1999 Minnesota Statutes

     322B.643 Board of governors meetings. 

    Subdivision 1.    Time and place.  Meetings of the board 
 of governors may be held from time to time as provided in the 
 articles of organization, a member control agreement, or bylaws 
 at any place within or without the state that the board of 
 governors may select or by any means described in subdivision 
 2.  If the board of governors fails to select a place for a 
 meeting, the meeting must be held at the principal executive 
 office, unless the articles, a member control agreement, or 
 bylaws provide otherwise. 

    Subd. 2.    Electronic communications.  (a) A conference 
 among governors by any means of communication through which the 
 governors may simultaneously hear each other during the 
 conference constitutes a board of governors 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 governors 
 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 governor may participate in a board of governors 
 meeting not described in paragraph (a) by any means of 
 communication through which the governor, other governors so 
 participating, and all governors 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 of organization, a member control agreement, or bylaws 
 provide for a different time period, a governor may call a board 
 meeting by giving at least ten days' notice or, in the case of 
 organizational meetings under section 322B.60, subdivision 2, at 
 least three days' notice to all governors of the date, time, and 
 place of the meeting.  The notice need not state the purpose of 
 the meeting unless the articles, a member control agreement, or 
 bylaws require it.  

    Subd. 4.    Previously scheduled meetings.  If the day 
 or date, time, and place of a board of governors meeting have 
 been provided in the articles, a member control agreement, or 
 bylaws, or announced at a previous meeting of the board of 
 governors, 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 governor may waive 
 notice of a meeting of the board of governors.  A waiver of 
 notice by a governor 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 governor at 
 a meeting is a waiver of notice of that meeting, except where 
 the governor 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.  

    HIST: 1992 c 517 art 2 s 76; 1996 c 361 s 36; 1999 c 85 art 2 s 
 68-70,96