Chapter 317A — Minnesota Nonprofit Corporation Act

317A.001 Citation This section names the chapter as the Minnesota Nonprofit Corporation Act. 317A.011 Definitions Defines key terms used throughout the nonprofit corporation law, like articles, board, and member. 317A.015 Legal Recognition of Electronic Records and Signatures Allows nonprofits to use electronic records and signatures for corporate actions. 317A.021 Application and Election Explains which nonprofits are covered by this chapter and how older nonprofits can elect to be governed by it. 317A.022 Election by Certain Chapter 318 Associations Allows certain Chapter 318 unincorporated associations to elect to become nonprofits under this chapter. 317A.031 Transition; Continuation of Legal Acts Provides transition rules so that actions taken under the old nonprofit law remain valid. 317A.041 Reservation of Right Reserves the state's right to change or repeal any part of the nonprofit corporation law. 317A.051 Scope of Chapter Describes what this chapter covers and its limits, including that it does not apply to cooperatives. 317A.061 Foreign Nonprofit Corporations; Sections Applicable Lists which sections of this chapter apply to foreign nonprofits doing business in Minnesota. 317A.101 Purposes States that a nonprofit may be formed for any lawful purpose. 317A.105 Incorporators Says that one or more people may incorporate a nonprofit by filing articles with the Secretary of State. 317A.111 Articles Lists what must be included in the articles of incorporation for a nonprofit. 317A.113 Private Foundations; Provisions Considered Contained in Articles Requires private foundations to include specific IRS-related provisions in their articles. 317A.115 Corporate Name Sets the rules for naming a nonprofit, including required words and name restrictions. 317A.117 Reserved Name Allows a person to reserve a corporate name for up to 12 months by filing with the Secretary of State. 317A.121 Registered Office; Registered Agent Requires every nonprofit to have a registered office and agent in Minnesota for legal service. 317A.123 Change of Registered Office or Registered Agent; Change of Name of Registered Agent Explains how a nonprofit changes its registered office, registered agent, or agent name. 317A.131 Amendment of Articles Describes how a nonprofit may amend its articles of incorporation. 317A.133 Procedure for Amendment of Articles Sets out the procedure for amending a nonprofit's articles, including board and member votes. 317A.139 Articles of Amendment Describes what must be included in articles of amendment filed with the Secretary of State. 317A.141 Effect of Amendment States that an amendment takes effect when the articles of amendment are filed. 317A.151 Filing; Effective Date of Articles Explains when and how articles become effective once filed with the Secretary of State. 317A.155 Presumption; Certificate of Incorporation Creates a legal presumption that a filed certificate of incorporation is valid. 317A.161 Powers Lists the general powers that every nonprofit corporation has under Minnesota law. 317A.163 Corporate Seal Allows a nonprofit to adopt and use a corporate seal, but does not require one. 317A.165 Effect of Lack of Power; Ultra Vires Limits when a nonprofit's actions can be challenged for being outside its stated purposes. 317A.171 Organization Describes the organizational meeting held after incorporation to complete initial setup. 317A.181 Bylaws Authorizes nonprofits to adopt bylaws and describes what bylaws may cover. 317A.201 Board Requires every nonprofit to have a board of directors to manage its affairs. 317A.203 Number Sets the minimum number of directors at three and allows the articles or bylaws to set a higher number. 317A.205 Qualifications; Election Covers who can serve as a director and how directors are elected. 317A.207 Terms Sets default director terms and allows staggered terms in the bylaws. 317A.209 Expiration of Term; Acts Not Void or Voidable States that actions by a director whose term has expired are not automatically void. 317A.211 Compensation Allows a nonprofit to pay its directors reasonable compensation. 317A.213 Classification of Directors Allows a nonprofit to divide its board into classes with staggered terms. 317A.215 Cumulative Voting for Directors Allows cumulative voting for directors if the articles provide for it. 317A.221 Resignation Explains how a director may resign from the board. 317A.223 Removal of Directors Describes how voting members can remove a director, with or without cause. 317A.225 Removal of Appointed Directors Covers removal of directors who were appointed rather than elected by members. 317A.227 Vacancies Explains how board vacancies are filled, including by remaining directors. 317A.231 Board Meetings Describes how board meetings are called, noticed, and held, including by phone or video. 317A.235 Quorum Sets the quorum for board meetings at a majority of directors unless bylaws differ. 317A.237 Act of the Board Says that board action requires a majority vote of directors present at a meeting with a quorum. 317A.239 Action Without Meeting Allows the board to act without a meeting if all directors consent in writing. 317A.241 Committees Allows the board to create committees and delegate some of its authority to them. 317A.251 Standard of Conduct Sets the standard of care for directors: act in good faith and with reasonable care. 317A.255 Director Conflicts of Interest Governs conflicts of interest when a director has a personal financial interest in a transaction. 317A.257 Unpaid Directors; Liability for Damages Limits personal liability for unpaid volunteer directors of nonprofits. 317A.301 Officers Required Requires every nonprofit to have a president, a treasurer, and any other officers in the bylaws. 317A.305 Duties of Required Officers Describes the duties of the required officers: president and treasurer. 317A.311 Other Officers Allows a nonprofit to create additional officer positions beyond the required ones. 317A.315 Multiple Offices Allows one person to hold more than one officer position at the same time. 317A.321 Officers Considered Elected States that an officer who performs duties of the office is considered duly elected. 317A.331 Contract Rights Protects an officer's contract rights if they are removed from office. 317A.341 Resignation; Removal; Vacancies Explains how officers resign, are removed, and how officer vacancies are filled. 317A.351 Delegation Allows officers to delegate duties to other persons. 317A.361 Standard of Conduct Sets the standard of care for officers, similar to the director standard. 317A.401 Members Explains that a nonprofit may have members with voting rights, as set in the articles or bylaws. 317A.403 Membership Certificates Allows a nonprofit to issue membership certificates but does not require them. 317A.405 Transfer of Membership Governs whether and how memberships can be transferred. 317A.407 Liability of Members Limits the personal liability of members for the nonprofit's debts. 317A.409 Resignation Explains how a member may resign from the nonprofit. 317A.411 Termination Describes how a nonprofit can terminate a membership. 317A.413 Purchase of Memberships Allows a nonprofit to repurchase memberships under certain conditions. 317A.415 Delegates Allows members to elect delegates who vote on their behalf. 317A.431 Annual Meetings of Members With Voting Rights Requires an annual meeting of members who have voting rights. 317A.433 Special Meetings of Members With Voting Rights Describes how and when a special meeting of voting members may be called. 317A.434 Court-ordered Meeting of Members With Voting Rights Allows a court to order a member meeting if one is not held as required. 317A.435 Notice Requirements Sets the notice requirements for member meetings. 317A.437 Record Date; Determining Members Entitled to Notice and Vote Explains how to set a record date to determine which members can vote. 317A.439 Members' List for Meeting Requires the nonprofit to prepare a list of members entitled to vote at a meeting. 317A.441 Right to Vote Describes who has the right to vote at member meetings. 317A.443 Act of the Members Sets the voting threshold for member actions, generally a majority of those present. 317A.445 Unanimous Action Without a Meeting Allows members to take action without a meeting if all members consent in writing. 317A.447 Action by Ballot Allows members to vote by written or electronic ballot without being at a meeting. 317A.449 This section has been repealed. 317A.450 Remote Communications for Member Meetings Allows nonprofits to hold member meetings by remote communication such as video or phone. 317A.451 Quorum Sets the quorum for member meetings, generally ten percent of voting members. 317A.453 Proxies Allows members to vote by proxy at meetings. 317A.455 Corporation's Acceptance of Member Act Sets rules for when a nonprofit can rely on a member's vote, consent, or demand. 317A.457 Voting Agreements Allows members to enter voting agreements about how they will vote. 317A.461 Books and Records; Financial Statement Requires nonprofits to keep records and provide financial statements to members. 317A.467 Equitable Remedies Gives courts the power to order equitable remedies for certain nonprofit disputes. 317A.501 Loans; Guarantees; Suretyship Prohibits a nonprofit from making loans to its directors or officers. 317A.505 Advances Allows a nonprofit to advance expenses to directors and officers in legal proceedings. 317A.521 Indemnification Describes when and how a nonprofit may indemnify directors and officers for legal claims. 317A.601 Merger, Consolidation, or Transfer Allows a nonprofit to merge, consolidate, or transfer substantially all of its assets. 317A.611 Plan of Merger or Consolidation Describes what must be included in a plan of merger or consolidation. 317A.613 Plan Approval Sets the approval process for a merger or consolidation plan. 317A.615 Articles of Merger or Consolidation; Certificate Describes the articles of merger or consolidation that must be filed with the Secretary of State. 317A.621 Merger of Wholly Owned Subsidiaries Allows a parent nonprofit to merge a wholly owned subsidiary without a member vote. 317A.631 Abandonment Allows a nonprofit to abandon a merger or consolidation before it takes effect. 317A.641 Effective Date of Merger or Consolidation; Effect Describes when a merger or consolidation takes effect and what happens to the entities involved. 317A.643 Continuance of Corporate Authority Preserves a dissolved or merged nonprofit's ability to enforce or defend legal claims. 317A.651 Merger or Consolidation With Foreign Corporation Allows a Minnesota nonprofit to merge or consolidate with a foreign nonprofit. 317A.661 Transfer of Assets; Required Approval Requires board and member approval to transfer all or substantially all nonprofit assets. 317A.671 Certain Assets Not to Be Diverted Prevents charitable assets from being diverted away from their charitable purpose. 317A.681 Conversion Allows a nonprofit to convert to a different type of entity, like a business corporation. 317A.683 Action on Plan of Conversion by Converting Corporation Sets the approval process for a nonprofit's plan of conversion. 317A.685 Filings Required for Conversion; Effective Date and Time Describes the filings needed to complete a conversion and when it takes effect. 317A.687 Abandonment Allows a nonprofit to abandon a plan of conversion before it takes effect. 317A.689 Effect of Conversion Describes the legal effects of conversion on the entity's rights and obligations. 317A.701 Methods of Dissolution Lists the ways a nonprofit can be dissolved: voluntarily or by court order. 317A.711 Voluntary Dissolution by Incorporators Allows incorporators to dissolve a nonprofit before it begins business. 317A.721 Voluntary Dissolution by Board and Members With Voting Rights Describes voluntary dissolution by vote of the board and voting members. 317A.723 Filing Notice of Intent to Dissolve; Effect Requires filing a notice of intent to dissolve and describes its legal effects. 317A.725 Procedure in Dissolution Sets out the steps a nonprofit must take during the dissolution process. 317A.727 Notice to Creditors and Claimants Requires the dissolving nonprofit to notify creditors and claimants. 317A.729 Claims in Dissolution Describes how claims against a dissolving nonprofit are handled. 317A.730 Statute of Limitations Sets the statute of limitations for claims against a dissolved nonprofit. 317A.731 Revocation of Dissolution Proceedings Allows a nonprofit to revoke its dissolution proceedings and resume business. 317A.733 Articles of Dissolution; Certificate of Dissolution; Effect Describes the articles of dissolution that must be filed and when dissolution takes effect. 317A.735 Distribution of Assets Describes how a dissolving nonprofit must distribute its remaining assets. 317A.741 Supervised Voluntary Dissolution Allows a court to supervise a voluntary dissolution if requested. 317A.751 Judicial Intervention; Equitable Remedies or Dissolution Allows a court to order dissolution or other equitable remedies in certain situations. 317A.753 Procedure in Involuntary or Supervised Voluntary Dissolution Sets out the court procedure for involuntary or supervised voluntary dissolution. 317A.755 Qualifications of Receivers; Powers Describes the qualifications and powers of receivers in dissolution proceedings. 317A.759 Filing Claims in Proceedings to Dissolve Sets the process for filing claims in court-supervised dissolution proceedings. 317A.763 Decree of Dissolution Describes the court decree that officially dissolves the nonprofit. 317A.765 Filing Decree Requires filing the dissolution decree with the Secretary of State. 317A.771 Deposit With Commissioner of Management and Budget of Amount Due Certain Persons Requires unclaimed dissolution funds to be deposited with the state. 317A.781 Claims Barred; Exceptions Bars claims against a dissolved nonprofit after a certain period, with some exceptions. 317A.783 Right to Sue or Defend After Dissolution Preserves a dissolved nonprofit's right to sue and be sued for a limited time. 317A.791 Omitted Assets Allows a dissolved nonprofit to deal with assets discovered after dissolution. 317A.801 This section has been repealed. 317A.805 This section has been repealed. 317A.811 Notice to Attorney General; Waiting Period Requires notice to the Attorney General before certain nonprofit mergers, dissolutions, or asset transfers. 317A.813 Remedial Powers of Attorney General Gives the Attorney General power to investigate and take action to protect charitable assets. 317A.821 Initial Corporate Registration With Secretary of State Requires nonprofits to file an initial registration with the Secretary of State. 317A.823 Annual Corporate Renewal Requires nonprofits to file an annual renewal with the Secretary of State. 317A.825 Acceptance of Registration by Secretary of State Describes how the Secretary of State processes and accepts corporate registrations. 317A.827 Continuation for Certain Purposes; Reinstatement Allows a nonprofit that failed to renew to continue for some purposes and to reinstate. 317A.901 Service of Process on Corporation Describes how legal papers (service of process) are delivered to a nonprofit. 317A.903 State Interested; Proceedings Describes when the state has an interest in nonprofit proceedings. 317A.905 Chambers of Commerce, Boards of Trade, Exchanges Applies this chapter to chambers of commerce, boards of trade, and exchanges. 317A.907 Corporations to Secure or Maintain Homes for Dependent Children Applies to nonprofits formed to provide homes for dependent children. 317A.909 Corporations for Religious Purposes Applies to nonprofits formed for religious purposes and preserves their internal governance rights.