reglab/housing_qa huggingface dataset:
MN Stat § 317A.239 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.239 — Action Without Meeting.

317A.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, an action, other than an action requiring approval of members with voting rights, 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 must 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 is not liable for the action or actions taken thereby. History:  1989 c 304 s 42; 2002 c 311 art 3 s 6,7; 2010 c 250 art 1 s 25,26
MN Stat § 317A.241 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.241 — Committees.

317A.241 COMMITTEES. Subdivision 1. Generally. A resolution approved by the affirmative vote of a majority of the board 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 are subject at all times to the direction and control of the board. Subd. 2. Membership. Committee members must be natural persons. Unless the articles or bylaws provide otherwise, a committee must consist of one or more persons, who need not be directors, appointed by the affirmative vote of a majority of the directors present. Subd. 3. Procedure. Sections 317A.231 to 317A.239 apply to committees and members of committees to the same extent as those sections apply to the board. Subd. 4. Minutes. Minutes, if any, of committee meetings must be made available upon request to members of the committee and to a director. Subd. 5. 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 317A.251. Subd. 6. Committee members considered directors. Committee members are considered to be directors for purposes of sections 317A.251, 317A.255, and 317A.521. Subd. 7. 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 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. History:  1989 c 304 s 43; 2010 c 250 art 1 s 27,28; 2017 c 17 s 6
MN Stat § 317A.251 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.251 — Standard Of Conduct.

317A.251 STANDARD OF CONDUCT. Subdivision 1. Standard; liability. A director shall discharge the duties of the position of director in good faith, in a manner the director reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. A person who so performs those duties is not liable by reason of being or having been a director of the corporation. Subd. 2. Reliance. (a) A director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by: (1) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; (2) counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person's professional or expert competence; or (3) a committee of the board upon which the director does not serve, duly established under section 317A.241, as to matters within its designated authority, if the director reasonably believes the committee to merit confidence. (b) Paragraph (a) does not apply to a director who has actual knowledge concerning the matter in question that makes the reliance otherwise permitted by paragraph (a) unwarranted. Subd. 3. Presumption of assent; dissent. A director who is present at a meeting of the board when an action is approved by the board is presumed to have assented to the action approved, unless the director: (1) objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate in the meeting, in which case the director is not considered to be present at the meeting for purposes of this chapter; (2) votes against the action at the meeting; or (3) is prohibited from voting on the action by the articles or bylaws or as a result of a decision to approve, ratify, or authorize a transaction pursuant to section 317A.255 or a conflict of interest policy adopted by the board. Subd. 4. Not considered trustee. A director, regardless of how identified, is not considered to be a trustee with respect to the corporation or with respect to property held or administered by the corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferor of the property. History:  1989 c 304 s 44; 1990 c 488 s 20; 1992 c 503 s 5
MN Stat § 317A.257 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.257 — Unpaid Directors; Liability For Damages.

317A.257 UNPAID DIRECTORS; LIABILITY FOR DAMAGES. Subdivision 1. Generally. Except as provided in subdivision 2, a person who serves without compensation as a director, officer, trustee, member, or agent of an organization exempt from state income taxation under section 290.05, subdivision 2, or who serves without compensation as a fire chief of a nonprofit fire-fighting corporation or municipal volunteer fire department, or of a public corporation established by law but not considered a municipality, is not civilly liable for an act or omission by that person if the act or omission was in good faith, was within the scope of the person's responsibilities as a director, officer, trustee, member, agent, or fire chief of the organization, and did not constitute willful or reckless misconduct. Subd. 2. Exceptions. (a) Subdivision 1 does not apply to: (1) an action or proceeding brought by the attorney general for a breach of a fiduciary duty as a director; (2) a cause of action to the extent it is based on federal law; (3) a cause of action based on the person's express contractual obligation; or (4) an action or proceeding based on a breach of public pension plan fiduciary responsibility. (b) Subdivision 1 does not limit an individual's liability for physical injury to the person of another or for wrongful death that is personally and directly caused by the individual, nor the liability of a municipality arising out of the performance of firefighting or related activities. Subd. 3. Definition. For purposes of this section, the term "compensation" means any thing of value received for services rendered, except: (1) reimbursement for expenses actually incurred; (2) a per diem in an amount not more than the per diem authorized for state advisory councils and committees under section 15.059, subdivision 3; or (3) payment by an organization of insurance premiums on behalf of a person who is or was a director, officer, trustee, member, or agent of an organization, or who, while a director, officer, trustee, member, or agent of the organization, is or was serving at the request of the organization as a director, officer, partner, trustee, employee, or agent of another organization or employee benefit plan against liability asserted against and incurred by the person in or arising from that capacity. History:   1989 c 304 s 46
MN Stat § 317A.301 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.301 — Officers Required.

317A.301 OFFICERS REQUIRED. A corporation must have one or more natural persons exercising the functions of the offices of president and treasurer, however designated. History:  1989 c 304 s 47; 1990 c 488 s 21; 2010 c 250 art 1 s 30
MN Stat § 317A.305 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.305 — Duties Of Required Officers.

317A.305 DUTIES OF REQUIRED OFFICERS. Subdivision 1. Presumption; modification. Unless the articles, the bylaws, or a resolution adopted by the board and consistent with the articles or bylaws provide otherwise, the president and treasurer have the duties in this section. Subd. 2. President. The president shall: (1) have general active management of the business of the corporation; (2) when present, preside at meetings of the board and of the members; (3) see that orders and resolutions of the board are carried into effect; (4) sign and deliver in the name of the corporation deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the articles or bylaws or by the board to another officer or agent of the corporation; (5) maintain records of and, when necessary, certify proceedings of the board and the members; and (6) perform other duties prescribed by the board. Subd. 3. Treasurer. The treasurer shall: (1) keep accurate financial records for the corporation; (2) deposit money, drafts, and checks in the name of and to the credit of the corporation in the banks and depositories designated by the board; (3) endorse for deposit notes, checks, and drafts received by the corporation as ordered by the board, making proper vouchers for the deposit; (4) disburse corporate funds and issue checks and drafts in the name of the corporation, as ordered by the board; (5) upon request, provide the president and the board an account of transactions by the treasurer and of the financial condition of the corporation; and (6) perform other duties prescribed by the board or by the president. History:   1989 c 304 s 48
MN Stat § 317A.311 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.311 — Other Officers.

317A.311 OTHER OFFICERS. Except to the extent that the articles or bylaws provide that the members may exercise the powers under this section, the board may elect or appoint, in a manner set forth in the articles or bylaws or in a resolution adopted by the board, other officers the board considers necessary for the operation and management of the corporation, each of whom has the powers, rights, duties, responsibilities, and terms in office provided for in the articles or bylaws or determined by the board. Unless reserved to the members with voting rights, to the extent authorized in the articles, the bylaws, or a resolution approved by the affirmative vote of a majority of the directors present, the president may appoint one or more officers, other than the treasurer. History:  1989 c 304 s 49; 1990 c 488 s 22; 2010 c 250 art 1 s 31; 2017 c 17 s 7
MN Stat § 317A.315 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.315 — Multiple Offices.

317A.315 MULTIPLE OFFICES. Unless the articles or bylaws provide otherwise, any number of offices or functions of those offices may be held or exercised by the same person. If a document must be signed by persons holding different offices or functions and a person holds or exercises more than one of those offices or functions, that person may sign the document in more than one capacity, but only if the document indicates each capacity in which the person signs. History:  1989 c 304 s 50; 2010 c 250 art 1 s 32
MN Stat § 317A.321 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.321 — Officers Considered Elected.

317A.321 OFFICERS CONSIDERED ELECTED. In the absence of an election or appointment of officers by the board or the members with voting rights, the person exercising the principal functions of the president or the treasurer is considered to have been elected to the office. History:  1989 c 304 s 51; 1990 c 488 s 23; 2010 c 250 art 1 s 33
MN Stat § 317A.331 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.331 — Contract Rights.

317A.331 CONTRACT RIGHTS. The election or appointment of a person as an officer or agent does not, of itself, create contract rights. A corporation may enter into a contract with an officer or agent for a period if, in the board's judgment, the contract would be in the best interests of the corporation. The fact that the contract may be for a term longer than the terms of the directors who authorized or approved the contract does not make the contract void or voidable. History:   1989 c 304 s 52
MN Stat § 317A.341 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.341 — Resignation; Removal; Vacancies.

317A.341 RESIGNATION; REMOVAL; VACANCIES. Subdivision 1. Resignation. An officer may resign 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 date is named in the notice. Subd. 2. Removal. Except as otherwise provided in the articles or bylaws, an officer may be removed, with or without cause, by a resolution adopted by the board or by the members with voting rights, whichever elected or appointed the officer. An officer appointed by the president may also be removed at any time, with or without cause, by the president. To the extent authorized in the articles, the bylaws, or a resolution approved by the affirmative vote of a majority of the directors present, the president of a corporation may remove an officer elected or appointed by the board, other than the treasurer. A removal as described in this subdivision is without prejudice to contractual rights of the officer. Subd. 3. Vacancy. A vacancy in an office because of death, resignation, removal, disqualification, or other cause may, or in the case of a vacancy in the office of president or treasurer must, be filled for the unexpired part of the term in the manner provided in the articles or bylaws, or as determined by the board or under section 317A.321. History:  1989 c 304 s 53; 1990 c 488 s 24; 1992 c 503 s 9; 2010 c 250 art 1 s 34
MN Stat § 317A.351 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.351 — Delegation.

317A.351 DELEGATION. Unless prohibited by the articles or bylaws or by a resolution adopted by the board, an officer may, without the approval of the board, delegate some or all the duties and powers of an office to other persons. An officer who delegates the duties or powers of an office remains subject to the standard of conduct for an officer with respect to the discharge of the delegated duties and powers. History:   1989 c 304 s 54
MN Stat § 317A.361 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.361 — Standard Of Conduct.

317A.361 STANDARD OF CONDUCT. Subdivision 1. Standard; liability. An officer shall discharge the duties of an office in good faith, in a manner the officer reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. A person exercising the principal functions of an office or to whom some or all of the duties and powers of an office are delegated under section 317A.351 is considered an officer for purposes of this section and sections 317A.467 and 317A.521. Subd. 2. Not considered trustee. An officer is not considered to be a trustee with respect to the corporation or with respect to property held or administered by the corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferor of the property. History:   1989 c 304 s 55
MN Stat § 317A.401 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.401 — Members.

317A.401 MEMBERS. Subdivision 1. Existence. (a) A corporation may have one or more classes of members or may have no members. In the absence of a provision in its articles or bylaws providing for members, a corporation has no members. (b) If a corporation has no members, an action for which there is no specific provision of this chapter applicable to a corporation without members and that would otherwise require approval of the members requires only the approval of the board. (c) A reference in this chapter to a corporation that has no members includes a corporation in which the directors are the only members. Subd. 2. Admission. A corporation may admit any person as a member. The articles or bylaws may establish criteria or procedures for admission. A person may not be admitted as a member without the person's express or implied consent. For purposes of this subdivision, consent includes, but is not limited to, acceptance of membership benefits knowing that the benefits are available only to members, or taking some other affirmative action that confers membership benefits. If the articles or bylaws provide that a person who contributes to the corporation is a member, a contribution is consent. Subd. 3. Consideration. Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for consideration as is determined by the board. Subd. 4. Rights. Members are of one class unless the articles establish, or authorize the bylaws to establish, more than one class. Members are entitled to vote and have equal rights and preferences except to the extent that the articles or bylaws have fixed or limited the rights and preferences of members or different classes of members or provide for nonvoting members. The articles or bylaws may fix the term of membership. History:  1989 c 304 s 56; 1990 c 488 s 25
MN Stat § 317A.403 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.403 — Membership Certificates.

317A.403 MEMBERSHIP CERTIFICATES. A corporation may issue certificates showing membership in the corporation. In lieu of a membership certificate, a corporation may issue preferred or common stock. Stock may be issued upon the terms and conditions that the board considers appropriate. History:  1989 c 304 s 57; 1990 c 488 s 26
MN Stat § 317A.405 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.405 — Transfer Of Membership.

317A.405 TRANSFER OF MEMBERSHIP. (a) Except as provided in the articles or bylaws, a member of a corporation may not transfer a membership or a right arising from it. (b) Where transfer rights have been provided, a restriction on them is not binding with respect to a member holding a membership issued before the adoption of the restriction unless the restriction is approved by the members and the affected member. History:   1989 c 304 s 58
MN Stat § 317A.407 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.407 — Liability Of Members.

317A.407 LIABILITY OF MEMBERS. Subdivision 1. Third parties. A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation. Subd. 2. Dues, assessments, or fees. (a) When authority to do so is conferred by the articles or bylaws and subject to any limitations, a corporation may levy dues, assessments, or fees upon its members. The dues, assessments, or fees may be imposed upon all classes of members alike or differently upon different classes of members. Members of one or more classes may be exempted. (b) Articles or bylaws may: (1) fix the amount of the levy and the method of collection of dues, assessments, or fees; or (2) authorize the directors to fix the amount from time to time and determine the methods of collection. (c) Articles or bylaws may provide for: (1) enforcement or collection of dues, assessments, or fees; (2) cancellation of membership, on reasonable notice, for nonpayment of dues, assessments, or fees; or (3) reinstatement of membership. History:   1989 c 304 s 59
MN Stat § 317A.409 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 317A — Nonprofit Corporations|Section 317A.409 — Resignation.

317A.409 RESIGNATION. A member may resign at any time. The resignation of a member does not relieve the member from any obligations the member may have to the corporation for dues, assessments, or fees or charges for goods or services. History:   1989 c 304 s 60