2004 Minnesota Statutes

     300.20 Board of directors. 

    Subdivision 1.    Election.  The business of savings 
 banks must be managed by a board of at least seven directors, 
 all residents of this state, each of whom, before being 
 authorized to act, must file a written acceptance of the 
 position.  The business of other corporations must be managed by 
 a board of at least five directors, unless a greater number is 
 otherwise required by law, elected by ballot by the stockholders 
 or members.  A board of directors of a financial institution 
 referred to in section 47.12 which has less than five members on 
 August 1, 1995, is not subject to this requirement but may be 
 increased to not more than five members by order of the 
 commissioner of commerce. 

    Subd. 2.    Vacancies.  If the certificate of 
 incorporation or the bylaws so provides, a vacancy in the board 
 of directors may be filled by the remaining directors.  Not more 
 than one-third of the members of the board may be so filled in 
 any one year except any number may be appointed to provide for 
 at least five directors until any subsequent meeting of the 
 stockholders.  

    Subd. 3.    Quorum to do business.  A majority of the 
 directors constitutes a quorum for the transaction of business.  

    Subd. 4.    Action without meeting.  Any action which 
 might be taken at a meeting of the board of directors, trustees, 
 or managers may be taken without a meeting if done in writing 
 signed by all of the directors, trustees, or managers.  

    HIST: (7458) RL s 2858; 1919 c 311 s 1; 1941 c 148; 1977 c 272 
 s 15; 1983 c 250 s 31; 1984 c 628 art 5 s 1; 1993 c 257 s 45; 
 1995 c 171 s 68; 1995 c 202 art 2 s 27; 1997 c 157 s 57