reglab/housing_qa huggingface dataset:
MN Stat § 302A.441 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.441 — Action Without A Meeting.

302A.441 ACTION WITHOUT A MEETING. Subdivision 1. Method. An action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all of the shareholders entitled to vote on that action. The articles of a corporation that is not a publicly held corporation may provide that any action may be taken by written action signed, or consented to by authenticated electronic communication, by shareholders having voting power equal to the voting power that would be required to take the same action at a meeting of the shareholders at which all shareholders were present, but in no event may written action be taken by holders of less than a majority of the voting power of all shares entitled to vote on that action. After the adoption of the initial articles, an amendment to the articles to permit written action to be taken by less than all shareholders requires the approval of all of the shareholders entitled to vote on the amendment. Subd. 2. Effective time. The written action is effective when it has been signed, or consented to by authenticated electronic communication, by the required shareholders, unless a different effective time is provided in the written action. Subd. 3. Notice and liability. When written action is permitted to be taken by less than all shareholders, all shareholders who did not sign or consent to the written action must be notified of its text and effective time no later than five days after the effective time of the action. Failure to provide the notice does not invalidate the written action. A shareholder who does not sign or consent to the written action has no liability for any action authorized by the written action. History:  1981 c 270 s 69; 2002 c 311 art 1 s 18; 2004 c 199 art 14 s 15; 2006 c 250 art 1 s 24; 2014 c 170 s 12
MN Stat § 302A.443 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.443 — Quorum.

302A.443 QUORUM. The holders of a majority of the voting power of the shares entitled to vote at a meeting are a quorum for the transaction of business, unless a larger or smaller proportion or number is provided in the articles or bylaws. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally present leaves less than the proportion or number otherwise required for a quorum. History:  1981 c 270 s 70; 1982 c 497 s 42
MN Stat § 302A.445 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.445 — Voting Rights.

302A.445 VOTING RIGHTS. Subdivision 1. Determination. The board may fix, or authorize an officer to fix, a date not more than 60 days, or a shorter time period provided in the articles or bylaws, before the date of a meeting of shareholders as the date for the determination of the holders of shares entitled to notice of and entitled to vote at the meeting. When a date is so fixed, only shareholders on that date are entitled to notice of and permitted to vote at that meeting of shareholders. Subd. 2. Certification of beneficial owner. A resolution approved by the affirmative vote of a majority of the directors present may establish procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, are deemed the shareholders for the purposes specified in the writing. Subd. 3. One vote per share. Unless otherwise provided in the articles or in the terms of the shares, a shareholder has one vote for each share held. Subd. 4. Nonshareholders. The articles may give or prescribe the manner of giving a creditor, security holder, or other person a right to vote under this section. Subd. 5. Jointly owned shares. Shares owned by two or more shareholders may be voted by any one of them unless the corporation receives written notice from any one of them denying the authority of that person to vote those shares. Subd. 6. Manner of voting; presumption. Except as provided in subdivision 5, a holder of shares entitled to vote may vote any portion of the shares in any way the shareholder chooses. If a shareholder votes without designating the proportion or number of shares voted in a particular way, the shareholder is deemed to have voted all of the shares in that way. History:  1981 c 270 s 71; 1982 c 497 s 43,44; 1984 c 618 s 15; 1997 c 10 art 1 s 20
MN Stat § 302A.447 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.447 — Voting Of Shares By Organizations And Legal Representatives.

302A.447 VOTING OF SHARES BY ORGANIZATIONS AND LEGAL REPRESENTATIVES. Subdivision 1. Shares held by other corporation. Shares of a corporation registered in the name of another domestic or foreign corporation may be voted by the chief executive officer or another legal representative of that domestic or foreign corporation. Subd. 2. Shares held by subsidiary. Except as provided in subdivision 3, shares of a corporation registered in the name of a subsidiary are not entitled to be voted on any matter. Subd. 3. Shares controlled in fiduciary capacity. Shares of a corporation in the name of or under the control of the corporation or a subsidiary in a fiduciary capacity are not entitled to be voted on any matter, except to the extent that the settlor or beneficial owner possesses and exercises a right to vote or gives the corporation or, with respect to shares in the name of or under control of a subsidiary, the subsidiary, binding instructions on how to vote the shares. Subd. 4. Voting by certain representatives. Shares under the control of a person in a capacity as a personal representative, an administrator, executor, guardian, conservator, or attorney-in-fact may be voted by the person, either in person or by proxy, without registration of those shares in the name of the person. Shares registered in the name of a trustee of a trust or in the name of a custodian may be voted by the person, either in person or by proxy, but a trustee of a trust or a custodian shall not vote shares held by the person unless they are registered in the name of the person. Subd. 5. Voting by trustee in bankruptcy or receiver. Shares registered in the name of a trustee in bankruptcy or a receiver may be voted by the trustee or receiver either in person or by proxy. Shares under the control of a trustee in bankruptcy or a receiver may be voted by the trustee or receiver without registering the shares in the name of the trustee or receiver, if authority to do so is contained in an appropriate order of the court by which the trustee or receiver was appointed. Subd. 6. Shares held by other organizations. Shares registered in the name of an organization not described in subdivisions 1 to 5 may be voted either in person or by proxy by the legal representative of that organization. Subd. 7. Pledged shares. A shareholder whose shares are pledged may vote those shares until the shares are registered in the name of the pledgee. If the corporation pledges its own shares under section 302A.553, subdivision 1, the corporation shall not be entitled to vote the shares at a meeting or otherwise. History:  1981 c 270 s 72; 1987 c 104 s 26; 1993 c 17 s 35,36; 2006 c 250 art 1 s 25
MN Stat § 302A.453 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.453 — Voting Trusts.

302A.453 VOTING TRUSTS. Subdivision 1. Authorization; period; termination. Shares in a corporation may be transferred to a trustee pursuant to written agreement, for the purpose of conferring on the trustee the right to vote and otherwise represent the beneficial owner of those shares for a period not exceeding 15 years, except that if the agreement is made in connection with an indebtedness of the corporation, the voting trust may extend until the indebtedness is discharged. Unless otherwise specified in the agreement, the voting trust may be terminated at any time by the beneficial owners of a majority of the voting power of the shares held by the trustee. A copy of the agreement shall be filed with the corporation. Subd. 2. Voting by trustees. Unless otherwise provided in the trust agreement, if there are two or more trustees, the manner of voting is determined as provided in section 302A.445, subdivision 5. History:   1981 c 270 s 74
MN Stat § 302A.455 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.455 — Shareholder Voting Agreements.

302A.455 SHAREHOLDER VOTING AGREEMENTS. A written agreement among persons who are then shareholders or subscribers for shares to be issued, relating to the voting of their shares, is valid and specifically enforceable by and against the parties to the agreement. The agreement may override the provisions of section 302A.449 regarding proxies and is not subject to the provisions of section 302A.453 regarding voting trusts. History:  1981 c 270 s 75; 1982 c 497 s 45; 1987 c 104 s 27
MN Stat § 302A.463 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.463 — Financial Statements.

302A.463 FINANCIAL STATEMENTS. (a) A corporation shall prepare annual financial statements within 180 days after the close of the corporation's fiscal year. The financial statement shall include at least a balance sheet as of the end of each fiscal year and a statement of income for the fiscal year, which shall be prepared on the basis of accounting methods reasonable in the circumstances and may be consolidated statements of the corporation and one or more of its subsidiaries. In the case of statements audited by a public accountant, each copy shall be accompanied by a report setting forth the opinion of the accountant on the statements; in other cases, each copy shall be accompanied by a statement of the chief financial officer or other person in charge of the corporation's financial records stating the reasonable belief of the person that the financial statements were prepared in accordance with accounting methods reasonable in the circumstances, describing the basis of presentation, and describing any respects in which the financial statements were not prepared on a basis consistent with those prepared for the previous year. (b) Upon written request by a shareholder, a corporation shall furnish its most recent annual financial statements as required under paragraph (a) no later than ten business days after receipt of a shareholder's written request. "Furnish" for purposes of this paragraph means that the corporation shall deliver or mail, postage prepaid, the financial statements to the address specified by the requesting shareholder. History:  1981 c 270 s 78; 1982 c 497 s 49; 1993 c 17 s 39
MN Stat § 302A.467 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.467 — Equitable Remedies.

302A.467 EQUITABLE REMEDIES. If a corporation or an officer or director of the corporation violates a provision of this chapter, a court in this state may, in an action brought by a shareholder of the corporation, grant any equitable relief it deems just and reasonable in the circumstances and award expenses, including attorneys' fees and disbursements, to the shareholder. History:  1981 c 270 s 79; 1982 c 497 s 50
MN Stat § 302A.501 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.501 — Loans; Guarantees; Suretyship.

302A.501 LOANS; GUARANTEES; SURETYSHIP. Subdivision 1. Prerequisites. A corporation may lend money to, guarantee an obligation of, become a surety for, or otherwise financially assist a person, if the transaction, or a class of transactions to which the transaction belongs, is approved by the affirmative vote of a majority of the directors present and: (a) is in the usual and regular course of business of the corporation; (b) is with, or for the benefit of, a related organization, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, any of which relationships constitute consideration sufficient to make the loan, guarantee, suretyship, or other financial assistance so approved enforceable against the corporation; (c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the board, to benefit the corporation; or (d) whether or not any separate consideration has been paid or promised to the corporation, has been approved by (1) the holders of two-thirds of the voting power of the shares entitled to vote which are owned by persons other than the interested person or persons, or (2) the unanimous affirmative vote of the holders of all outstanding shares, whether or not entitled to vote. Subd. 2. Interest; security. A loan, guaranty, surety contract, or other financial assistance under subdivision 1 may be with or without interest and may be unsecured or may be secured in any manner, including, without limitation, a grant of a security interest in shares of the corporation. Subd. 3. Banking authority not granted. This section does not grant any authority to act as a bank or to carry on the business of banking. History:  1981 c 270 s 82; 1987 c 104 s 34; 1993 c 17 s 43; 1993 c 137 s 13
MN Stat § 302A.505 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.505 — Advances.

302A.505 ADVANCES. A corporation may, without a vote of the directors, advance money to its directors, officers, or employees to cover expenses that can reasonably be anticipated to be incurred by them in the performance of their duties and for which they would be entitled to reimbursement in the absence of an advance. History:   1981 c 270 s 83
MN Stat § 302A.557 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.557 — Liability Of Shareholders For Illegal Distributions.

302A.557 LIABILITY OF SHAREHOLDERS FOR ILLEGAL DISTRIBUTIONS. Subdivision 1. Liability. A shareholder who receives a distribution made in violation of the provisions of section 302A.551 is liable to the corporation, its receiver or other person winding up its affairs, or a director under section 302A.559, subdivision 2, but only to the extent that the distribution received by the shareholder exceeded the amount that properly could have been paid under section 302A.551. Subd. 2. Statute of limitations. An action shall not be commenced under this section more than two years from the date of the distribution. History:   1981 c 270 s 87
MN Stat § 302A.559 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.559 — Liability Of Directors For Illegal Distributions.

302A.559 LIABILITY OF DIRECTORS FOR ILLEGAL DISTRIBUTIONS. Subdivision 1. Liability. In addition to any other liabilities, a director who is present at a meeting and fails to vote against, or who consents in writing to, a distribution made in violation of section 302A.551, subdivision 1, paragraph (a), or 4, or a restriction contained in the articles or bylaws or an agreement, and who fails to comply with the standard of conduct provided in section 302A.251, is liable to the corporation, its receiver or any other person winding up its affairs jointly and severally with all other directors so liable and to other directors under subdivision 3, but only to the extent that the distribution exceeded the amount that properly could have been paid under section 302A.551. Subd. 2. Contribution from shareholders. A director against whom an action is brought under this section with respect to a distribution may implead in that action all shareholders who received the distribution and may compel pro rata contribution from them in that action to the extent provided in section 302A.557, subdivision 1. Subd. 3. Impleader; contribution from directors. A director against whom an action is brought under this section with respect to a distribution may implead in that action all other directors who voted for or consented in writing to the distribution and may compel pro rata contribution from them in that action. Subd. 4. Statute of limitations. An action shall not be commenced under this section more than two years from the date of the distribution. History:  1981 c 270 s 88; 1982 c 497 s 54; 1993 c 17 s 47
MN Stat § 302A.601 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.601 — Merger, Exchange, Transfer.

302A.601 MERGER, EXCHANGE, TRANSFER. Subdivision 1. Merger. A corporation may merge with one or more domestic or foreign corporations, resulting in a single domestic or foreign corporation, with or without a business purpose, pursuant to a plan of merger approved in the manner provided in sections 302A.611 to 302A.651. Subd. 2. Exchange. A corporation may acquire all of the outstanding shares of one or more classes or series of another domestic or foreign corporation pursuant to a plan of exchange approved in the manner provided in sections 302A.611 to 302A.615, and 302A.631 to 302A.651. Subd. 3. Transfer. A corporation may sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets in the manner provided in section 302A.661. Subd. 4. Merger or exchange with limited liability company. A corporation may participate in a merger or exchange with a limited liability company. The dissenters' rights for shareholders of a corporation are governed by this chapter. History:  1981 c 270 s 89; 1987 c 203 s 4; 1992 c 517 art 1 s 16; 1997 c 10 art 3 s 6; 2006 c 250 art 1 s 31,32
MN Stat § 302A.611 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.611 — Plan Of Merger Or Exchange.

302A.611 PLAN OF MERGER OR EXCHANGE. Subdivision 1. Contents of plan. A plan of merger or exchange shall contain: (a) The names of the constituent organizations proposing to merge or participate in an exchange, and: (1) in the case of a merger, the name of the surviving organization; (2) in the case of an exchange, the name of the acquiring organization; (b) The terms and conditions of the proposed merger or exchange; (c)(1) In the case of a merger, the manner and basis of converting the ownership interests of the constituent organizations into securities of, or other ownership interests in, the surviving organization or of any other organization, or, in whole or in part, into money or other property, or of canceling some or all of the ownership interests; or (2) In the case of an exchange, the manner and basis of exchanging the shares to be acquired for securities of, or other ownership interests in, the acquiring organization or any other organization or, in whole or part, into money or other property, or of canceling some of the shares; (d) In the case of a merger, a statement of any amendments to the articles of incorporation or organization of the surviving organization proposed as part of the merger; and (e) Any other provisions with respect to the proposed merger or exchange that are deemed necessary or desirable. Subd. 2. Other agreements. The procedure authorized by this section does not limit the power of a corporation to acquire all or part of the ownership interests of one or more classes or series of another organization through a negotiated agreement with the owners or otherwise. History:  1981 c 270 s 90; 1987 c 203 s 5; 1997 c 10 art 3 s 7; 2006 c 250 art 1 s 33; 2014 c 170 s 15
MN Stat § 302A.615 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.615 — Articles Of Merger Or Exchange; Certificate.

302A.615 ARTICLES OF MERGER OR EXCHANGE; CERTIFICATE. Subdivision 1. Contents of articles. Upon receiving the approval required by section 302A.613, articles of merger or exchange shall be prepared that contain: (a) the plan of merger or exchange; and (b) a statement that the plan has been approved by each constituent organization pursuant to this chapter. Subd. 2. Articles signed, filed. The articles of merger or exchange shall be signed on behalf of each constituent organization and filed with the secretary of state. Subd. 3. Certificate. The secretary of state shall issue a certificate of merger to the surviving organization or its legal representative and a certificate of exchange to the acquiring organization or its legal representative. History:  1981 c 270 s 92; 1987 c 203 s 7; 1988 c 682 s 11; 1997 c 10 art 3 s 10