Minnesota Statutes
Chapter 317A — Nonprofit Corporations
Section 317A.113 — Private Foundations; Provisions Considered Contained In Articles.

Subdivision 1. Provisions required. The articles of incorporation of a corporation that is a private foundation as defined in section 509(a) of the Internal Revenue Code of 1986 and an instrument governing the use, retention, or disposition by the corporation of its income or property must contain the provisions contained in this section. If the articles and instrument do not contain these provisions, they are considered to have incorporated the language in clauses (1) to (5) with the same effect as though the language was set forth verbatim. Except as provided in subdivision 2, these provisions govern the corporation as to the use, retention, and disposition of its income and property regardless of provisions of the articles or instrument or other law of this state to the contrary:
(1) the corporation shall distribute for each of its taxable years amounts at least sufficient to avoid liability for the tax imposed by section 4942(a) of the Internal Revenue Code of 1986;
(2) the corporation may not engage in an act of "self-dealing" as defined in section 4941(d) of the Internal Revenue Code of 1986 that would give rise to liability for the tax imposed by section 4941(a) of the Internal Revenue Code of 1986;
(3) the corporation may not retain "excess business holdings" as defined in section 4943(c) of the Internal Revenue Code of 1986 that would give rise to liability for the tax imposed by section 4943(a) of the Internal Revenue Code of 1986;
(4) the corporation may not make investments that would jeopardize the carrying out of the exempt purposes of the corporation, within the meaning of section 4944 of the Internal Revenue Code of 1986, so as to give rise to liability for the tax imposed by section 4944(a) of the Internal Revenue Code of 1986; and
(5) the corporation may not make a "taxable expenditure" as defined in section 4945(d) of the Internal Revenue Code of 1986 that would give rise to liability for the tax imposed by section 4945(a) of the Internal Revenue Code of 1986.
Subd. 2. Exception. Subdivision 1 does not apply to a corporation if a court of competent jurisdiction determines that the application would be contrary to the terms of an instrument described in subdivision 1 and that the instrument may not properly be changed to conform to subdivision 1.
Subd. 3. Future references. A reference in subdivision 1 to a particular section of the Internal Revenue Code of 1986 includes the corresponding provision of a future United States Internal Revenue law.
Subd. 4. Application. This section applies to all corporations that could be governed by this chapter, notwithstanding sections 317A.021 and 317A.051.
Subd. 5. Rights reserved. This section does not impair the rights and powers of the attorney general or the courts of this state with respect to a corporation.
1989 c 304 s 11

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.