Other Provisions There is no publication (i.e., no “legal advertisement”) requirement for corporations incorporated under Minn. Stat. Chapter 302A. There is also no statutory minimum capital requirement for these corporations. There are a number of provisions of Minn. Stat. Chapter 302A that may be altered or adopted in the articles of incorporation, but that need not appear in the articles in order to properly form a corporation. A brief description of each of these provisions appears in Minn. Stat. § 302A.111, subdivisions 2, 3 and 4. Some of these provisions include: • The power to adopt, amend, or repeal the bylaws is vested in the board of directors (Minn. Stat. § 302A.181); • Directors serve for an indefinite term that expires at the next regular meeting of shareholders (Minn. Stat. § 302A.207); • A corporation must allow cumulative voting for directors (Minn. Stat. § 302A.215); • Absent directors may be permitted to give written consent or opposition to a proposal (Minn. Stat. § 302A.233); • A larger than majority vote may be required for board action (Minn. Stat. § 302A.237); • The affirmative vote of a majority of directors present is required for an action of the board (Minn. Stat. § 302A.237); • 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);
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