Minnesota Statutes 317A.434 – Court-Ordered Meeting of Members With Voting Rights
Subdivision 1.When authorized.
The district court of the county where a corporation‘s registered office is located may order a meeting to be held:
Terms Used In Minnesota Statutes 317A.434
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
- Person: may extend and be applied to bodies politic and corporate, and to partnerships and other unincorporated associations. See Minnesota Statutes 645.44
- Quorum: The number of legislators that must be present to do business.
(1) on application of at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, or of another person entitled to participate in the annual meeting, if a meeting was not held within the earlier of six months after the end of the corporation’s fiscal year or 15 months after its last meeting; or
(2) on application of a member with voting rights who signed a demand for a special meeting valid under section 317A.433 or a person entitled to call a special meeting if:
(i) notice of the special meeting was not given within 30 days after the date the demand was delivered to a corporate officer; or
(ii) the special meeting was not held in accordance with the notice.
Subd. 2.Scope of order.
The court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purposes of the meeting.
Subd. 3.Costs and attorneys fees.
If the court orders a meeting, it may also order the corporation to pay the member’s costs, including reasonable attorneys fees, incurred to obtain the order.