§ 302A.237 — Act of the Board
Plain-Language Summary
The board takes action by the affirmative vote of the greater of (1) a majority of the directors present at a duly held meeting when the action is taken, or (2) a majority of the minimum number of directors that would make up a quorum, unless this chapter or the articles require a larger vote. A non-publicly-held corporation may give some directors more or fewer votes than others, though adding unequal voting power by amendment requires approval of all shareholders entitled to vote. The board may approve an agreement, instrument, plan, or document in final or substantially final form, and may later ratify it before any related filing with the secretary of state takes effect.
302A.237 ACT OF THE BOARD.
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Subdivision 1.Majority required.
The board shall take action by the affirmative vote of the greater of (1) a majority of directors present at a duly held meeting at the time the action is taken, or (2) a majority of the minimum proportion or number of directors that would constitute a quorum for the transaction of business at the meeting, except where this chapter or the articles require the affirmative vote of a larger proportion or number. If the articles require a larger proportion or number than is required by this chapter for a particular action, the articles shall control. §
Subd. 2.Voting power.
The articles of a domestic corporation that is not a publicly held corporation may confer upon one or more directors voting powers greater than or less than those of other directors. After the adoption of the initial articles, an amendment to the articles to confer upon one or more directors voting powers greater than or less than those of other directors requires the approval of all of the shareholders entitled to vote on the amendment. If the articles provide that any director has more or less than one vote on any matter, every reference in this chapter to a majority or other proportion of the directors shall refer to a majority or other proportion of the voting power of the directors. Unless otherwise provided in the articles, the bylaws, or the resolution establishing the committee or the subcommittee, any such provision conferring greater or lesser voting power applies to voting in a committee or subcommittee. §
Subd. 3.Agreements and other instruments; authorization.
When this chapter requires the board to approve or to take other action with respect to an agreement, instrument, plan, or document, the agreement, instrument, plan, or document may be approved by the board in final form or in substantially final form. If the board acts to approve or take other action with respect to an agreement, instrument, plan, or document that this chapter requires to be filed with the secretary of state or referenced in any certificate filed, the board may, at any time after providing the approval or taking other action and prior to the effectiveness of the filing with the secretary of state, adopt a resolution ratifying the agreement, instrument, plan, or document. The ratification under this subdivision is effective as of the time of the original approval or other action by the board and to satisfy any requirement under this chapter that the board approve or take other action with respect to the agreement, instrument, plan, or document in a specific manner or sequence.
History:
1981 c 270 s 40; 1993 c 17 s 19; 2008 c 233 art 1 s 8; 2025 c 11 s 16
History: History: 1981 c 270 s 40; 1993 c 17 s 19; 2008 c 233 art 1 s 8; 2025 c 11 s 16