Originally from:
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Hardcover
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Electronic
Preview Page
CHAPTER 54
CORPORATE MANAGEMENT AND
AUTHORITY STRUCTURE
Section
§ 54.01 Who May Be a Director?
§ 54.02 Board of Directors--The Directors' Meeting
§ 54.03 --Notice of Meeting of Board of Directors
§ 54.04 --Validity of Actions of Board of Directors
§ 54.05 Committees--Committee Meetings
§ 54.06 Shareholders--The Shareholders Meeting
§ 54.07 --Notice of Meeting of Shareholders
§ 54.08 --Agenda of Meeting of Shareholders
§ 54.09 --Validity of Actions of Shareholders
§ 54.01 Who May Be a Director?
Directors must be natural persons.1 A corporation's articles or bylaws
may specify other qualifications for its directors.2 A common
qualification is that directors must be shareholders of the corporation. In
such a case, the election of a nonshareholder as a director is ineffective.
§ 54.02 Board of Directors--The Directors' Meeting
The board of directors (the board) is the theoretical guardian of the
corporate entity. The board owes a duty of loyalty to the corporation and
is responsible for seeing that shareholders receive a return on their
investment. In closely held corporations, and even many larger public
corporations, the directors are very often shareholders. Care should be
taken, however, to ensure that the corporate authority structure is
respected and that only directors' issues are in fact discussed and acted
on at such meetings.
§ 54.03 --Notice of Meeting of Board of Directors
Directors' meetings may be set in either the corporation's articles of
incorporation or in accordance with its bylaws.3 If the date and place of
directors' meetings are stated in the corporate documents, then no notice
is required.4 Additionally, if notice is provided at a previous directors'
meeting, no further notice is required.5
Individual directors may also call meetings with proper notice.6
Generally, a director must be given at least ten days' notice prior to the
date of the meeting.7 However, the articles of incorporation or bylaws
may specify an alternative notice period.8 Notice is effective when:
(1) mailed; (2) given orally or in writing at the director's office; or
(3) personally delivered to the director's residence.9
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
