2005 Minnesota Statutes

     317A.241 Committees. 

    Subdivision 1.    Generally.  A resolution approved by 
 the affirmative vote of a majority of the board may establish 
 committees having the authority of the board in the management 
 of the business of the corporation to the extent provided in the 
 resolution.  Committees are subject at all times to the 
 direction and control of the board. 

    Subd. 2.    Membership.  Committee members must be 
 natural persons.  Unless the articles or bylaws provide 
 otherwise, a committee must consist of one or more persons, who 
 need not be directors, appointed by the board.  

    Subd. 3.    Procedure.  Sections 317A.231 to 317A.239 
 apply to committees and members of committees to the same extent 
 as those sections apply to the board. 

    Subd. 4.    Minutes.  Minutes, if any, of committee 
 meetings must be made available upon request to members of the 
 committee and to a director.  

    Subd. 5.    Standard of conduct.  The establishment of, 
 delegation of authority to, and action by a committee does not 
 alone constitute compliance by a director with the standard of 
 conduct set forth in section 317A.251.  

    Subd. 6.    Committee members considered directors.  
 Committee members are considered to be directors for purposes of 
 sections 317A.251, 317A.255, and 317A.521.  

    HIST: 1989 c 304 s 43