2007 Minnesota Code
Chapters 300 - 319B Corporations
Chapter 302A Business Corporations
Section 302A.171 ORGANIZATION.

302A.171 ORGANIZATION.
Subdivision 1. Role of incorporators. If the first board is not named in the articles, the
incorporators may elect the first board or may act as directors with all of the powers, rights,
duties, and liabilities of directors, until directors are elected or until shares are issued, whichever
occurs first.
Subd. 2. Meeting. After the filing of articles of incorporation, the incorporators or the
directors named in the articles shall either hold an organizational meeting at the call of a majority
of the incorporators or of the directors named in the articles, or take written action, for the
purposes of transacting business and taking actions necessary or appropriate to complete the
organization of the corporation, including, without limitation, amending the articles, electing
directors, adopting bylaws, electing officers, adopting banking resolutions, authorizing or ratifying
the purchase, lease, or other acquisition of suitable space, furniture, furnishings, supplies, and
materials, approving a corporate seal, approving forms of certificates for shares of the corporation,
adopting a fiscal year for the corporation, accepting subscriptions for and issuing shares of the
corporation, and making any appropriate tax elections. If a meeting is held, the person or persons
calling the meeting shall give at least three days' notice of the meeting to each incorporator or
director named, stating the date, time, and place of the meeting. Incorporators and directors may
waive notice of an organizational meeting in the same manner that a director may waive notice of
meetings of the board pursuant to section 302A.231, subdivision 5.
History: 1981 c 270 s 24; 1993 c 17 s 16; 1997 c 10 art 1 s 9