1.1 	A bill for an act
1.2 	relating to corporations; recodifying and modernizing
1.3 	the law regulating the formation, structure, and
1.4 	operation of certain corporations; making
1.5 	miscellaneous technical and clarifying changes;
1.6 	amending Minnesota Statutes 2004, sections 47.12;
1.7 	47.15; 47.16; 48.02; 48.03; 48.033; 48.04; 48.06;
1.8 	48.07; 48A.01, subdivision 1; 48A.04, subdivisions 1,
1.9 	3; 49.41; 50.001; 50.06; 50.085, subdivision 1;
1.10 	51A.03, subdivision 2b; 51A.131; 51A.17; 51A.21,
1.11 	subdivision 1; 117.232, subdivision 1; 161.433,
1.12 	subdivision 3; 181.970, subdivision 2; 237.81; 301.75;
1.13 	302A.011, subdivision 4; 302A.021, subdivision 10, by
1.14 	adding a subdivision; 302A.031, by adding a
1.15 	subdivision; 303.02, subdivision 2; 317A.021,
1.16 	subdivision 9; 322B.02; 398A.04, subdivision 6;
1.17 	453.55, subdivision 11; 453A.05, subdivision 11;
1.18 	proposing coding for new law in Minnesota Statutes,
1.19 	chapters 47; 48; 50; repealing Minnesota Statutes
1.20 	2004, sections 48.056, subdivision 3; 300.01; 300.02;
1.21 	300.025; 300.05; 300.06; 300.08; 300.081; 300.083;
1.22 	300.09; 300.12; 300.13; 300.131; 300.14; 300.16;
1.23 	300.17; 300.18; 300.19; 300.20; 300.21; 300.22;
1.24 	300.23; 300.24; 300.25; 300.26; 300.27; 300.28;
1.25 	300.29; 300.30; 300.31; 300.32; 300.33; 300.34;
1.26 	300.35; 300.36; 300.37; 300.38; 300.39; 300.40;
1.27 	300.41; 300.42; 300.43; 300.44; 300.45; 300.451;
1.28 	300.46; 300.49; 300.51; 300.52; 300.53; 300.54;
1.29 	300.55; 300.57; 300.58; 300.59; 300.60; 300.61;
1.30 	300.62; 300.63.
1.31 	BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:

1.32 	ARTICLE 1
1.33 	FINANCIAL CORPORATIONS

1.34 	Section 1. Minnesota Statutes 2004, section 47.12, is
1.35 	amended to read:
1.36 	47.12 FINANCIAL CORPORATIONS.
1.37 		Subdivision 1.Purposes. Corporations may be formed for
1.38 	any one of the following purposes:
2.1 	(1) carrying on the business of banking, by receiving
2.2 	deposits, buying, selling, and discounting notes, bills, and
2.3 	other evidences of debt legal for investment, domestic or
2.4 	foreign, dealing in gold and silver bullion and foreign coins,
2.5 	issuing circulating notes, and loaning money upon real estate or
2.6 	personal security or upon the creditworthiness of the borrower;
2.7 	(2) establishing and conducting clearinghouses, for
2.8 	effecting, in one place, the speedy and systematic daily
2.9 	exchange and adjustment of balances between banks and bankers in
2.10 	any municipality, town, or county, establishing and enforcing
2.11 	uniform methods of conducting the banking business in such
2.12 	locality, and adjusting disputes or misunderstandings between
2.13 	members of such clearinghouse engaged in the banking business;
2.14 	(3) creating and conducting savings banks for the
2.15 	reception, on deposit, of money offered for that purpose, the
2.16 	investment thereof, and the declaring, crediting, and paying of
2.17 	dividends or interest thereon, as authorized and provided by
2.18 	law;
2.19 	(4) transacting business as a trust company in conformity
2.20 	with the laws relating thereto; and
2.21 	(5) carrying on, in accordance with law, the business of
2.22 	savings associations.
2.23 		Subd. 2.Organization. (a) Three or more persons may
2.24 	form a corporation for any of the purposes specified in this
2.25 	section by applying to the Department of Commerce and complying
2.26 	with all applicable organizational requirements and the
2.27 	conditions set out in clauses (1) to (7).  The incorporators
2.28 	must subscribe a certificate specifying:
2.29 	(1) the corporation's name, which must distinguish it from
2.30 	all other corporations authorized to do business in this state,
2.31 	and must contain the word "company," "corporation," "bank,"
2.32 	"trust," "association," or "incorporated";
2.33 	(2) the general nature of the corporation's business and
2.34 	its principal place of business;
2.35 	(3) the period of its duration, if limited;
2.36 	(4) the names and places of residence of the incorporators;
3.1 	(5) the board in which the management of the corporation
3.2 	will be vested, the date of the annual meeting at which it will
3.3 	be elected, and the names and addresses of the board members
3.4 	until the first election, a majority of whom must always be
3.5 	residents of this state or reside within 50 miles of the main
3.6 	office of the corporation;
3.7 	(6) the amount of capital stock, if any, how the capital
3.8 	stock is to be paid in, the number of shares into which it is to
3.9 	be divided, and the par value of each share; and, if there is to
3.10 	be more than one class, a description and the terms of issue of
3.11 	each class, and the method of voting on each class; and 
3.12 	(7) the highest amount of indebtedness or liability to
3.13 	which the corporation will at any time be subject.  However, a
3.14 	corporation subject to section 48.27 may show its highest amount
3.15 	of indebtedness to be 30 times the amount of its capital and
3.16 	actual surplus.
3.17 	The certificate may contain any other lawful provision
3.18 	defining and regulating the powers and business of the
3.19 	corporation, its officers, directors, trustees, members, and
3.20 	stockholders.
3.21 	(b) A person doing business in this state may contest the
3.22 	subsequent registration of a name with the office of the
3.23 	secretary of state as provided in section 5.22.
3.24 		Subd. 3.Powers. (a) A corporation formed under this
3.25 	chapter may:
3.26 	(1) be known by its corporate name for the time stated in
3.27 	its certificate of incorporation;
3.28 	(2) sue and be sued in any court;
3.29 	(3) have, use, and alter a common seal, but a seal must not
3.30 	be required;
3.31 	(4) acquire, by purchase or otherwise, and hold, enjoy,
3.32 	improve, lease, encumber, and convey all real and personal
3.33 	property necessary for the purposes of its organization, subject
3.34 	to the limitations hereafter declared;
3.35 	(5) elect or appoint in any manner it determines all
3.36 	necessary or proper officers, agents, boards, and committees, to
4.1 	fix their compensation, and to define their powers and duties;
4.2 	(6) make and amend consistently with law bylaws providing
4.3 	for the management of its property and the regulation and
4.4 	government of its affairs; and 
4.5 	(7) wind up and liquidate its business in the manner
4.6 	provided by law.
4.7 	(b) A corporation formed under this chapter shall indemnify
4.8 	persons against certain expenses and liabilities only as
4.9 	provided in section 302A.521.

4.10 	Sec. 2. [47.13] APPLICATION OF BUSINESS CORPORATION ACT.
4.11 	The provisions of chapter 302A, other than sections
4.12 	302A.471, 302A.473, 302A.671, 302A.673, 302A.675, and 302A.701
4.13 	to 302A.791, apply to corporations formed for any of the
4.14 	purposes specified in section 47.12, except:
4.15 	(1) that section 302A.215, subdivisions 2 and 3, only apply
4.16 	if the corporation's certificate of incorporation provides
4.17 	cumulative voting; and 
4.18 	(2) to the extent those provisions are inconsistent with
4.19 	any of the provisions of this chapter and chapters 46 to 50.

4.20 	Sec. 3. Minnesota Statutes 2004, section 47.15, is amended
4.21 	to read:
4.22 	47.15 BYLAWS; ~~WHERE FILED~~ STATEMENTS.
4.23 		Subdivision 1.Adoption of bylaws. Initial bylaws may be
4.24 	adopted pursuant to section 302A.171 by the incorporators.  If
4.25 	not adopted by the incorporators, the bylaws must be adopted by
4.26 	the first board.  Unless reserved by the articles to the
4.27 	shareholders, the power to adopt, amend, or repeal the bylaws is
4.28 	vested in the board.  The power of the board is subject to the
4.29 	power of the shareholders, exercisable in the manner provided in
4.30 	section 302A.181, subdivision 3, to adopt, amend, or repeal
4.31 	bylaws adopted, amended, or repealed by the board.  The bylaws
4.32 	may be amended by the shareholders at a regular or special
4.33 	meeting called for that purpose.  After the adoption of the
4.34 	initial bylaws, the board shall not adopt, amend, or repeal a
4.35 	bylaw fixing a quorum for meetings of shareholders, prescribing
4.36 	procedures for removing directors or filling vacancies in the
5.1 	board, or fixing the number of directors or their
5.2 	classifications, qualifications, or terms of office, but may
5.3 	adopt or amend a bylaw to increase the number of directors.
5.4 		Subd. 2.Filing. Within 90 days after the adoption of
5.5 	bylaws or any amendment thereof, a certified copy of the same
5.6 	shall be filed with the commissioner of commerce.

5.7 	Sec. 4. Minnesota Statutes 2004, section 47.16, is amended
5.8 	to read:
5.9 	47.16 CERTIFICATION BY COMMISSIONER.
5.10 		Subdivision 1.Filing. The certificate of a corporation
5.11 	must be filed for record with the secretary of state.  If the
5.12 	secretary of state finds that it conforms to law and that the
5.13 	required fee has been paid, the secretary of state must record
5.14 	it and certify that fact on it.  The secretary of state may not
5.15 	accept a certificate for filing unless the certificate also
5.16 	contains the endorsement of the commissioner of commerce.
5.17 		Subd. 2.Certificate of authority. If the commissioner
5.18 	of commerce is satisfied that the corporation has been organized
5.19 	for legitimate purposes, and under such conditions as to merit
5.20 	and have public confidence, and that all provisions of law
5.21 	applicable to every branch of business in which, by the terms of
5.22 	its certificate, it is authorized to engage, have been complied
5.23 	with, the commissioner shall so certify.  When the original
5.24 	certificate and the certificate of incorporation from the
5.25 	secretary of state is filed with the commissioner of commerce,
5.26 	the commissioner shall, within 60 days thereafter, execute and
5.27 	deliver to it a certificate of authority.

5.28 	Sec. 5. [47.171] CERTIFICATES OF INCORPORATION,
5.29 	AMENDMENT; EXCEPTIONS.
5.30 	The certificate of incorporation of a financial corporation
5.31 	organized and existing under the laws of this state may be
5.32 	amended to change its name; to increase or decrease its capital
5.33 	stock; to change the number and, subject to section 48.02, the
5.34 	par value of the shares of its capital stock; to eliminate or
5.35 	limit a director's personal liability; or in respect to another
5.36 	matter which an original certificate of a corporation of the
6.1 	same kind might lawfully have contained.  The change must be
6.2 	accomplished by the adoption of a resolution specifying the
6.3 	proposed amendment at a regular meeting or at a special meeting
6.4 	called for that expressly stated purpose, in either of the
6.5 	following ways:
6.6 	(1) by a majority vote of all its shares; or 
6.7 	(2) by a majority vote of its entire board of directors
6.8 	within one year after authorization by specific resolution duly
6.9 	adopted at a meeting of shareholders.  The resolution must be
6.10 	included in a certificate duly executed by its president and
6.11 	secretary, or other presiding and recording officers, and
6.12 	approved and filed in the manner prescribed for the execution,
6.13 	approval, and filing of a like original certificate.

6.14 	Sec. 6. [47.172] RESTATED CERTIFICATES OF INCORPORATION.
6.15 		Subdivision 1.Procedure. A financial corporation may by
6.16 	action taken in the same manner required for amendment of
6.17 	certificates of incorporation adopt a restated certificate of
6.18 	incorporation consisting of the certificate of incorporation as
6.19 	amended to date.  The restated certificate of incorporation may
6.20 	be adopted in connection with an amendment to the certificate of
6.21 	incorporation.  The restated certificate of incorporation must
6.22 	contain all the statements required by section 47.12,
6.23 	subdivision 2, to be included in the original certificate of
6.24 	incorporation except that:  in lieu of setting forth the names
6.25 	and addresses of the first board of directors, the restated
6.26 	certificate of incorporation must include the names and
6.27 	addresses of the directors at the time of the adoption of the
6.28 	restated certificate of incorporation; and no statement need be
6.29 	made with respect to the names and addresses of the
6.30 	incorporators.
6.31 		Subd. 2.Effect. The certificate to be filed to
6.32 	accomplish a restated certificate of incorporation must be
6.33 	entitled "restated certificate of incorporation of (name of
6.34 	financial corporation)" and must contain a statement that the
6.35 	restated certificate supersedes and takes the place of the
6.36 	existing certificate of incorporation and all amendments to it.
7.1 	The restated certificate of incorporation when executed, filed
7.2 	and recorded in the manner prescribed for certificate of
7.3 	amendment supersedes and takes the place of an existing
7.4 	certificate of incorporation and amendments to it.  The
7.5 	secretary of state upon request must certify the restated
7.6 	certificate of incorporation.

7.7 	Sec. 7. Minnesota Statutes 2004, section 48.02, is amended
7.8 	to read:
7.9 	48.02 CAPITAL AND SURPLUS; PREPAYMENT OF CAPITAL.
7.10 	(a) The capital and surplus of every state bank hereafter
7.11 	organized shall be at least $250,000. The capital stock of a
7.12 	state bank must be divided into shares of not less than $1.In
7.13 	addition thereto undivided profits shall be provided for in such
7.14 	an amount as the commissioner shall determine to be adequate
7.15 	under the circumstances to avoid any possible impairment of
7.16 	capital and surplus.  The total of these outlays shall be known
7.17 	as capital funds, and payment thereof shall be made in full, in
7.18 	cash or authorized securities, deposited in an approved
7.19 	custodial bank, and certified to the commissioner, under oath of
7.20 	the president, and cashier or other chief financial officer, as
7.21 	well as the custodial bank, before the proposed state bank shall
7.22 	be authorized to commence business.  The capital funds of a
7.23 	proposed bank shall not be less than a total amount which the
7.24 	commissioner considers necessary, having in mind the deposit
7.25 	potential for such a proposed bank and current banking industry
7.26 	standards of capital adequacy.
7.27 	(b) The directors of a state bank may issue shares of its
7.28 	unissued, authorized capital stock and may fix the amount of
7.29 	money or the actual value of the consideration for which the
7.30 	stock is issued.

7.31 	Sec. 8. Minnesota Statutes 2004, section 48.03, is amended
7.32 	to read:
7.33 	48.03  ~~STOCK LIST; STOCKHOLDERS' LIABILITY~~ SHARES.
7.34 		Subdivision 1.Shareholder list. The president and
7.35 	cashier of any bank of discount and deposit shall at all times
7.36 	keep an accurate verified list of all its ~~stockholders~~ 
8.1 	shareholders, with the amount of ~~stock~~ shares held by each, the
8.2 	dates of all transfers and names of transferees.
8.3 		Subd. 2.Shareholder liability. Except as provided in
8.4 	section ~~300.27~~ 302A.425, no ~~stockholder~~ shareholder in any bank
8.5 	of discount and deposit or in any banking or trust corporation
8.6 	or association shall be personally liable for debts of such
8.7 	bank, corporation or association.
8.8 		Subd. 3.Effect of transfer; share books. The transfer
8.9 	of shares is not binding upon the company until it is regularly
8.10 	entered on the books of the company to show the names of the
8.11 	persons by and to whom transferred, the number or other
8.12 	designation of the shares, and the date of the transfer.  The
8.13 	books of the company must be kept to show intelligibly the
8.14 	original shareholders, their respective interests, the amount
8.15 	which has been paid in on their shares, and all transfers of the
8.16 	shares.
8.17 		Subd. 4.Record of shares. The directors must cause
8.18 	accurate and complete records to be kept of all corporate
8.19 	proceedings and of all shares subscribed, transferred, canceled,
8.20 	or retired and proper books, accounts, files, and records of all
8.21 	other business transacted.

8.22 	Sec. 9. [48.032] PREEMPTIVE RIGHTS.
8.23 	(a) Unless otherwise denied or limited in the certificate
8.24 	of incorporation or by the board pursuant to section 302A.401,
8.25 	subdivision 2, paragraph (b), a shareholder of a banking
8.26 	institution has the preemptive rights provided in section
8.27 	302A.413.
8.28 	(b) If preemptive rights are denied or limited pursuant to
8.29 	paragraph (a) after a shareholder has acquired shares, the
8.30 	shareholder has the rights of a dissenting shareholder under
8.31 	paragraph (c).
8.32 	(c) A shareholder may dissent from and obtain payment for
8.33 	the value of the shareholder's shares in the event that
8.34 	preemptive rights are denied or limited pursuant to paragraph
8.35 	(a) by objecting to the action and demanding payment for the
8.36 	shareholder's shares at a meeting of the shareholders held on
9.1 	the action or within 20 days after the meeting.  If the denial
9.2 	or limitation of preemptive rights takes effect at any time
9.3 	after this demand, the shareholder may, at any time within 60
9.4 	days after the demand, apply to the district court in the county
9.5 	of the banking institution's principal place of business for the
9.6 	appointment of three persons to appraise the value of that
9.7 	person's shares.  The court shall appoint the appraisers and
9.8 	designate the time and the place of their first meeting, give
9.9 	directions with regard to their proceedings the court considers
9.10 	proper, and direct the time and manner in which payment must be
9.11 	made of the value of that person's shares to the shareholder.
9.12 	The appraisers shall meet at the time and place designated,
9.13 	after being duly sworn to discharge their duties honestly and
9.14 	faithfully, make and certify a written estimate of the value of
9.15 	the stock at the time of the appraisal, and deliver one copy to
9.16 	the banking institution and another to the shareholder.  The
9.17 	shareholder and the banking institution shall each pay one-half
9.18 	of the charges and expenses of the appraisers.

9.19 	Sec. 10. Minnesota Statutes 2004, section 48.04, is
9.20 	amended to read:
9.21 	48.04 INCREASE AND REDUCTION OF CAPITAL.
9.22 	No increase or reduction of the capital of any banking
9.23 	institution shall be valid until the entire new capital has been
9.24 	paid in cash, and certified to the commissioner under oath of
9.25 	the president, vice-president, or cashier.  The commissioner
9.26 	shall thereupon issue a certificate of that fact and of approval
9.27 	thereof.  No reduction of the surplus of any banking institution
9.28 	shall be valid until such reduction has been approved by the
9.29 	commissioner of commerce.  No reduction shall affect the
9.30 	liability of any ~~stockholder~~ shareholder for any indebtedness
9.31 	incurred prior thereto.
9.32 	For purposes of this section, directors have the authority
9.33 	granted under section 48.02, paragraph (b).

9.34 	Sec. 11. Minnesota Statutes 2004, section 48.06, is
9.35 	amended to read:
9.36 	48.06  BOARD OF DIRECTORS~~; QUALIFICATIONS~~.
10.1 		Subdivision 1.Size. The business of a bank must be
10.2 	managed by a board of at least five directors, unless a greater
10.3 	number is otherwise required by law.  A board of directors of a
10.4 	financial institution referred to in section 47.12 which has
10.5 	fewer than five members on August 1, 1995, is not subject to
10.6 	this requirement but may be increased to not more than five
10.7 	members by order of the commissioner of commerce.
10.8 	If the number of directors exceeds nine, they may
10.9 	designate, semiannually, by resolution, nine of their number, a
10.10 	majority of whom constitutes a quorum for the transaction of
10.11 	business.  Every director of a bank shall take and subscribe an
10.12 	oath to faithfully perform the official duties of a director,
10.13 	and not knowingly violate, or permit to be violated, any
10.14 	provision of law.  The taking of this oath must be duly
10.15 	certified in the minutes of the records of the bank.
10.16 		Subd. 2.Classes. In its certificate of incorporation, a
10.17 	corporation may establish classes of its directors and the terms
10.18 	for each class.  No class may be elected for a term of less than
10.19 	one year, or more than five years, and the term of office of at
10.20 	least one class must expire each year.
10.21 		Subd. 3.Vacancies. If the certificate of incorporation
10.22 	or the bylaws so provides, a vacancy in the board of directors
10.23 	may be filled by the remaining directors.  Not more than
10.24 	one-third of the members of the board may be so filled in any
10.25 	one year except any number may be appointed to provide for at
10.26 	least five directors until any subsequent meeting of the
10.27 	shareholders.
10.28 		Subd. 4.Quorum to do business. Except as otherwise
10.29 	provided in subdivision 1, a majority of the directors
10.30 	constitutes a quorum for the transaction of business.
10.31 		Subd. 5.Action without meeting. Any action which might
10.32 	be taken at a meeting of the board of directors may be taken
10.33 	without a meeting if done in writing signed by all of the
10.34 	directors.

10.35 	Sec. 12. Minnesota Statutes 2004, section 48.07, is
10.36 	amended to read:
11.1 	48.07 OFFICERS; APPOINTMENT, REMOVAL.
11.2 	The board of directors of a bank or trust company organized
11.3 	under the laws of this state shall have full power and authority
11.4 	at any time to appoint and remove any officer or employee.
11.5 	Every bank or trust company organized under the laws of
11.6 	this state, except when otherwise specially provided, must have
11.7 	a president, secretary, and treasurer, and may have one or more
11.8 	vice-presidents and other officers, as its certificate of
11.9 	incorporation or bylaws may provide.  Their respective duties
11.10 	must be prescribed in the certificate of incorporation or in the
11.11 	bylaws.  Only one president of record may act on behalf of the
11.12 	bank or trust company; however, additional officers may be
11.13 	titled president for purposes of empowering those additional
11.14 	officers to function as managing officers of detached facilities
11.15 	of banks.

11.16 	Sec. 13. Minnesota Statutes 2004, section 49.41, is
11.17 	amended to read:
11.18 	49.41 RIGHTS OF DISSENTING ~~STOCKHOLDERS~~ SHAREHOLDERS.
11.19 	Any ~~stockholder~~ shareholder not voting in favor of the
11.20 	agreement of consolidation or merger at the meeting prescribed
11.21 	in section 49.37 may, at that meeting, or within 20 days
11.22 	thereafter, object to the consolidation or merger and demand
11.23 	payment for that person's ~~stock~~ shares.  If the consolidation or
11.24 	merger takes effect at any time after this demand,
11.25 	the ~~stockholder~~ shareholder may, at any time within 60 days
11.26 	thereafter, apply to the district court in the county wherein is
11.27 	situated the principal place of business of the corporation with
11.28 	which the other or others are consolidated or merged, for the
11.29 	appointment of three persons to appraise the value of that
11.30 	person's ~~stock~~ shares.  The court shall thereupon appoint these
11.31 	appraisers and designate the time and place of their first
11.32 	meeting, with such directions in regard to their proceedings as
11.33 	shall be deemed proper, and also direct the time and manner in
11.34 	which payment shall be made of the value of that person's ~~stock~~ 
11.35 	shares to the ~~stockholder~~ shareholder.  The appraisers shall
11.36 	meet at the time and place designated, after being duly sworn to
12.1 	discharge their duties honestly and faithfully, make and certify
12.2 	a written estimate of the value of the ~~stock~~ shares at the time
12.3 	of the appraisal, and deliver one copy to the corporation and
12.4 	another to the ~~stockholder~~ shareholder, if demanded.  The
12.5 	charges and expenses of the appraisers shall be paid one-half by
12.6 	the ~~stockholder~~ shareholder and one-half by the corporation.
12.7 	When the corporation shall have paid the appraised value of ~~this~~
12.8 	~~stock~~ the shares, the ~~stock~~ shares shall be canceled and
12.9 	this ~~stockholder~~ shareholder shall cease to be a member of the
12.10 	corporation or to have any interest in ~~this stock~~ the shares or
12.11 	in the corporation or in the corporate property, and ~~this stock~~ 
12.12 	the shares may be held and disposed of by the corporation for
12.13 	its own benefit.

12.14 	Sec. 14. Minnesota Statutes 2004, section 50.06, is
12.15 	amended to read:
12.16 	50.06 DIRECTORS~~; FIRST BOARD~~.
12.17 		Subdivision 1.Authority and qualifications. The
12.18 	business of every such stock savings bank shall be managed by a
12.19 	board of not less than seven directors who are residents of this
12.20 	state. Each director must file a written acceptance of the
12.21 	position before the director is authorized to act.The persons
12.22 	named in the certificate of authorization shall constitute the
12.23 	first board.
12.24 		Subd. 2.Classes. In its certificate of incorporation, a
12.25 	corporation may establish classes of its directors and the terms
12.26 	for each class.  No class may be elected for a term of less than
12.27 	one year, or more than five years, and the term of office of at
12.28 	least one class must expire each year.
12.29 		Subd. 3.Vacancies. Each vacancy shall be filled by the
12.30 	board as soon as practicable, at a regular meeting thereof,
12.31 	except when a resolution reducing the number of directors named
12.32 	in its charter to a number not less than seven shall have been
12.33 	incorporated into its bylaws, and a copy thereof filed with the
12.34 	commissioner of commerce, in which case vacancies shall not be
12.35 	filled until the number has been reduced to that specified in
12.36 	this resolution. The number may be increased to any number
13.1 	specified in a like resolution, consented to, in writing, by the
13.2 	commissioner of commerce.
13.3 		Subd. 4.Quorum to do business. A majority of the
13.4 	directors constitutes a quorum for the transaction of business.
13.5 		Subd. 5.Action without meeting. Any action which might
13.6 	be taken at a meeting of the board of directors may be taken
13.7 	without a meeting if done in writing signed by all of the
13.8 	directors.

13.9 	Sec. 15. [50.065] OFFICERS.
13.10 	Every savings bank, except when otherwise specially
13.11 	provided, must have a president, secretary, and treasurer, and
13.12 	may have one or more vice-presidents and other officers, as its
13.13 	certificate of incorporation or bylaws may provide.  The time
13.14 	and manner of their election and their respective duties must be
13.15 	prescribed in the certificate of incorporation or in the bylaws.
13.16 	Only one president of record may act on behalf of the savings
13.17 	bank; however, additional officers may be titled president for
13.18 	purposes of empowering those additional officers to function as
13.19 	managing officers of detached facilities of banks.

13.20 	Sec. 16. Minnesota Statutes 2004, section 302A.011,
13.21 	subdivision 4, is amended to read:
13.22 		Subd. 4.Articles.  "Articles" means, in the case of a
13.23 	corporation incorporated under or governed by this chapter,
13.24 	articles of incorporation, articles of amendment, a resolution
13.25 	of election to become governed by this chapter, a demand
13.26 	retaining the two-thirds majority for shareholder approval of
13.27 	certain transactions, a statement of change of registered
13.28 	office, registered agent, or name of registered agent, a
13.29 	statement establishing or fixing the rights and preferences of a
13.30 	class or series of shares, a statement of cancellation of
13.31 	authorized shares, articles of merger, articles of abandonment,
13.32 	and articles of dissolution.  In the case of a foreign
13.33 	corporation, the term includes all documents serving a similar
13.34 	function required to be filed with the secretary of state or
13.35 	other officer of the corporation's state of incorporation. In
13.36 	the case of a corporation formed under chapter 300, the term
14.1 	means the certificate of incorporation.

14.2 	Sec. 17. Minnesota Statutes 2004, section 302A.021, is
14.3 	amended by adding a subdivision to read:
14.4 		Subd. 7a.Chapter 300 corporation subject to law as of
14.5 	august 1, 2006. A corporation incorporated under chapter 300 in
14.6 	existence on August 1, 2006, becomes governed by this chapter on
14.7 	August 1, 2006, as fully as though the corporation had been
14.8 	incorporated under this chapter, except as specifically
14.9 	otherwise provided by law.

14.10 	Sec. 18. Minnesota Statutes 2004, section 302A.021,
14.11 	subdivision 10, is amended to read:
14.12 		Subd. 10.Laws not to apply.  Sections 222.19~~,~~and 
14.13 	222.23, ~~300.01, 300.02, 300.06 to 300.09, 300.12 to 300.68,~~and
14.14 	chapters 301, 316, and 556 do not apply to a corporation
14.15 	incorporated under or governed by this chapter.

14.16 	Sec. 19. Minnesota Statutes 2004, section 302A.031, is
14.17 	amended by adding a subdivision to read:
14.18 		Subd. 3.Perpetual duration granted for chapter 300
14.19 	corporations. (a) All corporations formed under chapter 300 and
14.20 	governed by this chapter pursuant to section 302A.021,
14.21 	subdivision 7a, are granted perpetual duration irrespective of
14.22 	the period of duration set forth in their articles of
14.23 	incorporation.  This grant may be modified in the articles as
14.24 	authorized under section 302A.111, subdivision 2, paragraph (b).
14.25 	(b) All corporations formed under chapter 300 and governed
14.26 	by this chapter pursuant to section 47.13, are granted perpetual
14.27 	duration irrespective of the period of duration set forth in
14.28 	their certificates of incorporation.  This grant may be modified
14.29 	in the certificate of incorporation as authorized under section
14.30 	47.12, subdivision 2, paragraph (a), clause (3).

14.31 	Sec. 20. CORRECTION OF STATUTORY REFERENCE IN CORPORATE
14.32 	DOCUMENTS.
 14.33 	As of August 1, 2006, all references in corporate documents
14.34 	to Minnesota Statutes, section 300.64, in connection with the
14.35 	elimination of, or limitations on, the personal liability of
14.36 	directors are deemed to be references to Minnesota Statutes,
15.1 	section 302A.251, and all references to Minnesota Statutes,
15.2 	section 300.083, are deemed to be references to Minnesota
15.3 	Statutes, section 302A.521.

15.4 	Sec. 21. REVISOR'S INSTRUCTION.
 15.5 	The revisor of statutes shall renumber each section of
15.6 	Minnesota Statutes listed in column A with the number listed in
15.7 	column B.  The revisor shall also make necessary cross-reference
15.8 	changes consistent with the renumbering.
15.9 	Column A Column B
15.10 	300.026302A.92
15.11 	300.03301B.01
15.12 	300.04301B.02
15.13 	300.045301B.03
15.14 	300.10301B.04
15.15 	300.11301B.05
15.16 	300.111336B.01
15.17 	300.112336B.02
15.18 	300.113336B.03
15.19 	300.114507.327
15.20 	300.115507.328 

15.21 	ARTICLE 2
15.22 	CONFORMING CHANGES

15.23 	Section 1. Minnesota Statutes 2004, section 48.033, is
15.24 	amended to read:
15.25 	48.033 STATE BANKS, LIABILITY OF ~~STOCKHOLDERS~~ 
15.26 	SHAREHOLDERS.
15.27 	Notwithstanding sections 48.03~~,~~and 49.24, ~~and 300.27,~~any
15.28 	~~stockholder~~ shareholder of a state bank whose deposits are not
15.29 	insured by the Federal Deposit Insurance Corporation, shall be
15.30 	personally liable for the debts of said bank to the extent of
15.31 	the par value of the ~~stock~~ shares held by ~~such stockholder~~ the
15.32 	shareholder.

15.33 	Sec. 2. Minnesota Statutes 2004, section 48A.01,
15.34 	subdivision 1, is amended to read:
15.35 		Subdivision 1.Articles of incorporation.  (a) Subject to
15.36 	the other provisions of this chapter, three or more persons may
16.1 	organize and charter a state trust company for purposes of
16.2 	transacting business as a trust company in conformity with the
16.3 	applicable laws.
16.4 	(b) A state trust company may be organized under section
16.5 	~~300.025~~ 47.12.  If the trust company does not exercise banking
16.6 	powers, it may exercise the powers of a Minnesota business
16.7 	corporation reasonably necessary or helpful to enable exercise
16.8 	of its specific powers under this chapter.
16.9 	(c) A state trust company may be organized as a limited
16.10 	liability company if it does not exercise banking powers.
16.11 	(d) The articles of incorporation or articles of
16.12 	organization of the company must be signed and acknowledged by
16.13 	each organizer and must contain:
16.14 	(1) the name of the state trust company;
16.15 	(2) the period of its duration, which may be perpetual;
16.16 	(3) the powers of the state trust company, which may be
16.17 	stated as:
16.18 	(i) all powers granted to a state trust company in this
16.19 	state; or
16.20 	(ii) a list of the specific powers that the state trust
16.21 	company chooses and is authorized to exercise;
16.22 	(4) the aggregate number of shares or membership interests
16.23 	that the state trust company will be authorized to issue, the
16.24 	number of classes of shares or membership interests, which may
16.25 	be one or more, the number of shares or membership interests of
16.26 	each class if more than one class, and a statement of the par
16.27 	value of the shares of each class or that the shares or
16.28 	membership interests are to be without par value;
16.29 	(5) if the shares or membership interests are to be divided
16.30 	into classes, the designation of each class and statement of the
16.31 	preferences, limitations, and relative rights of the shares or
16.32 	membership interests of each class, which in the case of a
16.33 	limited trust association may be more fully set forth in the
16.34 	statement of membership interest;
16.35 	(6) a provision limiting or denying to participants the
16.36 	preemptive right to acquire additional or treasury membership
17.1 	interests or shares of the state trust company;
17.2 	(7) a provision granting the right of members or
17.3 	shareholders to cumulative voting in the election of directors
17.4 	or managers;
17.5 	(8) the aggregate amount of consideration to be received
17.6 	for all shares or membership interests initially issued by the
17.7 	state trust company, and a statement that all authorized
17.8 	contributions or shares have been subscribed and that all
17.9 	subscriptions received provide for the consideration to be fully
17.10 	paid in cash before the charter is issued;
17.11 	(9) a provision consistent with law that the organizers
17.12 	elect to set forth in the articles of incorporation or articles
17.13 	of organization for the regulation of the internal affairs of
17.14 	the state trust company or that is otherwise required by this
17.15 	chapter to be set forth in the articles;
17.16 	(10) the street address of the state trust company's
17.17 	principal office; and
17.18 	(11) the number of directors or governors constituting the
17.19 	initial board, which must not be fewer than five or more than
17.20 	25, and a statement that management is vested in a board.

17.21 	Sec. 3. Minnesota Statutes 2004, section 48A.04,
17.22 	subdivision 1, is amended to read:
17.23 		Subdivision 1.Authority.  Upon complying with the terms
17.24 	of this section, a trust company organized under section ~~300.025~~ 
17.25 	47.12 has all the powers and privileges of a state bank not
17.26 	otherwise granted to trust companies and is subject to and must
17.27 	comply with all the laws of this state applicable to state banks.

17.28 	Sec. 4. Minnesota Statutes 2004, section 48A.04,
17.29 	subdivision 3, is amended to read:
17.30 		Subd. 3.Certificates to be amended.  In order to
17.31 	exercise the powers granted under this subdivision, the trust
17.32 	company shall amend its certificate of incorporation to include
17.33 	the additional powers of a state banking corporation.  This
17.34 	amendment may include the change of the corporate name of the
17.35 	trust company.  The trust company shall display in its place of
17.36 	business the certificate of the authorization issued by the
18.1 	commissioner of commerce.
18.2 	Amendments to the certificate of incorporation must be made
18.3 	under section ~~300.45~~ 47.171.  Before becoming effective, these
18.4 	amendments must be approved by the department and the approval
18.5 	must be endorsed upon the certificate of amendment.

18.6 	Sec. 5. Minnesota Statutes 2004, section 50.001, is
18.7 	amended to read:
18.8 	50.001 APPLICATION FOR CERTIFICATE OF AUTHORITY;
18.9 	PROCEDURE.
18.10 	The procedures for the application and issuance of a
18.11 	certificate of authority to a savings bank organized pursuant to
18.12 	section ~~300.025~~ 47.12 shall be those applicable to a state bank
18.13 	in sections 46.041 to 46.045.

18.14 	Sec. 6. Minnesota Statutes 2004, section 50.085,
18.15 	subdivision 1, is amended to read:
18.16 		Subdivision 1.Generally.  Every savings bank
18.17 	incorporated pursuant to or operating under this chapter shall
18.18 	be a body corporate; shall have all the powers enumerated,
18.19 	authorized, and permitted by this chapter and other applicable
18.20 	law; shall have other rights, privileges, and powers as may be
18.21 	incidental to or reasonably necessary or appropriate for the
18.22 	accomplishment of the objects and purposes of the savings bank;
18.23 	and shall have those powers possessed by corporations organized
18.24 	under chapter ~~300~~ 302A.

18.25 	Sec. 7. Minnesota Statutes 2004, section 51A.03,
18.26 	subdivision 2b, is amended to read:
18.27 		Subd. 2b.Regulation of capital stock associations.  The
18.28 	incorporation, formation, and corporate governance of capital
18.29 	stock associations are governed by chapter ~~300~~ 302A, except to
18.30 	the extent the provisions of this chapter conflict with the
18.31 	provisions of chapter ~~300~~ 302A, in which case the provisions of
18.32 	this chapter govern.

18.33 	Sec. 8. Minnesota Statutes 2004, section 51A.131, is
18.34 	amended to read:
18.35 	51A.131 DIRECTORS OF CAPITAL STOCK ASSOCIATIONS.
18.36 	The duties and qualifications required of directors of
19.1 	capital stock associations are governed by chapter ~~300~~ 302A.

19.2 	Sec. 9. Minnesota Statutes 2004, section 51A.17, is
19.3 	amended to read:
19.4 	51A.17 INDEMNIFICATION OF OFFICERS, DIRECTORS AND
19.5 	EMPLOYEES.
19.6 	The indemnification of officers, directors, and employees
19.7 	of associations is governed by section ~~300.083~~ 302A.521.

19.8 	Sec. 10. Minnesota Statutes 2004, section 51A.21,
19.9 	subdivision 1, is amended to read:
19.10 		Subdivision 1.Generally.  Every association incorporated
19.11 	pursuant to or operating under the provisions of sections 51A.01
19.12 	to 51A.57 shall have all the powers enumerated, authorized, and
19.13 	permitted by sections 51A.01 to 51A.57 and such other rights,
19.14 	privileges, and powers as may be incidental to or reasonably
19.15 	necessary or appropriate for the accomplishment of the objects
19.16 	and purposes of the association, and in addition shall have
19.17 	those powers possessed by corporations organized under
19.18 	chapter ~~300~~ 302A.  Among others, and except as otherwise limited
19.19 	by the provisions of sections 51A.01 to 51A.57, every
19.20 	association shall have the powers set forth in this section.

19.21 	Sec. 11. Minnesota Statutes 2004, section 117.232,
19.22 	subdivision 1, is amended to read:
19.23 		Subd. 3.Application to certain provisions.  Laws 1967,
20.7 	chapter 214 shall not apply to or affect the rights and
20.8 	privileges referred to in sections 161.45~~,~~and 222.37~~, and~~
20.9 	~~300.03~~.

20.10 	Sec. 13. Minnesota Statutes 2004, section 181.970,
20.11 	subdivision 2, is amended to read:
 20.12 		Subd. 2.Exception. Subdivision 1 does not apply to:
20.13 	(1) employees of the state or a municipality governed by
20.14 	section 3.736 or 466.07;
20.15 	(2) employees who are subject to a contract or other
20.16 	agreement governing indemnification rights;
20.17 	(3) employees and employers who are governed by
20.18 	indemnification provisions under section ~~300.083,~~302A.521,
20.19 	317A.521, or 322B.699, or similar laws of this state or another
20.20 	state specifically governing indemnification of employees of
20.21 	business or nonprofit corporations, limited liability companies,
20.22 	or other legal entities; or
20.23 	(4) indemnification rights for a particular liability
20.24 	specifically governed by other law.

20.25 	Sec. 14. Minnesota Statutes 2004, section 237.81, is
20.26 	amended to read:
20.27 	237.81 SCOPE.
20.28 	To the extent they regulate telecommunications right-of-way
20.29 	users, sections 237.04; 237.16, subdivision 1; 237.162; 237.163;
20.30 	and 237.74, subdivision 5, supersede ~~sections~~ section 222.37,
20.31 	~~300.03, and 300.04,~~and any ordinance, regulation, or rule to
20.32 	the contrary.

20.33 	Sec. 15. Minnesota Statutes 2004, section 301.75, is
20.34 	amended to read:
20.35 	301.75 ADDITIONAL POWERS.
20.36 	~~In addition to the powers enumerated in section 300.08,~~
21.1 	~~subdivision 1,~~Subdivision 1.[GENERAL POWERS.] (a) A
21.2 	corporation formed under the provisions of this chapter may:
21.3 	(1) be known by its corporate name for the time stated in
21.4 	its certificate of incorporation;
21.5 	(2) sue and be sued in any court;
21.6 	(3) have, use, and alter a common seal;
21.7 	(4) acquire, by purchase or otherwise, and hold, enjoy,
21.8 	improve, lease, encumber, and convey all real and personal
21.9 	property necessary for the purposes of its organization, subject
21.10 	to the limitations hereafter declared;
21.11 	(5) elect or appoint in any manner it determines all
21.12 	necessary or proper officers, agents, boards, and committees, to
21.13 	fix their compensation, and to define their powers and duties;
21.14 	(6) make and amend consistently with law bylaws providing
21.15 	for the management of its property and the regulation and
21.16 	government of its affairs; and 
21.17 	(7) wind up and liquidate its business in the manner
21.18 	provided by law.
21.19 	(b) A corporation formed under this chapter shall indemnify
21.20 	those persons identified in section 302A.521 against certain
21.21 	expenses and liabilities only as provided in section 302A.521
21.22 	and may indemnify other persons.
21.23 		Subd. 2.Additional powers. In addition to the powers in
21.24 	subdivision 1,the corporation may:
21.25 	(a) Borrow money and otherwise incur indebtedness for any
21.26 	of the purposes of the corporation; to issue its bonds,
21.27 	debentures, notes or other evidences of indebtedness, whether
21.28 	secured or unsecured, therefore and to secure the same by
21.29 	mortgage, pledge, deed or trust or other lien on its property,
21.30 	franchises, rights and privileges of every kind and nature or
21.31 	any part thereof.
21.32 	(b) Lend money to, and to guarantee, endorse, or act as
21.33 	surety on the bonds, notes, contracts or other obligations of,
21.34 	or otherwise assist financially, any person, firm, corporation
21.35 	or association, and to establish and regulate the terms and
21.36 	conditions with respect to any such loans or financial
22.1 	assistance and the charges for interest and service connected
22.2 	therewith.
22.3 	(c) Purchase, receive, hold, lease, or otherwise acquire,
22.4 	and to sell, convey, mortgage, lease, pledge, or otherwise
22.5 	dispose of, upon such terms and conditions as the board of
22.6 	directors may deem advisable, real and personal property,
22.7 	together with such rights and privileges as may be incidental
22.8 	and appurtenant thereto and the use thereof, including, but not
22.9 	restricted to, any real or personal property acquired by the
22.10 	corporation from time to time in the satisfaction of debts or
22.11 	enforcement of obligations.
22.12 	(d) Acquire, by purchase or otherwise, the good will,
22.13 	business, rights, real and personal property and other assets,
22.14 	or any part thereof, of such persons, firms, corporations, joint
22.15 	stock companies, associations or trusts as may be in furtherance
22.16 	of the corporate purposes provided herein, and to assume,
22.17 	undertake, guarantee or pay the obligations, debts and
22.18 	liabilities of any such person, firm, corporation, joint stock
22.19 	company, association or trust; to acquire improved or unimproved
22.20 	real estate for the purpose of constructing industrial plants or
22.21 	other business establishments thereon or for the purpose of
22.22 	disposing of such real estate to others for the construction of
22.23 	industrial plants or other business establishments, and, in
22.24 	furtherance of the corporate purposes provided herein, to
22.25 	acquire, construct or reconstruct, alter, repair, maintain,
22.26 	operate, sell, lease, or otherwise dispose of industrial plants
22.27 	or business establishments.
22.28 	(e) Acquire, subscribe for, own, hold, sell, assign,
22.29 	transfer, mortgage, pledge or otherwise dispose of the stock,
22.30 	shares, bonds, debentures, notes or other securities and
22.31 	evidences of interest in, or indebtedness of, any person, firm,
22.32 	corporation, joint stock company, association or trust, and,
22.33 	while the owner or holder thereof, to exercise all the rights,
22.34 	powers and privileges of ownership, including the right to vote
22.35 	thereon.
22.36 	(f) Cooperate with and avail itself of the facilities of
23.1 	the commissioner of employment and economic development and any
23.2 	similar governmental agencies; and to cooperate with and assist,
23.3 	and otherwise encourage, local organizations in the various
23.4 	communities of the state the purpose of which shall be the
23.5 	promotion, assistance, and development of the business
23.6 	prosperity and economic welfare of such communities and of this
23.7 	state.

23.8 	Sec. 16. Minnesota Statutes 2004, section 303.02,
23.9 	subdivision 2, is amended to read:
23.10 		Subd. 2.Corporation. ~~In addition to the meaning set~~
23.11 	~~forth in section 300.02, subdivision 2,~~"Corporation" means a
23.12 	corporation formed for profit and includes a cooperative.

23.13 	Sec. 17. Minnesota Statutes 2004, section 317A.021,
23.14 	subdivision 9, is amended to read:
23.15 		Subd. 9.Applicability of other laws. ~~(a) Except as~~
23.16 	~~provided in paragraphs (b) and (c),~~Chapters ~~300,~~316, 317, and
23.17 	556 do not apply to corporations.
23.18 	~~(b) Sections 300.60, 300.61, and 300.63 apply to~~
23.19 	~~corporations.~~
23.20 	~~(c) This subdivision does not affect the applicability of~~
23.21 	~~chapter 300 to a corporation that elected to reject Laws 1951,~~
23.22 	~~chapter 500, sections 1 to 25.~~

23.23 	Sec. 18. Minnesota Statutes 2004, section 322B.02, is
23.24 	amended to read:
23.25 	322B.02 LAWS NOT TO APPLY.
23.26 	Sections 222.19, 222.23, ~~300.01, 300.02, 300.06 to 300.09,~~
23.27 	~~300.12 to 300.68,~~and chapters 301, 316, and 556 do not apply to
23.28 	a limited liability company organized under this chapter.

23.29 	Sec. 19. Minnesota Statutes 2004, section 398A.04,
23.30 	subdivision 6, is amended to read:
23.31 		Subd. 6.Insurance and indemnity.  (a) The authority
23.32 	shall be subject to tort liability to the extent provided in
23.33 	chapter 466 and may procure insurance against the liability, and
23.34 	may indemnify and purchase and maintain insurance on behalf of
23.35 	any of its commissioners, officers, employees, or agents, in
23.36 	connection with any threatened, pending, or completed action,
24.1 	suit, or proceeding, as provided in chapter 466, and to the same
24.2 	extent and in the same manner and with the same force and effect
24.3 	as provided in the case of a private corporation by section
24.4 	~~300.083~~ 302A.521.  It may also procure insurance against loss of
24.5 	or damage to property in the amounts, by reason of the risks,
24.6 	and from the insurers as it deems prudent.
24.7 	(b) A railroad leasing its tracks and right-of-way to a
24.8 	railroad authority that is created under this chapter and
24.9 	affiliated with a railroad museum is subject to tort liability
24.10 	only to the extent provided for municipalities in chapter 466 as
24.11 	to any claims arising out of fare-paying passenger operations
24.12 	carried on by the railroad authority primarily for the purpose
24.13 	of promoting tourism on tracks and right-of-way leased from the
24.14 	railroad.

24.15 	Sec. 20. Minnesota Statutes 2004, section 453.55,
24.16 	subdivision 11, is amended to read:
24.17 		Subd. 11.Liability; indemnification.  Neither the
24.18 	officials, the directors, nor the members of a municipal power
24.19 	agency nor any person executing bonds or notes shall be liable
24.20 	personally on the bonds or notes or be subject to any personal
24.21 	liability or accountability by reason of the issuance thereof.
24.22 	A municipal power agency shall have power to indemnify and to
24.23 	purchase and maintain insurance on behalf of any director,
24.24 	officer, employee, or agent of the municipal power agency, in
24.25 	connection with any threatened, pending, or completed action,
24.26 	suit, or proceeding, to the same extent and in the same manner
24.27 	and with the same force and effect as provided in the case of a
24.28 	private corporation under the provisions of section
24.29 	~~300.083~~ 302A.521.

24.30 	Sec. 21. Minnesota Statutes 2004, section 453A.05,
24.31 	subdivision 11, is amended to read:
24.32 		Subd. 11.Liability, indemnification.  Neither the
24.33 	officials, the directors, nor the members of a municipal gas
24.34 	agency nor any person executing bonds or notes shall be liable
24.35 	personally on the bonds or notes or be subject to any personal
24.36 	liability or accountability by reason of the issuance thereof.
25.1 	A municipal gas agency shall have power to indemnify and to
25.2 	purchase and maintain insurance on behalf of any director,
25.3 	officer, employee, or agent of the municipal gas agency, in
25.4 	connection with any threatened, pending, or completed action,
25.5 	suit, or proceeding, to the same extent and in the same manner
25.6 	and with the same force and effect as provided in the case of a
25.7 	private corporation under the provisions of section
25.8 	~~300.083~~ 302A.521.

25.9 	ARTICLE 3
25.10 	MISCELLANEOUS

25.11 	Section 1. REPEALER.
 25.12 	(a) Minnesota Statutes 2004, sections 300.01; 300.02;
25.13 	300.025; 300.05; 300.06; 300.08; 300.081; 300.083; 300.09;
25.14 	300.12; 300.13; 300.131; 300.14; 300.16; 300.17; 300.18; 300.19;
25.15 	300.20; 300.21; 300.22; 300.23; 300.24; 300.25; 300.26; 300.27;
25.16 	300.28; 300.29; 300.30; 300.31; 300.32; 300.33; 300.34; 300.35;
25.17 	300.36; 300.37; 300.38; 300.39; 300.40; 300.41; 300.42; 300.43;
25.18 	300.44; 300.45; 300.451; 300.46; 300.49; 300.51; 300.52; 300.53;
25.19 	300.54; 300.55; 300.57; 300.58; 300.59; 300.60; 300.61; 300.62;
25.20 	and 300.63, are repealed.
25.21 	(b) Minnesota Statutes 2004, section 48.056, subdivision 3,
25.22 	is repealed.

25.23 	Sec. 2. EFFECTIVE DATE.
 25.24 	This act is effective August 1, 2006.