Corporate lawyers take note: a new law signed April 15 by Gov. Tim Pawlenty makes a number of changes to state laws dealing with business organizations.
Sponsored by Rep. Dave Olin (DFL-Thief River Falls) and Sen. Ron Latz (DFL-St. Louis Park), the law is the result of changes proposed by the Minnesota State Bar Association and the Office of the Secretary of State’s business service division.
Among the most significant changes in the law, corporate boards of directors will no longer be required to appoint or remove all corporate officers. Instead, chief executive officers can appoint or remove officers — other than the chief financial officer — if it’s allowed by the corporate articles or bylaws, or if such authority is granted by the board.
Also under the law, publicly held corporations can eliminate or modify cumulative voting by a simple majority vote instead of a supermajority vote. Supermajorities would still be required for privately held corporations.
The law includes a number of provisions relating to corporations, nonprofits and limited liability companies. Selected changes include:
• allowing boards of directors to make certain amendments to articles of incorporation in regard to share dividends;
• allowing boards of directors flexibility to maintain corporate records at locations other than the principal executive office;
• various provisions clarifying the process of approving amendments to bylaws and articles of incorporation for nonprofits; and
• modifications to requirements for filing documents with the Office of the Secretary of State.
Most of the law takes effect Aug. 1, 2010.
HF3025/
SF2705*/CH250