2007 Minnesota Statutes

308B.425 BOARD OF DIRECTORS' MEETINGS.
    Subdivision 1. Time and place. Meetings of the board may be held from time to time as
provided in the articles or bylaws at any place within or without the state that the board may select
or by any means described in subdivision 2. If the board fails to select a place for a meeting, the
meeting must be held at the principal executive office, unless the articles or bylaws provide
otherwise.
    Subd. 2. Electronic communications. (a) A conference among directors by any means of
communication through which the directors may simultaneously hear each other during the
conference constitutes a board meeting, if the same notice is given of the conference as would
be required by subdivision 3 for a meeting, and if the number of directors participating in the
conference would be sufficient to constitute a quorum at a meeting. Participation in a meeting
by that means constitutes presence in person at the meeting.
(b) A director may participate in a board meeting not described in paragraph (a) by any
means of communication through which the director, other directors so participating, and all
directors physically present at the meeting may simultaneously hear each other during the
meeting. Participation in a meeting by that means constitutes presence in person at the meeting.
    Subd. 3. Calling meetings and notice. Unless the articles or bylaws provide for a different
time period, a director may call a board meeting by giving at least ten days' notice or, in the
case of organizational meetings, at least three days' notice to all directors of the date, time, and
place of the meeting. The notice need not state the purpose of the meeting unless this chapter,
the articles, or the bylaws require it.
    Subd. 4. Previously scheduled meetings. If the day or date, time, and place of a board
meeting have been provided in the articles or bylaws, or announced at a previous meeting of the
board, no notice is required. Notice of an adjourned meeting need not be given other than by
announcement at the meeting at which adjournment is taken.
    Subd. 5. Waiver of notice. A director may waive notice of a meeting of the board. A waiver
of notice by a director entitled to notice is effective whether given before, at, or after the meeting,
and whether given in writing, orally, or by attendance. Attendance by a director at a meeting is a
waiver of notice of that meeting, except where the director objects at the beginning of the meeting
to the transaction of business because the meeting is not lawfully called or convened and does not
participate in the meeting after the objection.
    Subd. 6. Absent directors. If the articles or bylaws so provide, a director may give advance
written consent or opposition to a proposal to be acted on at a board meeting. If the director is
not present at the meeting, consent or opposition to a proposal does not constitute presence for
purposes of determining the existence of a quorum, but consent or opposition must be counted
as the vote of a director present at the meeting in favor of or against the proposal and must be
entered in the minutes or other record of action at the meeting, if the proposal acted on at the
meeting is substantially the same or has substantially the same effect as the proposal to which the
director has consented or objected.
History: 2003 c 105 art 1 s 27