reglab/statecodes huggingface dataset:
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.411 — Termination.

317A.411 TERMINATION.
Subdivision 1.
Fair and reasonable procedure required.
A member may not be expelled or suspended, and a membership may not be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith. This section does not apply to the termination of a membership at the end of a fixed term.
Subd. 2.
Standards.
A procedure is fair and reasonable when it is fair and reasonable taking into consideration all of the relevant facts and circumstances. In addition, a procedure is fair and reasonable if it provides:
(1) not less than 15 days' prior written notice of the expulsion, suspension, or termination, and the reasons for it; and
(2) an opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension, or termination by a person authorized to decide that the proposed expulsion, termination, or suspension not take place.
Subd. 3.
Time limit to challenge.
A proceeding challenging an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, must be begun within one year after the effective date of the expulsion, suspension, or termination.
Subd. 4.
Member liability.
The expulsion, suspension, or termination of a member does not relieve the member from obligations the member may have to the corporation for dues, assessments, or fees or charges for goods or services.
History:
1989 c 304 s 61
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.413 — Purchase Of Memberships.

317A.413 PURCHASE OF MEMBERSHIPS.
If authorized in its articles or bylaws, a corporation may buy the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions in the articles or bylaws.
History:
1989 c 304 s 62
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.415 — Delegates.

317A.415 DELEGATES.
A corporation may provide in its articles or bylaws for delegates having some or all the authority of members. The articles or bylaws may set forth provisions relating to:
(1) the characteristics, qualifications, rights, limitations, and obligations of the delegates, including their selection and removal;
(2) calling, noticing, holding, and conducting meetings of delegates; and
(3) carrying on corporate activities during and between meetings of delegates.
History:
1989 c 304 s 63
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.431 — Annual Meetings Of Members With Voting Rights.

317A.431 ANNUAL MEETINGS OF MEMBERS WITH VOTING RIGHTS.
Subdivision 1.
Frequency.
Unless the articles or bylaws provide otherwise, a corporation with members with voting rights shall hold at least an annual meeting of members with voting rights.
Subd. 2.
Demand by members.
If an annual meeting of members with voting rights has not been held during the preceding 15 months, at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, may demand an annual meeting of members by written notice of demand given to the president or the treasurer of the corporation. Within 30 days after receipt of the demand, the board shall cause a meeting of members to be called and held at the expense of the corporation on notice no later than 90 days after receipt of the demand. If the board fails to cause a meeting to be called and held as required by this subdivision, the members with voting rights making the demand may call the meeting at the expense of the corporation by giving notice as required by section 317A.435.
Subd. 3.
Time; place.
An annual meeting of members must be held at the time and place stated in or fixed in accordance with the articles or bylaws. If a place is not stated or if a demand for a meeting is made under subdivision 2, the meeting must be held in the county where the corporation's registered office is located. To the extent authorized in articles or bylaws, the board of directors may determine that an annual meeting of the members shall be held solely by means of remote communication in accordance with section 317A.450, subdivision 2.
Subd. 4.
Elections; business.
At an annual meeting of members:
(1) there must be an election of successors for directors elected by members and whose terms have expired or whose terms expire at an annual meeting;
(2) there must be a report on the activities and financial condition of the corporation; and
(3) the members shall consider and act upon other matters as may be raised consistent with the notice of meeting requirements.
Subd. 5.
Effect of failure to hold meeting.
The failure to hold a meeting in accordance with a corporation's articles or bylaws does not affect the validity of a corporate action.
History:
1989 c 304 s 64; 1990 c 488 s 27; 1992 c 503 s 10; 2002 c 311 art 3 s 8; 2017 c 17 s 19
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.433 — Special Meetings Of Members With Voting Rights.

317A.433 SPECIAL MEETINGS OF MEMBERS WITH VOTING RIGHTS.
Subdivision 1.
Who may call.
A corporation with members with voting rights shall hold a special meeting of members:
(1) on call of its board or persons authorized to do so by the articles or bylaws; or
(2) if at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, sign, date, and deliver to the president or the treasurer one or more written demands for the meeting describing the purpose for which it is to be held.
Subd. 2.
Notice.
Within 30 days after receipt of a demand for a special meeting from members with voting rights, the board shall cause a special meeting to be called and held on notice no later than 90 days after receipt of the demand at the expense of the corporation. If the board fails to cause a special meeting to be called and held as required by this subdivision, a member with voting rights making the demand may call the meeting by giving notice under section 317A.435 at the expense of the corporation.
Subd. 3.
Time; place.
Special meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the articles, bylaws, or by the president or the board. If a special meeting is demanded by the members, the meeting must be held in the county where the corporation's registered office is located. To the extent authorized in the articles or bylaws, the board of directors may determine that a special meeting of the members shall be held solely by means of remote communication in accordance with section 317A.450, subdivision 2.
Subd. 4.
Notice requirements; business limited.
The notice of a special meeting must contain a statement of the purposes of the meeting. The notice may also contain other information required by the articles or bylaws or considered necessary or desirable by the board or by another person calling the meeting. The business transacted at a special meeting is limited to the purposes stated within the notice of the meeting. Business transacted at a special meeting that is not included in those stated purposes is voidable by or on behalf of the corporation, unless all of the members with voting rights have waived notice of the meeting under section 317A.435.
History:
1989 c 304 s 65; 2002 c 311 art 3 s 9; 2017 c 17 s 19
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.434 — Court-ordered Meeting Of Members With Voting Rights.

317A.434 COURT-ORDERED MEETING OF MEMBERS WITH VOTING RIGHTS.
Subdivision 1.
When authorized.
The district court of the county where a corporation's registered office is located may order a meeting to be held:
(1) on application of at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, or of another person entitled to participate in the annual meeting, if a meeting was not held within the earlier of six months after the end of the corporation's fiscal year or 15 months after its last meeting; or
(2) on application of a member with voting rights who signed a demand for a special meeting valid under section 317A.433 or a person entitled to call a special meeting if:
(i) notice of the special meeting was not given within 30 days after the date the demand was delivered to a corporate officer; or
(ii) the special meeting was not held in accordance with the notice.
Subd. 2.
Scope of order.
The court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purposes of the meeting.
Subd. 3.
Costs and attorneys fees.
If the court orders a meeting, it may also order the corporation to pay the member's costs, including reasonable attorneys fees, incurred to obtain the order.
History:
1989 c 304 s 66; 2017 c 17 s 19
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.437 — Record Date; Determining Members Entitled To Notice And Vote.

317A.437 RECORD DATE; DETERMINING MEMBERS ENTITLED TO NOTICE AND VOTE.
Subdivision 1.
Determination.
The board may 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 members as the date for the determination of the members entitled to notice of and entitled to vote at the meeting. When a date is so fixed, only members with voting rights on that date are entitled to notice of and permitted to vote at that meeting of members.
Subd. 2.
Adjourned meeting.
(a) A determination of members entitled to notice and to vote at a membership meeting is effective for an adjournment of the meeting unless the board fixes a new date for determining the right to notice and to vote, which it must do if the meeting is adjourned to a date more than 60 days after the record date for determining members entitled to notice of the original meeting.
(b) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date for notice and voting continues in effect or it may fix a new record date for notice and voting.
History:
1989 c 304 s 68; 2017 c 17 s 19
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.439 — Members' List For Meeting.

317A.439 MEMBERS' LIST FOR MEETING.
Subdivision 1.
Preparation.
After fixing a record date for notice of and voting at a meeting, a corporation shall prepare an alphabetical list of the names of its members who are entitled to notice and to vote. The list must show the address and number of votes each member is entitled to vote at the meeting.
Subd. 2.
Inspection.
The list of members must be available for inspection by a member with voting rights for the purpose of communication with other members concerning the meeting, beginning two business days after the meeting notice is given and continuing through the meeting, at the corporation's registered office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. The list also must be available at the meeting. A member, a member's agent, or attorney is entitled on written demand to inspect and to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection and at any time during the meeting or an adjournment.
Subd. 3.
Enforcement.
If the corporation refuses to allow a member with voting rights, the member's agent, or attorney to inspect the list of members before or at the meeting, the district court of the county where a corporation's registered office is located, on application of the member, may:
(1) order the inspection or copying at the corporation's expense;
(2) postpone the meeting until the inspection or copying is complete; or
(3) order the corporation to pay the member's costs, including reasonable attorneys fees, incurred to obtain the order.
Subd. 4.
Effect of failure to comply.
Unless a written demand to inspect and copy a membership list has been made under subdivision 2 before the membership meeting and a corporation improperly refuses to comply with the demand, refusal, or failure to comply with this section does not affect the validity of action taken at the meeting.
Subd. 5.
Improper use prohibited.
A member, agent, or attorney who gains access to a membership list under this section may not use or give to another for use the membership list for any purpose other than a proper purpose. Upon application of the corporation, the district court may issue a protective order or order other relief necessary to enforce this subdivision.
Subd. 6.
Neighborhood organizations.
A neighborhood organization as defined in section 317A.435, subdivision 4, is not required to prepare a membership list under this section, if it has chosen to be governed by this subdivision by so providing in its articles or bylaws.
History:
1989 c 304 s 69; 2002 c 340 s 2
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.441 — Right To Vote.

317A.441 RIGHT TO VOTE.
(a) Unless the articles or bylaws provide otherwise, each member with voting rights is entitled to one vote on each matter voted on by the members. If a membership stands of record in the names of two or more persons, their acts with respect to voting have the following effect:
(1) if only one votes, the act binds all; and
(2) if more than one votes, the vote must be divided on a pro rata basis.
(b) In the case of a neighborhood organization, members with voting rights are, at a minimum, individuals who are on a preexisting membership list or who, at a meeting of the neighborhood organization, can produce:
(1) a Minnesota driver's license, Minnesota identification card, or some form of residency verification that indicates the individual resides within the geographic boundaries of the neighborhood organization; or
(2) proof of ownership or lease of a business or property or proof of being employed by a nonprofit organization, business, or government entity located within the geographic boundaries of the neighborhood, if such members are authorized by the bylaws of the neighborhood organization.
(c) An individual who resides within the geographic boundaries of a neighborhood organization or meets membership criteria under paragraph (b), clause (2), but lacks the documentation required by paragraph (b), clause (1), may vote at a meeting of the neighborhood organization if a member who has the required documentation vouches for the individual.
(d) A neighborhood organization through its articles or bylaws may permit voting at its meetings by individuals in addition to those described in paragraph (b) or (c).
(e) For purposes of this section, "neighborhood organization" has the meaning given in section 317A.435, subdivision 4. A neighborhood organization may choose to be governed by paragraphs (b), (c), and (d) by so providing in its articles or bylaws.
History:
1989 c 304 s 70; 2002 c 340 s 3
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.443 — Act Of The Members.

317A.443 ACT OF THE MEMBERS.
Subdivision 1.
General.
Except for the election of directors, which is governed by section 317A.205, unless this chapter or the articles or bylaws require a greater vote or voting by class, if a quorum is present, or if a quorum has been present at a meeting, the affirmative vote of the majority of the members with voting rights present and entitled to vote, which must also be a majority of the required quorum, is the act of the members.
Subd. 2.
Methods.
Unless otherwise provided in the articles or bylaws, members may take action at a meeting by voice or ballot, by unanimous action without a meeting under section 317A.445, by ballot under section 317A.447, or by remote communication under section 317A.450.
History:
1989 c 304 s 71; 1990 c 488 s 29; 2003 c 2 art 1 s 36; 2004 c 199 art 14 s 34; 2017 c 17 s 8
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.445 — Unanimous Action Without A Meeting.

317A.445 UNANIMOUS ACTION WITHOUT A MEETING.
An action required or permitted to be taken at a meeting of the members may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all of the members entitled to vote on that action. The written action is effective when it has been signed, or consented to by authenticated electronic communication, by all of those members, unless a different effective time is provided in the written action. When this chapter requires a certificate concerning an action to be filed with the secretary of state, the officers signing the certificate must indicate that the action was taken under this section.
History:
1989 c 304 s 72; 2002 c 311 art 3 s 10