Minnesota Statutes Business, Social, and Charitable Organizations (Ch. 300-323A) § 302A.402. Share dividends, divisions, and combinations

Subd. 2. When shareholder approval required; filing of articles of amendment. (a) Articles of amendment must be adopted by the board and the shareholders undersection 302A.135and, if required,section 302A.137to effect a division or combination if, as a result of the proposed division or combination:

(b) If a division or combination is effected under this subdivision, articles of amendment must be prepared that contain the information required bysection 302A.139.

Subd. 3. By action of board alone; filing of articles of amendment. (a) Subject to the restrictions provided in subdivision 2 or any provision in the articles that states thatsection 302A.402, subdivision 3, does not apply, a share dividend, division, or combination may be effected by action of the board alone, without the approval of shareholders undersections 302A.135and302A.137. In effecting a share dividend, division, or combination under this subdivision, the board may amend the articles to increase or decrease the par value of shares, increase or decrease the number of authorized shares, but only if the amendment will not result in the percentage of authorized shares of any class or series remaining unissued after the share dividend, division, or combination exceeding the percentage of authorized shares of that class or series that were unissued before the share dividend, division, or combination, and make any other change necessary or appropriate to ensure that the rights or preferences of the holders of outstanding shares of any class or series will not be adversely affected by the share dividend, division, or combination.

(b) If a share dividend, division, or combination that includes an amendment of the articles is effected under this subdivision, then articles of amendment must be prepared that contain the information required bysection 302A.139and a statement that the amendment will not adversely affect the rights or preferences of the holders of outstanding shares of any class or series and will not result in the percentage of authorized shares of any class or series that remains unissued after the share dividend, division, or combination exceeding the percentage of authorized shares of that class or series that were unissued before the share dividend, division, or combination.