This bill amends the Minnesota Business Corporation Act by introducing new definitions and provisions aimed at improving corporate governance and addressing defective corporate acts. Key insertions include definitions for terms such as "defective corporate act," "emergency," and "valid shares," along with the establishment of emergency powers for corporate boards during crises. The bill outlines the process for ratifying defective corporate acts, ensuring they are not automatically void or voidable due to authorization failures, and clarifies the conditions under which shareholder approval is required for such ratifications. It also mandates the filing of a certificate of validation with the secretary of state for defective acts that require it, allowing for retroactive validation.

Additionally, the bill modifies existing provisions related to corporate governance, including the management of a corporation's affairs by its board of directors and the rights of shareholders. It introduces emergency bylaws, clarifies the authority of boards, and establishes a statute of limitations for actions asserting that a defective corporate act is void or voidable. The bill enhances shareholder rights by allowing for the appointment of representatives to act on their behalf in mergers or exchanges, with specific penalties for non-compliance with merger obligations. Overall, these changes aim to promote stability, accountability, and clearer guidelines within Minnesota's business organizations.

Statutes affected:
Introduction: 302A.011, 302A.111, 302A.161, 302A.181, 302A.201, 302A.237, 302A.361, 302A.461, 302A.471, 302A.611