as introduced - 80th Legislature (1997 - 1998) Posted on 12/15/2009 12:00am
1.1 A bill for an act 1.2 relating to business organizations; making technical 1.3 changes applicable to business corporations and 1.4 limited liability companies; permitting mergers of 1.5 domestic corporations and limited liability companies; 1.6 regulating filings with the secretary of state; 1.7 amending Minnesota Statutes 1996, sections 302A.011, 1.8 subdivisions 11, 30, 38, 39, 50, 53, and by adding 1.9 subdivisions; 302A.111, subdivision 4; 302A.115, 1.10 subdivision 1; 302A.171, subdivision 2; 302A.223, 1.11 subdivision 5; 302A.401, subdivision 3; 302A.402, 1.12 subdivision 3; 302A.405, subdivision 1; 302A.409, 1.13 subdivision 4; 302A.413, by adding a subdivision; 1.14 302A.417, subdivision 7; 302A.423, subdivision 2; 1.15 302A.429, subdivision 2; 302A.437, subdivision 2; 1.16 302A.445, subdivision 1; 302A.449, subdivision 1; 1.17 302A.457, subdivision 2; 302A.461, subdivision 1; 1.18 302A.471, subdivision 3; 302A.473, subdivision 3; 1.19 302A.521, subdivisions 4 and 9; 302A.601, subdivision 1.20 4; 302A.611; 302A.613, subdivisions 1 and 2; 302A.615; 1.21 302A.621, subdivision 6; 302A.631; 302A.641, 1.22 subdivision 2; 302A.651; 302A.671, subdivision 3; 1.23 302A.673, subdivision 3; 302A.675; 308A.005, by adding 1.24 subdivisions; 317A.011, subdivisions 8 and 19; 1.25 322A.01; 322B.03, subdivisions 18 and 45; 322B.115, 1.26 subdivision 4; 322B.12, subdivision 1; 322B.33, by 1.27 adding a subdivision; 322B.346, subdivision 2; 1.28 322B.356, subdivision 1; 322B.363, subdivision 1; 1.29 322B.383, by adding a subdivision; 322B.386, 1.30 subdivision 3; 322B.699, subdivision 9; 322B.70, 1.31 subdivisions 1 and 2; 322B.72, subdivisions 2 and 3; 1.32 322B.74, subdivisions 1 and 2; 323.02, by adding 1.33 subdivisions; and 333.001, subdivision 5, and by 1.34 adding subdivisions; repealing Minnesota Statutes 1.35 1996, section 302A.011, subdivision 33. 1.36 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 1.37 ARTICLE 1 1.38 Section 1. Minnesota Statutes 1996, section 302A.011, 1.39 subdivision 11, is amended to read: 1.40 Subd. 11. [FILED WITH THE SECRETARY OF STATE.] "Filed with 2.1 the secretary of state" means thatan original ofa document 2.2 meeting the applicable requirements of this chapter, signed and 2.3 accompanied by a filing fee of $35, has been delivered to the 2.4 secretary of state of this state. The secretary of state shall 2.5 endorse on theoriginaldocument the word "Filed" and the month, 2.6 day, and year, and timeof filing, record the document in the 2.7 office of the secretary of state, and returnthea document to 2.8 the person who delivered it for filing. 2.9 Sec. 2. Minnesota Statutes 1996, section 302A.011, 2.10 subdivision 30, is amended to read: 2.11 Subd. 30. [SIGNED.] (a) "Signed" means that the signature 2.12 of a person has been written on a document, as provided in 2.13 section 645.44, subdivision 14, and, with respect to a document 2.14 required by this chapter to be filed with the secretary of 2.15 state, means that the document has been signed by a person 2.16 authorized to do so by this chapter, the articles or bylaws, or 2.17 a resolution approved by theaffirmative vote of the required2.18proportion or number of thedirectors as required by section 2.19 302A.237 or theholders of the required proportion or number of2.20the voting power of the shares present and entitled to2.21voteshareholders as required by section 302A.437. 2.22 (b) A signature on a documentnot required by this chapter2.23to be filed with the secretary of statemay be a facsimile 2.24 affixed, engraved, printed, placed, stamped with indelible ink, 2.25 transmitted by facsimile or electronically, or in any other 2.26 manner reproduced on the document. 2.27 Sec. 3. Minnesota Statutes 1996, section 302A.011, 2.28 subdivision 38, is amended to read: 2.29 Subd. 38. [CONTROL SHARE ACQUISITION.] "Control share 2.30 acquisition" means an acquisition, directly or indirectly, by an 2.31 acquiring person of beneficial ownership of shares of an issuing 2.32 public corporation that, except for section 302A.671, would, 2.33 when added to all other shares of the issuing public corporation 2.34 beneficially owned by the acquiring person, entitle the 2.35 acquiring person, immediately after the acquisition, to exercise 2.36 or direct the exercise of a new range of voting power within any 3.1 of the ranges specified in section 302A.671, subdivision 2, 3.2 paragraph (d), but does not include any of the following: 3.3 (a) an acquisition before, or pursuant to an agreement 3.4 entered into before, August 1, 1984; 3.5 (b) an acquisition by a donee pursuant to an inter vivos 3.6 gift not made to avoid section 302A.671 or by a distributee as 3.7 defined in section 524.1-201, clause (10); 3.8 (c) an acquisition pursuant to a security agreement not 3.9 created to avoid section 302A.671; 3.10 (d) an acquisition under sections 302A.601 to 302A.661, if 3.11 the issuing public corporation is a party to the transaction; 3.12 (e) an acquisition from the issuing public corporation; 3.13 (f) an acquisition for the benefit of others by a person 3.14 acting in good faith and not made to avoid section 302A.671, to 3.15 the extent that the person may not exercise or direct the 3.16 exercise of the voting power or disposition of the shares except 3.17 upon the instruction of others; 3.18 (g) an acquisition pursuant to a savings, employee stock 3.19 ownership, or other employee benefit plan of the issuing public 3.20 corporation or any of its subsidiaries, or by a fiduciary of the 3.21 plan acting in a fiduciary capacity pursuant to the plan; or 3.22 (h) an acquisition subsequent to January 1, 1991, pursuant 3.23 to an offer to purchase for cash pursuant to a tender offer all 3.24 shares of the voting stock of the issuing public corporation: 3.25 (i) which has been approved by a majority vote of the 3.26 members of a committee comprised of the disinterested members of 3.27 the board of the issuing public corporation formed pursuant to 3.28 section 302A.673, subdivision 1, paragraph (d), before the 3.29 commencement of, or the public announcement of the intent to 3.30 commence, the tender offer; and 3.31 (ii) pursuant to which the acquiring person will become the 3.32 owner of over 50 percent of the voting stock of the issuing 3.33 public corporation outstanding at the time of the transaction. 3.34 For purposes of this subdivision, shares beneficially owned 3.35 by a plan described in clause (g), or by a fiduciary of a plan 3.36 described in clause (g) pursuant to the plan, are not deemed to 4.1 be beneficially owned by a person who is a fiduciary of the 4.2 plan.All shares the beneficial ownership of which is acquired4.3within a 120-day period, and all shares the beneficial ownership4.4of which is acquired pursuant to a plan to make a control share4.5acquisition, shall be deemed to have been acquired in the same4.6acquisition.4.7 Sec. 4. Minnesota Statutes 1996, section 302A.011, 4.8 subdivision 39, is amended to read: 4.9 Subd. 39. [ISSUING PUBLIC CORPORATION.] "Issuing public 4.10 corporation" meansa corporation which has at least 504.11shareholders.either: (1) a publicly held corporation that has 4.12 at least 50 shareholders; or (2) any other corporation that has 4.13 at least 100 shareholders, provided that if, before January 1, 4.14 1998, a corporation that has at least 50 shareholders elects to 4.15 be an issuing public corporation by express amendment contained 4.16 in the articles or bylaws, including bylaws approved by the 4.17 board, that corporation is an issuing public corporation if it 4.18 has at least 50 shareholders. 4.19 Sec. 5. Minnesota Statutes 1996, section 302A.011, 4.20 subdivision 50, is amended to read: 4.21 Subd. 50. [MARKET VALUE.] "Market value," when used in 4.22 reference to shares or other property of any corporation, means 4.23 the following: 4.24 (1) in the case of shares, the average closing sale price 4.25 of a share on the composite tape for New York Stock Exchange 4.26 listed shares during the 30 trading days immediately preceding 4.27 the date in question or, with respect to the references in 4.28 section 302A.553, subdivision 3, if a person or persons selling 4.29 the shares have commenced a tender offer or have announced an 4.30 intention to seek control of the corporation, during the 30 4.31 trading days preceding the earlier of the commencement of the 4.32 tender offer or the making of the announcement, or, if the 4.33 shares are not quoted on the composite tape or not listed on the 4.34 New York Stock Exchange, on the principal United States 4.35 securities exchange registered under the Securities Exchange Act 4.36 of 1934 on which the shares are listed, or, if the shares are 5.1 not listed on any such exchange, on theNational Association of5.2Securities Dealers, Inc. Automated QuotationsNASDAQ National 5.3 MarketSystem, or, if the shares are not quoted on theNational5.4Association of Securities Dealers, Inc. Automated5.5QuotationsNASDAQ National MarketSystem,the average closing5.6bid quotation during the 30 trading days preceding the purchase5.7of the shares in question of a shareon theNational Association5.8of Securities Dealers, Inc. Automated Quotations SystemNASDAQ 5.9 Small Cap Market, or any system then in use, or, with respect to 5.10 the reference in section 302A.553, subdivision 3, if the person 5.11 or persons selling the shares shall have commenced a tender 5.12 offer or have announced an intention to seek control of the 5.13 corporation, during the 30 trading days preceding the earlier of 5.14 the commencement of the tender offer or the making of the 5.15 announcement, provided that if no quotation is available, the 5.16 market value is the fair market value on the date in question of 5.17 the shares as determined in good faith by the board of the 5.18 corporation; 5.19 (2) in the case of property other than cash or shares, the 5.20 fair market value of the property on the date in question as 5.21 determined in good faith by the board of the corporation. 5.22 Sec. 6. Minnesota Statutes 1996, section 302A.011, 5.23 subdivision 53, is amended to read: 5.24 Subd. 53. [TAKEOVER OFFER.] (a) "Takeover offer" means an 5.25 offer to acquire shares of an issuing public corporation from a 5.26 shareholder pursuant to a tender offer or request or invitation 5.27 for tenders, if, after the acquisition of all shares acquired 5.28 pursuant to the offer: 5.29 (1) the offeror would be directly or indirectly a 5.30 beneficial owner of more than ten percent of any class or series 5.31 of the outstanding shares of the issuing public corporation and 5.32 was directly or indirectly the beneficial owner of ten percent 5.33 or less of that class or series of the outstanding shares of the 5.34 issuing public corporation before commencement of the offer; or 5.35 (2) the beneficial ownership by the offeror of any class or 5.36 series of the outstanding shares of the issuing public 6.1 corporation would be increased by more than ten percent of that 6.2 class or series and the offeror was directly or indirectly the 6.3 beneficial owner of ten percent or more of any class or series 6.4 of the outstanding shares of the issuing public corporation 6.5 before commencement of the offer. 6.6 (b) Takeover offer does not include: 6.7 (1) an offer in connection with the acquisition of a share 6.8 which, together with all other acquisitions by the offeror of 6.9 shares of the same class or series of shares of the issuer, 6.10 would not result in the offeror having acquired more than two 6.11 percent ofthisthat class or series during the preceding 6.12 12-month period; 6.13 (2) an offer by the issuer to acquire its own shares unless 6.14 the offer is made during the pendency of a takeover offer by a 6.15 person who is not an associate or affiliate of the issuer; 6.16 (3) an offer in which the issuing public corporation is an 6.17 insurance company subject to regulation by the commissioner of 6.18 commerce, a financial institution regulated by the commissioner, 6.19 or a public service utility subject to regulation by the public 6.20 utilities commission. 6.21 Sec. 7. Minnesota Statutes 1996, section 302A.111, 6.22 subdivision 4, is amended to read: 6.23 Subd. 4. [OPTIONAL PROVISIONS; SPECIFIC SUBJECTS.] The 6.24 provisions in paragraphs (a), (g), (q), (r), and (u) may be 6.25 included in the articles. 6.26 Thefollowingprovisionsrelating to the management of the6.27business or the regulation of the affairs of a corporationin 6.28 paragraphs (b) to (f), (h) to (p), (s), and (t) may be included 6.29 either in the articles or, except for naming members of the6.30first board, fixing a greater than majority director or6.31shareholder vote, or giving or prescribing the manner of giving6.32voting rights to persons other than shareholders otherwise than6.33pursuant to the articles, or eliminating or limiting a6.34director's personal liability, inthe bylaws: 6.35 (a) The members of the first board may be named in the 6.36 articles (section 302A.201, subdivision 1); 7.1 (b) A manner for increasing or decreasing the number of 7.2 directors may be provided (section 302A.203); 7.3 (c) Additional qualifications for directors may be imposed 7.4 (section 302A.205); 7.5 (d) Directors may be classified (section 302A.213); 7.6 (e) The day or date, time, and place of board meetings may 7.7 be fixed (section 302A.231, subdivision 1); 7.8 (f) Absent directors may be permitted to give written 7.9 consent or opposition to a proposal (section 302A.233); 7.10 (g) A larger than majority vote may be required for board 7.11 action (section 302A.237); 7.12 (h) Authority to sign and deliver certain documents may be 7.13 delegated to an officer or agent of the corporation other than 7.14 the chief executive officer (section 302A.305, subdivision 2); 7.15 (i) Additional officers may be designated (section 7.16 302A.311); 7.17 (j) Additional powers, rights, duties, and responsibilities 7.18 may be given to officers (section 302A.311); 7.19 (k) A method for filling vacant offices may be specified 7.20 (section 302A.341, subdivision 3); 7.21 (l) A certain officer or agent may be authorized to sign 7.22 share certificates (section 302A.417, subdivision 2); 7.23 (m) The transfer or registration of transfer of securities 7.24 may be restricted (section 302A.429); 7.25 (n) The day or date, time, and place of regular shareholder 7.26 meetings may be fixed (section 302A.431, subdivision 3); 7.27 (o) Certain persons may be authorized to call special 7.28 meetings of shareholders (section 302A.433, subdivision 1); 7.29 (p) Notices of shareholder meetings may be required to 7.30 contain certain information (section 302A.435, subdivision 3); 7.31 (q) A larger than majority vote may be required for 7.32 shareholder action (section 302A.437); 7.33 (r) Voting rights may be granted in or pursuant to the 7.34 articles to persons who are not shareholders (section 302A.445, 7.35 subdivision 4); 7.36 (s) Corporate actions giving rise to dissenter rights may 8.1 be designated (section 302A.471, subdivision 1, clause (e)); 8.2 (t) The rights and priorities of persons to receive 8.3 distributions may be established (section 302A.551); and 8.4 (u) A director's personal liability to the corporation or 8.5 its shareholders for monetary damages for breach of fiduciary 8.6 duty as a director may be eliminated or limited in the articles 8.7 (section 302A.251, subdivision 4). 8.8 The board may by resolution take an action that may be 8.9 included in the bylaws under this subdivision without including 8.10 it in the bylaws, unless it is required to be included in the 8.11 bylaws by another provision of this chapter. 8.12 Sec. 8. Minnesota Statutes 1996, section 302A.115, 8.13 subdivision 1, is amended to read: 8.14 Subdivision 1. [REQUIREMENTS; PROHIBITIONS.] The corporate 8.15 name: 8.16 (a) Shall be in the English language or in any other 8.17 language expressed in English letters or characters; 8.18 (b) Shall contain the word "corporation," "incorporated," 8.19 or "limited," or shall contain an abbreviation of one or more of 8.20 these words, or the word "company" or the abbreviation "Co." if 8.21 that word or abbreviation is not immediately preceded by the 8.22 word "and" or the character "&"; 8.23 (c) Shall not contain a word or phrase that indicates or 8.24 implies that it is incorporated for a purpose other than a legal 8.25 business purpose; 8.26 (d) Shall be distinguishable upon the records in the office 8.27 of the secretary of state from the name of each domestic 8.28 corporation, limited partnership, limited liability partnership, 8.29 and limited liability company, whether profit or nonprofit, and 8.30 each foreign corporation, limited partnership, limited liability 8.31 partnership, and limited liability company authorized or 8.32 registered to do business in this state, whether profit or 8.33 nonprofit, and each name the right to which is, at the time of 8.34 incorporation, reserved as provided for in sections 302A.117, 8.35 322A.03, 322B.125, or 333.001 to 333.54, unless there is filed 8.36 with the articles one of the following: 9.1 (1) The written consent of the domestic corporation, 9.2 limited partnership, limited liability partnership, or limited 9.3 liability company, or the foreign corporation, limited 9.4 partnership, limited liability partnership, or limited liability 9.5 company authorized or registered to do business in this state or 9.6 the holder of a reserved name or a name filed by or registered 9.7 with the secretary of state under sections 333.001 to 333.54 9.8 having a name that is not distinguishable; 9.9 (2) A certified copy of a final decree of a court in this 9.10 state establishing the prior right of the applicant to the use 9.11 of the name in this state; or 9.12 (3) The applicant's affidavit that the corporation, limited 9.13 partnership, or limited liability company with the name that is 9.14 not distinguishable has been incorporated or on file in this 9.15 state for at least three years prior to the affidavit, if it is 9.16 a domestic corporation, limited partnership, or limited 9.17 liability company, or has been authorized or registered to do 9.18 business in this state for at least three years prior to the 9.19 affidavit, if it is a foreign corporation, limited partnership, 9.20 or limited liability company, or that the holder of a name filed 9.21 or registered with the secretary of state under sections 333.001 9.22 to 333.54 filed or registered that name at least three years 9.23 prior to the affidavit; that the corporation, limited 9.24 partnership, or limited liability company or holder has not 9.25 during the three-year period before the affidavit filed any 9.26 document with the secretary of state; that the applicant has 9.27 mailed written notice to the corporation, limited partnership, 9.28 or limited liability company or the holder of a name filed or 9.29 registered with the secretary of state under sections 333.001 to 9.30 333.54 by certified mail, return receipt requested, properly 9.31 addressed to the registered office of the corporation or limited 9.32 liability company or in care of the agent of the limited 9.33 partnership, or the address of the holder of a name filed or 9.34 registered with the secretary of state under sections 333.001 to 9.35 333.54, shown in the records of the secretary of state, stating 9.36 that the applicant intends to use a name that is not 10.1 distinguishable and the notice has been returned to the 10.2 applicant as undeliverable to the addressee corporation, limited 10.3 partnership, limited liability company, or holder of a name 10.4 filed or registered with the secretary of state under sections 10.5 333.001 to 333.54; that the applicant, after diligent inquiry, 10.6 has been unable to find any telephone listing for the 10.7 corporation, limited partnership, or limited liability company 10.8 with the name that is not distinguishable in the county in which 10.9 is located the registered office of the corporation, limited 10.10 partnership, or limited liability company shown in the records 10.11 of the secretary of state or has been unable to find any 10.12 telephone listing for the holder of a name filed or registered 10.13 with the secretary of state under sections 333.001 to 333.54 in 10.14 the county in which is located the address of the holder shown 10.15 in the records of the secretary of state; and that the applicant 10.16 has no knowledge that the corporation, limited partnership, 10.17 limited liability company, or holder of a name filed or 10.18 registered with the secretary of state under sections 333.001 to 10.19 333.54 is currently engaged in business in this state. 10.20 Sec. 9. Minnesota Statutes 1996, section 302A.171, 10.21 subdivision 2, is amended to read: 10.22 Subd. 2. [MEETING.] After the filing of articles of 10.23 incorporation, the incorporators or the directors named in the 10.24 articles shall either hold an organizational meeting at the call 10.25 of a majority of the incorporators or of the directors named in 10.26 the articles, or take written action, for the purposes of 10.27 transacting business and taking actions necessary or appropriate 10.28 to complete the organization of the corporation, including, 10.29 without limitation, amending the articles, electing directors, 10.30 adopting bylaws, electing officers, adopting banking 10.31 resolutions, authorizing or ratifying the purchase, lease, or 10.32 other acquisition of suitable space, furniture, furnishings, 10.33 supplies, and materials, approving a corporate seal, approving 10.34 forms of certificatesor transaction statementsfor shares of 10.35 the corporation, adopting a fiscal year for the corporation, 10.36 accepting subscriptions for and issuing shares of the 11.1 corporation, and making any appropriate tax elections. If a 11.2 meeting is held, the person or persons calling the meeting shall 11.3 give at least three days notice of the meeting to each 11.4 incorporator or director named, stating the date, time, and 11.5 place of the meeting. Incorporators and directors may waive 11.6 notice of an organizational meeting in the same manner that a 11.7 director may waive notice of meetings of the board pursuant to 11.8 section 302A.231, subdivision 5. 11.9 Sec. 10. Minnesota Statutes 1996, section 302A.223, 11.10 subdivision 5, is amended to read: 11.11 Subd. 5. [ELECTION OF REPLACEMENTS.] New directors may be 11.12 elected at a meeting at which directors are removed. If the 11.13 corporation allows cumulative voting and a shareholder notifies 11.14 the presiding officer at any time prior to the election of new 11.15 directors of intent to cumulate the votes of the shareholder, 11.16 the presiding officer shall announce before the election that 11.17 cumulative voting is in effect, and shareholders shall cumulate 11.18 their votes as provided in section 302A.215, subdivision 1, 11.19 clause (b). 11.20 Sec. 11. Minnesota Statutes 1996, section 302A.401, 11.21 subdivision 3, is amended to read: 11.22 Subd. 3. [PROCEDURE FOR FIXING TERMS.] (a) Subject to any 11.23 restrictions in the articles, the power granted in subdivision 2 11.24 may be exercised by a resolution or resolutions approved by the 11.25 affirmative vote ofa majority ofthe directorspresentrequired 11.26 by section 302A.237 establishing a class or series, setting 11.27 forth the designation of the class or series, and fixing the 11.28 relative rights and preferences of the class or series. Any of 11.29 the rights and preferences of a class or series established in 11.30 the articles or by resolution of the directors: 11.31 (1) may be made dependent upon facts ascertainable outside 11.32 the articles, or outside the resolution or resolutions 11.33 establishing the class or series, provided that the manner in 11.34 which the facts operate upon the rights and preferences of the 11.35 class or series is clearly and expressly set forth in the 11.36 articles or in the resolution or resolutions establishing the 12.1 class or series; and 12.2 (2) may incorporate by reference some or all of the terms 12.3 of any agreements, contracts, or other arrangements entered into 12.4 by the issuing corporation in connection with the establishment 12.5 of the class or series if the corporation retains at its 12.6 principal executive office a copy of the agreements, contracts, 12.7 or other arrangements or the portions incorporated by reference. 12.8 (b) A statement setting forth the name of the corporation 12.9 and the text of the resolution and certifying the adoption of 12.10 the resolution and the date of adoption shall be filed with the 12.11 secretary of state before the issuance of any shares for which 12.12 the resolution creates rights or preferences not set forth in 12.13 the articles; provided, however, where the shareholders have 12.14 received notice of the creation of shares with rights or 12.15 preferences not set forth in the articles before the issuance of 12.16 the shares, the statement may be filed any time within one year 12.17 after the issuance of the shares. The resolution is effective 12.18 when the statement has been filed with the secretary of state; 12.19 or, if it is not required to be filed with the secretary of 12.20 state before the issuance of shares, on the date of its adoption 12.21 by the directors. 12.22 (c) A statement filed with the secretary of state in 12.23 accordance with paragraph (b) is not considered an amendment of 12.24 the articles for purposes of sections 302A.137 and 302A.471. 12.25 Sec. 12. Minnesota Statutes 1996, section 302A.402, 12.26 subdivision 3, is amended to read: 12.27 Subd. 3. [BY ACTION OF BOARD ALONE; FILING OF ARTICLES OF 12.28 AMENDMENT.] (a) Subject to the restrictions provided in 12.29 subdivision 2 or any restrictions in the articles, a share 12.30 dividend, division, or combination may be effected by action of 12.31 the board alone, without the approval of shareholders under 12.32 sections 302A.135 and 302A.137. In effecting a division or 12.33 combination under this subdivision, the board may amend the 12.34 articles to increase or decrease the par value of shares, 12.35 increase or decrease the number of authorized shares, and make 12.36 any other change necessary or appropriate to assure that the 13.1 rights or preferences of the holders of outstanding shares of 13.2 any class or series will not be adversely affected by the 13.3 division or combination. 13.4 (b) If a division or combination that includes an amendment 13.5 of the articles is effected under this subdivision, then 13.6 articles of amendment must be prepared that contain the 13.7 information required by section 302A.139 and a statement that 13.8 the amendment will not adversely affect the rights or 13.9 preferences of the holders of outstanding shares of any class or 13.10 series and will not result in the percentage of authorized 13.11 shares of any class or series that remains unissued after the 13.12 division or combination exceeding the percentage of authorized 13.13 shares of that class or series that were unissued before the 13.14 division or combination. 13.15 Sec. 13. Minnesota Statutes 1996, section 302A.405, 13.16 subdivision 1, is amended to read: 13.17 Subdivision 1. [CONSIDERATION; PROCEDURE.] Subject to any 13.18 restrictions in the articles: 13.19 (a) Shares may be issued for any consideration, including, 13.20 without limitation, money or other tangible or intangible 13.21 property received by the corporation or to be received by the 13.22 corporation under a written agreement, or services rendered to 13.23 the corporation or to be rendered to the corporation under a 13.24 written agreement, as authorized by resolution approved by the 13.25 affirmative vote ofa majority ofthe directorspresentrequired 13.26 by section 302A.237, or, if provided for in the articles, 13.27 approved by the affirmative vote of theholders of a majority of13.28the voting power of the shares presentshareholders required by 13.29 section 302A.437, establishing a price in money or other 13.30 consideration, or a minimum price, or a general formula or 13.31 method by which the price will be determined; and 13.32 (b)Upon authorization in accordance with section 302A.402,13.33theA corporation may, without any new or additional 13.34 consideration, issue its own shares in exchange for or in 13.35 conversion of its outstanding shares, or, subject to 13.36 authorization of share dividends, divisions, and combinations 14.1 according to section 302A.402, issue its own shares pro rata to 14.2 its shareholders or the shareholders of one or more classes or 14.3 series, to effectuate share dividends, divisions, or 14.4 combinations. No shares of a class or series, shares of which 14.5 are then outstanding, shall be issued to the holders of shares 14.6 of another class or series (except in exchange for or in 14.7 conversion of outstanding shares of the other class or series), 14.8 unless the issuance either is expressly provided for in the 14.9 articles or is approved at a meeting by the affirmative vote of 14.10 the holders of a majority of the voting power of all shares of 14.11 the same class or series as the shares to be issued. 14.12 Sec. 14. Minnesota Statutes 1996, section 302A.409, 14.13 subdivision 4, is amended to read: 14.14 Subd. 4. [TERMS SET FORTH.] The instrument evidencing the 14.15 right to purchase or, if no instrument exists, atransaction14.16statementwritten agreement, shall set forth in full, summarize, 14.17 or incorporate by reference all the terms, provisions, and 14.18 conditions applicable to the right to purchase. 14.19 Sec. 15. Minnesota Statutes 1996, section 302A.413, is 14.20 amended by adding a subdivision to read: 14.21 Subd. 10. [CONTRACTUAL RIGHTS.] A denial or limitation of 14.22 preemptive rights otherwise provided in this section does not 14.23 limit the power of a corporation to grant first refusal rights 14.24 or other rights to purchase from the corporation shares or other 14.25 securities of the corporation to shareholders, subscribers, or 14.26 other persons before they are offered to, or acquired by, any 14.27 other person. 14.28 Sec. 16. Minnesota Statutes 1996, section 302A.417, 14.29 subdivision 7, is amended to read: 14.30 Subd. 7. [UNCERTIFICATED SHARES.] Unless uncertificated 14.31 shares are prohibited by the articles or bylaws, a resolution 14.32 approved by the affirmative vote of a majority of the directors 14.33 present may provide that some or all of any or all classes and 14.34 series of its shares will be uncertificated shares. The 14.35 resolution does not apply to shares represented by a certificate 14.36 until the certificate is surrendered to the corporation. Within 15.1 a reasonable time after the issuance or transfer of 15.2 uncertificated shares, the corporation shall send to the new 15.3 shareholder the information required by this section to be 15.4 stated on certificates. This information is not required to be 15.5 sent to the new shareholder by a publicly held corporation that 15.6 has adopted a system of issuance, recordation, and transfer of 15.7 its shares by electronic or other means not involving an 15.8 issuance of certificates if the system complies with section 174 15.9 of the Securities Exchange Act of 1934. Except as otherwise 15.10 expressly provided by statute, the rights and obligations of the 15.11 holders of certificated and uncertificated shares of the same 15.12 class and series are identical. 15.13 Sec. 17. Minnesota Statutes 1996, section 302A.423, 15.14 subdivision 2, is amended to read: 15.15 Subd. 2. [RESTRICTIONS; RIGHTS.] A corporation shall not 15.16 pay money for fractional shares if that action would result in 15.17 the cancellation of more than 20 percent of the outstanding 15.18 shares of a class or series. A determination by the board of 15.19 the fair value of fractions of a share is conclusive in the 15.20 absence of fraud. Acertificatecertificated ora transaction15.21statement for auncertificated fractional share does, but scrip 15.22 or warrants do not unless they provide otherwise, entitle the 15.23 shareholder to exercise voting rights or to receive 15.24 distributions. The board may cause scrip or warrants to be 15.25 issued subject to the condition that they become void if not 15.26 exchanged for full shares before a specified date, or that the 15.27 shares for which scrip or warrants are exchangeable may be sold 15.28 by the corporation and the proceeds distributed to the holder of 15.29 the scrip or warrants, or to any other condition or set of 15.30 conditions the board may impose. 15.31 Sec. 18. Minnesota Statutes 1996, section 302A.429, 15.32 subdivision 2, is amended to read: 15.33 Subd. 2. [RESTRICTIONS PERMITTED.] A written restriction 15.34 on the transfer or registration of transfer of securities of a 15.35 corporation that is not manifestly unreasonable under the 15.36 circumstances and is either: (1) noted conspicuously on the 16.1 face or back of the certificate; ortransaction statement(2) 16.2 included in information sent to the holders of uncertificated 16.3 shares in accordance with section 302A.417, subdivision 7, may 16.4 be enforced against the holder of the restricted securities or a 16.5 successor or transferee of the holder, including a pledgee or a 16.6 legal representative. Unless noted conspicuously on the face or 16.7 back of the certificate ortransaction statementincluded in 16.8 information sent to the holders of uncertificated shares in 16.9 accordance with section 302A.417, subdivision 7, a restriction, 16.10 even though permitted by this section, is ineffective against a 16.11 person without knowledge of the restriction. A restriction 16.12 under this section is deemed to be noted conspicuously and is 16.13 effective if the existence of the restriction is stated on the 16.14 certificate and reference is made to a separate document 16.15 creating or describing the restriction. 16.16 Sec. 19. Minnesota Statutes 1996, section 302A.437, 16.17 subdivision 2, is amended to read: 16.18 Subd. 2. [VOTING BY CLASS OR SERIES.] In any case where a 16.19 class or series of shares is entitled by this chapter, the 16.20 articles, the bylaws,or the terms of the shares to vote as a 16.21 class or series, the matter being voted upon must also receive 16.22 the affirmative vote of the holders of the same proportion of 16.23 the shares present of that class or series, or of the total 16.24 outstanding shares of that class or series, as the proportion 16.25 required pursuant to subdivision 1, unless the articles require 16.26 a larger proportion. Unless otherwise stated in the articles or 16.27 bylaws in the case of voting as a class or series, the minimum 16.28 percentage of the total number of shares of the class or series 16.29 which must be present shall be equal to the minimum percentage 16.30 of all outstanding shares entitled to vote required to be 16.31 present under section 302A.443. 16.32 Sec. 20. Minnesota Statutes 1996, section 302A.445, 16.33 subdivision 1, is amended to read: 16.34 Subdivision 1. [DETERMINATION.] The board may fix, or 16.35 authorize an officer to fix, a date not more than 60 days, or a 16.36 shorter time period provided in the articles or bylaws, before 17.1 the date of a meeting of shareholders as the date for the 17.2 determination of the holders of shares entitled to notice of and 17.3 entitled to vote at the meeting. When a date is so fixed, only 17.4 shareholders on that date are entitled to notice of and 17.5 permitted to vote at that meeting of shareholders. 17.6 Sec. 21. Minnesota Statutes 1996, section 302A.449, 17.7 subdivision 1, is amended to read: 17.8 Subdivision 1. [AUTHORIZATION.] (a) A shareholder may cast 17.9 or authorize the casting of a vote by filing a written 17.10 appointment of a proxy, signed by the shareholder, with an 17.11 officer of the corporation at or before the meeting at which the 17.12 appointment is to be effective.A writtenIn addition, a 17.13 shareholder of a publicly held corporation may cast or authorize 17.14 the casting of a vote by a proxy by transmitting to the 17.15 corporation or the corporation's duly authorized agent before 17.16 the meeting, an appointment of a proxymay be signed by the17.17shareholder or authorized by the shareholder by transmission of17.18a telegram, cablegram, or other means of electronic17.19transmission, provided that the corporation has no reason to17.20believe that the telegram, cablegram, or other electronic17.21transmission was not authorized by the shareholder. Anyby 17.22 means of a telegram, cablegram, or any other form of electronic 17.23 transmission, including telephonic transmission, whether or not 17.24 accompanied by written instructions of the shareholder. The 17.25 electronic transmission must set forth or be submitted with 17.26 information from which it can be determined that the appointment 17.27 was authorized by the shareholder. If it is determined that a 17.28 telegram, cablegram, or other electronic transmission is valid, 17.29 the inspectors of election or, if there are no inspectors, the 17.30 other persons making that determination shall specify the 17.31 information upon which they relied to make that determination. 17.32 (b) A copy, facsimile telecommunication, or other 17.33 reproduction of the original writing or transmission may be 17.34 substituted or used in lieu of the original writing or 17.35 transmission for any purpose for which the original writing or 17.36 transmission could be used, provided that the copy, facsimile 18.1 telecommunication, or other reproduction is a complete and 18.2 legible reproduction of the entire original writing or 18.3 transmission. 18.4 (c) An appointment of a proxy for shares held jointly by 18.5 two or more shareholders is valid if signed or otherwise 18.6 authorized by any one of them, unless the corporation receives 18.7 from any one of those shareholders written notice either denying 18.8 the authority of that person to appoint a proxy or appointing a 18.9 different proxy. 18.10 Sec. 22. Minnesota Statutes 1996, section 302A.457, 18.11 subdivision 2, is amended to read: 18.12 Subd. 2. [METHOD OF APPROVAL; ENFORCEABILITY; COPIES.] (a) 18.13 A written agreement among persons described in subdivision 1 18.14 that relates to the control of or the liquidation and 18.15 dissolution of the corporation, the relations among them, or any 18.16 phase of the business and affairs of the corporation, including, 18.17 without limitation, the management of its business, the 18.18 declaration and payment of distributions, the election of 18.19 directors or officers, the employment of shareholders by the 18.20 corporation, or the arbitration of disputes, is valid and 18.21 specifically enforceable, if the agreement is signed by all 18.22 persons who are then the shareholders of the corporation, 18.23 whether or not the shareholders all have voting shares, and the 18.24 subscribers for shares, whether or not voting shares, to be 18.25 issued. 18.26 (b) The agreement is enforceable by the persons described 18.27 in subdivision 1 who are parties to it and is binding upon and 18.28 enforceable against only those persons and other persons having 18.29 knowledge of the existence of the agreement. A copy of the 18.30 agreement shall be filed with the corporation. The existence 18.31 and location of a copy of the agreement shall be noted 18.32 conspicuously on the face or back of each certificate for shares 18.33 issued by the corporation andon each transaction statement18.34 included in information sent to the holders of uncertificated 18.35 shares according to section 302A.417, subdivision 7. 18.36 (c) A shareholder, a beneficial owner of shares, or another 19.1 person having a security interest in shares has the right upon 19.2 written demand to obtain a copy of the agreement from the 19.3 corporation at the expense of the corporation. 19.4 Sec. 23. Minnesota Statutes 1996, section 302A.461, 19.5 subdivision 1, is amended to read: 19.6 Subdivision 1. [SHARE REGISTER; DATES OF ISSUANCE.] (a) A 19.7 corporation shall keep at its principal executive office, or at 19.8 another place or places within the United States determined by 19.9 the board, a share register not more than one year old, 19.10 containing the names and addresses of the shareholders and the 19.11 number and classes of shares held by each shareholder. 19.12 (b) A corporation shall also keep, at its principal 19.13 executive office, or at another place or places within the 19.14 United States determined by the board, a record of the dates on 19.15 whichcertificates or transaction statements representing19.16 certificated or uncertificated shares were issued. 19.17 Sec. 24. Minnesota Statutes 1996, section 302A.471, 19.18 subdivision 3, is amended to read: 19.19 Subd. 3. [RIGHTS NOT TO APPLY.] (a) Unless the articles, 19.20 the bylaws, or a resolution approved by the board otherwise 19.21 provide, the right to obtain payment under this section does not 19.22 apply to a shareholder of the surviving corporation in a merger, 19.23 if the shares of the shareholder are not entitled to be voted on 19.24 the merger. 19.25 (b) If a date is fixed according to section 302A.445, 19.26 subdivision 1, for the determination of shareholders entitled to 19.27 receive notice of and to vote on an action described in 19.28 subdivision 1, only shareholders as of the date fixed, and 19.29 beneficial owners as of the date fixed who hold through 19.30 shareholders, as provided in subdivision 2, may exercise 19.31 dissenters' rights. 19.32 Sec. 25. Minnesota Statutes 1996, section 302A.473, 19.33 subdivision 3, is amended to read: 19.34 Subd. 3. [NOTICE OF DISSENT.] If the proposed action must 19.35 be approved by the shareholders, a shareholder who is entitled 19.36 to dissent under section 302A.471 and who wishes to exercise 20.1 dissenters' rights must file with the corporation before the 20.2 vote on the proposed action a written notice of intent to demand 20.3 the fair value of the shares owned by the shareholder and must 20.4 not vote the shares in favor of the proposed action. 20.5 Sec. 26. Minnesota Statutes 1996, section 302A.521, 20.6 subdivision 4, is amended to read: 20.7 Subd. 4. [PROHIBITION OR LIMIT ON INDEMNIFICATION OR 20.8 ADVANCES.] The articles or bylaws either may prohibit 20.9 indemnification or advances of expenses otherwise required by 20.10 this section or may impose conditions on indemnification or 20.11 advances of expenses in addition to the conditions contained in 20.12 subdivisions 2 and 3 including, without limitation, monetary 20.13 limits on indemnification or advances of expenses, if 20.14 the prohibition or conditions apply equally to all persons or to 20.15 all persons within a given class. A prohibition or limit on 20.16 indemnification or advances may not apply to or affect the right 20.17 of a person to indemnification or advances of expenses with 20.18 respect to any acts or omissions of the person occurring prior 20.19 to the effective date of a provision in the articles or the date 20.20 of adoption of a provision in the bylaws establishing the 20.21 prohibition or limit on indemnification or advances. 20.22 Sec. 27. Minnesota Statutes 1996, section 302A.521, 20.23 subdivision 9, is amended to read: 20.24 Subd. 9. [INDEMNIFICATION OF OTHER PERSONS.] Nothing in 20.25 this section shall be construed to limit the power of the 20.26 corporation to indemnifyotherpersons other than a director, 20.27 officer, employee, or member of a committee of the board of the 20.28 corporation by contract or otherwise. 20.29 Sec. 28. Minnesota Statutes 1996, section 302A.621, 20.30 subdivision 6, is amended to read: 20.31 Subd. 6. [RIGHTS OF DISSENTING SHAREHOLDERS.] In the event 20.32 all of the stock of one or more domestic subsidiaries that is a 20.33 constituent party to a merger under this section is not owned by 20.34 the parent directly, or indirectly through related corporations, 20.35 immediately prior to the merger, the shareholders of each 20.36 domestic subsidiary have dissenters' rights under section 21.1 302A.471, without regard tosectionssection 302A.471, 21.2 subdivision 3, and 302A.473. If the parent is a constituent 21.3 corporation but is not the surviving corporation in the merger, 21.4 and the articles of incorporation of the surviving corporation 21.5 immediately after the merger differ from the articles of 21.6 incorporation of the parent immediately prior to the merger in a 21.7 manner that would entitle a shareholder of the parent to 21.8 dissenters' rights under section 302A.471, subdivision 1, 21.9 paragraph (a), if the articles of incorporation of the surviving 21.10 corporation constituted an amendment to the articles of 21.11 incorporation of the parent, that shareholder of the parent has 21.12 dissenters' rights as provided under sections 302A.471 and 21.13 302A.473. Except as provided in this subdivision, sections 21.14 302A.471 and 302A.473 do not apply to any merger effected under 21.15 this section. 21.16 Sec. 29. Minnesota Statutes 1996, section 302A.651, 21.17 subdivision 1, is amended to read: 21.18 Subdivision 1. [WHEN PERMITTED.] A domestic corporation 21.19 may merge with or participate in an exchange with a foreign 21.20 corporation by following the procedures set forth in this 21.21 section, if: 21.22 (1) with respect to a merger, the merger is permitted by 21.23 the laws of thestatejurisdiction under which the foreign 21.24 corporation is incorporated; and 21.25 (2) with respect to an exchange, the corporation whose 21.26 shares will be acquired is a domestic corporation, whether or 21.27 not the exchange is permitted by the laws of thestate21.28 jurisdiction under which the foreign corporation is incorporated. 21.29 Sec. 30. Minnesota Statutes 1996, section 302A.671, 21.30 subdivision 3, is amended to read: 21.31 Subd. 3. [MEETING OF SHAREHOLDERS.] If the acquiring 21.32 person so requests in writing at the time of delivery of an 21.33 information statement pursuant to subdivision 2, and has made, 21.34 or has made a bona fide written offer to make, a control share 21.35 acquisition and gives a written undertaking to pay or reimburse 21.36 the issuing public corporation's expenses of a special meeting, 22.1 except the expenses of the issuing public corporation in 22.2 opposing according voting rights with respect to shares acquired 22.3 or to be acquired in the control share acquisition, within ten 22.4 days after receipt by the issuing public corporation of the 22.5 information statement, a special meeting of the shareholders of 22.6 the issuing public corporation shall be called pursuant to 22.7 section 302A.433, subdivision 1, for the sole purpose of 22.8 considering the voting rights to be accorded to shares referred 22.9 to in subdivision 1, paragraph (b), acquired or to be acquired 22.10 pursuant to the control share acquisition. The special meeting 22.11 shall be held no later than 55 days after receipt of the 22.12 information statement and written undertaking to pay or 22.13 reimburse the issuing public corporation's expenses of the 22.14 special meeting, unless the acquiring person agrees to a later 22.15 date. If the acquiring person so requests in writing at the 22.16 time of delivery of the information statement, (1) the special 22.17 meeting shall not be held sooner than 30 days after receipt by 22.18 the issuing public corporation of the information statement and 22.19 (2) the record date for the meeting must be at least 30 days 22.20 prior to the date of the meeting. If no request for a special 22.21 meeting is made, consideration of the voting rights to be 22.22 accorded to shares referred to in subdivision 1, paragraph (b), 22.23 acquired or to be acquired pursuant to the control share 22.24 acquisition shall be presented at the next special or annual 22.25 meeting of the shareholders of which notice has not been given, 22.26 unless prior thereto the matter of the voting rights becomes 22.27 moot. The issuing public corporation is not required to have 22.28 the voting rights to be accorded to shares acquired or to be 22.29 acquired according to a control share acquisition considered at 22.30 the next special or annual meeting of the shareholders unless it 22.31 has received the information statement and documents required by 22.32 subdivision 4 at least 55 days before the meeting. The notice 22.33 of the meeting shall at a minimum be accompanied by a copy of 22.34 the information statement (and a copy of any amendment to the 22.35 information statement previously delivered to the issuing public 22.36 corporation) and a statement disclosing that the board of the 23.1 issuing public corporation recommends approval of, expresses no 23.2 opinion and is remaining neutral toward, recommends rejection 23.3 of, or is unable to take a position with respect to according 23.4 voting rights to shares referred to in subdivision 1, paragraph 23.5 (b), acquired or to be acquired in the control share 23.6 acquisition. The notice of meeting shall be given at least ten 23.7 days prior to the meeting. Any amendments to the information 23.8 statement received after mailing of the notice of the meeting 23.9 must be mailed promptly to the shareholders by the issuing 23.10 public corporation. 23.11 Sec. 31. Minnesota Statutes 1996, section 302A.673, 23.12 subdivision 3, is amended to read: 23.13 Subd. 3. [APPLICATION.] (a) Unless by express provision 23.14 electing to be subject to this section contained in the articles 23.15 or in bylaws approved by the shareholders of an issuing public 23.16 corporation, this section does not apply to any business 23.17 combination of an issuing public corporation, that is not, at 23.18 any time during the period from June 1, 1987, until adoption of 23.19 the article or bylaw provision, a publicly held corporation. 23.20 (b) Except as provided in paragraph (c), this section does 23.21 not apply to any business combination of an issuing public 23.22 corporation: 23.23 (1) if, prior to the time the issuing public corporation 23.24 becomes a publicly held corporation or becomes subject to this 23.25 section by virtue of an election under paragraph (a), including 23.26 any time prior to the time that the corporation becomes an 23.27 issuing public corporation, articles or bylaws of the 23.28 corporation contain a provision expressly electing not to be 23.29 subject to this section; 23.30 (2) if the board of the issuing public corporation adopts, 23.31 prior to September 1, 1987, an amendment to the issuing public 23.32 corporation's bylaws expressly electing not to be subject to 23.33 this section; 23.34 (3) if an amendment to the articles or bylaws of the 23.35 issuing public corporation is approved by the shareholders, 23.36 other than interested shareholders and their affiliates and 24.1 associates, holding a majority of the outstanding voting power 24.2 of all shares entitled to vote, excluding the shares of 24.3 interested shareholders and their affiliates and associates, 24.4 expressly electing not to be subject to this section and the 24.5 amendment provides that it is not to be effective until 18 24.6 months after the vote of shareholders and provides that, except 24.7 as provided in paragraph (c), it does not apply to any business 24.8 combination of the issuing public corporation with an interested 24.9 shareholder whose share acquisition date is on or before the 24.10 effective date of the amendment; or 24.11 (4) if the business combination was consummated before, or 24.12 if a binding agreement for the business combination was entered 24.13 into before, the day following June 1, 1987. 24.14 (c) This section does not apply to any business combination 24.15 of an issuing public corporation with, with respect to, proposed 24.16 by or on behalf of, or pursuant to any written or oral 24.17 agreement, arrangement, relationship, understanding, or 24.18 otherwise with: 24.19 (1) any person that would have been an interested 24.20 shareholder on June 1, 1987, had this section been in effect on 24.21 this date and had the issuing public corporation been an issuing 24.22 public corporation on this date; 24.23 (2) any interested shareholder whose share acquisition date 24.24 is either before the effective date of the article or bylaw 24.25 provision by which an issuing public corporation that was not 24.26 subject to this section immediately prior to the election 24.27 elected to be subject to this section, or on the effective date, 24.28 but prior to the effective time of the article or bylaw 24.29 provision; or 24.30 (3) in the case of a corporation that was not subject to 24.31 this section immediately prior to becoming a publicly held 24.32 corporation, any interested shareholder whose share acquisition 24.33 date is either before the date on which the corporation becomes 24.34 a publicly held corporation or on that date, but prior to the 24.35 time the corporation becomes a publicly held corporation, and to 24.36 whom the application of this section is expressly excluded by an 25.1 amendment to the articles or bylaws of the corporation approved 25.2 by the shareholders before the corporation becomes a publicly 25.3 held corporation and, if expressly provided by the amendment to 25.4 the articles or bylaws, any affiliate or associate of an 25.5 interested shareholder described in this clause. 25.6 This section applies to any business combination of an 25.7 issuing public corporation to which it previously did not apply 25.8 because of provisions in articles or bylaws adopted or approved 25.9 under paragraph (b), clause (1), (2), or (3), upon an amendment 25.10 to the articles or bylaws approved by shareholders holding a 25.11 majority of the outstanding voting power of all shares entitled 25.12 to vote expressly electing to be subject to this section 25.13 becoming effective. Also, this section does not apply to any 25.14 business combination of the corporation with, with respect to, 25.15 proposed by or on behalf of, or pursuant to any written or oral 25.16 agreement, arrangement, relationship, understanding, or 25.17 otherwise with any person that would have been an interested 25.18 shareholder at the effective time of the amendment if this 25.19 section had been applicable. 25.20 Sec. 32. Minnesota Statutes 1996, section 302A.675, is 25.21 amended to read: 25.22 302A.675 [TAKEOVER OFFER; FAIR PRICE.] 25.23 Subdivision 1. [FAIR PRICE REQUIREMENT.] An offeror may 25.24 not acquire shares of a publicly held corporation within two 25.25 years following the last purchase of shares pursuant to a 25.26 takeover offer with respect to that class, including, but not 25.27 limited to, acquisitions made by purchase, exchange, merger, 25.28 consolidation, partial or complete liquidation, redemption, 25.29 reverse stock split, recapitalization, reorganization, or any 25.30 other similar transaction, unless the shareholder is afforded, 25.31 at the time of the proposed acquisition, a reasonable 25.32 opportunity to dispose of the shares to the offeror upon 25.33 substantially equivalent terms as those provided in the earlier 25.34 takeover offer. 25.35 Subd. 2. [EXCEPTION.] Subdivision 1 does not apply if 25.36 the proposed acquisition of shares is approved by a committee of 26.1 the board's disinterested directors before the purchase of any 26.2 shares by the offeror pursuant toathe earlier takeover offer. 26.3 The provisions of section 302A.673, subdivision 1, paragraph 26.4 (d), relating to a committee of disinterested directors, apply 26.5 to this section. 26.6 Sec. 33. [REPEALER.] 26.7 Minnesota Statutes 1996, section 302A.011, subdivision 33, 26.8 is repealed. 26.9 ARTICLE 2 26.10 AMENDMENTS TO PERMIT MERGER OF DOMESTIC 26.11 CORPORATION AND FOREIGN LIMITED LIABILITY COMPANY 26.12 Section 1. Minnesota Statutes 1996, section 302A.011, is 26.13 amended by adding a subdivision to read: 26.14 Subd. 55. [ACQUIRING ORGANIZATION.] "Acquiring 26.15 organization" means a corporation, foreign corporation, or 26.16 domestic or foreign limited liability company that acquires in 26.17 an exchange the shares of a corporation or foreign corporation 26.18 or the membership interests of a domestic or foreign limited 26.19 liability company. 26.20 Sec. 2. Minnesota Statutes 1996, section 302A.011, is 26.21 amended by adding a subdivision to read: 26.22 Subd. 56. [CONSTITUENT ORGANIZATION.] "Constituent 26.23 organization" means a corporation, foreign corporation, or a 26.24 domestic or foreign limited liability company that is a party to 26.25 a merger or an exchange. 26.26 Sec. 3. Minnesota Statutes 1996, section 302A.011, is 26.27 amended by adding a subdivision to read: 26.28 Subd. 57. [OWNERS.] "Owners" means shareholders in the 26.29 case of a corporation or foreign corporation and members in the 26.30 case of a limited liability company. 26.31 Sec. 4. Minnesota Statutes 1996, section 302A.011, is 26.32 amended by adding a subdivision to read: 26.33 Subd. 58. [OWNERSHIP INTERESTS.] "Ownership interests" 26.34 means shares in the case of a corporation or foreign corporation 26.35 and membership interests in the case of a domestic or foreign 26.36 limited liability company. 27.1 Sec. 5. Minnesota Statutes 1996, section 302A.011, is 27.2 amended by adding a subdivision to read: 27.3 Subd. 59. [SURVIVING ORGANIZATION.] "Surviving 27.4 organization" means the corporation or foreign corporation or 27.5 domestic or foreign limited liability company resulting from a 27.6 merger. 27.7 Sec. 6. Minnesota Statutes 1996, section 302A.601, 27.8 subdivision 4, is amended to read: 27.9 Subd. 4. [MERGER OR EXCHANGE WITH A LIMITED LIABILITY 27.10 COMPANY.] A corporation may participate in a merger or exchange 27.11 with adomesticlimited liability companypursuant to chapter27.12322B. The dissenters' rights for shareholders of a corporation 27.13 are governed by this chapter. 27.14 Sec. 7. Minnesota Statutes 1996, section 302A.611, is 27.15 amended to read: 27.16 302A.611 [PLAN OF MERGER OR EXCHANGE.] 27.17 Subdivision 1. [CONTENTS OF PLAN.] A plan of merger or 27.18 exchange shall contain: 27.19 (a) The names of thecorporationsconstituent organizations 27.20 proposing to merge or participate in an exchange, and: 27.21 (1) in the case of a merger, the name of the surviving 27.22corporationorganization; 27.23 (2) in the case of an exchange, the name of the acquiring 27.24corporationorganization; 27.25 (b) The terms and conditions of the proposed merger or 27.26 exchange; 27.27 (c)(1) In the case of a merger, the manner and basis of 27.28 converting thesharesownership interests of the constituent 27.29corporationsorganizations into securities of the 27.30 survivingcorporationorganization or of any other 27.31corporationorganization, or, in whole or in part, into money or 27.32 other property; or 27.33 (2) In the case of an exchange, the manner and basis of 27.34 exchanging the shares to be acquired for securities of the 27.35 acquiringcorporationorganization or any othercorporation27.36 organization or, in whole or part, into money or other property; 28.1 (d) In the case of a merger, a statement of any amendments 28.2 to the articles of incorporation or organization of the 28.3 survivingcorporationorganization proposed as part of the 28.4 merger; and 28.5 (e) Any other provisions with respect to the proposed 28.6 merger or exchange that are deemed necessary or desirable. 28.7 Subd. 2. [OTHER AGREEMENTS.] The procedure authorized by 28.8 this section does not limit the power of a corporation to 28.9 acquire all or part of thesharesownership interests of one or 28.10 more classes or series of anothercorporationorganization 28.11 through a negotiated agreement with theshareholdersowners or 28.12 otherwise. 28.13 Sec. 8. Minnesota Statutes 1996, section 302A.613, 28.14 subdivision 1, is amended to read: 28.15 Subdivision 1. [BOARD APPROVAL; NOTICE TO SHAREHOLDERS.] A 28.16 resolution containing the plan of merger or exchange shall be 28.17 approved by the affirmative vote of a majority of the directors 28.18 present at a meeting of the board of each constituent 28.19 corporation and shall then be submitted at a regular or a 28.20 special meeting to the shareholders of (i) each constituent 28.21 corporation, in the case of a plan of merger, and (ii) the 28.22 corporation whose shares will be acquired by the acquiring 28.23corporationorganization in the exchange, in the case of a plan 28.24 of exchange. If shareholders holding any class or series of 28.25 stock of the corporation are entitled to vote on the plan of 28.26 merger or exchange pursuant to this section, written notice 28.27 shall be given to every shareholder of a corporation, whether or 28.28 not entitled to vote at the meeting, not less than 14 days nor 28.29 more than 60 days before the meeting, in the manner provided in 28.30 section 302A.435 for notice of meetings of shareholders. The 28.31 written notice shall state that a purpose of the meeting is to 28.32 consider the proposed plan of merger or exchange. A copy or 28.33 short description of the plan of merger or exchange shall be 28.34 included in or enclosed with the notice. If the merger or 28.35 exchange is with a domestic or foreign limited liability 28.36 company, the plan of merger or exchange must also be approved in 29.1 the manner required by the laws of the state under which the 29.2 limited liability company is organized. 29.3 Sec. 9. Minnesota Statutes 1996, section 302A.613, 29.4 subdivision 2, is amended to read: 29.5 Subd. 2. [APPROVAL BYSHAREHOLDERSOWNERS.] (a) At the 29.6 meeting a vote of theshareholdersowners shall be taken on the 29.7 proposed plan. The plan of merger or exchange is adopted when 29.8 approved by the affirmative vote of the holders of a majority of 29.9 the voting power of all shares entitled to vote and, if the 29.10 merger or exchange is with a domestic or foreign limited 29.11 liability company, when approved in the manner required by the 29.12 laws of the state under which the limited liability company is 29.13 organized. Except as provided in paragraph (b), a class or 29.14 series of shares of the corporation is entitled to vote as a 29.15 class or series if any provision of the plan would, if contained 29.16 in a proposed amendment to the articles, entitle the class or 29.17 series of shares to vote as a class or series and, in the case 29.18 of an exchange, if the class or series is included in the 29.19 exchange. 29.20 (b) A class or series of shares of the corporation is not 29.21 entitled to vote as a class or series solely because the plan of 29.22 merger effects a cancellation of the shares of the class or 29.23 series if the plan of merger effects a cancellation of all 29.24 shares of the corporation of all classes and series that are 29.25 outstanding immediately prior to the merger and shareholders of 29.26 shares of that class or series are entitled to obtain payment 29.27 for the fair value of their shares under section 302A.471 in the 29.28 event of the merger. 29.29 Sec. 10. Minnesota Statutes 1996, section 302A.615, is 29.30 amended to read: 29.31 302A.615 [ARTICLES OF MERGER OR EXCHANGE; CERTIFICATE.] 29.32 Subdivision 1. [CONTENTS OF ARTICLES.] Upon receiving the 29.33 approval required by section 302A.613, articles of merger or 29.34 exchange shall be prepared that contain: 29.35 (a) the plan of merger or exchange; and 29.36 (b) a statement that the plan has been approved by each 30.1corporationconstituent organization pursuant to this chapter. 30.2 Subd. 2. [ARTICLES SIGNED, FILED.] The articles of merger 30.3 or exchange shall be signed on behalf of each constituent 30.4corporationorganization and filed with the secretary of state. 30.5 Subd. 3. [CERTIFICATE.] The secretary of state shall issue 30.6 a certificate of merger to the survivingcorporation30.7 organization or its legal representative and a certificate of 30.8 exchange to the acquiringcorporationorganization or its legal 30.9 representative. 30.10 Sec. 11. Minnesota Statutes 1996, section 302A.631, is 30.11 amended to read: 30.12 302A.631 [ABANDONMENT.] 30.13 Subdivision 1. [BY SHAREHOLDERS OR PLAN.] After a plan of 30.14 merger or exchange has been approved by the shareholders 30.15 entitled to vote on the approval of the plan as provided in 30.16 section 302A.613, and before the effective date of the plan, it 30.17 may be abandoned: 30.18 (a) if (i) the shareholders of each of the constituent 30.19 corporations entitled to vote on the approval of the plan as 30.20 provided in section 302A.613 have approved the abandonment at a 30.21 meeting by the affirmative vote of the holders of a majority of 30.22 the voting power of the shares entitled to voteand, if; (ii) 30.23 the merger or exchange is with a domestic or foreign limited 30.24 liability company, if abandonment is approved in such manner as 30.25 may be required by the laws of the state under which the limited 30.26 liability company is organized; and (iii) the shareholders of a 30.27 constituent corporation are not entitled to vote on the approval 30.28 of the plan under section 302A.613, the board of directors of 30.29 the constituent corporation has approved the abandonment by the 30.30 affirmative vote of a majority of the directors present; 30.31 (b) if the plan itself provides for abandonment and all 30.32 conditions for abandonment set forth in the plan are met; or 30.33 (c) pursuant to subdivision 2. 30.34 Subd. 2. [BY BOARD.] A plan of merger or exchange may be 30.35 abandoned, before the effective date of the plan, by a 30.36 resolution of the board of directors of any constituent 31.1 corporation abandoning the plan of merger or exchange approved 31.2 by the affirmative vote of a majority of the directors present, 31.3 subject to the contract rights of any other person under the 31.4 plan. If a plan of merger or exchange is with a domestic or 31.5 foreign limited liability company, the plan of merger or 31.6 exchange may be abandoned before the effective date of the plan 31.7 by a resolution of the limited liability company adopted 31.8 according to the laws of the state under which the limited 31.9 liability company is organized, subject to the contract rights 31.10 of any other person under the plan. 31.11 Subd. 3. [FILING OF ARTICLES.] If articles of merger or 31.12 exchange have been filed with the secretary of state, but have 31.13 not yet become effective, the constituentcorporations31.14 organizations, in the case of abandonment under subdivision 1, 31.15 clause (a), the constituentcorporationsorganizations or any 31.16 one of them, in the case of abandonment under subdivision 1, 31.17 clause (b), or the abandoningcorporationorganization in the 31.18 case of abandonment under subdivision 2, shall file with the 31.19 secretary of state articles of abandonment that contain: 31.20 (a) The names of the constituentcorporations31.21 organizations; 31.22 (b) The provision of this section under which the plan is 31.23 abandoned; and 31.24 (c) If the plan is abandoned under subdivision 2, the text 31.25 of the resolutionapproved by the affirmative vote of a majority31.26of the directors presentabandoning the plan. 31.27 Sec. 12. Minnesota Statutes 1996, section 302A.641, 31.28 subdivision 2, is amended to read: 31.29 Subd. 2. [EFFECT ONCORPORATIONORGANIZATION.] When a 31.30 merger becomes effective: 31.31 (a) The constituentcorporationsorganizations become a 31.32 singlecorporationentity, the surviving corporation or 31.33 surviving limited liability company, as the case may be; 31.34 (b) The separate existence of all constituentcorporations31.35 organizations except the survivingcorporationorganization 31.36 ceases; 32.1 (c) If the surviving organization is a corporation, the 32.2 surviving corporation has all the rights, privileges, 32.3 immunities, and powers, and is subject to all the duties and 32.4 liabilities, of a corporation incorporated under this chapter; 32.5 (d) The survivingcorporationorganization, whether a 32.6 corporation, foreign corporation, or domestic or foreign limited 32.7 liability company, possesses all the rights, privileges, 32.8 immunities, and franchises, of a public as well as of a private 32.9 nature, of each of the constituentcorporationsorganizations. 32.10 All property, real, personal, and mixed, and all debts due on 32.11 any account, including subscriptions to shares, and all other 32.12 choses in action, and every other interest of or belonging to or 32.13 due to each of the constituentcorporationsorganizations vests 32.14 in the survivingcorporationorganization without any further 32.15 act or deed. Confirmatory deeds, assignments, or similar 32.16 instruments to accomplish that vesting may be signed and 32.17 delivered at any time in the name of a constituentcorporation32.18 organization by its current officers or managers, as the case 32.19 may be, or, if thecorporationorganization no longer exists, by 32.20 its last officers or managers, as the case may be. The title to 32.21 any real estate or any interest therein vested in any of the 32.22 constituentcorporationsorganizations does not revert nor in 32.23 any way become impaired by reason of the merger; 32.24 (e) The survivingcorporationorganization is responsible 32.25 and liable for all the liabilities and obligations of each of 32.26 the constituentcorporationsorganizations. A claim of or 32.27 against or a pending proceeding by or against a 32.28 constituentcorporationorganization may be prosecuted as if the 32.29 merger had not taken place, or the survivingcorporation32.30 organization may be substituted in the place of the 32.31 constituentcorporationorganization. Neither the rights of 32.32 creditors nor any liens upon the property of a 32.33 constituentcorporationorganization are impaired by the merger; 32.34 and 32.35 (f) The articles of the survivingcorporationorganization 32.36 are deemed to be amended to the extent that changes in its 33.1 articles, if any, are contained in the plan of merger. 33.2 Sec. 13. Minnesota Statutes 1996, section 302A.651, is 33.3 amended to read: 33.4 302A.651 [MERGER OR EXCHANGE WITH FOREIGN CORPORATION OR 33.5 LIMITED LIABILITY COMPANY.] 33.6 Subdivision 1. [WHEN PERMITTED.] A domestic corporation 33.7 may merge with or participate in an exchange with a foreign 33.8 corporation or limited liability company by following the 33.9 procedures set forth in this section, if: 33.10 (1) with respect to a merger, the merger is permitted by 33.11 the laws of the state under which the foreign corporation or 33.12 limited liability company is incorporated or organized; and 33.13 (2) with respect to an exchange, the corporation whose 33.14 shares will be acquired is a domestic corporation, whether or 33.15 not the exchange is permitted by the laws of the state under 33.16 which the foreign corporation or limited liability company is 33.17 incorporated or organized. 33.18 Subd. 2. [LAWS APPLICABLE BEFORE TRANSACTION.] Each 33.19 domestic corporation shall comply with the provisions of 33.20 sections 302A.601 to 302A.651 with respect to the merger or 33.21 exchange of shares of corporations and each foreign 33.22 corporation or limited liability company shall comply with the 33.23 applicable provisions of the laws under which it was 33.24 incorporated or organized or by which it is governed. 33.25 Subd. 3. [DOMESTIC SURVIVING CORPORATION.] If the 33.26 survivingcorporationorganization in a merger will be a 33.27 domestic corporation, it shall comply with all the provisions of 33.28 this chapter. 33.29 Subd. 4. [FOREIGN SURVIVINGCORPORATIONORGANIZATION.] If 33.30 the survivingcorporationorganization in a merger will be a 33.31 foreign corporation or limited liability company and will 33.32 transact business in this state, it shall comply with the 33.33 provisions of chapter 303 with respect to foreign 33.34 corporations or chapter 322B with respect to foreign limited 33.35 liability companies. In every case the survivingcorporation33.36 organization shall file with the secretary of state: 34.1 (a) An agreement that it may be served with process in this 34.2 state in a proceeding for the enforcement of an obligation of a 34.3 constituentcorporationorganization and in a proceeding for the 34.4 enforcement of the rights of a dissenting shareholder of a 34.5 constituent corporation against the survivingcorporation34.6 organization; 34.7 (b) An irrevocable appointment of the secretary of state as 34.8 its agent to accept service of process in any proceeding, and an 34.9 address to which process may be forwarded; and 34.10 (c) An agreement that it will promptly pay to the 34.11 dissenting shareholders of each domestic constituent corporation 34.12 the amount, if any, to which they are entitled under section 34.13 302A.473. 34.14 Sec. 14. Minnesota Statutes 1996, section 322B.70, 34.15 subdivision 1, is amended to read: 34.16 Subdivision 1. [MERGER.] With or without a business 34.17 purpose, a limited liability company may merge: 34.18 (1) with another limited liability companyor a domestic34.19corporationpursuant to a plan of merger approved in the manner 34.20 provided in sections 322B.71 to 322B.75;and34.21 (2) with a domestic corporation under a plan of merger 34.22 approved in the manner provided in sections 322B.71 to 322B.75, 34.23 and in chapter 302A; and 34.24 (3) with any foreign corporation or foreign limited 34.25 liability company pursuant to a plan of merger approved in the 34.26 manner provided in section 322B.76. 34.27 Sec. 15. Minnesota Statutes 1996, section 322B.70, 34.28 subdivision 2, is amended to read: 34.29 Subd. 2. [EXCHANGE.] (a) A limited liability company may 34.30 acquire all of the ownership interests of one or more classes or 34.31 series of another limited liability companyor domestic34.32corporationpursuant to a plan of exchange approved in the 34.33 manner provided in sections 322B.71 to 322B.75. 34.34 (b) A limited liability company may acquire all of the 34.35 ownership interests of one or more classes or series of a 34.36 domestic corporation pursuant to a plan of exchange approved in 35.1 the manner provided in sections 322B.71 to 322B.75, and in 35.2 chapter 302A. 35.3 (c) A domestic corporation may acquire all of the ownership 35.4 interests of one or more classes or series of a limited 35.5 liability company pursuant to a plan of exchange approved in the 35.6 manner provided in sections 322B.71 to 322B.75, and in chapter 35.7 302A. 35.8(c)(d) A foreign corporation or foreign limited liability 35.9 company may acquire all of the ownership interests of one or 35.10 more classes or series of a limited liability company pursuant 35.11 to a plan of exchange approved in the manner provided in section 35.12 322B.76. 35.13 Sec. 16. Minnesota Statutes 1996, section 322B.72, 35.14 subdivision 2, is amended to read: 35.15 Subd. 2. [APPROVAL BY OWNERS.] (a) At the meeting a vote 35.16 of the owners must be taken on the proposed plan. The plan of 35.17 merger or exchange is adopted when approved by the affirmative 35.18 vote of the owners of a majority of the voting power of all 35.19 ownership interests entitled to vote. Except as provided in 35.20 paragraph (b), a class or series of ownership interests of the 35.21 organization is entitled to vote as a class or series if any 35.22 provision of the plan would, if contained in a proposed 35.23 amendment to the articles of organizationor articles of35.24incorporation, as the case may be,entitle the class or series 35.25 of ownership interests to vote as a class or series and, in the 35.26 case of an exchange, if the class or series is included in the 35.27 exchange. 35.28 (b) A class or series of ownership interests of the 35.29 organization is not entitled to vote as a class or series solely 35.30 because the plan of merger effects a cancellation of the 35.31 ownership interests of the class or series if the plan of merger 35.32 effects a cancellation of all ownership interests of the 35.33 organization of all classes and series that are existing 35.34 immediately before the merger and owners of ownership interests 35.35 of that class or series are entitled to obtain payment for the 35.36 fair value of their shares under section 322B.383or 302A.471,36.1as the case may be,in the event of the merger. 36.2 Sec. 17. Minnesota Statutes 1996, section 322B.72, 36.3 subdivision 3, is amended to read: 36.4 Subd. 3.[WHEN APPROVAL BY SHAREHOLDERS OF A SURVIVING36.5CORPORATION IS NOT REQUIRED.] Notwithstanding subdivisions 1 and36.62, submission of a plan of merger to a vote at a meeting of36.7shareholders of a surviving corporation is not required if:36.8(1) the articles of the corporation will not be amended in36.9the transaction;36.10(2) each holder of shares of the corporation that were36.11outstanding immediately before the effective time of the36.12transaction will hold the same number of shares with identical36.13rights immediately after that date;36.14(3) the voting power of the outstanding shares of the36.15corporation entitled to vote immediately after the merger, plus36.16the voting power of the shares of the corporation entitled to36.17vote issuable on conversion of or on the exercise of rights to36.18purchase, securities issued in the transaction, will not exceed36.19by more than 20 percent, the voting power of the outstanding36.20shares of the corporation entitled to vote immediately before36.21the transaction; and36.22(4) the number of participating shares of the corporation36.23immediately after the merger, plus the number of participating36.24shares of the corporation issuable on conversion, or on the36.25exercise of rights to purchase, securities issued in the36.26transaction, will not exceed by more than 20 percent, the number36.27of participating shares of the corporation immediately before36.28the transaction. "Participating shares" are outstanding shares36.29of the corporation that entitle their holders to participate36.30without limitation in distributions by the corporation.36.31 [APPROVAL BY CONSTITUENT DOMESTIC CORPORATION.] If the merger or 36.32 exchange is with a domestic corporation, the plan of merger or 36.33 exchange must also be approved in the manner provided in chapter 36.34 302A. 36.35 Sec. 18. Minnesota Statutes 1996, section 322B.74, 36.36 subdivision 1, is amended to read: 37.1 Subdivision 1. [BY OWNERS OR PLAN.] After a plan of merger 37.2 or exchange has been approved by the owners entitled to vote on 37.3 the approval of the plan as provided in section 322B.72, and 37.4 before the effective date of the plan, it may be abandoned: 37.5 (1) if the owners of ownership interests of each of the 37.6 constituent organizations entitled to vote on the approval of 37.7 the plan as provided in section 322B.72 have approved the 37.8 abandonment at a meeting by the affirmative vote of the owners 37.9 of a majority of the voting power of the ownership interests 37.10 entitled to vote and, if the owners of a constituent 37.11 organization are not entitled to vote on the approval of the 37.12 plan under section 322B.72, the governing board of that 37.13constituent organizationlimited liability company has approved 37.14 the abandonment by the affirmative vote of a majority of the 37.15 board members present, and the abandonment has been approved in 37.16 the manner provided in chapter 302A by any constituent 37.17 organization that is a domestic corporation; 37.18 (2) if the plan itself provides for abandonment and all 37.19 conditions for abandonment set forth in the plan are met; or 37.20 (3) pursuant to subdivision 2. 37.21 Sec. 19. Minnesota Statutes 1996, section 322B.74, 37.22 subdivision 2, is amended to read: 37.23 Subd. 2. [BY THE GOVERNING BOARD.] A plan of merger or 37.24 exchange may be abandoned, before the effective date of the 37.25 plan, by a resolution of the governing board of any constituent 37.26 organization that is a limited liability company abandoning the 37.27 plan of merger or exchange approved by the affirmative vote of a 37.28 majority of the board members present, subject to the contract 37.29 rights of any other person under the plan. Abandonment by the 37.30 board of a constituent organization that is a domestic 37.31 corporation may be accomplished as provided in chapter 302A. 37.32 ARTICLE 3 37.33 CONFORMING AMENDMENTS 37.34 Section 1. Minnesota Statutes 1996, section 308A.005, is 37.35 amended by adding a subdivision to read: 37.36 Subd. 7a. [FILED WITH THE SECRETARY OF STATE.] "Filed with 38.1 the secretary of state" means that a document meeting the 38.2 applicable requirements of this chapter, signed and accompanied 38.3 by the required filing fee, has been delivered to the secretary 38.4 of state of this state. The secretary of state shall endorse on 38.5 the document the word "Filed" and the month, day, and year of 38.6 filing, record the document in the office of the secretary of 38.7 state, and return a document to the person who delivered it for 38.8 filing. 38.9 Sec. 2. Minnesota Statutes 1996, section 308A.005, is 38.10 amended by adding a subdivision to read: 38.11 Subd. 10a. [SIGNED.] (a) "Signed" means that the signature 38.12 of a person has been written on a document, as provided in 38.13 section 645.44, subdivision 14, and, with respect to a document 38.14 required by this chapter to be filed with the secretary of 38.15 state, means that the document has been signed by a person 38.16 authorized to do so by this chapter, the articles or bylaws, or 38.17 by a resolution approved by the directors or the members. 38.18 (b) A signature on a document may be a facsimile affixed, 38.19 engraved, printed, placed, stamped with indelible ink, 38.20 transmitted by facsimile or electronically, or in any other 38.21 manner reproduced on the document. 38.22 Sec. 3. Minnesota Statutes 1996, section 317A.011, 38.23 subdivision 8, is amended to read: 38.24 Subd. 8. [FILED WITH THE SECRETARY OF STATE.] "Filed with 38.25 the secretary of state" means thatan original ofa document 38.26 meeting the requirements of this chapter, signed, and 38.27 accompanied by a filing fee of $35, has been delivered to the 38.28 secretary of state of this state. The secretary of state shall 38.29 endorse on the original the word "Filed" and the month, day, and 38.30 year, and timeof filing, record the document in the office of 38.31 the secretary of state, and returnthea document to the person 38.32 who delivered it for filing. 38.33 Sec. 4. Minnesota Statutes 1996, section 317A.011, 38.34 subdivision 19, is amended to read: 38.35 Subd. 19. [SIGNED.] (a) "Signed" means that the signature 38.36 of a person is written on a document, as provided in section 39.1 645.44, subdivision 14. A document required by this chapter to 39.2 be filed with the secretary of state must be signed by a person 39.3 authorized to do so by this chapter, the articles or bylaws, or 39.4 a resolution approved bythe affirmative vote of the required39.5proportion or number ofthe directors, as required by section 39.6 317A.237, or therequired proportion or number ofmembers with 39.7 voting rights, if any, if required by section 317A.443. 39.8 (b) A signature on a documentnot required by this chapter39.9to be filed with the secretary of statemay be a facsimile 39.10 affixed, engraved, printed, placed, stamped with indelible ink, 39.11 transmitted by facsimile or electronically, or in any other 39.12 manner reproduced on the document. 39.13 Sec. 5. Minnesota Statutes 1996, section 322A.01, is 39.14 amended to read: 39.15 322A.01 [DEFINITIONS.] 39.16 As used in sections 322A.01 to 322A.87, unless the context 39.17 otherwise requires: 39.18 (1) "Certificate of limited partnership" means the 39.19 certificate referred to in section 322A.11, and the certificate 39.20 as amended or restated. 39.21 (2) "Contribution" means any cash, property, services 39.22 rendered, or a promissory note or other binding obligation to 39.23 contribute cash or property or to perform services, which a 39.24 partner contributes to a limited partnership as a partner. 39.25 (3) "Event of withdrawal of a general partner" means an 39.26 event that causes a person to cease to be a general partner as 39.27 provided in section 322A.32. 39.28 (4) "Executed" means signed. 39.29 (5) "Filed with the secretary of state" means that a 39.30 document meeting the applicable requirements of this chapter, 39.31 signed and accompanied by the required filing fee, has been 39.32 delivered to the secretary of state of this state. 39.33 (6) "Foreign limited partnership" means a partnership 39.34 formed under the laws of any state other than this state and 39.35 having as partners one or more general partners and one or more 39.36 limited partners. 40.1(5)(7) "General partner" means a person who has been 40.2 admitted to a limited partnership as a general partner in 40.3 accordance with the partnership agreement and named in the 40.4 certificate of limited partnership as a general partner. 40.5(6)(8) "Limited partner" means a person who has been 40.6 admitted to a limited partnership as a limited partner in 40.7 accordance with the partnership agreement. 40.8(7)(9) "Limited partnership" and "domestic limited 40.9 partnership" mean a partnership formed by two or more persons 40.10 under the laws of this state and having one or more general 40.11 partners and one or more limited partners. 40.12(8)(10) "Partner" means a limited or general partner. 40.13(9)(11) "Partnership agreement" means any valid agreement, 40.14 written or oral, of the partners as to the affairs of a limited 40.15 partnership and the conduct of its business. 40.16(10)(12) "Partnership interest" means a partner's share of 40.17 the profits and losses of a limited partnership and the right to 40.18 receive distributions of partnership assets. 40.19(11)(13) "Person" means a natural person, partnership, 40.20 limited partnership (domestic or foreign), trust, estate, 40.21 association, limited liability company (whether domestic or 40.22 foreign), or corporation. 40.23 (14)(a) "Signed" means that the signature of a person has 40.24 been written on a document, as provided in section 645.44, 40.25 subdivision 14, and, with respect to a document required by this 40.26 chapter to be filed with the secretary of state, means that the 40.27 document has been signed by a person authorized to do so by this 40.28 chapter, the articles or bylaws, or by a resolution approved by 40.29 the partners. 40.30 (b) A signature on a document may be a facsimile affixed, 40.31 engraved, printed, placed, stamped with indelible ink, 40.32 transmitted by facsimile or electronically, or in any other 40.33 manner reproduced on the document. 40.34(12)(15) "State" means a state, territory, or possession 40.35 of the United States, the District of Columbia, or the 40.36 Commonwealth of Puerto Rico. 41.1 Sec. 6. Minnesota Statutes 1996, section 322B.03, 41.2 subdivision 18, is amended to read: 41.3 Subd. 18. [FILED WITH THE SECRETARY OF STATE.] "Filed with 41.4 the secretary of state" means thatan original ofa document 41.5 meeting the applicable requirements of this chapter, signed and 41.6 accompanied by a filing fee of $35, has been delivered to the 41.7 secretary of state of this state. The secretary of state shall 41.8 endorse on the original the word "Filed" and the month, day, and 41.9 year of filing, record the document in the office of the 41.10 secretary of state, and returnthea document to the person who 41.11 delivered it for filing. 41.12 Sec. 7. Minnesota Statutes 1996, section 322B.03, 41.13 subdivision 45, is amended to read: 41.14 Subd. 45. [SIGNED.] (a) "Signed" means that the signature 41.15 of a person has been written on a document, as provided in 41.16 section 645.44, subdivision 14, and, with respect to a document 41.17 required by this chapter to be filed with the secretary of 41.18 state, means that the document has been signed by a person 41.19 authorized to do so by this chapter, the articles of 41.20 organization or operating agreement or a resolution approved by 41.21 theaffirmative vote of the required proportion or number of41.22 governors as required by section 322B.653 or therequired41.23proportion of the voting power of membership interests present41.24and entitled to votemembers as required by section 322B.346. 41.25 (b) A signature on a documentnot required by this chapter41.26to be filed with the secretary of statemay be a facsimile 41.27 affixed, engraved, printed, placed, stamped with indelible ink, 41.28 transmitted by facsimile or electronically, or in any other 41.29 manner reproduced on the document. 41.30 Sec. 8. Minnesota Statutes 1996, section 322B.115, 41.31 subdivision 4, is amended to read: 41.32 Subd. 4. [OPTIONAL PROVISIONS AND SPECIFIC SUBJECTS.] The 41.33 provisions in clauses (1), (7), (15), (16), and (18) may be 41.34 included in the articles of organization or a member control 41.35 agreement under section 322B.37. 41.36 Thefollowingprovisionsrelating to the management of the42.1business or the regulation of the affairs of a limited liability42.2companyin clauses (2) to (6), (8) to (14), and (17) may be 42.3 included in the articles of organization, a member control 42.4 agreement under section 322B.37 or, except for naming persons to42.5serve as the first board of governors, fixing a greater than42.6majority governor or member vote, establishing the rights and42.7priorities for distributions and the rights to share in profits42.8and losses, or giving or prescribing the manner of giving voting42.9rights to persons other than members otherwise than pursuant to42.10the articles of organization, or eliminating or limiting a42.11governor's personal liability, inthe operating agreement: 42.12 (1) the persons to serve as the first board of governors 42.13 may be named in the articles of organization (section 322B.606, 42.14 subdivision 1); 42.15 (2) a manner for increasing or decreasing the number of 42.16 governors may be provided (section 322B.61); 42.17 (3) additional qualifications for governors may be imposed 42.18 (section 322B.613); 42.19 (4) governors may be classified (section 322B.626); 42.20 (5) the day or date, time, and place of board of governors 42.21 meetings may be fixed (section 322B.643, subdivision 1); 42.22 (6) absent governors may be permitted to give written 42.23 consent or opposition to a proposal (section 322B.646); 42.24 (7) a larger than majority vote may be required for board 42.25 of governor action (section 322B.653); 42.26 (8) authority to sign and deliver certain documents may be 42.27 delegated to a manager or agent of the limited liability company 42.28 other than the chief manager (section 322B.673, subdivision 2); 42.29 (9) additional managers may be designated (section 42.30 322B.676); 42.31 (10) additional powers, rights, duties, and 42.32 responsibilities may be given to managers (section 322B.676); 42.33 (11) a method for filling vacant offices may be specified 42.34 (section 322B.686, subdivision 3); 42.35 (12) the day or date, time, and place of regular member 42.36 meetings may be fixed (section 322B.333, subdivision 3); 43.1 (13) certain persons may be authorized to call special 43.2 meetings of members (section 322B.336, subdivision 1); 43.3 (14) notices of member meetings may be required to contain 43.4 certain information (section 322B.34, subdivision 3); 43.5 (15) a larger than majority vote may be required for member 43.6 action (section 322B.346); 43.7 (16) voting rights may be granted in or pursuant to the 43.8 articles of organization to persons who are not members (section 43.9 322B.356, subdivision 3); 43.10 (17) limited liability company actions giving rise to 43.11 dissenter rights may be designated (section 322B.386, 43.12 subdivision 1, paragraph (e)); and 43.13 (18) a governor's personal liability to the limited 43.14 liability company or its members for monetary damages for breach 43.15 of fiduciary duty as a governor may be eliminated or limited in 43.16 the articles (section 322B.663, subdivision 4). 43.17 The board may by resolution take an action that may be 43.18 included in the operating agreement under this subdivision 43.19 without including it in the operating agreement, unless it is 43.20 required to be included in the operating agreement by another 43.21 provision of this chapter. 43.22 Sec. 9. Minnesota Statutes 1996, section 322B.12, 43.23 subdivision 1, is amended to read: 43.24 Subdivision 1. [REQUIREMENTS AND PROHIBITIONS.] The 43.25 limited liability company name must: 43.26 (1) be in the English language or in any other language 43.27 expressed in English letters or characters; 43.28 (2) contain the words "limited liability company," or must 43.29 contain the abbreviation "LLC" or, in the case of an 43.30 organization formed pursuant to section 319A.03, must meet the 43.31 requirements of section 319A.07 applicable to a limited 43.32 liability company; 43.33 (3) not contain the word corporation or incorporated and 43.34 must not contain the abbreviation of either or both of these 43.35 words; 43.36 (4) not contain a word or phrase that indicates or implies 44.1 that it is organized for a purpose other than a legal business 44.2 purpose; and 44.3 (5) be distinguishable upon the records in the office of 44.4 the secretary of state from the name of each domestic limited 44.5 liability company, limited liability partnership, corporation, 44.6 and limited partnership, whether profit or nonprofit, and each 44.7 foreign limited liability company, limited liability 44.8 partnership, corporation, and limited partnership authorized or 44.9 registered to do business in this state, whether profit or 44.10 nonprofit, and each name the right to which is, at the time of 44.11 organization, reserved as provided for in sections 302A.117, 44.12 317A.117, 322A.03, 322B.125, or 333.001 to 333.54, unless there 44.13 is filed with the articles of organization one of the following: 44.14 (i) the written consent of the domestic limited liability 44.15 company, limited liability partnership, corporation, or limited 44.16 partnership or the foreign limited liability company, limited 44.17 liability partnership, corporation, or limited partnership 44.18 authorized or registered to do business in this state or the 44.19 holder of a reserved name or a name filed by or registered with 44.20 the secretary of state under sections 333.001 to 333.54 having a 44.21 name that is not distinguishable; 44.22 (ii) a certified copy of a final decree of a court in this 44.23 state establishing the prior right of the applicant to the use 44.24 of the name in this state; or 44.25 (iii) the applicant's affidavit that the limited liability 44.26 company, corporation, or limited partnership with the name that 44.27 is not distinguishable has been organized, incorporated, or on 44.28 file in this state for at least three years prior to the 44.29 affidavit, if it is a domestic limited liability company, 44.30 corporation, or limited partnership, or has been authorized or 44.31 registered to do business in this state for at least three years 44.32 prior to the affidavit, if it is a foreign limited liability 44.33 company, corporation, or limited partnership, or that the holder 44.34 of a name filed or registered with the secretary of state under 44.35 sections 333.001 to 333.54 filed or registered that name at 44.36 least three years prior to the affidavit, that the limited 45.1 liability company, corporation, or limited partnership or holder 45.2 has not during the three-year period before the affidavit filed 45.3 any document with the secretary of state; that the applicant has 45.4 mailed written notice to the limited liability company, 45.5 corporation, or limited partnership or the holder of a name 45.6 filed or registered with the secretary of state under sections 45.7 333.001 to 333.54 by certified mail, return receipt requested, 45.8 properly addressed to the registered office of the limited 45.9 liability company or corporation or in care of the agent of the 45.10 limited partnership, or the address of the holder of a name 45.11 filed or registered with the secretary of state under sections 45.12 333.001 to 333.54, shown in the records of the secretary of 45.13 state, stating that the applicant intends to use a name that is 45.14 not distinguishable and the notice has been returned to the 45.15 applicant as undeliverable to the addressee limited liability 45.16 company, corporation, or limited partnership or holder of a name 45.17 filed or registered with the secretary of state under sections 45.18 333.001 to 333.54; that the applicant, after diligent inquiry, 45.19 has been unable to find any telephone listing for the limited 45.20 liability company, corporation, or limited partnership with the 45.21 name that is not distinguishable in the county in which is 45.22 located the registered office of the limited liability company, 45.23 corporation, or limited partnership shown in the records of the 45.24 secretary of state or has been unable to find any telephone 45.25 listing for the holder of a name filed or registered with the 45.26 secretary of state under sections 333.001 to 333.54 in the 45.27 county in which is located the address of the holder shown in 45.28 the records of the secretary of state; and that the applicant 45.29 has no knowledge that the limited liability company, 45.30 corporation, or limited partnership or holder of a name filed or 45.31 registered with the secretary of state under sections 333.001 to 45.32 333.54 is currently engaged in business in this state. 45.33 Sec. 10. Minnesota Statutes 1996, section 322B.33, is 45.34 amended by adding a subdivision to read: 45.35 Subd. 10. [CONTRACTUAL RIGHTS.] A denial or limitation of 45.36 preemptive rights otherwise provided in this section does not 46.1 limit the power of a limited liability company to grant first 46.2 refusal rights, contribution allowance rights, or other rights 46.3 to make contributions to the limited liability company to 46.4 members, persons who have entered into contribution agreements, 46.5 or other persons before accepting contributions or making 46.6 contribution allowance agreements with any other person. 46.7 Sec. 11. Minnesota Statutes 1996, section 322B.346, 46.8 subdivision 2, is amended to read: 46.9 Subd. 2. [VOTING BY CLASS OR SERIES.] In any case where a 46.10 class or series of membership interests is entitled by this 46.11 chapter, the articles of organization,the operating agreement,46.12 or the terms of the membership interests to vote as a class or 46.13 series, the matter being voted upon must also receive the 46.14 affirmative vote of the owners of the same proportion of the 46.15 membership interests present of that class or series, or of the 46.16 total outstanding membership interests of that class or series, 46.17 as the proportion required pursuant to subdivision 1, unless the 46.18 articles require a larger proportion. Unless otherwise stated 46.19 in the articles or operating agreement in the case of voting as 46.20 a class or series, the minimum percentage of the total voting 46.21 power of membership interests of the class or series that must 46.22 be present is equal to the minimum percentage of all membership 46.23 interests entitled to vote required to be present under section 46.24 322B.353. 46.25 Sec. 12. Minnesota Statutes 1996, section 322B.356, 46.26 subdivision 1, is amended to read: 46.27 Subdivision 1. [DETERMINATION.] The board of governors may 46.28 fix, or authorize a manager to fix, a date not more than 60 46.29 days, or a shorter time period provided in the articles of 46.30 organization or operating agreement, before the date of a 46.31 meeting of members as the date for the determination of the 46.32 owners of membership interests entitled to notice of and 46.33 entitled to vote at the meeting. When a date is so fixed, only 46.34 members on that date are entitled to notice of and permitted to 46.35 vote at that meeting of members. 46.36 Sec. 13. Minnesota Statutes 1996, section 322B.363, 47.1 subdivision 1, is amended to read: 47.2 Subdivision 1. [AUTHORIZATION.] A member may cast or 47.3 authorize the casting of a vote by filing a written appointment 47.4 of a proxy with a manager of the limited liability company at or 47.5 before the meeting at which the appointment is to be effective. 47.6 A written appointment of a proxy may be signed by the member or 47.7 authorized by the member by transmission of a telegram, 47.8 cablegram, or other means of electronic transmission, provided 47.9 that the limited liability company has no reason to believe that 47.10 the telegram, cablegram, or other electronic transmission was 47.11 not authorized by the member. Any copy, facsimile, 47.12 telecommunication, or other reproduction of the original writing 47.13 or transmission may be substituted or used in lieu of the 47.14 original writing or transmission for any purpose for which the 47.15 original transmission could be used, if the copy, facsimile 47.16 telecommunication, or other reproduction is a complete and 47.17 legible reproduction of the entire original writing or 47.18 transmission. An appointment of a proxy for membership 47.19 interests owned jointly by two or more members is valid if 47.20 signed or otherwise authorized by any one of them, unless the 47.21 limited liability company receives from any one of those members 47.22 written notice either denying the authority of that person to 47.23 appoint a proxy or appointing a different proxy. 47.24 Sec. 14. Minnesota Statutes 1996, section 322B.383, is 47.25 amended by adding a subdivision to read: 47.26 Subd. 3. [RIGHTS NOT TO APPLY.] If a date is fixed 47.27 according to section 322B.356, subdivision 1, for the 47.28 determination of members entitled to receive notice of and to 47.29 vote on an action described in subdivision 1, only members as of 47.30 the date fixed may exercise dissenters' rights. 47.31 Sec. 15. Minnesota Statutes 1996, section 322B.386, 47.32 subdivision 3, is amended to read: 47.33 Subd. 3. [NOTICE OF DISSENT.] If the proposed action must 47.34 be approved by the members, a member who is entitled to dissent 47.35 under section 322B.383 and who wishes to exercise dissenters' 47.36 rights must file with the limited liability company before the 48.1 vote on the proposed action a written notice of intent to demand 48.2 the fair value of the membership interests owned by the member 48.3 and must not vote the membership interests in favor of the 48.4 proposed action. 48.5 Sec. 16. Minnesota Statutes 1996, section 322B.699, 48.6 subdivision 9, is amended to read: 48.7 Subd. 9. [INDEMNIFICATION OF OTHER PERSONS.] Nothing in 48.8 this section must be construed to limit the power of the limited 48.9 liability company to indemnifyotherpersons other than a 48.10 governor, manager, member, employee, or member of a committee of 48.11 the board of the limited liability company, by contract or 48.12 otherwise. 48.13 Sec. 17. Minnesota Statutes 1996, section 323.02, is 48.14 amended by adding a subdivision to read: 48.15 Subd. 10. [FILED WITH THE SECRETARY OF STATE.] "Filed with 48.16 the secretary of state" means that a document meeting the 48.17 applicable requirements of this chapter, signed and accompanied 48.18 by the required filing fee, has been delivered to the secretary 48.19 of state of this state. The secretary of state shall endorse on 48.20 the document the word "Filed" and the month, day, and year of 48.21 filing, record the document in the office of the secretary of 48.22 state, and return a document to the person who delivered it for 48.23 filing. 48.24 Sec. 18. Minnesota Statutes 1996, section 323.02, is 48.25 amended by adding a subdivision to read: 48.26 Subd. 11. [SIGNED.] (a) "Signed" means that the signature 48.27 of a person has been written on a document, as provided in 48.28 section 645.44, subdivision 14, and, with respect to a document 48.29 required by this chapter to be filed with the secretary of 48.30 state, means that the document has been signed by a person 48.31 authorized to do so by this chapter, the articles or bylaws, or 48.32 by a resolution approved by the partners. 48.33 (b) A signature on a document may be a facsimile affixed, 48.34 engraved, printed, placed, stamped with indelible ink, 48.35 transmitted by facsimile or electronically, or in any other 48.36 manner reproduced on the document. 49.1 Sec. 19. Minnesota Statutes 1996, section 333.001, 49.2 subdivision 5, is amended to read: 49.3 Subd. 5. [EXECUTED.] "Executed" meansexecuted by one49.4natural person, if a proprietorship; by a general partner if a49.5general or limited partnership or limited liability partnership;49.6by a manager, if a limited liability company; by an officer, if49.7a corporation; by a trustee, if a trust; or by a beneficial49.8owner or managing agent, if some other form of business49.9organizationsigned. 49.10 Sec. 20. Minnesota Statutes 1996, section 333.001, is 49.11 amended by adding a subdivision to read: 49.12 Subd. 6. [SIGNED.] (a) "Signed" means that the signature 49.13 of a person has been written on a document, as provided in 49.14 section 645.44, subdivision 14, and, with respect to a document 49.15 required by this chapter to be filed with the secretary of 49.16 state, means that the document has been signed by a person 49.17 authorized to do so by the organizational documents, bylaws, 49.18 agreements, or by a resolution approved by the ultimately 49.19 responsible managing entity for the business organization. 49.20 (b) A signature on a document may be a facsimile affixed, 49.21 engraved, printed, placed, stamped with indelible ink, 49.22 transmitted by facsimile or electronically, or in any other 49.23 manner reproduced on the document. 49.24 Sec. 21. Minnesota Statutes 1996, section 333.001, is 49.25 amended by adding a subdivision to read: 49.26 Subd. 7. [FILED WITH THE SECRETARY OF STATE.] "Filed with 49.27 the secretary of state" means that a document meeting the 49.28 applicable requirements of this chapter, signed and accompanied 49.29 by the required filing fee, has been delivered to the secretary 49.30 of state of this state. The secretary of state shall endorse on 49.31 the document the word "Filed" and the month, day, and year of 49.32 filing, record the document in the office of the secretary of 49.33 state, and return a document to the person who delivered it for 49.34 filing.