2005 Minnesota Statutes - 47.15 — Bylaws; statements.

     47.15 Bylaws; statements. 


    Subdivision 1.    Adoption of bylaws.  Initial bylaws 
 may be adopted pursuant to section 302A.171 by the 
 incorporators.  If not adopted by the incorporators, the bylaws 
 must be adopted by the first board.  Unless reserved by the 
 articles to the shareholders, the power to adopt, amend, or 
 repeal the bylaws is vested in the board.  The power of the 
 board is subject to the power of the shareholders, exercisable 
 in the manner provided in section 302A.181, subdivision 3, to 
 adopt, amend, or repeal bylaws adopted, amended, or repealed by 
 the board.  The bylaws may be amended by the shareholders at a 
 regular or special meeting called for that purpose.  After the 
 adoption of the initial bylaws, the board shall not adopt, 
 amend, or repeal a bylaw fixing a quorum for meetings of 
 shareholders, prescribing procedures for removing directors or 
 filling vacancies in the board, or fixing the number of 
 directors or their classifications, qualifications, or terms of 
 office, but may adopt or amend a bylaw to increase the number of 
 directors.  


    Subd. 2.    Filing.  Within 90 days after the adoption 
 of bylaws or any amendment thereof, a certified copy of the same 
 shall be filed with the commissioner of commerce.  


    HIST: (7647) RL s 2975; 1983 c 289 s 114 subd 1; 1984 c 655 
 art 1 s 92; 2005 c 69 art 1 s 3 


*   NOTE:  The amendment to this section by Laws 2005, chapter 
*69, article 1, section 3, is effective August 1, 2006.  Laws 
*2005, chapter 69, article 4, section 2.