2006 Minnesota Statutes

51A.13 DIRECTORS OF MUTUAL ASSOCIATIONS.
    Subdivision 1. Mutual associations under direction of board of directors. The business of
the association shall be directed by a board of directors of not less than five nor more than 15 as
determined by, and elected by ballot from among, the members by a plurality of the votes of the
members present. If authorized by vote of the members the directors may elect all directors. At all
times at least two-thirds of the directors shall be bona fide residents of this state.
    Subd. 2. Qualifications required of directors of mutual associations. Except with the
written consent of the commissioner, no member shall be eligible for election or shall serve
as a director or officer of an association who has been adjudicated a bankrupt or convicted of
a criminal offense involving dishonesty or a breach of trust. A director shall automatically
cease to be a director on ceasing to be a member, on being adjudicated a bankrupt, or on being
convicted of a criminal offense as herein provided, but no action of the board of directors shall be
invalidated through the participation of the director in the action. However, if a director becomes
ineligible under the terms of this subdivision by reason of the exercise by the association of the
right of redemption of savings accounts provided for in section 51A.34, the director shall remain
validly in office until the expiration of the term of office or until the director otherwise becomes
ineligible, resigns, or is removed, whichever may occur first.
    Subd. 2a.[Repealed by amendment, 1988 c 666 s 19]
    Subd. 3. Classification of directors of mutual associations. At the first annual meeting, the
members shall by majority vote divide the directors into three classes of as nearly equal numbers
as possible. The term of office of directors of the first class shall expire at the annual meeting next
after the first election; of the second class, one year thereafter; and of the third class, two years
thereafter; and at each annual election thereafter directors shall be chosen for a full term of three
years to succeed those whose terms expire.
    Subd. 4. Number of directors of mutual associations changed only by members. The
authorized number of directors determined by the members within the limits hereinabove
specified may subsequently be increased or decreased only by vote of the members.
    Subd. 5. How vacancy on board of directors of mutual associations caused by increase
in number of directors is to be filled. If the members fail to elect a director to fill each vacancy
created by any increase, the directors may fill the vacancy by electing a director to serve until the
next annual meeting of the members, at which time a director shall be elected to fill the vacancy
for the unexpired term for the class of director in which the vacancy exists.
    Subd. 6. Classification of new directors of mutual associations elected to fill vacancies.
Whenever under the provisions hereof the number of directors is changed and vacancies caused by
the change are filled, the directors so elected shall be classified in accordance with the provisions
hereof, so that each of the three classes shall always contain numbers as nearly equal as possible.
    Subd. 7. When vacancy on board of directors of mutual associations may be filled by
directors. Any vacancy among directors, not so filled by the members, may be filled by a majority
vote of the remaining directors, though less than a quorum, by electing a director to serve until the
next annual meeting of the members, at which time a director shall be elected to fill the vacancy
for the unexpired term for the class of director in which the vacancy exists. In event of a vacancy
on the board of directors from any cause, the remaining directors shall have full power and
authority to continue direction of the association until the vacancy is filled.
History: 1969 c 490 s 13; 1981 c 276 s 17; 1983 c 250 s 14,15; 1986 c 444; 1988 c 666
s 19; 1996 c 414 art 1 s 44; 1997 c 157 s 67; 1998 c 260 s 1