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--- governance:bylaws [2019/09/10 23:53]
wikiadmin
+++ governance:bylaws [2020/10/15 00:29] (current)
mrscott [ARTICLE IX: AMENDMENTS] fix the ref to point at the right law...
@@ Line 70: / Line 70: @@
 **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 =====
@@ Line 130: / Line 128: @@
 **Section 9.1. Amendments** - unless the Articles of Incorporation provides for members the power to adopt, amend or repeal these Bylaws, these powers are vested in the Board.
-(a) The power of the Board is subject to the power of the members with voting rights who can adopt, amend or repeal bylaws adopted, amended or repealed by the Board. Unless the Articles of Incorporation or these Bylaws provide otherwise, at least 50 members with voting rights or ten percent (10%) of the members with voting rights, whichever is less, may propose a resolution for action by the members to adopt, amend, or repeal bylaws adopted, amended or repealed by the Board.
+  - The power of the Board is subject to the power of the members with voting rights who can adopt, amend or repeal bylaws adopted, amended or repealed by the Board. Unless the Articles of Incorporation or these Bylaws provide otherwise, at least 50 members with voting rights or ten percent (10%) of the members with voting rights, whichever is less, may propose a resolution for action by the members to adopt, amend, or repeal bylaws adopted, amended or repealed by the Board.\\ The resolution must contain provisions proposed for adoption, amendment or repeal. The limitations and procedures for submitting, considering or adopting the resolution are the same as provided in Minn. Stat. 317A.133, for amendment of the Articles of Incorporation, except that Board approval is not required.
+  - 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 resolution must contain provisions proposed for adoption, amendment or repeal. The limitations and procedures for submitting, considering or adopting the resolution are the same as provided in Minn. Stat. 317A.133, for amendment of the Articles of Incorporation, except that Board approval is not required.
+  - The Board can adopt or amend a bylaw to increase the number of directors.
-(b) 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.
-(c) The Board can adopt or amend a bylaw to increase the number of directors.
+//Ref.: [[https://www.revisor.mn.gov/statutes/cite/317A.181|MN Statute §317A.181]]//

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