2004 Minnesota Code
Chapters 300 - 319B Corporations
Chapter 300 General Provisions
Section 300.20 Board of directors.

300.20 Board of directors.

Subdivision 1. Election. The business of savings banks must be managed by a board of at least seven directors, all residents of this state, each of whom, before being authorized to act, must file a written acceptance of the position. The business of other corporations must be managed by a board of at least five directors, unless a greater number is otherwise required by law, elected by ballot by the stockholders or members. A board of directors of a financial institution referred to in section 47.12 which has less than five members on August 1, 1995, is not subject to this requirement but may be increased to not more than five members by order of the commissioner of commerce.

Subd. 2. Vacancies. If the certificate of incorporation or the bylaws so provides, a vacancy in the board of directors may be filled by the remaining directors. Not more than one-third of the members of the board may be so filled in any one year except any number may be appointed to provide for at least five directors until any subsequent meeting of the stockholders.

Subd. 3. Quorum to do business. A majority of the directors constitutes a quorum for the transaction of business.

Subd. 4. Action without meeting. Any action which might be taken at a meeting of the board of directors, trustees, or managers may be taken without a meeting if done in writing signed by all of the directors, trustees, or managers.

HIST: (7458) RL s 2858; 1919 c 311 s 1; 1941 c 148; 1977 c 272 s 15; 1983 c 250 s 31; 1984 c 628 art 5 s 1; 1993 c 257 s 45; 1995 c 171 s 68; 1995 c 202 art 2 s 27; 1997 c 157 s 57