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 42
RIGHT TO ATTEND DIRECTOR,
SHAREHOLDER, AND EXECUTIVE
COMMITTEE MEETINGS
Section
§ 42.01 Director Meetings
§ 42.02 Committee Meetings
§ 42.03 Shareholder Meetings--Regular Shareholder Meetings
§ 42.04 --Special Shareholder Meetings
§ 42.05 Shareholder Notice
§ 42.01 Director Meetings
The board of directors may meet from time to time as: (1) provided in
the articles of incorporation; (2) provided by the bylaws;1 or (3) if not
provided under the articles or bylaws, then at a time designated by a
director.2 If the meeting has been scheduled under the articles, bylaws, or
at a previous board meeting, then no notice is required of such meeting.3
If the date is called by a director, then all directors must receive at least
ten days’ notice of the time and place of the meeting; however, this
notice can be, and is commonly, waived.4 Generally, the meetings will be
held at the principal executive office, unless another place of meeting is
selected by the board, or provided in the articles or bylaws.5 Minnesota
also allows meetings conducted solely by means of remote
communication, as long as proper notice is provided. 6
§ 42.02 Committee Meetings
Committees are established by the board of directors which sets the
committee’s scope of authority.7 The committee members must be
natural persons who have been appointed by the board unless some other
method of appointment is provided in the articles or bylaws. In
Minnesota, committee members need not be board members or officers.8
The committee meetings are subject to the same procedural rules as
directors’ meetings,9 and in fact, committee members are deemed to be
directors for certain specified purposes.10
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
