302A.231 BOARD MEETINGS.
Subdivision 1. Time; place.
Meetings of the board may be held from time to time as
provided in the articles or bylaws at any place within or without the state that the board may select
or by any means described in subdivision 2. If the board fails to select a place for a meeting, the
meeting shall be held at the principal executive office, unless the articles or bylaws provide
otherwise. 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 with each other during 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 the 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 for a different
time period, a director may call a board meeting by giving at least ten days' notice or, in the case
of organizational meetings pursuant to section
302A.171, subdivision 2
, at least three 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) Any notice to a director given under any provision of this chapter, the articles, or the
bylaws by a form of electronic communication consented to by the director to whom the notice is
given is effective when given. The notice is deemed given if by:
(1) facsimile communication, when directed to a telephone number at which the director has
consented to receive notice;
(2) electronic mail, when directed to an electronic mail address at which the director has
consented to receive notice; and
(3) any other form of electronic communication by which the director has consented to
receive notice, when directed to the director.
(c) Consent by a director to notice given by electronic communication may be given in
writing or by authenticated electronic communication. Any consent so given may be relied upon
until revoked by the director, provided that no revocation affects the validity of any notice given
before receipt of revocation of the consent.
Subd. 5.MS 2000 [Renumbered subd 6]
Subd. 5. Previously scheduled meetings.
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, no notice is required. Notice of an adjourned meeting need not be given other than by
announcement at the meeting at which adjournment is taken.
Subd. 6. 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, by authenticated electronic communication, or by
attendance. Attendance by a director at a meeting is a waiver of notice of that meeting, except
where 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 thereafter in the meeting.
History: 1981 c 270 s 37; 1993 c 17 s 17; 2002 c 311 art 1 s 12; 2004 c 199 art 14 s 10,11