2005 Minnesota Statutes

     47.171 Certificates of incorporation, amendment; 
  exceptions. 

    The certificate of incorporation of a financial corporation 
 organized and existing under the laws of this state may be 
 amended to change its name; to increase or decrease its capital 
 stock; to change the number and, subject to section 48.02, the 
 par value of the shares of its capital stock; to eliminate or 
 limit a director's personal liability; or in respect to another 
 matter which an original certificate of a corporation of the 
 same kind might lawfully have contained.  The change must be 
 accomplished by the adoption of a resolution specifying the 
 proposed amendment at a regular meeting or at a special meeting 
 called for that expressly stated purpose, in either of the 
 following ways: 

    (1) by a majority vote of all its shares; or 

    (2) by a majority vote of its entire board of directors 
 within one year after authorization by specific resolution duly 
 adopted at a meeting of shareholders.  The resolution must be 
 included in a certificate duly executed by its president and 
 secretary, or other presiding and recording officers, and 
 approved and filed in the manner prescribed for the execution, 
 approval, and filing of a like original certificate.  

    HIST: 2005 c 69 art 1 s 5 

*   NOTE:  This section, as added by Laws 2005, chapter 69, 
*article 1, section 5, is effective August 1, 2006.  Laws 2005, 
*chapter 69, article 4, section 2.