1.1.................... moves to amend H.F. No. 1643 as follows:
1.2Page 4, after line 30, insert:

1.3    "Sec. 11. Minnesota Statutes 2010, section 317A.255, subdivision 1, is amended to
1.4read:
1.5    Subdivision 1. Conflict; procedure when conflict arises. (a) A contract or other
1.6transaction between a corporation and: (1) its director or a member of the family of its
1.7director; (2) a director of a related organization, or a member of the family of a director
1.8of a related organization; or (3) an organization in or of which the corporation's director,
1.9or a member of the family of its director, is a director, officer, or legal representative or
1.10has a material financial interest; is not void or voidable because the director or the other
1.11individual or organization are parties or because the director is present at the meeting of
1.12the members or the board or a committee at which the contract or transaction is authorized,
1.13approved, or ratified, if a requirement of paragraph (b) is satisfied.
1.14(b) A contract or transaction described in paragraph (a) is not void or voidable if:
1.15(1) the contract or transaction was, and the person asserting the validity of the
1.16contract or transaction has the burden of establishing that the contract or transaction was,
1.17fair and reasonable as to the corporation when it was authorized, approved, or ratified;
1.18(2) the material facts as to the contract or transaction and as to the director's interest
1.19are fully disclosed or known to the members and the contract or transaction is approved
1.20in good faith by two-thirds of the members entitled to vote, not counting any vote that
1.21the interested director might otherwise have, or the unanimous affirmative vote of all
1.22members, whether or not entitled to vote;
1.23(3) the material facts as to the contract or transaction and as to the director's interest
1.24are fully disclosed or known to the board or a committee, and the board or committee
1.25authorizes, approves, or ratifies the contract or transaction in good faith by a majority of
1.26the directors or committee members currently holding office, provided that the interested
1.27director or directors may not vote and are not considered present for purposes of a quorum.
2.1If, as a result, the number of remaining directors is not sufficient to reach a quorum,
2.2a quorum for the purpose of considering the contract or transaction is the number of
2.3remaining directors or committee members, not counting any vote that the interested
2.4director might otherwise have, and not counting the director in determining the presence
2.5of a quorum; or
2.6(4) the contract or transaction is a merger or consolidation described in section
2.7317A.601 ."
2.8Renumber the sections in sequence and correct the internal references
2.9Amend the title accordingly