Re: [Mpls] Voting Procedures for Non-Profits

[Bensonale]

This problem relates to the voting procedure for nonprofit corporations that
we are trying to change with regard to neighborhood organizations with
legislation.  We are doing this because, like Ventura Village, almost every
neighborhood organization has been out of compliance with the nonprofit
statute and if it is enforced, people who live in the neighborhood will be
excluded because they are not "members."  I will note that the legislation
may not address the specific issue encountered at Ventura Village because it
applies only to meetings at which directors are elected or the Bylaws or
Articles are amended.

Here are the pertinent portions of the current statutes:

Minn. Stat. 317A.401 subd.2 requires that no person can be admitted as a
member of a nonprofit corporation without that person's express or implied
consent.  It appears that consent cannot be conferred merely because of your
place of residence, but that is not explicit.

Minn. Stat. 317A.437 subd. 1 states that "The board may fix a date not more
than 60 days, or a shorter time period provided in the articles or bylaws,
before the date of a meeting of members as the date for the determination of
the members entitled to notice of and entitled to vote at the meeting.  When
a date is so fixed, only voting members on that date are entitled to notice
of and permitted to vote at the meeting of members."

Minn. Stat. 317A.439 subd 1 requires that after fixing the record date, the
corporation shall prepare an alphabetical list of the names of its members
who are entitled to notice and to vote and subd 2 states that the list must
be available for inspection by a member beginning two business days after the
meeting notice is given and continuing through the meeting.  Subd. 2 also
requires that the corporation allow a member with voting rights or that
member's agent a reasonable time to inspect and copy the list.

Minn. Stat. 317A.435 requires that the notice of the meeting be given as of
the record date.

I believe there is no explicit 30 day requirement in the statute.  In order
to comply with the notice and reasonable inspection requirements of the
statute, however, 30 days would seem to be necessary.

Scott Benson
Ward 11
Page Neighborhood