Skip to main content Skip to office menu Skip to footer
Capital IconMinnesota Legislature

Office of the Revisor of Statutes

48.06 BOARD OF DIRECTORS.
    Subdivision 1. Size. The business of a bank must be managed by a board of at least five
directors, unless a greater number is otherwise required by law. A board of directors of a financial
institution referred to in section 47.12 which has fewer than five members on August 1, 1995,
is not subject to this requirement but may be increased to not more than five members by order
of the commissioner of commerce.
If the number of directors exceeds nine, they may designate, semiannually, by resolution,
nine of their number, a majority of whom constitutes a quorum for the transaction of business.
Every director of a bank shall take and subscribe an oath to faithfully perform the official duties
of a director, and not knowingly violate, or permit to be violated, any provision of law. The taking
of this oath must be duly certified in the minutes of the records of the bank.
    Subd. 2. Classes. In its certificate of incorporation, a corporation may establish classes of its
directors and the terms for each class. No class may be elected for a term of less than one year, or
more than five years, and the term of office of at least one class must expire each year.
    Subd. 3. Vacancies. If the certificate of incorporation or the bylaws so provides, a vacancy in
the board of directors may be filled by the remaining directors. Not more than one-third of the
members of the board may be so filled in any one year except any number may be appointed to
provide for at least five directors until any subsequent meeting of the shareholders.
    Subd. 4. Quorum to do business. Except as otherwise provided in subdivision 1, a majority
of the directors constitutes a quorum for the transaction of business.
    Subd. 5. Action without meeting. Any action which might be taken at a meeting of the
board of directors may be taken without a meeting if done in writing signed by all of the directors.
History: (7670) RL s 2986; 1927 c 260 s 1; 1965 c 171 s 7; 1981 c 220 s 9; 1982 c 473 s 10;
1983 c 250 s 5; 1986 c 444; 2005 c 69 art 1 s 11

Official Publication of the State of Minnesota
Revisor of Statutes