2004 Minnesota Statutes

     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