2000 Minnesota Statutes

     317A.231 Board meetings. 

    Subdivision 1.    Time; place.  Meetings of the board 
 may be held as provided in the articles or bylaws in or out of 
 this state.  Unless the articles or bylaws provide otherwise, a 
 meeting of the board must be held at least once per year.  If 
 the articles or bylaws or the board fail to select a place for a 
 meeting, the meeting must be held at the registered office. 

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

    (b) A director may participate in a board meeting by any 
 means of communication through which the director, other 
 directors participating, and all directors physically present at 
 the meeting may simultaneously hear each other during the 
 meeting.  Participation in a meeting by this means is personal 
 presence at the meeting.  

    Subd. 3.    Calling meetings; notice.  (a) Unless the 
 articles or bylaws provide otherwise, a director may call a 
 board meeting by giving five days' notice to all directors of 
 the date, time, and place of the meeting.  The notice need not 
 state the purpose of the meeting unless the articles or bylaws 
 require it.  

    (b) If the day or date, time, and place of a board meeting 
 have been provided in the articles or bylaws, or announced at a 
 previous meeting of the board, notice is not required.  Notice 
 of an adjourned meeting need not be given other than by 
 announcement at the meeting at which adjournment is taken.  

    Subd. 4.    Waiver of notice.  A director may waive 
 notice of a meeting of the board.  A waiver of notice by a 
 director entitled to notice is effective whether given before, 
 at, or after the meeting, and whether given in writing, orally, 
 or by attendance.  Attendance by a director at a meeting is a 
 waiver of notice of that meeting, unless the director objects at 
 the beginning of the meeting to the transaction of business 
 because the meeting is not lawfully called or convened and does 
 not participate in the meeting.  

    HIST: 1989 c 304 s 39