2006 Minnesota Statutes

322B.666 GOVERNOR CONFLICTS OF INTEREST.
    Subdivision 1. Conflict and procedure when conflict arises. A contract or other transaction
between a limited liability company and one or more of its governors, or between a limited liability
company and an organization in or of which one or more of its governors are governors, directors,
managers, officers, or legal representatives or have a material financial interest, is not void or
voidable because the governor or governors or the other organizations are parties or because the
governor or governors are present at the meeting of the members or the board of governors or a
committee at which the contract or transaction is authorized, approved, or ratified, if:
(1) the contract or transaction was, and the person asserting the validity of the contract
or transaction sustains the burden of establishing that the contract or transaction was, fair and
reasonable as to the limited liability company at the time it was authorized, approved, or ratified;
(2) the material facts as to the contract or transaction and as to the governor's or governors'
interest are fully disclosed or known to the members, whether or not entitled to vote, and the
contract or transaction is approved in good faith by (i) the owners of two-thirds of the voting
power of the membership interests entitled to vote that are owned by persons other than the
interested governor or governors, or (ii) the unanimous affirmative vote of all members, whether
or not entitled to vote;
(3) the material facts as to the contract or transaction and as to the governor's or governors'
interest are fully disclosed or known to the board of governors or a committee, and the board of
governors or committee authorizes, approves, or ratifies the contract or transaction in good faith
by a majority of the board of governors or committee, but the interested governor or governors are
not counted in determining the presence of a quorum and must not vote; or
(4) the contract or transaction is a distribution described in section 322B.54, subdivision 1,
or a merger or exchange described in section 322B.70, subdivision 1 or 2.
    Subd. 2. Material financial interest. For purposes of this section:
(1) a resolution fixing the compensation of a governor or fixing the compensation of another
governor as a governor, manager, employee, or agent of the limited liability company, is not
void or voidable or considered to be a contract or other transaction between a limited liability
company and one or more of its governors for purposes of this section even though the governor
receiving the compensation fixed by the resolution is present and voting at the meeting of the
board or a committee at which the resolution is authorized, approved, or ratified or even though
other governors voting upon the resolution are also receiving compensation from the limited
liability company; and
(2) a governor has a material financial interest in each organization in which the governor, or
the spouse, parents, children and spouses of children, brothers and sisters and spouses of brothers
and sisters, and the brothers and sisters of the spouse of the governor, or any combination of them
have a material financial interest. For purposes of this section, a contract or other transaction
between a limited liability company and the spouse, parents, children and spouses of children,
brothers and sisters, spouses of brothers and sisters, and the brothers and sisters of the spouse of
a governor, or any combination of them, is considered to be a transaction between the limited
liability company and the governor.
History: 1992 c 517 art 2 s 83; 1996 c 361 s 39; 1999 c 85 art 2 s 77; 2000 c 264 s 11