Chapter 317A — Minnesota Nonprofit Corporation Act on MinnesotaLawyer.comhttps://minnesotalawyer.com/statutes/chapter-317a/Recent content in Chapter 317A — Minnesota Nonprofit Corporation Act on MinnesotaLawyer.comHugoen-us§ 317A.001 — Citationhttps://minnesotalawyer.com/statutes/chapter-317a/317a.001/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.001/This section names the chapter as the Minnesota Nonprofit Corporation Act.§ 317A.011 — Definitionshttps://minnesotalawyer.com/statutes/chapter-317a/317a.011/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.011/Defines key terms used throughout the nonprofit corporation law, like articles, board, and member.§ 317A.015 — Legal Recognition of Electronic Records and Signatureshttps://minnesotalawyer.com/statutes/chapter-317a/317a.015/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.015/Allows nonprofits to use electronic records and signatures for corporate actions.§ 317A.021 — Application and Electionhttps://minnesotalawyer.com/statutes/chapter-317a/317a.021/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.021/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 Associationshttps://minnesotalawyer.com/statutes/chapter-317a/317a.022/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.022/Allows certain Chapter 318 unincorporated associations to elect to become nonprofits under this chapter.§ 317A.031 — Transition; Continuation of Legal Actshttps://minnesotalawyer.com/statutes/chapter-317a/317a.031/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.031/Provides transition rules so that actions taken under the old nonprofit law remain valid.§ 317A.041 — Reservation of Righthttps://minnesotalawyer.com/statutes/chapter-317a/317a.041/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.041/Reserves the state’s right to change or repeal any part of the nonprofit corporation law.§ 317A.051 — Scope of Chapterhttps://minnesotalawyer.com/statutes/chapter-317a/317a.051/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.051/Describes what this chapter covers and its limits, including that it does not apply to cooperatives.§ 317A.061 — Foreign Nonprofit Corporations; Sections Applicablehttps://minnesotalawyer.com/statutes/chapter-317a/317a.061/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.061/Lists which sections of this chapter apply to foreign nonprofits doing business in Minnesota.§ 317A.101 — Purposeshttps://minnesotalawyer.com/statutes/chapter-317a/317a.101/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.101/States that a nonprofit may be formed for any lawful purpose.§ 317A.105 — Incorporatorshttps://minnesotalawyer.com/statutes/chapter-317a/317a.105/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.105/Says that one or more people may incorporate a nonprofit by filing articles with the Secretary of State.§ 317A.111 — Articleshttps://minnesotalawyer.com/statutes/chapter-317a/317a.111/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.111/Lists what must be included in the articles of incorporation for a nonprofit.§ 317A.113 — Private Foundations; Provisions Considered Contained in Articleshttps://minnesotalawyer.com/statutes/chapter-317a/317a.113/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.113/Requires private foundations to include specific IRS-related provisions in their articles.§ 317A.115 — Corporate Namehttps://minnesotalawyer.com/statutes/chapter-317a/317a.115/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.115/Sets the rules for naming a nonprofit, including required words and name restrictions.§ 317A.117 — Reserved Namehttps://minnesotalawyer.com/statutes/chapter-317a/317a.117/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.117/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 Agenthttps://minnesotalawyer.com/statutes/chapter-317a/317a.121/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.121/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 Agenthttps://minnesotalawyer.com/statutes/chapter-317a/317a.123/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.123/Explains how a nonprofit changes its registered office, registered agent, or agent name.§ 317A.131 — Amendment of Articleshttps://minnesotalawyer.com/statutes/chapter-317a/317a.131/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.131/Describes how a nonprofit may amend its articles of incorporation.§ 317A.133 — Procedure for Amendment of Articleshttps://minnesotalawyer.com/statutes/chapter-317a/317a.133/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.133/Sets out the procedure for amending a nonprofit’s articles, including board and member votes.§ 317A.139 — Articles of Amendmenthttps://minnesotalawyer.com/statutes/chapter-317a/317a.139/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.139/Describes what must be included in articles of amendment filed with the Secretary of State.§ 317A.141 — Effect of Amendmenthttps://minnesotalawyer.com/statutes/chapter-317a/317a.141/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.141/States that an amendment takes effect when the articles of amendment are filed.§ 317A.151 — Filing; Effective Date of Articleshttps://minnesotalawyer.com/statutes/chapter-317a/317a.151/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.151/Explains when and how articles become effective once filed with the Secretary of State.§ 317A.155 — Presumption; Certificate of Incorporationhttps://minnesotalawyer.com/statutes/chapter-317a/317a.155/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.155/Creates a legal presumption that a filed certificate of incorporation is valid.§ 317A.161 — Powershttps://minnesotalawyer.com/statutes/chapter-317a/317a.161/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.161/Lists the general powers that every nonprofit corporation has under Minnesota law.§ 317A.163 — Corporate Sealhttps://minnesotalawyer.com/statutes/chapter-317a/317a.163/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.163/Allows a nonprofit to adopt and use a corporate seal, but does not require one.§ 317A.165 — Effect of Lack of Power; Ultra Vireshttps://minnesotalawyer.com/statutes/chapter-317a/317a.165/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.165/Limits when a nonprofit’s actions can be challenged for being outside its stated purposes.§ 317A.171 — Organizationhttps://minnesotalawyer.com/statutes/chapter-317a/317a.171/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.171/Describes the organizational meeting held after incorporation to complete initial setup.§ 317A.181 — Bylawshttps://minnesotalawyer.com/statutes/chapter-317a/317a.181/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.181/Authorizes nonprofits to adopt bylaws and describes what bylaws may cover.§ 317A.201 — Boardhttps://minnesotalawyer.com/statutes/chapter-317a/317a.201/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.201/Requires every nonprofit to have a board of directors to manage its affairs.§ 317A.203 — Numberhttps://minnesotalawyer.com/statutes/chapter-317a/317a.203/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.203/Sets the minimum number of directors at three and allows the articles or bylaws to set a higher number.§ 317A.205 — Qualifications; Electionhttps://minnesotalawyer.com/statutes/chapter-317a/317a.205/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.205/Covers who can serve as a director and how directors are elected.§ 317A.207 — Termshttps://minnesotalawyer.com/statutes/chapter-317a/317a.207/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.207/Sets default director terms and allows staggered terms in the bylaws.§ 317A.209 — Expiration of Term; Acts Not Void or Voidablehttps://minnesotalawyer.com/statutes/chapter-317a/317a.209/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.209/States that actions by a director whose term has expired are not automatically void.§ 317A.211 — Compensationhttps://minnesotalawyer.com/statutes/chapter-317a/317a.211/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.211/Allows a nonprofit to pay its directors reasonable compensation.§ 317A.213 — Classification of Directorshttps://minnesotalawyer.com/statutes/chapter-317a/317a.213/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.213/Allows a nonprofit to divide its board into classes with staggered terms.§ 317A.215 — Cumulative Voting for Directorshttps://minnesotalawyer.com/statutes/chapter-317a/317a.215/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.215/Allows cumulative voting for directors if the articles provide for it.§ 317A.221 — Resignationhttps://minnesotalawyer.com/statutes/chapter-317a/317a.221/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.221/Explains how a director may resign from the board.§ 317A.223 — Removal of Directorshttps://minnesotalawyer.com/statutes/chapter-317a/317a.223/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.223/Describes how voting members can remove a director, with or without cause.§ 317A.225 — Removal of Appointed Directorshttps://minnesotalawyer.com/statutes/chapter-317a/317a.225/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.225/Covers removal of directors who were appointed rather than elected by members.§ 317A.227 — Vacancieshttps://minnesotalawyer.com/statutes/chapter-317a/317a.227/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.227/Explains how board vacancies are filled, including by remaining directors.§ 317A.231 — Board Meetingshttps://minnesotalawyer.com/statutes/chapter-317a/317a.231/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.231/Describes how board meetings are called, noticed, and held, including by phone or video.§ 317A.235 — Quorumhttps://minnesotalawyer.com/statutes/chapter-317a/317a.235/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.235/Sets the quorum for board meetings at a majority of directors unless bylaws differ.§ 317A.237 — Act of the Boardhttps://minnesotalawyer.com/statutes/chapter-317a/317a.237/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.237/Says that board action requires a majority vote of directors present at a meeting with a quorum.§ 317A.239 — Action Without Meetinghttps://minnesotalawyer.com/statutes/chapter-317a/317a.239/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.239/Allows the board to act without a meeting if all directors consent in writing.§ 317A.241 — Committeeshttps://minnesotalawyer.com/statutes/chapter-317a/317a.241/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.241/Allows the board to create committees and delegate some of its authority to them.§ 317A.251 — Standard of Conducthttps://minnesotalawyer.com/statutes/chapter-317a/317a.251/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.251/Sets the standard of care for directors: act in good faith and with reasonable care.§ 317A.255 — Director Conflicts of Interesthttps://minnesotalawyer.com/statutes/chapter-317a/317a.255/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.255/Governs conflicts of interest when a director has a personal financial interest in a transaction.§ 317A.257 — Unpaid Directors; Liability for Damageshttps://minnesotalawyer.com/statutes/chapter-317a/317a.257/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.257/Limits personal liability for unpaid volunteer directors of nonprofits.§ 317A.301 — Officers Requiredhttps://minnesotalawyer.com/statutes/chapter-317a/317a.301/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.301/Requires every nonprofit to have a president, a treasurer, and any other officers in the bylaws.§ 317A.305 — Duties of Required Officershttps://minnesotalawyer.com/statutes/chapter-317a/317a.305/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.305/Describes the duties of the required officers: president and treasurer.§ 317A.311 — Other Officershttps://minnesotalawyer.com/statutes/chapter-317a/317a.311/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.311/Allows a nonprofit to create additional officer positions beyond the required ones.§ 317A.315 — Multiple Officeshttps://minnesotalawyer.com/statutes/chapter-317a/317a.315/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.315/Allows one person to hold more than one officer position at the same time.§ 317A.321 — Officers Considered Electedhttps://minnesotalawyer.com/statutes/chapter-317a/317a.321/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.321/States that an officer who performs duties of the office is considered duly elected.§ 317A.331 — Contract Rightshttps://minnesotalawyer.com/statutes/chapter-317a/317a.331/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.331/Protects an officer’s contract rights if they are removed from office.§ 317A.341 — Resignation; Removal; Vacancieshttps://minnesotalawyer.com/statutes/chapter-317a/317a.341/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.341/Explains how officers resign, are removed, and how officer vacancies are filled.§ 317A.351 — Delegationhttps://minnesotalawyer.com/statutes/chapter-317a/317a.351/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.351/Allows officers to delegate duties to other persons.§ 317A.361 — Standard of Conducthttps://minnesotalawyer.com/statutes/chapter-317a/317a.361/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.361/Sets the standard of care for officers, similar to the director standard.§ 317A.401 — Membershttps://minnesotalawyer.com/statutes/chapter-317a/317a.401/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.401/Explains that a nonprofit may have members with voting rights, as set in the articles or bylaws.§ 317A.403 — Membership Certificateshttps://minnesotalawyer.com/statutes/chapter-317a/317a.403/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.403/Allows a nonprofit to issue membership certificates but does not require them.§ 317A.405 — Transfer of Membershiphttps://minnesotalawyer.com/statutes/chapter-317a/317a.405/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.405/Governs whether and how memberships can be transferred.§ 317A.407 — Liability of Membershttps://minnesotalawyer.com/statutes/chapter-317a/317a.407/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.407/Limits the personal liability of members for the nonprofit’s debts.§ 317A.409 — Resignationhttps://minnesotalawyer.com/statutes/chapter-317a/317a.409/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.409/Explains how a member may resign from the nonprofit.§ 317A.411 — Terminationhttps://minnesotalawyer.com/statutes/chapter-317a/317a.411/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.411/Describes how a nonprofit can terminate a membership.§ 317A.413 — Purchase of Membershipshttps://minnesotalawyer.com/statutes/chapter-317a/317a.413/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.413/Allows a nonprofit to repurchase memberships under certain conditions.§ 317A.415 — Delegateshttps://minnesotalawyer.com/statutes/chapter-317a/317a.415/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.415/Allows members to elect delegates who vote on their behalf.§ 317A.431 — Annual Meetings of Members With Voting Rightshttps://minnesotalawyer.com/statutes/chapter-317a/317a.431/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.431/Requires an annual meeting of members who have voting rights.§ 317A.433 — Special Meetings of Members With Voting Rightshttps://minnesotalawyer.com/statutes/chapter-317a/317a.433/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.433/Describes how and when a special meeting of voting members may be called.§ 317A.434 — Court-ordered Meeting of Members With Voting Rightshttps://minnesotalawyer.com/statutes/chapter-317a/317a.434/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.434/Allows a court to order a member meeting if one is not held as required.§ 317A.435 — Notice Requirementshttps://minnesotalawyer.com/statutes/chapter-317a/317a.435/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.435/Sets the notice requirements for member meetings.§ 317A.437 — Record Date; Determining Members Entitled to Notice and Votehttps://minnesotalawyer.com/statutes/chapter-317a/317a.437/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.437/Explains how to set a record date to determine which members can vote.§ 317A.439 — Members' List for Meetinghttps://minnesotalawyer.com/statutes/chapter-317a/317a.439/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.439/Requires the nonprofit to prepare a list of members entitled to vote at a meeting.§ 317A.441 — Right to Votehttps://minnesotalawyer.com/statutes/chapter-317a/317a.441/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.441/Describes who has the right to vote at member meetings.§ 317A.443 — Act of the Membershttps://minnesotalawyer.com/statutes/chapter-317a/317a.443/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.443/Sets the voting threshold for member actions, generally a majority of those present.§ 317A.445 — Unanimous Action Without a Meetinghttps://minnesotalawyer.com/statutes/chapter-317a/317a.445/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.445/Allows members to take action without a meeting if all members consent in writing.§ 317A.447 — Action by Ballothttps://minnesotalawyer.com/statutes/chapter-317a/317a.447/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.447/Allows members to vote by written or electronic ballot without being at a meeting.§ 317A.449https://minnesotalawyer.com/statutes/chapter-317a/317a.449/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.449/This section has been repealed.§ 317A.450 — Remote Communications for Member Meetingshttps://minnesotalawyer.com/statutes/chapter-317a/317a.450/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.450/Allows nonprofits to hold member meetings by remote communication such as video or phone.§ 317A.451 — Quorumhttps://minnesotalawyer.com/statutes/chapter-317a/317a.451/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.451/Sets the quorum for member meetings, generally ten percent of voting members.§ 317A.453 — Proxieshttps://minnesotalawyer.com/statutes/chapter-317a/317a.453/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.453/Allows members to vote by proxy at meetings.§ 317A.455 — Corporation's Acceptance of Member Acthttps://minnesotalawyer.com/statutes/chapter-317a/317a.455/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.455/Sets rules for when a nonprofit can rely on a member’s vote, consent, or demand.§ 317A.457 — Voting Agreementshttps://minnesotalawyer.com/statutes/chapter-317a/317a.457/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.457/Allows members to enter voting agreements about how they will vote.§ 317A.461 — Books and Records; Financial Statementhttps://minnesotalawyer.com/statutes/chapter-317a/317a.461/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.461/Requires nonprofits to keep records and provide financial statements to members.§ 317A.467 — Equitable Remedieshttps://minnesotalawyer.com/statutes/chapter-317a/317a.467/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.467/Gives courts the power to order equitable remedies for certain nonprofit disputes.§ 317A.501 — Loans; Guarantees; Suretyshiphttps://minnesotalawyer.com/statutes/chapter-317a/317a.501/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.501/Prohibits a nonprofit from making loans to its directors or officers.§ 317A.505 — Advanceshttps://minnesotalawyer.com/statutes/chapter-317a/317a.505/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.505/Allows a nonprofit to advance expenses to directors and officers in legal proceedings.§ 317A.521 — Indemnificationhttps://minnesotalawyer.com/statutes/chapter-317a/317a.521/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.521/Describes when and how a nonprofit may indemnify directors and officers for legal claims.§ 317A.601 — Merger, Consolidation, or Transferhttps://minnesotalawyer.com/statutes/chapter-317a/317a.601/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.601/Allows a nonprofit to merge, consolidate, or transfer substantially all of its assets.§ 317A.611 — Plan of Merger or Consolidationhttps://minnesotalawyer.com/statutes/chapter-317a/317a.611/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.611/Describes what must be included in a plan of merger or consolidation.§ 317A.613 — Plan Approvalhttps://minnesotalawyer.com/statutes/chapter-317a/317a.613/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.613/Sets the approval process for a merger or consolidation plan.§ 317A.615 — Articles of Merger or Consolidation; Certificatehttps://minnesotalawyer.com/statutes/chapter-317a/317a.615/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.615/Describes the articles of merger or consolidation that must be filed with the Secretary of State.§ 317A.621 — Merger of Wholly Owned Subsidiarieshttps://minnesotalawyer.com/statutes/chapter-317a/317a.621/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.621/Allows a parent nonprofit to merge a wholly owned subsidiary without a member vote.§ 317A.631 — Abandonmenthttps://minnesotalawyer.com/statutes/chapter-317a/317a.631/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.631/Allows a nonprofit to abandon a merger or consolidation before it takes effect.§ 317A.641 — Effective Date of Merger or Consolidation; Effecthttps://minnesotalawyer.com/statutes/chapter-317a/317a.641/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.641/Describes when a merger or consolidation takes effect and what happens to the entities involved.§ 317A.643 — Continuance of Corporate Authorityhttps://minnesotalawyer.com/statutes/chapter-317a/317a.643/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.643/Preserves a dissolved or merged nonprofit’s ability to enforce or defend legal claims.§ 317A.651 — Merger or Consolidation With Foreign Corporationhttps://minnesotalawyer.com/statutes/chapter-317a/317a.651/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.651/Allows a Minnesota nonprofit to merge or consolidate with a foreign nonprofit.§ 317A.661 — Transfer of Assets; Required Approvalhttps://minnesotalawyer.com/statutes/chapter-317a/317a.661/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.661/Requires board and member approval to transfer all or substantially all nonprofit assets.§ 317A.671 — Certain Assets Not to Be Divertedhttps://minnesotalawyer.com/statutes/chapter-317a/317a.671/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.671/Prevents charitable assets from being diverted away from their charitable purpose.§ 317A.681 — Conversionhttps://minnesotalawyer.com/statutes/chapter-317a/317a.681/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.681/Allows a nonprofit to convert to a different type of entity, like a business corporation.§ 317A.683 — Action on Plan of Conversion by Converting Corporationhttps://minnesotalawyer.com/statutes/chapter-317a/317a.683/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.683/Sets the approval process for a nonprofit’s plan of conversion.§ 317A.685 — Filings Required for Conversion; Effective Date and Timehttps://minnesotalawyer.com/statutes/chapter-317a/317a.685/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.685/Describes the filings needed to complete a conversion and when it takes effect.§ 317A.687 — Abandonmenthttps://minnesotalawyer.com/statutes/chapter-317a/317a.687/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.687/Allows a nonprofit to abandon a plan of conversion before it takes effect.§ 317A.689 — Effect of Conversionhttps://minnesotalawyer.com/statutes/chapter-317a/317a.689/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.689/Describes the legal effects of conversion on the entity’s rights and obligations.§ 317A.701 — Methods of Dissolutionhttps://minnesotalawyer.com/statutes/chapter-317a/317a.701/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.701/Lists the ways a nonprofit can be dissolved: voluntarily or by court order.§ 317A.711 — Voluntary Dissolution by Incorporatorshttps://minnesotalawyer.com/statutes/chapter-317a/317a.711/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.711/Allows incorporators to dissolve a nonprofit before it begins business.§ 317A.721 — Voluntary Dissolution by Board and Members With Voting Rightshttps://minnesotalawyer.com/statutes/chapter-317a/317a.721/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.721/Describes voluntary dissolution by vote of the board and voting members.§ 317A.723 — Filing Notice of Intent to Dissolve; Effecthttps://minnesotalawyer.com/statutes/chapter-317a/317a.723/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.723/Requires filing a notice of intent to dissolve and describes its legal effects.§ 317A.725 — Procedure in Dissolutionhttps://minnesotalawyer.com/statutes/chapter-317a/317a.725/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.725/Sets out the steps a nonprofit must take during the dissolution process.§ 317A.727 — Notice to Creditors and Claimantshttps://minnesotalawyer.com/statutes/chapter-317a/317a.727/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.727/Requires the dissolving nonprofit to notify creditors and claimants.§ 317A.729 — Claims in Dissolutionhttps://minnesotalawyer.com/statutes/chapter-317a/317a.729/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.729/Describes how claims against a dissolving nonprofit are handled.§ 317A.730 — Statute of Limitationshttps://minnesotalawyer.com/statutes/chapter-317a/317a.730/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.730/Sets the statute of limitations for claims against a dissolved nonprofit.§ 317A.731 — Revocation of Dissolution Proceedingshttps://minnesotalawyer.com/statutes/chapter-317a/317a.731/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.731/Allows a nonprofit to revoke its dissolution proceedings and resume business.§ 317A.733 — Articles of Dissolution; Certificate of Dissolution; Effecthttps://minnesotalawyer.com/statutes/chapter-317a/317a.733/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.733/Describes the articles of dissolution that must be filed and when dissolution takes effect.§ 317A.735 — Distribution of Assetshttps://minnesotalawyer.com/statutes/chapter-317a/317a.735/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.735/Describes how a dissolving nonprofit must distribute its remaining assets.§ 317A.741 — Supervised Voluntary Dissolutionhttps://minnesotalawyer.com/statutes/chapter-317a/317a.741/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.741/Allows a court to supervise a voluntary dissolution if requested.§ 317A.751 — Judicial Intervention; Equitable Remedies or Dissolutionhttps://minnesotalawyer.com/statutes/chapter-317a/317a.751/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.751/Allows a court to order dissolution or other equitable remedies in certain situations.§ 317A.753 — Procedure in Involuntary or Supervised Voluntary Dissolutionhttps://minnesotalawyer.com/statutes/chapter-317a/317a.753/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.753/Sets out the court procedure for involuntary or supervised voluntary dissolution.§ 317A.755 — Qualifications of Receivers; Powershttps://minnesotalawyer.com/statutes/chapter-317a/317a.755/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.755/Describes the qualifications and powers of receivers in dissolution proceedings.§ 317A.759 — Filing Claims in Proceedings to Dissolvehttps://minnesotalawyer.com/statutes/chapter-317a/317a.759/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.759/Sets the process for filing claims in court-supervised dissolution proceedings.§ 317A.763 — Decree of Dissolutionhttps://minnesotalawyer.com/statutes/chapter-317a/317a.763/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.763/Describes the court decree that officially dissolves the nonprofit.§ 317A.765 — Filing Decreehttps://minnesotalawyer.com/statutes/chapter-317a/317a.765/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.765/Requires filing the dissolution decree with the Secretary of State.§ 317A.771 — Deposit With Commissioner of Management and Budget of Amount Due Certain Personshttps://minnesotalawyer.com/statutes/chapter-317a/317a.771/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.771/Requires unclaimed dissolution funds to be deposited with the state.§ 317A.781 — Claims Barred; Exceptionshttps://minnesotalawyer.com/statutes/chapter-317a/317a.781/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.781/Bars claims against a dissolved nonprofit after a certain period, with some exceptions.§ 317A.783 — Right to Sue or Defend After Dissolutionhttps://minnesotalawyer.com/statutes/chapter-317a/317a.783/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.783/Preserves a dissolved nonprofit’s right to sue and be sued for a limited time.§ 317A.791 — Omitted Assetshttps://minnesotalawyer.com/statutes/chapter-317a/317a.791/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.791/Allows a dissolved nonprofit to deal with assets discovered after dissolution.§ 317A.801https://minnesotalawyer.com/statutes/chapter-317a/317a.801/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.801/This section has been repealed.§ 317A.805https://minnesotalawyer.com/statutes/chapter-317a/317a.805/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.805/This section has been repealed.§ 317A.811 — Notice to Attorney General; Waiting Periodhttps://minnesotalawyer.com/statutes/chapter-317a/317a.811/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.811/Requires notice to the Attorney General before certain nonprofit mergers, dissolutions, or asset transfers.§ 317A.813 — Remedial Powers of Attorney Generalhttps://minnesotalawyer.com/statutes/chapter-317a/317a.813/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.813/Gives the Attorney General power to investigate and take action to protect charitable assets.§ 317A.821 — Initial Corporate Registration With Secretary of Statehttps://minnesotalawyer.com/statutes/chapter-317a/317a.821/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.821/Requires nonprofits to file an initial registration with the Secretary of State.§ 317A.823 — Annual Corporate Renewalhttps://minnesotalawyer.com/statutes/chapter-317a/317a.823/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.823/Requires nonprofits to file an annual renewal with the Secretary of State.§ 317A.825 — Acceptance of Registration by Secretary of Statehttps://minnesotalawyer.com/statutes/chapter-317a/317a.825/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.825/Describes how the Secretary of State processes and accepts corporate registrations.§ 317A.827 — Continuation for Certain Purposes; Reinstatementhttps://minnesotalawyer.com/statutes/chapter-317a/317a.827/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.827/Allows a nonprofit that failed to renew to continue for some purposes and to reinstate.§ 317A.901 — Service of Process on Corporationhttps://minnesotalawyer.com/statutes/chapter-317a/317a.901/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.901/Describes how legal papers (service of process) are delivered to a nonprofit.§ 317A.903 — State Interested; Proceedingshttps://minnesotalawyer.com/statutes/chapter-317a/317a.903/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.903/Describes when the state has an interest in nonprofit proceedings.§ 317A.905 — Chambers of Commerce, Boards of Trade, Exchangeshttps://minnesotalawyer.com/statutes/chapter-317a/317a.905/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.905/Applies this chapter to chambers of commerce, boards of trade, and exchanges.§ 317A.907 — Corporations to Secure or Maintain Homes for Dependent Childrenhttps://minnesotalawyer.com/statutes/chapter-317a/317a.907/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.907/Applies to nonprofits formed to provide homes for dependent children.§ 317A.909 — Corporations for Religious Purposeshttps://minnesotalawyer.com/statutes/chapter-317a/317a.909/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-317a/317a.909/Applies to nonprofits formed for religious purposes and preserves their internal governance rights.