Subdivision 1. Articles and bylaws; minutes. A corporation shall keep at its registered office correct and complete copies of its articles and bylaws, accounting records, voting agreements, and minutes of meetings of members, board of directors, and committees having any of the authority of the board of directors for the last six years.
Subd. 2. Inspection. A member or a director, or the agent or attorney of a member or a director, may inspect all documents referred to in subdivision 1 or 3 for any proper purpose at any reasonable time. A proper purpose is one reasonably related to the person's interest as a member or director of the corporation.
Subd. 3. Financial statement. Upon request, a corporation shall give the member or the director a statement showing the financial result of all operations and transactions affecting income and surplus during its last annual accounting period and a balance sheet containing a summary of its assets and liabilities as of the closing date of the accounting period.
Subd. 4. Other use prohibited. A member or director who has gained access under this section to any corporate record may not use or furnish to another for use the corporate record or a portion of the contents for any purpose other than a proper purpose. Upon application of the corporation, a court may issue a protective order or order other relief as may be necessary to enforce the provisions of this subdivision.
Subd. 5. Cost of copies. The corporation may charge the requesting party a reasonable fee to cover the expenses of providing copies of documents under this section.
Subd. 6. Computerized records. The records maintained by a corporation may use any information storage technique, even though the technique makes them illegible visually, if the records can be converted accurately and within a reasonable time into a form that is legible visually and whose contents are assembled by related subject matter to permit convenient use by people in the normal course of business. A corporation shall convert any of the records referred to in subdivision 1 or 3 upon the request of a person entitled to inspect them, and the expense of the conversion must be borne by the person who bears the expense of copying under subdivision 5. A copy of the conversion is admissible in evidence, and must be accepted for all other purposes, to the same extent as the existing or original records would be if they were legible visually.
Subd. 7. Remedies. A member or a director who is wrongfully denied access to or copies of documents under this section may bring an action for injunctive relief, damages, and costs and reasonable attorney fees.
1989 c 304 s 79; 1992 c 503 s 12
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.