2000 Minnesota Statutes

     317A.447 Action by written ballot. 

    (a) Except as provided in paragraph (e) and unless 
 prohibited or limited by the articles or bylaws, an action that 
 may be taken at a regular or special meeting of members may be 
 taken without a meeting if the corporation mails or delivers a 
 written ballot to every member entitled to vote on the matter.  

    (b) A written ballot must: 

    (1) set forth each proposed action; and 

    (2) provide an opportunity to vote for or against each 
 proposed action. 

    (c) Approval by written ballot under this section is valid 
 only if the number of votes cast by ballot equals or exceeds the 
 quorum required to be present at a meeting authorizing the 
 action, and the number of approvals equals or exceeds the number 
 of votes that would be required to approve the matter at a 
 meeting at which the total number of votes cast was the same as 
 the number of votes cast by ballot.  

    (d) Solicitations for votes by written ballot must: 

    (1) indicate the number of responses needed to meet the 
 quorum requirements; 

    (2) state the percentage of approvals necessary to approve 
 each matter other than election of directors; and 

    (3) specify the time by which a ballot must be received by 
 the corporation in order to be counted.  

    (e) Except as otherwise provided in the articles or bylaws, 
 a written ballot may not be revoked.  

    HIST: 1989 c 304 s 73; 1992 c 503 s 11