2004 Minnesota Statutes

     300.45 Certificates of incorporation, amendment; 
  exceptions. 

    Except for a nonprofit corporation subject to the Minnesota 
 Nonprofit Corporation Act, the certificate of incorporation of a 
 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 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, if a stock 
 corporation; or 

    (2) by a majority vote of its members; or, in either case, 

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

    As to a local savings association and corporations 
 organized for the establishing, maintaining, and operating of 
 hospitals not for profit, the resolution to amend may be adopted 
 as provided in this section or by a two-thirds vote of the 
 stockholders or members of the association attending the meeting 
 in person or by proxy.  

    HIST: (7472) RL s 2871; 1913 c 247 s 1; 1917 c 404 s 1; 1923 c 
 405 s 1; 1927 c 293 s 1; 1929 c 275 s 1; 1951 c 550 s 73; 1953 c 
 650 s 23; 1976 c 181 s 2; 1982 c 496 s 10; 1984 c 628 art 5 s 1; 
 1987 c 33 s 3; 1995 c 202 art 1 s 25