1.1                          A bill for an act 
  1.2             relating to legislative enactments; correcting 
  1.3             miscellaneous oversights, inconsistencies, 
  1.4             ambiguities, unintended results, and technical errors; 
  1.5             amending Minnesota Statutes 1998, section 322B.115, 
  1.6             subdivision 4. 
  1.7   BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
  1.8      Section 1.  Minnesota Statutes 1998, section 322B.115, 
  1.9   subdivision 4, is amended to read: 
  1.10     Subd. 4.  [OPTIONAL PROVISIONS AND SPECIFIC SUBJECTS.] The 
  1.11  provisions in clauses (1), (7), (15), (16), and (18) may be 
  1.12  included in the articles of organization or a member control 
  1.13  agreement under section 322B.37. 
  1.14     The provisions in clauses (2) to (6), (8) to (14), and (17) 
  1.15  may be included in the articles of organization, a member 
  1.16  control agreement under section 322B.37 or the operating 
  1.17  agreement: 
  1.18     (1) the persons to serve as the first board of governors 
  1.19  may be named in the articles of organization (section 322B.606, 
  1.20  subdivision 1); 
  1.21     (2) a manner for increasing or decreasing the number of 
  1.22  governors may be provided (section 322B.61); 
  1.23     (3) additional qualifications for governors may be imposed 
  1.24  (section 322B.613); 
  1.25     (4) governors may be classified (section 322B.626); 
  1.26     (5) the day or date, time, and place of board of governors 
  2.1   meetings may be fixed (section 322B.643, subdivision 1); 
  2.2      (6) absent governors may be permitted to give written 
  2.3   consent or opposition to a proposal (section 322B.646); 
  2.4      (7) a larger than majority vote may be required for board 
  2.5   of governor action (section 322B.653); 
  2.6      (8) authority to sign and deliver certain documents may be 
  2.7   delegated to a manager or agent of the limited liability company 
  2.8   other than the chief manager (section 322B.673, subdivision 2); 
  2.9      (9) additional managers may be designated (section 
  2.10  322B.676); 
  2.11     (10) additional powers, rights, duties, and 
  2.12  responsibilities may be given to managers (section 322B.676); 
  2.13     (11) a method for filling vacant offices may be specified 
  2.14  (section 322B.686, subdivision 3); 
  2.15     (12) the day or date, time, and place of regular member 
  2.16  meetings may be fixed (section 322B.333, subdivision 3); 
  2.17     (13) certain persons may be authorized to call special 
  2.18  meetings of members (section 322B.336, subdivision 1); 
  2.19     (14) notices of member meetings may be required to contain 
  2.20  certain information (section 322B.34, subdivision 3); 
  2.21     (15) a larger than majority vote may be required for member 
  2.22  action (section 322B.346); 
  2.23     (16) voting rights may be granted in or pursuant to the 
  2.24  articles of organization to persons who are not members (section 
  2.25  322B.356, subdivision 3); 
  2.26     (17) limited liability company actions giving rise to 
  2.27  dissenter rights may be designated (section 322B.386, 
  2.28  subdivision 1, paragraph (e)); and 
  2.29     (18) a governor's personal liability to the limited 
  2.30  liability company or its members for monetary damages for breach 
  2.31  of fiduciary duty as a governor may be eliminated or limited ~~in~~ 
  2.32  ~~the articles (section 322B.663, subdivision 4)~~. 
  2.33     Nothing in this subdivision limits the right of the board, 
  2.34  by resolution, to take an action that may be included in the 
  2.35  operating agreement under this subdivision without including it 
  2.36  in the operating agreement, unless it is required to be included 
  3.1   in the operating agreement by another provision of this chapter.