2007 Minnesota Code
Chapters 300 - 319B Corporations
Chapter 302A Business Corporations
Section 302A.437 ACT OF THE SHAREHOLDERS.

302A.437 ACT OF THE SHAREHOLDERS.
Subdivision 1. Majority required. Except for the election of directors, which is governed by
section 302A.215, the shareholders shall take action by the affirmative vote of the holders of the
greater of (1) a majority of the voting power of the shares present and entitled to vote on that item
of business, or (2) a majority of the voting power of the minimum number of the shares entitled to
vote that would constitute a quorum for the transaction of business at the meeting, except where
this chapter or the articles require 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 control.
Subd. 2. Voting by class or series. In any case where a class or series of shares is entitled
by this chapter, the articles or the terms of the shares to vote as a class or series, the matter
being voted upon must also receive the affirmative vote of the holders of the same proportion
of the shares present of that class or series, or of the total outstanding shares of that class or
series, as the proportion required pursuant to subdivision 1, unless the articles require a larger
proportion. Unless otherwise stated in the articles or bylaws in the case of voting as a class or
series, the minimum percentage of the total number of shares of the class or series which must
be present shall be equal to the minimum percentage of all outstanding shares entitled to vote
required to be present under section 302A.443.
History: 1981 c 270 s 68; 1982 c 497 s 41; 1987 c 104 s 25; 1991 c 49 s 10; 1993 c 17 s 34;
1997 c 10 art 1 s 19; 2004 c 199 art 14 s 14