Minnesota Statutes

Minn. Stat. § 302A.201 (2026)

Board

✓ current as of May 2026

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Subdivision 1.Board to manage.

The business and affairs of a corporation shall be managed by or under the direction of a board, subject to the provisions of subdivision 2 and section 302A.457, and except as may be otherwise provided in the articles. If a provision is made in the articles: (1) the powers and duties conferred or imposed upon the board of directors by this chapter must be exercised or performed to the extent and by the natural persons provided in the articles, (2) the directors have no duties, liabilities, or responsibilities as directors under this chapter with respect to or arising from the exercise or performance of, or from the failure to exercise or perform, the conferred or imposed powers and duties by the other persons, and (3) the other persons have all of the duties, liabilities, and responsibilities of directors under this chapter with respect to and arising from the exercise or performance of, or the failure to exercise or perform, the conferred or imposed powers and duties. The members of the first board may be named in the articles or elected by the incorporators pursuant to section 302A.171 or by the shareholders.

Subd. 2.Shareholder management.

The holders of the shares entitled to vote for directors of the corporation may, by unanimous affirmative vote, take any action that this chapter requires or permits the board to take. As to an action taken by the shareholders in that manner:

(a) the directors have no duties, liabilities, or responsibilities as directors under this chapter with respect to or arising from the action;

(b) the shareholders collectively and individually have all of the duties, liabilities, and responsibilities of directors under this chapter with respect to and arising from the action;

(c) if the action relates to a matter required or permitted by this chapter or by any other law to be approved or adopted by the board, either with or without approval or adoption by the shareholders, the action is deemed to have been approved or adopted by the board; and

(d) a requirement that an instrument filed with a governmental agency contain a statement that the action has been approved and adopted by the board is satisfied by a statement that the shareholders have taken the action under this subdivision.

Notes of Decisions

Cited in 5 cases, 1988–2016 · leading case: Rehn v. Fischley, 557 N.W.2d 328 (Minn. 1997).

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Rehn v. Fischley, 557 N.W.2d 328 (Minn. 1997). · cites it 2× “201 (1996) (nonprofit corporation); Minn.Stat. § 302A.201 (1996) (for-profit corporation); see Harry G.”

Matter of Hibbing Taconite Co., 431 N.W.2d 885 (Minn. Ct. App. 1988). · cites it 2× “The standard rule of corporate organization is that the board of directors.is the managing body, which normally carries out its function by delegating to and supervising the corporation’s officers.”

Technalysis Corp. v. Comm'r, 101 T.C. 397 (Tax Ct. 1993). “The board has a fiduciary duty to the corporation and, accordingly, the directors must act in good faith for the best interest of the corporation, not the shareholders.”

Erickson v. Hutchinson Tech. Inc., 158 F. Supp. 3d 751 (D. Minnesota 2016). · cites it 2× “See Minn. Stat. § 302A.201, subd. 1 (“Board to manage.”

James L. Mandel v. Multiband Corp. (Minn. Ct. App. 2016). · cites it 2× “” 3 The district court reasoned that as the sole shareholder of Multiband, Goodman was entitled to act on the company’s behalf under Minn. Stat. § 302A.201, subd. 2(c) (2014).”

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