Bill Text: MN HF2414 | 2011-2012 | 87th Legislature | Introduced
Bill Title: Business corporations not allowed the power to make corporate independent political expenditures.
Spectrum: Partisan Bill (Democrat 2-0)
Status: (Introduced - Dead) 2012-02-29 - Author added Slocum [HF2414 Detail]
Download: Minnesota-2011-HF2414-Introduced.html
1.2relating to corporations; providing that business corporations do not have
1.3the power to make corporate independent political expenditures;amending
1.4Minnesota Statutes 2010, section 302A.165; proposing coding for new law in
1.5Minnesota Statutes, chapter 302A.
1.6BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
1.7 Section 1. Minnesota Statutes 2010, section 302A.165, is amended to read:
1.8302A.165 EFFECT OF LACK OF POWER; ULTRA VIRES.
1.9Except as otherwise provided in section 302A.167, the doing, continuing, or
1.10performing by a corporation of an act, or an executed or wholly or partially executory
1.11contract, conveyance or transfer to or by the corporation, if otherwise lawful, is not invalid
1.12because the corporation was without the power to do, continue, or perform the act, contract,
1.13conveyance, or transfer, unless the lack of power is established in a court in this state:
1.14(a) In a proceeding by a shareholder against the corporation to enjoin the doing,
1.15continuing, or performing of the act, contract, conveyance, or transfer. If the unauthorized
1.16act, continuation, or performance sought to be enjoined is being, or to be, performed
1.17or made pursuant to a contract to which the corporation is a party, the court may, if
1.18just and reasonable in the circumstances, set aside and enjoin the performance of the
1.19contract and in so doing may allow to the corporation or to the other parties to the contract
1.20compensation for the loss or damage sustained as a result of the action of the court in
1.21setting aside and enjoining the performance of the contract;
1.22(b) In a proceeding by or in the name of the corporation, whether acting directly or
1.23through a legal representative, or through shareholders in a representative or derivative
1.24suit, against the incumbent or former officers or directors of the corporation for exceeding
2.1or otherwise violating their authority, or against a person having actual knowledge of
2.2the lack of power; or
2.3(c) In a proceeding by the attorney general, as provided in section302A.757 ,
2.4to dissolve the corporation, or in a proceeding by the attorney general to enjoin the
2.5corporation from the transaction of unauthorized business.
2.6 Sec. 2. [302A.167] INDEPENDENT CORPORATE EXPENDITURES
2.7PROHIBITED.
2.8A corporation organized under this chapter does not have the power to make
2.9corporate independent political expenditures.
1.3the power to make corporate independent political expenditures;amending
1.4Minnesota Statutes 2010, section 302A.165; proposing coding for new law in
1.5Minnesota Statutes, chapter 302A.
1.6BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
1.7 Section 1. Minnesota Statutes 2010, section 302A.165, is amended to read:
1.8302A.165 EFFECT OF LACK OF POWER; ULTRA VIRES.
1.9Except as otherwise provided in section 302A.167, the doing, continuing, or
1.10performing by a corporation of an act, or an executed or wholly or partially executory
1.11contract, conveyance or transfer to or by the corporation, if otherwise lawful, is not invalid
1.12because the corporation was without the power to do, continue, or perform the act, contract,
1.13conveyance, or transfer, unless the lack of power is established in a court in this state:
1.14(a) In a proceeding by a shareholder against the corporation to enjoin the doing,
1.15continuing, or performing of the act, contract, conveyance, or transfer. If the unauthorized
1.16act, continuation, or performance sought to be enjoined is being, or to be, performed
1.17or made pursuant to a contract to which the corporation is a party, the court may, if
1.18just and reasonable in the circumstances, set aside and enjoin the performance of the
1.19contract and in so doing may allow to the corporation or to the other parties to the contract
1.20compensation for the loss or damage sustained as a result of the action of the court in
1.21setting aside and enjoining the performance of the contract;
1.22(b) In a proceeding by or in the name of the corporation, whether acting directly or
1.23through a legal representative, or through shareholders in a representative or derivative
1.24suit, against the incumbent or former officers or directors of the corporation for exceeding
2.1or otherwise violating their authority, or against a person having actual knowledge of
2.2the lack of power; or
2.3(c) In a proceeding by the attorney general, as provided in section
2.4to dissolve the corporation, or in a proceeding by the attorney general to enjoin the
2.5corporation from the transaction of unauthorized business.
2.6 Sec. 2. [302A.167] INDEPENDENT CORPORATE EXPENDITURES
2.7PROHIBITED.
2.8A corporation organized under this chapter does not have the power to make
2.9corporate independent political expenditures.
