2004 Minnesota Code
Chapters 300 - 319B Corporations
Chapter 300 General Provisions
Section 300.52 Meetings.

300.52 Meetings.

Subdivision 1. Prior notice. The first meeting of a corporation, except as otherwise prescribed in its certificate of incorporation or in the case of a banking corporation as waived in writing by the commissioner of commerce, must be called upon not less than three weeks' prior personal or published notice. The notice must be signed by one of the incorporators, to the others, and to each subscriber, if any, to its capital stock, specifying the time, place, and purpose of the meeting. Unless otherwise provided in the certificate of incorporation or corporate bylaws, an annual meeting must be called and held at its principal place of business upon three weeks' published notice, signed by its secretary. No business transacted at an annual meeting not called and held as required by this subdivision is effective. The manner of calling and holding all meetings may be prescribed by its bylaws.

Subd. 2. Call by members. When by reason of the death, absence, or other legal disability of the officers of a corporation there is no person authorized to call or preside at a legal meeting of the corporation, three or more of its stockholders or members may call a meeting by giving to all the others the notice prescribed in subdivision 1. The notice must designate some person to preside at the meeting until a chair and clerk are chosen, and who will act during the absence of those authorized to act in one or both of those capacities. Any business may be done at the meeting which could be lawfully transacted at a regular meeting.

HIST: (7477, 7478) RL s 2875, 2876; 1984 c 628 art 5 s 1; 1986 c 444; 1992 c 587 art 1 s 27