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governance:bylaws [2019/09/10 23:56]
wikiadmin
governance:bylaws [2020/10/15 00:25]
mrscott [ARTICLE IX: AMENDMENTS] ref link to relevant MN staute
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 **Section 3.11. Annual Meeting** – the Board shall hold an annual meeting. **Section 3.11. Annual Meeting** – the Board shall hold an annual meeting.
  
-**Section 3.12. Action Without a Meeting** – an action required or permitted to be taken at a board meeting may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all the directors. The written action is effective when it has been signed, or consented to by authenticated electronic communication, by all of those directors, unless a different effective time is provided in the written action.+**Section 3.12. Compensation** – there shall be no compensation paid to the Board directors. Board directors shall be reimbursed for such reasonable expenses incurred by them in rendering such services as the Board may from time to time determine to be directly in the best interests of this corporation.
  
-**Section 3.13. Compensation** – there shall be no compensation paid to the Board directors. Board directors shall be reimbursed for such reasonable expenses incurred by them in rendering such services as the Board may from time to time determine to be directly in the best interests of this corporation. +**Section 3.13. Standard of Conduct and Conflict of Interest** – directors are subject to Standard of Conduct and Conflicts of Interest provisions as set forth in Minn. Stat. 317A.251 and 317A.255, as amended.
- +
-**Section 3.14. Standard of Conduct and Conflict of Interest** – directors are subject to Standard of Conduct and Conflicts of Interest provisions as set forth in Minn. Stat. 317A.251 and 317A.255, as amended.+
  
 ===== ARTICLE V: OFFICER DUTIES ===== ===== ARTICLE V: OFFICER DUTIES =====
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   - The Board cannot adopt, amend or repeal a bylaw fixing a quorum for meetings of members, 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. A bylaw amendment to increase or decrease the vote required for a member action must be approved by the members.   - The Board cannot adopt, amend or repeal a bylaw fixing a quorum for meetings of members, 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. A bylaw amendment to increase or decrease the vote required for a member action must be approved by the members.
   - The Board can adopt or amend a bylaw to increase the number of directors.   - The Board can adopt or amend a bylaw to increase the number of directors.
 +
 +//Ref.: [[https://www.revisor.mn.gov/statutes/cite/317A.133|MN Statute §317A.133]]//
governance/bylaws.txt · Last modified: 2020/10/15 00:29 by mrscott