawful; and 

    (5) In the case of acts or omissions occurring in the 
 official capacity described in subdivision 1, paragraph (c), 
 clause (1) or (2), reasonably believed that the conduct was in 
 the best interests of the corporation, or in the case of acts or 
 omissions occurring in the person's official capacity described 
 in subdivision 1, paragraph (c), clause (3), reasonably believed 
 that the conduct was not opposed to the best interests of the 
 corporation.  If the person's acts or omissions complained of in 
 the proceeding relate to conduct as a director, officer, 
 trustee, employee, or agent of an employee benefit plan, the 
 conduct is not considered to be opposed to the best interests of 
 the corporation if the person reasonably believed that the 
 conduct was in the best interests of the participants or 
 beneficiaries of the employee benefit plan. 

    (b) The termination of a proceeding by judgment, order, 
 settlement, conviction, or upon a plea of nolo contendere or its 
 equivalent does not, of itself, establish that the person did 
 not meet the criteria set forth in this subdivision. 

    Subd. 3.    Advances.  Subject to the provisions of 
 subdivision 4, if a person is made or threatened to be made a 
 party to a proceeding, the person is entitled, upon written 
 request to the corporation, to payment or reimbursement by the 
 corporation of reasonable expenses, including attorneys' fees 
 and disbursements, incurred by the person in advance of the 
 final disposition of the proceeding, (a) upon receipt by the 
 corporation of a written affirmation by the person of a good 
 faith belief that the criteria for indemnification set forth in 
 subdivision 2 has been satisfied and a written undertaking by 
 the person to repay all amounts so paid or reimbursed by the 
 corporation, if it is ultimately determined that the criteria 
 for indemnification have not been satisfied, and (b) after a 
 determination that the facts then known to those making the 
 determination would not preclude indemnification under this 
 section.  The written undertaking required by clause (a) is an 
 unlimited general obligation of the person making it, but need 
 not be secured and shall be accepted without reference to 
 financial ability to make the repayment.  

    Subd. 4.    Prohibition or limit on indemnification or 
 advances.  The articles or bylaws either may prohibit 
 indemnification or advances of expenses otherwise required by 
 this section or may impose conditions on indemnification or 
 advances of expenses in addition to the conditions contained in 
 subdivisions 2 and 3 including, without limitation, monetary 
 limits on indemnification or advances of expenses, if the 
 conditions apply equally to all persons or to all persons within 
 a given class.  A prohibition or limit on indemnification or 
 advances may not apply to or affect the right of a person to 
 indemnification or advances of expenses with respect to any acts 
 or omissions of the person occurring prior to the effective date 
 of a provision in the articles or the date of adoption of a 
 provision in the bylaws establishing the prohibition or limit on 
 indemnification or advances.  

    Subd. 5.    Reimbursement to witnesses.  This section 
 does not require, or limit the ability of, a corporation to 
 reimburse expenses, including attorneys' fees and disbursements, 
 incurred by a person in connection with an appearance as a 
 witness in a proceeding at a time when the person has not been 
 made or threatened to be made a party to a proceeding.  

    Subd. 6.    Determination of eligibility.  (a) All 
 determinations whether indemnification of a person is required 
 because the criteria set forth in subdivision 2 have been 
 satisfied and whether a person is entitled to payment or 
 reimbursement of expenses in advance of the final disposition of 
 a proceeding as provided in subdivision 3 shall be made:  

    (1) By the board by a majority of a quorum.  Directors who 
 are at the time parties to the proceeding shall not be counted 
 for determining either a majority or the presence of a quorum; 

    (2) If a quorum under clause (1) cannot be obtained, by a 
 majority of a committee of the board, consisting solely of two 
 or more directors not at the time parties to the proceeding, 
 duly designated to act in the matter by a majority of the full 
 board including directors who are parties; 

    (3) If a determination is not made under clause (1) or (2), 
 by special legal counsel, selected either by a majority of the 
 board or a committee by vote pursuant to clause (1) or (2) or, 
 if the requisite quorum of the full board cannot be obtained and 
 the committee cannot be established, by a majority of the full 
 board including directors who are parties; 

    (4) If a determination is not made under clauses (1) to 
 (3), by the shareholders, excluding the votes of shares held by 
 parties to the proceeding; or 

    (5) If an adverse determination is made under clauses (1) 
 to (4) or under paragraph (b), or if no determination is made 
 under clauses (1) to (4) or under paragraph (b) within 60 days 
 after the termination of a proceeding or after a request for an 
 advance of expenses, as the case may be, by a court in this 
 state, which may be the same court in which the proceeding 
 involving the person's liability took place, upon application of 
 the person and any notice the court requires.  

    (b) With respect to a person who is not, and was not at the 
 time of the acts or omissions complained of in the proceedings, 
 a director, officer, or person possessing, directly or 
 indirectly, the power to direct or cause the direction of the 
 management or policies of the corporation, the determination 
 whether indemnification of this person is required because the 
 criteria set forth in subdivision 2 have been satisfied and 
 whether this person is entitled to payment or reimbursement of 
 expenses in advance of the final disposition of a proceeding as 
 provided in subdivision 3 may be made by an annually appointed 
 committee of the board, having at least one member who is a 
 director.  The committee shall report at least annually to the 
 board concerning its actions.  

    Subd. 7.    Insurance.  A corporation may purchase and 
 maintain insurance on behalf of a person who is or was a 
 director, officer, employee, or agent of the corporation, or 
 who, while a director, officer, employee, or agent of the 
 corporation, is or was serving at the request of the corporation 
 as a director, officer, partner, trustee, employee, or agent of 
 another organization or employee benefit plan against any 
 liability asserted against and incurred by the person in or 
 arising from that capacity, whether or not the corporation would 
 have been required to indemnify the person against the liability 
 under the provisions of this section.  

    Subd. 8.    Disclosure.  A corporation that indemnifies 
 or advances expenses to a person in accordance with this section 
 in connection with a proceeding by or on behalf of the 
 corporation shall report to the shareholders in writing the 
 amount of the indemnification or advance and to whom and on 
 whose behalf it was paid not later than the next meeting of 
 shareholders.  

    Subd. 9.    Life insurance companies.  A domestic life 
 insurance company having a separate account or accounts pursuant 
 to section 61A.14 may indemnify a person who is serving or has 
 served as a member of the managing committee of that separate 
 account, and may purchase and maintain insurance for that 
 purpose, in accordance with this section.  

    Subd. 10.    Indemnification of other persons.  Nothing 
 in this section shall be construed to limit the power of the 
 corporation to indemnify other persons by contract or otherwise. 

    HIST: 1981 c 270 s 128; 1982 c 497 s 71; 1983 c 368 s 1; 1984 
 c 618 s 9; 1984 c 628 art 5 s 1; 1986 c 444; 1987 c 104 s 2-5 

     300.09 Property; sale, lease, exchange; procedure. 

    At a meeting of its board of directors a corporation 
 organized under the laws of this state, except those formed or 
 coming under the Minnesota Business Corporation Act, or a 
 nonprofit corporation subject to the Minnesota Nonprofit 
 Corporation Act, may sell, lease, or exchange all its property, 
 rights, privileges, and franchises upon the terms and conditions 
 its board of directors considers expedient and for the best 
 interests of the corporation.  The sale, lease, or exchange must 
 be authorized by the affirmative vote of the holders of 
 two-thirds of the shares of stock of the company issued and 
 outstanding having voting power, given at a stockholders' 
 meeting duly called for that purpose, or authorized by the 
 written consent of the holders of two-thirds of the shares of 
 stock of the company issued and outstanding having voting 
 power.  The certificate of incorporation may require the vote or 
 written consent of a larger portion of the stockholders.  

    HIST: (7447-1) 1925 c 320 s 1; 1933 c 300 s 62; 1951 c 550 s 
 70; 1953 c 650 s 21; 1984 c 628 art 5 s 1 

     300.10 Public service corporations; mortgages and deeds 
  of trust. 

    A public service corporation owning property in this state 
 may mortgage or execute deeds of trust of the whole, or any 
 part, of its property and franchises to secure money borrowed by 
 it for the construction and equipment of its lines and 
 properties and for its corporate purposes.  The corporation may 
 issue its corporate bonds, in sums of at least $100, secured by 
 these mortgages or deeds of trust.  The mortgages or deeds of 
 trust may by their terms include after-acquired real and 
 personal property, and are as valid and effectual for that 
 purpose as if this after-acquired property were owned by, and in 
 possession of, the corporation giving the mortgage or deed of 
 trust at the time of its execution.  

    HIST: (7449) 1917 c 10 s 1; 1919 c 127 s 1; 1921 c 131 s 1; 
 1971 c 28 s 1; 1984 c 628 art 5 s 1 

     300.11 Execution of mortgages and deeds of trust 
  legalized. 

    If a public service corporation owning property in this 
 state has mortgaged or executed deeds of trust of the whole, or 
 any part, of its property and franchises to secure money 
 borrowed by it for the construction and equipment of lines and 
 properties and for its corporate purposes and has issued its 
 corporate bonds in sums of at least $100 secured by mortgages or 
 deeds of trust, bearing interest at a rate not exceeding eight 
 percent per year and the mortgages or deeds of trust have by 
 their terms included after-acquired real and personal property, 
 or have borne interest at a rate not exceeding eight percent per 
 year, the mortgages and deeds of trust are legalized and made 
 valid and effectual to all intents and purposes as if the 
 after-acquired property were owned by and in possession of the 
 corporation giving the mortgage or deed of trust at the time of 
 its execution, and as if the corporate bonds bore interest at 
 the rate of seven percent per year.  

    HIST: (7450) 1917 c 10 s 2; 1921 c 131 s 2; 1984 c 628 art 5 s 
 1 

     300.111 Financing statements of public utilities, 
  taconite and semitaconite companies; definitions. 

    Subdivision 1.    Public utility.  When used in sections 
 300.111 to 300.113 the term "public utility" means persons, 
 corporations, or other legal entities, their lessees, trustees, 
 and receivers, operating, maintaining, or controlling in this 
 state after June 29, 1966, equipment or facilities for the 
 production, generation, transmission, or distribution at retail 
 of gas, electric, or telephone service for the public and in the 
 transmission and distribution using, or having a right to use, 
 public roads, streets, alleys, or other public ways for the 
 purpose of constructing, using, operating, or maintaining wires, 
 pipes, conduits, or other facilities.  No municipality producing 
 or furnishing gas, electric, or telephone service is a public 
 utility under this definition.  No person is a public utility if 
 it produces or furnishes its services to less than 50 persons.  

    Subd. 2.    Taconite company.  When used in sections 
 300.111 to 300.113 the term "taconite company" means a person, 
 corporation, or other legal entity, its lessees, trustees, and 
 receivers, engaged in or preparing to engage in the business of 
 mining and beneficiating taconite, as the term "taconite" is 
 defined in section 298.23, whether or not the taconite company 
 may also engage in another business.  

    Subd. 3.    Semitaconite company.  When used in sections 
 300.111 to 300.113 the term "semitaconite company" means a 
 person, corporation, or other legal entity, its lessees, 
 trustees, and receivers, engaged in or preparing to engage in 
 the business of mining and beneficiating semitaconite, as the 
 term "semitaconite" is defined in section 298.34, whether or not 
 the semitaconite company may also engage in another business.  

    Subd. 4.    Electric service cooperatives.  
 Notwithstanding any contrary provision in subdivision 1, the 
 term "public utility" also means a cooperative association 
 operating, maintaining or controlling in this state after May 
 11, 1969, equipment or facilities for the production, 
 generation, transmission or distribution of electric services.  

    Subd. 5.    Water quality utilities.  Notwithstanding 
 any contrary provision in subdivision 1, the term "public 
 utility" also means a person, corporation, cooperative, or other 
 legal entity, their lessees, trustees, and receivers who are 
 operating, maintaining, or controlling equipment or facilities 
 to provide water quality treatment and management services, as 
 defined by section 115.58, subdivision 1, paragraph (e).  
 "Public utility" does not include a municipality that owns or 
 operates equipment or facilities for treating wastewater, 
 furnishing potable water or water for geothermal heating and 
 cooling, managing storm water runoff or drainage, or reducing or 
 eliminating water pollution. 

    HIST: 1965 c 813 s 1; 1967 c 323 s 1; 1969 c 349 s 1; 1984 c 
 628 art 5 s 1; 1997 c 216 s 127 

     300.112 Financing statements of a public utility, a 
  taconite company, and a semitaconite company. 

    Subdivision 1.    Filing with secretary of state.  
 Notwithstanding sections 336.9-302, subsections (3) and (4); 
 336.9-401, subsection (1); 336.9-402; and 336.9-403 of the 
 Uniform Commercial Code, all filings required under the Uniform 
 Commercial Code in order to perfect a security interest against 
 the personal property or fixtures of a debtor public utility, or 
 against the personal property or fixtures of a debtor taconite 
 company or a debtor semitaconite company, must be made and 
 maintained in the office of the secretary of state.  

    Subd. 2.    Information not required.  When the 
 financing statement covers goods of a debtor public utility or 
 of a debtor taconite company or a debtor semitaconite company, 
 which are or are to become fixtures, no description of the real 
 estate or the name of the record owner is required.  

    Subd. 3.    Duration.  Filing of a financing statement 
 against the property of a debtor public utility or against the 
 property of a debtor taconite company or a debtor semitaconite 
 company is effective until five years after the maturity date 
 contained in the statement in the case of personal property and 
 until 15 years after the maturity date in the case of fixtures 
 annexed to real property, or if no maturity date is contained in 
 the statement, until released or terminated. 

    HIST: 1965 c 813 s 2; 1967 c 323 s 2; 1984 c 628 art 5 s 1 

     300.113 Continued effectiveness of certain laws. 

    Unless displaced by the specific provisions of sections 
 300.111 to 300.113, the Uniform Commercial Code and other 
 applicable laws remain in full force and effect and supplement 
 the provisions of sections 300.111 to 300.113.  

    HIST: 1965 c 813 s 3; 1984 c 628 art 5 s 1 

     300.114 Mortgages, deeds of trust and other instruments 
  of public utilities; filing and recording. 

    Subdivision 1.    Filing with secretary of state.  A 
 mortgage or deed of trust to secure a debt executed by a public 
 utility as defined in section 300.111 covering the whole or part 
 of its easements or other less than fee simple interests in real 
 estate used in the transmission or distribution of gas, 
 electric, or telephone service, and also covering the fixtures 
 of the public utility which are annexed to it, may be filed in 
 the office of the secretary of state along with, or as part of, 
 the financing statement covering the fixtures.  The filing of 
 the mortgage or deed of trust has the same effect, and is notice 
 of the rights and interests of the mortgagee or trustee in the 
 easements and other less than fee simple interests in real 
 estate to the same extent, as if the mortgage or deed of trust 
 were duly recorded in the office of the county recorder, or duly 
 registered in the office of the registrar of titles, of the 
 counties in which the real estate is situated.  The 
 effectiveness of the filing will terminate at the same time as 
 provided in section 300.112, subdivision 3, for the termination 
 of the effectiveness of fixture filing. 

    Subd. 2.    What constitutes a specific description.  
 For the purposes of this section, a mortgage or deed of trust 
 filed under this section contains a sufficient description to 
 give notice of the rights and interests of the mortgagee or 
 trustee in the easements and other less than fee simple 
 interests in the real estate used for the transmission and 
 distribution of gas, electric, or telephone service of the 
 public utility if the mortgage or deed of trust states that the 
 security includes rights of way of or transmission or 
 distribution systems of or lines of the public utility, or all 
 property owned by the public utility. 

    Subd. 3.    Filing of prior instruments.  A mortgage or 
 deed of trust filed before March 28, 1974 along with, or as part 
 of, the financing statements filed under section 300.112, which 
 complies with the provisions of this section, is filed under 
 this section as of March 28, 1974. 

    Subd. 4.    Application.  This section does not apply to 
 real estate owned in fee simple by a public utility. 

    HIST: 1974 c 272 s 1; 1976 c 181 s 2; 1984 c 628 art 5 s 1 

     300.115 Mortgages and deeds of trust of pipeline 
  companies; filing and recording. 

    Subdivision 1.    Filing with secretary of state.  A 
 mortgage or deed of trust to secure a debt executed by a 
 pipeline company engaged in the business of transporting oil, 
 gas, petroleum products, or other commodities that may be 
 transported by pipeline, other than a "public utility" as 
 defined in Minnesota Statutes 1982, section 300.111 covering the 
 whole or any part of its easements or other less than fee simple 
 interests in real estate used in the transportation or 
 distribution of oil, gas, petroleum products, or other 
 commodities that may be transported by pipeline, and also 
 covering the fixtures of the pipeline company which are annexed 
 to the pipeline must be filed in the office of the secretary of 
 state along with or as a part of the financing statement 
 covering the fixtures.  The filing of the mortgage or deed of 
 trust shall have the same effect, and shall be notice of the 
 rights and interests of the mortgagee or trustee in the 
 easements and other less than fee simple interests in real 
 estate to the same extent as if the mortgage or deed of trust 
 were duly recorded in the office of the county recorder, or duly 
 registered in the office of the registrar of titles of the 
 county or counties in which the real estate is situated.  The 
 mortgages or deeds of trust may by their terms include 
 after-acquired property, real and personal, and shall be as 
 valid and effectual for that purpose as if the after-acquired 
 property were owned by, and in possession of, the company giving 
 the mortgage and deed of trust at the time of the execution.  
 Notwithstanding the Uniform Commercial Code the filing and 
 recording of the mortgage and deed of trust in the office of the 
 secretary of state shall be notice of the rights of all parties 
 in the real and personal property and fixtures covered by the 
 filing and will so remain until satisfied or discharged without 
 further affidavit, continuation statement, or proceeding.  

    Subd. 2.    Effect of prior instrument.  For the 
 purposes of this section, any mortgage or deed of trust filed 
 under this section shall be deemed to contain a sufficient 
 description to give notice of the rights and interest of the 
 mortgagee or trustee in the easements and other less than fee 
 simple interests in the real estate used for the transmission of 
 oil, gas, petroleum products, or other commodities which may be 
 transported by pipeline if the mortgage and deed of trust states 
 that the security includes rights-of-way, transmission systems, 
 or lines of the pipeline company, or all property owned by the 
 pipeline company.  

    Subd. 3.  This section shall not apply to any real estate 
 owned by a pipeline company in fee simple. 

    HIST: 1967 c 338 s 1,2; 1976 c 181 s 2; 1983 c 87 s 1; 1984 c 
 628 art 5 s 1 

     300.12 Bylaws; statements. 

    Subdivision 1.    Adoption of bylaws.  The first board 
 of directors, trustees, or managers must adopt bylaws.  The 
 bylaws may be amended by the stockholders or members at a 
 regular or special meeting called for that purpose.  

    Subd. 2.    Bylaws and certain statements posted in place 
 of business.  A copy of the bylaws of a corporation whose 
 articles are filed with the secretary of state, the names of its 
 officers, and a statement of the amount of any capital stock 
 actually and in good faith subscribed for, the amount and 
 character of payments actually made on the stock; and, in the 
 case of corporations empowered to take private property, the 
 amount of its indebtedness in a general way, must also be kept 
 posted in its principal place of business.  The statement must 
 be corrected as often as any material change takes place in 
 relation to any part of its subject matter. 

    HIST: (7453, 7454) RL s 2854, 2855; 1984 c 628 art 5 s 1 

     300.13 Corporate existence; duration, renewal. 

    Subdivision 1.    Period of formation, renewal.  A 
 railroad corporation, a bank as defined in section 47.01, 
 subdivision 2, or a trust company as defined in section 47.01, 
 subdivision 4, may be formed for any period specified in its 
 certificate of incorporation.  A savings bank has perpetual 
 duration.  Every other corporation, except as otherwise provided 
 in this chapter, shall be formed for not more than 30 years, but 
 may be renewed from time to time for a further term not 
 exceeding 30 years.  The corporation is renewed whenever a 
 three-fourths vote of the stock or members, in case of mutual or 
 nonstock corporations represented, adopts a resolution to that 
 effect; and, in case of stock companies, when those desiring it 
 have purchased at its value the stock of those opposed to the 
 resolution.  The resolution may be voted on at a regular 
 meeting, or at a special meeting called for that purpose if that 
 purpose is clearly specified in the call.  

    Subd. 2.    Exceptions as to renewal.  A corporation 
 formed under the provisions of the Minnesota Business 
 Corporation Act, or the Minnesota Nonprofit Corporation Act, or 
 a corporation which accepts the provisions of either act, or 
 which elects not to accept them, may not be renewed under this 
 section.  

    Subd. 3.    Nonprofit cooperative associations, religious 
 corporations; perpetual succession.  Unless otherwise limited 
 by statute or by its articles or certificate of incorporation, a 
 nonprofit cooperative association and a religious corporation 
 formed under chapter 315, have perpetual duration.  When the 
 limitation is contained in its articles or certificate of 
 incorporation, the association or corporation may amend its 
 articles or certificate to provide for perpetual duration.  

    Subd. 4.    Resolution to enlarge, effect.  Except in 
 the case of a nonprofit cooperative association or a religious 
 corporation formed under chapter 315, the resolution to enlarge 
 the period of corporate existence does not become effective 
 until a duly certified copy of the resolution has been filed and 
 recorded in the same manner as required by law for its original 
 articles or certificate of incorporation.  

    HIST: (7455, 7456) RL s 2856, 2857; 1907 c 468 s 2; 1921 c 39 
 s 1; 1927 c 32 s 1; 1933 c 189 s 1; 1933 c 300 s 62; 1945 c 509 
 s 1; 1951 c 550 s 71; 1967 c 260 s 1; 1984 c 543 s 11; 1984 c 
 628 art 5 s 1 

     300.131 Perpetual corporate existence for insurance 
  companies. 

    The corporate existence of an insurance company organized 
 under the laws of this state may be made perpetual by so 
 providing in its articles of incorporation or by amendment to 
 them.  

    HIST: 1943 c 72 s 1; 1984 c 628 art 5 s 1 

     300.14 Certain corporations. 

    Subdivision 1.    Consolidation.  Two or more 
 corporations, except corporations organized for the purpose of 
 carrying on the business of a railroad, bank, savings bank, 
 trust company, savings association, or insurance company, or a 
 nonprofit corporation subject to the Minnesota Nonprofit 
 Corporation Act or any part of it, may consolidate into a single 
 corporation.  The resulting corporation may be either one of the 
 consolidating corporations or a new corporation created by the 
 consolidation.  If at least a majority of the directors of each 
 of the corporations desire to consolidate, they may enter into 
 an agreement setting forth:  

    (1) the terms and conditions of the consolidation; 

    (2) the mode of carrying the consolidation into effect; 

    (3) applicable facts which are necessary to be set out in a 
 certificate of incorporation, as provided in section 300.025; 

    (4) the manner and basis of converting the shares of stock 
 of each of the constituent corporations into the shares of the 
 consolidated corporation, whether into the same or a different 
 number of shares of the consolidated corporation and whether par 
 value or no par value stock and; 

    (5) other details and provisions which are necessary or 
 desirable.  

    The agreement must be signed by these directors under the 
 corporate seals of those corporations.  The agreement must state 
 the amount of capital stock with which the consolidated 
 corporation will begin business, which may be any amount not 
 less than the aggregate par value of shares of stock having par 
 value to be distributed in place of previously issued and 
 outstanding shares of stock of the constituent corporations.  
 The agreement may provide for the distribution of cash, notes, 
 or bonds in whole or in part in lieu of stock to stockholders of 
 the constituent corporations, or any of them.  

    Subd. 2.    Agreement.  The agreement must be submitted 
 to the stockholders of record of each corporation at a meeting 
 called separately for the purpose of considering it.  Notice of 
 the time, place, and object of the meeting must be mailed at 
 least two weeks before the meeting to each stockholder of 
 record, whether entitled to vote or not, at the stockholder's 
 last known address, as shown by the corporation's records. 

    At the meeting the agreement must be considered and a vote 
 by ballot, in person or by proxy, taken for the adoption or 
 rejection of it.  If votes to adopt the agreement are cast by 
 stockholders of each corporation holding stock in the 
 corporation entitling them to exercise at least nine-tenths of 
 the voting power on a proposal to consolidate the corporation 
 with another, or by any other proportion of the stockholders as 
 prescribed by the certificate of incorporation for votes on the 
 proposal, then that fact must be certified on the agreement by 
 the secretary or assistant secretary of each corporation, under 
 its seal.  

    The agreement adopted and certified must be signed by the 
 president or vice-president and secretary or assistant secretary 
 of each corporation under its corporate seal and acknowledged by 
 the president or vice-president to be the respective acts, 
 deeds, and agreements of the corporation.  The certified and 
 acknowledged agreement must be filed for record with the 
 secretary of state and be taken and considered to be the 
 agreement and acts of consolidation of the constituent 
 corporations, and the certificate of incorporation of the 
 consolidated corporation.  A certified copy of it is evidence of 
 the performance of all antecedent acts and conditions necessary 
 to the consolidation and of the existence of the consolidated 
 corporation.  

    HIST: (7457-12) 1927 c 385 s 1; 1951 c 550 s 72; 1953 c 650 s 
 22; 1976 c 181 s 2; 1982 c 496 s 9; 1984 c 628 art 5 s 1; 1986 c 
 444; 1995 c 202 art 1 s 25 

     300.15 Powers, rights, liabilities, and duties of 
  consolidated corporation. 

    When the agreement is signed, acknowledged, filed for 
 record, and published as required by section 300.14, the 
 separate existence of the constituent corporations ceases and 
 they become a single corporation in accordance with the 
 agreement, possessing all the rights, privileges, powers, 
 franchises, and immunities and subject to all the liabilities 
 and duties of each of the consolidating corporations.  The 
 rights, privileges, powers, franchises, and immunities of each 
 of the corporations and all property, and all debts owing on 
 whatever account, and all other things in action of or belonging 
 to each of the corporations are vested in the consolidated 
 corporation, and all property, rights, privileges, powers, 
 franchises, immunities, and other interests are thereafter as 
 effectually the property of the consolidated corporation as they 
 were of the several and respective constituent corporations.  
 All rights of creditors and all liens upon the property of 
 either of the constituent corporations are preserved unimpaired, 
 and are limited in lien to the property affected by the lien at 
 the time of the consolidation.  All debts, liabilities, and 
 duties of the constituent corporations attach to the 
 consolidated corporation and may be enforced against it to the 
 same extent as if the debts, liabilities, and duties had been 
 incurred or contracted by it.  

    HIST: (7457-13) 1927 c 385 s 2; 1984 c 628 art 5 s 1 

     300.16 Rights of stockholders. 

    Subdivision 1.    Procedure for objecting.  A 
 stockholder entitled to vote who votes against the consolidation 
 and objects to it in writing at or before the time when the 
 consolidation vote is taken, or a stockholder not entitled to 
 vote who objects in writing to the consolidation at or before 
 the time when the consolidation vote is taken, may demand in 
 writing that the consolidated corporation pay the fair cash 
 value of the stockholder's stock.  The demand must be made 
 within 20 days of the consolidation vote.  The stock is to be 
 valued as of the day before the consolidation vote was taken.  

    The consolidated corporation must make payment to the 
 objecting stockholder within 30 days after proof of publication 
 of the consolidation agreement is filed with the secretary of 
 state.  

    Subd. 2.    Valuation of stock.  In case of disagreement 
 as to the fair cash value of the stock, the stockholder, or the 
 consolidated corporation, within 60 days after proof of 
 publication of the consolidation agreement has been filed and 
 upon notice to the opposite party, may petition the district 
 court of the judicial district in which the principal office of 
 the consolidated corporation is established for the appointment 
 of three appraisers to appraise the value of the stock.  The 
 award of the appraisers is final and conclusive if no written 
 objection is filed by either party within ten days after the 
 award is filed in court.  If an objection is filed, it must be 
 tried summarily by the court and judgment rendered on it.  If 
 the amount determined in the proceeding is in excess of the 
 amount the consolidated corporation has offered to pay as the 
 fair cash value of the stock, the court must assess against the 
 consolidated corporation the costs of the proceeding, including 
 a reasonable attorney's fee, to the stockholder and a reasonable 
 fee to the appraisers, as it considers equitable; otherwise, the 
 costs and fees to the appraisers must be assessed, one-half 
 against the corporation and one-half against the stockholder.  A 
 party has the right to appeal from the judgment of the court if 
 the appeal is taken within ten days after the entry of the 
 judgment.  

    Subd. 3.    Effect.  Unless the consolidation is 
 abandoned, the stockholder, on the making of the demand in 
 writing, ceases to be a stockholder in the constituent 
 corporation and has no rights with respect to the stock, except 
 the right to receive payment for it.  Upon payment of the agreed 
 fair cash value of the stock or the value of the stock under 
 final judgment, the stockholder must transfer the stock to the 
 consolidated corporation.  If the consolidated corporation fails 
 to pay the amount of the judgment within ten days after it 
 becomes final, the judgment may be collected and enforced in the 
 manner prescribed by law.  

    Subd. 4.    Assenting stockholders.  Each stockholder in 
 any of the constituent corporations at the time the 
 consolidation becomes effective who is entitled to vote, and who 
 does not vote against the consolidation and object to it in 
 writing, and each stockholder in each of the constituent 
 corporations at the time the consolidation becomes effective who 
 is not entitled to vote, and who does not object to it in 
 writing, ceases to be a stockholder in the constituent 
 corporation and is considered to have assented to the 
 consolidation.  Those stockholders, together with the 
 stockholders voting in favor of the consolidation, are entitled 
 to receive certificates of stock in the consolidated corporation 
 or cash or notes or bonds, in the manner and on the terms 
 specified in the agreement of consolidation.  

    HIST: (7457-14) 1927 c 385 s 3; 1984 c 628 art 5 s 1; 1986 c 
 444 

     300.17 Liabilities of corporations, stockholders, and 
  officers; rights of creditors. 

    The consolidation of two or more corporations under the 
 provisions of sections 300.14 to 300.19 does not lessen or 
 impair the liability of the consolidating corporations or their 
 stockholders or officers or the rights or remedies of creditors 
 or persons transacting business with these corporations.  

    HIST: (7457-16) 1927 c 385 s 5; 1984 c 628 art 5 s 1 

     300.18 Capital stock of consolidated corporation. 

    The capital stock of a consolidated corporation, issued and 
 represented by shares of stock, is the amount stated in the 
 consolidation agreement as to the amount of capital stock with 
 which the consolidated corporation will begin business, until 
 the corporation issues shares.  When additional shares are 
 issued, the capital stock issued and represented by shares of 
 stock is increased by the aggregate par value of all additional 
 shares of stock having par value and the aggregate amount of 
 money or the actual value of the consideration, as fixed by the 
 directors, or otherwise, received by the corporation for the 
 issuance of all additional shares without par value.  

    HIST: (7457-17) 1927 c 385 s 6; 1984 c 628 art 5 s 1 

     300.19 Filing fee. 

    Upon filing a consolidation agreement, as provided for in 
 sections 300.14 to 300.19, there must be paid to the state 
 treasurer the same fees as required on the filing of a 
 certificate of the corporation, less the total amount of the 
 fees that have previously been paid to the state treasurer on 
 the filing of the certificates of incorporation or any renewals 
 and amendments increasing capital stock of all of the 
 corporations which are parties to the consolidation agreement.  

    HIST: (7475-18) 1927 c 385 s 7; 1984 c 628 art 5 s 1 

     300.20 Board of directors. 

    Subdivision 1.    Election.  The business of savings 
 banks must be managed by a board of at least seven directors, 
 all residents of this state, each of whom, before being 
 authorized to act, must file a written acceptance of the 
 position.  The business of other corporations must be managed by 
 a board of at least five directors, unless a greater number is 
 otherwise required by law, elected by ballot by the stockholders 
 or members.  A board of directors of a financial institution 
 referred to in section 47.12 which has less than five members on 
 August 1, 1995, is not subject to this requirement but may be 
 increased to not more than five members by order of the 
 commissioner of commerce. 

    Subd. 2.    Vacancies.  If the certificate of 
 incorporation or the bylaws so provides, a vacancy in the board 
 of directors may be filled by the remaining directors.  Not more 
 than one-third of the members of the board may be so filled in 
 any one year except any number may be appointed to provide for 
 at least five directors until any subsequent meeting of the 
 stockholders.  

    Subd. 3.    Quorum to do business.  A majority of the 
 directors constitutes a quorum for the transaction of business.  

    Subd. 4.    Action without meeting.  Any action which 
 might be taken at a meeting of the board of directors, trustees, 
 or managers may be taken without a meeting if done in writing 
 signed by all of the directors, trustees, or managers.  

    HIST: (7458) RL s 2858; 1919 c 311 s 1; 1941 c 148; 1977 c 272 
 s 15; 1983 c 250 s 31; 1984 c 628 art 5 s 1; 1993 c 257 s 45; 
 1995 c 171 s 68; 1995 c 202 art 2 s 27; 1997 c 157 s 57 

     300.21 Officers. 

    Every domestic corporation, except when otherwise specially 
 provided, must have a president, secretary, and treasurer, and 
 may have one or more vice-presidents and other officers, as its 
 certificate of incorporation or bylaws may provide.  The time 
 and manner of their election and their respective duties must be 
 prescribed in the certificate of incorporation or in the bylaws. 
 Only one president of record may act on behalf of the 
 corporation; however, additional officers may be titled 
 president for purposes of empowering those additional officers 
 to function as managing officers of detached facilities of banks.

    HIST: (7459) RL s 2859; 1909 c 298 s 1; 1949 c 36 s 1; 1961 c 
 413 s 1; 1984 c 628 art 5 s 1; 1993 c 257 s 46 

     300.22 Classification of directors. 

    In its certificate of incorporation, a corporation may 
 establish classes of its directors or trustees and the terms for 
 each class.  No class may be elected for a term of less than one 
 year, or more than five years, and the term of office of at 
 least one class must expire each year. 

    HIST: (7460) RL s 2860; 1984 c 628 art 5 s 1 

     300.23 Voting, how regulated. 

    Unless otherwise provided in the certificate or bylaws, at 
 every meeting each stockholder or member is entitled to one vote 
 in person, or by proxy made within one year or other time 
 specially limited by law, for each share or other lawful unit of 
 representation held in an individual, corporate, or 
 representative capacity.  No stock may be voted on at an 
 election within 20 days after its transfer on the books of the 
 corporation.  In the case of a banking corporation, the 
 commissioner of commerce may waive the 20-day limitation. 

    HIST: (7461) RL s 2861; 1984 c 628 art 5 s 1; 1986 c 444; 1992 
 c 587 art 1 s 26 

     300.24 Cumulative voting. 

    The certificate of incorporation, or an amendment to it, of 
 a corporation may provide that, at all elections of directors or 
 managers, each stockholder or member is entitled to as many 
 votes as equals the number of shares of stock owned multiplied 
 by the number of directors or managers to be elected, and that 
 the stockholder or members may cast all of these votes for a 
 single director or manager, or may distribute them among the 
 number to be voted for, or for any two or more of them.  This 
 right when exercised is termed "cumulative voting."  

    HIST: (7462) RL s 2862; 1984 c 628 art 5 s 1; 1986 c 444 

     300.25 Transfer of stock. 

    Subdivision 1.    When transfer is effective.  
 Notwithstanding the transfer of a certificate of stock in 
 accordance with the Uniform Commercial Code, the corporation may 
 pay a dividend on it and treat the holder of record as the owner 
 in fact until the transfer has been recorded on its books or a 
 new certificate issued to the transferee.  The transferee will 
 receive the new certificate upon delivery of the former 
 certificate to the treasurer, or otherwise in accordance with 
 the provisions of the Uniform Commercial Code.  

    Subd. 2.    Survival of action against subscriber.  
 Except as provided with respect to corporations formed under or 
 coming within the Minnesota Business Corporation Act, a 
 corporation may maintain a personal action against a subscriber 
 to its stock, even though the subscriber has transferred the 
 stock in accordance with the provisions of the Uniform 
 Commercial Code. 

    Subd. 3.    Pledged stock.  (a) A pledgee of stock 
 transferred as collateral security is entitled to a new 
 certificate, if the instrument of transfer substantially 
 describes the debt or duty intended to be secured by it. 

    (b) The new certificate must state on its face the name of 
 the pledgor, and that it is held as collateral security.  The 
 pledgor alone is liable as a stockholder and entitled to vote 
 the stock.  

    (c) Corporations formed or coming under the Minnesota 
 Business Corporation Act are not subject to the provisions of 
 paragraph (b).  

    HIST: (7463) RL s 2863; 1933 c 300 s 62; 1965 c 812 s 10; 1984 
 c 628 art 5 s 1 

     300.26 Effect of transfer; stock books. 

    The transfer of shares is not binding upon the company 
 until it is regularly entered on the books of the company to 
 show the names of the persons by and to whom transferred, the 
 number or other designation of the shares, and the date of the 
 transfer.  The transfer does not exempt the person making the 
 transfer from liabilities of the corporation which were created 
 prior to the transfer.  The books of the company must be kept to 
 show intelligibly the original stockholders, their respective 
 interests, the amount which has been paid in on their shares, 
 and all transfers of the shares.  The books, or correct copies 
 of them, so far as the items mentioned in this section are 
 concerned, are subject to the inspection of any person.  

    HIST: (7464) RL s 2864; 1965 c 812 s 11; 1984 c 628 art 5 s 1 

     300.27 Stockholders, liabilities. 

    Subdivision 1.    Personal liability.  A stockholder is 
 personally liable for corporate debts in the following cases: 

    (1) for all unpaid installments on stock owned by the 
 stockholder or transferred for the purpose of defrauding 
 creditors; 

    (2) for failure by the corporation to comply substantially 
 with the provisions as to organization and publicity; and 

    (3) for personally violating the provisions in the 
 transaction of any corporate business as officer, director, or 
 member and for fraudulent or dishonest conduct in the discharge 
 of any official duty.  

    Subd. 2.    Exceptions.  Except as provided by 
 subdivision 1, no stockholder or member of a corporation or 
 cooperative corporation or association is liable for a debt of 
 the corporation, cooperative corporation, or association.  

    Subd. 3.    Existing liabilities.  Subdivision 2 does 
 not affect a liability existing on April 18, 1931, against 
 stockholders or members of a corporation or cooperative 
 corporation or association, other than banking or trust 
 corporations or associations, or a liability existing on 
 February 15, 1955, against stockholders of a banking or trust 
 corporation or association.  After December 31, 1955, a claim 
 arising under a statute imposing double liability on 
 stockholders or members is barred.  

    HIST: (7465, 7465-1, 7465-2) RL s 2865; 1931 c 210 s 1,2; 1955 
 c 15 s 1,2; 1984 c 628 art 5 s 1; 1986 c 444 

     300.28 Property of stockholders levied on, when. 

    The private property of a stockholder may not be levied on 
 for a liability specified in section 300.27, subdivision 1, 
 unless both the stockholder and the corporation are duly served 
 with process in the action and the issue involving the 
 stockholder's individual liability is raised and determined in 
 the action.  Individual property may never be levied on until 
 all corporate property which can be found has been exhausted.  

    HIST: (7466) RL s 2866; 1984 c 628 art 5 s 1 

     300.29 Procedure of officer levying. 

    The officer holding an execution to be levied on private 
 property must first demand payment of the president, secretary, 
 or other acting officer of the corporation, or one of its last 
 acting officers.  If that person fails to satisfy the execution 
 or point out corporate property upon which it may be levied, the 
 officer holding the execution must endorse on it the fact of the 
 demand and failure to pay and then levy the execution upon 
 individual property of any stockholder impleaded and served.  
 The levy may be made to satisfy the balance due upon an 
 execution after levy upon corporate property, or part payment 
 from corporate funds.  

    HIST: (7467) RL s 2867; 1984 c 628 art 5 s 1 

     300.30 Capital stock. 

    Except as otherwise provided in this chapter, the capital 
 stock of a stock corporation must not be less than $10,000.  It 
 must be divided into shares of not less than $1 nor more than 
 $100 each.  The capital and number of shares may be increased at 
 a regular or specially called meeting of the stockholders.  

    HIST: (7468) RL s 2868; 1984 c 628 art 5 s 1 

     300.31 Capital stock of certain telephone companies. 

    The capital stock of corporations formed for the operation 
 of telephone systems in, or connecting, towns or statutory 
 cities of less than 2,000 inhabitants must not be less than $500.

    HIST: (7469) 1909 c 68 s 1; 1973 c 123 art 5 s 7; 1984 c 628 
 art 5 s 1 

     300.32 Record of stock; reports; dividends. 

    In all stock corporations the directors must cause accurate 
 and complete records to be kept of all corporate proceedings and 
 of all stock subscribed, transferred, canceled, or retired and 
 proper books, accounts, files, and records of all other business 
 transacted.  All books and records must, at all reasonable times 
 and for all proper purposes, be open to the inspection of a 
 stockholder.  Its directors must when required present to the 
 stockholders written reports of its condition and business and 
 declare the dividends of the profits of the business as they 
 consider advisable.  The director may not by declaring dividends 
 reduce the capital while there are outstanding liabilities.  

    HIST: (7470) RL s 2869; 1984 c 628 art 5 s 1 

  300.323 Renumbered 501.47 

     300.33 Corporate stock without nominal or par value; 
  classes of; preferred stock. 

    A corporation of this state, except banks, savings banks, 
 trust companies, savings associations, and insurance companies, 
 may create one or more classes of stock without nominal or par 
 value, with any preferences, voting powers, restrictions, and 
 qualifications consistent with law that are expressed in its 
 certificate of incorporation or amendment to it.  Stock without 
 par value which is preferred as to dividends or as to its 
 distributive share of the assets of the corporation upon 
 dissolution may be made subject to redemption at the times and 
 prices determined in the certificate of incorporation or 
 amendment to it.  In the case of stock without par value which 
 is preferred as to its distributive share of the assets of the 
 corporation upon dissolution, the amount of the preference must 
 be stated in the certificate of incorporation or amendment to it.

    HIST: (7470-1) 1925 c 333 s 1; 1984 c 628 art 5 s 1; 1995 c 
 202 art 1 s 25 

     300.34 Certificates of incorporation; statements as to 
  par value. 

    When the par value of the shares of stock of a corporation 
 is required to be stated in the certificate of incorporation or 
 in an amendment to it or in another place, it must be stated in 
 respect to shares without par value that the shares are without 
 par value.  When the amount of the stock authorized, issued, or 
 outstanding is required to be stated, the number of shares 
 authorized, issued, or outstanding and the fact that the shares 
 are without par value must be stated.  

    HIST: (7470-2) 1925 c 333 s 2; 1984 c 628 art 5 s 1 

     300.35 Stock certificates to show number of shares. 

    A stock certificate issued for shares without nominal or 
 par value must have plainly written or printed upon its face the 
 number of shares which it represents.  No certificate may 
 express the nominal or par value of these shares or express a 
 rate of dividend to which it is entitled in terms of percentage 
 of par or other value. 

    HIST: (7470-3) 1925 c 333 s 3; 1984 c 628 art 5 s 1 

     300.36 Value for determining prescribed minimum or 
  maximum capital. 

    For the limited purpose of determining the minimum or 
 maximum capital prescribed by law for stock corporations, shares 
 without nominal or par value must be valued at $10 per share.  

    HIST: (7470-4) 1925 c 333 s 4; 1935 c 230 s 1; 1984 c 628 art 
 5 s 1 

     300.37 Value of capital stock fixed by directors. 

    For the purpose of a rule of law or statutory provision 
 relating to the amount of capital stock issued and represented 
 by shares of stock without par value, except as otherwise 
 provided in this section, the amount is the amount of money or 
 the actual value of the consideration, as fixed by the directors 
 or otherwise in accordance with law, for which the shares of 
 stock have been issued.  When stock having a par value has been 
 issued with stock without par value for a specified 
 consideration, in determining the amount of the capital stock 
 issued and represented by shares of stock without par value, the 
 par value of the stock having a par value must first be deducted 
 from the amount of the money or actual value of the 
 consideration determined.  The excess, if any, is the amount of 
 capital stock represented by the shares of stock without par 
 value so issued.  

    HIST: (7470-5) 1925 c 333 s 5; 1984 c 628 art 5 s 1 

     300.38 Increase or reduction of value of capital stock. 

    The number of authorized shares of stock without par value 
 may be increased or reduced in the manner and subject to the 
 conditions provided in section 300.45 and acts supplemental to 
 it.  All other statutory provisions relating to stock having a 
 par value apply to stock without par value, so far as they are 
 legally, necessarily, or practically applicable to, and 
 consistent with the provisions of sections 300.33 to 300.43.  

    HIST: (7470-6) 1925 c 333 s 6; 1984 c 628 art 5 s 1 

     300.39 Par value stock changed to nonpar value stock. 

    A corporation may change any of its common or preferred 
 stock having a par value, to an equal, greater, or smaller 
 number of shares of stock having no par value.  In connection 
 with this change, the corporation may fix the amount of capital 
 stock represented by these shares of stock without par value and 
 may reduce its capital stock by any or all of the following 
 methods:  (1) reducing the number of shares of its stock whether 
 the shares have par value or no par value; (2) reducing the par 
 value of shares which have par value; or (3) reducing the amount 
 of capital stock represented by shares with no par value.  

    HIST: (7470-7) 1925 c 333 s 7; 1984 c 628 art 5 s 1 

     300.40 Certificate of incorporation to provide for 
  conversion of shares. 

    A corporation's certificate of incorporation, or an 
 amendment to it, may provide that shares of stock of a class are 
 convertible into shares of stock of another class upon the terms 
 and conditions stated in that document, except that shares of 
 stock without par value must not be convertible into shares of 
 stock having par value.  

    HIST: (7470-8) 1925 c 333 s 8; 1984 c 628 art 5 s 1 

     300.41 Powers of directors to issue stock. 

    Subject to limitations and restrictions set forth in the 
 certificate of incorporation, a corporation may, at a meeting 
 called and held for that purpose, empower its directors to issue 
 shares of its unissued, authorized capital stock without par 
 value and may authorize its directors to fix the amount of money 
 or the actual value of the consideration for which the stock is 
 issued.  The certificate of incorporation, or an amendment to 
 it, of a corporation may empower its directors to issue from 
 time to time shares of stock without par value for the 
 consideration the directors consider advisable, subject to the 
 limitations and restrictions specified.  

    HIST: (7470-9) 1925 c 333 s 9; 1984 c 628 art 5 s 1 

     300.42 Computation of value of stock. 

    For the purpose of determining the amount of stock held or 
 owned by a stockholder, shares without par value must be 
 computed at the value, at the time of issue, of the cash, 
 property, services, or expenses for which they were issued.  
 This computation does not include paid-in surplus.  

    HIST: (7470-10) 1925 c 333 s 10; 1984 c 628 art 5 s 1 

     300.43 Laws applicable. 

    Except as otherwise provided in this chapter, all laws 
 applicable to corporations having shares of stock with par value 
 apply to corporations issuing shares without par or face value.  

    HIST: (7470-11) 1925 c 333 s 11; 1984 c 628 art 5 s 1 

     300.44 Offices within and outside the state. 

    A domestic corporation may establish offices and conduct 
 business in another state or country if an office is always 
 maintained in this state.  A person upon whom legal process may 
 be served must be in charge of that office.  

    HIST: (7471) RL s 2870; 1984 c 628 art 5 s 1 

     300.45 Certificates of incorporation, amendment; 
  exceptions. 

    Except for a nonprofit corporation subject to the Minnesota 
 Nonprofit Corporation Act, the certificate of incorporation of a 
 corporation organized and existing under the laws of this state 
 may be amended to change its name, to increase or decrease its 
 capital stock, to change the number and par value of the shares 
 of its capital stock, to eliminate or limit a director's 
 personal liability, or in respect to another matter which an 
 original certificate of a corporation of the same kind might 
 lawfully have contained.  The change must be accomplished by the 
 adoption of a resolution specifying the proposed amendment at a 
 regular meeting or at a special meeting called for that 
 expressly stated purpose, in either of the following ways: 

    (1) by a majority vote of all its shares, if a stock 
 corporation; or 

    (2) by a majority vote of its members; or, in either case, 

    (3) by a majority vote of its entire board of directors, 
 trustees, or other managers within one year after authorization 
 by specific resolution duly adopted at a meeting of stockholders 
 or members.  The resolution must be included in a certificate 
 duly executed by its president and secretary, or other presiding 
 and recording officers, under its corporate seal, and approved 
 and filed in the manner prescribed for the execution, approval, 
 and filing of a like original certificate.  

    As to a local savings association and corporations 
 organized for the establishing, maintaining, and operating of 
 hospitals not for profit, the resolution to amend may be adopted 
 as provided in this section or by a two-thirds vote of the 
 stockholders or members of the association attending the meeting 
 in person or by proxy.  

    HIST: (7472) RL s 2871; 1913 c 247 s 1; 1917 c 404 s 1; 1923 c 
 405 s 1; 1927 c 293 s 1; 1929 c 275 s 1; 1951 c 550 s 73; 1953 c 
 650 s 23; 1976 c 181 s 2; 1982 c 496 s 10; 1984 c 628 art 5 s 1; 
 1987 c 33 s 3; 1995 c 202 art 1 s 25 

     300.451 Restated certificates of incorporation. 

    Subdivision 1.    Procedure.  An existing corporation 
 organized pursuant to section 300.025 may by action taken in the 
 same manner required for amendment of certificates of 
 incorporation adopt a restated certificate of incorporation 
 consisting of the certificate of incorporation as amended to 
 date.  The restated certificate of incorporation may be adopted 
 in connection with an amendment to the certificate of 
 incorporation.  The restated certificate of incorporation must 
 contain all the statements required by this chapter to be 
 included in the original certificate of incorporation except 
 that:  in lieu of setting forth the names and addresses of the 
 first board of directors, the restated certificate of 
 incorporation must include the names and addresses of the 
 directors at the time of the adoption of the restated 
 certificate of incorporation; and no statement need be made with 
 respect to the names and addresses of the incorporators.  

    Subd. 2.    Effect.  The certificate to be filed to 
 accomplish a restated certificate of incorporation must be 
 entitled "restated certificate of incorporation of (name of 
 corporation)" and must contain a statement that the restated 
 certificate supersedes and takes the place of the existing 
 certificate of incorporation and all amendments to it.  The 
 restated certificate of incorporation when executed, filed and 
 recorded in the manner prescribed for certificate of amendment 
 supersedes and takes the place of an existing certificate of 
 incorporation and amendments to it.  The secretary of state upon 
 request must certify the restated certificate of incorporation.  

    HIST: 1982 c 473 s 28; 1984 c 628 art 5 s 1 

     300.46 Nonprofit corporations; trustees. 

    Except for a corporation that is formed under or accepts or 
 is deemed to accept the Minnesota Nonprofit Corporation Act, a 
 corporation other than those for pecuniary profit incorporated 
 by virtue of a law of this state may increase or decrease the 
 number of its trustees, provide for their election, and provide 
 for the number of trustees of the corporation which constitutes 
 a quorum.  These actions must be taken by resolution of the 
 corporation's board of trustees adopted by a majority vote of 
 the board at any regular or called meeting.  A copy of the 
 resolution, subscribed and sworn to by the president and 
 secretary of the corporation, must be recorded in the office of 
 the county recorder of the county where the corporation is 
 located and in the office of the secretary of state.  

    HIST: (7473) 1917 c 155 s 1; 1951 c 550 s 74; 1976 c 181 s 2; 
 1984 c 628 art 5 s 1 

  300.47 Repealed, 1951 c 550 s 78 

  300.48 Repealed, 1951 c 550 s 78 

     300.49 Filing fees. 

    Subdivision 1.    Paid to secretary of state.  Domestic 
 corporations must pay to the secretary of state the following 
 fees: 

    (1) for articles of incorporation, $100; 

    (2) for filing any instrument required or permitted by 
 sections 300.01 to 300.68, $35; 

    (3)  for a merger, an additional fee of $25. 

    Subd. 2.    Exceptions.  This section does not apply to 
 cooperative associations or corporations organized without 
 capital stock and not for pecuniary profit.  

    HIST: (7475) RL s 2873; 1907 c 329 s 1; 1909 c 202 s 1; 1935 c 
 230 s 2; 1945 c 238 s 1; 1955 c 820 s 22; 1969 c 1148 s 44; 1978 
 c 537 s 1; 1981 c 356 s 341; 1982 c 497 s 72; 1984 c 628 art 5 s 
 1; 1988 c 682 s 5; 1989 c 335 art 1 s 192 

  300.50 Repealed, 1951 c 550 s 78 

     300.51 Certificate of incorporation issued by secretary 
  of state. 

    Whenever a corporation applies for incorporation to the 
 secretary of state and pays the prescribed fee, the secretary of 
 state must execute, record, and issue a certificate.  The 
 certificate must contain the names of the incorporators, the 
 corporation's nature and purpose, the amount of its capital 
 stock, the fact of its compliance with all prescribed statutory 
 provisions, and that it is duly organized and exists as a 
 corporation under the name and of the kind specified, with the 
 powers, rights, and privileges, and subject to the limitations 
 and restrictions pertaining to it.  The certificate is prima 
 facie evidence of the facts stated in it.  

    HIST: (7476) RL s 2874; 1984 c 628 art 5 s 1 

     300.52 Meetings. 

    Subdivision 1.    Prior notice.  The first meeting of a 
 corporation, except as otherwise prescribed in its certificate 
 of incorporation or in the case of a banking corporation as 
 waived in writing by the commissioner of commerce, must be 
 called upon not less than three weeks' prior personal or 
 published notice.  The notice must be signed by one of the 
 incorporators, to the others, and to each subscriber, if any, to 
 its capital stock, specifying the time, place, and purpose of 
 the meeting.  Unless otherwise provided in the certificate of 
 incorporation or corporate bylaws, an annual meeting must be 
 called and held at its principal place of business upon three 
 weeks' published notice, signed by its secretary.  No business 
 transacted at an annual meeting not called and held as required 
 by this subdivision is effective.  The manner of calling and 
 holding all meetings may be prescribed by its bylaws. 

    Subd. 2.    Call by members.  When by reason of the 
 death, absence, or other legal disability of the officers of a 
 corporation there is no person authorized to call or preside at 
 a legal meeting of the corporation, three or more of its 
 stockholders or members may call a meeting by giving to all the 
 others the notice prescribed in subdivision 1.  The notice must 
 designate some person to preside at the meeting until a chair 
 and clerk are chosen, and who will act during the absence of 
 those authorized to act in one or both of those capacities.  Any 
 business may be done at the meeting which could be lawfully 
 transacted at a regular meeting.  

    HIST: (7477, 7478) RL s 2875, 2876; 1984 c 628 art 5 s 1; 1986 
 c 444; 1992 c 587 art 1 s 27 

     300.53 Irregular meetings, how validated. 

    When all the stockholders or members of a corporation are 
 present or duly represented at a meeting, however called or 
 notified, and duly execute a written assent to the meeting on 
 the records of the corporation, the business transacted at the 
 meeting is as valid as if it had been legally called.  

    HIST: (7479) RL s 2877; 1984 c 628 art 5 s 1 

     300.54 Capital stock; how classified and issued. 

    Except as otherwise specially limited or provided, no 
 corporation may issue a share of stock for a less amount to be 
 actually paid in than the par value of those first issued.  A 
 railroad or exclusively manufacturing corporation may issue and 
 dispose of as much special preferred, or full-paid stock as its 
 board of directors considers advisable.  A corporation, whose 
 original or amended certificate of incorporation provides, may 
 issue and dispose of special and preferred and common stock, or 
 special or preferred and common stock.  A corporation, without 
 change of its certificate of incorporation, may issue its 
 capital stock, part special, part preferred, and part common, or 
 part common and part either special or preferred, when its board 
 of directors is so authorized by a majority vote of its 
 stockholders at its annual meeting or at a meeting called for 
 that specifically stated purpose, and may give preference to the 
 special or preferred stock, or to the special and preferred 
 stock.  

    HIST: (7480) RL s 2878; 1984 c 628 art 5 s 1 

     300.55 Stock certificates, to whom issued. 

    When a person pays in full all amounts due a corporation 
 upon a certificate of its stock, and surrenders all receipts, if 
 any, issued for it, that person must be furnished with a 
 certificate, under the corporate seal, stating the number of 
 shares and class of its stock owned by that person, signed by 
 its president or vice-president, and by its secretary, or by the 
 officers the certificate of incorporation or bylaws provides.  
 When a certificate is signed by a transfer agent or registrar, 
 the signature of a corporate officer and the corporate seal upon 
 the certificate may be engraved or printed facsimiles.  The 
 certificate is prima facie evidence of ownership of the stock.  

    HIST: (7481) RL s 2879; 1963 c 299 s 1; 1984 c 628 art 5 s 1; 
 1986 c 444 

  300.56 Repealed, 1965 c 811 art 10 s 336.10-102 

     300.57 Personal representatives, guardians, trustees may 
  vote. 

    Personal representatives, guardians, or trustees must 
 represent the shares of stock in their hands, for all purposes, 
 at all meetings of the corporation.  While acting in good faith, 
 these persons are not personally liable, but the estates and 
 funds in their hands are liable in the same way and to the same 
 extent as the beneficiary or other represented party or interest 
 would be if competent to act and holding the stock in their own 
 names, respectively.  

    HIST: (7483) RL s 2881; 1984 c 628 art 5 s 1; 1986 c 444 

     300.58 Dissolution of corporations; exceptions. 

    A corporation may cause appropriate action to be taken to 
 dissolve the corporation when it determines that it is for the 
 best interests of all concerned that it be dissolved.  This 
 determination must be made by the affirmative vote of a majority 
 of each class of its stock entitled to vote, or of its members, 
 if it is without capital stock.  This section does not apply to 
 banks of discount or deposit, savings banks, or nonprofit 
 corporations subject to the Minnesota Nonprofit Corporation Act. 

    HIST: (7484) RL s 2882; 1951 c 550 s 75; 1953 c 650 s 24; 1984 
 c 628 art 5 s 1 

     300.59 Continuance to close affairs; exceptions. 

    Except for a corporation subject to the Minnesota Nonprofit 
 Corporation Act, a corporation whose existence terminates by 
 limitation, forfeiture, or otherwise continues for three years 
 after the termination date for the sole purpose of prosecuting 
 and defending actions, closing its affairs, disposing of its 
 property, and dividing its capital.  

    HIST: (7485) RL s 2883; 1951 c 550 s 76; 1953 c 650 s 25; 1984 
 c 628 art 5 s 1 

     300.60 Criminal penalties. 

    Subdivision 1.    Acts proscribed.  The following acts 
 are felonies: 

    (1) the diversion of corporate property to other objects 
 than those specified in the recorded and published certificate, 
 where injury to an individual results; 

    (2) the declaring of dividends when the profits are 
 insufficient to pay them or when the funds remaining will not 
 meet the corporate liabilities; or 

    (3) an intentional deception of the public or individuals 
 in relation to its means or liabilities. 

    Subd. 2.    Punishment.  A person guilty of an act 
 specified in subdivision 1 shall be punished by a fine of not 
 more than $10,000 or by imprisonment for not more than three 
 years, or by both.  

    HIST: (7489) RL s 2884; 1979 c 102 s 13; 1984 c 628 art 3 s 
 11; art 5 s 1 

     300.61 False statement a felony. 

    An officer, agent, or employee of a corporation who 
 knowingly and willfully subscribes or makes a false statement, 
 false report, or false entry in or upon the corporation's books, 
 papers, or other documents, or in the corporation's behalf, or 
 knowingly and willfully subscribes or exhibits a false paper, 
 book, or document with intent to deceive a person or officer 
 authorized to examine the financial condition of the 
 corporation, or knowingly and willfully subscribes or makes a 
 false report, is guilty of a felony and shall be punished by 
 imprisonment for not less than one year, nor more than ten years.

    HIST: (7490) RL s 2885; 1979 c 102 s 13; 1984 c 628 art 5 s 1 

     300.62 Existing corporation, how to reorganize. 

    The president and secretary of an existing corporation 
 whose certificate or charter does not conform to the 
 requirements of this chapter may execute a new or amended 
 certificate in compliance with this chapter.  The corporation, 
 upon proceeding in all respects as prescribed in the case of an 
 original certificate of a corporation of the same kind, is 
 entitled to all rights, benefits, and privileges conferred, and 
 is subject to all the requirements imposed, upon like 
 corporations by the provisions of this chapter, except that its 
 rights in respect to property acquired or investments made prior 
 to March 1, 1906, are determined and governed by the laws in 
 force at the date of the acquisition and investment, 
 respectively. 

    HIST: (7491) RL s 2886; 1984 c 628 art 5 s 1 

     300.63 Attorney general to examine. 

    When required by the governor, the attorney general must 
 examine the affairs and condition of a corporation and report in 
 writing, together with a detailed statement of the facts found, 
 to the governor.  The governor must submit the report to the 
 legislature.  The legislature, or either of its branches, may 
 examine the affairs and condition of the corporation.  The 
 attorney general, or either branch of the legislature through a 
 committee appointed by it for that purpose, may administer oaths 
 to and examine the directors and officers of a corporation on 
 oath in relation to its affairs and condition, may examine the 
 vaults, books, papers, and documents belonging to it or 
 pertaining to its affairs and condition, and compel the 
 production of all keys, books, papers, and documents.  

    HIST: (7492) RL s 2887; 1984 c 628 art 5 s 1 

     300.64 Liability of stockholders and directors. 

    Subdivision 1.    Withdrawal of capital and refund to 
 stockholders.  If the capital stock of a manufacturing 
 corporation is withdrawn and refunded to the stockholders before 
 the payment of corporate debts for which it would have been 
 liable, the stockholders are liable to a creditor, to the amount 
 of the sum refunded to each of them, respectively.  If, in an 
 action under this statute, a stockholder is compelled to pay a 
 debt, the stockholder may call upon every stockholder to whom 
 any part of the stock has been refunded to contribute a 
 proportionate share of the sum so paid by the stockholder.  

    Subd. 2.    Payment of dividend by director when 
 corporation is insolvent.  If the directors pay a dividend 
 when the corporation is insolvent, knowing that the corporation 
 is insolvent, or that the dividend would render it so, or when 
 its payment would render it insolvent, those assenting to the 
 payment are jointly and severally liable in an action on the 
 statute for all debts due from the corporation at the time of 
 the dividend.  

    Subd. 3.    Liability of officers and directors for 
 corporate debt.  Every officer who intentionally neglects or 
 refuses to perform a duty imposed by law is liable for all 
 corporate debts contracted during the period of the neglect.  If 
 the corporation violates a provision of law whereby it becomes 
 insolvent, the directors ordering or assenting to the violation 
 are liable in an action under the statute for all debts 
 contracted after the violation.  

    Subd. 4.    Elimination or limitation of liability.  A 
 director's personal liability to the corporation or its 
 stockholders or members for monetary damages for breach of 
 fiduciary duty as a director may be eliminated or limited in the 
 certificate.  The certificate shall not eliminate or limit the 
 liability of a director:  

    (1) for a breach of the director's duty of loyalty to the 
 corporation or its stockholders or members; 

    (2) for acts or omissions not in good faith or that involve 
 intentional misconduct or a knowing violation of law; 

    (3) for acts prohibited under section 300.60; 

    (4) under subdivision 1, 2, or 3; 

    (5) for a transaction from which the director derived an 
 improper personal benefit; or 

    (6) for an act or omission occurring prior to the date when 
 the provision in the certificate eliminating or limiting 
 liability becomes effective. 

    HIST: (7776) RL s 3069; 1984 c 628 art 5 s 1; 1986 c 444; 1987 
 c 33 s 4 

     300.65 Mining corporations; meetings; stock in other 
  companies permitted; penalties. 

    The directors, managing officers, or stockholders of a 
 mining corporation may meet and transact business outside the 
 state, and may establish offices elsewhere; but an office where 
 legal process may be served must always be maintained within the 
 state.  The corporation may acquire and hold stock in another 
 corporation, if a majority in amount of the stockholders agree 
 to the acquisition.  Every officer of the corporation or other 
 person who fraudulently issues, or causes to be issued, any 
 stock, scrip, or evidence of corporate debt, or who sells, 
 offers for sale, pledges as security, or otherwise disposes of 
 stock, scrip, or evidence of debt, knowing it to be fraudulently 
 issued, is guilty of a felony.  

    HIST: (7778) RL s 3071; 1984 c 628 art 5 s 1 

     300.66 Contributions by corporations. 

    Subdivision 1.    Authority.  A corporation organized 
 under the laws of this state or a corporation authorized to do 
 business in this state may contribute to or for the uses 
 enumerated in subdivisions 2 to 4, the sums its board of 
 directors or trustees considers proper.  

    Subd. 2.    Governmental units.  The corporation may 
 contribute to the United States, a state, territory or political 
 subdivision of it or the District of Columbia, or a possession 
 of the United States, for exclusively public purposes.  

    Subd. 3.    Charitable organizations.  The corporation 
 may contribute to a community chest, corporation, organization, 
 trust, fund, association or foundation, organized and operating 
 for religious, charitable, philanthropic, benevolent, 
 scientific, veteran rehabilitation service, literary, artistic, 
 educational, civic or patriotic purposes or for the prevention 
 of cruelty to children or animals.  

    Subd. 4.    Veteran's organizations and lodges.  The 
 corporation may contribute to a fraternal society, order or 
 association, operating under the lodge system if the 
 contributions or gifts are to be used for the purposes specified 
 in subdivision 3, or posts or organizations of war veterans or 
 an auxiliary unit or society of the posts or organizations if no 
 part of their net income inures to the benefit of a private 
 shareholder or individual.  

    HIST: 1949 c 156 s 1; 1984 c 628 art 5 s 1 

     300.67 Declaration of policies. 

    It is declared to be the public policy of the state of 
 Minnesota that contributions made in accordance with the 
 provisions of section 300.66 constitute a valid and proper use 
 of corporate funds, and in the absence of an express provision 
 in its charter to the contrary, the making of contributions or 
 gifts by a corporation is within its powers and inures to the 
 benefit of the corporation.  

    HIST: 1949 c 156 s 2; 1984 c 628 art 5 s 1 

     300.68 Validation of prior gifts. 

    Sections 300.66 and 300.67 do not invalidate contributions 
 or gifts made before March 22, 1949 by a corporation.  All 
 contributions or gifts made by corporations prior to that date 
 are as valid as if made after that date. 

    HIST: 1949 c 156 s 3; 1984 c 628 art 5 s 1