• A written action by the board taken without a meeting must be signed by all directors (Minn. Stat. § 302A.239); • All shares have equal rights and preferences in all matters not otherwise provided by the board (Minn. Stat. § 302A.401); • A shareholder has certain preemptive rights, unless otherwise provided by the board (Minn. Stat. § 302A.413); • The transfer or registration of transfer of securities may be restricted (Minn. Stat. § 302A.429); • Regular meetings of shareholders need not be held, unless demanded by a shareholder under certain conditions (Minn. Stat. § 302A.431); • Unless otherwise provided by law not less than ten days’ notice is required for a meeting of shareholders (Minn. Stat. § 302A.435, subd. 2); • The affirmative vote of the holders of a majority of the voting power of the shares represented and voting at a duly held meeting is required for an action of the shareholders, except where this chapter requires the affirmative vote of a majority of the voting power of all voting shares (Minn. Stat. § 302A.437, subd. 1); • A larger than majority vote may be required for shareholder action (Minn. Stat. § 302A.437); • The number of shares required for a quorum at a shareholders meeting is a majority of the voting power of the shares entitled to vote (Minn. Stat. § 302A.443); • A corporation may agree to submit a matter to its shareholders whether or not the board of directors determines, at any time after approving the matter, that the matter is no longer advisable and recommends that shareholders reject it (Minn. Stat. § 302A.439); • Indemnification of certain persons is required (Minn. Stat. § 302A.521). Amending the Articles of Incorporation A corporation may amend its articles of incorporation to include or modify any provision that is required or permitted to appear in the articles or to omit any provision not required to be included in the articles. Amendments are required when any changes are made in the articles of incorporation. Common reasons for amending the articles include: changing the corporate name or registered address; increasing the number of authorized shares; and changing other provisions affecting the rights of shares and shareholders. A corporation amends its articles of incorporation by submitting the amendment to the shareholders at a regular or special meeting called with proper notice and having the amendment approved by the required number of votes. Proper notice means the corporation mailed information on the meeting time and other agenda items and a brief description of the amendment to each shareholder entitled to vote at least ten days before the meeting, unless other laws or the articles or bylaws permit a shorter time for notice. Electronic meetings and participation by electronic means are permitted in Minnesota. Consult your attorney for further information on how to properly set up a virtual meeting, do corporate business by electronic mail, or allow electronic participation in physical meetings.
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