2006 Minnesota Statutes

302A.021 APPLICATION AND ELECTION.
    Subdivision 1. Election by chapter 300 corporations. A corporation incorporated under
chapter 300 that has not subsequently become governed by chapter 301 and that was incorporated
for a purpose or purposes for which a corporation may be incorporated under this chapter may
elect to become governed by this chapter.
    Subd. 2. Election by business and professional corporations. A corporation incorporated
under sections 301.01 to 301.67 may elect, on or after July 1, 1981 and before January 1, 1984, to
become governed by this chapter. A corporation incorporated under sections 301.01 to 301.67 and
319A.01 to 319A.22 may elect, on or after July 1, 1981 and before January 1, 1984, to become
governed by this chapter and sections 319A.01 to 319A.22.
    Subd. 3. Conforming articles of electing corporations. If the articles of an electing
corporation include a provision prohibited by this chapter or omit a provision required by this
chapter or are otherwise inconsistent with this chapter, the electing corporation shall amend
its articles to conform to the requirements of this chapter. The appropriate provisions of the
corporation's articles or bylaws or the law by which it was governed before the effective date of
the election made pursuant to this section control the manner of adoption of the amendment.
    Subd. 4. Method of election. An election by a corporation to become governed by this
chapter shall be made by resolution approved by the affirmative vote of the holders of the same
proportion or number of the voting power of the shares entitled to vote that is required for
amendment of the articles of the corporation prior to the election. The resolution, and articles of
amendment if required, shall be filed with the secretary of state and is effective upon filing. If no
amendment of the articles is required, the resolution shall state that the articles of the corporation
conform to the requirements of this chapter.
    Subd. 5. Effect of election upon bylaws. Upon filing an election pursuant to subdivision 4,
all provisions of the bylaws that are consistent with this chapter remain or become effective and
all provisions of the bylaws that are inconsistent with this chapter cease to be effective.
    Subd. 6. Choice of incorporation until January 1, 1984. From July 1, 1981 to December
31, 1983, inclusive, a corporation incorporated for a purpose or purposes for which a corporation
may be incorporated under this chapter may be incorporated either under this chapter or under
sections 301.01 to 301.67, or, if applicable, sections 301.01 to 301.67 and 319A.01 to 319A.22.
    Subd. 7. Nonelecting business corporations subject to law as of January 1, 1984. A
corporation in existence on January 1, 1984 and incorporated under another statute of this state
for a purpose or purposes for which a corporation may be incorporated under this chapter or, if
applicable, this chapter and chapter 319A, other than a corporation incorporated under chapter 300
that has not subsequently become governed by chapter 301, that has not elected before January
1, 1984 to become subject to this chapter, becomes governed by this chapter or, if applicable,
this chapter and chapter 319A, on January 1, 1984 as fully as though the corporation had been
incorporated under this chapter or, if applicable, this chapter and chapter 319A. All provisions
of the articles and bylaws of the corporation that may be included in the articles or bylaws
under this chapter remain in effect. All provisions of the articles and bylaws of the corporation
that are inconsistent with this chapter cease to be effective on January 1, 1984. Any provisions
required by this chapter to be contained in the articles that do not appear in the articles are read
into them as a matter of law.
    Subd. 7a. Chapter 300 corporation subject to law as of August 1, 2006. A corporation
incorporated under chapter 300 in existence on August 1, 2006, becomes governed by this chapter
on August 1, 2006, as fully as though the corporation had been incorporated under this chapter,
except as specifically otherwise provided by law.
    Subd. 8. Retention of two-thirds majority. (a) If the articles of a corporation described
in subdivision 1 or 2 and electing to become governed by this chapter or, if applicable, this
chapter and chapter 319A, or described in subdivision 7, do not contain a provision specifying
the proportion of the voting power of the shares required for approval of amendments to the
articles, plans of merger or exchange, or sales of assets, a shareholder or shareholders holding
more than one-third of the voting power of all the shares entitled to vote for any or all of the
above mentioned actions may, by signed written demand filed with the secretary of state, amend
the articles of the corporation to include a provision requiring the approval of the holders of
two-thirds of the voting power of the shares entitled to vote for any or all of the above mentioned
actions for which no required majority was specified, notwithstanding any provisions of section
302A.135, 302A.613 or 302A.661 to the contrary. Notice that the demand has been filed shall
be given by the shareholder to an officer of the corporation, but failure to give the notice does
not invalidate the demand.
(b) A shareholder or shareholders holding more than one-third of the voting power of
the shares entitled to vote for dissolution of a corporation described in subdivision 1 or 2 and
electing to become governed by this chapter or, if applicable, this chapter and chapter 319A, or
described in subdivision 7, may, by signed written demand filed with the secretary of state,
amend the articles of the corporation to include a provision requiring the approval of the holders
of two-thirds of the voting power of the shares for the authorization of the dissolution of the
corporation, notwithstanding the provisions of section 302A.721. Notice that the demand has
been filed shall be given by the shareholder to an officer of the corporation, but failure to give the
notice does not invalidate the demand.
(c) A signed written demand by the shareholders of a corporation pursuant to paragraph (a)
or (b) is valid only if filed with the secretary of state before January 1, 1984 or, in the case of a
corporation described in subdivision 7, before April 1, 1984.
    Subd. 9. Incorporation after January 1, 1984. Effective January 1, 1984, a corporation
incorporated for a purpose or purposes for which a corporation may be incorporated under this
chapter shall be incorporated only under this chapter.
    Subd. 10. Laws not to apply. Sections 222.19 and 222.23, and chapters 301, 316, and 556
do not apply to a corporation incorporated under or governed by this chapter.
History: 1981 c 270 s 2; 1982 c 497 s 10-13; 2005 c 69 art 1 s 17,18