reglab/housing_qa huggingface dataset:
MN Stat § 317A.121 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.121 — Registered Office; Registered Agent.

 317A.121 MS 2008 [Subds 1 and 2 repealed by amendment, 2010 c 250 art 2 s 17] 317A.121 REGISTERED OFFICE; REGISTERED AGENT. Every corporation shall have a registered office, and may have a registered agent, in the manner prescribed by section 5.36. History:  1989 c 304 s 14; 2010 c 250 art 2 s 17
MN Stat § 317A.123 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.123 — Change Of Registered Office Or Registered Agent; Change Of Name Of Registered Agent.

 317A.123 MS 2008 [Subds 1 to 3 repealed by amendment, 2010 c 250 art 2 s 18] 317A.123 CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT; CHANGE OF NAME OF REGISTERED AGENT. Every corporation may change its registered office or change its registered agent, and the agent may resign or change its business address or name, in the manner prescribed by section 5.36. History:  1989 c 304 s 15; 1Sp2001 c 10 art 2 s 73; 2010 c 250 art 2 s 18
MN Stat § 317A.131 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.131 — Amendment Of Articles.

317A.131 AMENDMENT OF ARTICLES. The articles of a corporation may be amended to include or modify a provision that is required or permitted to appear in the articles or to omit a provision not required to be included in the articles. When articles are amended to restate them, the name and address of each incorporator may be omitted. Unless otherwise provided in this chapter, the articles may be amended or modified only under sections 317A.133 and 317A.139. History:   1989 c 304 s 16
MN Stat § 317A.133 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.133 — Procedure For Amendment Of Articles.

317A.133 PROCEDURE FOR AMENDMENT OF ARTICLES. Subdivision 1. Approval by incorporators or board. A majority of incorporators may amend the articles by written action if no directors are named in the original articles, if no directors have been elected, and if there are no members with voting rights. A majority of all directors may amend the articles if there are no members with voting rights, if members with voting rights have authorized the board to amend the articles under subdivision 3, or if the amendment merely restates the existing articles, as amended. Notice of the meeting and of the proposed amendment must be given to the board. An amendment restating the existing articles may, but need not, be submitted to and approved by the members with voting rights as provided in subdivision 2. Subd. 2. Approval by board and members with voting rights. Amendments to the articles must be approved by the affirmative vote of a majority of all directors and by the members with voting rights. If an amendment is initiated by the directors, proper notice of the proposed amendment must precede a meeting of the members with voting rights at which the amendment will be considered and must include the substance of the proposed amendment. If an amendment is proposed and approved by the members with voting rights, those members may demand a special board meeting within 60 days for consideration of the proposed amendment if a regular board meeting would not occur within 60 days. Subd. 3. Approval by board where members have voting rights. (a) The members with voting rights may authorize the board of directors, subject to paragraph (c), to exercise from time to time the power of amendment of the articles without approval of the members with voting rights. (b) When the members with voting rights have authorized the board of directors to amend the articles, the board of directors, by the affirmative vote of a majority of all directors, unless the articles, bylaws, or the members' resolution authorizing the board action require a greater vote, may amend the articles at a meeting of the board. Notice of the meeting and of the proposed amendment must be given to the board. (c) The members with voting rights may prospectively revoke the authority of the board to exercise the power of the members to amend the articles at a meeting duly called for that purpose. Subd. 4. Restriction of approval methods. Articles or bylaws may require greater than majority approval by the board or approval by greater than a majority of a quorum of the members with voting rights for an action under this section and may limit or prohibit the use of mail ballots by members with voting rights. Subd. 5. Approval of class. The articles or bylaws may provide that an amendment also must be approved by the members of a class. History:  1989 c 304 s 17; 1990 c 488 s 9-12; 2010 c 250 art 1 s 15-17; 2017 c 17 s 19
MN Stat § 317A.139 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.139 — Articles Of Amendment.

317A.139 ARTICLES OF AMENDMENT. When an amendment has been adopted, articles of amendment must be prepared that contain: (1) the name of the corporation; (2) the amendment adopted; (3) with respect to an amendment restating the articles, a statement that the amendment correctly sets forth without change the corresponding provisions of the articles as previously amended, if the amendment was approved only by the board; and (4) a statement that the amendment has been adopted under this chapter. History:   1989 c 304 s 18
MN Stat § 317A.141 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.141 — Effect Of Amendment.

317A.141 EFFECT OF AMENDMENT. Subdivision 1. Effect on cause of action. An amendment does not affect an existing cause of action in favor of or against the corporation, a pending suit to which the corporation is a party, nor the existing rights of persons other than members. Subd. 2. Effect of change of name. If the corporate name is changed by the amendment, a suit brought by or against the corporation under its former name does not abate for that reason. Subd. 3. Effect of amendments restating articles. When effective under section 317A.151, an amendment restating the articles in their entirety supersedes the original articles and amendments to the original articles. Subd. 4. Effect of amendments on charitable trust assets. Assets held by a corporation, including income or fees from services, are restricted to the uses and purposes for which the property was received and held. History:  1989 c 304 s 19; 1997 c 222 s 42
MN Stat § 317A.151 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.151 — Filing; Effective Date Of Articles.

317A.151 FILING; EFFECTIVE DATE OF ARTICLES. Subdivision 1. Filing required. Articles of incorporation and articles of amendment must be filed with the secretary of state. Subd. 2. Effective date. Articles of incorporation are effective and corporate existence begins when the articles of incorporation are filed with the secretary of state accompanied by a payment of $70, which includes a $35 incorporation fee in addition to the $35 filing fee required by section 317A.011, subdivision 8. Articles of amendment are effective when filed with the secretary of state or at another time within 31 days after filing if the articles of amendment so provide. History:  1989 c 304 s 20; 1989 c 335 art 1 s 204
MN Stat § 317A.155 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.155 — Presumption; Certificate Of Incorporation.

317A.155 PRESUMPTION; CERTIFICATE OF INCORPORATION. When the articles of incorporation have been filed with the secretary of state and the required fee has been paid to the secretary of state, it is presumed that conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated, and the secretary of state shall issue a certificate of incorporation to the corporation. This presumption does not apply against this state in a proceeding to cancel or revoke the certificate of incorporation or to compel the involuntary dissolution of the corporation. History:   1989 c 304 s 21
MN Stat § 317A.163 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.163 — Corporate Seal.

317A.163 CORPORATE SEAL. Subdivision 1. Seal not required. A corporation may, but need not, have a corporate seal. The use or nonuse of a corporate seal does not affect the validity, recordability, or enforceability of a document or act. If a corporation has a corporate seal, the use of the seal by the corporation on a document is not necessary. Subd. 2. Required words; use. If a corporation has a corporate seal, the seal may consist of a mechanical imprinting device, or a rubber stamp with a facsimile of the seal affixed on it, or a facsimile or reproduction of either. The seal may include a part or all of the name of the corporation and a combination, derivation, or abbreviation of either or both of the phrases "a Minnesota Nonprofit Corporation" and "Corporate Seal." If a corporation has a corporate seal, it or a facsimile of it may be affixed, engraved, printed, placed, stamped with indelible ink, or in any other manner reproduced on any document. History:   1989 c 304 s 23
MN Stat § 317A.165 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.165 — Effect Of Lack Of Power; Ultra Vires.

317A.165 EFFECT OF LACK OF POWER; ULTRA VIRES. Subdivision 1. General. Except as provided in this section, the doing, continuing, or performing by a corporation of an act, or an executed or wholly or partially executory contract, conveyance, or transfer to or by the corporation, if otherwise lawful, is not invalid because the corporation was without the power under this chapter or its articles or bylaws to do, continue, or perform the act, contract, conveyance, or transfer. Subd. 2. Action by member. At least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, may bring an action against the corporation to enjoin the doing, continuing, or performing of an unauthorized act, contract, conveyance, or transfer. If the unauthorized act, continuation, or performance sought to be enjoined is being, or to be, performed or made pursuant to a contract to which the corporation is a party, the court may, if just and reasonable in the circumstances, set aside and enjoin the performance of the contract and allow to the corporation or to the other parties to the contract compensation for the loss or damage sustained as a result of the action of the court in setting aside and enjoining the performance of the contract. Subd. 3. Action by corporation. The corporation may bring an action, directly or through a director or member with voting rights in a representative or derivative suit, against the incumbent or former officers or directors of the corporation for exceeding or violating their authority. History:   1989 c 304 s 24
MN Stat § 317A.171 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.171 — Organization.

317A.171 ORGANIZATION. Subdivision 1. Role of incorporators. If the first board is not named in the articles, the incorporators may elect the first board or may act as directors with the powers, rights, duties, and liabilities of directors, until directors are elected. Upon the election and qualification of the first director, the power of the incorporator or incorporators terminates. If the persons who are to serve as directors until the first annual meeting have been named in the articles of incorporation, the power of the incorporator or incorporators to act for the corporation terminates upon filing of the articles. Subd. 2. Meeting. After the issuance of the certificate of incorporation, the incorporators or the directors named in the articles shall, within a reasonable time, hold an organizational meeting at the call of a majority of the incorporators or of the directors named in the articles, or take written action, for the purposes of electing directors, transacting business, and taking actions necessary or appropriate to complete the organization of the corporation. If a meeting is held, the persons calling the meeting shall give at least three days' notice of the meeting to each incorporator or director named, stating the date, time, and place of the meeting. History:  1989 c 304 s 25; 2017 c 17 s 3,4
MN Stat § 317A.201 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.201 — Board.

317A.201 BOARD. The business and affairs of a corporation must be managed by or under the direction of a board of directors. All directors are entitled to vote and have equal rights and preferences except as otherwise provided in the articles or bylaws. The members of the first board may be named in the articles, designated or appointed pursuant to the articles, or elected by the incorporators under section 317A.171. History:  1989 c 304 s 27; 1990 c 488 s 14
MN Stat § 317A.203 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.203 — Number.

317A.203 NUMBER. A board of directors must consist of three or more individuals, with the number specified in or fixed in accordance with the articles or bylaws. Notwithstanding section 317A.227, if the power to elect or appoint directors is vested in the board of directors and if the number of directors is fewer than three, or such greater minimum number set forth in the articles or bylaws, a majority of the directors in office may appoint or elect the number of additional directors necessary to increase the board to three directors or such greater minimum set forth in the articles or bylaws. History:  1989 c 304 s 28; 2001 c 208 s 21; 2010 c 250 art 1 s 20; 2017 c 17 s 5
MN Stat § 317A.205 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.205 — Qualifications; Election.

317A.205 QUALIFICATIONS; ELECTION. The qualifications and method of election or appointment of directors may be imposed by or in the manner provided in the articles or bylaws, provided that directors must be natural persons and a majority of the directors must be adults. The articles or bylaws may provide for ex officio directors who are directors because they hold another office or position. History:  1989 c 304 s 29; 1990 c 488 s 15
MN Stat § 317A.207 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.207 — Terms.

317A.207 TERMS. Subdivision 1. Length. (a) Directors are elected or appointed and hold office for fixed terms provided for in the articles or bylaws. A term of a director, other than an ex officio director, may not exceed ten years. If the articles or bylaws do not provide for a fixed term, the term is one year. An ex officio director serves as long as the director holds the office or position designated in the articles or bylaws. (b) Unless the articles or bylaws provide otherwise, a director holds office until expiration of the term for which the director was elected or appointed and until a successor is elected and qualified, or until the earlier death, resignation, removal, or disqualification of the director. (c) A decrease in the number of directors or term of office does not shorten an incumbent director's term. (d) Except as provided in the articles or bylaws, the term of a director filling a vacancy expires at the end of the unexpired term that the director is filling. Subd. 2. Staggered terms. The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the groups need not be uniform. History:  1989 c 304 s 30; 1990 c 488 s 16
MN Stat § 317A.209 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.209 — Expiration Of Term; Acts Not Void Or Voidable.

317A.209 EXPIRATION OF TERM; ACTS NOT VOID OR VOIDABLE. The expiration of a director's term with or without the election of a qualified successor does not make prior or later acts of the officers or the board void or voidable. History:   1989 c 304 s 31
MN Stat § 317A.211 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.211 — Compensation.

317A.211 COMPENSATION. Subject to a limitation in the articles or bylaws, the board may fix the compensation of directors. History:   1989 c 304 s 32
MN Stat § 317A.213 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.213 — Classification Of Directors.

317A.213 CLASSIFICATION OF DIRECTORS. (a) Except as provided in paragraph (b), directors may be divided into classes. (b) Directors of a corporation described in section 317A.811, subdivision 1, may not vote by class except when the articles or bylaws provide that only one class of directors may vote on a particular matter. History:  1989 c 304 s 33; 1990 c 488 s 17
MN Stat § 317A.215 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.215 — Cumulative Voting For Directors.

317A.215 CUMULATIVE VOTING FOR DIRECTORS. Unless the articles provide otherwise, there is no cumulative voting. History:   1989 c 304 s 34
MN Stat § 317A.221 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.221 — Resignation.

317A.221 RESIGNATION. (a) A director may resign at any time by giving written notice to the corporation. The resignation is effective without acceptance when the notice is given to the corporation, unless a later effective time is specified in the notice. (b) If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date. History:   1989 c 304 s 35
MN Stat § 317A.223 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.223 — Removal Of Directors.

317A.223 REMOVAL OF DIRECTORS. Subdivision 1. Modification. The provisions of this section apply unless a different method of removal is provided for in the articles or bylaws. Subd. 2. Removal by directors when there are members with voting rights. If there are members with voting rights, a director may be removed at any time, with or without cause, if: (1) the director was named by the board to fill a vacancy; (2) the members with voting rights have not elected directors in the interval between the time of the appointment to fill the vacancy and the time of the removal; and (3) a majority of the remaining directors present affirmatively vote to remove the director. Subd. 3. Removal by directors when there are no members with voting rights. If there are no members with voting rights, a director may be removed at any time, with or without cause, by those directors eligible to elect the director. Subd. 4. Removal by members with voting rights. A director may be removed at any time, with or without cause, by those members eligible to elect the director. History:   1989 c 304 s 36
MN Stat § 317A.225 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.225 — Removal Of Appointed Directors.

317A.225 REMOVAL OF APPOINTED DIRECTORS. Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director. The person removing the director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation's president or secretary. A removal is effective when the notice is effective unless the notice states a future effective date. History:  1989 c 304 s 37; 1990 c 488 s 18
MN Stat § 317A.227 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.227 — Vacancies.

317A.227 VACANCIES. (a) Unless the articles or bylaws provide otherwise, and except as provided in paragraphs (b), (c), and (d), if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors: (1) the members with voting rights, if any, may fill the vacancy; or (2) the remaining members of the board, though less than a quorum, may fill the vacancy. (b) If a vacant office was held by a director elected by a class, chapter, or other organizational unit or by region or other geographic grouping, only members with voting rights of the class, chapter, unit, or grouping are entitled to vote to fill the vacancy. (c) If a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy. (d) A vacancy that will occur at a specific later date may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. History:  1989 c 304 s 38; 1992 c 503 s 4; 2010 c 250 art 1 s 21
MN Stat § 317A.235 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.235 — Quorum.

317A.235 QUORUM. A majority, or a larger or smaller proportion or number provided in the articles or bylaws but not less than one-third, of the directors currently holding office is a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present may adjourn a meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of directors originally present leaves less than the proportion or number otherwise required for a quorum. History:   1989 c 304 s 40
MN Stat § 317A.237 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.237 — Act Of The Board.

317A.237 ACT OF THE BOARD. The board shall take action by the affirmative vote of a majority of directors with voting rights present and entitled to vote at a duly held meeting, unless this chapter or the articles or bylaws require the affirmative vote of a larger proportion or number. Proxy voting is not permitted. History:  1989 c 304 s 41; 1990 c 488 s 19; 2010 c 250 art 1 s 24