2002 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.  The 
 board of directors may determine under subdivision 2 that a 
 meeting of the board of directors shall be held solely by means 
 of remote communication. 

    Subd. 2.  MS 2000 Paragraph (b) renumbered subd 3 

    Subd. 2.    Meetings solely by means of remote 
 communication.  Any meeting among directors may be conducted 
 solely by one or more means of remote communication through 
 which all of the directors may participate in the meeting, if 
 the same notice is given of the meeting required by subdivision 
 4, and if the number of directors participating in the meeting 
 is sufficient to constitute a quorum at a meeting.  
 Participation in a meeting by that means constitutes presence at 
 the meeting. 

    Subd. 3. MS 2000 Renumbered subd 4 

    Subd. 3.    Participation in meetings by means of remote 
 communication.  A director may participate in a board meeting 
 by means of conference telephone or, if authorized by the board, 
 by such other means of remote communication, in each case 
 through which that director, other directors so participating, 
 and all directors physically present at the meeting may 
 participate with each other during the meeting.  Participation 
 in a meeting by that means constitutes presence at the meeting.  

    Subd. 4.  MS 2000 Renumbered subd 5 

    Subd. 4.    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. 5.    Waiver of notice.  A director may waive 
 notice of a meeting of the board.  A waiver of notice by a 
 director entitled to notice is effective whether given before, 
 at, or after the meeting, and whether given in writing, orally, 
 or by attendance.  Attendance by a director at a meeting is a 
 waiver of notice of that meeting, 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; 2002 c 311 art 3 s 5