reglab/statecodes huggingface dataset:
2023 Minnesota Statutes › Chapters 299A - 299N — Public Safety › Chapter 299N — Firefighter Training And Education › Section 299N.01 — Definitions.

299N.01 DEFINITIONS.
Subdivision 1.
Scope.
The terms used in this chapter have the meanings given them in this section.
Subd. 2.
Fire department.
"Fire department" means a regularly organized fire department, fire protection district, or fire company regularly charged with the responsibility of providing fire protection to the state or a local government and includes a private nonprofit fire department directly serving a local government. It does not include industrial fire brigades that do not have a fire department identification number issued by the state fire marshal.
Subd. 3.
Firefighter.
"Firefighter" means a volunteer, paid on-call, part-time, or full-time firefighter serving a general population within the boundaries of the state.
History:
2000 c 344 s 1,4; 2005 c 110 s 1; 2005 c 136 art 9 s 14; 2007 c 140 art 3 s 6; art 13 s 4; 1Sp2019 c 5 art 7 s 1,2
2023 Minnesota Statutes › Chapters 299A - 299N — Public Safety › Chapter 299N — Firefighter Training And Education › Section 299N.03 — Definitions.

299N.03 DEFINITIONS.
Subdivision 1.
Scope.
The terms used in sections 299N.04 and 299N.05 have the meanings given them in this section.
Subd. 2.
Board.
"Board" means the Board of Firefighter Training and Education established under section 299N.02.
Subd. 3.
Chief firefighting officer.
"Chief firefighting officer" means the highest ranking employee or appointed official of a fire department, or the highest ranking employee or appointed official's designee for the purposes of this chapter.
Subd. 4.
Fire department.
"Fire department" has the meaning given it in section 299F.092, subdivision 6. For purposes of sections 299N.04 and 299N.05, fire department also includes a division of a state agency, regularly charged with the responsibility of providing fire protection to the state or a local government, to include a private, nonprofit fire department directly serving a local government, but does not include industrial fire brigades that do not have a fire department identification number issued by the state fire marshal.
Subd. 5.
Full-time firefighter.
A "full-time firefighter" means a person who is employed and charged with the prevention or suppression of fires within the boundaries of the state on a full-time basis and who is directly engaged in the hazards of firefighting or is in charge of designated fire companies, as defined in section 299N.01, subdivision 2, that are directly engaged in the hazards of firefighting. Full-time firefighter does not include a volunteer, part-time, or paid-on-call firefighter.
Subd. 6.
Licensed firefighter.
"Licensed firefighter" means a full-time firefighter, to include a fire department employee, member, supervisor, state employee, or appointed official, who is licensed by the board and charged with the prevention or suppression of fires within the boundaries of the state. Licensed firefighter may also include a volunteer firefighter.
Subd. 6a.
NFPA 1001 standard.
"NFPA 1001 standard" means the standard for firefighter professional qualifications established by the National Fire Protection Association.
Subd. 7.
Volunteer firefighter.
A "volunteer firefighter" means a person who is charged with the prevention or suppression of fires within the boundaries of the state on a volunteer, part-time, or paid-on-call basis. Volunteer firefighter does not include a full-time firefighter.
History:
2009 c 153 s 2; 2010 c 229 s 1; 2015 c 65 art 4 s 4-7; 1Sp2019 c 5 art 7 s 6-9
2023 Minnesota Statutes › Chapters 299A - 299N — Public Safety › Chapter 299N — Firefighter Training And Education › Section 299N.04 — Firefighter Examination.

299N.04 FIREFIGHTER EXAMINATION.
Subdivision 1.
Examination; requirements.
(a) The board must appoint an organization that is accredited by the International Fire Service Accreditation Congress to prepare and administer firefighter certification examinations. Firefighter certification examinations must be designed to ensure and demonstrate competency that meets the NFPA 1001 standard or a national standard in areas including but not limited to:
(1) fire prevention;
(2) fire suppression; and
(3) hazardous materials operations.
(b) Certification must be obtained by the individual demonstrating competency in fire prevention and protection under the NFPA 1001 standard.
(c) Nothing in this section shall be construed to prohibit any requirement imposed by a local fire department for more comprehensive training.
Subd. 2.
Eligibility for certification examination.
Except as provided in subdivision 3, any person may take the firefighter certification examination who has successfully completed the following:
(1)(i) a firefighter course from a postsecondary educational institution, an accredited institution of higher learning, or another entity that teaches a course that has been approved by the board; or (ii) an apprenticeship or cadet program maintained by a Minnesota fire department that has been approved by the board; and
(2) a skills-oriented basic training course.
Subd. 3.
Certain baccalaureate or associate degree holders eligible to take certification examination.
A person with a baccalaureate degree or an associate degree in applied fire science technology from an accredited college or university, who has successfully completed the skills-oriented basic training course under subdivision 2, clause (2), is eligible to take the firefighter certification examination notwithstanding the requirements of subdivision 2, clause (1).
History:
2009 c 153 s 3; 2015 c 65 art 4 s 8; 1Sp2019 c 5 art 7 s 10
2023 Minnesota Statutes › Chapters 299A - 299N — Public Safety › Chapter 299N — Firefighter Training And Education › Section 299N.06 — Eligibility For Reciprocity And Examination Based On Relevant Military Experience.

299N.06 ELIGIBILITY FOR RECIPROCITY AND EXAMINATION BASED ON RELEVANT MILITARY EXPERIENCE.
Subdivision 1.
Reciprocity license requirements for out-of-state certified applicants.
A person may apply for licensure if the person (1) becomes employed by or becomes an active member of a fire department, (2) has the appropriately certified accreditation by the International Fire Service Accreditation Congress or Pro Board, and (3) has met the requirements of section 299N.04.
Subd. 2.
Examination based on relevant military experience.
(a) For purposes of this section:
(1) "active service" has the meaning given in section 190.05, subdivision 5; and
(2) "relevant military experience" means:
(i) four years' cumulative service experience in a military firefighting occupational specialty;
(ii) two years' cumulative service experience in a military firefighting occupational specialty, and completion of at least a two-year degree from a regionally accredited postsecondary education institution; or
(iii) four years' cumulative experience as a full-time firefighter in another state combined with cumulative service experience in a military firefighting occupational specialty.
(b) A person is eligible to take a firefighter examination and does not have to otherwise meet the requirements of section 299N.04, subdivisions 2 and 3, if the person has:
(1) relevant military experience; and
(2) been honorably discharged from military active service as evidenced by the most recent form DD-214 or is currently in active service, as evidenced by:
(i) active duty orders providing service time in a military firefighting specialty;
(ii) a United States Department of Defense Manpower Data Center status report pursuant to the Service Members Civil Relief Act, active duty status report; or
(iii) Military Personnel Center assignment information.
(c) A person who passed the examination under paragraph (b), clause (2), shall not be eligible to be licensed as a firefighter until honorably discharged as evidenced by the most recent form DD-214.
(d) To receive a firefighter license, a person who passed a firefighter examination must meet the requirements of section 299N.05.
History:
2015 c 65 art 4 s 15; 1Sp2019 c 5 art 7 s 17
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 300 — General Provisions › Section 300.15 — Powers, Rights, Liabilities, And Duties Of Consolidated Corporation.

300.15 POWERS, RIGHTS, LIABILITIES, AND DUTIES OF CONSOLIDATED CORPORATION.
When the agreement is signed, acknowledged, filed for record, and published as required by Minnesota Statutes 2004, section 300.14, the separate existence of the constituent corporations ceases and they become a single corporation in accordance with the agreement, possessing all the rights, privileges, powers, franchises, and immunities and subject to all the liabilities and duties of each of the consolidating corporations. The rights, privileges, powers, franchises, and immunities of each of the corporations and all property, and all debts owing on whatever account, and all other things in action of or belonging to each of the corporations are vested in the consolidated corporation, and all property, rights, privileges, powers, franchises, immunities, and other interests are thereafter as effectually the property of the consolidated corporation as they were of the several and respective constituent corporations. All rights of creditors and all liens upon the property of either of the constituent corporations are preserved unimpaired, and are limited in lien to the property affected by the lien at the time of the consolidation. All debts, liabilities, and duties of the constituent corporations attach to the consolidated corporation and may be enforced against it to the same extent as if the debts, liabilities, and duties had been incurred or contracted by it.
History:
(7457-13) 1927 c 385 s 2; 1984 c 628 art 5 s 1; 2008 c 277 art 1 s 67
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 300 — General Provisions › Section 300.64 — Liability Of Stockholders And Directors.

300.64 LIABILITY OF STOCKHOLDERS AND DIRECTORS.
Subdivision 1.
Withdrawal of capital and refund to stockholders.
If the capital stock of a manufacturing corporation is withdrawn and refunded to the stockholders before the payment of corporate debts for which it would have been liable, the stockholders are liable to a creditor, to the amount of the sum refunded to each of them, respectively. If, in an action under this statute, a stockholder is compelled to pay a debt, the stockholder may call upon every stockholder to whom any part of the stock has been refunded to contribute a proportionate share of the sum so paid by the stockholder.
Subd. 2.
Payment of dividend by director when corporation is insolvent.
If the directors pay a dividend when the corporation is insolvent, knowing that the corporation is insolvent, or that the dividend would render it so, or when its payment would render it insolvent, those assenting to the payment are jointly and severally liable in an action on the statute for all debts due from the corporation at the time of the dividend.
Subd. 3.
Liability of officers and directors for corporate debt.
Every officer who intentionally neglects or refuses to perform a duty imposed by law is liable for all corporate debts contracted during the period of the neglect. If the corporation violates a provision of law whereby it becomes insolvent, the directors ordering or assenting to the violation are liable in an action under the statute for all debts contracted after the violation.
Subd. 4.
Elimination or limitation of liability.
A director's personal liability to the corporation or its stockholders or members for monetary damages for breach of fiduciary duty as a director may be eliminated or limited in the certificate. The certificate shall not eliminate or limit the liability of a director:
(1) for a breach of the director's duty of loyalty to the corporation or its stockholders or members;
(2) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
(3) for acts prohibited under Minnesota Statutes 2004, section 300.60;
(4) under subdivision 1, 2, or 3;
(5) for a transaction from which the director derived an improper personal benefit; or
(6) for an act or omission occurring prior to the date when the provision in the certificate eliminating or limiting liability becomes effective.
History:
(7776) RL s 3069; 1984 c 628 art 5 s 1; 1986 c 444; 1987 c 33 s 4; 2008 c 277 art 1 s 68
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 300 — General Provisions › Section 300.65 — Mining Corporations; Meetings; Stock In Other Companies Permitted; Penalties.

300.65 MINING CORPORATIONS; MEETINGS; STOCK IN OTHER COMPANIES PERMITTED; PENALTIES.
The directors, managing officers, or stockholders of a mining corporation may meet and transact business outside the state, and may establish offices elsewhere; but an office where legal process may be served must always be maintained within the state. The corporation may acquire and hold stock in another corporation, if a majority in amount of the stockholders agree to the acquisition. Every officer of the corporation or other person who fraudulently issues, or causes to be issued, any stock, scrip, or evidence of corporate debt, or who sells, offers for sale, pledges as security, or otherwise disposes of stock, scrip, or evidence of debt, knowing it to be fraudulently issued, is guilty of a felony.
History:
(7778) RL s 3071; 1984 c 628 art 5 s 1
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 300 — General Provisions › Section 300.66 — Contributions By Corporations.

300.66 CONTRIBUTIONS BY CORPORATIONS.
Subdivision 1.
Authority.
A corporation organized under the laws of this state or a corporation authorized to do business in this state may contribute to or for the uses enumerated in subdivisions 2 to 4, the sums its board of directors or trustees considers proper.
Subd. 2.
Governmental units.
The corporation may contribute to the United States, a state, territory or political subdivision of it or the District of Columbia, or a possession of the United States, for exclusively public purposes.
Subd. 3.
Charitable organizations.
The corporation may contribute to a community chest, corporation, organization, trust, fund, association or foundation, organized and operating for religious, charitable, philanthropic, benevolent, scientific, veteran rehabilitation service, literary, artistic, educational, civic or patriotic purposes or for the prevention of cruelty to children or animals.
Subd. 4.
Veteran's organizations and lodges.
The corporation may contribute to a fraternal society, order or association, operating under the lodge system if the contributions or gifts are to be used for the purposes specified in subdivision 3, or posts or organizations of war veterans or an auxiliary unit or society of the posts or organizations if no part of their net income inures to the benefit of a private shareholder or individual.
History:
1949 c 156 s 1; 1984 c 628 art 5 s 1
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 300 — General Provisions › Section 300.67 — Declaration Of Policies.

300.67 DECLARATION OF POLICIES.
It is declared to be the public policy of the state of Minnesota that contributions made in accordance with the provisions of section 300.66 constitute a valid and proper use of corporate funds, and in the absence of an express provision in its charter to the contrary, the making of contributions or gifts by a corporation is within its powers and inures to the benefit of the corporation.
History:
1949 c 156 s 2; 1984 c 628 art 5 s 1
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 300 — General Provisions › Section 300.68 — Validation Of Prior Gifts.

300.68 VALIDATION OF PRIOR GIFTS.
Sections 300.66 and 300.67 do not invalidate contributions or gifts made before March 22, 1949 by a corporation. All contributions or gifts made by corporations prior to that date are as valid as if made after that date.
History:
1949 c 156 s 3; 1984 c 628 art 5 s 1
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 301 — Development Corporations › Section 301.71 — Development Corporations.

301.71 DEVELOPMENT CORPORATIONS.
Subdivision 1.
Formation.
Any three or more natural persons who are residents of this state may form a development corporation by complying with the conditions prescribed in sections 301.71 to 301.84.
Subd. 2.
Certificate; required information.
They subscribe and acknowledge a certificate specifying:
(1) The name, the general nature of its business, and the principal place of transacting its business. The name shall distinguish the corporation from all other corporations authorized to do business in the state, and shall contain the words "Development Corporation".
(2) The period of its duration, which may be limited or perpetual.
(3) The name and residence of each incorporator.
(4) The names and addresses of those composing this board until the first election.
(5) The highest amount of indebtedness or liability to which the corporation shall be subject.
Subd. 3.
Certificate; other information.
The certificate may contain any other lawful provision defining and regulating the powers and business of the corporation, its officers, directors, members, and stockholders.
History:
1957 c 896 s 1; 1967 c 619 s 1
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 301 — Development Corporations › Section 301.72 — Purposes.

301.72 PURPOSES.
The purpose of the corporation is to assist, encourage and through the cooperative efforts of the institutions and corporations which, from time to time become members thereof, develop and advance the business prosperity and economic welfare of this state; to encourage and assist in the location of new business and industry in this state and to rehabilitate existing business and industry; to stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of this state, and provide maximum opportunities for employment; to cooperate and act in conjunction with other organizations, public or private, the objects of which are the promotion and advancement of industrial, commercial, agricultural and recreational developments in this state; and to furnish money and credit to approved and deserving applicants, for the promotion, development and conduct of all kinds of business activity in this state, thereby establishing a source of credit not otherwise readily available therefor.
History:
1957 c 896 s 2
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 301 — Development Corporations › Section 301.73 — Certificate.

301.73 CERTIFICATE.
The certificate of the corporation shall be filed for record with the secretary of state. Upon finding that the certificate conforms to law, has endorsed thereon the approval of the commissioner of commerce, and that the required fee has been paid, the secretary of state shall record the same and certify that fact thereon. After such recordation the certificate shall be filed for record with the county recorder of the county of the principal place of business, as specified in the certificate.
History:
1957 c 896 s 3; 1976 c 181 s 2; 1983 c 289 s 114 subd 1; 1984 c 655 art 1 s 92; 1986 c 444
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 301 — Development Corporations › Section 301.74 — Publication Of Certificate.

301.74 PUBLICATION OF CERTIFICATE.
Every such certificate of incorporation shall be published in a qualified newspaper in the county of such principal place of business for two successive days in a daily, or for two successive weeks in a weekly, newspaper. Upon filing with the secretary of state proof of such publication, its corporate organization shall be complete.
History:
1957 c 896 s 4
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 301 — Development Corporations › Section 301.76 — Capital Stock.

301.76 CAPITAL STOCK.
The capital stock of the corporation shall be 20,000 shares of no par value, which shall be issued for $50 per share in cash. At least 25 percent of the capital stock shall be paid into the treasury of the corporation in cash before the corporation may transact any business other than such as relates to its organization.
History:
1957 c 896 s 6
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 301 — Development Corporations › Section 301.77 — Directors.

301.77 DIRECTORS.
Subdivision 1.
Membership.
All the corporate powers of the corporation shall be exercised by a board of not less than eight elected directors (but the number of elected directors shall always be an even number) who shall be residents of Minnesota and, except in the case of the first board, representative of the various sections of the state as determined in the bylaws. The commissioner of employment and economic development shall be, ex officio, a director with all the authority but without the liability as such, except for gross negligence or willful misconduct. The number of directors and their term of office shall be determined in the bylaws. If any vacancy occurs in the board of directors through death, resignation, or otherwise, the remaining directors may elect a person to fill the vacancy until the next annual meeting of the corporation.
Subd. 2.
First board to adopt bylaws.
The first board of directors shall adopt bylaws, which remain effective until amended or repealed by action of a subsequent board.
Subd. 3.
First annual meeting.
The first annual meeting shall be held at a date to be fixed by the board of directors as soon as reasonably possible after a minimum of 25 percent of the capital stock of the corporation shall have been paid into its treasury. The annual meeting shall be called in the manner provided by the bylaws. At the first annual meeting, and at each annual meeting thereafter, a majority of the elected directors shall be elected by a vote of the nonstockholder members of the corporation hereinafter provided for, and the remaining elected directors shall be elected by a vote of the stockholder members. The stockholder members shall have one vote for each share of stock. The nonstockholder members shall each have one vote, and each nonstockholder member having a loan limit as herein defined of more than $10,000 shall have one additional vote in such election.
History:
1957 c 896 s 7; 1976 c 2 s 122; 1981 c 356 s 197; 1983 c 289 s 115 subd 1; 1987 c 312 art 1 s 26 subd 2; 1Sp2003 c 4 s 1
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 301 — Development Corporations › Section 301.78 — Nonstockholder Members.

301.78 NONSTOCKHOLDER MEMBERS.
The nonstockholder members of the corporation shall consist of such national or state banks, savings banks, savings associations, trust companies, stock or mutual insurance companies and other financial institutions as may make application for membership in said corporation, and membership shall become effective upon the acceptance of such application by the board of directors. Each such member of the corporation shall lend money to the corporation as and when called upon by it to do so on such terms and other conditions as shall be approved from time to time by a majority of the directors. The total amount of loans by any member at any one time shall not exceed the following limit, to be determined as of the time such member becomes a member (on the basis of the balance sheet of such member at the close of its preceding fiscal year, certified by its proper officers): 2-1/2 percent of the capital and surplus of commercial banks and trust companies; 2-1/2 percent of one-half of the total surplus accounts of savings banks; 2-1/2 percent of the guaranty funds, surplus and undivided profits of savings associations and 2-1/2 percent of the capital and surplus of stock insurance companies; 2-1/2 percent of the guaranty funds or of the surplus, whichever is applicable, of mutual insurance companies and comparable limits approved by the board of directors of the corporation for other banking, financing and insurance companies and related corporations, partnerships, foundations, and other institutions. All loan limits shall be established at the thousand dollar amount nearest to the amount computed in accordance with the aforesaid percentages. All calls of funds which nonstockholder members are committed to lend to the corporation shall be prorated by the corporation among the nonstockholder members in the same proportion that the individual lines of credit bear to the aggregate lines of credit. Upon 60 days' written notice, a member of the corporation may withdraw from membership in the corporation at the expiration date of such notice, and after said expiration date shall be free of obligations hereunder except those accrued prior to said expiration date.
History:
1957 c 896 s 8; 1995 c 202 art 1 s 25
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 301 — Development Corporations › Section 301.79 — Earned Surplus.

301.79 EARNED SURPLUS.
The corporation shall set apart as an earned surplus all of its net earnings in each and every year until such earned surplus shall equal the total of the paid-in capital. Said earned surplus shall be held in cash or invested in United States government bonds, and shall be kept and used to meet losses and contingencies of the corporation. Whenever the amount of the earned surplus becomes impaired, it shall be restored to the required amount in the manner provided for its original accumulation.
History:
1957 c 896 s 9
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 301 — Development Corporations › Section 301.80 — Limitations On Obligations.

301.80 LIMITATIONS ON OBLIGATIONS.
At no time shall the total obligations of the corporation exceed ten times the amount of the paid-in capital and surplus, not including earned surplus.
History:
1957 c 896 s 10
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 301 — Development Corporations › Section 301.81 — Deposit Of Funds.

301.81 DEPOSIT OF FUNDS.
The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a vote of a majority of the directors, exclusive of any director who is an officer or director of the depository so designated. The corporation shall not receive money on deposit. No loans shall be made directly or indirectly to any officer of the corporation or to any firm of which such officer is a member, or officer.
History:
1957 c 896 s 11
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 301 — Development Corporations › Section 301.82 — Supervision And Examination.

301.82 SUPERVISION AND EXAMINATION.
The corporation is subject to the supervision of and examination by the commissioner of commerce in the manner provided by section 46.04. The corporation shall pay the actual expenses of the examination as fixed by the commissioner. The corporation shall make such reports of its condition to the commissioner as may be prescribed by the commissioner.
History:
1957 c 896 s 12; 1983 c 289 s 114 subd 1; 1984 c 655 art 1 s 92; 1986 c 444
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 301 — Development Corporations › Section 301.83 — Rights Of Holders Of Capital Stock.

301.83 RIGHTS OF HOLDERS OF CAPITAL STOCK.
The holders of capital stock as such shall have no preemptive or preferential right to purchase or subscribe for any part of the unissued capital stock of the corporation of any class or for any new issue of stock of any class, whether now or hereafter authorized or issued, or to purchase or subscribe for any bonds or other obligations, whether or not convertible into stock of any class of the corporation, now or hereafter authorized or issued.
History:
1957 c 896 s 13
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 301 — Development Corporations › Section 301.84 — Obligations Are Legal Investments For Members.

301.84 OBLIGATIONS ARE LEGAL INVESTMENTS FOR MEMBERS.
Notwithstanding any other statute, the notes or other interest-bearing obligations of any corporation organized under sections 301.71 to 301.84, issued in accordance with sections 301.71 to 301.84 and the articles of incorporation and the bylaws of the corporation shall be legal investments for any banks, savings banks, savings associations, trust companies, stock or mutual insurance companies or other financial institutions which become members of the corporation.
History:
1957 c 896 s 14; 1995 c 202 art 1 s 25
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 301B — Public Service Corporations › Section 301B.01 — Public Service Corporations; Purposes.

301B.01 PUBLIC SERVICE CORPORATIONS; PURPOSES.
A corporation may be organized to construct, acquire, maintain, or operate internal improvements, including railways, street railways, telegraph and telephone lines, canals, slackwater, or other navigation, dams to create or improve a water supply or to furnish power for public use, and any work for supplying the public, by whatever means, with water, light, heat, or power, including all requisite subways, pipes, and other conduits, and tunnels for transportation of pedestrians. No corporation formed for these purposes may construct, maintain, or operate a railway of any kind, or a subway, pipe line, or other conduit, or a tunnel for transportation of pedestrians in or upon a street, alley, or other public ground of a city, without first obtaining from the city a franchise conferring this right and compensating the city for it.
History:
(7432) RL s 2841; 1925 c 73; 1973 c 123 art 5 s 7; 1984 c 628 art 5 s 1; 2005 c 69 art 1 s 21
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 301B — Public Service Corporations › Section 301B.02 — State And Local Control; Eminent Domain.

301B.02 STATE AND LOCAL CONTROL; EMINENT DOMAIN.
The state may supervise and regulate the business methods and management of a corporation referred to in section 301B.01 and from time to time may fix the compensation which it may charge or receive for its services. The corporation obtaining a franchise from a city is subject to conditions and restrictions as from time to time are imposed upon it by the city. The corporation may acquire by power of eminent domain the private property necessary or convenient for the transaction of the public business for which it was formed. No street railway company has the power of eminent domain within the limits of a city.
History:
(7433) RL s 2842; 1973 c 123 art 5 s 7; 1984 c 628 art 5 s 1; 2005 c 69 art 1 s 21; 2006 c 214 s 20
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 301B — Public Service Corporations › Section 301B.04 — Public Service Corporations; Mortgages And Deeds Of Trust.

301B.04 PUBLIC SERVICE CORPORATIONS; MORTGAGES AND DEEDS OF TRUST.
A public service corporation owning property in this state may mortgage or execute deeds of trust of the whole, or any part, of its property and franchises to secure money borrowed by it for the construction and equipment of its lines and properties and for its corporate purposes. The corporation may issue its corporate bonds, in sums of at least $100, secured by these mortgages or deeds of trust. The mortgages or deeds of trust may by their terms include after-acquired real and personal property, and are as valid and effectual for that purpose as if this after-acquired property were owned by, and in possession of, the corporation giving the mortgage or deed of trust at the time of its execution.
History:
(7449) 1917 c 10 s 1; 1919 c 127 s 1; 1921 c 131 s 1; 1971 c 28 s 1; 1984 c 628 art 5 s 1; 2005 c 69 art 1 s 21
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 301B — Public Service Corporations › Section 301B.05 — Execution Of Mortgages And Deeds Of Trust Legalized.

301B.05 EXECUTION OF MORTGAGES AND DEEDS OF TRUST LEGALIZED.
If a public service corporation owning property in this state has mortgaged or executed deeds of trust of the whole, or any part, of its property and franchises to secure money borrowed by it for the construction and equipment of lines and properties and for its corporate purposes and has issued its corporate bonds in sums of at least $100 secured by mortgages or deeds of trust, bearing interest at a rate not exceeding eight percent per year and the mortgages or deeds of trust have by their terms included after-acquired real and personal property, or have borne interest at a rate not exceeding eight percent per year, the mortgages and deeds of trust are legalized and made valid and effectual to all intents and purposes as if the after-acquired property were owned by and in possession of the corporation giving the mortgage or deed of trust at the time of its execution, and as if the corporate bonds bore interest at the rate of seven percent per year.
History:
(7450) 1917 c 10 s 2; 1921 c 131 s 2; 1984 c 628 art 5 s 1; 2005 c 69 art 1 s 21
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.015 — Legal Recognition Of Electronic Records And Signatures.

302A.015 LEGAL RECOGNITION OF ELECTRONIC RECORDS AND SIGNATURES.
Subdivision 1.
Definitions.
(a) For purposes of this section, the words, terms, and phrases defined in this subdivision have the meanings given them.
(b) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
(c) "Electronic record" means a record created, generated, sent, communicated, received, or stored by electronic means.
(d) "Electronic signature" means an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record.
Subd. 2.
Electronic records and signatures.
For purposes of this chapter:
(1) a record or signature may not be denied legal effect or enforceability solely because it is in electronic form;
(2) a contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation;
(3) if a provision requires a record to be in writing, an electronic record satisfies the requirement; and
(4) if a provision requires a signature, an electronic signature satisfies the requirement.
History:
2002 c 311 art 1 s 9; 2018 c 103 s 3
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.031 — Transition.

302A.031 TRANSITION.
Subdivision 1.
Continuation of legal acts.
The continuation or completion of any act by a corporation that has not incorporated under, but has become governed by, this chapter, and the continuation or performance of any executed or wholly or partially executory contract, conveyance, or transfer to or by the corporation, shall, if otherwise lawful before the corporation became governed by this chapter, remain valid, and may be continued, completed, consummated, enforced, or terminated as required or permitted by a statute applicable prior to the date on which the corporation became governed by this chapter.
Subd. 2.
Transition of preemptive rights.
For purposes of denial of preemptive rights under section 302A.413, subdivision 1, the articles of a corporation formed under chapter 301 shall be construed to deny completely preemptive rights for all shares, rights to purchase shares, securities other than shares or rights to purchase securities other than shares, if those articles deny shareholders the preemptive right to purchase or subscribe to shares.
Subd. 3.
Perpetual duration granted for chapter 300 corporations.
(a) All corporations formed under chapter 300 and governed by this chapter pursuant to section 302A.021, subdivision 7a, are granted perpetual duration irrespective of the period of duration set forth in their articles of incorporation. This grant may be modified in the articles as authorized under section 302A.111, subdivision 2, paragraph (b).
(b) All corporations formed under chapter 300 and governed by this chapter pursuant to section 47.13, are granted perpetual duration irrespective of the period of duration set forth in their certificates of incorporation. This grant may be modified in the certificate of incorporation as authorized under section 47.12, subdivision 2, paragraph (a), clause (3).
History:
1981 c 270 s 3; 1984 c 618 s 10; 2005 c 69 art 1 s 19
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.041 — Reservation Of Right.

302A.041 RESERVATION OF RIGHT.
The state reserves the right to amend or repeal the provisions of this chapter. A corporation incorporated under or governed by this chapter is subject to this reserved right.
History:
1981 c 270 s 4
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.101 — Purposes.

302A.101 PURPOSES.
A corporation may be incorporated under this chapter for any business purpose or purposes, unless some other statute of this state requires incorporation for any of those purposes under a different law. Unless otherwise provided in its articles, a corporation has general business purposes.
History:
1981 c 270 s 5
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.105 — Incorporators.

302A.105 INCORPORATORS.
One or more natural persons of at least 18 years of age may act as incorporators of a corporation by filing with the secretary of state articles of incorporation for the corporation.
History:
1981 c 270 s 6; 1993 c 17 s 5
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.117 — Reserved Name.

302A.117 RESERVED NAME.
Subdivision 1.
Who may reserve.
The exclusive right to the use of a corporate name otherwise permitted by section 302A.115 may be reserved by:
(a) a person doing business in this state under that name;
(b) a person intending to incorporate under this chapter;
(c) a domestic corporation intending to change its name;
(d) a foreign corporation intending to make application for a certificate of authority to transact business in this state;
(e) a foreign corporation authorized to transact business in this state and intending to change its name;
(f) a person intending to incorporate a foreign corporation and intending to have the foreign corporation make application for a certificate of authority to transact business in this state; or
(g) a foreign corporation doing business under that name or a name not distinguishable from that name in one or more states other than this state and not described in clause (d), (e), or (f).
Subd. 2.
Method of reservation.
The reservation shall be made by filing with the secretary of state a request that the name be reserved. If the name is available for use by the applicant, the secretary of state shall reserve the name for the exclusive use of the applicant for a period of 12 months. The reservation may be renewed for successive 12-month periods.
Subd. 3.
Transfer of reservation.
The right to the exclusive use of a corporate name reserved pursuant to this section may be transferred to another person by or on behalf of the applicant for whom the name was reserved by filing with the secretary of state a notice of the transfer and specifying the name and address of the transferee.
History:
1981 c 270 s 9; 1989 c 292 s 6; 1993 c 17 s 9
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.121 — Registered Office; Registered Agent.

302A.121
MS 2008 [Subds 1 and 2 repealed by amendment, 2010 c 250 art 2 s 8]
302A.121 REGISTERED OFFICE; REGISTERED AGENT.
Every corporation shall have a registered office, and may have a registered agent, in the manner prescribed by section 5.36.
History:
1981 c 270 s 10; 1992 c 517 art 1 s 14; 1995 c 128 art 3 s 2; 2010 c 250 art 2 s 8
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.123 — Change Of Registered Office Or Registered Agent; Change Of Name Of Registered Agent.

302A.123
MS 2008 [Subds 1 to 3 repealed by amendment, 2010 c 250 art 2 s 9]
302A.123 CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT; CHANGE OF NAME OF REGISTERED AGENT.
Every corporation may change its registered office or change its registered agent, and the agent may resign, or change its business address or name, in the manner prescribed by section 5.36.
History:
1981 c 270 s 11; 1982 c 497 s 18; 1989 c 236 s 4; 1993 c 17 s 10; 2010 c 250 art 2 s 9
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.131 — Amendment Of Articles.

302A.131 AMENDMENT OF ARTICLES.
The articles of a corporation may be amended at any time to include or modify any provision that is required or permitted to appear in the articles or to omit any provision not required to be included in the articles, except that when articles are amended to restate them, the name and address of each incorporator may be omitted. Unless otherwise provided in this chapter, the articles may be amended or modified only in accordance with sections 302A.133 to 302A.139. An amendment which merely restates the then-existing articles of incorporation, as amended, is not an amendment for the purposes of section 302A.215, subdivision 2, or 302A.413, subdivision 9.
History:
1981 c 270 s 12; 1982 c 497 s 19; 1984 c 618 s 14
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.133 — Procedure For Amendment When No Shares Are Outstanding.

302A.133 PROCEDURE FOR AMENDMENT WHEN NO SHARES ARE OUTSTANDING.
Before the issuance of shares by a corporation, the articles may be amended pursuant to section 302A.171 by the incorporators or by the board. The articles may also be amended by the board to change or cancel a statement pursuant to section 302A.401, subdivision 3, establishing or fixing the rights and preferences of a class or series of shares before the issuance of any shares of that class or series or at any subsequent time that no shares of that class or series are outstanding by filing articles of amendment or a statement of cancellation, as appropriate, with the secretary of state. If a statement filed pursuant to section 302A.401, subdivision 3, is canceled, the shares of the class and series originally covered by the statement have the status of authorized but unissued, undesignated shares, unless the articles otherwise provide. If the articles provide that the canceled shares may not be reissued, the statement of cancellation must include the information specified by section 302A.553, subdivision 2.
History:
1981 c 270 s 13; 1987 c 104 s 9; 1993 c 17 s 11
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.137 — Class Or Series Voting On Amendments.

302A.137 CLASS OR SERIES VOTING ON AMENDMENTS.
Subdivision 1.
Amendments creating rights.
Except as provided in subdivision 2, the holders of the outstanding shares of a class or series are entitled to vote as a class or series upon a proposed amendment, whether or not entitled to vote thereon by the provisions of the articles, if the amendment would:
(a) effect an exchange, reclassification, or cancellation of all or part of the shares of the class or series, or effect a combination of outstanding shares of a class or series into a lesser number of shares of the class or series where each other class and series is not subject to a similar combination;
(b) effect an exchange, or create a right of exchange, of all or any part of the shares of another class or series for the shares of the class or series;
(c) change the rights or preferences of the shares of the class or series;
(d) create a new class or series of shares having rights and preferences prior and superior to the shares of that class or series, or increase the rights and preferences or the number of authorized shares, of a class or series having rights and preferences prior or superior to the shares of that class or series;
(e) divide the shares of the class into series and determine the designation of each series and the variations in the relative rights and preferences between the shares of each series, or authorize the board to do so;
(f) limit or deny any existing preemptive rights of the shares of the class or series; or
(g) cancel or otherwise affect distributions on the shares of the class or series that have accrued but have not been declared.
Subd. 2.
Combined voting groups.
The articles may provide that, if a proposed amendment entitling the holders of the outstanding shares of two or more classes or series to vote as separate classes or series under subdivision 1 would affect those classes or series in the same or a substantially similar way, the holders of the outstanding shares of all the classes or series so affected must vote together as a single voting group on the proposed amendment.
History:
1981 c 270 s 15; 1987 c 104 s 12; 1993 c 17 s 14; 2004 c 199 art 14 s 8; 2014 c 170 s 8
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.139 — Articles Of Amendment.

302A.139 ARTICLES OF AMENDMENT.
When an amendment has been adopted, articles of amendment shall be prepared that contain:
(a) the name of the corporation;
(b) the amendment adopted;
(c) with respect to an amendment restating the articles, a statement that the amendment restating the articles correctly sets forth without change the corresponding provisions of the articles as previously amended if the amendment was approved only by the board;
(d) if the amendment provides for but does not establish the manner for effecting an exchange, reclassification, division, combination, or cancellation of issued shares, a statement of the manner in which it will be effected; and
(e) a statement that the amendment has been adopted pursuant to this chapter.
History:
1981 c 270 s 16; 1987 c 104 s 13; 1988 c 682 s 9; 1991 c 49 s 2
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.141 — Effect Of Amendment.

302A.141 EFFECT OF AMENDMENT.
Subdivision 1.
Effect on cause of action.
An amendment does not affect an existing cause of action in favor of or against the corporation, nor a pending suit to which the corporation is a party, nor the existing rights of persons other than shareholders.
Subd. 2.
Effect of change of name.
If the corporate name is changed by the amendment, a suit brought by or against the corporation under its former name does not abate for that reason.
Subd. 3.
Effect of amendments restating articles.
When effective under section 302A.153, an amendment restating the articles in their entirety supersedes the original articles and all amendments to the original articles.
History:
1981 c 270 s 17; 1987 c 104 s 14