Free Minnesota Corporate Bylaws Template

Corporate bylaws are the internal rules a Minnesota corporation adopts to govern itself. Section 302A.181 of the Minnesota Statutes covers them, and it opens with a sentence few states match.

A corporation may, but need not, have bylaws. Minnesota corporate bylaws are optional as a matter of statute, which makes the drafting choices below a decision rather than a duty.

Three subdivisions carry the substance, and the second is the one that shapes real corporations.

Optional, and Broad

Subdivision 1 permits any provision relating to the management of the business or the regulation of the affairs of the corporation, so long as it is not inconsistent with section 302A.201, any other law, or the articles.

Who Holds the Power

Subdivision 2 lets the incorporators or the first board adopt initial bylaws. After that, unless the articles reserve it to the shareholders, the power to adopt, amend, or repeal bylaws is vested in the board.

What the Board Is Locked Out Of

Here is the provision worth planning around. After the corporation adopts initial bylaws, the board may not adopt, amend, or repeal a bylaw fixing a quorum for shareholder meetings, prescribing procedures for removing directors or filling board vacancies, or fixing the number of directors or their classifications, qualifications, or terms of office.

One exception survives: the board may adopt or amend a bylaw to increase the number of directors.

The Three Percent Route

Subdivision 3 gives shareholders a defined way in. Shareholders holding three percent or more of the voting power may propose a resolution to adopt, amend, or repeal bylaws the board has touched, following the same procedures section 302A.135 sets for amending the articles.

Four things, once the initial bylaws are in place. Shareholder meeting quorum, director removal procedures, vacancy-filling procedures, and the number of directors along with their classifications, qualifications, and terms.

Board size carries a one-way exception. Directors may adopt or amend a bylaw that increases the number of directors, but not one that reduces it.

The practical upshot is that the initial bylaws matter more in Minnesota than almost anywhere else. Get those four areas right at adoption, because afterwards only the shareholders can revisit them.

Adopting Minnesota corporate bylaws is entirely internal, so the sequence below involves no filing.

1. Start with the articles of incorporation, filed with the state.
2. Decide whether the articles reserve bylaw power to the shareholders, since that changes everything downstream.
3. Draft the initial bylaws, paying particular attention to quorum, director removal, vacancies, and board size.
4. Adopt them, either through the incorporators under section 302A.171 or through the first board.
5. Record the adoption date, which is what fixes the point where the board’s authority narrows.
6. Keep the signed copy with your corporate records and update it after every amendment.