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Bylaws - Chapter 29 - Advising Minnesota Corporations and Other Business Organizations - 2nd Edition

 
Price:
$35.00
Author: Roger Magnuson and Richard Saliterman
Page Count: 28
Published: October 2011
Media Desc: PDF from "Advising Minnesota Corporations and Other Business Organizations - 2nd Edition"
File Size: 278 KB
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Originally from:

Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Hardcover

Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Electronic

 


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CHAPTER 29
BYLAWS


§ 29.01 Statutory Summary and Purpose of Bylaws

 

A Minnesota corporation is not required to adopt bylaws.1 However,
because bylaws “may contain any provision relating to the management
of the business or the regulation of the affairs of the corporation not
inconsistent with the law or the articles,”2 they are second only to the
articles in their importance.

Bylaws are the contractual private law of the corporation.3 They
govern both the corporation’s own actions and concerns and the
relationships among its shareholders, directors, and officers. They
provide procedural guidance to shareholders, directors, or officers. They
also make clear the substantive authority and limitations of each group.
Bylaws therefore are “expedient for the convenient functioning of the
corporation.”4


§ 29.02 Legal Effect—Separately

Corporate bylaws generally have the same legal effect as provisions
in the articles of incorporation.5 However, where a bylaw provision
conflicts with a statute or with the articles, it will be ineffective.6 Bylaws
are permanent and continuing in nature and remain in effect until legally
changed.7 If a particular provision is ambiguous, the practical
construction placed on it by the corporation and its constituents controls.8
A bylaw provision must be followed by all corporate constituents: the
corporation itself, shareholders, directors, and officers.9 Bylaws generally
do not have extracorporate effect against third persons without actual
notice of their content.10

Bylaws must be fair and reasonable, and consistent with laws and
public policy.11 A shareholder may raise the invalidity of a bylaw at the
time it is enforced, even though the shareholder did not object to the
bylaw at or after the time it was passed.12 However, if a bylaw is validly

 

Table of Contents

Chapter 29 Bylaws

 

 

§ 29.01 Statutory Summary and Purpose of Bylaws

§ 29.02 Legal Effect--Separately

§ 29.03 --With Regard to Other Documents

§ 29.04 Authority to Adopt

§ 29.05 Contents

§ 29.06 --Common Provisions

§ 29.07 --Opt-Out Provisions

§ 29.08 --Directors Serve for an Indefinite Term That Expires at the Next Regular Meeting of the Shareholders

§ 29.09 -- --The Compensation of Directors Is Fixed by the Board

§ 29.10 -- --Certain Methods Must Be Used for Removal of Directors and to Fill Board Vacancies

§ 29.11 -- --If the Board Fails to Select a Place for a Board Meeting, It Must Be Held at the Principal Executive Office

§ 29.12 -- --A Director May Call a Board Meeting, and the Notice of the Meeting Need Not State the Purpose of the Meeting

§ 29.13 -- --A Majority of the Board Is a Quorum for a Board Meeting

§ 29.14 -- --A Committee Shall Consist of One or More Persons, Who Need Not Be Directors, Appointed by Affirmative Vote of a Majority of Directors Present

§ 29.15 -- --The Board May Establish a Special Litigation Committee

§ 29.16 -- --The Chief Executive Officer and Chief Financial Officer Have the Duties Specified by Statute, Until the Board Determines Otherwise

§ 29.17 -- --Officers May Delegate Some or All of Their Duties and Powers, if Not Prohibited by the Board from Doing So

§ 29.18 -- --The Board May Establish Uncertificated Shares

§ 29.19 -- --Regular Meetings of Shareholders Need Not Be Held, Unless Demanded by a Shareholder under Certain Conditions

§ 29.20 -- --In All Instances Where a Specific Minimum Notice Period Has Not Otherwise Been Fixed by Law, Not Less Than Ten Days’ Notice Is Required for a Meeting of Shareholders

§ 29.21 -- --The Number of Shares Required for a Quorum at a Shareholders’ Meeting Is a Majority of the Voting Power of the Shares Entitled to Vote at the Meeting

 

§ 29.22 -- --The Board May Fix a Date up to Sixty Days before the Date of a Shareholders’ Meeting as the Date for the Determination of the Holders of Shares Entitled to Notice of and Entitled to Vote at the Meeting

§ 29.23 -- --Indemnification of Certain Persons Is Required

§ 29.24 -- --The Board May Authorize, and the Corporation May Make, Distributions Not Prohibited, Limited, or Restricted by an Agreement

§ 29.25 --Optional Provisions

§ 29.26 -- --Articles or Bylaws May Provide a Manner for Increasing or Decreasing the Number of Directors

§ 29.27 -- --Articles or Bylaws May Impose Additional Qualifications for Directors

§ 29.28 -- --Directors May Be Classified

§ 29.29 -- --The Day or Date, Time, and Place of Board Meetings May Be Fixed

§ 29.30 -- --Absent Directors May Be Permitted to Give Written Consent or Opposition to a Proposal

§ 29.31 -- --Authority to Sign and Deliver Certain Documents May Be Delegated to an Officer or Agent of the Corporation Other Than the Chief Executive Officer

§ 29.32 -- --Additional Officers May Be Designated

§ 29.33 -- --Additional Powers, Rights, Duties, and Responsibilities May Be Given to Officers

§ 29.34 -- --A Method for Filling Vacant Offices May Be Specified

§ 29.35 -- --A Certain Officer or Agent May Be Authorized to Sign Share Certificates

§ 29.36 -- --The Transfer or Registration of Transfer of Securities May Be Restricted

§ 29.37 -- --The Day or Date, Time, and Place of Regular Shareholder Meetings May Be Fixed

§ 29.38 -- --Certain Persons May Be Authorized to Call Special Meetings of Shareholders

§ 29.39 -- --Notices of Shareholder Meetings May Be Required to Contain Certain Information

§ 29.40 -- --Corporate Actions Giving Rise to Dissenter Rights May Be Designated

§ 29.41 -- --The Rights and Priorities of Persons To Receive Distributions May Be Established

§ 29.42 -- --Other Options

§ 29.43 Corporate Control and Minority Rights

§ 29.44 Filing Process, if Applicable

§ 29.45 Record Keeping

§ 29.46 Amendment Process and Limitations on Repeal of Amendments

 

 

 

Author Detail

Roger J. Magnuson is a Partner at Dorsey and Whitney, LLP, where he serves as Head of the National Strategic Litigation Group and has practiced since 1973. He has been recognized as one of the top trial lawyers in the United States by major national and international publications, including Chambers International Guide to American Lawyers, which profiles the top 500 trial lawyers in the United States, Best Lawyers in America, Who's Who in American Law, and Who's Who in America. Mr. Magnuson was also recognized by a Journal of Law and Politics' survey for Judge's Choice "Wins Most Cases."

Some high profile cases that he has litigated include representation of the Florida Senate in the Bush v. Gore election controversy in 2000; and representation of the Plaintiffs in the widely publicized and studied Mall of America case. For several years he has represented, among other persons and entities, the Minnesota Twins and Major League Baseball principals and players in litigation; and has litigated national and local cases in federal and state court venues. He has appealed before the Supreme Court in a number of cases; as well as the Minnesota Supreme Court. He has authored several articles and 7 books.

 

 

Richard A. Saliterman is a Principal in Saliternan & Siefferman P.C., a full-service firm in Minneapolis established in 1976. Mr. Saliterman is a leading expert on corporate business matters, and is the author of several publications on business start-ups, franchises, and trademarks. Mr. Saliterman is the former National Judge Advocate for the U.S. Navy League, based in Washington D.C.

 

 

Contributing Editor:
Amanda Chang


Contributing Authors:
Alecia Anderson
Seth Back
John Baker
Shannon Berg
Constatin Burachek
Benjamin Carpenter
Ryan Check
Carl Christensen
Peter Fear
Michael Frasier
Aaron Hall
Catherine Hanson
Paul Harman
Amy Ithlan
Michael Kern
Chris Kuhlman