2006 Minnesota Statutes

302A.181 BYLAWS.
    Subdivision 1. Generally. A corporation may, but need not, have bylaws. Bylaws may
contain any provision relating to the management of the business or the regulation of the affairs
of the corporation not inconsistent with section 302A.201 or any other provision of law or the
articles.
    Subd. 2. Power of board. Initial bylaws may be adopted pursuant to section 302A.171 by
the incorporators or by the first board. Unless reserved by the articles to the shareholders, 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 shareholders, exercisable in the manner provided in subdivision 3, to
adopt, amend, or repeal bylaws adopted, amended, or repealed by the board. After the adoption
of the initial bylaws, the board shall not adopt, amend, or repeal a bylaw fixing a quorum for
meetings of shareholders, 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.
    Subd. 3. Power of shareholders; procedure. If a shareholder or shareholders holding three
percent or more of the voting power of the shares entitled to vote propose a resolution for action
by the shareholders to adopt, amend, or repeal bylaws adopted, amended, or repealed by the board
and the resolution sets forth the provision or 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 302A.135, subdivisions 2 to 4, for amendment of the articles.
History: 1981 c 270 s 25; 1982 c 497 s 22; 1999 c 85 art 1 s 4; 2000 c 264 s 2