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 30
THE ORGANIZATIONAL MEETING
Section
§ 30.01 Statutory Summary and Purpose of Organizational Meeting
§ 30.02 Legal Effect
§ 30.03 Persons Who May Hold Meeting
§ 30.04 —Matters Which May Be Addressed
§ 30.05 —General Nature of Minutes of Organizational Meeting
§ 30.01 Statutory Summary and Purpose of Organizational
Meeting
The purpose of the organizational meeting is plain—it completes the
organization of the corporation so that it may begin to do business.1
§ 30.02 Legal Effect
The statute describing the organizational meeting is circular—it does
not specify a particular time by which the organization must be
completed, but it requires that all actions that are necessary to complete
the organization of a corporation must be taken in a timely fashion.2
There is no specific penalty for failure to complete organization in a
timely manner.3 However, such a failure may be treated by the courts as
abandonment of the corporate venture and constitute grounds for
involuntary dissolution.4
§ 30.03 Persons Who May Hold Meeting
If the articles of incorporation name an initial board of directors,5 then
that board holds the organizational meeting after the issuance of the
Certificate of Incorporation. If no board is named in the articles, then the
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