Subdivision 1. Election by chapter 300, 309, or 315 corporations. A corporation incorporated under or governed by chapter 300, 309, or 315 that has not later become governed by Minnesota Statutes 1988, chapter 317, may elect to be governed by this chapter.
Subd. 2. Election by corporations. On or after August 1, 1989, and before January 1, 1991, a corporation incorporated under or governed by Minnesota Statutes 1988, chapter 317, may elect to become governed by this chapter.
Subd. 3. Conforming articles of electing corporations. If the articles of an electing corporation include a provision prohibited by this chapter, omit a provision required by this chapter, or are inconsistent with this chapter, the electing corporation shall amend its articles to conform to the requirements of this chapter. The appropriate provisions of the corporation's articles or bylaws or the law by which it was governed before the effective date of the election made under this section control the manner of adoption of the amendment.
Subd. 4. Method of election. An election by a corporation to become governed by this chapter must be made by resolution approved by the affirmative vote of the members with voting rights of the same proportion that is required for amendment of the articles of the corporation before the election. If there are no members with voting rights, the corporation must elect to be governed by this chapter by a resolution adopted by a majority vote of the directors entitled to vote at a meeting of the board, with proper notice given. The notice must include a statement that a purpose of the meeting is to consider an election to become governed by this chapter. The resolution, articles of amendment, if required, and a certified copy of corporate documents previously recorded with the county recorder that would be filed with the secretary of state under this chapter, must be filed with the secretary of state and are effective upon filing. If an amendment of the articles is not required, the resolution must state that the articles of the corporation conform to the requirements of this chapter.
Subd. 5. Effect of election upon bylaws. Upon filing an election under subdivision 4, provisions of the bylaws that are consistent with this chapter remain or become effective and provisions of the bylaws that are inconsistent with this chapter are not effective.
Subd. 6. Choice of incorporation until January 1, 1990. From August 1, 1989, to December 31, 1990, a corporation may be incorporated under this chapter or under Minnesota Statutes 1988, chapter 317.
Subd. 7. Nonelecting nonprofit corporations subject to this chapter as of January 1, 1991. (a) A corporation in existence on January 1, 1991, that is within the scope of this chapter and incorporated under another statute of this state, other than a corporation incorporated under chapter 300, 309, or 315 that has not later become governed by Minnesota Statutes 1988, chapter 317, is governed by this chapter as of January 1, 1991, as though the corporation had been incorporated under this chapter. The provisions of the articles and bylaws of the corporation that may be included in the articles or bylaws under this chapter remain in effect. The provisions of the articles and bylaws of the corporation that are inconsistent with this chapter are not effective as of January 1, 1991. Provisions required by this chapter to be contained in the articles that do not appear in the articles are read into them as a matter of law.
(b) On and after January 1, 1991, a corporation that elected to reject Laws 1951, chapter 550, sections 1 to 25, that does not elect to be governed by this entire chapter is governed by sections 317A.131 to 317A.151; 317A.461; and 317A.601 to 317A.791.
Subd. 8. Incorporation after January 1, 1991. On and after January 1, 1991, a corporation that is within the scope of this chapter may be incorporated only under this chapter.
Subd. 9. Applicability of other laws. Chapters 316, 317, and 556 do not apply to corporations.
1989 c 304 s 3,137; 1990 c 488 s 2-5; 1991 c 199 art 1 s 70; 2002 c 400 s 1; 2005 c 4 s 55; 2005 c 69 art 3 s 22
Structure Minnesota Statutes
Chapters 300 - 323A — Business, Social, And Charitable Organizations
Chapter 317A — Nonprofit Corporations
Section 317A.011 — Definitions.
Section 317A.015 — Legal Recognition Of Electronic Records And Signatures.
Section 317A.021 — Application And Election.
Section 317A.022 — Election By Certain Chapter 318 Associations.
Section 317A.031 — Transition; Continuation Of Legal Acts.
Section 317A.041 — Reservation Of Right.
Section 317A.051 — Scope Of Chapter.
Section 317A.061 — Foreign Nonprofit Corporations; Sections Applicable.
Section 317A.105 — Incorporators.
Section 317A.113 — Private Foundations; Provisions Considered Contained In Articles.
Section 317A.115 — Corporate Name.
Section 317A.117 — Reserved Name.
Section 317A.121 — Registered Office; Registered Agent.
Section 317A.131 — Amendment Of Articles.
Section 317A.133 — Procedure For Amendment Of Articles.
Section 317A.139 — Articles Of Amendment.
Section 317A.141 — Effect Of Amendment.
Section 317A.151 — Filing; Effective Date Of Articles.
Section 317A.155 — Presumption; Certificate Of Incorporation.
Section 317A.163 — Corporate Seal.
Section 317A.165 — Effect Of Lack Of Power; Ultra Vires.
Section 317A.171 — Organization.
Section 317A.205 — Qualifications; Election.
Section 317A.209 — Expiration Of Term; Acts Not Void Or Voidable.
Section 317A.211 — Compensation.
Section 317A.213 — Classification Of Directors.
Section 317A.215 — Cumulative Voting For Directors.
Section 317A.221 — Resignation.
Section 317A.223 — Removal Of Directors.
Section 317A.225 — Removal Of Appointed Directors.
Section 317A.231 — Board Meetings.
Section 317A.237 — Act Of The Board.
Section 317A.239 — Action Without Meeting.
Section 317A.241 — Committees.
Section 317A.251 — Standard Of Conduct.
Section 317A.255 — Director Conflicts Of Interest.
Section 317A.257 — Unpaid Directors; Liability For Damages.
Section 317A.301 — Officers Required.
Section 317A.305 — Duties Of Required Officers.
Section 317A.311 — Other Officers.
Section 317A.315 — Multiple Offices.
Section 317A.321 — Officers Considered Elected.
Section 317A.331 — Contract Rights.
Section 317A.341 — Resignation; Removal; Vacancies.
Section 317A.351 — Delegation.
Section 317A.361 — Standard Of Conduct.
Section 317A.403 — Membership Certificates.
Section 317A.405 — Transfer Of Membership.
Section 317A.407 — Liability Of Members.
Section 317A.409 — Resignation.
Section 317A.411 — Termination.
Section 317A.413 — Purchase Of Memberships.
Section 317A.431 — Annual Meetings Of Members With Voting Rights.
Section 317A.433 — Special Meetings Of Members With Voting Rights.
Section 317A.434 — Court-ordered Meeting Of Members With Voting Rights.
Section 317A.435 — Notice Requirements.
Section 317A.437 — Record Date; Determining Members Entitled To Notice And Vote.
Section 317A.439 — Members' List For Meeting.
Section 317A.441 — Right To Vote.
Section 317A.443 — Act Of The Members.
Section 317A.445 — Unanimous Action Without A Meeting.
Section 317A.447 — Action By Ballot.
Section 317A.450 — Remote Communications For Member Meetings.
Section 317A.455 — Corporation's Acceptance Of Member Act.
Section 317A.457 — Voting Agreements.
Section 317A.461 — Books And Records; Financial Statement.
Section 317A.467 — Equitable Remedies.
Section 317A.501 — Loans; Guarantees; Suretyship.
Section 317A.521 — Indemnification.
Section 317A.601 — Merger, Consolidation, Or Transfer.
Section 317A.611 — Plan Of Merger Or Consolidation.
Section 317A.613 — Plan Approval.
Section 317A.615 — Articles Of Merger Or Consolidation; Certificate.
Section 317A.621 — Merger Of Wholly Owned Subsidiaries.
Section 317A.631 — Abandonment.
Section 317A.641 — Effective Date Of Merger Or Consolidation; Effect.
Section 317A.643 — Continuance Of Corporate Authority.
Section 317A.651 — Merger Or Consolidation With Foreign Corporation.
Section 317A.661 — Transfer Of Assets; Required Approval.
Section 317A.671 — Certain Assets Not To Be Diverted.
Section 317A.681 — Conversion.
Section 317A.683 — Action On Plan Of Conversion By Converting Corporation.
Section 317A.685 — Filings Required For Conversion; Effective Date And Time.
Section 317A.687 — Abandonment.
Section 317A.689 — Effect Of Conversion.
Section 317A.701 — Methods Of Dissolution.
Section 317A.711 — Voluntary Dissolution By Incorporators.
Section 317A.721 — Voluntary Dissolution By Board And Members With Voting Rights.
Section 317A.723 — Filing Notice Of Intent To Dissolve; Effect.
Section 317A.725 — Procedure In Dissolution.
Section 317A.727 — Notice To Creditors And Claimants.
Section 317A.729 — Claims In Dissolution.
Section 317A.730 — Statute Of Limitations.
Section 317A.731 — Revocation Of Dissolution Proceedings.
Section 317A.733 — Articles Of Dissolution; Certificate Of Dissolution; Effect.
Section 317A.735 — Distribution Of Assets.
Section 317A.741 — Supervised Voluntary Dissolution.
Section 317A.751 — Judicial Intervention; Equitable Remedies Or Dissolution.
Section 317A.753 — Procedure In Involuntary Or Supervised Voluntary Dissolution.
Section 317A.755 — Qualifications Of Receivers; Powers.
Section 317A.759 — Filing Claims In Proceedings To Dissolve.
Section 317A.763 — Decree Of Dissolution.
Section 317A.765 — Filing Decree.
Section 317A.771 — Deposit With Commissioner Of Management And Budget Of Amount Due Certain Persons.
Section 317A.781 — Claims Barred; Exceptions.
Section 317A.783 — Right To Sue Or Defend After Dissolution.
Section 317A.791 — Omitted Assets.
Section 317A.811 — Notice To Attorney General; Waiting Period.
Section 317A.813 — Remedial Powers Of Attorney General.
Section 317A.821 — Initial Corporate Registration With Secretary Of State.
Section 317A.823 — Annual Corporate Renewal.
Section 317A.825 — Acceptance Of Registration By Secretary Of State.
Section 317A.827 — Continuation For Certain Purposes; Reinstatement.
Section 317A.901 — Service Of Process On Corporation.
Section 317A.903 — State Interested; Proceedings.
Section 317A.905 — Chambers Of Commerce, Boards Of Trade, Exchanges.
Section 317A.907 — Corporations To Secure Or Maintain Homes For Dependent Children.