This bill amends the Minnesota Business Corporation Act by introducing new definitions and provisions that enhance corporate governance and address defective corporate acts. Key insertions include definitions for terms such as "defective corporate act," "emergency," and "valid shares," which clarify the conditions under which corporate actions may be considered void or voidable. The bill establishes protocols for ratifying such acts, including the requirement for shareholder approval under certain conditions and the necessary notice procedures for shareholders. It also grants corporate boards emergency powers to facilitate decision-making during crises, ensuring that actions taken in good faith are binding.

Additionally, the bill introduces a "certificate of validation" process for defective corporate acts, allowing for retroactive validation and outlining the court's authority to determine the validity of such acts. It establishes a statute of limitations for challenging defective acts and introduces provisions for emergency bylaws, enhancing the board's authority during emergencies. The bill further strengthens shareholder rights by allowing for the appointment of representatives to act on behalf of shareholders in mergers or exchanges, with irrevocable authority once approved. Overall, the legislation aims to improve corporate governance, protect shareholder interests, and provide clarity on procedural aspects related to corporate actions.

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