Minnesota § 301.77 - DIRECTORS
Full text of Minnesota Minnesota Statutes § 301.77 — DIRECTORS, with citation guidance and answers to common questions.
§ 301.77. DIRECTORS
Subdivision 1.Membership.
All the corporate powers of the corporation shall be exercised by a board of not less than eight elected directors (but the number of elected directors shall always be an even number) who shall be residents of Minnesota and, except in the case of the first board, representative of the various sections of the state as determined in the bylaws. The commissioner of employment and economic development shall be, ex officio, a director with all the authority but without the liability as such, except for gross negligence or willful misconduct. The number of directors and their term of office shall be determined in the bylaws. If any vacancy occurs in the board of directors through death, resignation, or otherwise, the remaining directors may elect a person to fill the vacancy until the next annual meeting of the corporation.
Subd. 2.First board to adopt bylaws.
The first board of directors shall adopt bylaws, which remain effective until amended or repealed by action of a subsequent board.
Subd. 3.First annual meeting.
The first annual meeting shall be held at a date to be fixed by the board of directors as soon as reasonably possible after a minimum of 25 percent of the capital stock of the corporation shall have been paid into its treasury. The annual meeting shall be called in the manner provided by the bylaws. At the first annual meeting, and at each annual meeting thereafter, a majority of the elected directors shall be elected by a vote of the nonstockholder members of the corporation hereinafter provided for, and the remaining elected directors shall be elected by a vote of the stockholder members. The stockholder members shall have one vote for each share of stock. The nonstockholder members shall each have one vote, and each nonstockholder member having a loan limit as herein defined of more than $10,000 shall have one additional vote in such election.
History:
1957 c 896 s 7; 1976 c 2 s 122; 1981 c 356 s 197; 1983 c 289 s 115 subd 1; 1987 c 312 art 1 s 26 subd 2; 1Sp2003 c 4 s 1
Official Publication of the State of Minnesota
Revisor of Statutes
Frequently Asked Questions About Minnesota § 301.77
What does Minnesota Statutes § 301.77 cover?
Section 301.77 ("DIRECTORS") is part of the Minnesota Statutes, the codified statutory law of Minnesota. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Minnesota § 301.77?
A common citation format is "Minnesota Statutes § 301.77" (Minnesota). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Minnesota law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Minnesota official source linked on this page or consult a licensed Minnesota attorney.
How does Minnesota § 301.77 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Minnesota can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Minnesota.