2025 Session Last amended: 2025 session

§ 302A.201 — Board

Plain-Language Summary

This law says that a corporation's business must be managed by a board of directors. The articles of incorporation can change who has this power. If all shareholders agree, they can also make decisions that normally only the board can make.

302A.201 BOARD.

Subdivision 1.Board to manage.

The business and affairs of a corporation shall be managed by or under the direction of a board, subject to the provisions of subdivision 2 and section 302A.457, and except as may be otherwise provided in the articles. If a provision is made in the articles: (1) the powers and duties conferred or imposed upon the board of directors by this chapter must be exercised or performed to the extent and by the natural persons provided in the articles, (2) the directors have no duties, liabilities, or responsibilities as directors under this chapter with respect to or arising from the exercise or performance of, or from the failure to exercise or perform, the conferred or imposed powers and duties by the other persons, and (3) the other persons have all of the duties, liabilities, and responsibilities of directors under this chapter with respect to and arising from the exercise or performance of, or the failure to exercise or perform, the conferred or imposed powers and duties. The members of the first board may be named in the articles or elected by the incorporators pursuant to section 302A.171 or by the shareholders. §

Subd. 2.Shareholder management.

The holders of the shares entitled to vote for directors of the corporation may, by unanimous affirmative vote, take any action that this chapter requires or permits the board to take. As to an action taken by the shareholders in that manner:

(a) the directors have no duties, liabilities, or responsibilities as directors under this chapter with respect to or arising from the action;

(b) the shareholders collectively and individually have all of the duties, liabilities, and responsibilities of directors under this chapter with respect to and arising from the action;

(c) if the action relates to a matter required or permitted by this chapter or by any other law to be approved or adopted by the board, either with or without approval or adoption by the shareholders, the action is deemed to have been approved or adopted by the board; and

(d) a requirement that an instrument filed with a governmental agency contain a statement that the action has been approved and adopted by the board is satisfied by a statement that the shareholders have taken the action under this subdivision.

History:

1981 c 270 s 26; 1982 c 497 s 23; 1987 c 104 s 16; 2025 c 11 s 15

History: History: 1981 c 270 s 26; 1982 c 497 s 23; 1987 c 104 s 16; 2025 c 11 s 15

Practical Notes

When this applies: When forming a Minnesota corporation and deciding how it will be governed, or when shareholders want to act in place of the board. Who this affects: Incorporators, directors, and shareholders of Minnesota corporations formed under Chapter 302A. Key points: The board of directors manages the corporation unless the articles of incorporation say otherwise. If the articles shift management duties to other people, those people take on the legal duties and liabilities that directors would normally have. All voting shareholders can unanimously take any action the board could take — when they do, the directors are not liable for that action. The first board members can be named in the articles or elected by the incorporators or shareholders.

Source: Minnesota Office of the Revisor of Statutes