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<br />46
<br />
<br />\. TIONS
<br />
<br />.9 Repealed.
<br />
<br />ATE.
<br />
<br />.own as a Young Men's Christian
<br />:ltion by adopting, signing, and
<br />ng:
<br />Jrporators;
<br />s principal place of business, and
<br />
<br />:d;
<br />who shall manage its affairs, how
<br />meetings; and
<br />p.
<br />:d with the secretary of state and
<br />,ts principal place of business.
<br />
<br />I YO'9lg Men's Christian Associa-
<br />lay :orporate under sections
<br />:i0l. lst be executed by all the
<br />:he property of the society passes
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<br />
<br />NONPROFIT CORPOR..HIONS 317.201
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<br />:1
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<br />47
<br />
<br />CHAPTER 317
<br />
<br />NONPROFIT CORPORATIONS
<br />
<br />317.03 Foreign nonprofit corporations,
<br />sections applicable.
<br />317.20 I Unpaid directors or trustees; liability
<br />for damages.
<br />
<br />317.65 Corporations 10 secure or maintain
<br />homes for dependent children.
<br />317.67 Fees; filing documents.
<br />
<br />317.03 FOREIGN NONPROFIT CORPORATIONS, SECTIONS APPLICABLE.
<br />(1) Except for this section and section 317.42 concerning merger or consolidation,
<br />this chapter does not apply to foreign corporations.
<br />(2) Except as provided in clauses (3) and (4) a foreign corporation is subject to the
<br />provisions of the Minnesota foreign corporations act, Minnesota Statutes, chapter 303.
<br />Unless it complies with that chapter a foreign corporation shall not transact business
<br />in this state.
<br />(3) Sections 303.07, 303.14, 303.22, 303.02, subdivision 2, and 303.16, subdivi-
<br />sion 2, clauses (6) and (7), do not apply to foreign corporations.
<br />(4) A foreign corporation transacting business in this state on April 21, 1951, shall
<br />comply with this section within one year.
<br />
<br />History: 1987 c 384 art 2 s 76
<br />
<br />317.201 UNPAID DIRECTORS OR TRUSTEES; LIABILITY FOR DAMAGES.
<br />Subdivision 1. Generally. Except as provided in subdivision 2, no person who
<br />serves without compensation as a director, officer, trustee, member, or agent of an
<br />organization exempt from state income taxation under section 290.05, subdivision 2,
<br />or who serves without compensation as a fire chief of a nonprofit firefighting corpora-
<br />tion or municipal volunteer fire department, shall be held civilly liable for an act or
<br />omission by that person if the act or omission was in good faith, was within the scope
<br />of the person's responsibilities as a director, officer, trustee, member, agent, or fire chief
<br />of the organization, and did not constitute willful or reckless misconduct.
<br />Subd. 2. Exceptions. Subdivision 1 does not apply to:
<br />(l) an action or proceeding brought by the attorney general for a breach of a
<br />fiduciary duty as a director;
<br />(2) a cause of action to the extent it is based on federal law;
<br />(3) a cause of action based on the person's express contractual obligation; or
<br />(4) an action or proceeding based on a breach of public pension plan fiduciary
<br />responsibility.
<br />Nothing in subdivision 1 limits an individual's liability for physical injury to the
<br />person of another or for wrongful death which is personally and directly caused by that
<br />individual, nor the liability ofa municipality arising out of the performance of firefight-
<br />ing or related activities.
<br />Subd. 3. Definition. For purposes of this section, the term "compensation" means
<br />any thing of value received for services rendered, except:
<br />(1) reimbursement for expenses actually incurred;
<br />(2) a per diem in an amount not to exceed the per diem authorized for state
<br />advisory councils and committees pursuant to section 15.059, subdivision 3; or
<br />(3) payment by an organization of insurance premiums on behalf of a person who
<br />is or was a director, officer, trustee, member, or agent of an organization, or who, while
<br />a director, officer, trustee, member, or agent of the organization, is or was serving at
<br />the request of the organization as a director, officer, partner, trustee, employee, or agent
<br />of another organization or employee benefit plan against any liability asserted against
<br />and incurred by the person in or arising from that capacity.
<br />
<br />History: 1987 c 326 s 2
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