Minnesota Statutes
Chapter 317A — Nonprofit Corporations
Section 317A.111 — Articles.

Subdivision 1. Required provisions. The articles of incorporation must contain:
(1) the name of the corporation;
(2) the address of the registered office of the corporation and the name of its registered agent, if any, at that address; and
(3) the name and address of each incorporator.
Subd. 2. Statutory provisions that may be modified only in articles. The following provisions govern a corporation unless modified in the articles:
(1) a corporation has a general purpose of engaging in any lawful activity (section 317A.101);
(2) the power to initially adopt, amend, or repeal the bylaws is vested in the board (section 317A.181);
(3) cumulative voting for directors is prohibited (section 317A.215);
(4) a written action by the board taken without a meeting must be signed by all directors (section 317A.239); and
(5) members are of one class (section 317A.401).
Subd. 3. Statutory provisions that may be modified in articles or bylaws. The following provisions govern a corporation unless modified in the articles or bylaws:
(1) a certain method must be used for amending the articles (section 317A.133);
(2) a corporation has perpetual duration and certain powers (section 317A.161);
(3) certain procedures apply to the adoption, amendment, or repeal of bylaws by the members with voting rights (section 317A.181);
(4) a director holds office until expiration of the director's term and election of a successor (section 317A.207);
(5) the term of a director filling a vacancy expires at the end of the term the director is filling (section 317A.207);
(6) the compensation of directors is fixed by the board (section 317A.211);
(7) a certain method must be used for removal of directors (section 317A.223);
(8) a certain method must be used for filling board vacancies (section 317A.227);
(9) board meetings must be held at least once per year, and if the board fails to select a place for a board meeting, it must be held at the registered office (section 317A.231);
(10) a director may call a board meeting, and the notice of the meeting need not state the purpose of the meeting (section 317A.231);
(11) a majority of the board is a quorum (section 317A.235);
(12) the affirmative vote of the majority of directors present is required for board action (section 317A.237);
(13) a committee consists of one or more persons, who need not be directors, appointed by the board (section 317A.241, subdivision 2), and a committee may create one or more subcommittees and may delegate to a subcommittee any, or all, of the authority of the committee (section 317A.241, subdivision 3);
(14) the president and treasurer have certain duties, until the board determines otherwise (section 317A.305);
(15) a certain method must be used for removal of officers (section 317A.341);
(16) officers may delegate some or all of their duties and powers, if not prohibited by the board from doing so (section 317A.351);
(17) a corporation does not have members (section 317A.401);
(18) the board may determine the consideration required to admit members (section 317A.401);
(19) all members are entitled to vote and have equal rights and preferences in matters (section 317A.401);
(20) memberships may not be transferred (section 317A.405);
(21) a corporation with members with voting rights must hold a regular meeting of members with voting rights annually (section 317A.431);
(22) if a specific minimum notice period has not been fixed by law, at least five days' notice is required for a meeting of members (section 317A.435);
(23) the board may fix a date up to 60 days before the date of a members meeting as the date for determination of the members entitled to notice of and entitled to vote at the meeting (section 317A.437);
(24) each member with voting rights has one vote (section 317A.441);
(25) the affirmative vote of the majority of members with voting rights present and entitled to vote is required for action of the members, unless this chapter or the articles or bylaws require a greater vote or voting by class (section 317A.443);
(26) members with voting rights may take action at a meeting by voice or ballot, by unanimous action without a meeting, by mailed ballot, or by electronic communication (section 317A.443);
(27) the number of members required for a quorum is ten percent of the members entitled to vote (section 317A.451);
(28) certain procedures govern acceptance of member acts (section 317A.455); and
(29) indemnification of certain persons is required (section 317A.521).
Subd. 4. Optional provisions; specific subjects. The following provisions relating to the management or regulation of the affairs of a corporation may be included in the articles or, except for naming members of the first board, in the bylaws:
(1) the first board of directors may be named in the articles (section 317A.171);
(2) additional qualifications for directors may be imposed (section 317A.205);
(3) terms of directors may be staggered (section 317A.207);
(4) the day or date, time, and place of board meetings may be fixed (section 317A.231);
(5) in addition to the president, authority to sign and deliver certain documents may be delegated to an officer or agent of the corporation (section 317A.305);
(6) additional officers may be designated (section 317A.311);
(7) additional powers, rights, duties, and responsibilities may be given to officers (section 317A.311);
(8) a method for filling vacant offices may be specified (section 317A.341);
(9) membership criteria and procedures for admission may be established (section 317A.401);
(10) membership terms may be fixed (section 317A.401);
(11) a corporation may levy dues, assessments, or fees on members (section 317A.407);
(12) a corporation may buy memberships (section 317A.413);
(13) a corporation may have delegates with some or all the authority of members (section 317A.415);
(14) the day or date, time, and place of regular member meetings or the place of special meetings may be fixed (section 317A.431);
(15) certain persons may be authorized to call special meetings of members (section 317A.433);
(16) notices of special member meetings may be required to contain certain information (section 317A.433);
(17) a larger than majority vote may be required for member action (section 317A.443);
(18) members with voting rights may vote by proxy (section 317A.453); and
(19) members with voting rights may enter into voting agreements (section 317A.457).
Subd. 5. Optional provisions; generally. The articles may contain other provisions consistent with law relating to the management or regulation of the affairs of the corporation.
Subd. 6. Powers need not be stated. It is not necessary to state the corporate powers granted by this chapter in the articles.
Subd. 7. Substantive law controls. If there is a conflict between subdivision 2, 3, or 4 and another section of this chapter, the other section controls.
Subd. 8. Dependence on facts outside of the articles. Except for provisions included pursuant to subdivision 1, a provision of the articles may:
(1) be made dependent upon facts ascertainable outside the articles, but only if the manner in which the facts operate upon the provision is clearly and expressly set forth in the articles; and
(2) incorporate by reference some or all of the terms of an agreement, contract, or other arrangement entered into by the corporation, but only if the corporation retains at its principal executive office a copy of the agreement, contract, or other arrangement or the portions incorporated by reference.
1989 c 304 s 10; 1990 c 488 s 6,7; 1992 c 503 s 3; 2010 c 250 art 1 s 12-14; art 2 s 16; 2017 c 17 s 19

Structure Minnesota Statutes

Minnesota Statutes

Chapters 300 - 323A — Business, Social, And Charitable Organizations

Chapter 317A — Nonprofit Corporations

Section 317A.001 — Citation.

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.101 — Purposes.

Section 317A.105 — Incorporators.

Section 317A.111 — Articles.

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.123 — Change Of Registered Office Or Registered Agent; Change Of Name Of 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.161 — Powers.

Section 317A.163 — Corporate Seal.

Section 317A.165 — Effect Of Lack Of Power; Ultra Vires.

Section 317A.171 — Organization.

Section 317A.181 — Bylaws.

Section 317A.201 — Board.

Section 317A.203 — Number.

Section 317A.205 — Qualifications; Election.

Section 317A.207 — Terms.

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.227 — Vacancies.

Section 317A.231 — Board Meetings.

Section 317A.235 — Quorum.

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.401 — Members.

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.415 — Delegates.

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.451 — Quorum.

Section 317A.453 — Proxies.

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.505 — Advances.

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.

Section 317A.909 — Corporations For Religious Purposes.