Minnesota Statutes
Chapter 317A — Nonprofit Corporations
Section 317A.450 — Remote Communications For Member Meetings.

Subdivision 1. Construction and application. This section shall be construed and applied to:
(1) facilitate remote communication consistent with other applicable law; and
(2) be consistent with reasonable practices concerning remote communication and with the continued expansion of those practices.
Subd. 2. Member meetings held solely by means of remote communication. To the extent authorized in the articles or bylaws and determined by the board, an annual or special meeting of members may be held solely by one or more means of remote communication, if notice of the meeting is given to every member entitled to vote, and if the number of members with voting rights participating in the meeting is sufficient to constitute a quorum at a meeting. Participation by a member by that means constitutes presence at the meeting in person or by proxy if all the other requirements of section 317A.453 are met.
Subd. 3. Participation in meetings by remote communication. To the extent authorized in the articles or bylaws and determined by the board, a member not physically present in person or by proxy at an annual or special meeting of members may, by means of remote communication, participate in a meeting of members held at a designated place. Participation by a member by that means constitutes presence at the meeting in person or by proxy if all the other requirements of section 317A.453 are met.
Subd. 4. Meetings held by remote communication; participation. In any meeting of members held solely by means of remote communication under subdivision 2 or in any meeting of members held at a designated place in which one or more members participate by means of remote communication under subdivision 3:
(1) the corporation shall implement reasonable measures to verify that each person deemed present and entitled to vote at the meeting by means of remote communication is a member; and
(2) the corporation shall implement reasonable measures to provide each member participating by means of remote communication with a reasonable opportunity to participate in the meeting, including an opportunity to:
(i) read or hear the proceedings of the meeting substantially concurrently with those proceedings;
(ii) if allowed by the procedures governing the meeting, have the member's remarks heard or read by other participants in the meeting substantially concurrently with the making of those remarks; and
(iii) if otherwise entitled, vote on matters submitted to the members.
Subd. 5. Notice to members. (a) Any notice to members given by the corporation under any provision of this chapter, the articles, or the bylaws by a form of electronic communication consented to by the member to whom the notice is given is effective when given. The notice is deemed given:
(1) if by facsimile communication, when directed to a telephone number at which the member has consented to receive notice;
(2) if by electronic mail, when directed to an electronic mail address at which the member has consented to receive notice;
(3) if by a posting on an electronic network on which the member has consented to receive notice, together with separate notice to the member of the specific posting, upon the later of:
(i) the posting; and
(ii) the giving of the separate notice; and
(4) if by any other form of electronic communication by which the member has consented to receive notice, when directed to the member.
An affidavit of the secretary, other authorized officer, or authorized agent of the corporation, that the notice has been given by a form of electronic communication is, in the absence of fraud, prima facie evidence of the facts stated in the affidavit.
(b) Consent by a member to notice given by electronic communication may be given in writing or by authenticated electronic communication. The corporation is entitled to rely on any consent so given until revoked by the member, provided that no revocation affects the validity of any notice given before receipt by the corporation of revocation of the consent.
Subd. 6. Waiver. Waiver of notice by a member of a meeting by means of authenticated electronic communication may be given in the manner provided in section 317A.435, subdivision 3. Participation in a meeting by means of remote communication described in subdivisions 2 and 3 is a waiver of notice of that meeting, except where the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at the meeting and does not participate in the consideration of the item at that meeting.
2002 c 311 art 3 s 11; 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.