Subdivision 1. Generally.
A corporation may, but need not, have bylaws. Bylaws may
contain any provision relating to the management or regulation of the affairs of the corporation
consistent with law or the articles, including but not limited to:
(1) the number of directors, and the qualifications, manner of election, powers, duties, and
compensation, if any, of directors;
(2) the qualifications of members;
(3) different classes of membership;
(4) the manner of admission, withdrawal, suspension, and expulsion of members;
(5) property, voting, and other rights and privileges of members;
(6) the appointment and authority of committees;
(7) the appointment or election, duties, compensation, and tenure of officers;
(8) the time, place, and manner of calling, conducting, and giving notice of member, board,
and committee meetings, or of conducting mail ballots;
(9) the making of reports and financial statements to members; or
(10) the number establishing a quorum for meetings of members and the board.
Subd. 2. Adoption; amendments.
(a) Initial bylaws may be adopted under section
by the incorporators or by the first board. Unless reserved by the articles to the members, the
power to adopt, amend, or repeal the bylaws is vested in the board. The power of the board is
subject to the power of the members with voting rights under paragraph (b) to adopt, amend, or
repeal bylaws adopted, amended, or repealed by the board. After the adoption of the initial bylaws
and if there are members with voting rights, the board may not adopt, amend, or repeal a bylaw
fixing a quorum for meetings of members, prescribing procedures for removing directors or filling
vacancies in the board, or fixing the number of directors or their classifications, qualifications, or
terms of office, but may adopt or amend a bylaw to increase the number of directors. A bylaw
amendment to increase or decrease the vote required for a member action must be approved
by the members.
(b) Unless the articles or bylaws provide otherwise, at least 50 members with voting rights or
ten percent of the members with voting rights, whichever is less, may propose a resolution for
action by the members to adopt, amend, or repeal bylaws adopted, amended, or repealed by the
board. The resolution must contain the provisions proposed for adoption, amendment, or repeal.
The limitations and procedures for submitting, considering, and adopting the resolution are the
same as provided in section
, for amendment of the articles, except that board approval
is not required. The articles or bylaws may impose different or additional requirements for the
members to adopt, amend, or repeal the bylaws.
History: 1989 c 304 s 26; 1990 c 488 s 13