2001 Minnesota Statutes

     302A.171 Organization. 

    Subdivision 1.    Role of incorporators.  If the first 
 board is not named in the articles, the incorporators may elect 
 the first board or may act as directors with all of the powers, 
 rights, duties, and liabilities of directors, until directors 
 are elected or until shares are issued, whichever occurs first.  

    Subd. 2.    Meeting.  After the filing of articles of 
 incorporation, the incorporators or the directors named in the 
 articles shall either hold an organizational meeting at the call 
 of a majority of the incorporators or of the directors named in 
 the articles, or take written action, for the purposes of 
 transacting business and taking actions necessary or appropriate 
 to complete the organization of the corporation, including, 
 without limitation, amending the articles, electing directors, 
 adopting bylaws, electing officers, adopting banking 
 resolutions, authorizing or ratifying the purchase, lease, or 
 other acquisition of suitable space, furniture, furnishings, 
 supplies, and materials, approving a corporate seal, approving 
 forms of certificates for shares of the corporation, adopting a 
 fiscal year for the corporation, accepting subscriptions for and 
 issuing shares of the corporation, and making any appropriate 
 tax elections.  If a meeting is held, the person or persons 
 calling the meeting shall give at least three days' notice of 
 the meeting to each incorporator or director named, stating the 
 date, time, and place of the meeting.  Incorporators and 
 directors may waive notice of an organizational meeting in the 
 same manner that a director may waive notice of meetings of the 
 board pursuant to section 302A.231, subdivision 5. 

    HIST: 1981 c 270 s 24; 1993 c 17 s 16; 1997 c 10 art 1 s 9