Subdivision 1. Board to manage.
The business and affairs of a corporation shall be
managed by or under the direction of a board, subject to the provisions of subdivision 2 and
. The members of the first board may be named in the articles or elected by the
incorporators pursuant to section
or by the shareholders.
Subd. 2. Shareholder management.
The holders of the shares entitled to vote for directors
of the corporation may, by unanimous affirmative vote, take any action that this chapter requires
or permits the board to take. As to an action taken by the shareholders in that manner:
(a) the directors have no duties, liabilities, or responsibilities as directors under this chapter
with respect to or arising from the action;
(b) the shareholders collectively and individually have all of the duties, liabilities, and
responsibilities of directors under this chapter with respect to and arising from the action;
(c) if the action relates to a matter required or permitted by this chapter or by any other
law to be approved or adopted by the board, either with or without approval or adoption by the
shareholders, the action is deemed to have been approved or adopted by the board; and
(d) a requirement that an instrument filed with a governmental agency contain a statement
that the action has been approved and adopted by the board is satisfied by a statement that the
shareholders have taken the action under this subdivision.
History: 1981 c 270 s 26; 1982 c 497 s 23; 1987 c 104 s 16