2005 Minnesota Statutes

CHAPTER 317A. Nonprofit corporations

Table of Sections

Section	Headnote
317A.001	Citation.
DEFINITIONS
317A.011	Definitions.
LEGAL RECOGNITION OF RECORDS AND SIGNATURES
317A.015	Legal recognition of electronic records and signatures.
APPLICATION
317A.021	Application and election.
317A.022	Election by certain chapter 318 associations.
317A.031	Transition; continuation of legal acts.
317A.041	Reservation of right.
317A.051	Scope of chapter.
317A.061	Foreign nonprofit corporations; sections applicable.
INCORPORATION; ARTICLES
317A.101	Purposes.
317A.105	Incorporators.
317A.111	Articles.
317A.113	Private foundations; provisions considered contained in articles.
317A.115	Corporate name.
317A.117	Reserved name.
317A.121	Registered office; registered agent.
317A.123	Change of registered office or registered agent; change of name of registered agent.
317A.131	Amendment of articles.
317A.133	Procedure for amendment of articles.
317A.139	Articles of amendment.
317A.141	Effect of amendment.
317A.151	Filing; effective date of articles.
317A.155	Presumption; certificate of incorporation.
POWERS
317A.161	Powers.
317A.163	Corporate seal.
317A.165	Effect of lack of power; ultra vires.
ORGANIZATION; BYLAWS
317A.171	Organization.
317A.181	Bylaws.
BOARD
317A.201	Board.
317A.203	Number.
317A.205	Qualifications; election.
317A.207	Terms.
317A.209	Acts not void or voidable.
317A.211	Compensation.
317A.213	Classification of directors.
317A.215	Cumulative voting for directors.
317A.221	Resignation.
317A.223	Removal of directors.
317A.225	Removal of appointed directors.
317A.227	Vacancies.
317A.231	Board meetings.
317A.235	Quorum.
317A.237	Act of the board.
317A.239	Action without meeting.
317A.241	Committees.
317A.251	Standard of conduct.
317A.255	Director conflicts of interest.
317A.257	Unpaid directors; liability for damages.
OFFICERS
317A.301	Officers required.
317A.305	Duties of required officers.
317A.311	Other officers.
317A.315	Multiple offices.
317A.321	Officers considered elected.
317A.331	Contract rights.
317A.341	Resignation; removal; vacancies.
317A.351	Delegation.
317A.361	Standard of conduct.
MEMBERS
317A.401	Members.
317A.403	Membership certificates.
317A.405	Transfer of membership.
317A.407	Liability of members.
317A.409	Resignation.
317A.411	Termination.
317A.413	Purchase of memberships.
317A.415	Delegates.
317A.431	Annual meetings of voting members.
317A.433	Special meetings of voting members.
317A.434	Court-ordered meeting of voting members.
317A.435	Notice requirements.
317A.437	Record date; determining members entitled to notice and vote.
317A.439	Members' list for meeting.
317A.441	Right to vote.
317A.443	Act of the members.
317A.445	Unanimous action without a meeting.
317A.447	Action by ballot.
317A.449	[Repealed, 2002 c 311 art 3 s 15]
317A.450	Remote communications for member meetings.
317A.451	Quorum.
317A.453	Proxies.
317A.455	Corporation's Acceptance of Member Act.
317A.457	Voting agreements.
317A.461	Books and records; financial statement.
317A.467	Equitable remedies.
LOANS; OBLIGATIONS
317A.501	Loans; guarantees; suretyship.
317A.505	Advances.
317A.521	Indemnification.
MERGER; CONSOLIDATION; TRANSFER
317A.601	Merger, consolidation, or transfer.
317A.611	Plan of merger or consolidation.
317A.613	Plan approval.
317A.615	Articles of merger or consolidation; certificate.
317A.631	Abandonment.
317A.641	Effective date of merger or consolidation; effect.
317A.643	Continuance of corporate authority.
317A.651	Merger or consolidation with foreign corporation.
317A.661	Transfer of assets; when permitted.
317A.671	Certain assets not to be diverted.
DISSOLUTION
317A.701	Methods of dissolution.
317A.711	Voluntary dissolution by incorporators.
317A.721	Voluntary dissolution by board and members with voting rights.
317A.723	Filing notice of intent to dissolve; effect.
317A.725	Procedure in dissolution.
317A.727	Notice to creditors and claimants.
317A.729	Claims in dissolution.
317A.730	Statute of limitations.
317A.731	Revocation of dissolution proceedings.
317A.733	Articles of dissolution; certificate of dissolution; effect.
317A.735	Distribution of assets.
317A.741	Supervised voluntary dissolution.
317A.751	Judicial intervention; equitable remedies or dissolution.
317A.753	Procedure in involuntary or supervised voluntary dissolution.
317A.755	Qualifications of receivers; powers.
317A.759	Filing claims in proceedings to dissolve.
317A.763	Decree of dissolution.
317A.765	Filing decree.
317A.771	Deposit with commissioner of finance of amount due certain persons.
317A.781	Claims barred; exceptions.
317A.783	Right to sue or defend after dissolution.
317A.791	Omitted assets.
EXTENSION
317A.801	Extension after duration expired.
317A.805	Effect of extension.
ATTORNEY GENERAL
317A.811	Notice to attorney general; waiting period.
317A.813	Remedial powers of attorney general.
CORPORATE REGISTRATION
317A.821	Initial corporate registration with secretary of state.
317A.823	Annual corporate registration.
317A.825	Acceptance of registration by secretary of state.
317A.827	Continuation for certain purposes; reinstatement.
ACTIONS AGAINST CORPORATIONS
317A.901	Service of process on corporation.
317A.903	State interested; proceedings.
SPECIAL PROVISIONS
317A.905	Chambers of commerce, boards of trade, exchanges.
317A.907	Corporations to secure or maintain homes for dependent children.
317A.909	Corporations for religious purposes.