reglab/housing_qa huggingface dataset:
MN Stat § 302A.171 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.171 — Organization.

302A.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 all of the powers, rights, duties, and liabilities of directors, until directors are elected or until shares are issued, whichever occurs first. Subd. 2. Meeting. After the filing of articles of incorporation, the incorporators or the directors named in the articles shall either 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 transacting business and taking actions necessary or appropriate to complete the organization of the corporation, including, without limitation, amending the articles, electing directors, adopting bylaws, electing officers, adopting banking resolutions, authorizing or ratifying the purchase, lease, or other acquisition of suitable space, furniture, furnishings, supplies, and materials, approving a corporate seal, approving forms of certificates for shares of the corporation, adopting a fiscal year for the corporation, accepting subscriptions for and issuing shares of the corporation, and making any appropriate tax elections. If a meeting is held, the person or 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. Incorporators and directors may waive notice of an organizational meeting in the same manner that a director may waive notice of meetings of the board pursuant to section 302A.231, subdivision 5. History:  1981 c 270 s 24; 1993 c 17 s 16; 1997 c 10 art 1 s 9
MN Stat § 302A.181 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.181 — Bylaws.

302A.181 BYLAWS. Subdivision 1. Generally. A corporation may, but need not, have bylaws. Bylaws may contain any provision relating to the management of the business or the regulation of the affairs of the corporation not inconsistent with section 302A.201 or any other provision of law or the articles. Subd. 2. Power of board. Initial bylaws may be adopted pursuant to section 302A.171 by the incorporators or by the first board. Unless reserved by the articles to the shareholders, the power to adopt, amend, or repeal the bylaws is vested in the board. The power of the board is subject to the power of the shareholders, exercisable in the manner provided in subdivision 3, to adopt, amend, or repeal bylaws adopted, amended, or repealed by the board. After the adoption of the initial bylaws, the board shall not adopt, amend, or repeal a bylaw fixing a quorum for meetings of shareholders, prescribing procedures for removing directors or filling vacancies in the board, or fixing the number of directors or their classifications, qualifications, or terms of office, but may adopt or amend a bylaw to increase the number of directors. Subd. 3. Power of shareholders; procedure. If a shareholder or shareholders holding three percent or more of the voting power of the shares entitled to vote propose a resolution for action by the shareholders to adopt, amend, or repeal bylaws adopted, amended, or repealed by the board and the resolution sets forth the provision or provisions proposed for adoption, amendment, or repeal, the limitations and procedures for submitting, considering, and adopting the resolution are the same as provided in section 302A.135, subdivisions 2 to 4, for amendment of the articles. History:  1981 c 270 s 25; 1982 c 497 s 22; 1999 c 85 art 1 s 4; 2000 c 264 s 2
MN Stat § 302A.191 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.191 — Forum Selection Provisions.

302A.191 FORUM SELECTION PROVISIONS. Subdivision 1. Authorization. The articles or bylaws may require, consistent with applicable jurisdictional requirements, that any or all internal corporate claims must be brought exclusively in any or all of the courts in this state. The articles or bylaws must not prohibit bringing an internal corporate claim in the courts of this state. Subd. 2. Definition. "Internal corporate claim" means any: (a) claim that is based upon a violation of a duty under the laws of this state by a current or former director, officer, or shareholder in such capacity; (b) derivative action or proceeding brought on behalf of the corporation; or (c) action asserting a claim arising under this chapter or the corporation's articles or bylaws. History:   2018 c 103 s 4
MN Stat § 302A.201 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.201 — Board.

302A.201 BOARD. Subdivision 1. Board to manage. The business and affairs of a corporation shall be managed by or under the direction of a board, subject to the provisions of subdivision 2 and section 302A.457. The members of the first board may be named in the articles or elected by the incorporators pursuant to section 302A.171 or by the shareholders. Subd. 2. Shareholder management. The holders of the shares entitled to vote for directors of the corporation may, by unanimous affirmative vote, take any action that this chapter requires or permits the board to take. As to an action taken by the shareholders in that manner: (a) the directors have no duties, liabilities, or responsibilities as directors under this chapter with respect to or arising from the action; (b) the shareholders collectively and individually have all of the duties, liabilities, and responsibilities of directors under this chapter with respect to and arising from the action; (c) if the action relates to a matter required or permitted by this chapter or by any other law to be approved or adopted by the board, either with or without approval or adoption by the shareholders, the action is deemed to have been approved or adopted by the board; and (d) a requirement that an instrument filed with a governmental agency contain a statement that the action has been approved and adopted by the board is satisfied by a statement that the shareholders have taken the action under this subdivision. History:  1981 c 270 s 26; 1982 c 497 s 23; 1987 c 104 s 16
MN Stat § 302A.203 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.203 — Number.

302A.203 NUMBER. The board shall consist of one or more directors. The number of directors shall be fixed by or in the manner provided in the articles or bylaws. The number of directors may be increased or, subject to section 302A.223, decreased at any time by amendment to or in the manner provided in the articles or bylaws. History:   1981 c 270 s 27
MN Stat § 302A.205 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.205 — Qualifications; Election.

302A.205 QUALIFICATIONS; ELECTION. Directors shall be natural persons. The method of election and any additional qualifications for directors may be imposed by or in the manner provided in the articles or bylaws. History:   1981 c 270 s 28
MN Stat § 302A.207 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.207 — Terms.

302A.207 TERMS. Unless fixed terms are provided for in the articles or bylaws, a director serves for an indefinite term that expires at the next regular meeting of the shareholders. A fixed term of a director shall not exceed five years. A director holds office for the term for which the director was elected and until a successor is elected and has qualified, or until the earlier death, resignation, removal, or disqualification of the director. History:  1981 c 270 s 29; 1982 c 497 s 24
MN Stat § 302A.209 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.209 — Acts Not Void Or Voidable.

302A.209 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 subsequent acts of the officers or the board void or voidable. History:   1981 c 270 s 30
MN Stat § 302A.211 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.211 — Compensation.

302A.211 COMPENSATION. Subject to any limitations in the articles or bylaws, the board may fix the compensation of directors. History:   1981 c 270 s 31
MN Stat § 302A.213 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.213 — Classification Of Directors.

302A.213 CLASSIFICATION OF DIRECTORS. Directors may be divided into classes as provided in the articles or bylaws. History:   1981 c 270 s 32
MN Stat § 302A.215 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.215 — Voting For Directors; Cumulative Voting.

302A.215 VOTING FOR DIRECTORS; CUMULATIVE VOTING. Subdivision 1. Required vote. Unless otherwise provided in the articles, directors are elected by a plurality of the voting power of the shares present and entitled to vote on the election of directors at a meeting at which a quorum is present. Subd. 2. Cumulative voting rights. Unless the articles provide that there shall be no cumulative voting, and except as provided in section 302A.223, subdivision 5, each shareholder entitled to vote for directors has the right to cumulate those votes in the election of directors by giving written notice of intent to cumulate those votes to any officer of the corporation before the meeting, or to the presiding officer at the meeting at which the election is to occur at any time before the election of directors at the meeting, in which case: (a) The presiding officer at the meeting shall announce, before the election of directors, that shareholders shall cumulate their votes; and (b) Each shareholder shall cumulate those votes either by casting for one candidate the number of votes equal to the number of directors to be elected multiplied by the number of votes represented by the shares, or by distributing all of those votes on the same principle among any number of candidates. Subd. 3. Modifications of cumulative voting. With respect to a corporation that is not a publicly held corporation, no amendment to the articles or bylaws that has the effect of denying, limiting, or modifying the right to cumulative voting for directors provided in this section shall be adopted if the votes of a proportion of the voting power sufficient to elect a director at an election of the entire board under cumulative voting are cast against the amendment. History:  1981 c 270 s 33; 1983 c 368 s 4; 2004 c 199 art 14 s 9; 2010 c 250 art 1 s 2
MN Stat § 302A.221 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.221 — Resignation.

302A.221 RESIGNATION. 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. History:   1981 c 270 s 34
MN Stat § 302A.223 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.223 — Removal Of Directors.

302A.223 REMOVAL OF DIRECTORS. Subdivision 1. Modification. The provisions of this section apply unless modified by the articles, the bylaws, or an agreement described in section 302A.457. Subd. 2. Removal by directors. A director may be removed at any time, with or without cause, if: (a) the director was named by the board to fill a vacancy; (b) the shareholders have not elected directors in the interval between the time of the appointment to fill a vacancy and the time of the removal; and (c) a majority of the remaining directors present affirmatively vote to remove the director. Subd. 3. Removal by shareholders. Except as provided in subdivision 4, any one or all of the directors may be removed at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of all shares entitled to vote at an election of directors; provided that, if a director has been elected solely by the holders of a class or series of shares, as stated in the articles or bylaws, then that director may be removed only by the affirmative vote of the holders of a majority of the voting power of all shares of that class or series entitled to vote at an election of that director. Subd. 4. Exception for corporations with cumulative voting. In a corporation having cumulative voting, unless the entire board is removed simultaneously, a director is not removed from the board if there are cast against removal of the director the votes of a proportion of the voting power sufficient to elect the director at an election of the entire board under cumulative voting. Subd. 5. Election of replacements. New directors may be elected at a meeting at which directors are removed. If the corporation allows cumulative voting and a shareholder notifies the presiding officer at any time prior to the election of new directors of intent to cumulate the votes of the shareholder, the presiding officer shall announce before the election that cumulative voting is in effect, and shareholders shall cumulate their votes as provided in section 302A.215, subdivision 1, clause (b). History:  1981 c 270 s 35; 1997 c 10 art 1 s 10; 1999 c 85 art 1 s 5
MN Stat § 302A.225 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.225 — Vacancies.

302A.225 VACANCIES. Unless different rules for filling vacancies are provided for in the articles or bylaws: (a)(1) Vacancies on the board resulting from the death, resignation, removal, or disqualification of a director may be filled by the affirmative vote of a majority of the remaining directors, even though less than a quorum; and (2) Vacancies on the board resulting from newly created directorships may be filled by the affirmative vote of a majority of the directors serving at the time of the increase; and (b) Each director elected under this section to fill a vacancy holds office until a qualified successor is elected by the shareholders at the next regular or special meeting of the shareholders. History:   1981 c 270 s 36
MN Stat § 302A.233 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.233 — Absent Directors.

302A.233 ABSENT DIRECTORS. If the articles or bylaws so provide, a director may give advance written consent or opposition to a proposal to be acted on at a board meeting. If the director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as the vote of a director present at the meeting in favor of or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected. History:  1981 c 270 s 38; 1993 c 17 s 18
MN Stat § 302A.235 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.235 — Quorum.

302A.235 QUORUM. A majority, or a larger or smaller proportion or number provided in the articles or bylaws, 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 a number of directors originally present leaves less than the proportion or number otherwise required for a quorum. History:  1981 c 270 s 39; 1982 c 497 s 70
MN Stat § 302A.237 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.237 — Act Of The Board.

302A.237 ACT OF THE BOARD. Subdivision 1. Majority required. The board shall take action by the affirmative vote of the greater of (1) a majority of directors present at a duly held meeting at the time the action is taken, or (2) a majority of the minimum proportion or number of directors that would constitute a quorum for the transaction of business at the meeting, except where this chapter or the articles require the affirmative vote of a larger proportion or number. If the articles require a larger proportion or number than is required by this chapter for a particular action, the articles shall control. Subd. 2. Voting power. The articles of a domestic corporation that is not a publicly held corporation may confer upon one or more directors voting powers greater than or less than those of other directors. After the adoption of the initial articles, an amendment to the articles to confer upon one or more directors voting powers greater than or less than those of other directors requires the approval of all of the shareholders entitled to vote on the amendment. If the articles provide that any director has more or less than one vote on any matter, every reference in this chapter to a majority or other proportion of the directors shall refer to a majority or other proportion of the voting power of the directors. Unless otherwise provided in the articles, the bylaws, or the resolution establishing the committee or the subcommittee, any such provision conferring greater or lesser voting power applies to voting in a committee or subcommittee. History:  1981 c 270 s 40; 1993 c 17 s 19; 2008 c 233 art 1 s 8
MN Stat § 302A.239 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.239 — Action Without Meeting.

302A.239 ACTION WITHOUT MEETING. Subdivision 1. Method. An action required or permitted to be taken at a board meeting may be taken by written action signed, or consented to by authenticated electronic communication, by all of the directors. If the articles so provide, any action, other than an action requiring shareholder approval, may be taken by written action signed, or consented to by authenticated electronic communication, by the number of directors that would be required to take the same action at a meeting of the board at which all directors were present. Subd. 2. Effective time. The written action is effective when signed, or consented to by authenticated electronic communication, by the required number of directors, unless a different effective time is provided in the written action. Subd. 3. Notice; liability. When written action is permitted to be taken by less than all directors, all directors shall be notified immediately of its text and effective date. Failure to provide the notice does not invalidate the written action. A director who does not sign or consent to the written action has no liability for the action or actions taken thereby. History:  1981 c 270 s 41; 1982 c 497 s 25; 2002 c 311 art 1 s 13,14
MN Stat § 302A.241 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.241 — Committees.

302A.241 COMMITTEES. Subdivision 1. Generally. A resolution approved by the affirmative vote of a majority of the directors currently holding office may establish committees having the authority of the board in the management of the business of the corporation only to the extent provided in the resolution. Committees may include a special litigation committee consisting of one or more independent directors or other independent persons to consider legal rights or remedies of the corporation and whether those rights and remedies should be pursued. Committees other than special litigation committees and committees formed pursuant to section 302A.673, subdivision 1, paragraph (d), are subject at all times to the direction and control of the board. Subd. 2. Membership. Committee members shall be natural persons. Unless the articles or bylaws provide for a different membership or manner of appointment, a committee shall consist of one or more persons, who need not be directors, appointed by affirmative vote of a majority of the directors present. Subd. 2a. Subcommittees. Unless otherwise provided in the articles, the bylaws, or the resolution of the board establishing the committee, a committee may create one or more subcommittees, each consisting of one or more members of the committee, and may delegate to a subcommittee any or all of the authority of the committee. In this chapter, unless the language or context clearly indicates that a different meaning is intended, any reference to a committee is deemed to include a subcommittee, and any reference to a committee member is deemed to include a subcommittee member. Subd. 3.  [Repealed, 1982 c 497 s 73] Subd. 4. Procedure. Sections 302A.231 to 302A.239 apply to committees and members of committees to the same extent as those sections apply to the board and directors. Subd. 5. Minutes. Minutes, if any, of committee meetings shall be made available upon request to members of the committee and to any director. Subd. 6. Standard of conduct. The establishment of, delegation of authority to, and action by a committee does not alone constitute compliance by a director with the standard of conduct set forth in section 302A.251. Subd. 7. Committee members deemed directors. Committee members are deemed to be directors for purposes of sections 302A.251, 302A.255, and 302A.521. History:  1981 c 270 s 42; 1982 c 497 s 26,27; 1989 c 172 s 5; 1993 c 17 s 20; 2006 c 250 art 1 s 20; 2008 c 233 art 1 s 9
MN Stat § 302A.301 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.301 — Officers Required.

302A.301 OFFICERS REQUIRED. A corporation shall have one or more natural persons exercising the functions of the offices, however designated, of chief executive officer and chief financial officer. History:   1981 c 270 s 46